VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO
485APOS, 1997-02-13
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As filed with the Securities and Exchange             Registration No. 33-75992
Commission on February 13, 1997                       Registration No. 811-2513

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

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

                        Post-Effective Amendment No. 7 To
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                                and Amendment to

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

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

     Variable Annuity Account C of Aetna Life Insurance and Annuity Company

                    Aetna Life Insurance and Annuity Company

            151 Farmington Avenue, RC4A, Hartford, Connecticut 06156

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

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

- --------------------------------------------------------------------------------
It is proposed that this filing will become effective:

                 60 days after filing pursuant to paragraph (a)(2) of Rule 485
    --------
       X         on May 1, 1997 pursuant to paragraph (a)(1) of Rule 485
    --------

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



<PAGE>


                           VARIABLE ANNUITY ACCOUNT C
                              CROSS REFERENCE SHEET


<TABLE>
<CAPTION>
     FORM N-4
     ITEM NO.                        PART A (PROSPECTUS)                                  LOCATION

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

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

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

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

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

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

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

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

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

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

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

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

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

        14          Table of Contents of the Statement of Additional
                    Information..........................................   Contents of the Statement of
                                                                            Additional Information


<PAGE>




     FORM N-4            PART B (STATEMENT OF ADDITIONAL INFORMATION)
     ITEM NO.                                                                             LOCATION

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

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

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

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

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

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

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

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

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

                           Part C (Other Information)
                           --------------------------

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

<PAGE>



                                  PROSPECTUS 
 ============================================================================= 

   
   The Contracts offered in connection with this Prospectus are individual 
Installment and Single Purchase Payment deferred variable annuity contracts 
("Contracts") issued by Aetna Life Insurance and Annuity Company (the 
"Company"). The Contracts are designed to provide for retirement income for 
Contracts established under Section 408 of the Internal Revenue Code. (See 
"Purchase.") Currently, the IRA is not available as a "Simple IRA" as defined 
in Section 408(p) of the Internal Revenue Code. 
    

   The Contracts provide that contributions may be allocated to one or more 
of the Credited Interest Options or to one or more of the Subaccounts of 
Variable Annuity Account C, a separate account of the Company. The 
Subaccounts invest directly in shares of the following Funds: 
   
<TABLE>
<CAPTION>
<S>                                                      <C>
(bullet) Aetna Variable Fund                             (bullet) Alger American Small Cap Portfolio 
(bullet) Aetna Income Shares                             (bullet) American Century VP Capital Appreciation 
(bullet) Aetna Variable Encore Fund                               (formerly known as TCI Growth) 
(bullet) Aetna Investment Advisers Fund, Inc.            (bullet) Fidelity VIP II Contrafund Portfolio 
(bullet) Aetna Ascent Variable Portfolio                 (bullet) Fidelity VIP Equity-Income Portfolio 
(bullet) Aetna Crossroads Variable Portfolio             (bullet) Fidelity VIP Growth Portfolio 
(bullet) Aetna Legacy Variable Portfolio                 (bullet) Fidelity VIP Overseas Portfolio 
(bullet) Aetna Variable Capital Appreciation Portfolio   (bullet) Janus Aspen Aggressive Growth Portfolio 
(bullet) Aetna Variable Growth Portfolio                 (bullet) Janus Aspen Balanced Portfolio 
(bullet) Aetna Variable Index Plus Portfolio             (bullet) Janus Aspen Growth Portfolio 
(bullet) Aetna Variable Small Company Portfolio          (bullet) Janus Aspen Short-Term Bond Portfolio 
(bullet) Alger American Growth Portfolio                 (bullet) Janus Aspen Worldwide Growth Portfolio 
                                                         (bullet) Scudder International Portfolio Class A 
                                                                  Shares 
</TABLE>
    

   The Credited Interest Options currently available under the Contracts are 
the Guaranteed Interest Account, the Fixed Account and the Guaranteed 
Accumulation Account. Except as specifically mentioned, this Prospectus 
describes only investments through the Separate Account. A brief description 
of each of the Credited Interest Options is contained in Appendices to this 
Prospectus and additional information concerning the Guaranteed Accumulation 
Account is contained in a separate prospectus. 

   The availability of the Funds and the Credited Interest Options is subject 
to applicable regulatory authorization. Not all Funds or Credited Interest 
Options may be available in all jurisdictions or under all Contracts. (See 
"Investment Options.") 

   
   This Prospectus provides investors with the information that they should 
know about the Separate Account before investing in the Contract. Additional 
information about the Separate Account is contained in a Statement of 
Additional Information ("SAI") which has been filed with the Securities and 
Exchange Commission and is incorporated herein by reference. The Table of 
Contents for the SAI is printed on page    of this Prospectus. An SAI may be 
obtained from the Company without charge by calling the number listed under 
the "Inquiries" section of the Prospectus Summary. 
    

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

   THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES 
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE 
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED 
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS, ANY REPRESENTATION TO THE 
CONTRARY IS A CRIMINAL OFFENSE. 

   
           This Prospectus and the Statement of Additional Information 
                            are dated May 1, 1997. 
    


<PAGE> 

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

DEFINITIONS                                       DEFINITIONS - 1 
PROSPECTUS SUMMARY                                    SUMMARY - 1 
FEE TABLE                                           FEE TABLE - 1 
CONDENSED FINANCIAL INFORMATION                   AUV HISTORY - 1 
THE COMPANY                                                     1 
VARIABLE ANNUITY ACCOUNT C                                      1 
INVESTMENT OPTIONS                                              1 
  The Funds                                                     1 
  Credited Interest Options                                     3 
PURCHASE                                                        4 
  Contract Purchase and Availability                            4 
  Purchase Payments                                             4 
  Right to Cancel                                               4 
CHARGES AND DEDUCTIONS                                          4 
  Daily Deductions from the Separate Account                    4 
    Mortality and Expense Risk Charge                           4 
    Administrative Expense Charge                               5 
  Maintenance Fee                                               5 
  Deferred Sales Charge                                         5 
  Fund Expenses                                                 6 
  Premium and Other Taxes                                       6 
CONTRACT VALUATION                                              6 
  Contract Value                                                6 
  Accumulation Units                                            6 
  Net Investment Factor                                         7 
TRANSFERS                                                       7 
WITHDRAWALS                                                     7 
  Reinvestment Privilege                                        8 
ADDITIONAL WITHDRAWAL OPTIONS                                   8 
DEATH BENEFIT DURING ACCUMULATION PERIOD                        9 
ANNUITY PERIOD                                                  9 
  Annuity Period Elections                                      9 
  Annuity Options                                              10 
  Annuity Payments                                             10 
  Charges Deducted During the Annuity Period                   10 
  Death Benefit Payable During the Annuity Period              10 
TAX STATUS                                                     11 
  Introduction                                                 11 
  Taxation of the Company                                      11 
  Contracts Used with Certain Retirement Plans                 11 

<PAGE> 

MISCELLANEOUS                                                  12 
  Distribution                                                 12 
  Delay or Suspension of Payments                              12 
  Performance Reporting                                        12 
  Voting Rights                                                13 
  Modification of the Contract                                 13 
  Involuntary Terminations                                     13 
  Legal Matters and Proceedings                                13 
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION            14 
APPENDIX I--GUARANTEED INTEREST ACCOUNT                        15 
APPENDIX II--FIXED ACCOUNT                                     16 
APPENDIX III--GUARANTEED ACCUMULATION ACCOUNT                  18 

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH 
SUCH OFFERING MAY NOT LAWFULLY BE MADE. THE COMPANY DOES NOT AUTHORIZE ANY 
PERSON TO GIVE INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH 
THE OFFERING CONTAINED IN THIS PROSPECTUS EXCEPT AS OTHERWISE CONTAINED 
HEREIN. 

<PAGE> 

                                 DEFINITIONS 
 ============================================================================= 

The following terms are defined as they are used in this Prospectus: 

Accumulation Period: The period during which Purchase Payment(s) credited to 
a Contract are invested to fund future annuity payments. 

Accumulation Unit: A measure of the value of each Subaccount before annuity 
payments begin. 

Annuitant: The person on whose life or life expectancy the annuity payments 
are based. 

Annuity: A series of payments for life, a definite period or a combination of 
the two. 

Annuity Date: The date on which annuity payments begin. 

Annuity Period: The period during which annuity payments are made. 

Annuity Unit: A measure of the value of each Subaccount selected during the 
Annuity Period. 

Beneficiary(ies): The person or persons identified on the Application who are 
to receive any death benefit proceeds payable under the Contract. 

Code: Internal Revenue Code of 1986, as amended. 

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

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

Contract Holder (You): The person to whom the Contract is issued. 

Contract Value: The dollar value of amounts held under the Contract as of 
each Valuation Date during the Accumulation Period. 

Contract Year: The period of 12 months measured from the Contract's effective 
date or from any anniversary of such effective date. 

Credited Interest Options: The fixed interest options under the Contract. The 
Credited Interest Options currently consist of the Guaranteed Interest 
Account, the Fixed Account and the Guaranteed Accumulation Account, each of 
which is described in an Appendix to this Prospectus. Amounts allocated to 
the Credited Interest Options are included in the Contract Value. 

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

Home Office: The Company's principal executive offices located at 151 
Farmington Avenue, Hartford, Connecticut 06156. 

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

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

Separate Account: Variable Annuity Account C, a separate account established 
by the Company for the purpose of funding variable annuity contracts issued 
by the Company. 

Subaccount(s): The portion of the assets of the Separate Account allocated to 
a particular Fund. Each Subaccount invests in the shares of only one 
corresponding Fund. 

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


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

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

   
Contracts Offered 
   The Contracts offered in connection with this Prospectus are individual 
deferred variable annuity contracts issued by Aetna Life Insurance and 
Annuity Company (the "Company"). One allows single payments and the other 
allows installment payments. The Plans are adopted by or on behalf of 
individuals entitled to tax-deferred treatment under Section 408(b) of the 
Code ("IRA"), and established for employees whose employer contributes to 
their IRA plan pursuant to the Simplified Employee Pension Plan provisions of 
Section 408(k) ("SEP") of the Code. These Contracts may be purchased by 
completing the proper application form and submitting it to the Distributor. 
(See "Contract Purchase.") 
   This Contract has been approved by the Internal Revenue Service ("IRS") as 
a prototype IRA. It can therefore be used in an IRS model SEP. The IRS 
approval, however, only pertains to whether the Contract meets the Code 
requirements for IRAs and is not a determination of the merits of the Annuity 
Contract. Currently, the IRA is not available as a "Simple IRA" as defined in 
Section 408(p) of the Internal Revenue Code. 
    

Free Look Period 
   You may cancel the Contract no later than 10 days after you receive it (or 
as otherwise allowed by state law) by returning it to the Company with a 
written notice of cancellation. We will produce a refund not later than seven 
days after we receive the Contract and the written notice at our Home Office. 
Cancellations requested after you receive the Contract will consist of a 
refund of the Purchase Payment. (See "Purchase--Right to Cancel.") 

   
Investment Options 
   The Company has established Variable Annuity Account C, a registered unit 
investment trust, for the purpose of funding the variable portion of the 
Contracts. The Separate Account is divided into Subaccounts which invest 
directly in shares of the Funds described herein, as you designate. The 
Contract allows investment in any or all of the Subaccounts, as well as in 
the Credited Interest Options described below. The total number of investment 
options that you may select during the Accumulation Period is limited. For a 
complete list of the Funds available under the Contracts, a description of 
the investment objectives of each of the Funds and their investment advisers 
and a description of the limitations on the number of investment options, see 
"Investment Options--The Funds" in this Prospectus, as well as the 
prospectuses for each of the Funds. 
    

   The Contract also provides for investment in Credited Interest Options 
which allow you to earn fixed rates of interest. The fixed options available 
under the Contract are the Guaranteed Interest Account ("GIA"), the Fixed 
Account, and the Guaranteed Accumulation Account ("GAA"). (See the Appendices 
to this Prospectus.) 

Charges and Deductions 
   Certain charges are associated with these Contracts. These charges include 
daily deductions from the Separate Account (the mortality and expense risk 
charge and an administrative expense charge), as well as any annual 
maintenance fee, allocation and transfer fees, and premium and other taxes. 
The Funds also incur certain fees and expenses which are deducted directly 
from the Funds. A deferred sales charge may apply upon a full or partial 
withdrawal of the Contract Value. (See the Fee Table and "Charges and 
Deductions.") 

Transfers 
   Prior to the Annuity Date, and subject to certain limitations, Contract 
Values may be transferred among the Subaccounts and the Credited Interest 
Options without charge. Transfers can be requested in writing or by telephone 
in accordance with the Company's transfer procedures. (See the Appendices for 
a full description of the restrictions applicable to transfers made from the 
Credited Interest Options.) (See "Transfers.") 

Withdrawals 
   All or a part of the Contract Value may be withdrawn prior to the Annuity 
Date by properly completing a disbursement form and sending it to the 
Company. Certain charges may be assessed upon withdrawal. (See 
"Withdrawals.") 

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

   The Contract offers certain Additional Withdrawal Options during the 
Accumulation Period to persons meeting certain criteria. Additional 
Withdrawal Options are not available in all states and may not be suitable in 
every situation. (See "Additional Withdrawal Options.") 

Death Benefit 
   A death benefit is payable if you die before the Annuity Date. Death 
benefit proceeds will be paid to the Beneficiary in an amount equal to the 
Contract Value. Until the election of a method of payment, the Contract Value 
will remain invested under the Contract. The Beneficiary may elect to receive 
the proceeds in a lump sum or under any of the payment options available 
under the Contract. However, the Code requires that distributions begin 
within a certain time period. (See "Death Benefit During Accumulation 
Period.") 

   After Annuity Payments have commenced, a death benefit may be payable to 
the Beneficiary depending upon the terms of the Contract and the Annuity 
Option selected. (See "Death Benefit Payable During the Annuity Period.") 

The Annuity Period 
   You may elect to begin receiving Annuity Payments on the Annuity Date. 
Annuity Payments can be made on either a fixed, variable or combination fixed 
and variable basis. If you choose a variable payout, the payments will vary 
with the investment performance of the Subaccount(s) selected. The Company 
reserves the right to limit the number of Subaccounts that may be available 
during the Annuity Period. (See "Annuity Period.") 

Taxes 
   Contributions and earnings are not generally taxed until you or your 
beneficiary(ies) actually receive a distribution from the Contract. A 10% 
federal tax penalty may be imposed on certain withdrawals. (See "Tax 
Status.") 

Inquiries 
   Questions, inquiries or requests for additional information can be 
directed to your agent or local representative, or you may contact the 
Company as follows: 

   (bullet) Write to:                   Aetna Life Insurance and Annuity Company
                                        151 Farmington Avenue 
                                        Hartford, Connecticut 06156-1258 
                                        Attention: Customer Service 

   (bullet) Call Customer Service:      1-800-531-4547 (for automated transfers
                                        or changes in the allocation of 
                                        Contract Values, call: 1-800-262-3862)

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

                                  FEE TABLE 
 ============================================================================= 
   
This Fee Table describes the various charges and expenses associated with the 
Contract during the Accumulation Period. For amounts deducted during the 
Annuity Period, see "Charges Deducted During the Annuity Period." No sales 
charge is paid upon purchase of the Contract. Some expenses may vary as 
explained under "Annuity Period--Charges and Deductions." The charges and 
expenses shown below do not include premium taxes that may be applicable. For 
more information regarding expenses paid out of the assets of a particular 
Fund, see the Fund's prospectus.
    
DIRECT CHARGES. These charges are deducted directly from the Contract Value. 
They include: 

Deferred Sales Charge. The deferred sales charge is deducted as a percentage 
of the amount withdrawn. The total amount deducted for the deferred sales 
charge will not exceed 8.5% of the total Purchase Payments applied to the 
Contract. The amount of the deferred sales charge varies depending on the 
type of Contract you own and is calculated as follows: 

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

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

Annual Contract Maintenance Fee                                        $20.00 
The maintenance fee will generally be deducted annually from each 
Installment Purchase Payment Contract. There is no maintenance 
fee under Single Purchase Payment Contracts. 
Allocation and Transfer Fees                                           $ 0.00 
The Company currently allows an unlimited number of transfers or 
allocation changes without charge. However we reserve the right to 
assess a fee of $10.00 for each transfer or allocation change in 
excess 
of 12 made during each calendar year. 

INDIRECT CHARGES. Each Subaccount pays these expenses out of its assets. The 
charges are reflected in the Subaccount's daily Accumulation Unit Value and 
are not charged directly to your Contract Value. They include: 
   
Mortality and Expense Risk Charge.                                      1.25% 
Administrative Expense Charge.                                          0.00%* 
                                                                       -------- 
 Total Separate Account Annual Expenses                                 1.25% 
                                                                       ======== 
* We currently do not impose an Administrative Expense Charge. 
  However, we reserve the right to deduct a daily charge of not 
  more than 0.25% per year from the Subaccounts. 
    
 ----------------------------------------------------------------------------- 
                                FEE TABLE - 1 
<PAGE> 

Annual Expenses of the Funds 

   
The following table illustrates the advisory fees and other expenses 
applicable to the Funds. A Fund's "Other Expenses" include operating costs of 
the Fund. These expenses are reflected in the Fund's net asset value and are 
not deducted from your Contract Value. (Except as noted, the following 
figures are a percentage of average net assets and, except where otherwise 
indicated, are based on figures for the year ended December 31, 1996.) 

<TABLE>
<CAPTION>
                                                       Investment 
                                                        Advisory 
                                                         Fees(1)      Other Expenses       Total 
                                                     (after expense   (after expense    Fund Annual 
                                                     reimbursement)   reimbursement)     Expenses 
                                                      --------------   --------------   ------------ 
<S>                                                       <C>              <C>             <C>   
Aetna Variable Fund(2)                                    0.50%            0.06%           0.56% 
Aetna Income Shares(2)                                    0.40%            0.08%           0.48% 
Aetna Variable Encore Fund(2)                             0.25%            0.10%           0.35% 
Aetna Investment Advisers Fund, Inc.(2)                   0.50%            0.08%           0.58% 
Aetna Ascent Variable Portfolio(2)                        0.60%            0.15%           0.75% 
Aetna Crossroads Variable Portfolio(2)                    0.60%            0.15%           0.75% 
Aetna Legacy Variable Portfolio(2)                        0.60%            0.15%           0.75% 
Aetna Variable Capital Appreciation Portfolio(2)          0.60%            0.15%           0.75% 
Aetna Variable Growth Portfolio(2)                        0.60%            0.15%           0.75% 
Aetna Variable Index Plus Portfolio(2)                    0.35%            0.15%           0.50% 
Aetna Variable Small Company Portfolio(2)                 0.75%            0.15%           0.90% 
Alger American Growth Portfolio                           0.75% 
Alger American Small Cap Portfolio                        0.85% 
American Century VP Capital Appreciation(3)               1.00% 
Fidelity VIP II Contrafund Portfolio(4)                   0.61% 
Fidelity VIP Equity-Income Portfolio                      0.51% 
Fidelity VIP Growth Portfolio                             0.61% 
Fidelity VIP Overseas Portfolio                           0.76% 
Janus Aspen Aggressive Growth Portfolio(5)                0.75% 
Janus Aspen Balanced Portfolio(5)                         0.82% 
Janus Aspen Growth Portfolio(5)                           0.65% 
Janus Aspen Short-Term Bond Portfolio(5)                  0.00% 
Janus Aspen Worldwide Growth Portfolio(5)                 0.68% 
Scudder International Portfolio Class A Shares            0.88% 
</TABLE>
    

(1) Certain of the unaffiliated Fund advisers reimburse the Company for 
    administrative costs incurred in connection with administering the Funds 
    as variable funding options under the Contract. These reimbursements are 
    paid out of the investment advisory fees and are not charged to 
    investors. 

   
(2) The Company provides administrative services to the Funds and assumes the 
    Fund's ordinary recurring direct costs under an Administrative Services 
    Agreement. The "Other Expenses" shown reflect the fee payable under that 
    Agreement. 

(3) The Portfolio's investment adviser pays all expenses of the Portfolio 
    except brokerage commissions, taxes, interest, fees, expenses of the 
    non-interested person directors (including counsel fees) and 
    extraordinary expenses. These expenses have historically represented a 
    very small percentage (less than 0.01%) of total net assets in a fiscal 
    year. 

(4) A portion of the brokerage commissions the Fund paid was used to reduce 
    its expenses. Without this reduction, total operating expenses would have 
    been     % for the Contrafund Portfolio. 

(5) The information for each Portfolio is net of fee waivers or reductions 
    from Janus Capital. Fee reductions for the Aggressive Growth, Balanced, 
    Growth, and Worldwide Growth Portfolios reduce the management fee to the 
    level of the corresponding Janus retail fund. Other waivers, if 
    applicable, are first applied against the management fee and then against 
    other expenses. Without such waivers or reductions, the Management Fee, 
    Other Expenses and Total Fund Annual Expenses would have been     %, 
      %, and     % for Aggressive Growth Portfolio;     %,     %,     % for 
    Balanced Portfolio;     %,     % and     % for Growth Portfolio;     %, 
      % and     % for Short-Term Bond Portfolio; and     %,     % and     % 
    for Worldwide Growth Portfolio; respectively. Janus Capital may modify or 
    terminate the waivers or reductions at any time upon 90 days notice to 
    the Portfolio's Board of Trustees. 
    


 ----------------------------------------------------------------------------- 
                                FEE TABLE - 2 
<PAGE> 

Hypothetical Illustration (Example) 

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

The following Examples illustrate the expenses that would have been paid 
assuming a $1,000 investment in the Contract and a 5% return on assets. For 
the purposes of these Examples, the $20 maintenance fee has been converted to 
a percentage of assets equal to      %. 
    
   
<TABLE>
<CAPTION>
                                            EXAMPLE A                                EXAMPLE B 
                              --------------------------------------   --------------------------------------- 
                              If you withdraw your entire Contract     If you do not withdraw your Contract 
                             Value at the end of the periods shown,    Value, or if you annuitize at the end 
                              you would pay the following expenses,   of the periods shown, you would pay the 
                                including any applicable deferred      following expenses (no deferred sales 
                                          sales charge:                       charge is reflected):* 
                             1 year   3 years  5 years    10 years    1 year   3 years  5 years    10 years 
                             -------  -------  -------    ----------  -------  -------  -------   ----------- 
<S>                          <C>      <C>      <C>        <C>         <C>      <C>      <C>       <C>
Aetna Variable Fund 
Aetna Income Shares 
Aetna Variable Encore Fund 
Aetna Investment Advisers 
  Fund, Inc. 
Aetna Ascent Variable 
  Portfolio 
Aetna Crossroads Variable 
  Portfolio 
Aetna Legacy Variable 
  Portfolio 
Aetna Variable Capital 
  Appreciation Portfolio 
Aetna Variable Growth 
  Portfolio 
Aetna Variable Index Plus 
  Portfolio 
Aetna Variable Small 
  Company Portfolio 
Alger American Growth 
  Portfolio 
Alger American Small Cap 
  Portfolio 
American Century VP 
  Capital Appreciation 
Fidelity VIP II Contrafund 
  Portfolio 
Fidelity VIP Equity-Income 
  Portfolio 
Fidelity VIP Growth 
  Portfolio 
Fidelity VIP Overseas 
  Portfolio 
Janus Aspen Aggressive 
  Growth Portfolio 
Janus Aspen Balanced 
  Portfolio 
Janus Aspen Growth 
  Portfolio 
Janus Aspen Short-Term 
  Bond Portfolio 
Janus Aspen Worldwide 
  Growth Portfolio 
Scudder International 
  Portfolio 
 Class A Shares 
</TABLE>
    
* This Example would not apply if a nonlifetime variable annuity option is 
selected and a lump sum settlement is requested within three years after 
annuity payments start since the lump sum payment will be treated as a 
withdrawal during the Accumulation Period and will be subject to any deferred 
sales charge that would then apply. (See Example A.) 

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

                       CONDENSED FINANCIAL INFORMATION 
  (Selected data for accumulation units outstanding throughout each period) 
 ============================================================================= 

   
The condensed financial information presented below for each of the years in 
the ten-year period ended December 31, 1996 (as applicable), is derived from 
the financial statements of the Separate Account, which financial statements 
have been audited by KPMG Peat Marwick LLP, independent auditors. The 
financial statements as of and for the year ended December 31, 1996 and the 
independent auditors' report thereon, are included in the Statement of 
Additional Information. 

<TABLE>
<CAPTION>
                                       1996         1995         1994         1993         1992 
                                    ----------   ----------   ----------   ----------   ----------- 
<S>                                 <C>          <C>          <C>          <C>          <C>
AETNA VARIABLE FUND 
Value at beginning of period                      $105.558      $107.925     $102.383      $97.165 
Value at end of period                            $137.869      $105.558     $107.925     $102.383 
Increase (decrease) in value of 
  accumulation unit(1)                               30.61%        (2.19)%       5.41%        5.37% 
Number of accumulation units 
  outstanding at end of period                   6,364,000    13,966,072   21,148,863   24,201,565 
AETNA INCOME SHARES 
Value at beginning of period                       $40.173       $42.283      $39.038      $36.789 
Value at end of period                             $46.913       $40.173      $42.283      $39.038 
Increase (decrease) in value of 
  accumulation unit(1)                               16.78%        (4.99)%       8.31%        6.11% 
Number of accumulation units 
  outstanding at end of period                   2,377,622     5,108,720    8,210,666    8,507,292 
AETNA VARIABLE ENCORE FUND 
Value at beginning of period                       $36.271       $35.282      $34.619      $33.812 
Value at end of period                             $37.988       $36.271      $35.282      $34.619 
Increase (decrease) in value of 
  accumulation unit(1)                                4.73%         2.80%        1.92%        2.39% 
Number of accumulation units 
  outstanding at end of period                   1,826,260     3,679,802    5,086,515    7,534,662 
AETNA INVESTMENT ADVISERS FUND, 
  INC. 
Value at beginning of period                       $14.288       $14.519      $13.379      $12.736 
Value at end of period                             $17.954       $14.288      $14.519      $13.379 
Increase (decrease) in value of 
  accumulation unit(1)                               25.65%        (1.59)%       8.52%        5.05% 
Number of accumulation units 
  outstanding at end of period                   9,193,181    21,990,186   30,784,750   34,802,433 
AETNA ASCENT VARIABLE
  PORTFOLIO
Value at beginning of period                       $10.000(4)
Value at end of period                             $10.976
Increase (decrease) in value of
  accumulation unit(1)                                9.76%
Number of accumulation units
  outstanding at end of period                      49,748
AETNA CROSSROADS
  VARIABLE PORTFOLIO
Value at beginning of period                       $10.000(4)
Value at end of period                             $10.862
Increase (decrease) in value of
  accumulation unit(1)                                8.62%
Number of accumulation units
  outstanding at end of period                      47,204
AETNA LEGACY VARIABLE
  PORTFOLIO
Value at beginning of period                       $10.000(4)
Value at end of period                             $10.626
Increase (decrease) in value of
  accumulation unit(1)                                6.26%
Number of accumulation units 
  outstanding at end of period                      20,531 
</TABLE>

<TABLE>
<CAPTION>
                                       1991         1990         1989         1988         1987 
                                    ----------   ----------   ----------   ----------   ----------- 
<S>                                 <C>          <C>          <C>          <C>          <C>
AETNA VARIABLE FUND 
Value at beginning of period           $77.845      $76.311      $59.871      $52.885      $50.760 
Value at end of period                 $97.165      $77.845      $76.311      $59.871      $52.885 
Increase (decrease) in value of 
  accumulation unit(1)                   24.82%        2.01%       27.46%       13.21%        4.19% 
Number of accumulation units 
  outstanding at end of period      20,948,226   18,362,906   17,142,820   16,455,396   16,497,406 
AETNA INCOME SHARES 
Value at beginning of period           $31.192      $28.943      $25.574      $24.061      $23.308 
Value at end of period                 $36.789      $31.192      $28.943      $25.574      $24.061 
Increase (decrease) in value of 
  accumulation unit(1)                   17.94%        7.77%       13.17%        6.29%        3.23% 
Number of accumulation units 
  outstanding at end of period       7,844,412    6,984,793    6,202,834    5,955,293    5,372,271 
AETNA VARIABLE ENCORE FUND 
Value at beginning of period           $32.138      $30.012      $27.783      $26.171      $24.812 
Value at end of period                 $33.812      $32.138      $30.012      $27.783      $26.171 
Increase (decrease) in value of 
  accumulation unit(1)                    5.21%        7.08%        8.02%        6.16%        5.48% 
Number of accumulation units 
  outstanding at end of period       8,430,082   10,220,110    8,286,033    8,154,644    7,326,151 
AETNA INVESTMENT ADVISERS FUND, 
  INC. 
Value at beginning of period           $10.896      $10.437      $10.000(2) 
Value at end of period                 $12.736      $10.896      $10.437 
Increase (decrease) in value of 
  accumulation unit(1)                   16.89%        4.40%        4.37% 
Number of accumulation units 
  outstanding at end of period      22,898,099   17,078,985    9,535,986 
Number of accumulation units 
  outstanding at end of period 
AETNA ASCENT VARIABLE
  PORTFOLIO
Value at beginning of period                      
Value at end of period                            
Increase (decrease) in value of
  accumulation unit(1)                            
Number of accumulation units
  outstanding at end of period                    
AETNA CROSSROADS
  VARIABLE PORTFOLIO
Value at beginning of period                      
Value at end of period                            
Increase (decrease) in value of
  accumulation unit(1)                            
Number of accumulation units
  outstanding at end of period                    
AETNA LEGACY VARIABLE
  PORTFOLIO
Value at beginning of period                      
Value at end of period                            
Increase (decrease) in value of
  accumulation unit(1)                            
Number of accumulation units 
  outstanding at end of period                    
</TABLE>

 ----------------------------------------------------------------------------- 
                               AUV HISTORY - 1 
<PAGE> 

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

<TABLE>
<CAPTION>
                                                             1996      1995            1994              1993       1992 
                                                            -----    ----------      ----------       ----------   ------ 
<S>                                                         <C>      <C>            <C>               <C>          <C>
AETNA VARIABLE INDEX PLUS PORTFOLIO                                                 
Value at beginning of period                                                        
Value at end of period                                                              
Increase (decrease) in value of accumulation unit(1)                                
Number of accumulation units outstanding at end of period                           
ALGER AMERICAN GROWTH PORTFOLIO                                                     
Value at beginning of period                                           $10.000(4)    
Value at end of period                                                 $11.379      
Increase (decrease) in value of accumulation unit(1)                     13.79%     
Number of accumulation units outstanding at end of period              284,978      
ALGER AMERICAN SMALL CAP PORTFOLIO                                                  
Value at beginning of period                                            $9.437          $9.959 
Value at end of period                                                 $13.450          $9.437 
Increase (decrease) in value of accumulation unit(1)                     42.52%          (5.24)%(6) 
Number of accumulation units outstanding at end of period            1,081,375         208,874 
AMERICAN CENTURY VP CAPITAL APPRECIATION*                                           
Value at beginning of period                                           $10.213         $10.463           $10.000(3) 
Value at end of period                                                 $13.224         $10.213           $10.463 
Increase (decrease) in value of accumulation unit(1)                     29.47%          (2.39)%            4.63% 
Number of accumulation units outstanding at end of period            4,184,701      12,096,731        12,272,152 
FIDELITY VIP II CONTRAFUND PORTFOLIO                                                
Value at beginning of period                                           $10.000(7)    
Value at end of period                                                 $11.681      
Increase (decrease) in value of accumulation unit(1)                     16.81%     
Number of accumulation units outstanding at end of period              174,259      
FIDELITY EQUITY-INCOME PORTFOLIO                                                    
Value at beginning of period                                           $10.403         $10.000 
Value at end of period                                                 $13.880         $10.403 
Increase (decrease) in value of accumulation unit(1)                     33.42%           4.03%(8) 
Number of accumulation units outstanding at end of period              766,360         100,574 
FIDELITY GROWTH PORTFOLIO                                                           
Value at beginning of period                                           $10.472         $10.000 
Value at end of period                                                 $14.000         $10.472 
Increase (decrease) in value of accumulation unit(1)                     33.69%           4.72%(8) 
Number of accumulation units outstanding at end of period              612,992         121,070 
FIDELITY OVERSEAS PORTFOLIO                                                         
Value at beginning of period                                            $9.474         $10.000 
Value at end of period                                                 $10.262          $9.474 
Increase (decrease) in value of accumulation unit(1)                      8.32%          (5.26)%(8) 
Number of accumulation units outstanding at end of period              166,303          54,387 
</TABLE> 

<TABLE>
<CAPTION>
                                                                            1991   1990    1989   1988    1987 
                                                                           -----   -----  -----  -----   ------ 
<S>                                                                        <C>     <C>    <C>    <C>     <C>
AETNA VARIABLE INDEX PLUS PORTFOLIO 
Value at beginning of period 
Value at end of period 
Increase (decrease) in value of accumulation unit(1) 
Number of accumulation units outstanding at end of period 
ALGER AMERICAN GROWTH PORTFOLIO 
Value at beginning of period 
Value at end of period 
Increase (decrease) in value of accumulation unit(1) 
Number of accumulation units outstanding at end of period 
ALGER AMERICAN SMALL CAP PORTFOLIO 
Value at beginning of period 
Value at end of period 
Increase (decrease) in value of accumulation unit(1) 
Number of accumulation units outstanding at end of period 
AMERICAN CENTURY VP CAPITAL APPRECIATION* 
Value at beginning of period 
Value at end of period 
Increase (decrease) in value of accumulation unit(1) 
Number of accumulation units outstanding at end of period 
FIDELITY VIP II CONTRAFUND PORTFOLIO 
Value at beginning of period 
Value at end of period 
Increase (decrease) in value of accumulation unit(1) 
Number of accumulation units outstanding at end of period 
FIDELITY EQUITY-INCOME PORTFOLIO 
Value at beginning of period 
Value at end of period 
Increase (decrease) in value of accumulation unit(1) 
Number of accumulation units outstanding at end of period 
FIDELITY GROWTH PORTFOLIO 
Value at beginning of period 
Value at end of period 
Increase (decrease) in value of accumulation unit(1) 
Number of accumulation units outstanding at end of period 
FIDELITY OVERSEAS PORTFOLIO 
Value at beginning of period 
Value at end of period 
Increase (decrease) in value of accumulation unit(1) 
Number of accumulation units outstanding at end of period 
</TABLE>

 ----------------------------------------------------------------------------- 
                               AUV HISTORY - 2 
<PAGE> 

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

<TABLE>
<CAPTION>
                                                                   1996      1995         1994      1993    1992 
                                                                  -----   ----------   ----------  -----   ------ 
<S>                                                               <C>      <C>          <C>         <C>     <C>
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO 
Value at beginning of period                                               $10.000(7) 
Value at end of period                                                     $12.681 
Increase (decrease) in value of accumulation unit(1)                         28.61% 
Number of accumulation units outstanding at end of period                  167,920 
JANUS ASPEN BALANCED PORTFOLIO 
Value at beginning of period                                               $10.000(4) 
Value at end of period                                                     $11.259 
Increase (decrease) in value of accumulation unit(1)                         12.59% 
Number of accumulation units outstanding at end of period                   34,072 
JANUS ASPEN GROWTH PORTFOLIO 
Value at beginning of period                                               $10.000(4) 
Value at end of period                                                     $11.626 
Increase (decrease) in value of accumulation unit(1)                         16.26% 
Number of accumulation units outstanding at end of period                   78,126 
JANUS ASPEN SHORT-TERM BOND PORTFOLIO 
Value at beginning of period                                               $10.000(5) 
Value at end of period                                                     $10.285 
Increase (decrease) in value of accumulation unit(1)                          2.85% 
Number of accumulation units outstanding at end of period                    1,405 
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO 
Value at beginning of period                                               $10.000(7) 
Value at end of period                                                     $12.216 
Increase (decrease) in value of accumulation unit(1)                         22.16% 
Number of accumulation units outstanding at end of period                   65,384 
SCUDDER INTERNATIONAL PORTFOLIO CLASS A SHARES 
Value at beginning of period                                               $12.687      $12.957 
Value at end of period                                                     $13.923      $12.687 
Increase (decrease) in value of accumulation unit(1)                          9.74%       (2.08)%(6) 
Number of accumulation units outstanding at end of period                  432,183      187,169 
</TABLE>

<TABLE>
<CAPTION>
                                                                                     1990   1989    1988   1987 
                                                                                    -----   -----  -----   ----- 
<S>                                                                                 <C>     <C>    <C>     <C>
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO 
Value at beginning of period 
Value at end of period 
Increase (decrease) in value of accumulation unit(1) 
Number of accumulation units outstanding at end of period 
JANUS ASPEN BALANCED PORTFOLIO 
Value at beginning of period 
Value at end of period 
Increase (decrease) in value of accumulation unit(1) 
Number of accumulation units outstanding at end of period 
JANUS ASPEN GROWTH PORTFOLIO 
Value at beginning of period 
Value at end of period 
Increase (decrease) in value of accumulation unit(1) 
Number of accumulation units outstanding at end of period 
JANUS ASPEN SHORT-TERM BOND PORTFOLIO 
Value at beginning of period 
Value at end of period 
Increase (decrease) in value of accumulation unit(1) 
Number of accumulation units outstanding at end of period 
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO 
Value at beginning of period 
Value at end of period 
Increase (decrease) in value of accumulation unit(1) 
Number of accumulation units outstanding at end of period 
SCUDDER INTERNATIONAL PORTFOLIO CLASS A SHARES 
Value at beginning of period 
Value at end of period 
Increase (decrease) in value of accumulation unit(1) 
Number of accumulation units outstanding at end of period 
</TABLE>

(1) The above figures are calculated by subtracting the beginning 
    Accumulation Unit value from the ending Accumulation Unit value during a 
    calendar year, and dividing the result by the beginning Accumulation Unit 
    value. These figures do not reflect the deferred sales charge or the 
    fixed dollar annual maintenance fee, if any. Inclusion of these charges 
    would reduce the investment results shown. 
(2) The initial Accumulation Unit value was established at $10.000 on June 
    23, 1989, the date on which the Fund commenced operations. 
(3) The initial Accumulation Unit value was established at $10.000 on 
    February 1, 1993, the date on which the Portfolio became available under 
    the Contract. 
(4) Reflects less than a full year of performance activity. Funds were first 
    available in this option during June 1995. 
(5) Reflects less than a full year of performance activity. Funds were first 
    available in this option during July 1995. 
(6) Reflects less than a full year of performance activity. Funds were first 
    received in this option during April 1994. 
(7) Reflects less than a full year of performance activity. Funds were first 
    available in this option during May 1995. 
(8) Reflects less than a full year of performance activity. Funds were first 
    received in this option during May 1994. 
(9) Reflects less than a full year of performance activity. Funds were first 
    received in this option during September 1996. 
* Formerly TCI Portfolios, Inc.--TCI Growth. 
    


 ----------------------------------------------------------------------------- 
                               AUV HISTORY - 3 
<PAGE> 

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

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

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


                          VARIABLE ANNUITY ACCOUNT C 
 ============================================================================= 

   The Company established Variable Annuity Account C (the "Separate 
Account") in 1976 as a segregated asset account for the purpose of funding 
its variable annuity contracts. The Separate Account is registered as a unit 
investment trust under the Investment Company Act of 1940 (the "1940 Act"), 
and meets the definition of "separate account" under federal securities laws. 
The Separate Account is divided into "Subaccounts" which do not invest 
directly in stocks, bonds or other investments. Instead, each Subaccount buys 
and sells shares of a corresponding Fund. 

   Although the Company holds title to the assets of the Separate Account, 
such assets are not chargeable with liabilities of any other business 
conducted by the Company. Income, gains or losses of the Separate Account are 
credited to or charged against the assets of the Separate Account without 
regard to other income, gains or losses of the Company. All obligations 
arising under the Contracts are general corporate obligations of the Company. 

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

   
The Funds 
   Purchase Payments may be allocated to one or more of the Subaccounts as 
designated on the application. In turn, the Subaccounts invest in the 
corresponding Funds at net asset value. The total number of investment 
options that you may select during the Accumulation Period is limited to 18. 
Each Subaccount, the Fixed Account, and each classification of GIA/GAA count 
as one option once you have made an allocation to it, even if you no longer 
have amounts allocated to that option. 

   The availability of Funds may be subject to applicable regulatory 
authorization. In addition, the Company may add, withdraw or substitute 
Funds, subject to the conditions in the Contract and in compliance with 
regulatory requirements. Not all Funds may be available in all jurisdictions 
or under all Contracts. 
    

   The investment results of the Funds described below are likely to differ 
significantly and there is no assurance that any of the Funds will achieve 
their respective investment objectives. Except where otherwise noted, all of 
the Funds are diversified, as defined in the 1940 Act. 

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

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

(bullet) Aetna Variable Encore Fund seeks to provide high current return, 
         consistent with preservation of capital and liquidity, through 
         investment in high-quality money market instruments. An investment 
         in the Fund is neither insured nor guaranteed by the U.S. 
         Government.(1) 

(bullet) Aetna Investment Advisers Fund, Inc. is a managed fund which seeks 
         to maximize investment return consistent with reasonable safety of 
         principal by investing in one or more of the following asset 
         classes: stocks, bonds and cash 

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

         equivalents based on the Company's judgment of which of those 
         sectors or mix thereof offers the best investment prospects.(1) 

(bullet) Aetna Generation Portfolios, Inc.--Aetna Ascent Variable Portfolio 
         seeks to provide capital appreciation by allocating its investments 
         among equities and fixed income securities. The Portfolio is managed 
         for investors who generally have an investment horizon exceeding 15 
         years, and who have a high level of risk tolerance.(1) 

(bullet) Aetna Generation Portfolios, Inc.--Aetna Crossroads Variable 
         Portfolio seeks to provide total return (i.e., income and capital 
         appreciation, both realized and unrealized) by allocating its 
         investments among equities and fixed income securities. The 
         Portfolio is managed for investors who generally have an investment 
         horizon exceeding 10 years and who have a moderate level of risk 
         tolerance.(1) 

(bullet) Aetna Generation Portfolios, Inc.--Aetna Legacy Variable Portfolio 
         seeks to provide total return consistent with preservation of 
         capital by allocating its investments among equities and fixed 
         income securities. The Portfolio is managed for investors who 
         generally have an investment horizon exceeding five years and who 
         have a low level of risk tolerance.(1) 
   
(bullet) Aetna Variable Portfolios, Inc.--Aetna Variable Capital Appreciation 
         Portfolio seeks growth of capital primarily through investment in a 
         diversified portfolio of common stocks and securities convertible 
         into common stock. The Portfolio will use a value-oriented approach 
         in an attempt to outperform the total return performance of publicly 
         traded common stocks represented by the S&P 500 Composite Stock 
         Price Index ("S&P 500"), a broad based stock market index composed 
         of 500 common stocks selected by the Standard & Poor's Corporation. 
         The Portfolio uses the S&P 500 as a comparative benchmark because it 
         represents approximately two-thirds of the total market value of all 
         U.S. common stocks, and is well known to investors.(1) 

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

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

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

(bullet) Alger American Fund--Alger American Growth Portfolio seeks long-term 
         capital appreciation by investing in a diversified, actively managed 
         portfolio of equity securities. The Portfolio primarily invests in 
         equity securities of companies which have a market capitalization of 
         $1 billion or greater.(2) 

   
(bullet) Alger American Fund--Alger American Small Capitalization Portfolio 
         seeks long-term capital appreciation. Except during temporary 
         defensive periods, the Portfolio invests at least 65% of its total 
         assets in equity securities of companies that, at the time of 
         purchase of such securities, have total market capitalization within 
         the range of companies included in the Russell 2000 Growth Index, 
         updated quarterly. The Russell 2000 Growth Index is designed to 
         track the performance of small capitalization companies. At           ,
         the range of market capitalization of these companies was $   million
         to $    billion.(2) 

(bullet) American Century Variable Portfolios, Inc.--American Century VP 
         Capital Appreciation seeks capital growth. The Fund seeks to achieve 
         its objective by investing in common stocks (including securities 
         convertible into common stocks) and other securities that meet 
         certain fundamental and technical standards of selection and, in the 
         opinion of the Fund's investment manager, have better than average 
         potential for appreciation.(3) 

(bullet) Fidelity Investments' Variable Insurance Products Fund 
         II--Contrafund Portfolio seeks maximum total return over the long 
         term by investing mainly in equity securities of companies that are 
         undervalued or out-of-favor.(4) 

(bullet) Fidelity Investments' Variable Insurance Products 
         Fund--Equity-Income Portfolio seeks reasonable income by investing 
         primarily in income-producing equity securities. In selecting 
         investments, the Fund also considers the potential for capital 
         appreciation.(4) 

(bullet) Fidelity Investments' Variable Insurance Products Fund--Growth 
         Portfolio seeks capital appreciation by investing mainly in common 
         stocks, although its investments are not restricted to any one type 
         of security.(4) 
    


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

   
(bullet) Fidelity Investments' Variable Insurance Products Fund--Overseas 
         Portfolio seeks long-term growth by investing mainly in foreign 
         securities (at least 65% of the Fund's total assets in securities of 
         issuers from at least three countries outside of North America).(4) 

(bullet) Janus Aspen Series--Aggressive Growth Portfolio is a nondiversified 
         portfolio that seeks long-term growth of capital in a manner 
         consistent with the preservation of capital. The Portfolio pursues 
         its investment objective by normally investing at least 50% of its 
         equity assets in securities issued by medium-sized companies. 
         Medium- sized companies are those whose market capitalizations fall 
         within the range of companies in the S&P MidCap 400 Index, which as 
         of included companies with capitalizations between approximately 
         $    million and $    billion, but which is expected to change on a 
         regular basis.(5) 

(bullet) Janus Aspen Series--Balanced Portfolio seeks long-term capital 
         growth, consistent with preservation of capital and balanced by 
         current income. The Portfolio pursues its investment objective by 
         investing 40%-60% of its assets in equity securities selected 
         primarily for their growth potential and 40%-60% of its assets in 
         fixed-income securities selected primarily for their income 
         potential.(5) 

(bullet) Janus Aspen Series--Growth Portfolio seeks long-term growth of 
         capital in a manner consistent with the preservation of capital. The 
         Portfolio pursues its investment objective by investing in common 
         stocks of companies of any size.(5) 

(bullet) Janus Aspen Series--Short-Term Bond Portfolio seeks as high a level 
         of current income as is consistent with preservation of capital. The 
         Portfolio pursues its investment objective by investing primarily in 
         short- and intermediate-term fixed income securities.(5) 

(bullet) Janus Aspen Series--Worldwide Growth Portfolio seeks long-term 
         growth of capital in a manner consistent with preservation of 
         capital. The Portfolio pursues its investment objective primarily 
         through investments in common stocks of foreign and domestic 
         issuers.(5) 

(bullet) Scudder Variable Life Investment Fund--International Portfolio Class 
         A Shares seeks long-term growth of capital primarily through 
         diversified holdings of marketable foreign equity investments.(6) 

Investment Advisers for each of the Funds: 
         (1) Aetna Life Insurance and Annuity Company (adviser); Aeltus 
             Investment Management, Inc. (sub-adviser) 
         (2) Fred Alger Management, Inc. 
         (3) American Century Investment Management, Inc. 
         (4) Fidelity Management & Research Company 
         (5) Janus Capital Corporation 
         (6) Scudder, Stevens & Clark, Inc. 
    

   Risks Associated with Investment in the Funds. Some of the Funds may use 
instruments known as derivatives as part of their investment strategies. The 
use of certain derivatives may involve high risk of volatility to a Fund, and 
the use of leverage in connection with such derivatives can also increase 
risk of losses. Some of the Funds may also invest in foreign or international 
securities which involve greater risks than U.S. investments. 

   More comprehensive information, including a discussion of potential risks, 
is found in the respective Fund prospectuses which accompany this Prospectus. 
You should read the Fund prospectuses and consider carefully, and on a 
continuing basis, which Fund or combination of Funds is best suited to your 
long-term investment objectives. 

   Conflicts of Interest (Mixed and Shared Funding). Shares of the Funds are 
sold to each of the Subaccounts for funding the variable annuity contracts 
issued by the Company. Shares of the Funds may also be sold to other 
insurance companies for the same purpose. This is referred to as "shared 
funding." Shares of the Funds may also be used for funding variable life 
insurance contracts issued by the Company or by third parties. This is 
referred to as "mixed funding." 

   Because the Funds available under the Contract are sold to fund variable 
annuity contracts and variable life insurance policies issued by us or by 
other companies, certain conflicts of interest could arise. If a conflict of 
interest were to occur, one of the separate accounts might withdraw its 
investment in a Fund, which might force that Fund to sell portfolio 
securities at disadvantageous prices, causing its per share value to 
decrease. Each Fund's Board of Directors or Trustees has agreed to monitor 
events in order to identify any material irreconcilable conflicts which might 
arise and to determine what action, if any, should be taken to address such 
conflict. 

Credited Interest Options 
   Purchase Payments may be allocated to one or more of the Credited Interest 
Options available under the Contract as described below. 

   
(bullet) The Guaranteed Interest Account (GIA) is a part of the Company's 
         general account and guarantees a minimum interest rate, as specified 
         in the Contract. The Company may credit higher interest rates in its 
         discretion. This 
    

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                                       3 
<PAGE> 

         Credited Interest Option is available in all states except 
         Washington and New York. (See Appendix I.) 

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

(bullet) The Guaranteed Accumulation Account (GAA) is a credited interest 
         option through which we guarantee stipulated rates of interest for 
         stated periods of time. Amounts must remain in GAA for the full 
         guaranteed term to receive the quoted interest rates, or a market 
         value adjustment (which may be positive or negative) will be 
         applied. This credited interest option is offered in New York only. 
         (See Appendix III.) 

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

   
Contract Purchase and Availability 
   The Contracts described in this Prospectus are individual deferred 
variable annuity contracts designed to fund plans adopted by or on behalf of 
individuals entitled to tax-deferred treatment under Section 408(b) of the 
Code ("IRA"), and plans established for employees whose employer contributes 
to their IRA plan pursuant to the Simplified Employee Pension ("SEP") Plan 
provisions of Section 408(k) of the Code. Currently, the IRA is not available 
as a "Simple IRA" as defined in Section 408(p) of the Code. 
    

   These Contracts may be purchased by completing the proper application form 
and submitting it to the Distributor. The Company must accept or reject the 
application within two business days of receipt. If the application is 
incomplete, the Company may hold any forms and accompanying Purchase Payments 
for five days. Purchase Payments may be held for longer periods only with the 
consent of the Contract Holder, pending the acceptance of the application. If 
the application is rejected, the application and any Purchase Payments will 
be returned to the Contract Holder. 

Purchase Payments 
   Two types of Contracts are available. Continuing periodic payments will be 
placed in "Installment Purchase Payments Contracts," and lump sum transfers 
of amounts accumulated under a pre-existing plan may be placed in "Single 
Purchase Payment Contracts" in accordance with the Company's procedures and 
minimums in effect at the time of purchase. 

   
   The minimum Purchase Payment for a Single Payment Contract is $5,000. 
Installment Purchase Payments must be at least $85 per month or $1,000 
annually for IRA and SEP Plans. (Monthly installments must be made via 
Automatic Bank Check Plan.) 

   Allocation of Purchase Payments. Purchase Payments will initially be 
allocated to the Subaccounts or Credited Interest Options as specified on the 
application. Changes in such allocation may be made in writing or by 
telephone transfer. Allocations must be in whole percentages, and there may 
be limitations on the number of investment options that can be selected 
during the Accumulation Period. (See "Investment Options--the Funds.") 
    

Right to Cancel 
   You may cancel the Contract no later than 10 days after you receive it (or 
as otherwise allowed by state law) by returning it to the Company with a 
written notice of cancellation. We will produce a refund not later than seven 
days after we receive the Contract and the written notice at our Home Office. 
Cancellations requested after you receive the Contract will consist of a 
refund of the Purchase Payment. 

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

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

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                                       4 
<PAGE> 

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

   Administrative Expense Charge.  The Company reserves the right to make a 
deduction from each of the Subaccounts for an administrative expense charge. 
The administrative expense charge compensates the Company for administrative 
expenses that exceed revenues from the maintenance fee described below. The 
charge is set at a level which does not exceed the average expected cost of 
the administrative services to be provided while the Contract is in force. 
The Company does not expect to make a profit from this charge. 

   
   Under the Contract, the amount of the administrative expense charge may be 
of an amount up to, on an annual basis, 0.25% of the daily net assets of the 
Subaccounts. There is currently no administrative expense charge during the 
Accumulation Period or Annuity Period. The charge in effect at time of 
election of an Annuity Option will be applicable during the entire Annuity 
Period. 
    

Maintenance Fee 
   During the Accumulation Period, the Company will deduct an annual 
maintenance fee of $20 from the Installment Purchase Payment Contract Value. 
The maintenance fee is to reimburse the Company for some of its 
administrative expenses relating to the establishment and maintenance of the 
Contract. There is no maintenance fee under Single Purchase Payment 
Contracts. 

   
Reduction or Elimination of Administrative 
Charge and Maintenance Fee 
   The administrative charge and maintenance fee may be reduced or eliminated 
when sales of the Contracts are made to individuals or to a group of 
individuals in such a manner that results in savings of administrative 
expenses. The entitlement to such a reduction will be based on: 

(1) the size and type of group of individuals to whom the Contract is 
    offered; and 
(2) the amount of expected Purchase Payments. 

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

   The maintenance fee is determined annually based on the Contract Value on 
the last day of the Contract Year. The maintenance fee will be deducted on a 
pro rata basis from each Subaccount or Credited Interest Option in which you 
have an interest. 
    

Deferred Sales Charge 
   Withdrawals of all or a portion of the Account Value may be subject to a 
deferred sales charge. The deferred sales charge is a percentage of the 
amount withdrawn from the Subaccounts, the Fixed Account, the Guaranteed 
Accumulation Account and the Guaranteed Interest Account. 

   For Installment Purchase Payment Contracts, the deferred sales charge is 
based on the number of completed Purchase Payment Periods. For Single 
Purchase Payment Contracts, it is based on the number of Contract Years that 
have elapsed since the Purchase Payments were made. The amount of the 
deferred sales charge is determined in accordance with the schedule set forth 
in the following tables: 

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

         Single Purchase Payment Contracts: 

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

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

(bullet) applied to provide Annuity benefits; 

(bullet) paid due to your death; 

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                                       5 
<PAGE> 

(bullet) withdrawn on or after the tenth anniversary of the effective date of 
         the Installment Purchase Payment Contract; 

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

(bullet) paid where the Contract Value is $2,500 or less and no amount has 
         been withdrawn from that Contract within the prior 12 months; or 

(bullet) in the case of any Installment Purchase Payment Contract, withdrawn 
         in part or in full provided the Participant is at least age 59-1/2 
         and nine Purchase Payment Periods have been completed for the 
         benefit of the Participant. 

   
Reduction or Elimination of the Deferred Sales Charge 
   We may reduce or eliminate the deferred sales charge when sales of the 
Contracts are made to individuals or a group of individuals in such a manner 
that results in savings of sales expenses. The entitlement to such a 
reduction in the deferred sales charge will be based on the following: 

(1) the size and type of group of individuals to whom the Contract is 
    offered; 

(2) the amount of expected Purchase Payments; and 

(3) whether there is a prior or existing relationship with the Company such 
    as being an employee of the Company or an affiliate, receiving 
    distributions or making internal transfers from other Contracts issued by 
    the Company, or making transfers of amounts held under qualified plans 
    sponsored by the Company or an affiliate. 

   Any reduction or elimination of the deferred sales charge will not be 
unfairly discriminatory against any person. 
    

   Free Withdrawal. Up to 10% of the current Contract Value may be withdrawn 
annually without a deferred sales charge. This applies only to the first 
partial withdrawal in each calendar year. The 10% amount will be calculated 
using the Contract Value on the date of withdrawal. This provision is only 
available if you are between the ages of 59-1/2 and 70-1/2. 

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

Fund Expenses 
   Each Fund incurs certain expenses which are paid out of its net assets. 
These expenses include, among other things, the investment advisory or 
"management" fee. The expenses of the Funds are set forth in the Fee Table in 
this Prospectus and described more fully in the accompanying Fund 
prospectuses. 

Premium and Other Taxes 
   Several states and municipalities impose a premium tax on Annuities. These 
taxes currently range from 0% to 4%. The Company reserves the right to deduct 
premium tax against Purchase Payments or Contract Values at any time, but no 
earlier than when we have a tax liability under state law. The Company's 
current practice is to deduct for premium taxes at the time of complete 
withdrawal or annuitization. In addition to the premium tax, the Company 
reserves the right to assess a charge for any state or federal taxes due 
against the Contract or the Separate Account assets. (See "Tax Status.") 

   Any municipal premium tax assessed at a rate in excess of 1% will be 
deducted from the Purchase Payment(s) or from the amount applied to an 
Annuity Option based upon our determination of when such tax is due. We will 
absorb any municipal premium tax that is assessed at 1% or less. We reserve 
the right, however, to reflect this added expense in our annuity purchase 
rates for residents of such municipalities. 

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

Contract Value 
   Until the Annuity Date, the Contract Value is the total dollar value of 
amounts held in the Account as of any Valuation Date. The Contract Value at 
any given time is based on the value of the units held in each Subaccount, 
plus the value of amounts held in any of the Credited Interest Options. 

Accumulation Units 
   
   The value of your interests in a Subaccount is expressed as the number of 
"Accumulation Units" that you hold multiplied by an "Accumulation Unit Value" 
(or "AUV") for each unit. The AUV on any Valuation Date is determined by 
multiplying the value on the immediately preceding Valuation Date by the net 
investment factor of 

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                                       6 
<PAGE> 

that Subaccount for the period between the immediately preceding Valuation 
Date and the current Valuation Date. (See "Net Investment Factor" below.) The 
Accumulation Unit Value will be affected by the investment performance, 
expenses and charges of the applicable Fund and is reduced each day by a 
percentage that accounts for the daily assessment of mortality and expense 
risk charges and the administrative expense charge (if any). 

   Initial Purchase Payments will be credited to your Contract at the AUV 
computed on the next Valuation Date following our acceptance of the 
application, as described under "Purchase--Contract Purchase and Availability." 
Each subsequent Purchase Payment (or amount transferred) received by the 
Company by the close of business of the New York Stock Exchange will be 
credited to your Contract at the AUV computed on the next Valuation Date 
following our receipt of your payment or transfer request. The value of an 
Accumulation Unit may increase or decrease. 
    

Net Investment Factor 
   The net investment factor is used to measure the investment performance of 
a Subaccount from one Valuation Date to the next. The net investment factor 
for a Subaccount for any valuation period is equal to the sum of 1.0000 plus 
the net investment rate. The net investment rate equals: 

   (a) the net assets of the Fund held by the Subaccount on the current 
       Valuation Date, minus 

   (b) the net assets of the Fund held by the Subaccount on the preceding 
       Valuation Date, plus or minus 

   (c) taxes or provisions for taxes, if any, attributable to the operation 
       of the Subaccount; 

   (d) divided by the total value of the Subaccounts Accumulation and Annuity 
       Units on the preceding Valuation Date; 

   
   (e) minus a daily charge at the annual effective rate of 1.25% for 
       mortality and expense risks and up to 0.25% (currently 0%) as an 
       administrative expense charge. 
    

   The net investment rate may be either positive or negative. 

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

   At any time prior to the Annuity Date, you can transfer amounts held under 
your Contract from one Subaccount to another. Transfers between the Credited 
Interest Options and the Subaccounts are subject to certain restrictions. 
(See Appendices I, II and III.) A request for transfer can be made either in 
writing or by telephone. The telephone transfer privilege is available 
automatically; no special election is necessary. All transfers must be in 
accordance with the terms of the Contract. 

   
   The Company currently allows unlimited transfers of accumulated amounts to 
available investment options without charge. However, the total number of 
investment options that you may select during the Accumulation Period is 
limited. (See "Investment Options--The Funds.") In addition, we reserve the 
right to assess a fee of $10.00 for each transfer or allocation change in 
excess of 12 made during each calendar year. Any transfer will be based on 
the Accumulation Unit Value next determined after the Company receives a 
valid transfer request at its Home Office. Transfers are not available during 
the Annuity Period. 
    


                                 WITHDRAWALS 
 ============================================================================= 

   All or a portion of the Contract Value may be withdrawn at any time during 
the Accumulation Period. To request a withdrawal, you must properly complete 
a disbursement form and send it to our Home Office. Payments for withdrawal 
requests will be made in accordance with SEC requirements, but normally not 
later than seven calendar days following our receipt of a disbursement form. 

   Withdrawals may be requested in one of the following forms: 

(bullet) Full Withdrawal of the Contract: The amount paid for a full 
         withdrawal will be the Contract Value minus any applicable deferred 
         sales charge and maintenance fee. 

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                                       7 
<PAGE> 

(bullet) Partial Withdrawals (Percentage): The amount paid will be the 
         percentage of the Contract Value requested minus any applicable 
         deferred sales charge. 

(bullet) Partial Withdrawal (Specified Dollar Amount): The amount paid will 
         be the dollar amount requested. However, the amount withdrawn from 
         the Contract will equal the amount requested plus any applicable 
         deferred sales charge. 

   For any partial withdrawal, amounts will be withdrawn proportionately from 
each Subaccount or Credited Interest Option in which the Account is invested, 
unless you request otherwise in writing. All amounts paid will be based on 
Contract Values as of the next Valuation Date after we receive a request for 
withdrawal at our Home Office, or on such later date as the disbursement form 
may specify. 

Reinvestment Privilege 
   You may elect to reinvest all or a portion of the proceeds received from a 
full withdrawal of your Contract within 30 days after such withdrawal has 
been made. Accumulation Units will be credited to the Contract for the amount 
reinvested, as well as any maintenance fee and deferred sales charge imposed 
at the time of withdrawal. Any maintenance fee which falls due after the 
withdrawal and before the reinvestment will be deducted from the amounts 
reinvested. Reinvested amounts will be reallocated to the applicable 
investment options in the same proportion as they were allocated at the time 
of withdrawal. Accumulation Units will be credited to your Contract based on 
the Accumulation Unit Value next computed following our receipt of your 
request along with the amount to be reinvested. The reinvestment privilege 
may be used only once. See Appendix I and III for a discussion of amounts 
withdrawn from GIA or GAA and then reinvested. If you are contemplating 
reinvestment, you should seek competent advice regarding the tax consequences 
associated with such a transaction. 

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

   The Company offers certain withdrawal options under the Contract that are 
not considered annuity options ("Additional Withdrawal Options"). To exercise 
these options, your Contract Value must meet the minimum dollar amounts and 
age criteria applicable to that option. 

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

(bullet) SWO--Systematic Withdrawal Option. SWO is a series of partial 
         withdrawals from your Contract based on a payment method you select. 
         It is designed for those who want a periodic income while retaining 
         investment flexibility for amounts accumulated under a Contract. 

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

   Other Additional Withdrawal Options may be added from time to time. 
Additional information relating to any of the Additional Withdrawal Options 
may be obtained from your local representative or from the Company at its 
Home Office. 

   
   If you select one of the Additional Withdrawal Options, you will retain 
all of the rights and flexibility permitted under the Contract during the 
Accumulation Period. Your Contract Value will continue to be subject to the 
charges and deductions described in this Prospectus. Taking a withdrawal 
under one of these Additional Withdrawal Options may have tax consequences. 
Any person concerned about tax implications should consult a competent tax 
advisor prior to electing an option. 
    

   Once you elect an Additional Withdrawal Option, you may revoke it any time 
by submitting a written request to our Home Office. Once an option is 
revoked, it may not be elected again, nor may any other Additional Withdrawal 
Option be elected unless permitted by the Code. The Company reserves the 
right to discontinue the availability of one or all of these Additional 
Withdrawal Options at any time, and/or to change the terms of future 
elections. 

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                                       8 
<PAGE> 

                   DEATH BENEFIT DURING ACCUMULATION PERIOD 
 ============================================================================= 

   The Contract provides that a death benefit is payable to the 
Beneficiary(ies) if you die before the Annuity Date. The amount of the death 
benefit will be equal to the Contract Value. Death benefit proceeds may be 
paid to the Beneficiary: 

(bullet) in a lump sum; or 

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

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

   The Beneficiary may instead elect one of the following two options; 
however, the Code limits how long the death benefit proceeds may be left in 
these options (see below): 

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

(bullet) to leave the Contract Value on deposit in the Company's general 
         account, and to receive monthly, quarterly, semi- annual or annual 
         interest payments at the interest rate then being credited on such 
         deposits. The balance on deposit can be withdrawn at any time or 
         applied to an Annuity Option. 

   When paying the Beneficiary, we will determine the Contract Value on the 
Valuation Date following the date on which we receive proof of death 
acceptable to the Company. Interest, if any, will be paid from the date of 
death at a rate no less than required by law. We will mail payment to the 
Beneficiary within seven days after we receive proof of death. 

   The Code requires that distribution of death proceeds begin within a 
certain period of time. Generally, either payments must begin by December 31 
of the year following the year of your death, or the entire value of your 
benefits must be distributed by December 31 of the fifth year following the 
year of your death. If your Beneficiary is your spouse, he or she is not 
required to begin distributions until the year you would have attained age 
70-1/2. In no event may payments extend beyond the life expectancy of the 
Beneficiary or any period certain greater than the Beneficiary's life 
expectancy. If no elections are made, no distributions will be made. Failure 
to commence distributions within the above time periods can result in tax 
penalties. Regardless of the method of payment, death benefit proceeds will 
generally be taxed to the Beneficiary in the same manner as if you had 
received those payments. (See "Tax Status.") 

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

   
Annuity Period Elections 
   For the types of Contracts described in this Prospectus, the Code requires 
that minimum annual distributions of the Contract Value begin by April 1st of 
the calendar year following the calendar year in which you attain age 70-1/2. 
In addition, distributions must be in a form and amount sufficient to satisfy 
the Code requirements. These requirements may be satisfied by the election of 
certain Annuity Options or Additional Withdrawal Options. (See "Tax Status.") 
    

   At least 30 days prior to the Annuity Date, you must notify us in writing 
of the following: 

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

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

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

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

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


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                                       9 
<PAGE> 

Annuity Options 
   You may choose one of the following Annuity Options. You may make or 
change your selection at any time prior to 30 days before the Annuity Date. 
We may also offer additional Annuity Options under your Contract from time to 
time. 

Lifetime Annuity Options: 

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

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

(bullet) Option 3--Life Income based Upon the Lives of Two Payees--An annuity 
         will be paid during the lives of the Annuitant and a second 
         Annuitant, with 100%, 66-2/3% or 50% of the payment to continue 
         after the first death, or 100% of the payment to continue at the 
         death of the second Annuitant and 50% of the payment to continue at 
         the death of the Annuitant. 

(bullet) Option 4--Life Income based Upon the Lives of Two Payees--An annuity 
         with payments for a minimum of 120 months, with 100% of the payment 
         to continue after the first death. 

   If Option 1 or 3 is elected, it is possible that only one Annuity Payment 
will be made if the Annuitant under Option 1, or the surviving Annuitant 
under Option 3, should die prior to the due date of the second Annuity 
Payment. Once lifetime Annuity Payments begin, the Annuitant cannot elect to 
receive a lump-sum settlement. 

Nonlifetime Annuity Options: 

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

   An Annuity may be selected on a fixed or variable basis and payments be 
made for 3 to 30 years, as selected. If this option is elected on a variable 
basis, the Annuitant may request at any time during the payment period that 
the present value of all or any portion of the remaining variable payments be 
paid in one sum. However, any lump-sum elected before three years of payments 
have been completed will be treated as a withdrawal during the Accumulation 
Period and any applicable deferred sales charge will be assessed. (See 
"Charges and Deductions-- Deferred Sales Charge.") The nonlifetime option is 
not available on a variable basis under a Contract which provides for 
immediate Annuity benefits. 

   
   We may also offer additional Annuity Options under your Contract from time 
to time. 
    

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

   Amount of Each Annuity Payment.  The amount of each payment depends on how 
you allocate your Contract Value between fixed and variable payouts. No 
election may be made that would result in the first Annuity payment of less 
than $20, or total yearly Annuity payments of less than $100. If your 
Contract Value on the Annuity Date is insufficient to elect an option for the 
minimum amount specified, a lump-sum payment must be elected. 

   If Annuity Payments are to be made on a variable basis, the first and 
subsequent payments will vary depending on the assumed net investment rate 
selected (3-1/2% or 5% per annum). Selection of a 5% rate causes a higher 
first payment, but Annuity Payments will increase thereafter only to the 
extent that the net investment rate exceeds 5% on an annualized basis. 
Annuity Payments would decline if the rate were below 5%. Use of the 3-1/2% 
assumed rate causes a lower first payment, but subsequent payments would 
increase more rapidly or decline more slowly as changes occur in the net 
investment rate. (See the Statement of Additional Information for further 
discussion on the impact of selecting an assumed net investment rate). 

Charges Deducted During the Annuity Period 
   We make a daily deduction for mortality and expense risks from any amounts 
held on a variable basis. Therefore, electing the nonlifetime option on a 
variable basis will result in a deduction being made even though we assume no 
mortality risk. We may also deduct a daily administrative expense charge from 
amounts held under the variable options. (See "Charges and Deductions.") 

Death Benefit Payable During the Annuity Period 
   If an Annuitant dies after Annuity Payments have begun, any death benefit 
payable will depend on the terms of the Contract and the Annuity Option 
selected. If Option 1 or 
 ----------------------------------------------------------------------------- 
                                      10 
<PAGE> 

Option 3 was elected, Annuity Payments will cease on the death of the 
Annuitant under Option 1 or the death of the surviving Annuitant under Option 
3. 

   If Lifetime Option 2 or Option 4 was elected and the death of the 
Annuitant under Option 2, or the surviving Annuitant under Option 4, occurs 
prior to the end of the guaranteed minimum payment period, we will pay to the 
Beneficiary in a lump sum, unless otherwise requested, the present value of 
the guaranteed annuity payments remaining. 

   If the nonlifetime option was elected, and the Annuitant dies before all 
payments are made, the value of any remaining payments may be paid in a 
lump-sum to the Beneficiary (unless otherwise requested), and no deferred 
sales charge will be imposed. 

   If the Annuitant dies after Annuity payments have begun and if there is a 
death benefit payable under the Annuity option elected, the remaining value 
must be distributed to the Beneficiary at least as rapidly as under the 
original method of distribution. 

   Any lump-sum payment paid under the applicable lifetime or nonlifetime 
Annuity options will be made within seven calendar days after proof of death 
acceptable to us, and a request for payment are received at our Home Office. 
The value of any death benefit proceeds will be determined as of the next 
Valuation Date after we receive acceptable proof of death and a request for 
payment. Under Options 2 and 4, such value will be reduced by any payments 
made after the date of death. 

                                  TAX STATUS 
 ============================================================================= 

Introduction 
   The following provides a general discussion and is not intended as tax 
advice. This discussion reflects the Company's understanding of current 
federal income tax law. Such laws may change in the future, and it is 
possible that any change could be retroactive (i.e., effective prior to the 
date of the change). The Company makes no guarantee regarding the tax 
treatment of any Contract or transaction involving a Contract. The ultimate 
effect of federal income taxes on the amounts held under a Contract, on 
Annuity payments, and on the economic benefit to the Contract Holder or 
Beneficiary may depend upon the tax status of the individual concerned. Any 
person concerned about these tax implications should consult a competent tax 
adviser before initiating any transaction. 

Taxation of the Company 
   The Company is taxed as a life insurance company under the Code. Since the 
Separate Account is not an entity separate from the Company, it will not be 
taxed separately as a "regulated investment company" under the Code. 
Investment income and realized capital gains are automatically applied to 
increase reserves under the Contracts. Under existing federal income tax law, 
the Company believes that the Separate Account investment income and realized 
net capital gains will not be taxed to the extent that such income and gains 
are applied to increase the reserves under the Contracts. 

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

Contracts Used with Certain Retirement Plans 
   In General.  The Contract is designed for use with retirement plans 
qualified under Sections 408(b) or 408(k) of the Code. The tax rules 
applicable to participants and beneficiaries in retirement plans vary 
according to the type of plan and the terms and conditions of the plan. 

   The Company makes no attempt to provide more than general information 
about use of the Contracts with the various types of retirement plans. 
Purchasers are responsible for determining that contributions, distributions 
and other transactions with respect to the Contracts satisfy applicable laws, 
and should consult their legal counsel and tax adviser regarding the 
suitability of the Contract. 

   Section 408 of the Code permits eligible individuals to contribute to an 
individual retirement program known as an Individual Retirement Annuity or 
Individual Retirement Account, each hereinafter referred to as an "IRA". 
Also, distributions from certain other types of qualified plans may be 
"rolled over" on a tax-deferred basis into an IRA. Employers may establish 
Simplified Employee Pension (SEP) Plans and make contributions to an IRA on 
behalf of their employees. The sale of a Contract for use with an IRA 
requires special disclosure as mandated by the Internal Revenue Code. 
Purchasers of an IRA Contract will be provided with supplemental information 
as required by the Internal 

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

Revenue Code. Such purchasers will have the right to revoke their purchase 
within seven days of the earlier of the establishment of the IRA or their 
purchase. A Contract issued as an IRA will be amended as necessary to conform 
to the requirements of the Code. 

   Taxation of Distributions.  All distributions will be taxed as they are 
received unless you made a rollover contribution of the distribution to 
another retirement plan or to another IRA in accordance with the Code, or 
unless you have made after-tax contributions to the plan, which are not taxed 
upon distribution. The Code has specific rules that apply, depending on the 
type of distribution received, if after-tax contributions were made. 

   
   In general, payments received by your beneficiaries after your death are 
taxed in the same manner as if you have received those payments, a limited 
death benefit exclusion may apply for payments due to deaths occurring on or 
before August 20, 1996. This exclusion no longer applies to payments due to 
deaths occurring after August 20, 1996. 

   The Code imposes a 10% penalty tax on the taxable portion of any 
distribution from and IRA unless made when (a) you have attained age 59-1/2, 
(b) you have become disabled as defined by the Code, (c) the distribution 
amount is rolled over in accordance with the terms of the Code, (d) it is 
paid in a series of substantially equal periodic payments, or (e) you have 
been unemployed and receiving unemployment benefits as further described in 
the Code. In addition, the penalty tax does not apply for the amount of a 
distribution equal to unreimbursed medical expenses incurred by you that 
qualify for deduction as specified in the Code. The Code may impose other 
penalty taxes in other circumstances. 
    


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

Distribution 
   The Company will serve as the principal underwriter for the securities 
sold by this Prospectus. The Company is registered as a broker-dealer with 
the Securities and Exchange Commission ("SEC") and is a member of the 
National Association of Securities Dealers, Inc. (NASD). As underwriter, the 
Company will contract with one or more registered broker-dealers 
("Distributors"), including at least one affiliate of the Company, to offer 
and sell the Contracts. All persons offering and selling the Contracts must 
be registered representatives of the Distributors and must also be licensed 
as insurance agents to sell variable annuity contracts. These registered 
representatives may also provide services in connection with establishing the 
Contract. 

   
   Payment of Commissions.  Persons offering and selling the Contracts may 
receive commissions in connection with the sale of the Contracts. The maximum 
percentage amount that the Company will ever pay as commission with respect to
any given Purchase Payment is with respect to those made during the first year 
of Purchase Payments under a Contract. The percentage amount will range from 2%
to 4% of those Purchase Payments. The Company may also pay renewal commissions 
on Purchase Payments made after the first year and service fees. The average 
of all payments made by the Company is estimated to equal approximately 3% of 
the total Purchase Payments made over the life of an average Contract. In 
addition, some sales personnel may receive various types of non-cash 
compensation as special sales incentives, including trips and educational 
and/or business seminars. Supervisory and other management personnel of the 
Company may receive compensation that will vary based on the relative
profitability to the Company of the funding options you select. Funding options
that invest in Funds advised by the Company or its affiliates are generally 
more profitable to the Company. The Company may also reimburse the Distributor 
for certain expenses. The name of the Distributor and the registered 
representative responsible for your Contract are set forth on your application.
Commissions and sales related expenses are paid by the Company and are not 
deducted from Purchase Payments. (See "Charges and Deductions--Deferred Sales 
Charge.")

Delay or Suspension of Payments 
   The Company reserves the right to suspend or postpone the date of payment 
for any benefit or values (a) on any Valuation Date on which the New York 
Stock Exchange ("Exchange") is closed (other than customary weekend and 
holiday closings) or when trading on the Exchange is restricted; (b) when an 
emergency exists, as determined by the SEC, so that disposal of securities 
held in the Subaccounts is not reasonably practicable or it is not reasonably 
practicable for the Company fairly to determine the value of the Subaccount's 
assets; or (c) during such other periods as the SEC may by order permit for 
the protection of investors. The conditions under which restricted trading or 
an emergency exists shall be determined by the rules and regulations of the 
SEC. 
    

Performance Reporting 
   From time to time, the Company may advertise different types of historical 
performance for the Subaccounts of the Separate Account. The Company may 

 ----------------------------------------------------------------------------- 
                                      12 
<PAGE> 

advertise the "standardized average annual total returns" of the Subaccounts, 
calculated in a manner prescribed by the SEC, as well as the 
"non-standardized returns." "Standardized average annual total returns" are 
computed according to a formula in which a hypothetical investment of $1,000 
is applied to the Subaccount and then related to the ending redeemable values 
over the most recent one, five and ten-year periods (or since inception, if 
less than ten years). Standardized returns will reflect the reduction of all 
recurring charges during each period (e.g., mortality and expense risk 
charges, annual maintenance fees, administrative expense charge (if any) and 
any applicable deferred sales charge). "Non-standardized returns" will be 
calculated in a similar manner, except that non- standardized figures will 
not reflect the deduction of any applicable deferred sales charge (which 
would decrease the level of performance shown if reflected in these 
calculations). The non-standardized figures may also include monthly, 
quarterly, year-to-date and three-year periods. 

   The Company may also advertise certain ratings, rankings or other 
information related to the Company, the Subaccounts or the Funds. Further 
details regarding performance reporting and advertising are described in the 
Statement of Additional Information. 

Voting Rights 
   In accordance with the Company's view of present applicable law, it will 
vote the shares of each of the Funds held by the Separate Account at regular 
and special meetings of Fund shareholders in accordance with instructions 
received from persons having a voting interest in the Separate Account. The 
Company will vote shares for which it has not received instructions in the 
same proportion as it votes shares for which it has received instructions. 

   Each person having a voting interest in the Separate Account will receive 
periodic reports relating to the Fund(s) in which he or she has an interest, 
as well as any proxy materials and a form on which to give voting 
instructions. Voting instructions will be solicited by written communication 
at least 14 days before such meeting. The number of votes to which each 
person may give direction will be determined as of the record date set by the 
Fund. 

   The number of votes that you may cast during the Accumulation Period is 
equal to the portion of the Contract Value attributable to that Fund, divided 
by the net asset value of one share of that Fund. During the Annuity Period, 
the number of votes is equal to the valuation reserve applicable to the 
portion of the Contract attributable to that Fund, divided by the net asset 
value of one share of that Fund. In determining the number of votes, 
fractional votes will be recognized. 

Modification of the Contract 
   The Company may modify the Contract when it deems an amendment 
appropriate, by giving written notice to you 30 days before the effective 
date of the change. The most likely reason for a change to the Contract would 
be to ensure compliance with applicable law. Certain changes will require the 
approval of appropriate state or federal regulatory authorities. 

   
Involuntary Terminations 
   Subject to state regulatory approval, following the completion of two 
Contract Years in which no Purchase Payments have been made, the Company 
reserves the right to pay the full Contract Value to the Contract Holder if 
the Contract Value is less than $1,500, provided the Company gives the 
Contract Holder 90 days written notice. Such Contract Value paid may not be 
reinstated. The full Contract Value payable to the Contract Holder will not 
be reduced by any deferred sales charge, and amounts withdrawn from GIA, if 
applicable, will not receive a reduced rate of interest. Amounts withdrawn 
from GIA will receive a guaranteed effective annual yield to the date of 
Contract termination as if the amounts had remained in GIA until the end of a 
Guaranteed Term. (See Appendix I.) 

   Amounts surrendered from GAA will receive the greater of: 

(a) The aggregate MVA amount from all Guaranteed Terms prior to the end of 
    those terms; or 

(b) The applicable portion of the Contract Value in GAA. 

   This provision does not apply for any Contract that has elected an Annuity 
Option. 

Legal Matters and Proceedings 
   The Company knows of no material legal proceedings pending to which the 
Separate Account or the Company is a party or which would materially affect 
the Separate Account. The validity of the securities offered by this 
Prospectus has been passed upon by Counsel to the Company. 
    


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

                               CONTENTS OF THE 
                     STATEMENT OF ADDITIONAL INFORMATION 
 ============================================================================= 

The Statement of Additional Information contains more specific information on 
the Separate Account and the Contract, as well as the financial statements of 
the Separate Account and the Company. A list of the contents of the SAI is 
set forth below: 

                      General Information and History 
                      Variable Annuity Account C 
                      Offering and Purchase of Contracts 
                      Performance Data 
                       General 
                       Average Annual Total Return Quotations 
                      Annuity Payments 
                      Sales Material and Advertising 
                      Independent Auditors 
                      Financial Statements of the Separate Account 
                      Financial Statements of the Company 

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

                                  APPENDIX I 
                         GUARANTEED INTEREST ACCOUNT 
           (Available in all states except Washington and New York) 
 ============================================================================= 

The Guaranteed Interest Account ("GIA") is a Credited Interest Option 
available during the Accumulation Period. Amounts allocated to Short-Term 
Classifications of GIA are held in the Company's general account that 
supports insurance and annuity obligations. Amounts allocated to Long-Term 
Classifications of GIA are held in a noninsulated, nonunitized separate 
account. Interests in GIA have not been registered with the SEC in reliance 
on exemptions under the Securities Act of 1933, as amended. Disclosure in 
this Prospectus regarding GIA may, however, be subject to certain generally 
applicable provisions of the federal securities laws relating to the accuracy 
and completeness of such statements. Disclosure in this Appendix regarding 
the Guaranteed Interest Account has not been reviewed by the SEC. 

  GIA is a Credited Interest Option under which we guarantee stipulated rates 
of interest for stated periods of time. Interest is credited daily at a rate 
that will provide the guaranteed effective yield by the end of the stated 
period. 

  During a stated period of time, amounts may be applied to any or all 
available Guaranteed Terms within the Short-Term and Long-Term 
Classifications. The Short-Term Classification consists of all Guaranteed 
Terms of 3 years or less and the Long-Term Classification consists of all 
Guaranteed Terms of 10 years or less, but greater than 3 years. 

   
  As long as amounts are not withdrawn before the end of a stated term, we 
will pay the guaranteed rate of interest. If amounts are withdrawn or 
transferred before the end of a stated period of time, except if pursuant to 
the Company's termination of the Contract (see "Miscellaneous--Involuntary 
Termination of the Contract,") we will pay a reduced rate of interest, but 
never less than the minimum stated in the Contract. 
    

  As a Guaranteed Term matures, assets accumulating under GIA may be (a) 
transferred to a new Guaranteed Term, (b) transferred to the other available 
investment options, or (c) withdrawn. Amounts withdrawn may be subject to a 
deferred sales charge and/or tax liabilities. 

Mortality and Expense Risk Charges 
   We make no deductions from the credited interest rate for mortality and 
expense risks; these risks are considered in determining the credited 
interest rate. 

Transfers 
   Transfers are permitted from Guaranteed Terms of one Classification to 
available Guaranteed Terms of another Classification. We will apply a reduced 
rate of interest to amounts transferred prior to the end of a Guaranteed 
Term. Transfers of GIA values due to a maturity are not subject to a reduced 
rate of interest. 

   By notifying us at our Home Office at least 30 days before Annuity 
payments begin, you may elect to have amounts that have been accumulating 
under GIA transferred to one or more of the funds currently available during 
the Annuity Period, to provide variable Annuity payments. GIA cannot be used 
as an investment option during the Annuity Period. 

Reinvestment Privilege 
   Any amounts reinvested in GIA will be applied to the current deposit 
period. Amounts are proportionately reinvested to the Classifications in the 
same manner as they were allocated before the withdrawal. 

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

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

The following summarizes material information concerning the Fixed Account. 
Amounts allocated to the Fixed Account are held in the Company's general 
account that supports general insurance and annuity obligations. Interests in 
the Fixed Account have not been registered with the SEC in reliance on 
exemptions under the Securities Act of 1933, as amended. Disclosure in the 
Prospectus regarding the Fixed Account, may, however, be subject to certain 
generally applicable provisions of the federal securities laws relating to 
the accuracy and completeness of such statements. Disclosure in this Appendix 
regarding the Fixed Account has not been reviewed by the SEC. 

  The Fixed Account guarantees the minimum interest rate specified in the 
Contract. These minimum interest rates cannot be changed by the Company; 
however, the Company may credit a higher interest rate from time to time. The 
Company's determination of interest rates reflects the investment income 
earned on invested assets and the amortization of any capital gains and/or 
losses realized on the sale of invested assets. Under the Fixed Account, the 
Company assumes the risk of investment gain or loss by guaranteeing Contract 
Values and promising a minimum interest rate and Annuity Payment. 

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

  In addition, if allowed by state law, the Company may pay any Fixed Account 
withdrawal value in equal payments, with interest, over a period not to 
exceed 60 months, when: 

(a) the amount held in the Fixed Account under this Contract exceeds $250,000 
    on the day prior to the current withdrawal; and 

(b) the sum of the current Fixed Account withdrawal and the total of all 
    Fixed Account withdrawals from the Contract within the past 12 calendar 
    months exceeds 20% of the amount in the Fixed Account on the day prior to 
    the current withdrawal. 

   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 the minimum stated 
in the Contract. 

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

   The Fixed Account will reflect a compound interest rate credited by us. 
The interest rate quoted is an annual effective yield. We make no deductions 
from the credited interest rate for mortality and expense risks; these risks 
are considered in determining the credited rate. 

Transfers Among Investment Options 
   Transfers from the Fixed Account to any other available investment 
options(s) are allowed in each calendar year during the Accumulation Period. 
The amount which may be transferred may vary at our discretion; however, it 
will never be less than 10% of the amount held under the Fixed Account. 
   
   By notifying us at our Home Office at least 30 days before Annuity 
payments begin, you may elect to have amounts which have been accumulating 
under the Fixed Account transferred to one or more of the Subaccounts 
available during the Annuity Period to provide variable Annuity Payments. 
Additionally, any remaining balance in the Fixed Account under the Contract 
may be transferred by you in its entirety to any other investment option(s) 
if: 

   (a) the Current Value in the Fixed Account is $2,000 or less; or 
    

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

   
   (b) the maximum percentage allowed was transferred from the Fixed Account 
       in each of the four consecutive calendar years and no additional Net 
       Purchase Payment(s) have been allocated to the Fixed Account during 
       that same time period. 

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


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

                                 APPENDIX III 
                       GUARANTEED ACCUMULATION ACCOUNT 
                          (Offered in New York only) 
 ============================================================================= 

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

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

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

  Purchase Payments must remain in GAA for the full Guaranteed Term to 
receive the quoted interest rates. Withdrawals or transfers from a Guaranteed 
Term before the end of that Guaranteed Term may be subject to a market value 
adjustment ("MVA"). An MVA reflects the change in the value of the 
investments due to changes in interest rates since the date of deposit. When 
interest rates increase after the date of deposit, the value of the 
investment decreases and the MVA is negative. Conversely, when interest rates 
decrease after the date of deposit, the value of the investment increases, 
and the MVA is positive. It is possible that a negative MVA could result in 
your receipt of an amount which is less than the amount paid into GAA. 

  As a Guaranteed Term matures, assets accumulating under GAA may be (a) 
transferred to a new Guaranteed Term, (b) transferred to other available 
investment options, or (c) withdrawn. Amounts withdrawn may be subject to a 
deferred sales charge and/or federal tax penalties or mandatory income tax 
withholding. 

  By notifying us at least 30 days prior to the Annuity Date, you may elect a 
variable annuity and have amounts that have been accumulating under GAA 
transferred to one or more of the Subaccounts available during the Annuity 
Period. GAA cannot be used as an investment option during the Annuity Period. 

Mortality and Expense Risk Charges 
   We make no deductions from the credited interest rate for mortality and 
expense risks; these risks are considered in determining the credited rate. 

Transfers 
   Transfers are permitted among Guaranteed Terms. However, amounts applied 
to GAA may not be transferred to another Guaranteed Term of GAA, or to any 
other Subaccount or Credited Interest Option available under the Contract, 
during the deposit period or the 90 days after the close of the deposit 
period. We will apply an MVA to transfers made before the end of a Guaranteed 
Term, unless such transfer is due to the maturity of the Guaranteed Term. 

Reinvestment Privilege 
   If amounts are withdrawn from GAA and reinvested, they will be applied to 
the current deposit period. Amounts are proportionately reinvested in the 
same manner as they were allocated before the withdrawal. Any negative MVA 
amount applied to a withdrawal is not included in the reinvestment. 


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

                      Please attach to your Application 

   
I hereby acknowledge receipt of an Account C Individual Variable Annuity 
Contract Prospectus dated May 1, 1997 for Individual Retirement Annuities and 
Simplified Employee Pension Plans, as well as all current prospectuses 
pertaining to the variable investment options available under the Contracts. 

 Please send an Account C Statement of Additional Information (Form No. 
SAI.75992-97) dated May 1, 1997. 
    

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

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

   
PROS.75992-97
    

















<PAGE>


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

                                       OF

                    AETNA LIFE INSURANCE AND ANNUITY COMPANY
- --------------------------------------------------------------------------------
   
              Statement of Additional Information dated May 1, 1997

      Variable Annuity Contracts for Individual Retirement Annuities under
    Section 408(b) and Simplified Employee Pension Plans under Section 408(k)

This Statement of Additional Information is not a prospectus and should be read
in conjunction with the current prospectus for Variable Annuity Account C (the
"Separate Account") dated May 1, 1997.
    
A free prospectus is available upon request from the local Aetna Life Insurance
and Annuity Company office or by writing to or calling:

                    Aetna Life Insurance and Annuity Company
                                Customer Service
                              151 Farmington Avenue
                           Hartford, Connecticut 06156
                                 1-800-531-4547

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



                                TABLE OF CONTENTS

                                                                         Page

General Information and History............................................ 2
Variable Annuity Account C................................................. 2
Offering and Purchase of Contracts......................................... 3
Performance Data........................................................... 3
     General............................................................... 3
     Average Annual Total Return Quotations................................ 4
Annuity Payments........................................................... 7
Sales Material and Advertising............................................. 8
Independent Auditors....................................................... 8
Financial Statements of the Separate Account............................... S-1
Financial Statements of Aetna Life Insurance and Annuity Company............F-1


<PAGE>



                         GENERAL INFORMATION AND HISTORY
   
Aetna Life Insurance and Annuity Company (the "Company") is a stock life
insurance company which was organized under the insurance laws of the State of
Connecticut in 1976. Through a merger, it succeeded to the business of Aetna
Variable Annuity Life Insurance Company (formerly Participating Annuity Life
Insurance Company organized in 1954). As of December 31, 1996, the Company had
assets of $___ billion (subject to $___ billion of customer and other
liabilities, $___ billion of shareholder equity) which includes $__ billion in
assets held in the Company's separate accounts. The Company had $__ billion in
assets under management, including $__ billion in its mutual funds. As of
____________, it ranked among the top __% of all U.S. life insurance companies
by size. The Company is a wholly owned subsidiary of Aetna Retirement Holdings,
Inc., which is in turn a wholly owned subsidiary of Aetna Retirement Services,
Inc. and an indirect wholly owned subsidiary of Aetna Inc. The Company is
engaged in the business of issuing life insurance policies and annuity contracts
in all states of the United States. The Company's Home Office is located at 151
Farmington Avenue, Hartford, Connecticut 06156.
    
In addition to serving as the principal underwriter and the depositor for the
Separate Account, the Company is also a registered investment adviser under the
Investment Advisers Act of 1940, and a registered broker-dealer under the
Securities Exchange Act of 1934. The Company provides investment advice to
several of the registered management investment companies offered as variable
investment options under the Contracts funded by the Separate Account (see
"Variable Annuity Account C" below).

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

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



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




                                       2
<PAGE>



The Funds currently available under the Contract are as follows:

   
<TABLE>
<S>                                                             <C>
Aetna Variable Fund                                             American Century VP Capital Appreciation
Aetna Income Shares                                               (formerly TCI Growth)
Aetna Variable Encore Fund                                      Fidelity VIP II Contrafund Portfolio
Aetna Investment Advisers Fund, Inc.                            Fidelity VIP Equity-Income Portfolio
Aetna Ascent Variable Portfolio                                 Fidelity VIP Growth Portfolio
Aetna Crossroads Variable Portfolio                             Fidelity VIP Overseas Portfolio
Aetna Legacy Variable Portfolio                                 Janus Aspen Aggressive Growth Portfolio
Aetna Variable Capital Appreciation Portfolio                   Janus Aspen Balanced Portfolio
Aetna Variable Growth Portfolio                                 Janus Aspen Growth Portfolio
Aetna Variable Index Plus Portfolio                             Janus Aspen Short-Term Bond Portfolio
Aetna Variable Small Company Portfolio                          Janus Aspen Worldwide Growth Portfolio
Alger American Growth Portfolio                                 Scudder International Portfolio Class A Shares
Alger American Small Cap Portfolio                              
</TABLE>
    

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

                       OFFERING AND PURCHASE OF CONTRACTS

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


                                PERFORMANCE DATA

GENERAL

From time to time, the Company may advertise different types of historical
performance for the Subaccounts of the Separate Account available under the
Contracts. The Company may advertise the "standardized average annual total
returns," calculated in a manner prescribed by the Securities and Exchange
Commission (the "standardized return"), as well as "non-standardized returns,"
both of which are described below.

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



                                       3
<PAGE>

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

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

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

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

AVERAGE ANNUAL TOTAL RETURN QUOTATIONS - Standardized and Non-Standardized

   
The tables below reflect the average annual standardized and non-standardized
total return quotation figures for the periods ended December 31, 1996 for the
Subaccounts under the Contract. Tables A and B reflect the average annual
standardized and non-standardized total return quotation figures for the periods
ended December 31, 1996 for the Subaccounts under a Single Payment Account with
a $0 maintenance fee and an Installment Payment Account with a $20 annual
maintenance fee, respectively. For those Subaccounts where results are not
available for the full calendar period indicated, the percentage shown is an
average annual return since inception (denoted with an *).
    



                                       4
<PAGE>


   
<TABLE>
<CAPTION>
                                                           TABLE A
                                         -------------------------------------------------------------------------------------------
        Single Payment Account:                                                                                            Fund
        ($0 Maintenance Fee)                      STANDARDIZED                          NON-STANDARDIZED                Inception
                                                                                                                           Date
- ------------------------------------------------------------------------------------------------------------------------------------
               SUBACCOUNT                1  Year    5 Years     10 Years    1 Year      3 Years   5 Years    10 Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>        <C>         <C>         <C>         <C>       <C>        <C>        <C>
 Aetna Variable Fund                                                                                                    04/30/75
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Income Shares                                                                                                    06/01/78
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Variable Encore Fund                                                                                             09/01/75
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Investment Advisers Fund, Inc.                                                                                   06/23/89
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Ascent Variable Portfolio                                                                                        07/03/95
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Crossroads Variable Portfolio                                                                                    07/03/95
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Legacy Variable Portfolio                                                                                        07/03/95
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Variable Index Plus Portfolio                                                                                    09/12/96
- ------------------------------------------------------------------------------------------------------------------------------------
 Alger American Growth Portfolio                                                                                        01/09/89
- ------------------------------------------------------------------------------------------------------------------------------------
 Alger American Small Cap Portfolio                                                                                     09/21/88
- ------------------------------------------------------------------------------------------------------------------------------------
 American Century VP Capital
   Appreciation                                                                                                         11/20/87
- ------------------------------------------------------------------------------------------------------------------------------------
 Fidelity VIP ll Contrafund Portfolio                                                                                   01/03/95
- ------------------------------------------------------------------------------------------------------------------------------------
 Fidelity VIP Equity-Income Portfolio                                                                                   10/09/86
- ------------------------------------------------------------------------------------------------------------------------------------
 Fidelity VIP Growth Portfolio                                                                                          10/09/86
- ------------------------------------------------------------------------------------------------------------------------------------
 Fidelity VIP Overseas Portfolio                                                                                        01/28/87
- ------------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Aggressive Growth                                                                                          09/13/93
 Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Balanced Portfolio                                                                                         09/13/93
- ------------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Growth Portfolio                                                                                           09/13/93
- ------------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Short-Term Bond Portfolio                                                                                  09/13/93
- ------------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Worldwide Growth Portfolio                                                                                 09/13/93
- ------------------------------------------------------------------------------------------------------------------------------------
 Scudder International Portfolio
   Class A Shares                                                                                                       05/1/87
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    

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



                                       5
<PAGE>


   
<TABLE>
<CAPTION>
                                                           TABLE B
                                         -------------------------------------------------------------------------------------------
        Installment Payment Account:                                                                                       Fund
        ($20 Maintenance Fee)                     STANDARDIZED                          NON-STANDARDIZED                Inception
                                                                                                                           Date
- ------------------------------------------------------------------------------------------------------------------------------------
               SUBACCOUNT                1  Year    5 Years     10 Years    1 Year      3 Years   5 Years    10 Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>        <C>         <C>         <C>         <C>       <C>        <C>        <C>
 Aetna Variable Fund                                                                                                    04/30/75
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Income Shares                                                                                                    06/01/78
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Variable Encore Fund                                                                                             09/01/75
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Investment Advisers Fund, Inc.                                                                                   06/23/89
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Ascent Variable Portfolio                                                                                        07/03/95
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Crossroads Variable Portfolio                                                                                    07/03/95
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Legacy Variable Portfolio                                                                                        07/03/95
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Variable Index Plus Portfolio                                                                                    09/12/96
- ------------------------------------------------------------------------------------------------------------------------------------
 Alger American Growth Portfolio                                                                                        01/09/89
- ------------------------------------------------------------------------------------------------------------------------------------
 Alger American Small Cap Portfolio                                                                                     09/21/88
- ------------------------------------------------------------------------------------------------------------------------------------
 American Century VP Capital
   Appreciation                                                                                                         11/20/87
- ------------------------------------------------------------------------------------------------------------------------------------
 Fidelity VIP ll Contrafund Portfolio                                                                                   01/03/95
- ------------------------------------------------------------------------------------------------------------------------------------
 Fidelity VIP Equity-Income Portfolio                                                                                   10/09/86
- ------------------------------------------------------------------------------------------------------------------------------------
 Fidelity VIP Growth Portfolio                                                                                          10/09/86
- ------------------------------------------------------------------------------------------------------------------------------------
 Fidelity VIP Overseas Portfolio                                                                                        01/28/87
- ------------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Aggressive Growth                                                                                          09/13/93
 Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Balanced Portfolio                                                                                         09/13/93
- ------------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Growth Portfolio                                                                                           09/13/93
- ------------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Short-Term Bond Portfolio                                                                                  09/13/93
- ------------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Worldwide Growth Portfolio                                                                                 09/13/93
- ------------------------------------------------------------------------------------------------------------------------------------
 Scudder International Portfolio
   Class A Shares                                                                                                       05/1/87
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    

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



                                       6
<PAGE>


                                ANNUITY PAYMENTS

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

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

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

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

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

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

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

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

                                       7
<PAGE>

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

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

                         SALES MATERIAL AND ADVERTISING

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

We may distribute sales literature that compares the percentage change in
Accumulation Unit values for any of the Subaccounts to established market
indices such as the Standard & Poor's 500 Stock Index and the Dow Jones
Industrial Average or to the percentage change in values of other management
investment companies that have investment objectives similar to the Subaccount
being compared.
   
We may publish in advertisements and reports, the ratings and other information
assigned to us by one or more independent rating organizations such as A.M. Best
Company, Duff & Phelps, Standard & Poor's Corporation and Moody's Investors
Services, Inc. The purpose of the ratings is to reflect our financial strength
and/or claims-paying ability. We may also quote ranking services such as
Morningstar's Variable Annuity/Life Performance Report and Lipper's Variable
Insurance Products Performance Analysis Service (VIPPAS), which rank variable
annuity or life Subaccounts or their underlying funds by performance and/or
investment objective. We may illustrate in advertisements the performance of the
underlying funds, if accompanied by performance which also shows the performance
of such funds reduced by applicable charges under the Separate Account. We may
also show in advertisements the portfolio holdings of the underlying funds,
updated at various intervals. From time to time, we will quote articles from
newspapers and magazines or other publications or reports, including, but not
limited to The Wall Street Journal, Money magazine, USA Today and The VARDS
Report.
    
The Company may provide in advertising, sales literature, periodic publications
or other materials information on various topics of interest to current and
prospective Contract Holders. These topics may include the relationship between
sectors of the economy and the economy as a whole and its effect on various
securities markets, investment strategies and techniques (such as value
investing, market timing, dollar cost averaging, asset allocation, constant
ratio transfer and account rebalancing), the advantages and disadvantages of
investing in tax-deferred and taxable investments, customer profiles and
hypothetical purchase and investment scenarios, financial management and tax and
retirement planning, and investment alternatives to certificates of deposit and
other financial instruments, including comparison between the Contracts and the
characteristics of and market for such financial instruments.

                              INDEPENDENT AUDITORS

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



                                       8
<PAGE>





                              FINANCIAL STATEMENTS


                           VARIABLE ANNUITY ACCOUNT C


                                      Index


Independent Auditors' Report............................................... S-
Statement of Assets and Liabilities........................................ S-
Statement of Operations.................................................... S-
Statements of Changes in Net Assets........................................ S-
Notes to Financial Statements ............................................. S-
Condensed Financial Information............................................ S-








             FINANCIAL STATEMENTS OF VARIABLE ANNUITY ACCOUNT C AND
       AETNA LIFE INSURANCE AND ANNUITY COMPANY TO BE FILED BY AMENDMENT

















                                       S-1

<PAGE>






                       STATEMENT OF ADDITIONAL INFORMATION




                           VARIABLE ANNUITY ACCOUNT C




                           VARIABLE ANNUITY CONTRACTS

                                    issued by

                    AETNA LIFE INSURANCE AND ANNUITY COMPANY

























Form No. SAI.75992-97                                        ALIAC Ed. May 1997

<PAGE>



                           VARIABLE ANNUITY ACCOUNT C
                           PART C - OTHER INFORMATION

Item 24.  Financial Statements and Exhibits
     (a) Financial Statements: *
         (1)      Included in Part A:
                  Condensed Financial Information
         (2)      Included in Part B:
                  Financial Statements of Variable Annuity Account C: 
                  - Independent Auditors' Report
                  - Statement of Assets and Liabilities as of December 31, 1996
                  - Statement of Operations for the year ended December 31, 1996
                  - Statements of Changes in Net Assets for the years ended
                    December 31, 1996 and 1995
                  - Notes to Financial Statements
                  Financial Statements of the Depositor:
                  - Independent Auditors' Report
                  - Consolidated Statements of Income for the years ended
                    December 31, 1996, 1995 and 1994
                  - Consolidated Balance Sheets as of December 31, 1996 and 1995
                  - Consolidated Statements of Changes in Shareholder's Equity
                    for the years ended December 31, 1996, 1995 and 1994
                  - Consolidated Statements of Cash Flows for the years ended
                    December 31, 1996, 1995 and 1994
                  - Notes to Consolidated Financial Statements
     (b) Exhibits

         (1)      Resolution of the Board of Directors of Aetna Life Insurance
                  and Annuity Company establishing Variable Annuity Account C(1)
         (2)      Not applicable
         (3.1)    Form of Broker-Dealer Agreement(2)
         (3.2)    Alternative Form of Wholesaling Agreement and Related Selling
                  Agreement(2)
         (4.1)    Form of Variable Annuity Contract (I-CDA-HD)(3)
         (4.2)    Form of Variable Annuity Contract (GIH-CDA-HB) and
                  (IMT-CDA-HO)(4)
         (4.3)    Form of Variable Annuity Contract (IST-CDA-HO)
         (4.4)    Form of Variable Annuity Contract (I-CDA-HD(XC))
         (4.5)    Form of Endorsement (EIP-SDOTHD-97) to Contract I-CDA-HD
         (4.6)    Form of Endorsement (EIP-SDOTHD-97(NY)) to Contract
                  I-CDA-HD(XC)
         (4.7)    Form of Endorsement (EIP-SDOTPM-97(NY)) to Contracts
                  IMT-CDA-HO and IST-CDA-HO
         (4.8)    Form of Endorsement (EIP-SDOTPM-97) to Contracts IMT-CDA-HO
                  and IST-CDA-HO


<PAGE>

         (5)      Form of Variable Annuity Contract Application (710.00.16H)(3)
         (6.1)    Certification of Incorporation and By-Laws of Aetna Life
                  Insurance and Annuity Company(5)
         (6.2)    Amendment of Certificate of Incorporation of Aetna Life
                  Insurance and Annuity Company(3)
         (7)      Not applicable
         (8.1)    Fund Participation Agreement (Amended and Restated) between
                  Aetna Life Insurance and Annuity Company, Alger American Fund
                  and Fred Alger Management, Inc. dated March 31, 1995(2)
         (8.2)    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(3)
         (8.3)    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(3)
         (8.4)    Service Agreement between Aetna Life Insurance and Annuity
                  Company and Fidelity Investments Institutional Operations
                  Company dated as of November 1, 1995(6)
         (8.5)    Fund Participation Agreement between Aetna Life Insurance and
                  Annuity Company and Janus Aspen Series dated April 19, 1994
                  and amended March 1, 1996(2)
         (8.6)    Fund Participation Agreement between Aetna Life Insurance and
                  Annuity Company and Scudder Variable Life Investment Fund
                  dated April 27, 1992 and amended February 19, 1993 and August
                  13, 1993(2)
         (8.7)    Amendment dated as of February 20, 1996 to Fund Participation
                  Agreement between Aetna Life Insurance and Annuity Company and
                  Scudder Variable Life Investment Fund dated April 27, 1992 as
                  amended February 19, 1993 and August 13, 1993(6)
         (8.8)    Fund Participation Agreement between Aetna Life Insurance and
                  Annuity Company, Investors Research Corporation and TCI
                  Portfolios, Inc. dated July 29, 1992 and amended December 22,
                  1992 and June 1, 1994(2)
         (9)      Opinion of Counsel*
         (10.1)   Consent of Independent Auditors*
         (10.2)   Consent of Counsel*
         (11)     Not applicable
         (12)     Not applicable
         (13)     Schedule for Computation of Performance Data(7)
         (14)     Not applicable
         (15.1)   Powers of Attorney(3)
         (15.2)   Authorization for Signatures(2)

<PAGE>

         (27)     Financial Data Schedule*

*To be filed by amendment.
1.   Incorporated by reference to Post-Effective Amendment No. 6 to Registration
     Statement on Form N-4 (File No. 33-75986), as filed electronically on April
     22, 1996.
2.   Incorporated by reference to Post-Effective Amendment No. 5 to Registration
     Statement on Form N-4 (File No. 33-75986), as filed electronically on April
     12, 1996.
3.   Incorporated by reference to Post-Effective Amendment No. 3 to Registration
     Statement on Form N-4 (File No. 33-75964), as filed electronically on
     February 11, 1997.
4.   Incorporated by reference to Post-Effective Amendment No. 6 to Registration
     Statement on Form N-4 (File No. 33-75980), as filed electronically on
     February 12, 1997.
5.   Incorporated by reference to Post-Effective Amendment No. 1 to Registration
     Statement on Form S-1 (File No. 33-60477), as filed electronically on April
     15, 1996.
6.   Incorporated by reference to Post-Effective Amendment No. 3 to Registration
     Statement on Form N-4 (File No. 33-88720), as filed electronically on June
     28, 1996.
7.   Incorporated by reference to Post-Effective Amendment No. 4 to Registration
     Statement on Form N-4 (File No. 33-75964) filed on April 28, 1995.

<PAGE>



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

<TABLE>
<CAPTION>
Name and Principal
Business Address*                                     Positions and Offices with Depositor
- -----------------                                     ------------------------------------

<S>                                                   <C>
Daniel P. Kearney                                     Director and President

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

Christopher J. Burns                                  Director and Senior Vice President

Laura R. Estes                                        Director and Senior Vice President

Gail P. Johnson                                       Director and Vice President

John Y. Kim                                           Director and Senior Vice President

Shaun P. Mathews                                      Director and Vice President

Glen Salow                                            Director and Vice President

Creed R. Terry                                        Director and Vice President

Deborah Koltenuk                                      Vice President and Treasurer, Corporate Controller

Frederick D. Kelsven                                  Vice President and Chief Compliance Officer

Kirk P. Wickman                                       Vice President, General Counsel and Secretary
</TABLE>


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

Item 26.      Persons Controlled by or Under Common Control with the
              Depositor or Registrant
- --------------------------------------------------------------------

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

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

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

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

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

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

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

     (a) In addition to serving as the principal underwriter and depositor for
         the Registrant, Aetna Life Insurance and Annuity Company (ALIAC) also
         acts as the principal underwriter and investment adviser for Aetna
         Variable Encore Fund, Aetna Variable Fund, Aetna Series Fund, Inc.,
         Aetna Generation Portfolios, Inc., Aetna Income Shares, Aetna
         Investment Advisers Fund, Inc., Aetna GET Fund, and Aetna Variable
         Portfolios, Inc. (all registered management investment companies under
         the 1940 Act). Additionally, ALIAC acts as the principal underwriter
         and depositor for Variable Life Account B and Variable Annuity Accounts
         B and G (separate accounts of ALIAC registered as unit investment
         trusts under the 1940 Act). ALIAC is also the principal underwriter for
         Variable Annuity Account I (a separate account of Aetna Insurance
         Company of America registered as a unit investment trust under the 1940
         Act).

     (b) See Item 25 regarding the Depositor.

     (c) Compensation as of December 31, 1996:

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

Name of                 Net Underwriting          Compensation on
Principal Underwriter   Discounts and             Redemption or          Brokerage
                        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;
<PAGE>

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

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

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

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



<PAGE>


                                   SIGNATURES

     As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, Variable Annuity Account C of Aetna Life Insurance and
Annuity Company, has caused this Post-Effective Amendment No. 7 to its
Registration Statement on Form N-4 (File No. 33-75992) to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Hartford,
State of Connecticut, on the 13th day of February, 1997.

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

                            By:    AETNA LIFE INSURANCE AND ANNUITY COMPANY
                                       (Depositor)

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


     As required by the Securities Act of 1933, this Post-Effective Amendment
No. 7 to the Registration Statement on Form N-4 (File No. 33-75992) 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                           )     February
- -----------------------------------    Chief Financial Officer                                       )     13, 1997
Timothy A. Holt                        
                                                                                                     )
Christopher J. Burns*                  Director                                                      )
- ------------------------------------
Christopher J. Burns                                                                                 )
                                                                                                     )
Laura R. Estes*                        Director                                                      )
- ------------------------------------
Laura R. Estes                                                                                       )
                                                                                                     )
Gail P. Johnson*                       Director                                                      )
- ------------------------------------
Gail P. Johnson                                                                                      )
                                                                                                     )


<PAGE>



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



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



<PAGE>


                           VARIABLE ANNUITY ACCOUNT C
                                  EXHIBIT INDEX

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

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

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

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

99-B.4.1               Form of Variable Annuity Contract (I-CDA-HD)                                    *

99-B.4.2               Form of Variable Annuity Contract (GIH-CDA-HB) and (IMT-CDA-HO)                 *

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

99-B.4.4               Form of Variable Annuity Contract (I-CDA-HD(XC))
                                                                                                      ----

99-B.4.5               Form of Endorsement (EIP-SDOTHD-97) to Contract
                       IA-CDA-HD
                                                                                                      ----

99-B.4.6               Form of Endorsement (EIP-SDOTHD-97(NY)) to Contract
                       I-CDA-HD(XC)
                                                                                                      ----

99-B.4.7               Form of Endorsement (EIP-SDOTPM-97(NY)) to Contracts
                       IMT-CDA-HO and IST-CDA-HO
                                                                                                      ----

99-B.4.8               Form of Endorsement (EIP-SDOTPM-97) to Contracts
                       IMT-CDA-HO and IST-CDA-HO
                                                                                                      ----

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 of Depositor                          *

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

*Incorporated by reference
**To be filed by amendment


<PAGE>



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

99-B.8.2               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.8.3               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.8.4               Service Agreement between Aetna Life Insurance and Annuity Company and          *
                       Fidelity Investments Institutional Operations Company dated as of November
                       1, 1995

99-B.8.5               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.8.6               Fund Participation Agreement between Aetna Life Insurance and Annuity           *
                       Company and Scudder Variable Life Investment Fund dated April 27, 1992 and
                       amended February 19, 1993 and August 13, 1993

99-B.8.7               Amendment dated as of February 20, 1996 to Fund
                       Participation Agreement * between Aetna Life Insurance
                       and Annuity Company and Scudder Variable Life Investment
                       Fund dated April 27, 1992 as amended February 19, 1993
                       and August 13, 1993

99-B.8.8               Fund Participation Agreement between Aetna Life Insurance and Annuity           *
                       Company, Investors Research Corporation and TCI Portfolios, Inc. dated July
                       29, 1992 and amended December 22, 1992 and June 1, 1994

99-B.9                 Opinion of Counsel                                                              **

*Incorporated by reference
**To be filed by amendment


<PAGE>



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

99-B.10.1              Consent of Independent Auditors                                                 **

99-B.10.2              Consent of Counsel                                                              **

99-B.13                Schedule for Computation of Performance Data                                    *

99-B.15.1              Powers of Attorney                                                              *

99-B.15.2              Authorization for Signatures                                                    *

27                     Financial Data Schedule                                                         **
</TABLE>

*Incorporated by reference
**To be filed by amendment





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

                               Herein called Aetna


Agrees to pay the benefits stated in this Contract.






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


                                 RIGHT TO CANCEL

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


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

Signed at the Hartford, Connecticut on the Date of Issue.

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

                       INDIVIDUAL SINGLE DEPOSIT CONTRACT
                    VARIABLE OR FIXED ANNUITY OR COMBINATION
                                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.

IST-CDA-HO                                                                39176

<PAGE>



                                 SPECIFICATIONS



Annuitant                                            Contract No.

Date of Issue



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

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












IST-CDA-HO                             2
<PAGE>



                                   COVER SHEET

This Contract is a legal contract between Owner and Aetna.

READ THIS CONTRACT CAREFULLY. This cover sheet is only a brief outline of some
of the important features of this Contract. This cover sheet is not the
insurance contract. Only the actual terms of this Contract will control. This
Contract sets forth, in detail, all of the rights and obligations of both you
and Aetna. IT IS THEREFORE IMPORTANT THAT YOU READ THIS CONTRACT CAREFULLY.

                                TABLE OF CONTENTS
                                                                            Page

                               GENERAL DEFINITIONS

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

                               GENERAL PROVISIONS

1.    Contract.................................................................6
2.    Incontestability.........................................................6
3.    Ownership; Claims of Creditors...........................................6
4.    Beneficiary..............................................................6
5.    Misstatements and Adjustments............................................6
6.    State Laws...............................................................6
7.    Non-Participating Contract...............................................7

                   DEPOSIT, RESERVE, AND SURRENDER PROVISIONS

1.    Net Deposit(s)...........................................................7
2.    Credit of Net Deposit(s).................................................7
3.    Guaranteed Interest Rate - General Account...............................7
4.    Record Units - Separate Account..........................................7
5.    Investment Increment Factors - Separate Account..........................8
6.    Record Unit Value - Separate Account.....................................8
7.    Reserve..................................................................9
8.    Transfer of Reserve......................................................9
9.    Notice to the Owner......................................................9
10.   Sum Payable at Death (Before Annuity Payments Start).....................9
11.   Surrender Value.........................................................10
12.   Table of Minimum Values - General Account...............................10


IST-CDA-HO                             3

<PAGE>




                               ANNUITY PROVISIONS

1.    Choices to be Made......................................................12
2.    Fund(s) Annuity Units - Separate Account................................12
3.    Fund(s) Annuity Unit Value - Separate Account...........................13
4.    Annuity Options.........................................................13
5.    Special Terms Under Annuity Options.....................................24
6.    Other Terms of Annuity Options..........................................24
7.    Death of Annuitant/Beneficiary..........................................24


IST-CDA-HO                             4
<PAGE>



                               GENERAL DEFINITIONS

1.   ANNUITY - Payment of an income:

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

     (b)  for a stated period;

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

     (d)  until there are no funds left.

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

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

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

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

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

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

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

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

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

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


IST-CDA-HO                             5

<PAGE>



                               GENERAL PROVISIONS

1.   Contract

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

     Aetna will make Annuity payments as and when due. Any other payments will
     be made by Aetna within 7 days of receipt of the written claim for payment.

2.   Incontestability

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

3.   Ownership; Claims of Creditors

     The Owner shall be as stated on the application, or as later changed by the
     Owner. During the lifetime of the Annuitant, all of the benefits and rights
     granted by this Contract, or allowed by Aetna, belong to the Owner.

     The Owner may be changed only to the Annuitant on a non-transferrable
     basis. This Contract may not be:

     (a) subject to the claims of any creditors; and

     (b) sold, assigned, or pledged to other than Aetna.

4.   Beneficiary

     The beneficiary shall be as stated on the application, or as later changed
     by the Owner. If no beneficiary is living at the death of the Annuitant,
     payment of any amount due will be made to the Owner or to the estate of the
     Owner.

5.   Misstatements and Adjustments

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

6.   State Laws

     This Contract follows the laws of the state in which it is delivered. Any
     cash, death or Annuity payments are equal to or greater than the minimum
     required by such laws.

IST-CDA-HO                             6
<PAGE>


7.   Non-Participating Contract

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

                   DEPOSIT, RESERVE, AND SURRENDER PROVISIONS

1.   Net Deposit

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

2.   Credit of Net Deposit(s)

     On the basis of information supplied by the Owner, Aetna will credit the
     Net Deposit in either:

     (a) the General Account;

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

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

3.   Guaranteed Interest Rate - General Account

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

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

     (b) 3.5% under the Annuity Provisions.

     Aetna may add interest daily at any higher rate.

4.   Record Units - Separate Account

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


IST-CDA-HO                             7

<PAGE>



5.   Investment Increment Factors - Separate Account

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

     The gross return is equal to:

     (a) investment income; plus

     (b) realized and unrealized capital gains; minus

     (c) realized and unrealized capital losses; minus

     (d) certain investment expenses; and minus

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

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

     (a) the gross return rate; plus or minus

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

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

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

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

6.   Record Unit Value - Separate Account

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


IST-CDA-HO                             8

<PAGE>



7.   Reserve

     The Reserve is equal to:

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

     (b) General Account interest added by Aetna; plus

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

     (d) any amounts previously surrendered.

8.   Transfer of Reserve

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

9.   Notice to the Owner

     Aetna will notify the Owner each year of:

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

     (b) the number of record units; or

     (c) the number of annuity units; and

     (d) the value of a unit.

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

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

     Aetna will pay to the beneficiary the Reserve if:

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

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

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

IST-CDA-HO                             9

<PAGE>




11.  Surrender Value

     The owner, before Annuity payments start, may choose to surrender all or a
     portion of the Reserve. The amount paid by Aetna on any surrender will be
     the Reserve surrendered less a percentage charge. The charge will vary
     according to the period of time between the Date of Issue and the date of
     surrender, as follows:

           If period of time is                                        Charge

           Less than 5 years                                             5%
           From 5 to 6 years                                             4%
           From 6 to 7 years                                             3%
           From 7 to 8 years                                             2%
           From 8 to 9 years                                             1%
           9 or more years                                              None

     In no event, however, will the charge on a total surrender exceed 9% of the
     actual deposit made to that Account.

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

12.  Table of Minimum Values - General Account

     The Table below shows minimum (Fixed) General Account values at the end of
     contract years. These values assume:

     (a) the deposit to the General Account was made on the Date of Issue;

     (b) there have been no partial surrenders; and

     (c) interest has been added at the guaranteed interest rate (see Guaranteed
         Interest Rate).

     If interest is added at a higher rate at any time, actual values will be
     more than those shown below.

IST-CDA-HO                             10

<PAGE>


                 TABLE OF MINIMUM (FIXED) GENERAL ACCOUNT VALUES

                PER $1,000 OF NET DEPOSIT TO THE GENERAL ACCOUNT

<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                      $  1,040            $   988            16             $  1,872           $  1,872
2                         1,082              1,028            17                1,947              1,947
3                         1,125              1,069            18                2,025              2,025
4                         1,170              1,111            19                2,106              2,106
5                         1,217              1,156            20                2,191              2,191
6                         1,265              1,215            25                2,665              2,665
7                         1,316              1,276
8                         1,369              1,341            30                3,243              3,243
9                         1,423              1,409
10                        1,480              1,480            35                3,946              3,946
11                        1,539              1,539            40                4,801              4,801
12                        1,601              1,601
13                        1,665              1,665            45                5,841              5,841
14                        1,731              1,731
15                        1,800              1,800            50                7,106              7,106
</TABLE>

IST-CDA-HO                             11

<PAGE>



                               ANNUITY PROVISIONS

1.   Choices to be Made

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

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

     (a) a Fixed Annuity;

     (b) a Variable Annuity using any Variable Fund;

     (c) a Variable Annuity using Income Fund; or

     (d) any mix of these.

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

2.   Fund(s) Annuity Units - Separate Account

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

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

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

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

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


IST-CDA-HO                             12

<PAGE>



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

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

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

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

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

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

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

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

4.   Annuity Options

     Option 1 - Payment of Interest on Sum Left With Aetna - This Option may be
     used only by the beneficiary when the death of the Annuitant is before
     Aetna has started paying an Annuity. A portion or all of the sum due may be
     held in the General Account of Aetna at interest (see Guaranteed Interest
     Rate - General Account provision). The beneficiary may later tell Aetna to:

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

     (b) apply a portion, or all, of the sum held by Aetna under any of the
         Annuity Options below.

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

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

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


IST-CDA-HO                             13
<PAGE>




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

IST-CDA-HO                             14

<PAGE>



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

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

                          PAYMENTS FOR A STATED PERIOD

<TABLE>
<CAPTION>
Years 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%

                          PAYMENTS FOR A STATED PERIOD

<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>

IST-CDA-HO                             15

<PAGE>



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


IST-CDA-HO                             16
<PAGE>



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

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

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

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

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

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

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

              Rates for ages not shown will be provided on request
                 and will be computed on a basis consistent with
                         the rates in the above tables.



IST-CDA-HO                             17

<PAGE>



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

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

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

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

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

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

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

              Rates for ages not shown will be provided on request
                 and will be computed on a basis consistent with
                         the rates in the above tables.


IST-CDA-HO                             18

<PAGE>



Option 5 - Life Income for Two Payees - An Annuity will be paid during the lives
of the Annuitant and a second annuitant. At the death of either, payments will
continue to the survivor. When this option is chosen, a choice must be made of:

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

     (b) 662/3% 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.


IST-CDA-HO                             19

<PAGE>



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

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

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

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


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

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

<TABLE>
<CAPTION>
      Age of
 Second Annuitant                                         Age of Annuitant
                       Male 45      Male 50       Male 55      Male 60       Male 65      Male 70     Male 75
  Male      Female    Female 50    Female 55     Female 60    Female 65     Female 70    Female 75
  ----      ------    ---------     ---------     ---------    ---------    ---------    ---------    --------
<S>           <C>         <C>         <C>            <C>          <C>          <C>          <C>          <C>  
   50         55         $5.00        $5.16          $5.31        $5.44        $5.57        $5.67        $5.75
   55         60          5.11         5.31           5.51         5.71         5.90         6.06         6.19
   60         65          5.20         5.44           5.71         5.99         6.26         6.52         6.73
   65         70          5.28         5.57           5.90         6.26         6.65         7.04         7.38
   70         75          5.34         5.67           6.06         6.52         7.04         7.59         8.14
   75         80          5.38         5.75           6.19         6.73         6.38         8.14         8.96
   80         85           --          5.81           6.29         6.90         7.66         8.62         9.76
</TABLE>

              Rates for ages not shown will be provided on request
                 and will be computed on a basis consistent with
                         the rates in the above tables.

IST-CDA-HO                             20

<PAGE>



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

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

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

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

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

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

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

              Rates for ages not shown will be provided on request
                 and will be computed on a basis consistent with
                         the rates in the above tables.

IST-CDA-HO                             21

<PAGE>



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

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

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

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

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

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

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

              Rates for ages not shown will be provided on request
                 and will be computed on a basis consistent with
                         the rates in the above tables.


IST-CDA-HO                             22

<PAGE>




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

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

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

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

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

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

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

              Rates for ages not shown will be provided on request
                 and will be computed on a basis consistent with
                         the rates in the above tables.

IST-CDA-HO                             23

<PAGE>



5.   Special Terms Under Annuity Options5. Special Terms Under Annuity Options

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

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

6.   Other Terms of Annuity Options

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

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

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

     (b) a 6 year age reduction for females.

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

7.   Death of Annuitant/Beneficiary

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

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

IST-CDA-HO                             24

<PAGE>




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


                      GROUP DEPOSIT ADMINISTRATION CONTRACT
                      ACTIVE LIFE FUND IN SEPARATE ACCOUNT
                               AND GENERAL ACCOUNT

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


IST-CDA-HO                             25

<PAGE>






                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT


This Contract or Certificate is hereby endorsed as follows:

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

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

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



                                                     /s/ William O. Bailey
                                                     President

EUSR-HC

<PAGE>






                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT


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

(1)    a minimum of 10% of the Reserves held in the General Account;

(2)    without deduction of any charge;

(3)    to any of the Fund(s);

(4)    allowed once during each calendar year;

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

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

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

The value of the Reserves held in the General Account, as used above, is the
value when the request is received at the Home Office of Aetna.

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



                                                          /s/ William O. Bailey
                                                          President

EGAWI-HC

<PAGE>






                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT


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

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

13.  Loan Value: The Owner, before an annuity option is elected, may borrow from
     the Reserve according to the terms specified below:

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

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

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

     (c) Loan Interest: Loan interest will accrue on a daily basis at an annual
         rate to 3%. Loan interest must be paid in full at least annually. The
         interest must be paid directly to Aetna by the Owner. If interest is
         not paid when due, the entire loan amount plus interest will be treated
         as a surrender under the terms of Contract.


E-LNIE-HG                              1
<PAGE>



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

B.   Add to the end of Section 7 - Reserve, the following:

     and less any amount withdrawn for a loan, if applicable.

C.   Add to Section 10 - Sum payable at Death (Before Annuity Payments Start),
     the following:

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

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




                                                          /s/ William O. Bailey
                                                          President

E-LNIE-HG                              2

<PAGE>






                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

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

1.     Aetna Guaranteed Equity Trust (GET Fund) - An open-end registered
       management investment company organized as a series fund. Each series of
       GET Fund constitutes a separate Fund under this Contract.

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

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

4.     Maturity Date - The date at which the Guaranteed Period for that series
       will end and the GET Fund Record Units for that series will be
       liquidated. Another accumulation option must then be elected. If no such
       election is made by the Maturity Date, Contract Values based on that GET
       Fund series will be transferred to Aetna Variable Encore Fund. Transfers
       made for this reason will not be counted as one of the four free
       transfers. The Maturity Date will be specified before the Allocation
       Period for that series begins.

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

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

EGET-HG                                1
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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


EGET-HG                                2

<PAGE>



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



                                                     /s/ Dean E. Wolcott
                                                     President

EGET-HG                                3

<PAGE>






                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT



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

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

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

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




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

EIECVT-HI

<PAGE>






                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT



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

         No surrender fee is deducted:

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

         o        From any portion of this Contract which is paid when the
                  Reserve is $2,500 or less and no surrenders have been taken
                  within the prior 12 months. If there is more than one Contract
                  for the Annuitant, then this provision will only apply when
                  the total in all of the Annuitant's Contracts is $2,500 or
                  less.

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





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

EEISV-HI

<PAGE>






                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed as follows:

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

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

Endorsed and made a part of the Contract.



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



EGISA-IA

<PAGE>






                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT


This Contract is endorsed to provide an additional accumulation option. This
option does not replace or limit the use of any other option(s) available under
this Contract. This option is know as TCI Growth. The use of this option is
described and limited as follows:

1.       TCI Growth is one of three portfolios of TCI Portfolios, Inc., a
         registered open-end management investment company.

2.       All references to Fund(s) in this Contract shall include TCI Growth
         unless specifically indicated otherwise.

3.       Net Return Factor - Separate Account: The Net Return Factor for TCI
         Growth is equal to 1.0000000 plus the Net Return Rate.

         The Net Return Rate for TCI Growth notwithstanding any other provisions
         of this Contract, is equal to:

         a. The value of shares of TCI Growth held by the Separate Account at
            the end of a Valuation Period; minus
         b. The value of shares of TCI Growth 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 TCI Growth Record Units 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 profits; and
         f. A daily administrative charge which will not exceed 0.25% on an
            annual basis.

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

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

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


ETCI-IB                                1
<PAGE>



Endorsed and made a part of this Contract on February 1, 1993 or the effective
date of the Contract, whichever is later.


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



<PAGE>





                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

The Contract is hereby endorsed.

The term Valuation Period under Definitions is amended to read as follows:

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

Endorsed and made a part of the Contract.





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

EVPE-IC

<PAGE>


                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

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

       The following distribution options may be elected by the Owner.

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

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

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

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

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

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

                    As elected by the Owner, the factor is either the single
                    life or joint life expectancy based on tables in Section
                    401(a)(9) of the Code or related 

EITECSWE-IO                            1
<PAGE>

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

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

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

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

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

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

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

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

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

                    o      Specified Amount: Payments of a designated dollar
                           amount which must be no greater than 10% of the
                           initial Reserve Value and shall 


EITECSWE-IO                            2

<PAGE>

                           remain constant unless a higher amount is required
                           under Code minimum distribution rules. Each year that
                           the Specified Amount is in effect, Aetna will
                           calculate the minimum required distribution under the
                           Code and distribute this amount if it is larger than
                           the amount elected by the Owner. The life expectancy
                           factor for this purpose will be the Owner's life
                           expectancy at the time of the election of this
                           option, and with each subsequent calendar year the
                           factor will be reduced by one. The minimum required
                           distribution will be determined by dividing the
                           Individual Account Reserve Value, including any
                           current loan(s) outstanding, as of December 31 of the
                           year prior to the year for which the payment is to be
                           made, by a life expectancy factor. At its discretion,
                           Aetna may require a minimum initial payment amount;
                           or

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

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

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

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

EITECSWE-IO                            3

<PAGE>

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

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

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

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

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

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




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

EITECSWE-IO                            4




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

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

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


I-CDA-HD (XC)                                                             39324

<PAGE>






                                                       SPECIFICATIONS



TYPE OF PLAN

ANNUITANT

CONTRACT HOLDER

CONTRACT NO.

EFFECTIVE DATE

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

THIS CONTRACT MAY NOT BE SUITABLE IF ONLY ONE(1) LARGE PURCHASE PAYMENT IS MADE.

Guaranteed Interest Rate - There is a guaranteed interest rate for Purchase
Payment(s) held in the General Account. (See 3.02.)

Surrender Fee - There will be a charge deducted for early surrender. (See Part
V.)

Deductions from the Separate Account - There will be deductions for mortality
and expense risks and administrative fees. (See 3.05).

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

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



I-CDA-HD (XC)                          2

<PAGE>




                                TABLE OF CONTENTS
                             I. GENERAL DEFINITIONS

                                                                            Page
1.01.     Annuitant............................................................5
1.02.     Annuity..............................................................5
1.03.     Fixed Account........................................................5
1.04.     Fixed Annuity........................................................5
1.05.     Fund(s)..............................................................5
1.06.     General Account......................................................5
1.07.     Purchase Payments....................................................5
1.08.     Separate Accounts....................................................5
1.09.     Valuation Period.....................................................5
1.10.     Variable Annuity.....................................................5

                             II. GENERAL PROVISIONS

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

          III. PURCHASE PAYMENT, CURRENT VALUE AND SURRENDER PROVISIONS

3.01.     Net Purchase Payment(s):.............................................8
3.02.     Guaranteed Interest Rate - Fixed Account.............................8
3.03.     Maintenance Fee......................................................8
3.04.     Fund(s) Record Units - Separate Account..............................8
3.05.     Net Return Factor(s) - Separate Account..............................8
3.06.     Fund(s) Record Unit Value - Separate Account.........................9
3.07      Current Value........................................................9
3.08.     Transfer of Current Value from the Funds.............................9
3.09.     Transfer of Current Value from the Fixed Account.....................9
3.10.     Notice to the Contract Holder........................................9
3.11      Sum Payable at Death (Before Annuity Payments Start):................9
3.12.     Surrender Value.....................................................10
3.13.     Payment of Surrender Value..........................................10
3.14.     Reinstatement.......................................................10
3.15.     Payment of Current Value............................................10


I-CDA-HD (XC)                          3

<PAGE>




                             IV. ANNUITY PROVISIONS

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

                              V. SPECIAL PROVISIONS

5.01      Deferred Compensation Plan..........................................21
5.02.     Pension or Profit Sharing Plan......................................21
5.03.     Individual Retirement Annuity Plan (IRA)............................22
5.04.     Tax Deferred Annuity Plan...........................................24
5.05.     Individual Annuity Plan.............................................25

                                VI. FEE SCHEDULE

6.01.     Maintenance Fee.....................................................26
6.02.     Surrender Fee.......................................................26
6.03.     Table of Values - Fixed Account.....................................26

I-CDA-HD (XC)                          4

<PAGE>






         I.      GENERAL DEFINITIONS

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

1.02.    Annuity - Payment of an income:

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

         (b)     for a stated period, or amount; or,

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

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

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

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

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

1.07.    Purchase Payments - Payments made to Aetna.

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

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

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

I-CDA-HD (XC)                          5

<PAGE>



         II.      GENERAL PROVISIONS

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

         The following provisions of this Contract will not be changed:

         (a)     Net Purchase Payment(s);

         (b)     Guaranteed Interest Rate - Fixed Account;

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

         (d)     Current Value;

         (e)     Surrender Value;

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

         (g)     Annuity Options;

         (h)     Fixed Annuity minimum interest rate;

         (i)     Maximum transfer, maintenance or surrender fees.

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

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

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

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

         Changes must be:

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

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

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

         Aetna will notify the Contract Holder of any change.

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

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

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.

I-CDA-HD (XC)                          6

<PAGE>

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

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

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

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

I-CDA-HD (XC)                          7

<PAGE>

         III.     PURCHASE PAYMENT, CURRENT VALUE AND SURRENDER PROVISIONS

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

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

         (a)     the Fixed Account;

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

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

         During any calendar year, Aetna may be told to change the investment
         mix four times if more than one Purchase Payment is made. If additional
         changes are allowed, each may be subject to a fee of up to $10.

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

3.03.    Maintenance Fee: See Part V.

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

3.05.    Net Return Factor(s) - Separate Account:

         The Net Return Factors are used to compute all Separate Account values
         and payments for any Fund.

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

         The Net Return Rate is equal to:

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

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

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

         (d)     the total value of the Fund Record Units and Fund Annuity Units
                 of the Separate Account (see 3.06 and 4.05) at the start of the
                 Valuation Period; minus

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

I-CDA-HD (XC)                          8

<PAGE>

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

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

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

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

3 07.    Current Value:  The Current Value (of this Contract) is equal to:

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

         (b)     The sum of any Separate Account Record Unit value(s); less

         (c)     Any Maintenance Fee(s) due.

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

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

         Four transfers of Current Value can be made during a calendar year
         period. If additional transfers are allowed, each may be subject to a
         fee of up to $10.

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

         (a)     without charge;

         (b)     allowed once per calendar year;

         (c)     not allowed under an annuity option.

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

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

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

         (a)     The value of any amounts held in:

                 (1)     the Fixed Account; and

                 (2)     the Fund(s) for the Separate Account; and

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

         (c)     the Fund(s) Record Unit Value(s); and

         (d)     the Surrender Value of the amounts.

         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.


I-CDA-HD (XC)                          9

<PAGE>

3.12.    Surrender Value: See Part V.

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

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

         (b)     as provided by federal law.

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

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

         Reinstatement is permitted only once.

3.15.    Payment of Current Value: Aetna may pay in a lump sum any Current Value
         if Purchase Payment(s) have not been received for three full years and
         the Current Value is less than $2,000. Such Current Value paid may not
         be reinstated.

I-CDA-HD (XC)                          10

<PAGE>




         IV.     ANNUITY PROVISIONS

4.01.    Choices to be Made: Aetna will pay the Current Value (minus any premium
         tax) as a premium for an annuity under Option 4 with no guaranteed
         period. Any other Annuity Option may be elected by telling Aetna to pay
         all or any portion of the Current Value (minus any premium tax) as a
         premium for an Annuity under Option 2, 3, 4 or 5 (see 4.06). The first
         Annuity payment must generally be made no later than the first day of
         the month following the Annuitant's 75th birthday. If this Contract is
         issued under an IRA (see Specifications page), the first Annuity
         payment must be made not later than December 31 of the year the
         Annuitant attains age 70 1/2. Aetna may be told to make the first
         Annuity payment during any prior month.

         When an Option is chosen, Aetna must also be told whether payments are
         to be made other than monthly and (except for Option 2) to pay:

         (a)     a Fixed Annuity using the General Account; or

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

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

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

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

4.02.    Terms of Annuity Options:

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

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

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

         (d)     If a Fixed Annuity under Option 3, 4 or 5 is chosen and a
                 larger payment would result from applying the surrender value
                 to a single premium immediate annuity currently offered by
                 Aetna to the same class of annuitants, Aetna will make the
                 larger payment.

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

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


I-CDA-HD (XC)                          11

<PAGE>

4.03.    Death of Annuitant/Beneficiary: When an Annuitant dies any remaining
         payments will be continued to the beneficiary. If the beneficiary is
         not a person or persons, the present value of any remaining payments
         will be paid in one sum. If no beneficiary exists, the present value of
         any remaining payments will be paid in one sum to the estate of the
         Annuitant.

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

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

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

         (b)     1,000; times

         (c)     the payment rate for the Option chosen.

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

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

         (a)     the Value for the previous Period; times

         (b)     the Net Return Factor(s) (see 3.05) for the Period; times

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

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

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

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

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

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

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

4.06.    Annuity Options:

         Option 1 - Payment of Interest on Sum Left with Aetna. This Option may
         be used only by the beneficiary when the Annuitant dies before Aetna
         has started paying an Annuity. A portion or all of the sum paid upon
         death may be held under this Option and will be held in the General


I-CDA-HD (XC)                          12

<PAGE>

         Account of Aetna at interest (see 4.01). The beneficiary may later tell
         Aetna to:

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

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

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

         Option 2 - Payments of a Stated Dollar Amount - This Option may only be
         elected as a Fixed Annuity. An Annuity of a chosen amount will be paid
         until no funds are left. The payments to be made in a year must be
         greater than $65 for each $1,000 applied to this Option, but cannot
         exceed an amount which would deplete the funds in less than 3 years.
         During any year, Aetna reserves the right to make as a minimum payment
         an amount equal to 105% of the interest for that year.

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

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

         Option 4 - Life Income - An Annuity will be paid for the life of the
         Annuitant. If also chosen, Aetna will guarantee payments for 60, 120,
         180, or 240 months.

         Option 5 - Life Income for Two Payees - An Annuity will be paid during
         the lives of the Annuitant and a second Annuitant. At the death of
         either, payments will continue to the survivor. When this Option is
         chosen, a choice must be made of:

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

         (b)     662/3% 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.

I-CDA-HD (XC)                          13

<PAGE>



                                    OPTION 3
                      PAYMENTS FOR A STATED PERIOD OF TIME


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

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


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


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

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

I-CDA-HD (XC)                          13

<PAGE>



                                    OPTION 4
                                   LIFE INCOME

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

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

<TABLE>
<CAPTION>
                                                            Payments Guaranteed for a Stated Period of Months
    Age of                None                    60                    120                   180                   240
   Annuitant     Male        Female      Male       Female      Male      Female      Male      Female      Male      Female
   ---------     ----        ------      ----       ------      ----      ------      ----      ------      ----      ------
<S>                 <C>       <C>          <C>         <C>        <C>       <C>        <C>        <C>         <C>       <C>  
      50            $4.56     $4.20        $4.55       $4.19      $4.51     $4.18      $4.45      $4.15       $4.36     $4.11
      51             4.64      4.26         4.62        4.25       4.58      4.24       4.51       4.21        4.42      4.16
      52             4.72      4.32         4.70        4.32       4.66      4.30       4.58       4.26        4.48      4.21
      53             4.80      4.39         4.79        4.38       4.74      4.36       4.65       4.32        4.53      4.27
      54             4.89      4.46         4.87        4.46       4.82      4.43       4.73       4.39        4.59      4.32

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

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

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

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

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

Rates are based on mortality from 1983 Table a.

Rate for ages not shown will be provided on request and will be computed on a
basis consistent with the rates in the above tables.

I-CDA-HD (XC)                          15


<PAGE>



                                    OPTION 4
                                   LIFE INCOME

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

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


<TABLE>
<CAPTION>
                                                          Payments Guaranteed for a Stated Period of Months
    Age of               None                    60                   120                  180                   240
   Annuitant     Male       Female      Male      Female      Male     Female      Male      Female      Male      Female
   ---------     ----       ------      ----      ------      ----     ------      ----      ------      ----      ------
<S>                <C>       <C>         <C>       <C>          <C>      <C>         <C>       <C>         <C>       <C>  
      50           $5.48     $5.12       $5.46     $5.11        $5.41    $5.09       $5.34     $5.06       $5.24     $5.01
      51            5.55      5.17        5.53      5.17         5.48     5.14        5.40      5.11        5.29      5.05
      52            5.63      5.23        5.61      5.23         5.55     5.20        5.46      5.16        5.34      5.10
      53            5.71      5.30        5.69      5.29         5.62     5.26        5.53      5.22        5.40      5.15
      54            5.80      5.37        5.77      5.36         5.70     5.33        5.60      5.27        5.45      5.20

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

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

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

      70            8.41      7.39        8.21      7.30         7.67     7.04        6.97      6.64        6.28      6.15
      71            6.69      7.62        8.45      7.51         7.83     7.21        7.06      6.74        6.32      6.20
      72            8.99      7.86        8.70      7.73         8.00     7.38        7.14      6.85        6.35      6.25
      73            9.31      8.12        8.97      7.97         8.16     7.55        7.21      6.95        6.37      6.29
      74            9.65      8.41        9.26      8.23         8.33     7.73        7.29      7.04        6.39      6.33

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

Rates are based on mortality from 1983 Table a.

Rate for ages not shown will be provided on request and will be computed on a
basis consistent with the rates in the above tables.

I-CDA-HD (XC)                          16


<PAGE>



                                    OPTION 5
                           LIFE INCOME FOR TWO PAYEES

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

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

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


<TABLE>
<CAPTION>
 Age of Male                                       Age of Female Annuitant
   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 Male                                       Age of Female Annuitant
   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.

I-CDA-HD (XC)                          17

<PAGE>



                                    OPTION 5
                           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 Male                                       Age of Female Annuitant
   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 Male                                       Age of Female Annuitant
   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.

I-CDA-HD (XC)                          18

<PAGE>



                                    OPTION 5
                           LIFE INCOME FOR TWO PAYEES

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

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

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


<TABLE>
<CAPTION>
 Age of Male                                       Age of Female Annuitant
   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 Male                                       Age of Female Annuitant
   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.

I-CDA-HD (XC)                          19

<PAGE>



                                    OPTION 5
                           LIFE INCOME FOR TWO PAYEES

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

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

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


<TABLE>
<CAPTION>
 Age of Male                                       Age of Female Annuitant
   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 Male                                       Age of Female Annuitant
   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.

I-CDA-HD (XC)                          20

<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 Annuitant
                 except to the extent permitted by law.

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

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

                 Any portion of any Maintenance Fee deducted from the Fixed
                 Account will not exceed the interest in excess of 4% and any
                 Net Purchase Payment credited to the Fixed Account during the
                 12 months prior to the deduction.

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

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

                 The sum paid will be the Current Value on the date the notice
                 is received at Aetna's Home Office. The amount paid from the
                 Fixed Account will not be less than the Net Purchase Payment(s)
                 allocated to the Fixed Account for the Annuitant (less any
                 prior transfers (see 3.09) or surrenders). The beneficiary may
                 choose to apply all or any part of the proceeds to an Annuity
                 Option (see Part IV).

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

                 The total deductions made on surrender of the entire Contract
                 will not exceed 7% of the Current Value as of the date of
                 surrender and the Surrender Fee will not exceed 8.5% of the
                 Purchase Payment(s) made to the Contract.

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

5.02.    Pension or Profit Sharing Plan

I-CDA-HD (XC)                          21

<PAGE>

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

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

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

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

                 Any portion of any Maintenance Fee deducted from the Fixed
                 Account will not exceed the interest in excess of 4% and any
                 Net Purchase Pyament credited to the Fixed Account during the
                 12 months prior to the deduction.

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

                 (1)     the Annuitant dies before Annuity payments start; and

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

                 The sum paid will be the Current Value on the date when the
                 notice is received at Aetna's Home Office. The amount paid from
                 the Fixed Account will not be less than the Net Purchase
                 Payment(s) allocated to the Fixed Account (less any prior
                 transfers (see 3.09) or surrenders). The Contract Holder will
                 determine if any additional amounts are payable to the
                 beneficiary. The beneficiary may choose to apply all or part of
                 the payment to an Annuity Option (see Part IV). If no
                 beneficiary exists, the payment will be made to the estate of
                 the Annuitant.

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

                 The total deductions made on surrender of an entire Contract
                 will not exceed 7% of the Current Value as of the date of
                 surrender.

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

5.03.    Individual Retirement Annuity Plan (IRA)

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

         (b)     Control of Contract: All rights in this Contract rest with the
                 Contract Holder. The Contract Holder owns all amounts held
                 under this Contract. The Contract Holder 

I-CDA-HD (XC)                          22

<PAGE>

                 may make any choices allowed by this Contract. Any choices
                 under this Contract must be in writing. Until receipt of such
                 choices in its Home Office, Aetna may rely on any prior choices
                 made. The Contract may not be transferred. The Contract may not
                 be assigned except to the Company.

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

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

                 Any portion of any Maintenance Fee deducted from the Fixed
                 Account will not exceed the interest in excess of 4% and any
                 Net Purchase Payment credited to the Fixed Account during the
                 12 months prior to the deduction.

         (e)     Purchase Payments: The total deductible annual Purchase
                 Payments made on behalf of any individual under this Contract
                 cannot exceed $2,000.

         (f)     Sum Payable at Death (Before Annuity Payments Start): Aetna
                 will pay the current value to the beneficiary if:

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

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

                 The sum paid will be the Current Value on the date the notice
                 is received at Aetna's Home Office. The amount paid from the
                 Fixed Account will not be less than the Net Purchase Payment(s)
                 allocated to the Fixed Account (less any prior transfers (see
                 3.09) or surrenders). The beneficiary, if a spouse, may choose
                 to apply all or any portion of the payment to any Annuity
                 Option. If the beneficiary is not a spouse, all or a portion of
                 the payment may be applied only to Annuity Options 1, 2 or 3,
                 providing the full sum is paid to the beneficiary within 5
                 years of the death of the Annuitant. (See Part IV) If no
                 beneficiary exists, the payment will be made to the estate of
                 the Annuitant.

         (g)     Annuity Payments: In no event may any payments to the Annuitant
                 or beneficiary under any Annuity Option extend beyond:

                 (1)     The life of the Annuitant; or

                 (2)     The lives of the Annuitant and spouse; or

                 (3)     Any certain period greater than the Annuitant's life
                         expectancy; or

                 (4)     Any certain period greater than the life expectancies
                         of the Annuitant and spouse.

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


I-CDA-HD (XC)                          23

<PAGE>

                 The total deductions made on surrender of an entire Contract
                 will not exceed 7% of the Current Value as of the date of
                 surrender and the Surrender Fee will not exceed 8.5% of the
                 actual Purchase Payment(s) made to the Contract.

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

5.04.    Tax Deferred Annuity Plan

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

         (b)     Control of Contract: The Contract Holder shall own all amounts
                 held under this Contract and may make any choices allowed by
                 this Contract. Choices made under this Contract must be in
                 writing. Until receipt of such choices in its Home Office,
                 Aetna may rely on any previous choices made. This Contract
                 shall not be subject to the claims of any creditors. This
                 Contract is non-assignable and nontransferable.

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

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

                 Any portion of any Maintenance Fee deducted from the Fixed
                 Account will not exceed the interest in excess of 4% and any
                 Net Purchase Payment credited to the Fixed Account during the
                 12 months prior to the deduction.

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

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

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

                 The sum paid will be the Current Value on the date the notice
                 is received at Aetna's Home Office. The amount paid from the
                 Fixed Account will not be less than the Net Purchase Payment(s)
                 allocated to the Fixed Account (less any prior transfers (see
                 3.09) or surrenders). The beneficiary may choose to apply all
                 or any portion of the payment to an Annuity Option (see Part
                 IV). If no beneficiary exists, the payment will be made to the
                 estate of the Contract Holder.

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

                 The total deductions made on surrender of an entire Contract
                 will not exceed 7% of the Current Value as of the date of
                 surrender and the Surrender Fee will not exceed 8.5% of the
                 actual Purchase Payment(s) made to the Contract.


I-CDA-HD (XC)                          24

<PAGE>

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

5.05.    Individual Annuity Plan

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

         (b)     Control of Contract: All rights in this Contract rest with the
                 Contract Holder. The Contract Holder owns all amounts held
                 under this Contract. The Contract Holder may make any choices
                 allowed by this Contract. Choices made under this Contract must
                 be in writing. Until receipt of such choices at its Home
                 Office, Aetna may rely on any previous choices made.

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

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

                 Any portion of any Maintenance Fee deducted from the Fixed
                 Account will not exceed the interest in excess of 4% and any
                 Net Purchase Payment credited to the Fixed Account during the
                 12 months prior to the deduction.

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

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

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

                 The sum paid will be the Current Value on the date the notice
                 is received at Aetna's Home Office. The amount paid from the
                 Fixed Account will not be less than the Net Purchase Payment(s)
                 allocated to the Fixed Account (less any prior transfers (see
                 3.09) or surrenders). The beneficiary may choose to apply all
                 or any portion of the payment to an Annuity Option (see Part
                 IV). If no beneficiary exists, the payment will be made to the
                 estate of the Contract Holder.

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

                 The total deductions made on surrender of an entire Contract
                 will not exceed 7% of the Current Value as of the date of
                 surrender and the Surrender Fee will not exceed 8.5% of the
                 actual Purchase Payment(s) made to the Contract.


I-CDA-HD (XC)                          25

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



I-CDA-HD (XC)                                                              (NU)




<PAGE>



                                VI. FEE SCHEDULE
                    INDIVIDUAL RETIREMENT ANNUITY PLAN (IRA)


6.01.    Maintenance Fee:  The Maintenance Fee will be $20.

6.02.    Surrender Fee:

         For each surrender, the Surrender Fee will vary according to the number
         of Purchase Payment Cycles completed. The number and amount of Purchase
         Payments to be made in a year is chosen by the Contract Holder. A
         Purchase Payment Cycle is completed when this number and amount of
         Purchase Payments have been made. The number of Purchase Payment Cycles
         completed may not be greater than the number of whole years since the
         Contract was issued. For each surrender, the Fee will be as follows:

         Number of Purchase Payment Cycles Completed               Surrender Fee

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

         No Surrender Fee is deducted from any portion of the Current Value
         which is paid:

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

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

         (c)      After the Annuitant has reached age 59 1/2and 9 or more
                  Purchase Payment Cycles have been completed.

6.03.    Table of Values - Fixed Account:

         The values in the following table only apply to annual Purchase
         Payments of $1,000.

         The Paid-Up Annuity Benefit assumes the Current Value has accumulated
         in the Fixed Account at the Guaranteed Interest Rate until age 65 and
         is applied to Option 4 with a stated period of 120 months.

         The Surrender Value assumes the Purchase Payments are 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.

         The 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.




IMIRA-HD (XC)                          26

<PAGE>

                                VI. FEE SCHEDULE
                    INDIVIDUAL RETIREMENT ANNUITY PLAN (IRA)


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

6.02.    Surrender Fee:

         For each surrender, the Surrender Fee will vary according to the 
         period of time between the effective date of the Contract and the date
         of surrender.  The Surrender Fee will be determined as follows:

         If Period of Time is                                    Surrender Fee

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

         No Surrender Fee is deducted from any portion of the Current Value 
         which is paid:

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

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

6.03.    Table of Values - Fixed Account:

         The values in the following table only apply to a single Purchase 
         Payment of $10,000.

         The Paid-Up Annuity Benefit assumes the Current Value has accumulated 
         in the Fixed Account at the Guaranteed Interest Rate until age 65 and
         is applied to Option 4 with a state period of 120 months.

         The Surrender Value assumes the Purchase Payment is credited to the 
         Fixed Account at the Guaranteed Interest Rate at the beginning of the 
         first Contract Year.  The applicable Surrender Fees are deducted.

         Values would be different for other Purchase Payment amounts, if made 
         at another time, if partial surrenders are made, or if Aetna adds 
         interest at a rate greater than the Guaranteed Interest Rate-Fixed 
         Account.

                                       26

ISIRA-HD (XC)
<PAGE>
                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT


This Contract is hereby endorsed as follows:

Add to Section I.  GENERAL DEFINITIONS the following paragraph:

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

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

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

Section 3.02 or 3.03 - Guaranteed Accumulation Account (GA Account) is amended
and restated as follows:

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

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

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

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

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

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

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



EGAA-IO (XC)                            1

<PAGE>

(d)    Guaranteed GA Account Interest Rates (Guaranteed Rates) - Aetna will
       declare all interest rate(s) applicable to a specific Term at the start
       of the Deposit Period for that Term. These rate(s) are guaranteed by
       Aetna for that Deposit Period and the ensuing Term and are not based on
       the actual investment experience of the underlying assets in the GA
       Account. The Guaranteed Rates are annual effective yields. The interest
       is credited daily at a rate that will produce the guaranteed annual
       effective yield over the period of a year. No annual rate will ever be
       less than 4%.

       For Terms of one year or less, one Guaranteed Interest Rate is set and
       announced for that full Term. For other Terms, there may be two or more
       rates. All of these rate(s) may be set and announced prior to the Deposit
       Period for that Term and will not be subject to change.

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

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

       For purposes of withdrawals, Terms within the GA Account Short-Term and
       Long-Term Classifications are considered as two separate investment
       options. Any withdrawal which is a surrender will be subject to the
       Maintenance Fee and Surrender Fee as appropriate. Also, amounts will be
       removed within a GA Account Classification starting with the Term still
       in effect with the oldest Deposit Period.

       Amounts may be transferred at any time subject to Contract specifications
       (see 3.10, 3.11, or 3.12 below). Amounts transferred prior to the
       Maturity Date of a Term are subject to an MVA (see (g) below). Fund(s)
       will be removed within the elected Classification starting with the Term
       still in effect with the oldest Deposit Period.

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

       (1)    A full or partial surrender;

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

       (3)    The Sum Payable at Death provision.

(f)    Maturity Date Reinvestment - For all GA Account Term(s) existing as of
       the effective date of this endorsement in addition to GA Account Term(s)
       announced subsequent to that date, the Contract Holder or Participant, as
       applicable, will be mailed a notice at least 18 calendar days before a
       Term's Maturity Date. This notice will contain the current Deposit
       Period's Guaranteed Rate(s), Term(s) and a projected Matured Term Value.



EGAA-IO (XC)                            2

<PAGE>

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

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

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

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

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

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

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

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

       (1)    A transfer,

       (2)    A full or partial surrender, or

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

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

       The market value adjusted amount will be equal to the amount withdrawn
       multiplied by the following ratio:


EGAA-IO (XC)                            3

<PAGE>

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

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

       The Deposit Period Yield will be determined as follows:

       o      At the close of the last business day of each week of the Deposit
              Period, a yield will be computed as the average of the yields on
              that day of U.S. Treasury Notes which mature in the last three
              months of the Guaranteed Term.

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

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

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

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

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

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

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

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

       Aetna may make any change to Section 3.02 or 3.03 with 30 days advance
       written notice to the Contract Holder or Participant, as applicable. Any
       such change shall become effective for 


EGAA-IO (XC)                            4

<PAGE>


       Purchase Payment(s), transfers or reinvestments made to any new Term by
       any present or future Participant.

       A detailed description of the Market Value Adjustment has been filed with
       the New York Insurance Department Superintendent in compliance with
       Section 4223(a)(1)(C) of the New York Insurance Law.

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

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

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

Section 3.10, 3.11 or 3.12 - Transfer of Current Value from the Fund(s) or GA
Account is deleted and replaced by the following:

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

       (a)    To any other allowable Fund;

       (b)    To the Fixed Account; or

       (c)    To Terms of the GA Account available in the current Deposit
              Period.

       Amounts in a specific GA Account Term cannot be transferred to the
       Deposit Period of another Term within the same Classification except at
       the Term's maturity (see 3.02(f) or 3.03(f)).

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

       Transfers from Terms of the GA Account are subject to the Withdrawal and
       MVA provisions (see 3.02(e) and (g) or 3.03(e) and (g)).

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

Add the following statement to Section 3.14 or 3.15 entitled Surrender Value as
follows:



EGAA-IO (XC)                            5

<PAGE>

       To comply with Section 4223 of New York Insurance Laws, the surrender
       charge will never be greater than (a) plus (b) below:

       (a)    10% of amounts surrendered from options other than the GA Account;
              plus

       (b)    10% reduced (but not below zero) by one percent for each year the
              Contract has been inforce, of amounts surrendered from the GA
              Account. Aetna reserves the right to compute the surrender charge
              for amounts transferred into the GA Account within 90 days prior
              to surrender as if such amounts had not been transferred.

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



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



EGAA-IO (XC)                            6


<PAGE>





                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed as follows:

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

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

Endorsed and made a part of the Contract.



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

EGISA-IA

<PAGE>




                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed as follows:

Section 3.09 Transfer of Current Value from the Fixed Account is amended and
restated as follows:

         10% of the Current Value held in the Fixed Account may be transferred
         to any Fund(s) and/or to the GA Account's current Deposit Period if
         available. 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 following applies to Contracts subject to Special Provisions Sections 5.02,
5.03, and 5.04.

Any remaining balance in the Fixed Account under the Contract may be transferred
by the Contract Holder in its entirety to any of the Fund(s) and/or to the GA
Account's current Deposit Period if:

(a)      The Current Value in the Fixed Account under the Contract is $2,000.00
         or less; or

(b)      The maximum percentage allowed was transferred from the Fixed Account
         in each of the four consecutive prior calendar years and no additional
         Net Purchase Payment(s) to the Contract have been allocated to the
         Fixed Account during the same four consecutive calendar year periods.

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

Endorsed and made part of this Contract.



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

EIFA-IO(XC)

<PAGE>





                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed to amend and restate the following:

Section 3.01. Net Purchase Payment(s) - Delete the last paragraph and replace it
with the following:

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

Section 3.08. Transfer of Current Value from the Funds - Delete the last
paragraph and replace it with the following:

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

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



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

EIMCVT-HI(XC)

<PAGE>





                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed to add the following new provisions to the end
of Section 6.02 entitled Surrender Fee as follows:

No Surrender Fee is deducted from any portion of the Current Value which is
paid:

       (d)    When the Current Value is $2,500 or less and no surrenders have
              been taken from the Contract within the prior 12 months. If there
              is more than one Contract, then this provision will only apply
              when the total in all of the Contracts is $2,500 or less; or

       (e)    In an amount equal to or less than 10% if the Current Value, as
              part of the first partial surrender request in a calendar year to
              a Contract Holder who is at least age 59 1/2 and less than 70 1/2.
              The Current Value is calculated as of the date the partial
              surrender request is received in good order at Aetna's Home
              Office. This provision does not apply to full surrender requests.

Endorsed and made a part of this Contract.


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

EIMIS-IA(XC)

<PAGE>




                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT


This Contract is hereby endorsed as follows:

Section 1.05 entitled Fund(s) is amended and restated as follows:

         The open-end and registered management investment companies (mutual
         funds) made available by Aetna under this Contract. These Funds
         currently are:

         o        Aetna Variable Fund - a growth and income fund;

         o        Aetna Income Shares - a bond fund;

         o        Aetna Variable Encore Fund - a money market fund;

         o        Aetna Investment Advisers Fund, Inc. - a managed fund;

         o        TCI Portfolios, Inc., (TCI Growth) - a growth fund.

Additional information regarding these Funds is available in each Fund
prospectus.

Endorsed and made a part of this Contract on February 1, 1993 or the effective
date of the Contract, whichever is later.





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

EIPMF-IB(XC)

<PAGE>




                      Aetna Life Insurance Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed as follows:

(1)      The Annuity Provisions of the Contract are endorsed to change the first
         paragraph of Section 4.01. "Choices to be Made" to read:

              An Annuity Option may be elected by telling Aetna to pay all or
              any portion of the Current Value (minus any premium tax) as a
              premium for an Annuity under Option 2, 3, 4 or 5 (see 4.06). The
              first Annuity payment must generally be made no later than the
              first day of the month following the Annuitant's 75th birthday. If
              this Contract is issued under an IRA or SEP (see Specifications
              page), the first Annuity payment must be made not later than the
              April 1 following the calendar year in which the Annuitant attains
              age 70 1/2. Aetna may be told to make the first Annuity payment
              during any prior month.

(2)      The Annuity Provisions of the Contract are endorsed to change the
         second paragraph of Section 4.06. "Annuity Options" to read:

              If this Contract is issued under an IRA or SEP 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
              not later than the date the Annuitant would have attained age 70
              1/2. 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.

(3)      Section 5.03. "Individual Retirement Annuity Plan (IRA)" is deleted and
         the following section added:

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

         (b)      Control of Contract: All rights in this Contract rest with the
                  Contract Holder. The Contract Holder owns all amounts held
                  under this Contract. The Contract Holder may make any choices
                  allowed by this Contract. Any choices under this Contract must
                  be in writing. Until receipt of such choices in its Home
                  Office, Aetna may rely on any prior choices made. The Contract
                  may not be transferred. The Contract may not be assigned
                  except to the Company.

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

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

         (e)      Purchase Payments: Purchase Payments must be in cash and the
                  total of such payments cannot exceed $2,000 for any individual
                  for any taxable year.


EIRAC-HH (XC)                          1

<PAGE>

                  Exceptions to the dollar maximum are:

                  (1)      Rollover contributions as permitted by Internal
                           Revenue Code Sections 402(a)(5), 402(a)(7),
                           403(a)(4); and

                  (2)      Employer contributions made according to the terms of
                           a Simplified Employee Pension Plan as described in
                           Internal Revenue Code Section 408(k).

         (f)      Required Distribution to Annuitant: Distribution to the
                  Annuitant must begin in the form of Annuity Payments no later
                  than the April 1 following the calendar year in which the
                  Annuitant attains age 70 1/2, or be made in a lump sum by the
                  same date.

         (g)      Annuity Payments to Annuitant: In no event may any payments to
                  the Annuitant under any Annuity Option extend beyond:

                  (1)      The life of the Annuitant:

                  (2)      The lives of the Annuitant and beneficiary;

                  (3)      Any certain period greater than the Annuitant's life
                           expectancy as determined according to regulations
                           under Internal Revenue Code Section 401(a)(9); or

                  (4)      Any certain period greater than the life expectancies
                           of the Annuitant and beneficiary as determined
                           according to regulations under Internal Revenue Code
                           Section 401(a)(9).

                  In addition, the present value of the expected payments to the
                  Annuitant when payments start must be more than 50% of the
                  present value of the total expected payments to be made to the
                  Annuitant and beneficiary under 5.03(g) (2) or (4).

         (h)      Sum Payable at Death (Before Annuity Payments Start): Aetna
                  will pay the current value to the beneficiary if:

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

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

                  The sum paid will be the Current Value on the date the notice
                  is received at Aetna's Home Office. The amount paid from the
                  Fixed Account will not be less than the Net Purchase
                  Payment(s) allocated to the Fixed Account (less any prior
                  transfers (see 3.09) or surrenders). The beneficiary, if a
                  spouse, may choose to apply all or part of the payment to any
                  Annuity Option or may elect to defer payments to a date not
                  later than when the Annuitant would have attained age 70 1/2.
                  Alternatively, the spouse may choose to treat this Contract as
                  his or her own. If the beneficiary is not the spouse, all of
                  the payments must either be applied only to Annuity Option 2,
                  3 or 4 within one year of the Annuitant's death, or be paid to
                  the beneficiary within 5 years of the death of the 



EIRAC-HH (XC)                          2

<PAGE>

                  Annuitant. (See Part IV.) If no beneficiary exists, the
                  payment will be made to the estate of the Annuitant.

         (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 as determined by regulations under
                           Internal Revenue Code Section 401(a)(9).

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

                  The total deductions made on surrender of an entire Contract
                  will not exceed 7% of the Current Value as of the date of
                  surrender and the Surrender Fee will not exceed 8.5% of the
                  actual Purchase Payment(s) made to the Contract.

         (k)      Application of Refund of Premium: Any refund of premiums
                  (other than those from excess contributions) will be applied
                  before the close of the calendar year following the year of
                  the refund, toward future payments or the purchase of
                  additional benefits.

         (l)      Reports: Aetna, as issuer of this Individual Retirement
                  Annuity contract, will make any reports required by federal
                  law.

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

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




                                                            /s/ Dean E. Wolcott
                                                            President




EIRAC-HH (XC)                          3

<PAGE>


                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed to add to Section 5.03, Individual Retirement
Annuity (IRA); Simplified Employee Pension Plan, the following:

5.03 (b) Control of Contract:

              The Contract is established for the exclusive benefit of the
              individual Contract Holder or his or her beneficiaries.

Section 5.03 (m) is restated as 5.03(n) and the following is added:

5.03 (m) Minimum Distribution Requirements

       (1)    General Requirement: Notwithstanding any provision of this
              Contract to the contrary, the distribution of the Contract
              Holder's Current Value shall be made in accordance with the
              minimum distribution requirements of section 408(a)(6) or section
              408(b)(3) of the Code and the regulations thereunder, including
              the incidental death benefit provisions of section 1.401(a)(9)-2
              of the proposed regulations, all of which are herein incorporated
              by reference.

       (2)    Minimum Payments to Contract Holder: The Contract Holder's entire
              Current Value in the Contract must be distributed, or begin to be
              distributed, by the Contract Holder's required beginning date,
              which is the April 1 following the calendar year in which the
              Contract holder turns age 70 1/2. For each succeeding year, a
              distribution must be made on or before December 31. By the
              required beginning date, the Contract Holder may elect to have the
              balance under the Contract distributed in one of the following
              forms according to the terms of the Contract:

              (a)   a lump sum payment;

              (b)   equal or substantially equal payments over the life of the
                    Contract Holder;

              (c)   equal or substantially equal payments over the lives of the
                    Contract Holder and his or her designated beneficiary;

              (d)   equal or substantially equal payments over a specified
                    period that may not be longer than the Contract Holder's
                    life expectancy;

              (e)   equal or substantially equal payments over a specified
                    period that may not be longer than the joint life and last
                    survivor expectancy of the Contract Holder and his or her
                    designated beneficiary.

       (3)    Minimum Death Benefits: If the Contract Holder dies before his or
              her entire Current Value is distributed, the entire remaining
              balance will be distributed as follows:


EIRACF-IC                              1

<PAGE>

       (a)    If the Contract Holder dies on or after the date distributions
              have begun under paragraph 2 above, the entire remaining balance
              must be distributed at least as rapidly as provided under such
              paragraph 2.

       (b)    If the Contract Holder dies before distributions have begun under
              paragraph 2 above, the entire remaining balance must be
              distributed as elected by the Contract Holder or, if the Contract
              Holder has not so elected, as elected by the beneficiary or
              beneficiaries, as follows:

              (i)   by December 31st of the year containing the fifth
                    anniversary of the Contract Holder's death; or

              (ii)  in equal or substantially equal payments over the life or
                    life expectancy of the designated beneficiary or
                    beneficiaries starting by December 31st of the year
                    following the year of the Contract Holder's death. If,
                    however, the beneficiary is the Contract Holder's surviving
                    spouse, then this distribution is not required to begin
                    before December 31st of the year in which the Contract
                    Holder would have turned 70 1/2.

       (4)    Life Expectancies: Unless an Annuity Option has been elected by
              the Contract Holder prior to the commencement of distributions in
              accordance with paragraph 2 above (or, if applicable, by the
              surviving spouse where the Contract Holder dies before
              distributions have commenced), life expectancies of the Contract
              Holder or spouse beneficiary shall be recalculated annually for
              purposes of distributions under paragraphs 2 and 3 above. An
              election not to recalculate shall be irrevocable and shall apply
              to all subsequent years. The life expectancy of a non-spouse
              beneficiary shall not be recalculated. Life expectancy is computed
              by use of the expected return multiples in Tables V and VI of
              section 1.72-9 of the Income Tax Regulations.

       (5)    Multiple IRAs: An individual may satisfy the minimum distribution
              requirements under sections 408(a)(6) and 408(b)(3) of the Code by
              receiving a distribution from one IRA that is equal to the amount
              required to satisfy the minimum distribution requirements of two
              or more IRAs. For this purpose, the Contract Holder of two or more
              IRAs may use the "alternative method" described in Notice 88-38,
              1988-1 C.B. 524, to satisfy the minimum distribution requirements
              described above.

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



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



EIRACF-IC                              1

<PAGE>




                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed to add the following new provisions to the end
of Section 6.02 entitled Surrender Fee as follows:

No Surrender Fee is deducted from any portion of the Current Value which is
paid:

       (c)    When the Current Value is $2,500 or less and no surrenders have
              been taken from the Contract within the prior 12 months. If there
              is more than one Contract, then this provision will only apply
              when the total in all of the Contracts is $2,500 or less; or

       (d)    In an amount equal to or less than 10% if the Current Value, as
              part of the first partial surrender request in a calendar year to
              a Contract Holder who is at least age 59 1/2 and less than 70 1/2.
              The Current Value is calculated as of the date the partial
              surrender request is received in good order at Aetna's Home
              Office.
              This provision does not apply to full surrender requests.

Endorsed and made a part of this Contract.


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

EISIS-IA(XC)

<PAGE>




                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed as follows:

The following language amends and restates the last paragraph of the cover page
of the Contract:

           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. THIS CONTRACT CONTAINS A MARKET-VALUE ADJUSTMENT
     FORMULA. APPLICATION OF A MARKET-VALUE ADJUSTMENT MAY RESULT IN EITHER AN
     INCREASE OR DECREASE IN THE CASH VALUE. THE MARKET-VALUE ADJUSTMENT FORMULA
     DOES NOT APPLY TO A GUARANTEED TERM AT THE TIME OF ITS MATURITY.

Endorsed and made a part of the Contract effective May 1, 1991.



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

EMVA-IO(NY)

<PAGE>





                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed to add the following new provision to the end
of the section on page 26 titled Surrender Fee:

       On the tenth anniversary of the Effective Date of this Contract, the
Surrender Fee shall reduce to 0%.

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



                                                     /s/ William O. Bailey
                                                     President

ESFPPS-HO

<PAGE>





                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed as follows:

Section 5.01(e), Section 5.02(f), Section 5.03(h) Section 5.04(f) and Section
5.05(f) entitled Surrender Value, is deleted and replaced by the following:

       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 Surrender Fee will not exceed 9% of the
       Purchase Payments made to that Account.

Endorsed and made a part of this Contract on March 1, 1989 or the effective date
of the Contract whichever is later.



                                                              /s/ John J. Martin
                                                              President

ESVI-HH(XC)

<PAGE>




                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

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

The term Valuation Period under General Definitions is amended to read as
follows:

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

Endorsed and made a part of the Contract.





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



EVP-IC





                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

The Contract is hereby endorsed as follows:

Part III. PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS of this
Contract is endorsed to add the following new Sections:

Section 3.16  Systematic Distribution Options:

Without further amendment of this Contract, Aetna may, from time to time,
establish and make available for election by the Contract Holder, one or more
Systematic Distribution Options (SDO). When an SDO election is in effect,
installment payments will be made from the Contract without reducing any portion
of the Current Value by a Surrender Fee.

Any SDO offered by Aetna will be subject to the following criteria:

         (a)  Any SDO established by Aetna will be made available among
              similarly situated contracts uniformly and on the basis of
              objective criteria consistently applied;

         (b)  The availability of any SDO may be limited by minimum terms and
              conditions applicable to the election of such SDO; and

         (c)  Aetna may discontinue the availability of an SDO at any time.
              Except to the extent required in order to comply with applicable
              law, any such discontinuance shall not apply to any contracts as
              to which an election under such SDO is in effect at the time of
              such SDO's discontinuance.

Section 3.17  Termination of Contract:

Following the completion of two Contract Years in which no Purchase Payments
have been made, Aetna reserves the right to pay the full Surrender Value to the
Contract Holder if the Current Value is less than $1,500, provided Aetna gives
the Contract Holder 90 days written notice. Such Surrender Value paid may not be
reinstated.

The full Surrender Value payable to the Contract Holder will not be reduced by
any Surrender Fee and amounts withdrawn from the Guaranteed Interest Account
(GIA), if applicable, (see Section 3.15 added by endorsement) will not receive
any reduced rate of interest. Surrenders from GIA will receive the same
guaranteed effective annual yield to the date of contract termination as if
amounts had remained in GIA until the end of a Guaranteed Term.

This provision does not apply for any Contract that has elected an Annuity
Option.

Endorsed and made a part of this Contract.

                                       /s/ Dan Kearney


                                       President
                                       Aetna Life Insurance and Annuity Company



EIP-SDOTHD-97





                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

The Contract is hereby endorsed as follows:

Part III. PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS of this
Contract is endorsed to add the following new Section:

3.16  Systematic Distribution Options:

Without further amendment of this Contract, Aetna may, from time to time,
establish and make available for election by the Contract Holder, one or more
Systematic Distribution Options (SDO). When an SDO election is in effect,
installment payments will be made from the Contract without reducing any portion
of the Current Value by a Surrender Fee or a Market Value Adjustment (MVA).

Any SDO offered by Aetna will be subject to the following criteria:

         (a)  Any SDO established by Aetna will be made available among
              similarly situated contracts uniformly and on the basis of
              objective criteria consistently applied;

         (b)  The availability of any SDO may be limited by minimum terms and
              conditions applicable to the election of such SDO; and

         (c)  Aetna may discontinue the availability of an SDO at any time.
              Except to the extent required in order to comply with applicable
              law, any such discontinuance shall not apply to any contracts as
              to which an election under such SDO is in effect at the time of
              such SDO's discontinuance.

3.15  Payment of Current Value is amended and restated as follows:

Following the completion of two Contract Years in which no Purchase Payments
have been made, Aetna reserves the right to pay the full Surrender Value to the
Contract Holder if the Current Value is less than $1,500, provided Aetna gives
the Contract Holder 90 days written notice. Such Surrender Value paid may not be
reinstated.

The full Surrender Value payable to the Contract Holder will not be reduced by
any Surrender Fee and amounts from the Guaranteed Accumulation Account (GAA), if
applicable, (see Section 3.02 added by endorsement) will receive the greater of:

         (a)  The aggregate MVA amount from all Guaranteed Terms prior to the
              end of those Terms; or 

          (b) The applicable portion of the Current Value in GAA.

This provision does not apply for any Contract that has elected an Annuity
Option.

Endorsed and made a part of this Contract.


                                       /s/ Dan Kearney


                                       President
                                       Aetna Life Insurance and Annuity Company



EIP-SDOTHD-97(NY)





                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

The Contract is hereby endorsed as follows:

The DISCONTINUANCE, NON-FORFEITURE or SURRENDER PROVISIONS as applicable in this
contract are endorsed to add the following new Sections:

Systematic Distribution Options:

Without further amendment of this Contract, Aetna may, from time to time,
establish and make available for election by the Contract Owner, one or more
Systematic Distribution Options (SDO). When an SDO election is in effect,
installment payments will be made from the Contract without reducing any portion
of the value by a Surrender Fee or a Market Value Adjustment (MVA).

Any SDO offered by Aetna will be subject to the following criteria:

         (a)  Any SDO established by Aetna will be made available among
              similarly situated contracts uniformly and on the basis of
              objective criteria consistently applied;

         (b)  The availability of any SDO may be limited by minimum terms and
              conditions applicable to the election of such SDO; and

         (c)  Aetna may discontinue the availability of an SDO at any time.
              Except to the extent required in order to comply with applicable
              law, any such discontinuance shall not apply to any contracts as
              to which an election under such SDO is in effect at the time of
              such SDO's discontinuance.

Termination of Contract:

Following the completion of two contract years, or premium years if applicable,
in which no stipulated payments have been made, Aetna reserves the right to pay
the full Surrender Value to the Contract Owner if the contract value is less
than $1,500, provided Aetna gives the Contract Owner 90 days written notice.
Such Surrender Value paid may not be reinstated.

The full Surrender Value payable to the Contract Owner will not be reduced by
any Surrender Fee and amounts from the Guaranteed Accumulation Account (GAA),
(added by endorsement to the contract, if applicable) will receive the greater
of:

         (a)  The aggregate MVA amount from all Guaranteed Terms prior to the
              end of those Terms; or 

         (b)  The applicable portion of the contract value in GAA.

This provision does not apply for any Contract that has elected an Annuity
Option.

Endorsed and made a part of this Contract.

                                       /s/ Dan Kearney


                                       President
                                       Aetna Life Insurance and Annuity Company



EIP-SDOTPM-97(NY)






                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

The Contract is hereby endorsed as follows:

The DISCONTINUANCE, NON-FORFEITURE or SURRENDER PROVISIONS as applicable in this
Contract are endorsed to add the following new Sections:

Systematic Distribution Options:

Without further amendment of this Contract, Aetna may, from time to time,
establish and make available for election by the Contract Owner, one or more
Systematic Distribution Options (SDO). When an SDO election is in effect,
installment payments will be made from the Contract without reducing any portion
of the value by a Surrender Fee.

Any SDO offered by Aetna will be subject to the following criteria:

         (a)  Any SDO established by Aetna will be made available among
              similarly situated contracts uniformly and on the basis of
              objective criteria consistently applied;

         (b)  The availability of any SDO may be limited by minimum terms and
              conditions applicable to the election of such SDO; and

         (c)  Aetna may discontinue the availability of an SDO at any time.
              Except to the extent required in order to comply with applicable
              law, any such discontinuance shall not apply to any contracts as
              to which an election under such SDO is in effect at the time of
              such SDO's discontinuance.

Termination of Contract:

Following the completion of two contract years, or premium years if applicable,
in which no stipulated payments have been made, Aetna reserves the right to pay
the full Surrender Value to the Contract Owner if the contract value is less
than $1,500, provided Aetna gives the Contract Owner 90 days written notice.
Such Surrender Value paid may not be reinstated.

The full Surrender Value payable to the Contract Owner will not be reduced by
any Surrender Fee and amounts withdrawn from the Guaranteed Interest Account
(GIA), (added by endorsement to the contract, if applicable) will not receive
any reduced rate of interest. Surrenders from GIA will receive the same
guaranteed effective annual yield to the date of contract termination as if
amounts had remained in GIA until the end of a Guaranteed Term.

This provision does not apply for any Contract that has elected an Annuity
Option.

Endorsed and made a part of this Contract.




                                       /s/ Dan Kearney

                                       President
                                       Aetna Life Insurance and Annuity Company


EIP-SDOTPM-97




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