VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO
485APOS, 1997-07-29
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As filed with the Securities and Exchange             Registration No. 33-75964*
Commission on July 29, 1997                          Registration No. 811-2513

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

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

                       Post-Effective Amendment No. 14 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, RE4A, Hartford, Connecticut 06156

        Depositor's Telephone Number, including Area Code: (860) 273-4686

                           Julie E. Rockmore, Counsel
                    Aetna Life Insurance and Annuity Company
            151 Farmington Avenue, RE4A, 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 on
     X   August 21, 1997 or as soon thereafter as practicable pursuant to 
    ---  paragraph (a)(3) of Rule 485 (Request for acceleration has been 
         included with this filing)

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
registered an indefinite number of securities under the Securities Act of 1933.
Registrant filed a Rule 24f-2 Notice for the fiscal year ended December 31, 1996
on February 28, 1997.

*Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has
included a combined prospectus under this Registration Statement which includes
all the information which would currently be required in prospectuses relating
to the securities covered by the following earlier Registration Statements:
33-75958; 33-75960; and 33-75994.


<PAGE>



                           VARIABLE ANNUITY ACCOUNT C
                              CROSS REFERENCE SHEET


<TABLE>
<CAPTION>
                                                                             LOCATION - PROSPECTUS DATED MAY 1,
                                                                             1997 AND AS AMENDED BY SUPPLEMENT
                                                                                   DATED AUGUST 21, 1997
     FORM N-4
     ITEM NO.                        PART A (PROSPECTUS)

        <S>         <C>                                                     <C>
         1          Cover Page ......................................       Cover Page, and as amended

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

         3          Synopsis ........................................       Prospectus Summary; Fee Table, and
                                                                            as amended

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

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

         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        Contents of the Statement of
                    Information .....................................       Additional Information

</TABLE>

<PAGE>




<TABLE>
<CAPTION>
                                                                    LOCATION - STATEMENT
                                                                        OF ADDITIONAL
     FORM N-4           PART B (STATEMENT OF ADDITIONAL               INFORMATION DATED
     ITEM NO.                      INFORMATION)                          MAY 1, 1997

        <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>



                                  Parts A and B

The Prospectus and the Statement of Additional Information are incorporated into
Part A and B, respectively, of this Post-Effective Amendment No. 14 by reference
to Post-Effective Amendment No. 13 to the Registration Statement on Form N-4
(File No. 33-75964), as filed electronically on April 11, 1997.


<PAGE>


                   Supplement to Prospectus Dated May 1, 1997
                    Aetna Life Insurance and Annuity Company
                           Variable Annuity Account B
                          Variable Annuity Account C


The prospectus dated May 1, 1997 is amended as follows:


Cover:
The following Funds, to the extent they are listed in your prospectus, will be
replaced with the designated Substitute Funds after the close of business of the
New York Stock Exchange on November 26, 1997:



<TABLE>
<CAPTION>
               Replaced Fund                                          Substitute Fund
<S>                                               <C>
Scudder Variable Life Investment Fund--           Portfolio Partners Scudder International Growth Portfolio
 International Portfolio Class A Shares
Alger American Small Capitalization Portfolio     Portfolio Partners MFS Emerging Equities Portfolio
American Century VP Capital Appreciation          Portfolio Partners MFS Research Growth Portfolio
 (Formerly TCI Growth)                            
Neuberger & Berman AMT Growth Portfolio           Portfolio Partners MFS Value Equity Portfolio           
Alger American Growth Portfolio                   Portfolio Partners T. Rowe Price Growth Equity Portfolio
Janus Aspen Short-Term Bond Portfolio             Aetna Variable Encore Fund (money Market)               
Franklin Government Securities Trust              Aetna Income Shares (bond)                              
</TABLE>

The following Fund, if previously available in your prospectus, will be removed
from the list of Funds as of the close of business of the New York Stock
Exchange on November 26, 1997, or as soon thereafter as all participants have
redirected their allocations to other investment options, since it will be
closed to new investments after that date (except reinvested dividends and
capital gains earned on amounts already invested in the Fund through the
Separate Account and loan repayments automatically deposited into the Fund
pursuant to the Company's loan repayment procedures).

                                    Closed
Lexington Natural Resources Trust












                      SUBJECT TO COMPLETION OR AMENDMENT


INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SUPPLEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF ANY OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY
SUCH STATE.


                The Date of this Supplement is August 21, 1997


XFUNDS-97


<PAGE>

Fee Table--2
The table under Annual Expenses of the Funds is amended by deleting the Replaced
Funds and the Closed Fund and adding the following Substitute Funds:



<TABLE>
<CAPTION>
                                                              Investment
                                                              Advisory Fees      Other Expenses
                                                              (after expense     (after expense       Total Annual
                                                              reimbursement)     reimbursement)       Fund Expenses
<S>                                                                <C>                <C>                  <C>
Portfolio Partners Scudder International Growth Portfolio         .80%               .20%                 1.00%(1)
Portfolio Partners MFS Emerging Equities Portfolio                .70%(2)            .13%                  .83%(1)
Portfolio Partners MFS Research Growth Portfolio                  .70%(2)            .15%                  .85%(1)
Portfolio Partners MFS Value Equity Portfolio                     .65%               .25%                  .90%(1)
Portfolio Partners T. Rowe Price Growth Equity Portfolio          .60%               .15%                  .75%(1)
</TABLE>

(1) The Company has agreed to reimburse the Fund for expenses and/or waive its
    fees so that the aggregate expenses will not exceed this amount through
    April 30, 1999. Without such reimbursements or waivers, Total Annual Fund
    Expenses are estimated to be as follows: 1.00% for the Scudder International
    Growth Portfolio; .87% for the MFS Emerging Equities Portfolio; .92% for the
    MFS Research Growth Portfolio; .90% for the MFS Value Equity Portfolio; and
    .79% for the T. Rowe Price Growth Equity Portfolio.
(2) The advisory fee is .70% of the first $500 million in assets and .65% on the
    excess.


Fee Table--3 The Hypothetical Illustrations (Example) in the Fee Table are
amended by deleting all information with respect to the Replaced Funds and
Closed Fund for periods after November 26, 1997, and adding the following:



<TABLE>
<CAPTION>
                                                  EXAMPLE A                                         EXAMPLE B
                                   If you withdraw the entire Account Value at     If you do not withdraw the entire Account
                                   the end of the periods shown, you would pay     Value, or if you annuitize at the end of the
                                   the following expenses, including any           periods shown, you would pay the following
                                   applicable deferred sales charge:               expenses (no deferred sales charge is reflected):

                                   1 year     3 years     5 years     10 years     1 year       3 years       5 year       10 years
                                   ------     -------     -------     --------     ------       -------       ------       --------
<S>                                <C>        <C>         <C>         <C>          <C>          <C>           <C>          <C>
Portfolio Partners Scudder
International Growth Portfolio     $78        $136        $197        $298         $27          $82           $140         $298
Portfolio Partners MFS Emerging
Equities Portfolio                 $76        $131        $189        $281         $25          $77           $132         $281
Portfolio Partners MFS Research
Growth Portfolio                   $77        $132        $189        $283         $25          $78           $133         $283
Portfolio Partners MFS Value
Equity Portfolio                   $77        $133        $192        $288         $26          $79           $135         $288
Portfolio Partners T. Rowe Price
Growth Equity Portfolio            $76        $129        $185        $273         $24          $75           $128         $273
</TABLE>

The Examples above assume that a mortality and expense risk charge of 1.25% on
an annual basis, an administrative expense charge of 0.25% on an annual basis
and an annual maintenance fee of $30 are assessed. Example A assumes that a
deferred sales charge of 5% of the Account Value at the end of years 1, 3 and 5,
and 0% at the end of year 10, is assessed. (Charges under your particular
Contract may be lower. Please refer to Fee Table--1 of your Prospectus.)
<PAGE>

Prospectus, Page 1 

In the Section Investment Options, the Substitute Funds will
take the place of the Replaced Funds after the close of business of the New York
Stock Exchange on November 26, 1997. Any amounts allocated to the Replaced Funds
will automatically be allocated to the Substitute Funds after that date.
Information about the Closed Fund will be deleted after November 26, 1997 or as
soon thereafter as all participants have redirected their allocations to other
investment options (Closing Date), since it will not be eligible for the 
deposit of any new payments or transfers from other Funds. The following will 
be added:

Portfolio Partners Scudder International Growth Portfolio seeks long term growth
of capital primarily through a diversified portfolio of marketable foreign
equity securities.

Portfolio Partners MFS Emerging Equities Portfolio seeks long term growth of
capital by investing primarily in common stocks issued by companies that its
subadviser believes are early in their life cycle but which have the potential
to become major enterprises (emerging growth companies).

Portfolio Partners MFS Research Growth Portfolio seeks long term growth of
capital and future income by investing primarily in common stocks or securities
convertible into common stocks issued by companies that the subadviser believes
to possess better-than-average prospects for long-term growth, and, to a lesser
extent, in income-producing securities including bonds and preferred stock.

Portfolio Partners MFS Value Equity Portfolio seeks capital appreciation by
investing primarily in common stocks.

Portfolio Partners T. Rowe Price Growth Equity Portfolio seeks long term growth
of capital and, secondarily, seeks to increase dividend income by investing
primarily in common stocks issued by a diversified group of well-established
growth companies.

Aetna Life Insurance and Annuity Company serves as the investment adviser to
each Portfolio. Scudder, Stevens & Clark, Inc. serves as the subadviser to the
Scudder International Growth Portfolio; Massachusetts Financial Services
Company serves as the subadviser to the MFS Emerging Equities, MFS Research
Growth and MFS Value Equity Portfolios; and T. Rowe Price Associates, Inc.
serves as the subadviser to the T. Rowe Price Growth Equity Portfolio.

Prospectus--"Transfer" Section
The Section in the prospectus discussing Transfers, is amended by adding the
following to the Subsections on Dollar Cost Averaging (if available):

Amounts being transferred into a Replaced Fund will automatically be transferred
into the Substitute Fund after November 26, 1997, unless you have been dollar
cost averaging between the Aetna Variable Encore Fund and the Janus Aspen
Short-Term Bond Portfolio (in either direction). In that event, or if amounts
are to be transferred into a Closed Fund, your Dollar Cost Averaging will
automatically terminate after November 26, 1997 or, for the Closed Fund, after
the Closing Date. To continue with Dollar Cost Averaging after that date, you 
must select Funds from the then-current list of available Funds.


XFUNDS-97
<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:
         -    Statement of Assets and Liabilities as of December 31, 1996
         -    Statements of Operations and Changes in Net Assets for the years
              ended December 31, 1996 and 1995
         -    Notes to Financial Statements
         -    Independent Auditors' Report
         Financial Statements of the Depositor:
         -    Independent Auditors' Report
         -    Consolidated Balance Sheets as of December 31, 1996 and 1995
         -    Consolidated Statements of Income for the years ended December 31,
              1996, 1995 and 1994
         -    Consolidated Statements of Changes in Shareholder's Equity for the
              years ended December 31, 1996, 1995 and 1994
         -    Notes to Consolidated Financial Statements
         -    Consolidated Statements of Cash Flows for the years ended
              December 31, 1996, 1995 and 1994

     (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)
       (4.2)  Form of Variable Annuity Contract (IA-CDA-IA)
       (4.3)  Form of Variable Annuity Contract (G-CDA-HD)(3)
       (4.4)  Form of Variable Annuity Contract (GIT-CDA-HO)(4)
       (4.5)  Form of Variable Annuity Contract (GLIT-CDA-HO)(4)
       (4.6)  Form of Variable Annuity Contract (GST-CDA-HO)(4)
       (4.7)  Form of Variable Annuity Contract (I-CDA-HD)(4)
       (4.8)  Form of Variable Annuity Contract (IA-CDA-IA(RP)) (2)
       (4.9)  Form of Endorsements (EIGET-IC(R), EIGF-IC, and EGF-IC(SPD)) to
              Contract IA-CDA-IA(5)
       (4.10) Form of Endorsement (EGET-IC(R)) to Contract G-CDA-HD and
              G-CDA-HF(2)


<PAGE>

       (4.11)     Form of Endorsement (EIHDIASDO) to Contracts I-CDA-HD and
                  IA-CDA-IA(6)
       (4.12)     Form of Endorsement (EHOSDO) to Contracts GIT-CDA-HO,
                  GLIT-CDA-HO and GST-CDA-HO(6)
       (4.13)     Form of Endorsement (EHOTABLE97) to Contracts GIT-CDA-HO,
                  GLIT-CDA-HO AND GST-CDA-HO(6)
       (4.14)     Form of Endorsement (EGHDHFRPSDO97) to Contracts G-CDA-HD and
                  G-CDA-HF(6)
       (4.15)     Form of Endorsement (EFUND97)
       (5)        Form of Variable Annuity Contract Application (710.00.16H)
       (6.1)      Certification of Incorporation and By-Laws of Aetna Life
                  Insurance and Annuity Company(7)
       (6.2)      Amendment of Certificate of Incorporation of Aetna Life
                  Insurance and Annuity Company(4)
       (7)        Not applicable
       (8.1)      Fund Participation Agreement between Aetna Life Insurance and
                  Annuity Company and Calvert Asset Management Company (Calvert
                  Responsibility Invested Balanced Portfolio, formerly Calvert
                  Socially Responsible Series) dated March 13, 1989 and amended
                  December 27, 1993(2)
       (8.2)      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)
       (8.3)      Third Amendment dated February 11, 1997 to Fund Participation
                  Agreement between Aetna Life Insurance and Annuity Company and
                  Calvert Asset Management Company (Calvert Responsibility
                  Invested Balanced Portfolio, formerly Calvert Socially
                  Responsible Series) dated March 13, 1989 and amended December
                  27, 1993 and January 1, 1996(9)
       (8.4)      Fourth Amendment dated February 28,1997 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, 
                  January 1,1996, and February 11,1997
       (8.5)      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(4)
       (8.6)      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(4)
       (8.7)      Service Agreement between Aetna Life Insurance and Annuity
                  Company and Fidelity Investments Institutional Operations
                  Company dated as of November 1, 1995(8)
       (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)

<PAGE>

       (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)
       (9)        Opinion and Consent of Counsel
       (10)       Consent of Independent Auditors
       (11)       Not applicable
       (12)       Not applicable
       (13)       Schedule for Computation of Performance Data(10)
       (14)       Not applicable
       (15.1)     Powers of Attorney(11)
       (15.2)     Authorization for Signatures(2)
       (27)       Financial Data Schedule

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. 6 to Registration
     Statement on Form N-4 (File No. 33-75982), as filed electronically on April
     22, 1996.
4.   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.
5.   Incorporated by reference to Post Effective Amendment No. 8 to Registration
     Statement on Form N-4 (File No. 33-75964), as filed electronically on
     August 30, 1996.
6.   Incorporated by reference to Post-Effective Amendment No. 13 to
     Registration Statement on Form N-4 (File No. 33-75964), as filed
     electronically on April 11, 1997.
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. 333-01107), as filed electronically on
     February 26, 1997.
10.  Incorporated by reference to Post-Effective Amendment No. 4 to Registration
     Statement on Form N-4 (File No. 33-75964), filed on April 28, 1995.
11.  Incorporated by reference to Post-Effective Amendment No. 8 to Registration
     Statement on Form S-6 (File No. 33-76004), as filed electronically on July
     14, 1997.

<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

J. Scott Fox               Director and Senior 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 25 of Post-Effective Amendment No.
22 to the Registration Statement on Form N-1A (File No. 33-41694), as filed
electronically on July 9, 1997.

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

     As of June 30,1997, there were 615,817 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 (Aetna) also
         acts as the principal underwriter and investment adviser for Aetna
         Series Fund, Inc. (effective August 1, 1997, Aetna will no longer be
         the underwriter for Aetna Series Fund, Inc.), Portfolio Partners, Inc.,
         Aetna Variable Encore Fund, Aetna Variable Fund, Aetna Generation
         Portfolios, Inc., Aetna Income Shares, Aetna Investment Advisers Fund,
         Inc., Aetna GET Fund, and Aetna Variable Portfolios, Inc. (all
         management investment companies registered under the Investment Company
         Act of 1940 (1940 Act)). Additionally, Aetna acts as the principal
         underwriter and depositor for Variable Life Account B of Aetna,
         Variable Annuity Account B of Aetna and Variable Annuity Account G of
         Aetna (separate accounts of Aetna registered as unit investment trusts
         under the 1940 Act). Aetna is also the principal underwriter for
         Variable Annuity Account I of Aetna Insurance Company of America (AICA)
         (a separate account of AICA registered as a unit investment trust under
         the 1940 Act).


<PAGE>

     (b) See Item 25 regarding the Depositor.

     (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) The Company hereby represents that it is relying upon and complies with
         the provisions of Paragraphs (1) through (4) of the SEC Staff's
         No-Action Letter dated November 22, 1988 with respect to language
         concerning withdrawal restrictions applicable to plans established
         pursuant to Section 403(b) of the Internal Revenue Code. See American
         Counsel of Life Insurance; SEC No-Action Letter, [1989 Transfer Binder]
         Fed. SEC. L. Rep. (CCH) P. 78,904 at 78,523 (November 22, 1988).

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

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



<PAGE>



                                   SIGNATURES

     As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, Variable Annuity Account C of Aetna Life Insurance and
Annuity Company, has duly caused this Post-Effective Amendment No. 14 to its
Registration Statement on Form N-4 (File No. 33-75964) to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Hartford,
State of Connecticut, on the 29th day of July, 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. 14 to the Registration Statement on Form N-4 (File No. 33-75964) has been
signed by the following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                              Title                                         Date
- ---------                              -----                                         ----

<S>                                    <C>                                           <C>
Daniel P. Kearney*                     Director and President                        )
- ------------------------------------   (principal executive officer)                 )
Daniel P. Kearney                                                                    )
                                                                                     
Timothy A. Holt*                       Director, Senior Vice President and           ) July
- -----------------------------------    Chief Financial Officer                       ) 29, 1997
Timothy A. Holt
                                                                                     )
Christopher J. Burns*                  Director                                      )
- ------------------------------------
Christopher J. Burns                                                                 )
                                                                                     )
J. Scott Fox*                          Director                                      )
- ------------------------------------
J. Scott Fox                                                                         )
                                                                                     )
John Y. Kim*                           Director                                      )
- ------------------------------------
John Y. Kim                                                                          )
                                                                                     )
Shaun P. Mathews*                      Director                                      )
- ------------------------------------
Shaun P. Mathews                                                                     )


<PAGE>




Glen Salow*                            Director                                      )
- ------------------------------------                                                 )
Glen Salow                                                                           
                                                                                     )
Creed R. Terry*                        Director                                      )
- ------------------------------------
Creed R. Terry                                                                       )
                                                                                     ) 
Deborah Koltenuk*                      Vice President and Treasurer,
- ------------------------------------   Corporate Controller                          )
Deborah Koltenuk                                                                     )
</TABLE>

By:  /s/ Kirk P. Wickman
     ------------------------------------------------------------
     Kirk P. Wickman
     Attorney-in-Fact



<PAGE>


                           VARIABLE ANNUITY ACCOUNT C
                                  EXHIBIT INDEX

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

<S>           <C>                                                                               <C>
99-B.1        Resolution of the Board of Directors of Aetna Life Insurance and Annuity           *
              Company establishing Variable Annuity Account C

99-B.3.1      Form of Broker-Dealer Agreement                                                    *

99-B.3.2      Alternative Form of Wholesaling Agreement and Related Selling Agreement            *

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

99-B.4.2      Form of Variable Annuity Contract (IA-CDA-IA)
                                                                                                ---

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

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

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

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

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

99-B.4.8      Form of Variable Annuity Contract (I-CDA-IA(RP))                                   *

99-B.4.9      Endorsements (EIGET-IC(R)), EIGF-IC, EGF-IC(SPD)) to Contract IA-CDA-IA            *

99-B.4.10     Form of Endorsement (EGET-IC(R)) to Contract G-CDA-HD                              *
              and G-CDA-HF

99-B.4.11     Form of Endorsement (EIHDIASDO) to Contracts I-CDA-HD and IA-CDA-IA                *

99-B.4.12     Form of Endorsement (EHOSDO) to Contracts GIT-CDA-HO, GLIT-CDA-HO and GST-CDA-HO   *
</TABLE>




*Incorporated by reference


<PAGE>



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

<S>           <C>                                                                      <C>
99-B.4.13     Form of Endorsement (EHOTABLE97) to Contracts                             *
              GIT-CDA-HO, GLIT-CDA-HO AND GST-CDA-HO

99-B.4.14     Form of Endorsement (EGHDHFRPSDO97) to Contracts                          *
              G-CDA-HD and G-CDA-HF

99-B.4.15     Form of Endorsement (EFUND97)
                                                                                       ---

99-B.5        Form of Variable Annuity Contract Application (710.00.16H)
                                                                                       ---

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

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

99-B.8.1      Fund Participation Agreement between Aetna Life Insurance                 *
              and Annuity Company and Calvert Asset Management
              Company (Calvert Responsibility Invested Balanced
              Portfolio, formerly Calvert Socially Responsible Series)
              dated March 13, 1989 and amended December 27, 1993

99-B.8.2      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.8.3      Third Amendment dated February 11, 1997 to Fund Participation Agreement   *
              between Aetna Life Insurance and Annuity Company and Calvert Asset
              Management Company (Calvert Responsibility Invested Balanced Portfolio,
              formerly Calvert Socially Responsible Series) dated March 13, 1989 and
              amended December 27, 1993 and January 1, 1996
</TABLE>

*Incorporated by reference


<PAGE>
_______________________________________________________________________________



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

<S>           <C>                                                                            <C>

99-B.8.4      Fourth Amendment dated February 28,1997 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, January 1,1996, and February 11,1997

99-B.8.5      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.8.6      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.8.7      Service Agreement between Aetna Life Insurance and Annuity Company and          *
              Fidelity Investments Institutional Operations Company dated as of November
              1, 1995

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.9        Opinion and Consent of Counsel
                                                                                             ---

99-B.10       Consent of Independent Auditors
                                                                                             ---

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


                    Aetna Life Insurance and Annuity Company

                        Home Office: 151 FARMINGTON AVE.
                           HARTFORD, CONNECTICUT 06156
                                 1-800-525-4225

                               Herein called Aetna

Agrees to pay the benefits stated in this Contract.



















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

                                 RIGHT TO CANCEL

The Contract Holder may cancel this Contract within 10 days of receiving it, by
returning this Contract along with a written notice to Aetna at the above
address or to the agent from whom it was purchased. Within 7 days after it
receives the notice of cancellation and this Contract at its Home Office, Aetna
will return the entire consideration paid plus any increase or minus any
decrease in the cash value of any funds allocated to the Separate Accounts.

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

Signed at the Home Office on the Effective Date.

     /s/ Lucille M. Nickerson                                   /s/ Dan Kearney
           Secretary                                                President

             GROUP VARIABLE, FIXED, OR COMBINATION ANNUITY CONTRACT
                                NON-PARTICIPATING

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


<PAGE>



                                TABLE OF CONTENTS
                             I. GENERAL DEFINITIONS

                                                                            Page
1.01.  Annuitant..............................................................4
1.02.  Annuity................................................................4
1.03.  Fixed Account..........................................................4
1.04.  Fixed Annuity..........................................................4
1.05.  Fund(s)................................................................4
1.06.  General Account........................................................4
1.07.  Guaranteed Accumulation Account........................................4
1.08.  Participant............................................................4
1.09.  Plan...................................................................4
1.10   Purchase Payments......................................................4
1.11.  Separate Accounts......................................................4
1.12.  Valuation Period (Period)..............................................4
1.13.  Variable Annuity.......................................................4

                             II. GENERAL PROVISIONS

2.01.  Change of Contract.....................................................5
2.02.  Change of Fund(s)......................................................5
2.03.  Non-Participating Contract.............................................5
2.04.  Payments...............................................................6
2.05.  State Laws.............................................................6
2.06.  Control of Contract....................................................6
2.07.  Designation of Beneficiary.............................................6
2.08.  Misstatements and Adjustments..........................................6
2.09.  Incontestability.......................................................6
2.10.  Grace Period...........................................................6
2.11.  Individual Certificates:...............................................6

          III. PURCHASE PAYMENT, CURRENT VALUE AND SURRENDER PROVISIONS

3.01.  Net Purchase Payment(s):...............................................7
3.02.  Individual Accounts....................................................7
3.03.  Guaranteed Accumulation Account (GA Account):..........................7
3.04.  Guaranteed Interest Rate - Fixed Account...............................9
3.05.  Experience Credits:....................................................9
3.06.  Maintenance Fee........................................................9
3.07.  Fund(s) Record Units - Separate Account................................9
3.08.  Net Return Factor(s) - Separate Account................................9
3.09.  Fund(s) Record Unit Value - Separate Account..........................10
3.10.  Current Value.........................................................10
3.11.  Transfer of Current Value from the Funds or GA Account................10
3.12.  Transfer of Current Value from the Fixed Account......................10
3.13.  Notice to the Contract Holder.........................................10
3.14   Sum Payable at Death (Before Annuity Payments Start):.................11
3.15.  Surrender Value.......................................................11
3.16.  Payment of Surrender Value............................................11
3.17.  Reinstatement.........................................................11




                                       2
<PAGE>




                             IV. ANNUITY PROVISIONS

4.01.  Choices to be Made....................................................12
4.02.  Terms of Annuity Options..............................................12
4.03.  Death of Annuitant/Beneficiary........................................13
4.04.  Fund(s) Annuity Units - Separate Account..............................13
4.05.  Fund(s) Annuity Unit Value - Separate Account.........................13
4.06.  Annuity Options.......................................................14

                              V. SPECIAL PROVISIONS

5.01   Deferred Compensation Plan............................................22
5.02.  Allocated Pension or Profit Sharing Plan..............................23
5.03.  Unallocated Pension or Profit Sharing Plan............................24
5.04.  Tax Deferred Annuity Plan.............................................26
5.05.  Tax Deferred Annuity Plan (ERISA).....................................28



                                       3
<PAGE>


         I.       GENERAL DEFINITIONS

1.01.    Annuitant - A person on whose life an Annuity has been effected under
         this Contract.

1.02.    Annuity - Payment of an income:

         (a)      for the life of one or two persons;

         (b)      for a stated period; or,

         (c)      for some combination of (a) and b).

1.03.    Fixed Account - An accumulation option with a guaranteed minimum
         interest rate. Aetna may credit a higher rate which is not guaranteed.

1.04.    Fixed Annuity - An Annuity with payments which do not vary in amount.

1.05.    Fund(s) - The open-end registered management investment companies,
         (mutual funds) made available by Aetna under this Contract.

1.06.    General Account - The Account holding the assets of Aetna, other than
         those assets held in the Separate Accounts.

1.07.    Guaranteed Accumulation Account - An accumulation option which
         guarantees a stipulated rate of interest for a specified period of
         time.

1.08.    Participant - A person who participates in the Plan named on the
         Specifications page of this Contract.

1.09.    Plan - The Plan named on the Specifications page. The Plan is not a
         part of the Contract. Aetna is not bound by the terms of the Plan.

1.10     Purchase Payments - Payments made to Aetna.

1.11.    Separate Accounts - Accounts set up by Aetna under the Connecticut
         Insurance Laws which purchase shares of the Fund(s).

1.12.    Valuation Period (Period) - The period of time from the end of one
         business day on the New York Stock Exchange to the end of the next
         business day.

1.13.    Variable Annuity - An Annuity with payments which vary with the net
         investment results of a Separate Account.



                                       4
<PAGE>

         II.      GENERAL PROVISIONS



2.01.    Change of Contract: Only an authorized officer of Aetna may change the
         terms of this Contract. Aetna will notify the Contract Holder in
         writing at least 30 days before the effective date of any change. Any
         change will not affect the amount or terms of any Annuity which begins
         before the change.

         Any change that affects the following provisions of this Contract will
         not apply to any individual participating under this contract before
         the effective date of the change:

         (a)      Net Purchase Payment(s);

         (b)      Guaranteed GA Account Interest Rate;

         (c)      Guaranteed Interest Rate - Fixed Account;

         (d)      Net Return Factor(s) - Separate Account;

         (e)      Current Value;

         (f)      Surrender Value;

         (g)      Fund(s) Annuity Unit Value - Separate Account;

         Any change that affects the Annuity Options and the tables for the
         Options can only be made:

         (1)      No earlier than 12 months after the Effective Date of this
                  Contract; and

         (2)      No earlier than 12 months after the effective date of any such
                  prior change.

         New Participants covered under this Contract on or after the effective
         date of any change will be subject to the change. If the Contract
         Holder does not agree to any change under this provision, no new
         Participants will be covered under this Contract. Aetna will continue
         to accept Purchase Payments for the Participants covered under this
         Contract before the change. This Contract may also be changed as
         required by federal or state law.

2.02.    Change of Fund(s): Aetna, or the Separate Account may:

         (a)      Change the Fund(s) which may be invested in by the Separate
                  Account; and

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

         Changes must be:

         (1)      Approved by a majority vote of persons having an interest in
                  the Separate Account and the Fund(s); or

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

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

         Aetna will notify the Contract Holder of any change.

2.03.    Non-Participating Contract: The Contract Holder, Participants, or



                                       5
<PAGE>

         beneficiaries will not have a right to share in the earnings of Aetna.

2.04.    Payments: Aetna will make Annuity payments as and when due. Aetna will
         make other payments within 7 days of receipt at its Home Office of a
         written claim for payment which is in good order, except as provided in
         3.16.

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

2.06.    Control of Contract: See Part V.

2.07.    Designation of Beneficiary: See Part V. The beneficiary may be changed
         at any time.

2.08.    Misstatements and Adjustments: If Aetna finds the age of any payee to
         be misstated, the correct facts will be used to adjust payments.

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

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

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


                                       6
<PAGE>

         III.     PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS


3.01.    Net Purchase Payment(s): The actual Purchase Payment less any premium
         tax. As a rule, Aetna will deduct the premium tax when Annuity benefits
         are purchased (see Part IV). If Aetna determines that it must pay a
         premium tax when Purchase Payments are received or at any other time,
         it will deduct the tax at that time.

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

         (a) the Fixed Account;

         (b) The Guaranteed Accumulation Account; and

         (c) the Fund(s) in which the Separate Account invests.

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

         During any calendar year, 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.

3.02.    Individual Accounts:  See Part V.

3.03.    Guaranteed Accumulation Account (GA Account): An accumulation option
         which guarantees a stipulated rate of interest for a specified period
         of time (see (c) below). Amounts withdrawn before the end of the
         Guaranteed Term may be subject to a Market Value Adjustment (see (f)
         below).

         (a) Guaranteed Deposit Period (Deposit Period) - The period of time,
             usually a calendar month during which Net Purchase Payment(s) are
             accepted in the GA Account for a Guaranteed Term.

         (b) Guaranteed Term (Term) - A period of time, including the Deposit
             Period, for which interest rates are guaranteed on the Net Purchase
             Payment made to the GA Account. The Term may vary for each Purchase
             Payment and will be from approximately 1 to 5 years from the date
             the Deposit Period ends.

         (c) Guaranteed GA Account Interest Rates (Guaranteed Rates) - An
             interest rate will be declared at the start of a Deposit Period and
             guaranteed by Aetna for a Term; this interest rate will never be
             less than 4%. Aetna will add interest daily. Aetna may declare
             higher interim Guaranteed Rates for:

                  (1)      The Deposit Period and 12 months following the close
                           of a Deposit Period; and

                  (2)      Any subsequent 12-month period until the end of the
                           Term. The last period of the Term may be from 10-12
                           months.

         (d) Withdrawals - Amounts withdrawn from the GA Account before the end
             of the Term may be subject to a Market Value Adjustment (see (f)
             below). Withdrawals will be made from the Term with the oldest
             Deposit Period. During the



                                       7
<PAGE>

             Deposit Period and the 90 days following the close of the Deposit
             Period, any amounts applied to the GA Account during the Deposit
             Period may not be withdrawn unless due to:

             (1)      A surrender; or

             (2)      To pay a premium for an Annuity Option.

         (e) Reinvestment - At least 18 days before the end of a Term, the
             Contract Holder will be mailed a notice of the next available
             Guaranteed Rates and Term. Amounts may be withdrawn from the ending
             Term on its final day without Market Value Adjustment. Aetna must
             receive written notice of such election at its Home Office at least
             three (3) business days before the end of the Term. Otherwise,
             amounts in the ending Term will be added to the new Term and will
             be subject to the new Guaranteed Rates. If this Contract is issued
             under a Tax Deferred Annuity Plan (see Specifications page), the
             above notice will be sent to the Participant(s).

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

             (1)      A transfer;

             (2)      A surrender; or

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

         The amount of the withdrawal will be adjusted to a market value amount
         as described below. The market value amount will be equal to the amount
         withdrawn multiplied by the following ratio:

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

         Where

           [bullet] i is the Deposit Period Yield;

           [bullet] j is the Current Yield; and

           [bullet] x is the number of days from the Wednesday of the week of
                    withdrawal to the last day of the Term.

         The Deposit Period Yield will be determined as follows:

           [bullet] At the close of the last business day of each week of the
                    Deposit Period, a yield will be computed as the average of
                    the yields on the day of U.S. Treasury Notes which mature in
                    the last quarter of the Term.

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

         The Current Yield is the average of the yields on the last business day


                                       8
<PAGE>

         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 exist which mature in the last
         quarter of the Term, Aetna reserves the right to use the next available
         U.S. Treasury Notes that mature in a following quarter.

         There will be no Market Value Adjustment for withdrawals made to:

           [bullet] Satisfy the terms of the Sum Payable at Death provision; or

           [bullet] Pay a premium for Annuity Options 3 or 4.

         Aetna may make any change that affects the Market Value Adjustment with
         at least 30 days advance written notice to the Contract Holder. Any
         such change shall become effective for any new Term and for any present
         or future Participant.

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

3.05     Experience Credits: Aetna may apply Experience Credits under this
         Contract. Any such Credit will be computed as decided by Aetna.

3.06.    Maintenance Fee: See Part V.

3.07.    Fund(s) Record Units - Separate Account: The portion of the Net
         Purchase Payment(s) applied to the Separate Account will determine the
         number of Fund(s) Record Units. This number is equal to the Net
         Purchase Payment applied to the Fund divided by the Record Unit Value
         (see 3.09) for the Valuation Period in which the Purchase Payment is
         received in good order.

3.08.    Net Return Factor(s) - Separate Account: The Net Return Factors are
         used to compute all Separate Account values and payments for any Fund.

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

         The Net Return Rate is equal to:

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

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

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

         (d) The total value of the Fund Record Units and Fund Annuity Units of
             the Separate Account (see 3.09 and 4.05) at the start of the
             Valuation Period; minus

         (e) A daily actuarial charge at an annual rate of 1.25% for Annuity
             mortality and expense risks and profit and a daily administrative
             charge which will not exceed .25% on an annual basis.

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



                                       9
<PAGE>

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

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

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

3.10.    Current Value: The Current Value (See Part V) is equal to:

         (a) Any amounts in the Fixed Account, including Fixed Account interest
             added by Aetna; plus

         (b) Any amounts in the GA Account, including GA Account interest added
             by Aetna; plus

         (c) The sum of any Separate Account Record Unit value(s); plus

         (d) Any amount due to Experience Credits; less

         (e) Any Maintenance Fee(s) due.

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

3.11.    Transfer of Current Value from the Funds or GA Account: Before an
         Annuity Option is elected, all or any portion of the Current Value may
         be transferred from any Fund to any other Fund, to the Fixed Account,
         or to the GA Account's current Deposit Period. Any portion of the
         Current Value in the GA Account may be transferred to any Fund or to
         the Fixed Account. Transfers from the GA Account are subject to the
         Withdrawal and Market Value Adjustment provisions. (See 3.03)

         Four 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. If additional transfers are allowed, each may be subject
         to a fee of up to $10.

3.12.    Transfer of Current Value from the Fixed Account: 10% of the Current
         Value held in the Fixed Account may be transferred to any Fund(s) or to
         the GA Account's current Deposit Period. Such transfer will be:

         (a) Without charge;

         (b) Allowed once per calendar year; and

         (c) Not allowed under an Annuity Option.

         Aetna may, on a temporary basis, allow any larger percent to be
         transferred.

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

3.13.    Notice to the Contract Holder: Aetna will notify the Contract Holder
         each year of:

         (a) The Value of any amounts held in:



                                       10
<PAGE>

             (1) The Fixed Account;

             (2) The GA Account; and

             (3) The Fund(s) for the Separate Account; and

         (b) The number of any Fund(s) Record Units; and

         (c) The Fund(s) Record Unit Value(s).

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

         If this Contract is issued for a Tax Deferred Annuity Plan, the above
         notice will be sent to each Participant.

3.14.    Sum Payable at Death (Before Annuity Payments Start): See Part V.

3.15.    Surrender Value: See Part V.

3.16.    Payment of Surrender Value: Under certain emergency conditions, Aetna
         may defer payment:

         (a) For a period of up to 6 months (unless not allowed by state law);
             or

         (b) As provided by federal law.

         Aetna may pay any Fixed Account Surrender Value with interest in equal
         payments over a period not to exceed 60 months when the amounts held in
         the Fixed Account under this Contract exceeds $500,000. This will apply
         only if the sum of the amounts surrendered within the past 12 months
         exceeds 20% of such Fixed Account amount.

         Interest, as used above, will not be more than two percentage points
         below any rate determined prospectively by the Board of Directors for
         this class of Contract. In no event, will the interest rate be less
         than 4%.

3.17.    Reinstatement: All or a portion of the proceeds of a full surrender of
         this Contract may be reinvested within 30 days after the surrender if
         allowed by law. Any Maintenance Fee and Surrender Fee charged at the
         time of surrender on the amount being reinvested will be included in
         the reinstatement. 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 Maintenance Fee which falls due after the surrender and before the
         reinstatement will be deducted from the amount reinstated.

         Reinstatement is permitted only once.




                                       11
<PAGE>

         IV.      ANNUITY PROVISIONS

4.01.    Choices to be Made: An Annuity Option may be elected by telling Aetna
         to pay all or any portion of the Current Value (minus any premium tax)
         as a premium for an Annuity under Option 2, 3, or 4 (see 4.06). The
         first Annuity payment must generally be made no later than the first
         day of the month following the Annuitant's 75th birthday. Aetna may be
         told to make the first Annuity payment during any prior month.

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

         (a) A Fixed Annuity using the General Account;

         (b) A Variable Annuity using any of the Fund(s) made available by Aetna
             for Annuity purposes; or

         (c) A combination of (a) and (b).

         If a Fixed Annuity is chosen, Aetna will add interest daily at an
         annual rate no less than 3.5%. Aetna may add interest daily at any
         higher rate.

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

4.02.    Terms of Annuity Options:

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

         (b) The present value of the expected payments to the Annuitant when
             payments start shall be more than 50% of the present value of the
             total expected payments to be made; this restriction does not apply
             if Option 4 is chosen and the second Annuitant is the spouse of the
             Annuitant.

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

         (d) If a Fixed Annuity under Option 2, 3 or 4 is chosen and a larger
             payment would result from applying the Surrender Value to a current
             Aetna single premium immediate Annuity, Aetna will make the larger
             payment.

         (e) Age, where used in the following tables, means age on the birthday
             closest to the date of the first payment.

         The Annuity rates for Options 3 and 4 are based on mortality from 1983
         Table a. The Annuity rates do not differ by sex.

         (f) Assumed Annual Net Return Rate is the interest rate used to
             determine the amount of the first Annuity payment under a Variable
             Annuity. The Separate Account must earn this rate plus enough to
             cover the mortality and expense risk and administrative fee charges
             if future Variable Annuity payments are to remain level.



                                       12
<PAGE>

4.03.    Death of Annuitant/Beneficiary: When an Annuitant dies under Options 2
         and 3, the present value of any remaining guaranteed payments will be
         paid in one sum to the beneficiary, or upon election by the
         beneficiary, any remaining payments will continue to the beneficiary.
         If no beneficiary exists, the present value of any remaining guaranteed
         payments will be paid in one sum to the estate of the Annuitant.

         If a beneficiary dies while under Option 1 or while receiving Annuity
         payments, the present value of any remaining payments will be paid in
         one sum to the estate of the beneficiary. The interest rate used to
         determine the first payment will be used to calculate the present
         value.

4.04.    Fund(s) Annuity Units - Separate Account: The number of Fund(s) Annuity
         Units is based on the amount of the first Variable Annuity payment
         which is equal to:

         (a) The portion of the Current Value (minus any premium tax) applied to
             pay a Variable Annuity; divided by

         (b) 1,000; multiplied by

         (c) The payment rate for the Option chosen.

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

4.05.    Fund(s) Annuity Unit Value - Separate Account: For any Valuation
         Period, a Fund(s) Annuity Unit Value is equal to:

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

         (b) The Net Return Factor(s) (see 3.08) for the Period; multiplied by

         (c) A factor to reflect the Assumed Annual Net Return Rate.

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

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

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

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

           [bullet] 6.25% on an annual basis plus an annual return of up to .25%
                    needed to offset the administrative charge set at the time
                    Annuity payments commence if an Assumed Annual Net Return
                    Rate of 5% is chosen.

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



                                       13
<PAGE>

4.06.    Annuity Options:

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

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

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

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

         Option 3 - Life Income - An Annuity will be paid for the life of the
         Annuitant. If also chosen, Aetna will guarantee payments for 60, 120,
         180, or 240 months.

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

         (a) 100% of the payment to continue to the survivor;

         (b) 66 2/3% of the payment to continue to the survivor;

         (c) 50% of the payment to continue to the survivor; or

         (d) Payments for a minimum of 120 months with 100% of the payment to
             continue to the survivor.

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



                                       14
<PAGE>

                                    OPTION 2
                      PAYMENTS FOR A STATED PERIOD OF TIME


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

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


<TABLE>
<CAPTION>
    Years of            Amount of          Years of           Amount of         Years of          Amount of
    Payments            Payments           Payments           Payments          Payments           Payments
    --------            --------           --------           --------          --------           --------

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


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


<TABLE>
<CAPTION>
    Years of            Amount of          Years of           Amount of         Years of          Amount of
    Payments            Payments           Payments           Payments          Payments           Payments
    --------            --------           --------           --------          --------           --------

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


                                       15
<PAGE>

                                    OPTION 3
                                   LIFE INCOME


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

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

                Payments Guaranteed for a Stated Period of Months


<TABLE>
<CAPTION>
      Age of
    Annuitant             None                  60               120                180                240
    ---------             ----                  --               ---                ---                ---

<S>                       <C>                 <C>               <C>                <C>               <C>  
        50                $4.34               $4.34             $4.31              $4.27             $4.22
        51                 4.41                4.40              4.38               4.33              4.27
        52                 4.48                4.47              4.45               4.40              4.32
        53                 4.56                4.55              4.52               4.46              4.38
        54                 4.64                4.63              4.59               4.53              4.44
        55                 4.72                4.71              4.67               4.60              4.50
        56                 4.81                4.80              4.75               4.67              4.56
        57                 4.91                4.89              4.84               4.75              4.62
        58                 5.01                4.99              4.93               4.83              4.69
        59                 5.12                5.10              5.03               4.92              4.75
        60                 5.23                5.21              5.13               5.00              4.82
        61                 5.36                5.33              5.24               5.09              4.88
        62                 5.49                5.45              5.35               5.19              4.95
        63                 5.63                5.59              5.47               5.28              5.02
        64                 5.78                5.73              5.60               5.38              5.08
        65                 5.94                5.89              5.73               5.48              5.15
        66                 6.11                6.05              5.87               5.58              5.21
        67                 6.29                6.22              6.02               5.69              5.27
        68                 6.49                6.41              6.17               5.79              5.33
        69                 6.70                6.60              6.33               5.90              5.38
        70                 6.92                6.81              6.49               6.00              5.43
        71                 7.17                7.04              6.66               6.10              5.48
        72                 7.43                7.27              6.84               6.20              5.52
        73                 7.71                7.53              7.02               6.30              5.55
        74                 8.02                7.80              7.20               6.39              5.59
        75                 8.35                8.08              7.38               6.48              5.62
</TABLE>

    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.

                                       16
<PAGE>

                                    OPTION 3
                                   LIFE INCOME


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

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

                Payments Guaranteed for a Stated Period of Months


<TABLE>
<CAPTION>
      Age of
    Annuitant             None                  60               120                180                240
    ---------             ----                  --               ---                ---                ---

<S>                       <C>                 <C>               <C>                <C>               <C>  
        50                $5.26               $5.25             $5.22              $5.17             $5.11
        51                 5.33                5.32              5.28               5.23              5.15
        52                 5.40                5.38              5.34               5.29              5.20
        53                 5.47                5.45              5.41               5.35              5.26
        54                 5.54                5.53              5.48               5.41              5.31
        55                 5.63                5.61              5.56               5.47              5.36
        56                 5.71                5.69              5.63               5.54              5.42
        57                 5.80                5.78              5.72               5.61              5.47
        58                 5.90                5.88              5.81               5.69              5.53
        59                 6.01                5.98              5.90               5.77              5.59
        60                 6.12                6.09              6.00               5.85              5.65
        61                 6.24                6.21              6.10               5.93              5.71
        62                 6.37                6.33              6.21               6.02              5.77
        63                 6.51                6.46              6.33               6.11              5.83
        64                 6.66                6.60              6.45               6.20              5.89
        65                 6.82                6.75              6.57               6.30              5.95
        66                 6.99                6.91              6.71               6.39              6.01
        67                 7.17                7.08              6.85               6.49              6.06
        68                 7.36                7.27              6.99               6.59              6.12
        69                 7.57                7.46              7.15               6.69              6.17
        70                 7.80                7.67              7.30               6.78              6.21
        71                 8.05                7.89              7.47               6.88              6.25
        72                 8.31                8.13              7.64               6.97              6.29
        73                 8.59                8.38              7.81               7.06              6.33
        74                 8.90                8.64              7.99               7.15              6.36
        75                 9.23                8.93              8.16               7.23              6.38
</TABLE>

    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.



                                       17
<PAGE>

                                    OPTION 4
                           LIFE INCOME FOR TWO PAYEES

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

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

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

                             Age of Second Annuitant

<TABLE>
<CAPTION>
      Age
      of 
   Annuitant        45        50         55        60         65         70        75         80        85
   ---------        --        --         --        --         --         --        --         --        --

<S>                <C>       <C>        <C>        <C>       <C>        <C>        <C>       <C>        <C>  
      45           $3.69     $3.75      $3.81      $3.84     $3.87      $3.90      $3.91     $3.92      $3.92
      50            3.75      3.89       3.97       4.04      4.09       4.13       4.15      4.17       4.18
      55            3.81      3.97       4.16       4.27      4.35       4.42       4.47      4.50       4.51
      60            3.84      4.04       4.27       4.51      4.66       4.78       4.86      4.92       4.95
      65            3.87      4.09       4.35       4.66      4.99       5.19       5.35      5.46       5.53
      70            3.90      4.13       4.42       4.78      5.19       5.67       5.95      6.17       6.31
      75            3.91      4.15       4.47       4.86      5.35       5.95       6.64      7.04       7.34
      80            3.92      4.17       4.50       4.92      5.46       6.17       7.04      8.04       8.63
      85            3.92      4.18       4.51       4.95      5.53       6.31       7.34      8.63      10.05
</TABLE>

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

                             Age of Second Annuitant

<TABLE>
<CAPTION>
      Age
      of
   Annuitant        45        50         55        60         65         70        75         80        85
   ---------        --        --         --        --         --         --        --         --        --

<S>                <C>       <C>        <C>        <C>       <C>        <C>        <C>       <C>        <C>  
      45           $4.63     $4.68      $4.73      $4.77     $4.80      $4.82      $4.84     $4.85      $4.86
      50            4.68      4.80       4.88       4.95      5.00       5.04       5.06      5.08       5.10
      55            4.73      4.88       5.04       5.15      5.24       5.30       5.35      5.39       5.41
      60            4.77      4.95       5.15       5.37      5.52       5.63       5.72      5.79       5.83
      65            4.80      5.00       5.24       5.52      5.83       6.04       6.20      6.31       6.39
      70            4.82      5.04       5.30       5.63      6.04       6.49       6.77      6.99       7.15
      75            4.84      5.06       5.35       5.72      6.20       6.77       7.45      7.86       8.16
      80            4.85      5.08       5.39       5.79      6.31       6.99       7.86      8.84       9.43
      85            4.86      5.10       5.41       5.83      6.39       7.15       8.16      9.43      10.86
</TABLE>


                                       18
<PAGE>

                                    OPTION 4
                           LIFE INCOME FOR TWO PAYEES

                         JOINT AND LAST SURVIVOR ANNUITY
                             662/3% TO THE SURVIVOR
                                NO MINIMUM PERIOD

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

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

                             Age of Second Annuitant

<TABLE>
<CAPTION>
      Age
 of Annuitant       45        50         55        60         65         70        75         80        85
 ------------       --        --         --        --         --         --        --         --        --

<S>                <C>       <C>        <C>        <C>       <C>        <C>        <C>       <C>        <C>  
      45           $3.94     $4.05      $4.18      $4.32     $4.48      $4.66      $4.84     $5.02      $5.19
      50            4.05      4.20       4.35       4.51      4.69       4.89       5.09      5.30       5.49
      55            4.18      4.35       4.54       4.73      4.95       5.18       5.42      5.65       5.87
      60            4.32      4.51       4.73       4.99      5.25       5.53       5.82      6.11       6.37
      65            4.48      4.69       4.95       5.25      5.61       5.97       6.33      6.69       7.02
      70            4.66      4.89       5.18       5.53      5.97       6.49       6.96      7.43       7.88
      75            4.84      5.09       5.42       5.82      6.33       6.96       7.73      8.39       9.02
      80            5.02      5.30       5.65       6.11      6.69       7.43       8.39      9.54      10.46
      85            5.19      5.49       5.87       6.37      7.02       7.88       9.02     10.46      12.15
</TABLE>

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

                             Age of Second Annuitant

<TABLE>
<CAPTION>
      Age
 of Annuitant       45        50         55        60         65         70        75         80        85
 ------------       --        --         --        --         --         --        --         --        --

<S>                <C>       <C>        <C>        <C>       <C>        <C>        <C>       <C>        <C>  
      45           $4.87     $4.99      $5.12      $5.27     $5.44      $5.64      $5.86     $6.09      $6.30
      50            4.99      5.12       5.26       5.43      5.63       5.85       6.09      6.33       6.57
      55            5.12      5.26       5.44       5.63      5.85       6.11       6.38      6.65       6.92
      60            5.27      5.43       5.63       5.87      6.14       6.44       6.75      7.07       7.38
      65            5.44      5.63       5.85       6.14      6.49       6.84       7.23      7.62       8.00
      70            5.64      5.85       6.11       6.44      6.84       7.35       7.84      8.34       8.83
      75            5.86      6.09       6.38       6.75      7.23       7.84       8.60      9.28       9.93
      80            6.09      6.33       6.65       7.07      7.62       8.34       9.28     10.42      11.35
      85            6.30      6.57       6.92       7.38      8.00       8.83       9.93     11.35      13.04
</TABLE>


                                       19
<PAGE>

                                    OPTION 4
                           LIFE INCOME FOR TWO PAYEES

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

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

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

                             Age of Second Annuitant

<TABLE>
<CAPTION>
      Age
 of Annuitant       45        50         55        60         65         70        75         80        85
 ------------       --        --         --        --         --         --        --         --        --

<S>                <C>       <C>        <C>        <C>       <C>        <C>        <C>       <C>        <C>  
      45           $4.07     $4.22      $4.40      $4.61     $4.87      $5.17      $5.49     $5.84      $6.18
      50            4.22      4.37       4.56       4.79      5.06       5.39       5.75      6.13       6.51
      55            4.40      4.56       4.76       5.00      5.31       5.66       6.06      6.49       6.91
      60            4.61      4.79       5.00       5.27      5.61       6.01       6.46      6.95       7.43
      65            4.87      5.06       5.31       5.61      5.99       6.44       6.96      7.54       8.11
      70            5.17      5.39       5.66       6.01      6.44       6.99       7.61      8.29       9.00
      75            5.49      5.75       6.06       6.46      6.96       7.61       8.43      9.29      10.17
      80            5.84      6.13       6.49       6.95      7.54       8.29       9.29     10.54      11.71
      85            6.18      6.51       6.91       7.43      8.11       9.00      10.17     11.71      13.57
</TABLE>

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

                             Age of Second Annuitant

<TABLE>
<CAPTION>
      Age
 of Annuitant       45        50         55        60         65         70        75         80        85
 ------------       --        --         --        --         --         --        --         --        --

<S>                <C>       <C>        <C>        <C>       <C>        <C>        <C>       <C>       <C>  
      45           $5.01     $5.15      $5.33      $5.56     $5.83      $6.17      $6.55     $6.98     $7.49
      50            5.15      5.29       5.48       5.71      6.01       6.36       6.78      7.23      7.68
      55            5.33      5.48       5.66       5.91      6.23       6.61       7.05      7.54      8.05
      60            5.56      5.71       5.91       6.16      6.51       6.93       7.42      7.96      8.53
      65            5.83      6.01       6.23       6.51      6.87       7.34       7.89      8.51      9.16
      70            6.17      6.36       6.61       6.93      7.34       7.87       8.51      9.23     10.00
      75            6.55      6.78       7.05       7.42      7.89       8.51       9.33     10.20     11.14
      80            6.98      7.23       7.54       7.96      8.51       9.23      10.20     11.44     12.64
      85            7.40      7.68       8.05       8.53      9.16      10.00      11.14     12.64     14.51
</TABLE>


                                       20
<PAGE>

                                    OPTION 4
                           LIFE INCOME FOR TWO PAYEES

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

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

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

                             Age of Second Annuitant

<TABLE>
<CAPTION>
      Age
      of
   Annuitant        45        50         55        60         65         70        75         80        85
   ---------        --        --         --        --         --         --        --         --        --

<S>                <C>       <C>        <C>        <C>       <C>        <C>        <C>       <C>       <C>  
      45           $3.69     $3.75      $3.80      $3.84     $3.87      $3.89      $3.91     $3.91     $3.92
      50            3.75      3.89       3.97       4.04      4.09       4.13       4.15      4.16      4.17
      55            3.80      3.97       4.15       4.26      4.35       4.41       4.46      4.48      4.49
      60            3.84      4.04       4.26       4.50      4.65       4.76       4.84      4.89      4.91
      65            3.87      4.09       4.35       4.65      4.98       5.17       5.31      5.41      5.46
      70            3.89      4.13       4.41       4.76      5.17       5.62       5.87      6.05      6.15
      75            3.91      4.15       4.46       4.84      5.31       5.87       6.48      6.79      6.98
      80            3.91      4.16       4.48       4.89      5.41       6.05       6.79      7.50      7.83
      85            3.92      4.17       4.49       4.91      5.46       6.15       6.98      7.83      8.50
</TABLE>

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

                             Age of Second Annuitant

<TABLE>
<CAPTION>
      Age
 of Annuitant       45        50         55        60         65         70        75         80        85
 ------------       --        --         --        --         --         --        --         --        --

<S>                <C>       <C>        <C>        <C>       <C>        <C>        <C>       <C>        <C>  
      45           $4.63     $4.68      $4.73      $4.77     $4.80      $4.82      $4.84     $4.85      $4.85
      50            4.68      4.80       4.88       4.94      4.99       5.03       5.06      5.07       5.08
      55            4.73      4.88       5.04       5.14      5.23       5.29       5.34      5.37       5.38
      60            4.77      4.94       5.14       5.37      5.51       5.62       5.70      5.75       5.78
      65            4.80      4.99       5.23       5.51      5.82       6.00       6.15      6.24       6.30
      70            4.82      5.03       5.29       5.62      6.00       6.44       6.68      6.86       6.96
      75            4.84      5.06       5.34       5.70      6.15       6.68       7.27      7.57       7.76
      80            4.85      5.07       5.37       5.75      6.24       6.86       7.57      8.26       8.58
      85            4.85      5.08       5.38       5.78      6.30       6.96       7.76      8.58       9.23
</TABLE>





                                       21
<PAGE>

         V.       SPECIAL PROVISIONS


         The Special Provisions section which applies to this Contract is shown
         on the Specifications page under Type of Plan. The other sections under
         Special Provisions do not apply.

5.01     Deferred Compensation Plan

         (a)      Control of Contract: All rights in this Contract rest with the
                  Contract Holder, who is entitled to all amounts held under
                  this Contract. The Contract Holder, or authorized designee of
                  the Contract Holder (as allowed by law), may make any choices
                  allowed by this Contract with respect to Individual Accounts.
                  Any choices made under this Contract must be in writing. Until
                  receipt of such choices in its Home Office, Aetna may rely on
                  any prior choices made. This Contract and any Individual
                  Accounts are not subject to the claims of any creditors of
                  Participants except to the extent permitted by law.

         (b)      Designation of Beneficiary: The beneficiary shall be the
                  Contract Holder.

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

         (d)      Maintenance Fee: The Maintenance Fee (see 6.01) will be
                  deducted from the Current Value on the anniversary of the
                  Individual Account Effective Date and on surrender of the
                  entire Individual Account.

         (e)      Current Value: The Current Value as determined in 3.10 of an
                  Individual Account at the end of a Valuation Period.

         (f)      Sum Payable at Death (Before Annuity Payments Start): Aetna
                  will pay the Current Value as directed by the Contract Holder
                  if:

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

                  The sum paid will be the Current Value on the date the notice
                  is received at Aetna's Home Office. The amount paid from the
                  Fixed Account will not be less than the Net Purchase Payments
                  allocated to the Fixed Account for the Participant (less any
                  prior transfers (see 3.12), surrenders, Maintenance Fees, or
                  amounts used to purchase Annuity Options). The beneficiary may


                                       22
<PAGE>

                  choose to apply all or any part of the proceeds to an Annuity
                  Option (see Part IV).

         (g)      Surrender Value: After deduction of the Maintenance Fee (if
                  any), Aetna will reduce the amount payable upon surrender of
                  any portion of the Individual Account(s) by a Surrender Fee.
                  The Surrender Fee will be in accordance with the Surrender Fee
                  table in 6.02.

                  The Fee on a total surrender of an Individual Account will not
                  exceed 8.5% of the Purchase Payments made to the Account.

         (h)      The following sections 5.02, 5.03, 5.04 and 5.05 of the
                  Special Provisions do not apply to this Contract.

5.02.    Allocated Pension or Profit Sharing Plan

         (a)      The preceding section 5.01 of the Special Provisions does not
                  apply to this Contract.

         (b)      Control of Contract: All rights in this Contract rest with the
                  Contract Holder. The Contract Holder owns all amounts held
                  under this Contract. The Contract Holder, or authorized
                  designee of the Contract Holder (as allowed by law), may make
                  any choices allowed by this Contract with respect to
                  Individual Accounts. Any choices under this Contract must be
                  in writing. Until receipt of such choices in its Home Office,
                  Aetna may rely on any prior choices made. This Contract and
                  any Individual Accounts are not subject to the claims of any
                  creditors except to the extent permitted by law.

                  Any payment(s) made under this Contract to other than the
                  Contract Holder must be in compliance with the provisions of
                  the Retirement Equity Act of 1984 (Act). At the time payment
                  is requested or an Annuity Option is elected by the Contract
                  Holder, Aetna will require the Contract Holder to certify the
                  payment option is elected in compliance with the Act. In the
                  absence of such certification, payment will be made to the
                  Contract Holder.

         (c)      Designation of Beneficiary: The beneficiary shall be the
                  Contract Holder.

         (d)      Individual Accounts: If instructed by the Contract Holder,
                  Aetna will maintain two Individual Accounts for each
                  Participant; these will be a Participant's Individual Account
                  for crediting employee Net Purchase Payments and a Plan
                  Individual Account for crediting employer Net Purchase
                  Payments.

         (e)      Maintenance Fee: The Maintenance Fee (see 6.01) will be
                  deducted from the Current Value on each anniversary of the
                  Individual Account Effective Date and upon surrender of the
                  entire Individual Account.

         (f)      Current Value: The Current Value as determined in 3.10 of an


                                       23
<PAGE>

                  Individual Account at the end of a Valuation Period.

         (g)      Sum Payable at Death (Before Annuity Payments Start): Aetna
                  will pay the Current Value to the beneficiary if:

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

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

                  The sum paid will be the Current Value of the Participant's
                  Individual Account on the date when the notice is received at
                  Aetna's Home Office. The amount paid from the Fixed Account
                  will not be less than the Net Purchase Payments allocated to
                  the Fixed Account under the Participant's Individual Account
                  (less any prior transfers (see 3.12), surrenders, Maintenance
                  Fees, or amounts used to purchase Annuity Options). The
                  beneficiary may choose to apply all or part of the payment to
                  an Annuity Option (see Part IV).

         (h)      Surrender Value: After deduction of the Maintenance Fee ( if
                  any), Aetna will reduce the amount payable upon surrender of
                  any portion of the Individual Account(s) by a Surrender Fee.
                  The Surrender Fee will be in accordance with the Surrender Fee
                  table in 6.02.

         (i)      The following Sections 5.03, 5.04 and 5.05 of the Special
                  Provisions do not apply to this Contract.

5.03.    Unallocated Pension or Profit Sharing Plan

         (a)      The preceding Sections 5.01 and 5.02 of the Special Provisions
                  do not apply to this Contract.

         (b)      Control of Contract: All rights in this Contract rest with the
                  Contract Holder. The Contract Holder owns all amounts held
                  under this Contract. The Contract Holder, or authorized
                  designee of the Contract Holder (as allowed by law), may make
                  any choices allowed by this Contract. Any choices under this
                  Contract must be in writing. Until receipt of such choices in
                  its Home Office, Aetna may rely on any prior choices made.
                  This Contract is not subject to the claims of any creditor
                  except to the extent permitted by law.

                  Any payment(s) made under this Contract to other than the
                  Contract Holder must be in compliance with the provisions of
                  the Retirement Equity Act of 1984 (Act). At the time payment
                  is requested or an Annuity Option is elected by the Contract
                  Holder, Aetna will require the Contract Holder to certify the
                  payment option is elected in compliance with the Act. In the
                  absence of such certification, payment will be made to the
                  Contract Holder.



                                       24
<PAGE>

         (c)      Designation of Beneficiary: The beneficiary shall be the
                  Contract Holder.

         (d)      Individual Accounts: There are no Individual Accounts under
                  this Contract. Aetna will maintain one unallocated Plan
                  Account in the name of the Contract Holder to which Net
                  Purchase Payment(s) will be credited.

         (e)      Maintenance Fee: The Maintenance Fee (see 6.01) will be
                  deducted from the Plan Account Current Value on each
                  anniversary of the Plan Account effective date and on
                  surrender of the entire Plan Account.

         (f)      Current Value: The Current Value as determined in 3.10 of the
                  Plan Account at the end of a Valuation Period.

         (g)      Sum Payable at Death (Before Annuity Payments Start): Aetna
                  will pay to the beneficiary any portion of the Plan Account
                  if:

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

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

                  The beneficiary may choose to apply all or any part of the
                  payment to an Annuity Option (see Part IV).

         (h)      Surrender Value: After deduction of the Maintenance Fee (if
                  any), the amount paid by Aetna upon surrender of any portion
                  of the Plan Account will be reduced by a Surrender Fee. The
                  Surrender Fee will be in accordance with the Surrender Fee
                  table in 6.02.

         (i)      The following Sections 5.04 and 5.05 of the Special Provisions
                  do not apply to this Contract.


                                       25
<PAGE>

5.04.    Tax Deferred Annuity Plan

         (a)      The preceding Sections 5.01, 5.02 and 5.03 of the Special
                  Provisions do not apply to this Contract.

         (b)      Control of Contract: This is a Contract between the Contract
                  Holder and Aetna only to satisfy the "purchase" requirements
                  of Section 403(b)(1) of the Internal Revenue Code of 1954, as
                  amended. The Contract Holder has no right, title, or interest
                  in the amounts held under the Contract either by reason of
                  remitting Purchase Payments or applying for this Contract.

                  Each Participant shall own all amounts held in his or her
                  Individual Account. Each Participant may make any choices
                  allowed by this Contract for his or her Individual Account.
                  Choices made under this Contract must be in writing. Until
                  receipt of such choices in its Home Office, Aetna may rely on
                  any previous choices made. This Contract and any Individual
                  Accounts shall not be subject to the claims of any creditors.
                  This Contract and any Individual Accounts are nonassignable,
                  except to Aetna in the event of a loan, and nontransferable.
                  In the event a loan against an Individual Account is
                  requested, however, the Current Value of the Individual
                  Account necessary to cover the loan amount plus interest must
                  be assigned to Aetna.

         (c)      Designation of Beneficiary: Each Participant shall name a
                  beneficiary.

         (d)      Individual Accounts: Aetna will maintain an Individual Account
                  for each Participant. 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. Aetna may
                  maintain an Individual Account for each lump-sum payment.

         (e)      Maintenance Fee: The Maintenance Fee (see 6.01) will be
                  deducted from the Current Value on each anniversary of the
                  Individual Account Effective Date and upon surrender of the
                  entire Individual Account.

         (f)      Current Value: The Current Value as determined in 3.10 of a
                  Participant's Individual Account at the end of a Valuation
                  Period.

         (g)      Loan Value: During the Accumulation Period, a Participant may
                  request a loan from his or her Individual Account Value in
                  place of a partial withdrawal by submitting a loan request
                  form to Aetna's Home Office. A loan may not be requested
                  within 12 months of any prior loan request. If the loan meets
                  the requirements described below, it will not be taxable:



                                       26
<PAGE>

                  (1)      The loan amount must be at least $5,000. The loan
                           amount when added to the outstanding balance of all
                           previous loans may not exceed the lesser of:

                           [bullet] One-half of the Individual Account Current
                                    Value plus the outstanding balance of all
                                    previous loans under the Plan Account; or

                           [bullet] $50,000.

                  Loans can only be made from those Individual Account Values
                  held in the Fund(s) and the Fixed Account. Loans may not be
                  made against amounts held in the GA Account although such
                  values are included in the determination of Individual Account
                  Value. If a Participant intends to request a loan against any
                  portion of the GA Account, that portion must be transferred to
                  any Fund(s) or to the Fixed Account. The transferred amount
                  will be subject to the Withdrawal and Market Value Adjustment
                  provisions.

                  When a loan is made, the number of Accumulation Units equal to
                  the loan amount will be withdrawn from the Individual Account.
                  Accumulation Units taken from an Individual Account to provide
                  a loan do not participate in the investment experience of the
                  related investment media. Unless instructed otherwise, the
                  amount withdrawn will be allocated on a pro rata basis among
                  the Fixed Account and the Fund(s).

                  (2)      Loan interest will accrue on a daily basis at the
                           rate of 3% annually and must be paid in full each
                           year. The interest must be paid directly to Aetna by
                           the Participant. If interest is not paid when due,
                           the entire loan amount plus interest will be treated
                           as a taxable surrender under the terms of the
                           Contract.

                  (3)      Repayment of a loan can be made at any time within 5
                           years from the date the loan was first made. Any
                           unpaid portion of a loan must be repaid at the end of
                           5 years, upon election of an Annuity Option or upon
                           full surrender of the Individual Account, whichever
                           occurs first. Aetna may require all outstanding loans
                           be paid if the Individual Account Value falls below
                           an amount equal to 25% of total loans outstanding.
                           Any loan and accrued interest not repaid when due
                           will be considered a taxable surrender with


                                       27
<PAGE>

                           appropriate deferred sales charges deducted from the
                           Individual Account Value.

         (h)      Sum Payable at Death (Before Annuity Payments Start): The
                  Current Value payable under the terms of this section will be
                  reduced by the amount of the accrued interest on any
                  outstanding loan. Aetna will pay the Current Value to the
                  beneficiary if:

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

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

                  The sum paid will be the Current Value on the date the notice
                  is received at Aetna's Home Office. The amount paid from the
                  Fixed Account will not be less than the Net Purchase
                  Payment(s) allocated to the Fixed Account under the
                  Participant's Individual Account (less any prior transfers
                  (see 3.12), surrenders, Maintenance Fees, or amounts used to
                  purchase Annuity Options). The beneficiary, if a spouse, may
                  choose to apply all or any portion of the payment to an
                  Annuity Option. If the beneficiary is not a spouse, all of the
                  payment must either be applied only to Annuity Option 1 or 2
                  within one year of the Participant's death or be paid to the
                  beneficiary within 5 years of the death of the Participant
                  (see Part IV). If no beneficiary exists, the payment will be
                  made to the estate of the Participant.

         (i)      Annuity Payments to Beneficiary: In no event may any payments
                  to the beneficiary under an Annuity Option extend beyond:

                  (1)      The life of the beneficiary; or

                  (2)      Any certain period greater than the beneficiary's
                           life expectancy.

         (j)      Surrender Value: After deduction of the Maintenance Fee (if
                  any), the amount payable by Aetna upon the surrender of any
                  portion of the Individual Account(s) shall be reduced by a
                  Surrender Fee. The Surrender Fee will be in accordance with
                  the Surrender Fee table in 6.02.

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

         (k)      The following Section 5.05 of the Special Provisions does not
                  apply to this Contract.

5.05.    Tax Deferred Annuity Plan (ERISA)

         (a)      The preceding Sections 5.01, 5.02, 5.03 and 5.04 of the
                  Special Provisions do not apply to this Contract.

         (b)      Control of Contract: This is a Contract between the Contract
                  Holder and Aetna only to satisfy 



                                       28
<PAGE>

                  the "purchase" requirements of Section 403(b)(1) of the
                  Internal Revenue Code of 1954, as amended. The Contract Holder
                  has no right, title, or interest in the amounts held under the
                  Contract either by reason of remitting Purchase Payments or
                  applying for this Contract.

                  The Contract Holder shall notify Aetna in writing of the
                  applicability of Title 1 of the Employee Retirement Income
                  Security Act of 1974 as amended by subsequent law including
                  the Retirement Equity Act of 1984 (Act) to the Plan. Aetna
                  shall rely on the Contract Holder's determination and
                  representation of applicability.

                  Each Participant shall own all amounts held in his or her
                  Individual Account. Each Participant may make any choices
                  allowed by this Contract for his or her Individual Account.
                  Choices made under this Contract must be in writing. Until
                  receipt of such choices in its Home Office, Aetna may rely on
                  any previous choices made. This Contract and any Individual
                  Accounts shall not be subject to the claims of any creditors.
                  This Contract and any Individual Accounts are nonassignable,
                  except to Aetna in the event of a loan or pursuant to a
                  "qualified domestic relations order" as set forth under the
                  Act, and nontransferable. In the event a loan against an
                  Individual Account is requested, however, the Current Value of
                  the Individual Account necessary to cover the loan amount plus
                  interest must be assigned to Aetna.

         (c)      Designation of Beneficiary: Each Participant shall name a
                  beneficiary. However, if the participant is married, Aetna
                  shall disregard the named beneficiary and shall treat the
                  current spouse as sole beneficiary if, upon the Participant's
                  death:

                  (1)      The participant had not reached age 35; or

                  (2)      The appropriate preretirement survivor benefit waiver
                           and spousal consent form have not been submitted to
                           Aetna.

         (d)      Individual Accounts: Aetna will maintain an Individual Account
                  for each Participant. 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. Aetna may
                  maintain an Individual Account for each lump-sum payment.

         (e)      Maintenance Fee: The Maintenance Fee (see 6.01) will be
                  deducted from the Current Value on each anniversary of the
                  Individual Account Effective Date and upon surrender of the
                  entire Individual Account.

         (f)      Current Value: The Current Value as determined in 3.10 



                                       29
<PAGE>

                  of a Participant's Individual Account at the end of a
                  Valuation Period.

         (g)      Loan Value: During the Accumulation Period, a Participant may
                  request a loan from his or her Individual Account Value in
                  place of a partial withdrawal by submitting a loan request
                  form accompanied by the appropriate waiver and spousal consent
                  forms to Aetna's Home Office. A loan may not be requested
                  within 12 months of any prior loan request. If the loan meets
                  the requirements described below, it will not be taxable:

                  (1)      The loan amount must be at least $5,000. The loan
                           amount when added to the outstanding balance of all
                           previous loans may not exceed the lesser of:

                           [bullet] One-half of the total Individual Account
                                    Current Value plus the outstanding balance
                                    of all previous loans under the Plan
                                    Account; or

                           [bullet] $50,000.

                  Loans can only be made from those Individual Account Values
                  held in the Fund(s) and the Fixed Account. Loans may not be
                  made against amounts held in the GA Account although such
                  values are included in the determination of Individual Account
                  Value. If a Participant intends to request a loan against any
                  portion of the GA Account, that portion must be transferred to
                  any Fund(s) or to the Fixed Account. The transferred amount
                  will be subject to the Withdrawal and Market Value Adjustment
                  provisions.

                  When a loan is made, the number of Accumulation Units equal to
                  the loan amount will be withdrawn from the Individual Account.
                  Accumulation Units taken from an Individual Account to provide
                  a loan do not participate in the investment experience of the
                  related investment media. Unless instructed otherwise, the
                  amount withdrawn will be allocated on a pro rata basis among
                  the Fixed Account and the Fund(s).

                  (2)      Loan interest will accrue on a daily basis at the
                           rate of 3% annually and must be paid in full each
                           year. The interest must be paid directly to Aetna by
                           the Participant. If interest is not paid when due,
                           the entire loan amount plus interest will be treated
                           as a taxable surrender under the terms of the
                           Contract.

                  (3)      Repayment of a loan can be made at any time within 5
                           years from the date the loan was first made. Any
                           unpaid portion of a loan must be repaid at the end of
                           5 years, upon election of an Annuity 



                                       30
<PAGE>

                           Option or upon full surrender of the Individual
                           Account, whichever occurs first. Aetna may require
                           all outstanding loans be paid if the Individual
                           Account Value falls below an amount equal to 25% of
                           total loans outstanding. Any loan and accrued
                           interest not repaid when due will be considered a
                           taxable surrender with appropriate deferred sales
                           charges deducted from the Individual Account Value.

         (h)      Sum Payable at Death (Before Annuity Payments Start): The
                  Current Value payable under the terms of this section will be
                  reduced by the amount of the accrued interest on any
                  outstanding loan. Aetna will pay the Current Value to the
                  beneficiary if:

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

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

                  The sum paid will be the Current Value on the date the notice
                  is received at Aetna's Home Office. The amount paid from the
                  Fixed Account will not be less than the Net Purchase
                  Payment(s) allocated to the Fixed Account under the
                  Participant's Individual Account (less any prior transfers
                  (see 3.12), surrenders, Maintenance Fees, or amounts used to
                  purchase Annuity Options). The beneficiary, if a spouse, may
                  choose to apply all or any portion of the payment to an
                  Annuity Option. If the beneficiary is not a spouse, all of the
                  payments must either be applied only to Annuity Option 1 or 2
                  within one year of the Participant's death, or be paid to the
                  beneficiary within 5 years of the death of the Participant.
                  (see Part IV). If no beneficiary exists, the payment will be
                  made to the estate of the Participant.

         (i)      Annuity Payments to Beneficiary: In no event may any payments
                  to the beneficiary under an Annuity Option extend beyond:

                  (1)      The life of the beneficiary; or

                  (2)      Any certain period greater than the beneficiary's
                           life expectancy.

         (j)      Surrender Value: After deduction of the Maintenance Fee (if
                  any), the amount payable by Aetna upon the surrender of any
                  portion of the Individual Account(s) shall be reduced by a
                  Surrender Fee. The Surrender Fee will be in accordance with
                  the Surrender Fee table in 6.02.

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

                  Aetna may defer payment of the surrender value until
                  appropriate 



                                       31
<PAGE>

                  waiver and spousal consent forms are received.

         (k)      Annuity Option: Any election of an Annuity Option other than
                  Option 4 must be accompanied by the appropriate waiver and
                  spousal consent forms.



                                       32
<PAGE>

                                VI. FEE SCHEDULE
                           TAX DEFERRED ANNUITY PLAN
                                RETIREMENT PLUS



6.01.    Maintenance Fee: The Maintenance Fee will be $15 per Individual
         Account. However, for a Separate Individual Account maintained pursuant
         to a lump-sum payment, 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 number of Purchase Payment Cycles completed for
         the Individual Account being surrendered. The number and amount of
         Purchase Payments to be made in a year is chosen by the Participant. A
         Purchase Payment Cycle is completed when this number and amount of
         Purchase Payments have been made. The number of Purchase Payment Cycles
         completed may not be greater than the number of whole years since the
         Individual Account was established. For each surrender, the Fee will be
         as follows:

Number of Purchase Payment Cycles Completed                 Surrender Fee

         Less than 5                                             5%
         5 or more but less than 7                               4%
         7 or more but less than 9                               3%
         9 or 10                                                 2%
         More than 10                                            0%

         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 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:



                                       33
<PAGE>

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

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

         (c)      After a Participant has reached age 59-1/2 and 9 or more
                  Purchase Payment Cycles have been completed for the Individual
                  Account being surrendered;

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

         (e)      When the Individual Account Current 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;

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

         (g)      On account of a Participant's separation from service. The
                  Contract Holder must submit documentation satisfactory to
                  Aetna to confirm that the Participant is no longer providing
                  services to the employer.



                                       34
<PAGE>

                                VI. FEE SCHEDULE
                           TAX DEFERRED ANNUITY PLAN
                                RETIREMENT PLUS



6.01.    Maintenance Fee: The Maintenance Fee will be $12.50 per Individual
         Account. However, for a Separate Individual Account maintained pursuant
         to a lump-sum payment, 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 number of Purchase Payment Cycles completed for
         the Individual Account being surrendered. The number and amount of
         Purchase Payments to be made in a year is chosen by the Participant. A
         Purchase Payment Cycle is completed when this number and amount of
         Purchase Payments have been made. The number of Purchase Payment Cycles
         completed may not be greater than the number of whole years since the
         Individual Account was established. For each surrender, the Fee will be
         as follows:

Number of Purchase Payment Cycles Completed                      Surrender Fee


         Less than 5                                                  5%
         5 or more but less than 7                                    4%
         7 or more but less than 9                                    3%
         9 or 10                                                      2%
         More than 10                                                 0%

         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 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:



                                       35
<PAGE>

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

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

         (c)      After a Participant has reached age 59-1/2 and 9 or more
                  Purchase Payment Cycles have been completed for the Individual
                  Account being surrendered;

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

         (e)      When the Individual Account Current 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;

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

         (g)      On account of a Participant's separation from service. The
                  Contract Holder must submit documentation satisfactory to
                  Aetna to confirm that the Participant is no longer providing
                  services to the employer.



                                       36
<PAGE>

                                VI. FEE SCHEDULE
                           TAX DEFERRED ANNUITY PLAN
                                RETIREMENT PLUS



6.01.    Maintenance Fee: The Maintenance Fee will be $10 per Individual
         Account. However, for a Separate Individual Account maintained pursuant
         to a lump-sum payment, 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 number of Purchase Payment Cycles completed for
         the Individual Account being surrendered. The number and amount of
         Purchase Payments to be made in a year is chosen by the Participant. A
         Purchase Payment Cycle is completed when this number and amount of
         Purchase Payments have been made. The number of Purchase Payment Cycles
         completed may not be greater than the number of whole years since the
         Individual Account was established. For each surrender, the Fee will be
         as follows:

Number of Purchase Payment Cycles Completed                      Surrender Fee

         Less than 5                                                  5%
         5 or more but less than 7                                    4%
         7 or more but less than 9                                    3%
         9 or 10                                                      2%
         More than 10                                                 0%

         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 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:



                                       37
<PAGE>

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

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

         (c)      After a Participant has reached age 59-1/2 and 9 or more
                  Purchase Payment Cycles have been completed for the Individual
                  Account being surrendered;

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

         (e)      When the Individual Account Current 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;

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

         (g)      On account of a Participant's separation from service. The
                  Contract Holder must submit documentation satisfactory to
                  Aetna to confirm that the Participant is no longer providing
                  services to the employer. 

                                       38
<PAGE>

                                VI. FEE SCHEDULE
                           TAX DEFERRED ANNUITY PLAN
                                RETIREMENT PLUS




6.01.    Maintenance Fee: The Maintenance Fee will be $7.50 per Individual
         Account. However, for a Separate Individual Account maintained pursuant
         to a lump-sum payment, 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 number of Purchase Payment Cycles completed for
         the Individual Account being surrendered. The number and amount of
         Purchase Payments to be made in a year is chosen by the Participant. A
         Purchase Payment Cycle is completed when this number and amount of
         Purchase Payments have been made. The number of Purchase Payment Cycles
         completed may not be greater than the number of whole years since the
         Individual Account was established. For each surrender, the Fee will be
         as follows:

Number of Purchase Payment Cycles Completed                      Surrender Fee

         Less than 5                                                  5%
         5 or more but less than 7                                    4%
         7 or more but less than 9                                    3%
         9 or 10                                                      2%
         More than 10                                                 0%

         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 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:



                                       39
<PAGE>

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

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

         (c)      After a Participant has reached age 59-1/2 and 9 or more
                  Purchase Payment Cycles have been completed for the Individual
                  Account being surrendered;

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

         (e)      When the Individual Account Current 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;

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

         (g)      On account of a Participant's separation from service. The
                  Contract Holder must submit documentation satisfactory to
                  Aetna to confirm that the Participant is no longer providing
                  services to the employer.



                                       40
<PAGE>

                                VI. FEE SCHEDULE
                           TAX DEFERRED ANNUITY PLAN
                                RETIREMENT PLUS



6.01.    Maintenance Fee: The Maintenance Fee will be $5 per Individual Account.
         However, for a Separate Individual Account maintained pursuant to a
         lump-sum payment, 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 number of Purchase Payment Cycles completed for
         the Individual Account being surrendered. The number and amount of
         Purchase Payments to be made in a year is chosen by the Participant. A
         Purchase Payment Cycle is completed when this number and amount of
         Purchase Payments have been made. The number of Purchase Payment Cycles
         completed may not be greater than the number of whole years since the
         Individual Account was established. For each surrender, the Fee will be
         as follows:

Number of Purchase Payment Cycles Completed                      Surrender Fee

         Less than 5                                                  5%
         5 or more but less than 7                                    4%
         7 or more but less than 9                                    3%
         9 or 10                                                      2%
         More than 10                                                 0%

         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 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:



                                       41
<PAGE>

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

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

         (c)      After a Participant has reached age 59-1/2 and 9 or more
                  Purchase Payment Cycles have been completed for the Individual
                  Account being surrendered;

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

         (e)      When the Individual Account Current 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;

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

         (g)      On account of a Participant's separation from service. The
                  Contract Holder must submit documentation satisfactory to
                  Aetna to confirm that the Participant is no longer providing
                  services to the employer.



                                       42
<PAGE>

                                VI. FEE SCHEDULE
                           TAX DEFERRED ANNUITY PLAN
                                RETIREMENT PLUS



6.01.    Maintenance Fee: The Maintenance Fee will be $2.50 per Individual
         Account. However, for a Separate Individual Account maintained pursuant
         to a lump-sum payment, 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 number of Purchase Payment Cycles completed for
         the Individual Account being surrendered. The number and amount of
         Purchase Payments to be made in a year is chosen by the Participant. A
         Purchase Payment Cycle is completed when this number and amount of
         Purchase Payments have been made. The number of Purchase Payment Cycles
         completed may not be greater than the number of whole years since the
         Individual Account was established. For each surrender, the Fee will be
         as follows:

Number of Purchase Payment Cycles Completed                 Surrender Fee

         Less than 5                                             5%
         5 or more but less than 7                               4%
         7 or more but less than 9                               3%
         9 or 10                                                 2%
         More than 10                                            0%

         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 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:



                                       43
<PAGE>

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

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

         (c)      After a Participant has reached age 59-1/2 and 9 or more
                  Purchase Payment Cycles have been completed for the Individual
                  Account being surrendered;

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

         (e)      When the Individual Account Current 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;

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

         (g)      On account of a Participant's separation from service. The
                  Contract Holder must submit documentation satisfactory to
                  Aetna to confirm that the Participant is no longer providing
                  services to the employer.



                                       44
<PAGE>

                                VI. FEE SCHEDULE
                     QUALIFIED PENSION/PROFIT SHARING PLAN


6.01.    Maintenance Fee: The Maintenance Fee will be $15 per Individual
         Account. However, for a Separate Individual Account maintained pursuant
         to a lump-sum payment, 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 number of Purchase Payment Cycles completed for
         the Individual Account being surrendered. The number and amount of
         Purchase Payments to be made in a year is chosen by the Participant. A
         Purchase Payment Cycle is completed when this number and amount of
         Purchase Payments have been made. The number of Purchase Payment Cycles
         completed may not be greater than the number of whole years since the
         Individual Account was established. For each surrender, the Fee will be
         as follows:

Number of Purchase Payment Cycles Completed                 Surrender Fee

         Less than 5                                             5%
         5 or more but less than 7                               4%
         7 or more but less than 9                               3%
         9 or 10                                                 2%
         More than 10                                            0%

         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 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:



                                       45
<PAGE>

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

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

         (c)      After a Participant has reached age 59-1/2 and 9 or more
                  Purchase Payment Cycles have been completed for the Individual
                  Account being surrendered;

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

         (e)      When the Individual Account Current 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;

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

         (g)      On account of a Participant's separation from service. The
                  Contract Holder must submit documentation satisfactory to
                  Aetna to confirm that the Participant is no longer providing
                  services to the employer.



                                       46

<PAGE>


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


                 GROUP VARIABLE, FIXED, OR COMBINATION CONTRACT
                                NON-PARTICIPATING

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





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


                               Herein called Aetna

Agrees to pay the benefits stated in this Contract.








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

                                 RIGHT TO CANCEL

The Contract Holder may cancel this Contract within 10 days of receiving it by
returning this Contract along with a written notice to Aetna at the above
address or to the agent from whom it was purchased. Within 7 days after it
receives the notice of cancellation and this Contract at its Home Office, Aetna
will return the entire consideration paid plus any increase or minus any
decrease in the current value of any funds allocated to the Separate Account.

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

Signed at the Home Office on the Effective Date.



/s/ Susan E. Schechter                                          /s/ Dan Kearney
Secretary                                                           President



  INDIVIDUAL VARIABLE, FIXED, OR COMBINATION ANNUITY CONTRACT NONPARTICIPATING
                    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>



                                TABLE OF CONTENTS

                             I. GENERAL DEFINITIONS

                                                                          Page

1.01     Annuitant..........................................................4
1.02     Annuity............................................................4
1.03     Code...............................................................4
1.04     Contract Holder....................................................4
1.05     Fixed Account......................................................4
1.06     Fixed Annuity......................................................4
1.07     Fund(s)............................................................4
1.08     General Account....................................................4
1.09     Participant........................................................4
1.10     Plan...............................................................4
1.11     Purchase Payment(s)................................................4
1.12     Separate Account...................................................4
1.13     Valuation Period (Period)..........................................4
1.14     Variable Annuity...................................................4

                             II. GENERAL PROVISIONS

2.01     Change of Contract.................................................5
2.02     Change of Fund(s)..................................................5
2.03     Nonparticipating Contract..........................................5
2.04     Payments...........................................................5
2.05     State Laws.........................................................5
2.06     Control of Contract................................................5
2.07     Designation of Beneficiary.........................................5
2.08     Misstatements and Adjustments......................................5
2.09     lncontestability...................................................6
2.10     Grace Period.......................................................6

         III. PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS

3.01     Net Purchase Payment(s)............................................7
3.02     Guaranteed Interest Rate - Fixed Account...........................7
3.03     Maintenance Fee....................................................7
3.04     Fund(s) Record Units - Separate Account............................7
3.05     Net Return Factor(s) - Separate Account............................7
3.06     Fund(s) Record Unit Value - Separate Account.......................8
3.07     Current Value......................................................8
3.08     Transfer of Current Value from the Funds...........................8
3.09     Transfer of Current Value from the Fixed Account...................8
3.10     Notice to the Contract Holder......................................8
3.11     Sum Payable at Death (Before Annuity Payments Start)...............8
3.12     Surrender Value....................................................8
3.13     Payment of Surrender Value.........................................8
3.14     Distribution Options (Estate Conservation Option (ECO) 
         Systematic Withdrawal Option (SWO))................................9
3.15     Reinstatement......................................................9

                                       2

<PAGE>




                             IV. ANNUITY PROVISIONS

4.01     Choices to be Made................................................10
4.02     Annuity Payments to Annuitant.....................................10
4.03     Annuity Payments to Annuitant's Beneficiary.......................10
4.04     Terms of Annuity Options..........................................11
4.05     Death of Annuitant/Beneficiary....................................12
4.06     Fund(s) Annuity Units - Separate Account..........................12
4.07     Fund(s) Annuity Unit Value - Separate Account.....................12
4.08     Annuity Options...................................................13

                              V. SPECIAL PROVISIONS

5.01     Deferred Compensation Plan........................................22
5.02     Tax Deferred Annuity Plan.........................................24
5.03     Tax Deferred Annuity Plan (ERISA).................................31
5.04     Individual Annuity Plan...........................................39

                                VI. FEE SCHEDULE

6.01     Maintenance Fee...................................................41
6.02     Surrender Fee.....................................................41
6.03     Table of Minimum Values - Fixed Account...........................41


                                       3

<PAGE>




         I.       GENERAL DEFINITIONS



1.01.    Annuitant: A person who receives a series of payments for life or a
         definite period under this Contract. This term may also apply to the
         Contract Holder's or Participant's beneficiary who elected an Annuity
         Option after the Contract Holder/Participant's death before payments
         begin. The Annuitant cannot be changed.

1.02.    Annuity:  Payment of an income:

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

1.03.    Code: The Internal Revenue Code of 1986, as it may be amended from time
         to time.

1.04.    Contract Holder: The entity to which, or person to whom this Contract
         is issued.

1.05.    Fixed Account: An accumulation option with a guaranteed minimum
         interest rate. Aetna may credit a higher rate which is not guaranteed.

1.06.    Fixed Annuity: An Annuity with payments which do not vary in amount.

1.07.    Fund(s): The open-end registered management investment companies
         (mutual funds) made available by Aetna under this Contract.

1.08.    General Account: The Account holding the assets of Aetna, other than
         those assets held in the Separate Accounts.

1.09.    Participant: An eligible person taking part in a Plan.

1.10.    Plan: The Plan named on the Specifications page of the Contract. The
         Plan is not a part of the Contract. Aetna is not bound by the terms of
         the Plan.

1.11.    Purchase Payment(s): Payment(s) made to Aetna.

1.12.    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 the assets of 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.

1.13.    Valuation Period (Period): The period as of 4:00 p.m. Eastern time on
         each day the New York Stock Exchange is open for business to 4:00 p.m.
         Eastern time of the next such business day.

1.14.    Variable Annuity: An Annuity with payments which vary with the net
         investment results of a Separate Account.




                                       4
<PAGE>

         II.      GENERAL PROVISIONS



2.01.    Change of Contract: Except as provided below, only an authorized
         officer of Aetna may change the terms of this Contract. Aetna will
         notify the Contract Holder in writing at least 30 days before the
         effective date of any change. Any change will not affect the amount or
         terms of any Annuity which begins before the change. The following
         provisions of this Contract will not be changed:

         (a)      Net Purchase Payment(s)
         (b)      Guaranteed Interest Rate - Fixed Account
         (c)      Net Retum Factor(s) - Separate Account
         (d)      Current Value
         (e)      Surrender Value
         (f)      Fund(s) Annuity Unit Value - Separate Account
         (g)      Annuity Options
         (h)      Fixed Annuity minimum interest rate
         (i)      Maximum transfer, maintenance, or surrender fees.

         This Contract may also be changed as required by federal or state law.

2.02.    Change of Fund(s): Aetna, or the Separate Account may:

         (a)      Change the Fund(s) which may be invested in by the Separate
                  Account; and

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

         Changes must be:

         (a)      Approved by a majority vote of persons having an interest in
                  the Separate Account and the Fund(s);

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

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

         Aetna will notify the Contract Holder of any change.

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

2.04.    Payments: Aetna will make Annuity payments as and when due. Aetna will
         make other payments within 7 days of receipt at its Home Office of a
         written claim for payment which is in good order, except as provided in
         3.13.

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

2.06.    Control of Contract:  See Part V.

2.07.    Designation of Beneficiary:  See Part V.

2.08.    Misstatements and Adjustments: If Aetna finds the age of any payee to
         be misstated, the correct facts will be used to adjust payments.




                                       5
<PAGE>

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

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




                                       6
<PAGE>

         III.     PURCHASE PAYMENT,
                  CURRENT VALUE, AND
                  SURRENDER PROVISIONS


3.01.    Net Purchase Payment(s): The actual Purchase Payment(s) less any
         premium tax. Generally, Aetna will deduct the premium tax when Annuity
         benefits are purchased (see Part IV). If Aetna determines that it must
         pay a premium tax when Purchase Payment(s) are received or at any other
         time, it will deduct the tax at that time.

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

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

         Aetna must be told the percentage of the Net Purchase Payments to be
         applied to each investment above.

         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.

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

3.03.    Maintenance Fee:  See Part V.

3.04.    Fund(s) Record Units - Separate Account: The portion of the Net
         Purchase Payment(s) applied to the Separate Account will determine the
         number of Fund(s) Record Units. This number is equal to the Net
         Purchase Payment applied to the Fund divided by the Fund(s) Record Unit
         Value (see 3.06) for the Valuation Period in which the Purchase Payment
         is received in good order.

3.05.    Net Return Factor(s) - Separate Account: The Net Return Factors are
         used to compute all Separate Account Values and payments for any Fund.

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

         The Net Return Rate is equal to:

         (a)      The value of the shares of the Fund held by the Separate
                  Account at the end of a Valuation Period; minus
         (b)      The value of the shares of the Fund held by the Separate
                  Account at the start of the Valuation Period; plus or minus
         (c)      Taxes (or reserves for taxes) on the Separate Account (if
                  any); divided by
         (d)      The total value of the Fund Record Units and Fund Annuity
                  Units of the Separate Account (see 3.06 and 4.07) 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 0.25% on an annual
                  basis.

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

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




                                       7
<PAGE>

         The administrative charge may be changed annually except for amounts
         which have been used to purchase an Annuity. This charge will not
         exceed 0.25%

3.06     Fund(s) Record Unit Value - Separate Account: The Fund(s) Record Unit
         Value is computed by multiplying the Net Return Factor for the current
         Valuation Period by the Fund(s) Record Unit Value for the previous
         Period. The dollar value of the Fund(s) Record Units, Separate Account
         assets, and Variable Annuity payments may go up or down due to
         investment gain or loss.

3.07.    Current Value: The Current Value of this Contract is equal to:

         (a)      Any amounts in the Fixed Account, including Fixed Account
                  interest added by Aetna; plus
         (b)      The sum of any Separate Account Record Unit Value(s); less
         (c)      Any Maintenance Fee(s) due.

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

3.08.    Transfer of Current Value from the Funds: Before an Annuity Option is
         elected, all or any portion of the Current Value may be transferred
         from any Fund to any other Fund or to the Fixed Account.

         Twelve transfers of Current Value can be made during a calendar year
         period. Should Aetna allow additional changes, each may be subject to a
         fee of up to $10.

3.09.    Transfer of Current Value from the Fixed Account: 10% of the Current
         Value held in the Fixed Account may be transferred to any Fund(s). Such
         transfer will be:

         (a)      Without charge;
         (b)      Allowed once per calendar year; and
         (c)      Not allowed under an Annuity Option.

         Aetna may, on a temporary basis, allow any larger percent to be
         transferred.

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

3.10.    Notice to the Contract Holder: Before an Annuity Option is elected,
         Aetna will notify the Contract Holder each year of:

         (a)      The value of any amounts held in:
                  (1)      The Fixed Account;
                  (2)      The Fund(s) for the Separate Account;
         (b)      The number of any Fund(s) Record Units; and
         (c)      The Fund(s) Record Unit Value(s).

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

3.11.    Sum Payable at Death (Before Annuity Payments Start): See Part V.

3.12.    Surrender Value:  See Part V.

3.13.    Payment of Surrender Value: Under certain emergency conditions, Aetna
         may defer payment:

         (a)      For a period of up to 6 months (unless not allowed by state
                  law); and

         (b)      As provided by federal law.

         Aetna may pay any Fixed Account surrender value with interest in equal
         payments over a period not to exceed 60 



                                       8
<PAGE>

         months when the amount held in the Fixed Account under this Contract
         exceeds $250,000 on the day prior to the current surrender request.
         This will apply only if the sum of the amounts surrendered within the
         past 12 months and the amount of the current surrender exceeds 20% of
         such Fixed Account amount.

         Interest, as used above, will not be more than two percentage points
         below any rate determined prospectively by the Board of Directors for
         this class of Contract. In no event will the interest rate be less than
         4%.

3.14.    Distribution Options (Estate Conservation Option (ECO)/Systematic
         Withdrawal Option (SWO)): See Part V.

3.15.    Reinstatement: All or a portion of the proceeds of a full surrender of
         this Contract may be reinvested within 30 days after the surrender if
         allowed by law. Any Maintenance Fee and Surrender Fee charged at the
         time of surrender on the amount being reinvested will be included in
         the reinstatement. Amounts will be reinstated among the Fixed Account
         and the Separate Account Fund(s) in the same proportion as they were at
         the time of surrender. The number of Record Units reinstated will be
         based on the Record Unit Value(s) next computed after receipt at
         Aetna's Home Office of the reinstatement request and the amount to be
         reinvested.

         Any Maintenance Fee which falls due after the surrender and before the
         reinstatement will be deducted from the amount reinstated.

         Reinstatement is permitted only once.




                                       9
<PAGE>

         IV.      ANNUITY PROVISIONS



4.01.    Choices to be Made: The Contract Holder may tell Aetna to pay any
         portion of the Current Value (minus any premium tax) as a premium for
         an Annuity under Option 2, 3, or 4 (see 4.08). This election must be
         made in a form acceptable to Aetna within the 90 day period ending on
         the date payments are to begin. A Contract Holder may revoke an
         election at any time prior to the date the payments start. However, the
         spouse of a married Contract Holder, under a Contract subject to the
         provisions of Section 5.03, must consent to the first election and any
         new choice other than Option 4(e) (see 4.08).

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

         (a)      A Fixed Annuity using the General Account;

         (b)      A Variable Annuity using any of the Fund(s) made available by
                  Aetna for Annuity purposes; or

         (c)      A combination of (a) and (b).

         If a Fixed Annuity is chosen, Aetna will add interest daily at an
         annual rate no less than 3.5%. Aetna may add interest daily at any
         higher rate.

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

4.02.    Annuity Payments to Annuitant: In no event may any payments to the
         Annuitant under any Annuity Option extend beyond:

         (a)      The life of the Annuitant;

         (b)      The lives of the Annuitant and the Annuitant's beneficiary
                  under the Plan;
         (c)      Any certain period greater than the Annuitant's life
                  expectancy according to regulations under Code Section 401
                  (a)(9), determined as of the date payments are to begin. (Code
                  Section 401 (a)(9) regulations are not applicable to Section
                  5.04, Individual Annuity Plans); or
         (d)      A period certain greater than the life expectancies of the
                  Annuitant and the Annuitant's beneficiary under the Plan,
                  according to regulations under Code Section 401 (a)(9),
                  determined as of the date payments are to begin. (Code Section
                  401 (a)(9) regulations are not applicable to Section 5.04,
                  Individual Annuity Plans.)

4.03.    Annuity Payments to Annuitant's Beneficiary: In no event may payments
         to the beneficiary under an Annuity Option extend beyond:

         (a)      The life of the beneficiary; or
         (b)      Any certain period greater than the beneficiary's life
                  expectancy as determined by regulations under Code Section 401
                  (a)(9). (Code Section 401 (a)(9) regulations are not
                  applicable to Section 5.04, Individual Annuity Plans.)

         The present value of any remaining payments due after the death of both
         Annuitants under a joint and survivor Annuity Option, (see 4.08), will
         be made to the beneficiary designated by the Contract Holder or to the
         Contract Holder's estate. The second Annuitant does not have the right
         to change the beneficiary upon the Contract Holder's death.


                                       10
<PAGE>


4.04.    Terms of Annuity Options:

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

         (b)      The present value of the expected payments to the Annuitant
                  when payments start shall be determined according to the
                  Tables under IRS regulations to comply with the minimum
                  distribution incidental death benefit rule. This restriction
                  does not apply if Option 4 is chosen and the second Annuitant
                  is the spouse of the Annuitant.

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

         (d)      If a Fixed Annuity under Option 2, 3 or 4 is chosen and a
                  larger payment would result from applying the surrender value
                  to a current Aetna single premium immediate Annuity, Aetna
                  will make the larger payment.

         (e)      The Annuitant's age will be reduced by one year for Annuity
                  commencement dates occurring during the 1990's, reduced by two
                  years for Annuity commencement dates occurring during the
                  decade 2000- 2009, and so on. The Annuitant's adjusted age is
                  determined based on the age as of the birthday closest to the
                  date of the first Annuity payment. The Annuity rates for
                  Options 3 and 4 are based on mortality from 1983 Table a.

         (f)      Assumed Annual Net Return Rate is the interest rate used to
                  determine the amount of the first Annuity payment under a
                  Variable Annuity. The Separate Account must earn this rate
                  plus enough to cover the mortality and expense risk charges
                  and, if 

                                       11
<PAGE>
                  applicable, any administrative charge if future Variable
                  Annuity Payments are to remain level.


4.05.    Death of Annuitant/Beneficiary: When an Annuitant dies under Options 2
         and 3, or if both the Annuitant and survivor die under Option 4 (d),
         the present value of any remaining guaranteed payment will be paid in
         one sum to the beneficiary, or upon election by the beneficiary, any
         remaining payments will continue to the beneficiary. If there is no
         beneficiary under Option 2 and 3, the present value of any remaining
         payments will be paid in one sum to the estate of the Annuitant. If
         there is no beneficiary under Option 4(d), the present value of any
         remaining payments will be paid in one lump sum to the last survivor's
         estate.

         If the Annuitant dies under Option 1, the amount held plus accrued
         interest will be paid in one sum to the beneficiary. If there is no
         beneficiary, the lump sum will be paid to the Annuitant's estate.

         If the beneficiary dies while receiving annuity payments elected by the
         Annuitant, the present value of any remaining payments will be paid in
         one sum to the beneficiary's estate unless otherwise elected. The
         interest rate used to determine the first payment will be used to
         calculate the present value.

4.06.    Fund(s) Annuity Units - Separate Account: The number of Fund(s) Annuity
         Units is based on the amount of the first Variable Annuity payment
         which is equal to:

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

         Such amount, or portion of the Variable Payment will be divided by the
         appropriate Fund(s) Annuity Unit Value (see 4.07) on the tenth
         Valuation Period before the due date of the first payment to determine
         the number of each Fund(s) Annuity Units. The number of each Fund(s)
         Annuity Units remains fixed. Each future payment is equal to the sum of
         the products of each Fund(s) Annuity Unit Value multiplied by the
         appropriate number of Units. The Fund(s) Annuity Unit value on the
         tenth Valuation Period prior to the due date of the Payment is used.

4.07.    Fund(s) Annuity Unit Value - Separate Account: For any Valuation
         Period, a Fund(s) Annuity Unit Value is equal to:

         (a)      The Value for the previous Period; multiplied by
         (b)      The Net Return Factor(s) (see 3.05) for the Period; multiplied
                  by
         (c)      A factor to reflect the Assumed Annual Net Return Rate.

         The factor for 3.5% per year is .9999058; for 5% per year it is
         .99998663.

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

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

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



                                       12
<PAGE>

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

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

4.08.    Annuity Options:

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

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

         If this Contract is subject to Code Section 401 (a)(9), and the
         beneficiary elects that the full sum paid upon death is to be held
         under this Option, the beneficiary, if a spouse, must elect (a) or (b)
         above within 5 years after the death of the Annuitant. If the
         beneficiary is not a spouse, the beneficiary must tell Aetna to pay the
         full sum within 5 years after the death of the Annuitant.

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

         If payments for this Option are made under a Variable Annuity, the
         present value of any remaining payments may be withdrawn at any time.
         If a withdrawal is requested within 3 years after the start of
         payments, it will be treated as a surrender (see Part V).

         Option 3 - Life Income - An Annuity will be paid for the life of the
         Annuitant. If also chosen, Aetna will guarantee payments for 60, 120, 1
         80, or 240 months.

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

         (a)      100% of the payment to continue to the survivor;
         (b)      662/3% of the payment to continue to the survivor;
         (c)      50% of the payment to continue to the survivor; or
         (d)      Payments guaranteed for 120 months, with 100% of the payment
                  to continue to the survivor.
         (e)      100% of the payment to continue to the survivor if the
                  survivor is the Annuitant and 50% of the payment to continue
                  to the survivor if the survivor is the second Annuitant.

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



                                       13
<PAGE>

                                    OPTION 2

                      PAYMENTS FOR A STATED PERIOD OF TIME

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

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


<TABLE>
<CAPTION>
    Years of            Amount of           Years of          Amount of          Years of          Amount of
    Payments            Payments            Payments          Payments           Payments          Payments
    --------            --------            --------          --------           --------          --------

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


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


<TABLE>
<CAPTION>
    Years of            Amount of           Years of          Amount of          Years of          Amount of
    Payments            Payments            Payments          Payments           Payments          Payments
    --------            --------            --------          --------           --------          --------

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



                                       14
<PAGE>



                                    OPTION 3

                                   LIFE INCOME

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

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

<TABLE>
<CAPTION>
                                         Payments Guaranteed for a Stated Period of Months
                                         -------------------------------------------------

                          None                    60                    120                   180                   240
    Age of                ----                    --                    ---                   ---                   ---
   Annuitant     Male        Female      Male       Female      Male      Female      Male      Female      Male      Female
   ---------     ----        ------      ----       ------      ----      ------      ----      ------      ----      ------

<S>                 <C>       <C>          <C>         <C>        <C>       <C>        <C>        <C>         <C>       <C>  
      50            $4.56     $4.20        $4.55       $4.19      $4.51     $4.18      $4.45      $4.15       $4.36     $4.11
      51             4.64      4.26         4.62        4.25       4.58      4.24       4.51       4.21        4.42      4.16
      52             4.72      4.32         4.70        4.32       4.66      4.30       4.58       4.26        4.48      4.21
      53             4.80      4.39         4.79        4.38       4.74      4.36       4.65       4.32        4.53      4.27
      54             4.89      4.46         4.87        4.46       4.82      4.43       4.73       4.39        4.59      4.32

      55             4.99      4.54         4.97        4.53       4.91      4.50       4.80       4.46        4.65      4.38
      56             5.09      4.62         5.07        4.61       5.00      4.58       4.88       4.53        4.72      4.44
      57             5.20      4.71         5.17        4.70       5.10      4.66       4.96       4.60        4.78      4.50
      58             5.32      4.80         5.29        4.79       5.20      4.75       5.05       4.68        4.84      4.57
      59             5.44      4.90         5.41        4.88       5.31      4.84       5.14       4.76        4.91      4.63

      60             5.57      5.00         5.53        4.99       5.42      4.93       5.23       4.84        4.97      4.70
      61             5.71      5.11         5.67        5.09       5.54      5.03       5.32       4.93        5.03      4.77
      62             5.86      5.23         5.81        5.21       5.66      5.14       5.42       5.02        5.09      4.84
      63             6.02      5.36         5.97        5.33       5.79      5.25       5.51       5.11        5.16      4.91
      64             6.20      5.49         6.13        5.46       5.93      5.37       5.61       5.21        5.21      4.98

      65             6.38      5.64         6.31        5.60       6.07      5.49       5.71       5.31        5.27      5.05
      66             6.58      5.79         6.49        5.75       6.22      5.63       5.81       5.41        5.32      5.12
      67             6.79      5.95         6.69        5.91       6.38      5.76       5.91       5.52        5.38      5.18
      68             7.02      6.13         6.89        6.08       6.53      5.91       6.01       5.63        5.42      5.25
      69             7.26      6.32         7.11        6.26       6.70      6.06       6.11       5.74        5.47      5.31

      70             7.52      6.53         7.35        6.45       6.86      6.23       6.20       5.85        5.51      5.37
      71             7.80      6.75         7.59        6.66       7.03      6.39       6.29       5.96        5.54      5.42
      72             8.09      6.99         7.85        6.89       7.21      6.57       6.38       6.07        5.57      5.47
      73             8.41      7.26         8.12        7.13       7.38      6.75       6.46       6.17        5.60      5.51
      74             8.75      7.54         8.41        7.39       7.55      6.94       6.53       6.28        5.63      5.55

      75             9.12      7.85         8.71        7.66       7.73      7.13       6.61       6.38        5.65      5.59
</TABLE>

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



                                       15
<PAGE>



                                    OPTION 3

                                   LIFE INCOME

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

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

<TABLE>
<CAPTION>
                                         Payments Guaranteed for a Stated Period of Months
                                         -------------------------------------------------

                         None                    60                   120                  180                   240
    Age of               ----                    --                   ---                  ---                   ---
   Annuitant     Male       Female      Male      Female      Male     Female      Male      Female      Male      Female
   ---------     ----       ------      ----      ------      ----     ------      ----      ------      ----      ------

<S>                <C>       <C>         <C>       <C>          <C>      <C>         <C>       <C>         <C>       <C>  
      50           $5.48     $5.12       $5.46     $5.11        $5.41    $5.09       $5.34     $5.06       $5.24     $5.01
      51            5.55      5.17        5.53      5.17         5.48     5.14        5.40      5.11        5.29      5.05
      52            5.63      5.23        5.61      5.23         5.55     5.20        5.46      5.16        5.34      5.10
      53            5.71      5.30        5.69      5.29         5.62     5.26        5.53      5.22        5.40      5.15
      54            5.80      5.37        5.77      5.36         5.70     5.33        5.60      5.27        5.45      5.20

      55            5.89      5.44        5.86      5.43         5.79     5.39        5.67      5.34        5.51      5.25
      56            5.99      5.52        5.96      5.51         5.87     5.47        5.74      5.40        5.56      5.31
      57            6.10      5.60        6.06      5.59         5.97     5.54        5.82      5.47        5.62      5.37
      58            6.21      5.69        6.17      5.67         6.06     5.62        5.90      5.54        5.68      5.42
      59            6.33      5.79        6.29      5.77         6.17     5.71        5.98      5.61        5.74      5.48

      60            6.46      5.89        6.41      5.87         6.28     5.80        6.06      5.69        5.79      5.55
      61            6.60      6.00        6.55      5.97         6.39     5.90        6.15      5.77        5.85      5.61
      62            6.75      6.11        6.69      6.08         6.51     6.00        6.24      5.86        5.91      5.67
      63            6.91      6.23        6.84      6.20         6.64     6.10        6.33      5.95        5.96      5.73
      64            7.09      6.37        7.00      6.33         6.77     6.22        6.42      6.04        6.02      5.80

      65            7.27      6.51        7.18      6.46         6.91     6.34        6.52      6.13        6.07      5.86
      66            7.47      6.66        7.36      6.61         7.05     6.46        6.61      6.23        6.12      5.92
      67            7.68      6.82        7.55      6.76         7.20     6.60        6.70      6.33        6.16      5.99
      68            7.91      7.00        7.76      6.93         7.35     6.74        6.80      6.43        6.21      6.04
      69            8.15      7.19        7.98      7.11         7.51     6.89        6.89      6.54        6.25      6.10

      70            8.41      7.39        8.21      7.30         7.67     7.04        6.97      6.64        6.28      6.15
      71            8.69      7.62        8.45      7.51         7.83     7.21        7.06      6.74        6.32      6.20
      72            8.99      7.86        8.70      7.73         8.00     7.38        7.14      6.85        6.35      6.25
      73            9.31      8.12        8.97      7.97         8.16     7.55        7.21      6.95        6.37      6.29
      74            9.65      8.41        9.26      8.23         8.33     7.73        7.29      7.04        6.39      6.33

      75           10.02      8.72        9.55      8.50         8.50     7.92        7.35      7.14        6.41      6.36
</TABLE>

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



                                       16
<PAGE>



                                    OPTION 4

                           LIFE INCOME FOR TWO PAYEES

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

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

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

<TABLE>
<CAPTION>
                             Age of Female Annuitant
                             -----------------------

    Age of
Male Annuitant      45        50         55        60         65         70        75         80        85
- --------------      --        --         --        --         --         --        --         --        --

<S>                <C>       <C>        <C>        <C>       <C>        <C>        <C>       <C>        <C>  
      45           $3.69     $3.80      $3.90      $3.98     $4.05      $4.11      $4.15     $4.18      $4.20
      50            3.75      3.89       4.03       4.16      4.27       4.36       4.43      4.48       4.52
      55            3.81      3.97       4.16       4.34      4.51       4.66       4.78      4.86       4.92
      60            3.84      4.04       4.27       4.51      4.76       4.99       5.18      5.33       5.43
      65            3.87      4.09       4.35       4.66      4.99       5.34       5.66      5.92       6.11
      70            3.90      4.13       4.42       4.78      5.19       5.67       6.16      6.61       6.95
      75            3.91      4.15       4.47       4.86      5.35       5.95       6.64      7.33       7.95
      80            3.92      4.17       4.50       4.92      5.46       6.17       7.04      8.04       9.03
      85            3.92      4.18       4.51       4.95      5.53       6.31       7.34      8.63      10.05
</TABLE>

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

<TABLE>
<CAPTION>
                             Age of Female Annuitant
                             -----------------------

  Age of Male
   Annuitant        45        50         55        60         65         70        75         80        85
   ---------        --        --         --        --         --         --        --         --        --

<S>                <C>       <C>        <C>        <C>       <C>        <C>        <C>       <C>        <C>  
      45           $4.63     $4.72      $4.81      $4.89     $4.96      $5.02      $5.07     $5.10      $5.12
      50            4.68      4.80       4.93       5.05      5.16       5.25       5.33      5.38       5.42
      55            4.73      4.88       5.04       5.21      5.38       5.52       5.65      5.74       5.80
      60            4.77      4.95       5.15       5.37      5.61       5.83       6.04      6.19       6.30
      65            4.80      5.00       5.24       5.52      5.83       6.17       6.49      6.76       6.96
      70            4.82      5.04       5.30       5.63      6.04       6.49       6.97      7.42       7.79
      75            4.84      5.06       5.35       5.72      6.20       6.77       7.45      8.14       8.76
      80            4.85      5.08       5.39       5.79      6.31       6.99       7.86      8.84       9.83
      85            4.86      5.10       5.41       5.83      6.39       7.15       8.16      9.43      10.86
</TABLE>

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



                                       17
<PAGE>



                                    OPTION 4

                           LIFE INCOME FOR TWO PAYEES

                         JOINT AND LAST SURVIVOR ANNUITY
                             662/3% TO THE SURVIVOR
                                NO MINIMUM PERIOD

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

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

<TABLE>
<CAPTION>
                             Age of Female Annuitant
                             -----------------------

  Age of Male
   Annuitant        45        50         55        60         65         70        75         80        85
   ---------        --        --         --        --         --         --        --         --        --

<S>                <C>       <C>        <C>        <C>       <C>        <C>        <C>       <C>        <C>  
      45           $3.94     $4.06      $4.20      $4.36     $4.54      $4.74      $4.96     $5.19      $5.42
      50            4.05      4.20       4.36       4.55      4.76       4.99       5.24      5.51       5.78
      55            4.18      4.35       4.54       4.76      5.00       5.28       5.58      5.90       6.22
      60            4.32      4.51       4.73       4.99      5.29       5.63       6.00      6.40       6.79
      65            4.48      4.69       4.95       5.25      5.61       6.03       6.51      7.02       7.52
      70            4.66      4.89       5.18       5.53      5.97       6.49       7.10      7.77       8.45
      75            4.84      5.09       5.42       5.82      6.33       6.96       7.73      8.62       9.56
      80            5.02      5.30       5.65       6.11      6.69       7.43       8.39      9.54      10.82
      85            5.19      5.49       5.87       6.37      7.02       7.88       9.02     10.46      12.15
</TABLE>

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

<TABLE>
<CAPTION>
                             Age of Female Annuitant
                             -----------------------

 Age of Male
   Annuitant        45        50         55        60         65         70        75         80        85
   ---------        --        --         --        --         --         --        --         --        --

<S>                <C>       <C>        <C>        <C>       <C>        <C>        <C>       <C>        <C>  
      45           $4.87     $4.99      $5.12      $5.28     $5.46      $5.68      $5.93     $6.21      $6.49
      50            4.99      5.12       5.27       5.45      5.66       5.90       6.18      6.50       6.82
      55            5.12      5.26       5.44       5.65      5.89       6.17       6.50      6.86       7.23
      60            5.27      5.43       5.63       5.87      6.16       6.50       6.89      7.32       7.76
      65            5.44      5.63       5.85       6.14      6.49       6.90       7.38      7.92       8.47
      70            5.64      5.85       6.11       6.44      6.84       7.35       7.96      8.64       9.36
      75            5.86      6.09       6.38       6.75      7.23       7.84       8.60      9.49      10.46
      80            6.09      6.33       6.65       7.07      7.62       8.34       9.28     10.42      11.71
      85            6.30      6.57       6.92       7.38      8.00       8.83       9.93     11.35      13.04
</TABLE>

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



                                       18
<PAGE>



                                    OPTION 4

                           LIFE INCOME FOR TWO PAYEES

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

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

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

<TABLE>
<CAPTION>
                             Age of Second Annuitant
                             -----------------------

    Age of
   Annuitant        45        50         55        60         65         70        75         80        85
   ---------        --        --         --        --         --         --        --         --        --

<S>                <C>       <C>        <C>        <C>       <C>        <C>        <C>       <C>        <C>  
      45           $4.07     $4.21      $4.38      $4.58     $4.83      $5.13      $5.49     $5.91      $6.35
      50            4.22      4.37       4.55       4.77      5.04       5.37       5.77      6.23       6.72
      55            4.40      4.56       4.76       5.00      5.29       5.66       6.10      6.62       7.18
      60            4.61      4.79       5.00       5.27      5.60       6.01       6.51      7.11       7.76
      65            4.87      5.06       5.31       5.61      5.99       6.46       7.04      7.74       8.52
      70            5.17      5.39       5.66       6.01      6.44       6.99       7.68      8.52       9.47
      75            5.49      5.75       6.06       6.46      6.96       7.61       8.43      9.45      10.64
      80            5.84      6.13       6.49       6.95      7.54       8.29       9.29     10.54      12.03
      85            6.18      6.51       6.91       7.43      8.11       9.00      10.17     11.71      13.57
</TABLE>

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

<TABLE>
<CAPTION>
                             Age of Female Annuitant
                             -----------------------

  Age of Male
   Annuitant        45        50         55        60         65         70        75         80        85
   ---------        --        --         --        --         --         --        --         --        --

<S>                <C>       <C>        <C>        <C>       <C>        <C>        <C>       <C>       <C>  
      45           $5.01     $5.14      $5.30      $5.50     $5.75      $6.08      $6.48     $6.96     $7.49
      50            5.15      5.29       5.46       5.68      5.95       6.29       6.73      7.25      7.82
      55            5.33      5.48       5.66       5.89      6.18       6.56       7.03      7.60      8.24
      60            5.56      5.71       5.91       6.16      6.49       6.90       7.42      8.06      8.78
      65            5.83      6.01       6.23       6.51      6.87       7.33       7.93      8.67      9.50
      70            6.17      6.36       6.61       6.93      7.34       7.87       8.56      9.43     10.43
      75            6.55      6.78       7.05       7.42      7.89       8.51       9.33     10.35     11.57
      80            6.98      7.23       7.54       7.96      8.51       9.23      10.20     11.44     12.95
      85            7.40      7.68       8.05       8.53      9.16      10.00      11.14     12.64     14.51
</TABLE>

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



                                       19
<PAGE>



                                    OPTION 4

                           LIFE INCOME FOR TWO PAYEES

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

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

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

<TABLE>
<CAPTION>
                             Age of Female Annuitant
                             -----------------------

  Age of Male
   Annuitant        45        50         55        60         65         70        75         80        85
   ---------        --        --         --        --         --         --        --         --        --

<S>                <C>       <C>        <C>        <C>       <C>        <C>        <C>       <C>       <C>  
      45           $3.69     $3.79      $3.89      $3.98     $4.05      $4.11      $4.15     $4.17     $4.19
      50            3.75      3.89       4.03       4.16      4.27       4.36       4.42      4.47      4.49
      55            3.80      3.97       4.15       4.34      4.51       4.65       4.76      4.83      4.88
      60            3.84      4.04       4.26       4.50      4.75       4.97       5.16      5.29      5.36
      65            3.87      4.09       4.35       4.65      4.98       5.31       5.61      5.83      5.97
      70            3.89      4.13       4.41       4.76      5.17       5.62       6.07      6.43      6.67
      75            3.91      4.15       4.46       4.84      5.31       5.87       6.48      7.02      7.40
      80            3.91      4.16       4.48       4.89      5.41       6.05       6.79      7.50      8.04
      85            3.92      4.17       4.49       4.91      5.46       6.15       6.98      7.83      8.50
</TABLE>

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

<TABLE>
<CAPTION>
                             Age of Female Annuitant
                             -----------------------

  Age of Male
   Annuitant        45        50         55        60         65         70        75         80        85
   ---------        --        --         --        --         --         --        --         --        --

<S>                <C>       <C>        <C>        <C>       <C>        <C>        <C>       <C>        <C>  
      45           $4.63     $4.72      $4.81      $4.89     $4.96      $5.02      $5.06     $5.09      $5.11
      50            4.68      4.80       4.93       5.05      5.15       5.25       5.32      5.36       5.39
      55            4.73      4.88       5.04       5.21      5.37       5.51       5.63      5.71       5.75
      60            4.77      4.94       5.14       5.37      5.60       5.82       6.00      6.14       6.22
      65            4.80      4.99       5.23       5.51      5.82       6.13       6.43      6.66       6.80
      70            4.82      5.03       5.29       5.62      6.00       6.44       6.87      7.23       7.47
      75            4.84      5.06       5.34       5.70      6.15       6.68       7.27      7.80       8.17
      80            4.85      5.07       5.37       5.75      6.24       6.86       7.57      8.26       8.79
      85            4.85      5.08       5.38       5.78      6.30       6.96       7.76      8.58       9.23
</TABLE>

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



                                       20
<PAGE>



                                    OPTION 4

                           LIFE INCOME FOR TWO PAYEES

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

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

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

<TABLE>
<CAPTION>
                             Age of Female Annuitant
                             -----------------------

  Age of Male
   Annuitant        45        50         55        60         65        70         75         80        85
   ---------        --        --         --        --         --        --         --         --        --

<S>               <C>       <C>        <C>       <C>        <C>       <C>        <C>        <C>       <C>  
      45          $3.94     $4.00      $4.05     $4.10      $4.13     $4.16      $4.18      $4.20     $4.21
      50           4.12      4.20       4.41      4.35       4.41      4.46       4.49       4.52      4.54
      55           4.32      4.42       4.54      4.64       4.74      4.82       4.88       4.92      4.95
      60           4.55      4.68       4.83      4.98       5.13      5.26       5.37       5.45      5.50
      65           4.82      4.98       5.17      5.39       5.60      5.81       6.00       6.14      6.24
      70           5.14      5.33       5.57      5.84       6.14      6.47       6.77       7.04      7.22
      75           5.47      5.70       6.00      6.34       6.74      7.20       7.68       8.13      8.49
      80           5.83      6.10       6.45      6.87       7.38      8.00       8.70       9.42      10.07
      85           6.17      6.49       6.88      7.38       8.00      8.79       9.74      10.81      11.85
</TABLE>

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

<TABLE>
<CAPTION>
                             Age of Female Annuitant
                             -----------------------

   Age of
     Male
  Annuitant        45        50         55         60        65         70         75        80         85
  ---------        --        --         --         --        --         --         --        --         --

<S>              <C>       <C>         <C>       <C>       <C>        <C>        <C>       <C>        <C>  
      45         $4.88     $4.93       $4.98     $5.02     $5.06      $5.09      $5.11     $5.13      $5.14
      50          5.05      5.12       5.19       5.26      5.32       5.36       5.40      5.43       5.45
      55          5.25      5.34       5.43       5.53      5.62       5.70       5.77      5.81       5.84
      60          5.49      5.61       5.73       5.86      6.01       6.13       6.24      6.32       6.38
      65          5.78      5.93       6.09       6.28      6.47       6.67       6.86      7.01       7.11
      70          6.13      6.30       6.50       6.74      7.03       7.33       7.62      7.88       8.09
      75          6.53      6.72       6.98       7.28      7.66       8.08       8.55      8.98       9.35
      80          6.96      7.19       7.49       7.87      8.34       8.91       9.59     10.28      10.92
      85          7.39      7.66       8.01       8.46      9.04       9.77      10.67     11.70      12.74
</TABLE>

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



                                       21
<PAGE>

         V.    SPECIAL PROVISIONS

         The Special Provisions section which applies to this Contract is shown
         on the Specifications page under Type of Plan. The other sections under
         Special Provisions do not apply.

5.01.    Deferred Compensation Plan

         (a)   Control of Contract: All rights in this Contract rest with the
               Contract Holder, who is entitled to all amounts held under this
               Contract. The Contract Holder, or authorized designee of the
               Contract Holder (as allowed by law), may make any choices allowed
               by this Contract. Any choices made under this Contract must be in
               writing. Until receipt of such choices in its Home Office, Aetna
               may rely on any prior choices made. This Contract is not subject
               to the claims of any creditors of the Participant except to the
               extent permitted by law.
         (b)   Designation of Beneficiary: The beneficiary shall be the Contract
               Holder.
         (c)   Maintenance Fee: The Maintenance Fee, if any, (see 6.01) will be
               deducted from the Current Value on each anniversary of the
               Contract effective date and upon surrender of the entire
               Contract.
         (d)   Systematic Withdrawal Option (SWO): A distribution option under
               which a portion of the Contract's Current Value will
               automatically be surrendered and distributed each year.
               (1)  Amount of Distribution: The Contract Holder may elect the
                    payment method described below on behalf of the Participant.
                    [bullet]    Specified Amount: Payments of a designated
                                dollar amount which must be no greater than 100%
                                of the initial Current Value. This amount will
                                remain constant unless a higher amount is
                                required under the Code minimum distribution
                                rules. Each year that the Specified Amount is in
                                effect, Aetna will calculate the minimum
                                required distribution under the Code and
                                distribute this amount if it is larger than the
                                amount elected by the Contract Holder. The life
                                expectancy factor for this purpose will be the
                                Participant's life expectancy at the time of the
                                election of this option, and with each
                                subsequent calendar year the factor will be
                                reduced by one. The minimum required
                                distribution will be determined by dividing the
                                Current Value as of December 31 of the year
                                prior to the payment year, by a life expectancy
                                factor.
                    The life expectancy factor is either the single life or
                    joint life expectancy, as elected by the Contract Holder on
                    behalf of the Participant, based on tables in Section
                    401(a)(9) of the Code or related regulations. If the joint
                    life expectancy is elected, upon either the Participant's or
                    the spouse's death, the minimum required distribution for
                    the Specified Amount payment method will continue to be
                    calculated in the same manner as described under Specified
                    Amount. Payments upon the 



                                       22
<PAGE>

                    Participant's death will continue in the manner described
                    above, unless the spouse elects an alternate payment mode.

                    Any mode elected must provide payments to be made at least
                    as rapidly as those made prior to the Participant's death.

                    These calculations may be changed as necessary to comply
                    with the Code minimum distribution rules.

                    The joint life expectancy factor can only be elected based
                    on the joint life expectancy of the Participant and his or
                    her spouse.

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

               (3)  Date of Distribution: The Contract Holder shall specify the
                    initial distribution date on behalf of the Participant. The
                    Specified Amount payment method must be elected when the
                    Participant is eligible to begin receiving payments under
                    the Plan.

                    SWO payments will be made quarterly, semi-annually or
                    annually.

               (4)  Election and Revocation: SWO may be elected by the Contract
                    Holder on behalf of the Participant by submitting a
                    completed and signed election form to Aetna's Home Office.

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

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

         (e)   Sum Payable at Death (Before Annuity Payments Start): Aetna will
               pay the Current Value as directed by the Contract Holder if:

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

               The sum paid will be the Current Value on the date the notice is
               received at Aetna's Home Office. The amount paid from the Fixed
               Account will not be less than the Net Purchase Payment(s)
               allocated to the Fixed Account plus interest (less any prior
               transfers (see 3.09), surrenders, Maintenance Fees, or amounts
               used to purchase Annuity Options). The Contract Holder may choose
               to apply all or any part of the proceeds to an Annuity Option
               (see Part IV).



                                       23
<PAGE>

         (f)   Surrender Value: After deduction of the Maintenance Fee (if any),
               Aetna will reduce the amount payable upon surrender of any
               portion of the Current Value by a Surrender Fee. The Surrender
               Fee will be in accordance with the Surrender Fee table in 6.02.

               The Fee on a total surrender of the Contract will not exceed 8.5%
               of the Purchase Payment(s) made to the Contract .

         (g)   The following Sections 5.02, 5.03 and 5.04 of the Special
               Provisions do not apply to this Contract.

5.02.    Tax Deferred Annuity Plan

         (a)   The preceding Section 5.01 of the Special Provisions does not
               apply to this Contract.
         (b)   Control of Contract: Each Contract Holder shall own all amounts
               held in his or her Contract. Each Contract Holder may make any
               choices allowed by this Contract. Choices made under this
               Contract must be in writing. Until receipt of such choices in its
               Home Office, Aetna may rely on any previous choices made. This
               Contract and any accounts shall not be subject to the claims of
               any creditors. This Contract is nonassignable, and
               nontransferable except to Aetna in the event of any outstanding
               loan plus interest, or pursuant to a "qualified domestic
               relations order" as set forth under the Retirement Equity Act of
               1984.
         (c)   Designation of Beneficiary: Each Contract Holder shall name a
               beneficiary. The beneficiary may be changed at any time. Until
               receipt of a written request to change the beneficiary, Aetna may
               rely upon the last named beneficiary.
         (d)   Maintenance Fee: The Maintenance Fee, if any, (see 6.01) will be
               deducted from the Current Value on each anniversary of the
               Contract effective date and upon surrender of the entire
               Contract.
         (e)   Loan Value: During the Accumulation Period, the Contract Holder
               may request a loan from his or her Current Value by submitting a
               loan request form to Aetna's Home Office. A loan may not be
               requested within 12 months from the date of any prior loan. The
               following conditions must also be met:

               (1)  The minimum Current Value must be $5,000. The loan amount
                    must be at least $3,500. The loan amount may not exceed the
                    lesser of:
                    [bullet]    50% of the vested Current Value reduced by the
                                outstanding loan balance on the date on which
                                the loan is made; or
                    [bullet]    $50,000 reduced by the highest outstanding
                                balance of loans within the preceding 12 months
                                ending on the day before the loan is made.

                    However, if the Current Value is between $5,000 and $20,000,
                    the loan amount is the lesser of:

                    [bullet]    75% of the vested Current Value reduced by the
                                outstanding loan balance on the date on which
                                the loan is made; or
                    [bullet]    $10,000 reduced by the outstanding loan balance
                                on 



                                       24
<PAGE>

                                the date on which the loan is made.

                    Loans can be made from those Contract values held in the
                    Fund(s) and the Fixed Account.

                    Aetna reserves the right to restrict or limit the amount
                    that may be borrowed from any investment option at any time.
                    However, the full value of all investment options is
                    included in the determination of the Current Value.

                    When a loan is made, the number of accumulation units equal
                    to the loan amount will be withdrawn from the Current Value.
                    Accumulation Units taken from the Current Value to provide a
                    loan do not participate in the investment experience of the
                    related investment options. Unless instructed otherwise, the
                    amount withdrawn will be allocated on a pro rata basis among
                    the Fixed Account and the Fund(s).

               (2)  Loan interest will accrue on a daily basis at the rate of 3%
                    annually.

               (3)  Principal and interest on loans will be amortized over a 5
                    year term.

                    However, principal and interest on loans taken for the
                    acquisition of a Contract Holder's principal residence may
                    be amortized over a period of 1 to 20 whole years, as
                    elected by the Contract Holder. The projected final
                    repayment must be no later than the end of the calendar year
                    in which the Contract Holder attains age 70.

               (4)  Repayment of principal and interest is required at 3 month
                    intervals. A bill in the amount of the quarterly repayment
                    due will be mailed to the Contract Holder in advance of the
                    payment due date. The repayment due date will be the first
                    business day of the third calendar month following the 7th
                    calendar day after the loan effective date. The loan
                    effective date will be the date Aetna receives the loan
                    request form in good order. Payment will be due before the
                    end of the month in which the due date falls.

               (5)  The repayments of principal will be allocated among the same
                    Contract investment options and in the same proportion as
                    when the loan was initially made.

               (6)  if a billed quarterly installment of principal and interest
                    is not paid by the last day of the month in which it is due,
                    a partial surrender equal to the quarterly amount of
                    principal and interest due, and a Surrender Fee, as
                    applicable, will be made from the Contract.

               (7)  If a partial surrender is taken from a Contract Holder's
                    Current Value due to nonpayment of a billed quarterly
                    installment, the date of the surrender will be the first
                    business day following the last day of the month in which
                    the repayment was due.

               (8)  If a repayment is received in excess of a billed amount, the
                    excess will be applied towards 



                                       25
<PAGE>

                    the principal portion of the outstanding loan. Payments
                    received which are less than the billed amount will be
                    returned to the Contract Holder.

               (9)  Prepayment of the entire loan will be allowed. At the time
                    of prepayment, Aetna will bill the Contract Holder for any
                    accrued interest. Aetna will consider the loan paid when
                    this accrued interest is paid.

               (10) If a Contract is surrendered or annuitized with an
                    outstanding loan balance, the loan is cancelled and taxable.
                    Accrued interest and any applicable Surrender Fee will be
                    deducted from the surrender amount. If the Contract is
                    surrendered due to the Contract Holder's death, no surrender
                    fee will be deducted.

         (f)   Estate Conservation Option (ECO) Distribution Option: ECO is a
               distribution option under which a portion of the Contract's
               Current Value will automatically be surrendered and distributed
               each year.

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

                    a.   Payments will commence no earlier than the year in
                         which the Contract Holder attains age 70 1/2, and will
                         be calculated on the full Contract Current Value of the
                         account, except as provided in b.

                    b.   If Aetna maintains separate records of the Contract
                         Current Value as of December 31, (see below), payments
                         made in or after the year in which the Contract Holder
                         attains age 70 1/2, but before attaining age 75, will
                         only be calculated on amounts contributed after
                         December 31,1986, plus all investment earnings after
                         that date. The method under this rule is only used upon
                         election by the Contract Holder. It will no longer be
                         effective if the Contract Holder submits a withdrawal
                         request in addition to a scheduled ECO payment from the
                         account, at which time ECO payments will then be
                         determined under a.

                         Aetna will maintain separate records if the Contract
                         Holder has not requested any withdrawals from his or
                         her account since December 31,1986.

                    If the Contract Holder has attained age 70 1/2 prior to
                    January 1, 1988 or is a participant in a governmental or
                    church plan, the Contract Holder must be retired in order to
                    qualify for the exception under (b).

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



                                       26
<PAGE>

                    As elected by the Contract Holder, the factor is either the
                    single life or joint life expectancy based on tables in
                    Section 401(a)(9) of the Code or related regulations. If
                    joint life expectancy is elected, the payments upon death
                    will be calculated based on the survivor's life expectancy.
                    If there is no survivor, the Current Value will be paid in a
                    lump sum to the survivor's estate.

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

               (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 ECO payment, Aetna will
                    distribute the entire Contract balance.

               (4)  Date of Distribution: Distribution will be made annually on
                    the 15th of any month or such other date Aetna may designate
                    or allow. The Contract Holder shall specify an initial
                    distribution month, not earlier than the calendar year in
                    which the Contract Holder attains age 70 1/2.

               (5)  Election and Revocation: ECO may be elected by the Contract
                    Holder by submitting a completed and signed election form to
                    Aetna's Home Office.

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

               (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.

         (g)   Systematic Withdrawal Option (SWO): A distribution option under
               which a portion of the Contract's Current Value will
               automatically be surrendered and distributed each year.

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

                    [bullet]    Specified Amount: Payments of a designated
                                dollar amount which must be no greater than 10%
                                of the initial Current Value. This amount will
                                remain constant unless a higher amount is
                                required under the Code minimum distribution
                                rules. Each year that the Specified Amount is in
                                effect, Aetna will calculate the minimum
                                required distribution under the Code 



                                       27
<PAGE>

                                and distribute this amount if it is larger than
                                the amount elected by the Contract Holder. The
                                life expectancy factor for this purpose will be
                                the Contract Holder's life expectancy for the
                                initial distribution year and with each
                                subsequent calendar year, the factor will be
                                reduced by one. The minimum required
                                distribution will be determined by dividing the
                                Current Value, including any current loan(s)
                                outstanding, as of December 31 of the year prior
                                to the payment year, by a life expectancy
                                factor.

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

                    The life expectancy factor is either the single life or
                    joint life expectancy, as elected by the Contract Holder,
                    based on tables in the Code or related regulations. If the
                    joint life expectancy is elected, upon either the Contract
                    Holder's or the spouse's death, the minimum required
                    distribution for the Specified Amount payment method will
                    continue to be calculated in the same manner as described
                    under Specified Amount.

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

                    Upon death, payments will continue in the manner described
                    above under Specified Amount and Specified Period, unless
                    otherwise elected by the beneficiary. Any mode elected by
                    the beneficiary, must provide payments to be made at least
                    as rapidly as those made prior to the Contract Holder's
                    death.

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

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

                    SWO payments will be made annually.



                                       28
<PAGE>

                    Subsequent distributions will be made annually on the 15th
                    of the month or such other date Aetna may designate or
                    allow.

               (4)  Election and Revocation: SWO may be elected by the Contract
                    Holder by submitting a completed and signed election form to
                    Aetna's Home Office.

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

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

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

               (1)  The Contract Holder dies before Annuity payments start; and

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

               The sum payable will be the Current Value on the date when the
               notice is received in good order at Aetna's Home Office. The
               amount paid from the Fixed Account will not be less than the Net
               Purchase Payment(s) allocated to the Fixed Account plus interest
               (less any prior transfers (see 3.09), surrenders, Maintenance
               Fees, or amounts used to purchase Annuity Options). The
               beneficiary may choose to apply any sum under an Annuity Option
               (see Part IV), subject to any other terms and conditions of this
               Contract, or to receive a lump sum.

               If the beneficiary is the surviving spouse, the first Annuity
               payment or the lump sum payment may be deferred to a date not
               later than December 31 of the year in which the Contract Holder
               would have attained age 70 1/2 or such later date as may be
               allowed under Federal law or regulations.

               If the beneficiary is not the surviving spouse, all of the
               Current Value must either be applied to an Annuity Option within
               one calendar year of the Contract Holder's death or be paid to
               the beneficiary within 5 calendar years of the Contract Holder's
               death (see Part IV).

               In no event may payments to any beneficiary under an Annuity
               Option extend beyond the life of the beneficiary or any period
               certain greater than the beneficiary's life expectancy. If no
               beneficiary exists, the payment will be made to the estate of the
               Contract Holder.

         (i)   Surrender Value: After deduction of the Maintenance Fee, if any,
               the amount payable by Aetna upon the total surrender of a
               Contract with a loan(s) outstanding shall be reduced by accrued
               interest and if applicable, a Surrender Fee on the loan amount.


                                       29
<PAGE>

               The Surrender Fee will be in accordance with the Surrender Fee
               table in 6.02.

               The fee on a total surrender of the Contract will not exceed 8.5%
               of the actual Purchase Payment(s) made to the Contract.

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

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

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

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

               (1)  The Contract Holder has reached age 59 1/2;
               (2)  The Contract Holder has separated from service;
               (3)  The Contract Holder has died;
               (4)  The Contract Holder has become disabled, within the meaning
                    of Code Section 72(m)(7); or
               (5)  The withdrawal is otherwise allowed by federal law,
                    regulations or rulings.

               A full or partial surrender is also allowed if the Contract
               Holder incurs a "hardship" as that term is defined in the Code or
               regulations under 403(b). However, the amount available for
               hardship is limited to the lesser of the amount necessary to
               satisfy the need, or the Net Purchase Payments attributable to
               Contract Holder salary reduction contributions made on and after
               January 1, 1989.

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

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

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



                                       30
<PAGE>

         (l)   Timing of Distributions: The distribution of benefits accrued
               after December 31, 1986, must be made in a lump sum or must begin
               not later than the April 1 following the calendar year in which
               the Contract Holder attains age 70 1/2.

               The above does not apply if the Contract Holder is affiliated
               with a governmental entity or a church or attains age 70 1/2
               before January 1, 1988. For such a Contract Holder, the
               distribution of benefits accrued after December 31, 1986, must be
               made or must begin not later than the April 1 following the
               calendar year in which the Contract Holder attains age 70 1/2 or
               retires, whichever occurs later.

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

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

         (m)   The following Sections 5.03 and 5.04 of the Special Provisions
               does not apply to this Contract.

5.03.    Tax Deferred Annuity Plan (ERISA)

         (a)   The preceding Sections 5.01 and 5.02 of the Special Provisions do
               not apply to this Contract.

         (b)   Control of Contract: This is a Contract between the Contract
               Holder and Aetna only to satisfy the "purchase" requirements of
               Code Section 403(b)(1), as amended. The Contract Holder has no
               right, title, or interest in the amounts held under the Contract
               either by reason of remitting Purchase Payments or applying for
               this Contract.

               The Contract Holder shall notify Aetna in writing of the
               applicability of Title 1 of the Employee Retirement Income
               Security Act of 1974 as amended by subsequent law including the
               Retirement Equity Act of 1984 (Act) to the Contract. Aetna shall
               rely on the Contract Holder's determination and representation of
               applicability.

               Each Participant shall own all amounts held in his or her
               Contract. Each Participant may make any choices allowed by this
               Contract. Choices made under this Contract must be in writing.
               Until receipt of such choice in its Home Office, Aetna may rely
               on any previous choices made. This Contract shall not be subject
               to the claims of any creditors. This Contract is nonassignable
               and nontransferable, except to Aetna in the event of any
               outstanding loan plus interest, or pursuant to a "qualified
               domestic relations order" as set forth under the Act.

         (c)   Designation of Beneficiary: Each Participant shall name a
               beneficiary. However, if the Participant is married 



                                       31
<PAGE>

               on the date of death, Aetna shall disregard the named beneficiary
               and shall treat the current spouse as sole beneficiary, if:

               (1)  The Participant had not reached age 35; or

               (2)  The Participant had reached age 35, and the appropriate
                    preretirement survivor benefit waiver and spousal consent
                    form(s) has not been submitted to Aetna.

               Any existing or future beneficiary designations not in
               conformance with this provision are null and void. The
               designation of a beneficiary by an unmarried Participant must be
               accompanied by the appropriate spousal consent form.

         (d)   Maintenance Fee: The Maintenance Fee, if any, (see 6.01) will be
               deducted from the Current Value on each anniversary of the
               Contract effective date and upon surrender of the entire
               Contract.

         (e)   Loan Value: During the Accumulation Period, the Participant may
               request a loan from his or her Current Value by submitting a loan
               request form to Aetna's Home Office. If the Participant is
               married, his or her spouse must consent in writing and in a form
               acceptable to Aetna before the loan will be made. A loan will not
               be allowed within 12 months from the date of any prior loan. The
               Loan Effective Date will be the date the Home Office receives the
               loan request form and spousal consent, if necessary, in good
               order. All loans are subject to the following conditions:

               (1)  The minimum vested Current Value must be $2,000. The loan
                    amount must be at least $1,000. The loan amount may not
                    exceed the lesser of:

                    [bullet]    50% of the vested Current Value reduced by any
                                outstanding loan balance(s) on the date on which
                                the loan is made; or

                    [bullet]    $50,000 reduced by the highest outstanding
                                balance(s) of loans within the preceding 12
                                months ending on the day before the current loan
                                is made.

               (2)  Loans can be made from those Contract values held in the
                    Fund(s) and the Fixed Account.

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

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

               (3)  On the first business day of each calendar month, Aetna will
                    determine a Loan Interest Rate. This rate will be equal to
                    Moody's Corporate Bond Yield Average - Monthly Average


                                       32
<PAGE>

                    Corporates as published by Moody's Investors Service, Inc.
                    for the calendar month beginning two months before the date
                    on which the new Loan Interest Rate is effective. The Loan
                    Interest Rate for the calendar month in which the loan is
                    effective will apply for one year from the Loan Effective
                    Date. Annually on the anniversary of the Loan Effective
                    Date, the rate will be adjusted to equal the Loan Interest
                    Rate determined for the month in which the loan anniversary
                    occurs.

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

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

               (6)  If a repayment is in default, an amount equal to the
                    repayment amount and any applicable deferred sales charge
                    will be deducted from the Contract as a deemed partial
                    surrender. The date of the surrender will be the first
                    business day following the last day of the month in which
                    the repayment was due. The surrendered amount will
                    automatically be applied to make the repayment that is in
                    default and will thereafter be subject to (4).

               (7)  If a repayment is received in excess of a billed amount, the
                    excess will be applied towards the principal portion of the
                    outstanding loan. Repayments received which are less than
                    the billed amount will be returned to the Participant;
                    therefore, the repayment will be in default and (6) will
                    apply.

               (8)  Prepayment of the entire loan will be allowed. At the time
                    of prepayment, Aetna will bill the Participant for any
                    accrued Loan Interest in accordance with (4). Aetna will
                    consider the loan paid when this amount is received.

               (9)  If a Contract is surrendered while there is an outstanding
                    loan balance, accrued Loan Interest and any applicable
                    Surrender Fee will be deducted from the Current Value.



                                       33
<PAGE>

               (10) If a Contract is surrendered or annuitized with an
                    outstanding loan balance, the loan is canceled and taxable.
                    Accrued Loan Interest will be deducted from the Current
                    Value and this interest then will be treated as a quarterly
                    repayment under (4).

         (f)   Estate Conservation Option (ECO) Distribution Option: ECO is a
               distribution option under which a portion of the Contract's
               Current Value will automatically be surrendered and distributed
               each year.

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

                    a.   Payments shall commence no earlier than the year in
                         which the Participant attains age 70 1/2, and will be
                         calculated on the full Contract Current Value of the
                         account, except as provided in b.

                    b.   If Aetna maintains separate records of the Contract
                         Current Value as of December 31, (see below), payments
                         made on or after the year in which the Participant
                         attains age 70 1/2 but before attaining age 75, will be
                         calculated only on amounts contributed after December
                         31, 1986, plus all investment earnings after that date.
                         The method under this rule is only used upon the
                         Participant's election and no longer will be effective
                         if he or she submits a withdrawal request in addition
                         to a scheduled ECO payment from the account, at which
                         time ECO payments will then be determined under a.

                           Aetna will maintain separate records if the
                           Participant has not requested any withdrawals from
                           his or her Contract since December 31, 1986.

                    If the Participant has attained age 70 1/2 prior to January
                    1, 1988 or is a participant in a governmental or church
                    plan, the Participant must be retired in order to quality
                    for the exception under (b).

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

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

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


                                       34
<PAGE>

                    The spouse must be named as the beneficiary of any death
                    benefits under the Plan while ECO is in effect.

               (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 ECO payment, Aetna will
                    distribute the entire Contract balance.

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

               (5)  Election and Revocation: ECO may be elected by the
                    Participant by submitting a completed and signed election
                    form to Aetna's Home Office. The Participant also must
                    submit the appropriate joint and survivor annuity waiver and
                    spousal consent form(s) to Aetna at its Home Office.

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

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

         (g)   Systematic Withdrawal Option (SWO): A distribution option under
               which a portion of the Contract's Current Value will
               automatically be surrendered and distributed each year.

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

                    [bullet]    Specified Amount: Payments of a designated
                                dollar amount which must be no greater than 10%
                                of the Initial Current Value. This amount will
                                remain constant unless a higher amount is
                                required under the Code minimum distribution
                                rules. Each year that the Specified Amount is in
                                effect, Aetna will calculate the minimum
                                required distribution under the Code and
                                distribute this amount if it is larger than the
                                amount elected by the Participant. The life
                                expectancy factor for this purpose will be the
                                Participant's life expectancy at the time of the
                                election of this option, and with each
                                subsequent calendar year the factor will be
                                reduced by one. The minimum required
                                distribution will be determined by dividing the
                                Current Value, including any current loan(s)
                                outstanding, as of December 31 of the year prior
                                to the payment year, by a life expectancy
                                factor.



                                       35
<PAGE>

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

                    The life expectancy factor is either the single life or
                    joint life expectancy, as elected by the Participant, based
                    on tables in Section 401(a)(9) of the Code or related
                    regulations. If the joint life expectancy is elected, upon
                    either the Participant's or the spouse's death, the minimum
                    required distribution for the Specified Amount payment
                    method will continue to be calculated in the same manner as
                    described under Specified Amount. Payments upon the
                    Participant's death will continue in the manner described
                    above, unless the spouse elects an alternate payment mode.

                    Any mode elected must Provide payments to be made at least
                    as rapidly as those made prior to the Participant's death.

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

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

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

                    SWO payments will be made annually. Subsequent distributions
                    will be made annually on the 15th of the month or such other
                    date Aetna may designate or allow.

               (4)  Election and Revocation: SWO may be elected by the
                    Participant by submitting a completed and signed election
                    form to Aetna's Home Office. The Participant must also
                    submit the appropriate joint and survivor annuity waiver and
                    spousal consent form(s) to Aetna at its Home Office.

                    Once elected, this option may be revoked by the Contract
                    Holder by submitting a written request to Aetna at its Home
                    Office. Any 



                                       36
<PAGE>

                    revocation will apply only to amounts not yet paid. SWO may
                    be elected only once.

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

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

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

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

               The sum payable will be the Current Value on the date when the
               notice is received in good order at Aetna's Home Office. The
               amount paid from the Fixed Account will not be less than the Net
               Purchase Payment(s) allocated to the Fixed Account plus interest
               (less any prior transfers (see 3.09), surrenders, Maintenance
               Fees, or amounts used to purchase Annuity Options). The
               beneficiary may choose to apply any sum under an Annuity Option
               (see Part IV), subject to any other terms and conditions of this
               Contract, or to receive a lump sum.

               If the beneficiary is the surviving spouse, the first Annuity
               payment or the lump sum payment may be deferred to a date not
               later than when the Participant would have attained age 70 1/2 or
               such later date as may be allowed under Federal law or
               regulations.

               If the beneficiary is not the surviving spouse, all of the
               Current Value must either be applied to an Annuity Option within
               one year of the Participant's death or be paid to the beneficiary
               within 5 years of the Participant's death (see Part IV).

               In no event may payments to any beneficiary under an Annuity
               option extend beyond the life of the beneficiary or any period
               certain greater than the beneficiary's life expectancy. if no
               beneficiary exists, the payment will be made to the Participant's
               estate.

         (i)   Surrender Value: After deduction of the Maintenance Fee, if any,
               the amount payable by Aetna upon the total surrender of a
               Contract with a loan(s) outstanding shall be reduced by accrued
               interest and if applicable, a Surrender Fee on the loan amount.
               The Surrender Fee will be in accordance with the Surrender Fee
               table in 6.02.

               The fee on a total surrender of the Contract will not exceed 8.5%
               of the actual Purchase Payment(s) made to the Contract.

               If the Participant is married, his or her spouse must consent in
               writing to any request for a partial surrender. This consent must
               be given within the 90 day period before the partial surrender is
               to be made.

               A full surrender will be paid to a married Participant only as a
               Joint and 



                                       37
<PAGE>

               1/2 Contingent Life Income Annuity (see 4.08), unless the
               Participant's spouse consents in writing to one of the other
               Annuity Options or a lump sum payment. This consent must be given
               within the 90 day period ending on the date payment is to be
               made. If a lump sum payment is elected in lieu of an Annuity
               Option, it must be paid no later than the April 1 of the calendar
               year following the year in which the Participant turns age 70 1/2
               or such later date as may be allowed under federal law or
               regulations.

               If the Contract Holder does not request commencement of benefits
               as described in subsection (1), Aetna will not be responsible for
               compliance with the Code 401(a)(9) minimum distribution
               requirements and for any adverse tax consequences that may
               result.

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

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

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

               (2)  The net increase, if any, in the Current Value of the
                    account after December 31, 1988 attributable to investment
                    gains and losses and credited interest.

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

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

               A full or partial surrender is also allowed if the Contract
               Holder incurs a "hardship" as that term is defined in the Code or
               regulations under 403(b). However, the amount available for
               hardship is limited to the lesser of the amount necessary to
               satisfy the need, or the Net Purchase Payments attributable to
               Contract Holder salary reduction contributions made on and after
               January 1, 1989.

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

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

         (k)   Limitation on Contributions: The Purchase Payment(s) made to the
               account in any year cannot exceed the lesser of the amount
               determined under the exclusion allowance of Code Section
               403(b)(2) or the annual 



                                       38
<PAGE>

               additions limitation of Code Section 415(c)(1). In addition, in
               no event may the Purchase Payment(s) attributable to elective
               deferrals as defined in Code Section 402(g) exceed $9,500 (or,
               such larger amount as adjusted by the Secretary of the Treasury)
               during any calendar year, unless the alternate limitation of Code
               Section 402(g)(8) applies.

         (l)   Timing of Distributions: The distribution of benefits accrued
               after December 31, 1986, must be made in a lump sum or must begin
               not later than the April 1 following the calendar year in which
               the Contract Holder attains age 70 1/2.

               The above does not apply if the Contract Holder is affiliated
               with a governmental entity or a church. For such a Contract
               Holder, the distribution of benefits accrued after December 31,
               1986, must be made or must begin not later than the April 1 of
               the calendar year following the calendar year in which the
               Contract Holder attains age 70 1/2 or retires, whichever occurs
               later.

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

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

         (m)   The following Section 5.04 of the Special Provisions does not
               apply to this Contract.

5.04     Individual Annuity Plan

         (a)   The preceding Sections 5.01, 5.02 and 5.03 of the Special
               Provisions do not apply to this Contract.

         (b)   Control of Contract: All rights in this Contract rest with the
               Contract Holder. The Contract Holder owns all amounts held under
               this Contract. The Contract Holder may make any choices allowed
               by this Contract. Choices made under this Contract must be in
               writing. Until receipt of such choices at its Home Office, Aetna
               may rely on any previous choices made.

         (c)   Designation of Beneficiary: The Contract Holder shall name the
               beneficiary.

               The beneficiary may be changed at any time. Until receipt of a
               written request to change the beneficiary, Aetna may rely upon
               the last named beneficiary.

         (d)   Maintenance Fee: The Maintenance Fee, if any, (see 6.01 ) will be
               deducted from the Current Value on the anniversary of the
               Contract effective date and on surrender of the entire Contract.

         (e)   Sum Payable at Death (Before Annuity Payments Start): Aetna will
               pay the Current Value to the beneficiary if:

               (1)  The Contract Holder dies before Annuity payments start; and



                                       39
<PAGE>

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

               The sum paid will be the Current Value on the date the notice is
               received in good order at Aetna's Home Office. The amount paid
               from the Fixed Account will not be less than the Net Purchase
               Payment(s) allocated to the Fixed Account including Fixed Account
               interest added by Aetna (less any prior transfers, (see 3.09)
               surrenders, Maintenance Fees, or amounts used to purchase Annuity
               Options).

               The following choices are available to any beneficiary subject to
               any other terms and conditions of this Contract and this section.
               The beneficiary may choose to:

               (a)  Apply any sum to an Annuity Option (see 4.08);
               (b)  Maintain the Contract, or allocate any amount to any of the
                    available investment options; or
               (c)  Receive a lump sum payment.

               If the beneficiary is the surviving spouse, the beneficiary shall
               be treated as the successor Contract Holder on Aetna's records.
               Such successor Contract Holder may exercise all rights under the
               Contract.

               If the beneficiary is not the surviving spouse, all of the
               Current Value must either be applied to Annuity Options 2, 3 or 4
               within one year of the Contract Holder's death, or be paid to the
               beneficiary within 5 years of the Contract Holder's death (see
               4.08).

               If no beneficiary exists, payment will be made to the estate of
               the Contract Holder.

         (f)   Surrender Value: After deduction of the Maintenance Fee, if any,
               Aetna will reduce the amount payable upon surrender of any
               portion of the Current Value by a Surrender Fee. The Surrender
               Fee will be in accordance with the Surrender Fee table in 6.02.

               The Fee on a total surrender of the Contract will not exceed 8.5%
               of the actual Purchase Payment(s) made to the Contract.



                                       40
<PAGE>



                                VI. FEE SCHEDULE
                           DEFERRED COMPENSATION PLAN

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

6.02.    Surrender Fee:

         For each surrender, the Surrender Fee will vary according to the period
         of time between the Effective Date of the Contract and the date of
         surrender. The Surrender Fee will be determined as follows:

           If Period of Time is                             Surrender Fee

                    Less than 5 years                            5%
                    From 5 to 6 years                            4%
                    From 6 to 7 years                            3%
                    From 7 to 8 years                            2%
                    From 8 to 9 years                            1%
                    9 or more years                              0%

         No Surrender Fee is deducted from any portion of the Current Value
         which is paid:

         (a)      At the death of the Annuitant before Annuity payments start;

         (b)      As a premium for an Annuity under this Contract;

         (c)      For a full surrender where the Current Value is equal to
                  $2,500 or less and no surrenders have been taken from the
                  Contract within the prior 12 months; or

         (d)      Due to an election of the SWO Distribution Option.

6.03.    Table of Minimum Values - Fixed Account:

         The values in the following Table only apply to a Purchase Payment of
         exactly $1,000. Values would be different for other Purchase Payment
         amounts, if partial surrenders are made, or if Aetna adds interest at a
         rate greater than the Guaranteed Interest Rate - Fixed Account (see
         3.02).

         The Surrender Value assumes that a Purchase Payment of exactly $1,000
         is credited at the Guaranteed Interest Rate at the beginning of each
         Contract year. The applicable Surrender Fee is deducted.



                                       41
<PAGE>



                      TABLE OF MINIMUM FIXED ACCOUNT VALUES
                       PER $1,000 OF NET PURCHASE PAYMENTS
                         ALLOCATED TO THE FIXED ACCOUNT



<TABLE>
<CAPTION>
                                           Minimum                                                   Minimum
    End of        Minimum Current         Surrender           End of         Minimum Current        Surrender
     Year              Value                Value               Year               Value              Value
     ----              -----                -----               ----               -----              -----

<S>                    <C>                 <C>                  <C>                 <C>               <C>   
      1                $1,040              $   988              16                  $1,872            $1,872
      2                 1,082                1,028              17                   1,947             1,947
      3                 1,125                1,069              18                   2,025             2,025
      4                 1,170                1,111              19                   2,106             2,106
      5                 1,217                1,156              20                   2,191             2,191
      6                 1,265                1,168
      7                 1,316                1,290              25                   2,665             2,665
      8                 1,369                1,355
      9                 1,423                1,423              30                   3,243             3,243
      10                1,480                1,480
      11                1,539                1,539              35                   3,946             3,946
      12                1,601                1,601
      13                1,665                1,665              40                   4,801             4,801
      14                1,731                1,731
      15                1,800                1,800              45                   5,841             5,841

                                                                50                   7,106             7,106
</TABLE>



                                       42
<PAGE>


                                VI. FEE SCHEDULE
                           DEFERRED COMPENSATION PLAN

6.01.    Maintenance Fee: The Maintenance Fee will be $20.

6.02.    Surrender Fee:

         For each surrender, the Surrender Fee will vary according to the number
         of Purchase Payment Cycles completed. The number and amount of Purchase
         Payments to be made in a year is chosen by the Contract Holder. A
         Purchase Payment Cycle is completed when this number and amount of
         Purchase Payments have been made. The number of Purchase Payment Cycles
         completed may not be greater than the number of whole years since the
         Contract was issued. For each surrender, the Fee will be as follows:

Number of Purchase Payment Cycles Completed                     Surrender

         Less than 5                                               5%
         5 or more but less than 7                                 4%
         7 or more but less than 9                                 3%
         9 or 10                                                   2%
         More than 10                                              0%

         No Surrender Fee is deducted from any portion of the Current Value
         which is paid:

        (a)    At the death of the Annuitant before Annuity payments start;

        (b)    As a premium for an Annuity under this Contract;

        (c)    On and after the tenth anniversary of the Effective Date of the
               Contract;

        (d)    For a full surrender where the Current Value is equal to $2,500
               or less and no surrenders have been taken from the Contract
               within the prior 12 months; or

        (e)    Due to an election of the SWO Distribution Option.

6.03.      Table of Minimum Values - Fixed Account:

           The values in the following Table only apply to Annual Purchase
           Payments of exactly $1,000. Values would be different for other
           Purchase Payment amounts, if Purchase Payments are not made when due,
           if partial surrenders are made, or if Aetna adds interest at a rate
           greater than the Guaranteed Interest Rate - Fixed Account (see 3.02).

           The Surrender Value assumes that a Purchase Payment of exactly $1,000
           is credited at the Guaranteed Interest Rate at the beginning of each
           Contract year. The Maintenance Fee and applicable Surrender Fee are
           deducted.



                                       43
<PAGE>




                        TABLE OF MINIMUM CONTRACT VALUES
                       PER $1,000 OF NET PURCHASE PAYMENTS


<TABLE>
<CAPTION>
                                           Minimum                                                   Minimum
    End of            Minimum             Surrender           End of              Minimum           Surrender
     Year             Reserve               Value               Year              Reserve             Value
     ----             -------               -----               ----              -------             -----

<S>                   <C>                <C>                     <C>               <C>              <C>    
      1               $1,020             $    969                16                $22,261          $22,261
      2                2,081                1,977                17                 24,171           24,171
      3                3,184                3,025                15                 26,158           26,158
      4                4,331                4,115                19                 28,224           28,224
      5                5,524                5,304                20                 30,373           30,373
      6                6,765                6,495
      7                8,056                7,815                25                 42,478           42,478
      8                9,398                9,117
      9               10,794               10,579                30                 57,206           57,206
      10              12,246               12,246
      11              13,756               13,756                35                 75,124           75,124
      12              15,326               15,326
      13              16,959               16,959                40                 96,925           96,925
      14              18,658               18,658
      15              20,424               20,424                45                123,448          123,448

                                                                 50                155,719          155,719
</TABLE>



                                       44
<PAGE>

                                 VI FEE SCHEDULE
                            TAX DEFERRED ANNUITY PLAN

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

6.02.      Surrender Fee:

           For each surrender, the Surrender Fee will vary according to the
           period of time between the Effective Date of the Contract and the
           date of surrender. The Surrender Fee will be determined as follows:

If Period of Time is                                           Surrender Fee

         Less than 5 years                                          5%
         From 5 to 6 years                                          4%
         From 6 to 7 years                                          3%
         From 7 to 8 years                                          2%
         From 8 to 9 years                                          1%
         9 or more years                                            0%

         No Surrender Fee is deducted from any portion of the Current Value
         which is paid:

         (a)      At the death of the Annuitant before Annuity payments start;

         (b)      As a premium for an Annuity under this Contract

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

         (d)      For a full surrender where the Current Value is equal to
                  $2,500 or less and no surrenders have been taken from the
                  Contract within the prior 12 months; or

         (e)      Due to an election of the ECO or SWO Distribution Options.

6.03.    Table of Minimum Values - Fixed Account:

         The values in the following Table only apply to a Purchase Payment of
         exactly $1,000 credited to the Fixed Account. Values would be different
         for other Purchase Payment amounts, if partial surrenders are made, or
         if Aetna adds interest at a rate greater than the Guaranteed Interest
         Rate - Fixed Account (see 3.02).

         The Surrender Value assumes that a Purchase Payment of exactly $1,000
         is credited to the Fixed Account at the Guaranteed Interest Rate at the
         beginning of each Contract year. The applicable Surrender Fee is
         deducted.


                                       45
<PAGE>





                      TABLE OF MINIMUM FIXED ACCOUNT VALUES
                       PER $1,000 OF NET PURCHASE PAYMENTS
                         ALLOCATED TO THE FIXED ACCOUNT




<TABLE>
<CAPTION>
                                           Minimum                                                   Minimum
    End of        Minimum Current         Surrender           End of         Minimum Current        Surrender
     Year              Value                Value               Year               Value              Value
     ----              -----                -----               ----               -----              -----

<S>                   <C>                   <C>                 <C>                <C>               <C>   
      1               $1,040                $ 988               16                 $1,872            $1,872
      2                1,082                1,028               17                  1,947             1,947
      3                1,125                1,069               18                  2,025             2,025
      4                1,170                1,111               19                  2,106             2,106
      5                1,217                1,168               20                  2,191             2,191
      6                1,265                1,227
      7                1,316                1,290               25                  2,665             2,665
      8                1,369                1,355
      9                1,423                1,423               30                  3,243             3,243
      10               1,480                1,480
      11               1,539                1,539               35                  3,946             3,946
      12               1,601                1,601
      13               1,665                1,665               40                  4,801             4,801
      14               1,731                1,731
      15               1,800                1,800               45                  5,841             5,841

                                                                50                  7,106             7,106
</TABLE>



                                       46
<PAGE>


                                VI. FEE SCHEDULE
                            TAX DEFERRED ANNUITY PLAN

6.01.    Maintenance Fee:  The Maintenance Fee will be $20.

6.02.    Surrender Fee:

         For each surrender, the Surrender Fee will vary according to the number
         of Purchase Payment Cycles completed. The number and amount of Purchase
         Payments to be made in a year is chosen by the Contract Holder. A
         Purchase Payment Cycle is completed when this number and amount of
         Purchase Payments have been made. The number of Purchase Payment Cycles
         completed may not be greater than the number of whole years since the
         Contract was issued. For each surrender, the Fee will be as follows:

Number of Purchase Payment Cycles Completed                    Surrender

         Less than 5                                              5%
         5 or more but less than 7                                4%
         7 or more but less than 9                                3%
         9 or 10                                                  2%
         More than 10                                             0%

         No Surrender Fee is deducted from any portion of the Current Value
         which is paid:

         (a)      At the death of the Contract Holder before Annuity payments
                  start;

         (b)      As a premium for an Annuity under this Contract;

         (c)      After the Contract Holder has reached age 59 1/2and 9 or more
                  Purchase Payment Cycles have been completed;

         (d)      On and after the tenth anniversary of the Effective Date of
                  the Contract;

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

         (f)      For a full surrender where the Current Value is equal to
                  $2,500 or less and no surrenders have been taken from the
                  Contract within the prior 12 months; or

         (g)      Due to an election of the ECO or SWO Distribution Options.




                                       47
<PAGE>

6.03.    Table of Minimum Values - Fixed Account:

         The values in the following table only apply to Annual Purchase
         Payments of exactly $1,000 credited to the Fixed Account. Values would
         be different for other Purchase Payment amounts if Purchase Payments
         are not made when due, if partial surrenders are made, or if Aetna adds
         interest at a rate greater than the Guaranteed Interest Rate - Fixed
         Account (see 3.02).

         The Surrender Value assumes that a Purchase Payment of exactly $1,000
         is credited to the Fixed Account at the Guaranteed Interest Rate at the
         beginning of each Contract year. The Maintenance Fee and applicable
         Surrender Fee are deducted.



                                       48
<PAGE>

                      TABLE OF MINIMUM FIXED ACCOUNT VALUES
                       PER $1,000 OF NET PURCHASE PAYMENTS
                         ALLOCATED TO THE FIXED ACCOUNT




<TABLE>
<CAPTION>
                                           Minimum                                                   Minimum
    End of        Minimum Current         Surrender           End of         Minimum Current        Surrender
     Year              Value                Value               Year               Value              Value
     ----              -----                -----               ----               -----              -----

<S>                   <C>                 <C>                   <C>               <C>                <C>    
      1               $1,020              $   969               16                $22,261            $22,261
      2                2,081                1,977               17                 24,171             24,171
      3                3,184                3,025               18                 26,158             26,158
      4                4,331                4,115               19                 28,224             28,224
      5                5,524                5,304               20                 30,373             30,373
      6                6,765                6,495
      7                8,056                7,815               25                 42,478             42,478
      8                9,398                9,117
      9               10,794               10,579               30                 57,206             57,206
      10              12,246               12,00l
      11              13,756               13,756               35                 75,124             75,124
      12              15,326               15,326
      13              16,959               16,959               40                 96,925             96,925
      14              18,658               18,658
      15              20,424               20,424               45                123,448            123,448

                                                                50                155,719            155,719
</TABLE>



                                       49
<PAGE>



                                VI. FEE SCHEDULE
                             INDIVIDUAL ANNUITY PLAN

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

6.02.      Surrender Fee:

           For each surrender, the Surrender Fee will vary according to the
           period of time between the Effective Date of the Contract and the
           date of surrender. The Surrender Fee will be determined as follows:

           If Period of Time is                                Surrender Fee

                    Less than 5 years                               5%
                    From 5 to 6 years                               4%
                    From 6 to 7 years                               3%
                    From 7 to 8 years                               2%
                    From 8 to 9 years                               1%
                    9 or more years                                 0%

         No Surrender Fee is deducted from any portion of the Current Value
         which is paid:

         (a)      At the death of the Contract Holder before Annuity payments
                  start;

         (b)      As a premium for an Annuity under this Contract;

         (c)      In an amount equal to or less than 10% of the Current Value,
                  as part of the first partial surrender request in a calendar
                  year. The Current Value is calculated as of the date the
                  partial surrender request is received in good order at Aetna's
                  Home Office. This provision does not apply to full surrender
                  requests; or

         (d)      For a full surrender where the Current Value is equal to
                  $2,500 or less and no surrenders have been taken from the
                  Contract within the prior 12 months.

6.03.    Table of Minimum Values - Fixed Account:

         The values in the following Table only apply to a Purchase Payment of
         exactly $1,000 credited to the Fixed Account. Values would be different
         for other Purchase Payment amounts, if partial surrenders are made, or
         if Aetna adds interest at a rate greater than the Guaranteed Interest
         Rate - Fixed Account (see 3.02).

         The Surrender Value assumes that a Purchase Payment of exactly $1,000
         is credited to the Fixed Account at the Guaranteed Interest Rate at the
         beginning of each Contract year. The applicable Surrender Fee is
         deducted.




                                       50
<PAGE>



                      TABLE OF MINIMUM FIXED ACCOUNT VALUES
                       PER $1,000 OF NET PURCHASE PAYMENTS
                         ALLOCATED TO THE FIXED ACCOUNT


<TABLE>
<CAPTION>
                                           Minimum                                                   Minimum
    End of        Minimum Current         Surrender           End of         Minimum Current        Surrender
     Year              Value                Value               Year               Value              Value
     ----              -----                -----               ----               -----              -----

<S>                   <C>                <C>                    <C>                <C>               <C>   
      1               $1,040             $   988                16                 $1,872            $1,872
      2                1,082               1,028                17                  1,947             1,947
      3                1,125               1,069                18                  2,025             2,025
      4                1,170               1,111                19                  2,106             2,106
      5                1,217               1,168                20                  2,191             2,191
      6                1,265               1,227
      7                1,316               1,290                25                  2,665             2,665
      8                1,369               1,355
      9                1,423               1,423                30                  3,243             3,243
      10               1,480               1,480
      11               1,539               1,539                35                  3,946             3,946
      12               1,601               1,601
      13               1,665               1,665                40                  4,801             4,801
      14               1,731               1,731
      15               1,800               1,800                45                  5,841             5,841

                                                                50                  7,106             7,106
</TABLE>



                                       51
<PAGE>


                                VI. FEE SCHEDULE
                             INDIVIDUAL ANNUITY PLAN

6.01.    Maintenance Fee:  The Maintenance Fee will be $20.

6.02.    Surrender Fee:

         For each surrender, the Surrender Fee will vary according to the number
         of Purchase Payment Cycles completed. The number and amount of Purchase
         Payments to be made in a year is chosen by the Contract Holder. A
         Purchase Payment Cycle is completed when this number and amount of
         Purchase Payments have been made. The number of Purchase Payment Cycles
         completed may not be greater than the number of whole years since the
         Contract was issued. For each surrender, the Fee will be as follows:

           Number of Purchase Payment Cycles Completed           Surrender Fee

                    Less than 5                                       5%
                    5 or more but less than 7                         4%
                    7 or more but less than 9                         3%
                    9 or 10                                           2%
                    More than 10                                      0%

         No Surrender Fee is deducted from any portion of the Current Value
         which is paid:

         (a)      At the death of the Contract Holder before Annuity payments
                  start;

         (b)      As a premium for an Annuity under this Contract;

         (c)      On and after the tenth anniversary of the Effective Date of
                  the Contract;

         (d)      In an amount equal to or less than 10% of the Current Value,
                  as part of the first partial surrender request in a calendar
                  year. The Current Value is calculated as of the date the
                  partial surrender request is received in good order at Aetna's
                  Home Office. This provision does not apply to full surrender
                  requests; or

         (e)      For a full surrender where the Current Value is equal to
                  $2,500 or less and no surrenders have been taken from the
                  Contract within the prior 12 months.

6.03.    Table of Minimum Values - Fixed Account:

         The values in the following Table only apply to Annual Purchase
         Payments of exactly $1,000 credited to the Fixed Account. Values would
         be different for other Purchase Payment amounts, if Purchase Payments
         are not made when due, if partial surrenders are made, or if Aetna adds
         interest at a rate greater than the Guaranteed Interest Rate - Fixed
         Account (see 3.02).

         The Surrender Value assumes that a Purchase Payment of exactly $1,000
         is credited to the Fixed Account at the Guaranteed Interest Rate at the
         beginning of each Contract year. The Maintenance Fee and applicable
         Surrender Fee are deducted.



                                       52
<PAGE>

                      TABLE OF MINIMUM FIXED ACCOUNT VALUES
                       PER $1,000 OF NET PURCHASE PAYMENTS
                         ALLOCATED TO THE FIXED ACCOUNT




<TABLE>
<CAPTION>
                                           Minimum                                                   Minimum
    End of        Minimum Current         Surrender           End of         Minimum Current        Surrender
     Year              Value                Value               Year               Value              Value
     ----              -----                -----               ----               -----              -----

<S>                   <C>                 <C>                   <C>               <C>                <C>    
      1               $1,020              $   969               16                $22,261            $22,261
      2                2,081                1,977               17                 24,171             24,171
      3                3,184                3,025               18                 26,158             26,158
      4                4,331                4,115               19                 28,224             28,224
      5                5,524                5,304               20                 30,373             30,373
      6                6,765                6,495
      7                8,056                7,815               25                 42,478             42,478
      8                9,398                9,117
      9               10,794               10,579               30                 57,206             57,206
      10              12,246               12,246
      11              13,756               13,756               35                 75,124             75,124
      12              15,326               15,326
      13              16,959               16,959               40                 96,925             96,925
      14              18,658               18,658
      15              20,424               20,424               45                123,448            123,448

                                                                50                155,719            155,719
</TABLE>




                                       53
<PAGE>




                    AETNA LIFE INSURANCE AND ANNUITY COMPANY
                        Home Office: 151 FARMINGTON AVE.
                           HARTFORD, CONNECTICUT 06156
                                 1-800-525-4225



               INDIVIDUAL VARIABLE, FIXED, OR COMBINATION CONTRACT
                                NONPARTICIPATING
               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





                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

The Contract or Certificate, as applicable, are hereby endorsed as follows:

1.   Aetna may, from time to time, make one or more additional mutual funds
     ("Funds") available as investment options under this Contract, or stop
     making available one or more Funds previously offered as investment options
     under this Contract. In the event that occurs, all references to "Fund(s)"
     or "Funding Medium" or "Funding Media" in this Contract shall be read in
     such a way as to be consistent with such addition or deletion of available
     Funds, unless specifically indicated otherwise.

2.   Aetna will notify the Contract Holder or Owner when it changes the Funds
     available under this Contract and will provide the Contract Holder or Owner
     with information regarding each Fund it adds.

3.   Notwithstanding any other provision of this Contract, any Fund which is
     first made available under this Contract on or after the effective date of
     this endorsement is made available subject to the following terms and
     conditions:

     As to any such Fund:

     (a) The following paragraphs included (if not already included, then please
     add) in the text of the "Specifications" page are amended to read as
     follows:


     Deductions from Basic Stipulated Payment(s) - The amount of the Net
     Deposits applied will be the deposit(s) received minus a deduction for the
     premium taxes, if any.

     Deductions from the Separate Account and the Funds - Once Annuity payments
     begin, in order that the dollar amount of the Variable Annuity payments
     will not decrease, Aetna must earn a gross return on the assets of the
     Separate Account of: (a) 4.75% on an annual basis, plus, if your contract
     has been so endorsed, an annual return of up to .25% needed to offset the
     administrative charge set at the time annuity payments commenced, if an
     assumed net return of 3.5% is chosen; or (b) 6.25% on an annual basis,
     plus, if your Contract has been so endorsed, an annual return of up to .25%
     needed to offset the administrative charge set at the time annuity payments
     commenced, if an assumed net return of 5% is chosen. The foregoing language
     supersedes any language on the Specifications page or in the Contract to
     the contrary.

     (b) the Net Investment Rate or Net Return Rate, as applicable, shall be
     determined as follows:

     The Net Investment Rate or Net Return Rate is equal to:

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

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


<PAGE>

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

     (iv)  the total value of the Fund Record Units and Fund Annuity Units of
           the Separate Account at the start of the Valuation Period; minus

     (v)   A daily actuarial charge at an annual rate not to exceed 1.25% for
           mortality and expense risks, which may include profit; and a daily
           administrative charge which will not exceed 0.25% on an annual basis.

     A Net Return Rate or Net Investment 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 outstanding shares of the Fund.

     The daily administrative charge may be changed annually except for amounts
     that have been used to purchase an Annuity. This charge will not exceed
     0.25% on an annual basis.

Endorsed and made a part of this Contract or Certificate, as applicable, on the
date, after any required state approval, as of which it is issued by Aetna.

                                       /s/ Dan Kearney

                                       President
                                       Aetna Life Insurance and Annuity Company






<TABLE>
<CAPTION>
   Individual Application                                       Aetna Life Insurance and Annuity Company
   For Annuity Contract                                         151 Farmington Ave., Hartford, CT  06156-8022
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>
Customer Information                                            Billing Group No.
- ---------------------------------------------------------------------------------------------------------------------
1.   Name of Annuitant (Last, First, Initial)
- ---------------------------------------------------------------------------------------------------------------------
     Street                                                     Soc. Sec. No.
- ---------------------------------------------------------------------------------------------------------------------
     City                         State                         ZIP Code
- ---------------------------------------------------------------------------------------------------------------------
2.   |_| Male    |_| Female       3.   Birthdate                4.   Annuity Start Age
- ---------------------------------------------------------------------------------------------------------------------
5.   Name of Contract Holder if other than above (Last, First, Initial)
- ---------------------------------------------------------------------------------------------------------------------
     Street
- ---------------------------------------------------------------------------------------------------------------------
     City                         State                         ZIP Code
- ---------------------------------------------------------------------------------------------------------------------
     Occupation of Contract Holder                              Annual Income
- ---------------------------------------------------------------------------------------------------------------------
     Tax Identification No. or Soc. Sec. No.                    Birthdate
- ---------------------------------------------------------------------------------------------------------------------
6.   Name of Employer
- ---------------------------------------------------------------------------------------------------------------------
     Street                           City                  State          ZIP code
- ---------------------------------------------------------------------------------------------------------------------
     Are you associated with a National Association of Securities Dealers Member: |_| No |_| Yes
     If yes, please specify.
- ---------------------------------------------------------------------------------------------------------------------
Account Information
- ---------------------------------------------------------------------------------------------------------------------
7.   Name of plan (if any)
- ---------------------------------------------------------------------------------------------------------------------
8.   Type of plan and section of Internal Revenue Code (if any) under which plan is to quality:
     |_| IRA (408(b))             |_| Deferred Compensation (457)     |_| Public School (403(b))
     |_| 501 (c) (3) (403(b))     |_| SEP (408(k))                    |_| Other _______________
- ---------------------------------------------------------------------------------------------------------------------
9.   If single payment, payout will be: |_| Deferred(1)                 |_| Immediate(2)|_| Single payment amount
     $-------------
     If  applying  for  a  Single  Premium   Immediate  Annuity
     Contract,   please  also  complete  the  Aetna  Settlement
     Election Form.
- ---------------------------------------------------------------------------------------------------------------------
10.  If installment plan:  Payment frequency |_| 01  |_| 02  |_| 04  |_| 12  |_| Other ________(please specify)
- ---------------------------------------------------------------------------------------------------------------------
                                                                    Contract effective date
11.  Installment payment amount $__________                    12.  (Installment payments only)________________
- -------------------------------------------------------------- ------------------------------------------------------
13.  Will this  contract  change or replace any  existing  life
     insurance  or  annuity  contract?  |_|  Yes |_| No If yes,
     please provide carrier name,  account number,  and date to
     be cancelled:
- ---------------------------------------------------------------------------------------------------------------------
14.  Special Requests _________________________________________________________________________________________

     __________________________________________________________________________________________________________
- ---------------------------------------------------------------------------------------------------------------------
15.  Investment Options
- ---------------------------------------------------------------------------------------------------------------------
Enter the percentage of payment(s) to be            Aetna Variable Fund (Growth and Income)               _________%
allocated to each investment option.  Total         -------------------------------------------------
must be 100%.                                       Fixed Account                                         _________%
                                                    -------------------------------------------------
     *Within a Guaranteed Interest Account          Aetna Variable Encore Fund (Money Market)             _________%
     (GIA) or Guaranteed Accumulation Account       -------------------------------------------------
     (GAA) classification, Terms and                Aetna Income Shares (Bond)                            _________%
     Guaranteed Interest Rates offered may          -------------------------------------------------
     vary with each Deposit Period.  GIA is         Guaranteed Short Term Amount*                         _________%
     available for IRA accounts only.  GAA is       -------------------------------------------------
     available for IRA accounts in the state        Guaranteed Long Term Amount*                          _________%
     of New York only.  See the prospectus          -------------------------------------------------
     for further information about rules            TCI Portfolios Inc., TCI Growth (Growth)              _________%
     applicable to allocation of future             -------------------------------------------------
     contributions.                                 Aetna Investment Advisers Fund, Inc. (Managed)        _________%
                                                    
                                                    ----------------------------------------------
                                                    Other                                                 _________%
                                                    -------------------------------------------------
                                                    Other                                                 _________%
                                                    -------------------------------------------------
                                                    Other                                                 _________%
                                                    -------------------------------------------------
                                                    TOTAL                                                       100%
                                                    -------------------------------------------------     ----------

- ---------------------------------------------------------------------------------------------------------------------
(1)  Defer benefit payment(s) to some future date.       Home Office Use
(2)  Receive benefit payment(s) immediately.
                                                         Accepted _______________________________________________
</TABLE>


<PAGE>


<TABLE>
<S>                 <C>                                                       <C>
- ---------------------------------------------------------------------------------------------------------------------
16.  Beneficiary(ies)
     For Deferred Compensation Plans, the Contract Holder is automatically the beneficiary
- ---------------------------------------------------------------------------------------------------------------------
Primary             Name                                                      Relation
- ---------------------------------------------------------------------------------------------------------------------
                    Soc. Sec. No.                                             Birthdate
- ---------------------------------------------------------------------------------------------------------------------
Contingent          Name                                                      Relation
- ---------------------------------------------------------------------------------------------------------------------
                    Soc. Sec. No.                                             Birthdate
                    --------------------------------------------------------- ---------------------------------------

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

Unless otherwise requested:

[bullet] Payment will be made in equal shares to the primary beneficiaries who
         survive the Contract Holder or Annuitant. If none survives, payment
         will be made in equal shares to contingent beneficiaries who survive
         the Contract Holder or Annuitant.

[bullet] If no beneficiary survives, payment will be made to executors or
         administrators of the Contract Holder's or Annuitant's estate.

[bullet] If a class of beneficiaries exists (i.e., "the Contract Holder's or
         Annuitant's children"), payment will be made in equal shares. Each
         person who is a member of the class and living at the time of the
         Contract Holder's or Annuitant's death receives payment whether or not
         specifically named in the beneficiary designation.

- -------------------------------------------------------------------------------
17.  I understand that annuity payments and termination values (if any) provided
     by this contract when based on the investment experience of a separate
     account are variable and not guaranteed as to a fixed dollar amount.
     However, fixed and/or general account funds will not vary and are
     guaranteed as to a fixed dollar amount.

     The following individuals/organizations will receive compensation from this
     purchase:

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

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

I have received the following prospectuses dated

1)  Account C Contract Prospectus, PFS 710.00.16
    |_| Please send a Statement of Additional Information for Prospectus PFS
        710.00.16.

2)  Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna
    Investment Advisers Fund, Inc., TCI Growth.
    |_| I consent to allow the Company to hold my application and Purchase
        Payment, if any, if my application cannot be accepted within five
        business days after receipt at the Home Office.

Dated at ______________________ this ______________ day of ______________ 19__.
               City and State

- ------------------------     ---------------      -----------------------------
       Witness                 Annuitant                  Contract Holder
- -------------------------------------------------------------------------------
Corrections and amendments (Home Office Use Only). Errors and omissions may be
corrected by the Company but no change in plan, age at issue, birthdate,
classification, amount, extra benefits, change of allocation or allocation
omitted may be made without written consent of the owner. (N/A in W.Va.)

- -------------------------------------------------------------------------------
Producer's Note:
Do you have any reason to believe any existing life insurance
or annuity contracts will be modified or replaced if this
contract is issued? |_| Yes |_| No


                                 ----------------------------------------------
                                           Signature of Producer/Agent
- -------------------------------------------------------------------------------




                          Fourth Amendment to Agreement


This Fourth Amendment, executed as of the 28th day of February, 1997 is made by
and between Aetna Life Insurance and Annuity Company ("AETNA") and Calvert Asset
Management Company ("CALVERT").

WHEREAS, AETNA and CALVERT are parties to an Agreement dated March 13, 1989 and
amended as of December 27, 1993, January 1, 1996, and February 11, 1997 (the
"Agreement"); and

WHEREAS, AETNA and CALVERT now desire to modify the Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and
provisions expressed herein, the parties agree as follows:

       1.     The second sentence of Paragraph 9(e) which provides: "AETNA
              agrees to pay its agents and employees the same compensation for
              participant investments made in SERIES as it does for money placed
              in any of the other investment options, including AETNA managed
              options" shall be deleted in its entirety.

IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment as of
the date first written above.


                                                  CALVERT ASSET MANAGEMENT
                                                    COMPANY, INC.


Attest:                                           By:  /s/ William M. Tartikoff
         -------------------------------               ------------------------

                                                  Date:
                                                        -----------------------


                                                  AETNA LIFE INSURANCE AND
                                                    ANNUITY COMPANY


Attest:  /s/ M. Katherine Johnson                 By:  /s/ Laura Estes
         -------------------------------               ------------------------


                                                  Date: 3/14/97
                                                        -----------------------





                                                151 Farmington Avenue
                                                Hartford, CT 06156



July 29, 1997                                   Kirk P. Wickman
                                                General Counsel
                                                Law Division, RW4A
                                                Investments & Financial Services
                                                (860) 273-6128
                                                Fax:  (860) 273-1548

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

Re:  Aetna Life Insurance and Annuity Company and its Variable Annuity Account C
     Post-Effective Amendment No. 14 to Registration Statement on Form N-4
     Prospectus Title:  AetnaPlus - Group and Individual Deferred Variable
     Annuity Contracts for Tax-Deferred Annuity Plans (Section 403(b)) and
     Defined Contribution Plans (Section 401(a))
     File Nos.  33-75964* and 811-2513

Dear Sir or Madam:

The undersigned has acted as counsel to Aetna Life Insurance and Annuity
Company, a Connecticut life insurance company (the "Company"). It is my
understanding that the Company, as depositor, has registered an indefinite
amount of securities (the "Securities") under the Securities Act of 1933 (the
"Securities Act") as provided in Rule 24f-2 under the Investment Company Act of
1940 (the "Investment Company Act").


In connection with this opinion, I have reviewed the N-4 Registration
Statement as amended to date and this Post-Effective Amendment No. 14. I have
also examined originals or copies, certified or otherwise identified to my
satisfaction, of such documents, trust records and other instruments I have
deemed necessary or appropriate for the purpose of rendering this opinion. For
purposes of such examination, I have assumed the genuineness of all signatures
on original documents and the conformity to the original of all copies.

I am admitted to practice law in Connecticut, and do not purport to be an expert
on the laws of any other state. My opinion herein as to any other law is based
upon a limited inquiry thereof which I have deemed appropriate under the
circumstances.

Based upon the foregoing, and, assuming the Securities are sold in accordance
with the provisions of the prospectus, I am of the opinion that the Securities
being registered will be legally issued and will represent binding obligations
of the Company.

I consent to the filing of this opinion as an exhibit to the Registration
Statement.

Sincerely,

/s/ Kirk P. Wickman
Kirk P. Wickman


- --------
*    Pursuant to Rule 429(a) under the Securities Act of 1933, the Registrant
     has included a combined prospectus under this Registration Statement which
     includes all information that would currently be required in a prospectus
     relating to the securities covered by the following earlier Registration
     Statements: 33-75958, 33-75960 and 33-75994.




                           Consent of Independent Auditors

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

We consent to the incorporation by reference into Registration Statement 
(No. 33-75964) on Form N-4 our reports dated February 4, 1997 and February 
14, 1997.



                                                     /s/ KPMG Peat Marwick LLP
                                                     KPMG Peat Marwick LLP


Hartford, Connecticut
July 29, 1997


<TABLE> <S> <C>


<ARTICLE>                     6
<CIK>                         0000103007
<NAME>                        Variable Annuity Account C
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                   DEC-31-1996
<PERIOD-START>                      JAN-01-1996
<PERIOD-END>                        DEC-31-1996
<INVESTMENTS-AT-COST>             7,952,811,278
<INVESTMENTS-AT-VALUE>            8,565,202,363
<RECEIVABLES>                                 0
<ASSETS-OTHER>                                0
<OTHER-ITEMS-ASSETS>                          0
<TOTAL-ASSETS>                    8,565,202,363
<PAYABLE-FOR-SECURITIES>                      0
<SENIOR-LONG-TERM-DEBT>                       0
<OTHER-ITEMS-LIABILITIES>                     0
<TOTAL-LIABILITIES>                           0
<SENIOR-EQUITY>                               0
<PAID-IN-CAPITAL-COMMON>                      0
<SHARES-COMMON-STOCK>                         0
<SHARES-COMMON-PRIOR>                         0
<ACCUMULATED-NII-CURRENT>                     0
<OVERDISTRIBUTION-NII>                        0
<ACCUMULATED-NET-GAINS>                       0
<OVERDISTRIBUTION-GAINS>                      0
<ACCUM-APPREC-OR-DEPREC>                      0
<NET-ASSETS>                      8,565,202,363
<DIVIDEND-INCOME>                   712,854,599
<INTEREST-INCOME>                             0
<OTHER-INCOME>                                0
<EXPENSES-NET>                       93,446,331
<NET-INVESTMENT-INCOME>             619,408,268
<REALIZED-GAINS-CURRENT>            513,568,522
<APPREC-INCREASE-CURRENT>            18,307,901
<NET-CHANGE-FROM-OPS>             1,151,284,691
<EQUALIZATION>                                0
<DISTRIBUTIONS-OF-INCOME>                     0
<DISTRIBUTIONS-OF-GAINS>                      0
<DISTRIBUTIONS-OTHER>                         0
<NUMBER-OF-SHARES-SOLD>                       0
<NUMBER-OF-SHARES-REDEEMED>                   0
<SHARES-REINVESTED>                           0
<NET-CHANGE-IN-ASSETS>                        0
<ACCUMULATED-NII-PRIOR>                       0
<ACCUMULATED-GAINS-PRIOR>                     0
<OVERDISTRIB-NII-PRIOR>                       0
<OVERDIST-NET-GAINS-PRIOR>                    0
<GROSS-ADVISORY-FEES>                         0
<INTEREST-EXPENSE>                            0
<GROSS-EXPENSE>                               0
<AVERAGE-NET-ASSETS>                          0
<PER-SHARE-NAV-BEGIN>                         0
<PER-SHARE-NII>                               0
<PER-SHARE-GAIN-APPREC>                       0
<PER-SHARE-DIVIDEND>                          0
<PER-SHARE-DISTRIBUTIONS>                     0
<RETURNS-OF-CAPITAL>                          0
<PER-SHARE-NAV-END>                           0
<EXPENSE-RATIO>                               0
<AVG-DEBT-OUTSTANDING>                        0
<AVG-DEBT-PER-SHARE>                          0
        

</TABLE>


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