VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO
485APOS, 1997-02-12
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As filed with the Securities and Exchange             Registration No. 33-75980*
Commission on February 12, 1997                       Registration No. 811-2513


- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

- --------------------------------------------------------------------------------
                        Post-Effective Amendment No. 6 To
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                                and Amendment to

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

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

     Variable Annuity Account C of Aetna Life Insurance and Annuity Company

                    Aetna Life Insurance and Annuity Company

            151 Farmington Avenue, RC4A, Hartford, Connecticut 06156

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

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

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

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

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

*Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has
included a combined prospectus under this Registration Statement which includes
all the information which would currently be required in a prospectus relating
to the securities covered by Registration Statement No. 33-75984.


<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; The Contract -
                                                                           Distribution

        7          General Description of Variable Annuity Contracts....   Contract Rights; Miscellaneous

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

        9          Death Benefit........................................   Death Benefit

       10          Purchases and Contract Value.........................   The Contract;
                                                                           Determining Contract Value

       11          Redemptions..........................................   Contract Rights - Withdrawals; Contract
                                                                           Rights - Right to Cancel

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

       13          Legal Proceedings....................................   Miscellaneous - Legal Proceedings

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


<PAGE>




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

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

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

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

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

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

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

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

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

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

                                 Part C (Other Information)

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

<PAGE>




                          VARIABLE ANNUITY ACCOUNT C 

   
                              Prospectus Dated: 
                                 May 1, 1997 
 Group Installment Variable Annuity Contracts for HR 10 Plans and Rewrite of 
                             Qualified 401 Plans 
 ============================================================================= 

   The Contracts offered in connection with this prospectus are group 
installment Variable Annuity Contracts (the "Contracts") issued by Aetna Life 
Insurance and Annuity Company (the "Company"). The Contract is designed to 
fund Plans ("Plans") that provide for retirement income. The Plans may be 
entitled to tax-deferred treatment under the Internal Revenue Code of 1986, 
as amended (the "Code"). 
    

   The Contract allows values to accumulate under credited interest or 
variable options, or a combination of these options. It also provides for the 
payment of annuity benefits on a fixed or variable basis, or a combination 
thereof. 

   The variable funding options currently available through the Separate 
Account under the Contract described in this Prospectus are as follows: 

   
(bullet) Aetna Variable Fund 
(bullet) Aetna Income Shares 
(bullet) Aetna Variable Encore Fund 
(bullet) Aetna Investment Advisers Fund, Inc. 
(bullet) American Century VP Capital Appreciation (formerly TCI Growth) 
    

   The credited interest options available for the accumulation of values are 
the Guaranteed Accumulation Account and the Fixed Account. The Guaranteed 
Accumulation Account and the Fixed Account are offered only in those states 
in which they are approved. Except as specifically mentioned, this Prospectus 
describes only the variable options of the Contract. Information about the 
Guaranteed Accumulation Account and the Fixed Account is found in Appendix I 
and Appendix II, respectively. 

   
   This Prospectus contains the information about Variable Annuity Account C 
(the "Separate Account") that a prospective investor should know before 
investing. Additional information about the Separate Account is contained in 
a Statement of Additional Information ("SAI") dated May 1, 1997 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 in this 
prospectus. An SAI may be obtained without charge by indicating the request 
on the prospectus receipt contained in this prospectus or by calling 
1-800-232-5422. 
    

   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. 

   NO PERSON IS AUTHORIZED BY THE COMPANY TO GIVE INFORMATION OR TO MAKE ANY 
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION 
WITH THE OFFERS CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS DOES NOT 
CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT 
LAWFULLY BE MADE. 

   
           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 
THE FUNDS                                                           1 
  Fund Investment Advisers                                          2 
  Mixed and Shared Funding                                          2 
  Fund Additions, Limitations and Substitutions                     2 
  404(c) Protection                                                 2 
THE CONTRACT                                                        3 
  Contract Purchase                                                 3 
  Net Purchase Payments                                             3 
  Distribution                                                      4 
DETERMINING CONTRACT VALUE                                          4 
  Accumulation Units                                                4 
  Net Investment Factor                                             5 
CONTRACT RIGHTS                                                     5 
  Right to Cancel                                                   5 
  Rights Under the Contract                                         5 
  Transfers and Allocation Changes                                  5 
  Withdrawals                                                       5 
  Reinvestment Privilege                                            6 
CHARGES AND DEDUCTIONS                                              6 
  Maintenance Fee                                                   6 
  Mortality and Expense Risk Charges                                7 
  Administrative Expense Charge                                     7 
  Fund Expenses                                                     7 
  Allocation and Transfer of Fees                                   7 
  Deferred Sales Charge                                             7 
  Premium Tax                                                       8 
ADDITIONAL WITHDRAWAL OPTIONS                                       8 
  General                                                           8 
  Estate Conservation Option                                        9 
  Systematic Withdrawal Option                                      9 
ANNUITY PERIOD                                                     10 
  Annuity Period Elections                                         10 
  Annuity Options                                                  10 
DEATH BENEFIT                                                      12 
  Accumulation Period                                              12 
  Annuity Period                                                   12 

<PAGE> 

TAX STATUS                                                         13 
  Federal Tax Status of the Company                                13 
  Use of the Contract                                              13 
  Tax Status of Amounts Distributed Under The Contract             13 
MISCELLANEOUS                                                      14 
  Performance Reporting                                            14 
  Voting Rights                                                    14 
  Modification of the Contract                                     15 
  Contract Holder Inquiries                                        15 
  Telephone Transfers                                              15 
  Transfer of Ownership; Assignment                                15 
  Legal Proceedings                                                15 
  Legal Matters                                                    15 
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION                16 
APPENDIX I--GUARANTEED ACCUMULATION ACCOUNT                        17 
APPENDIX II--FIXED ACCOUNT                                         18 

<PAGE> 

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

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

Account Value: The dollar value of amounts held in an Account as of any 
Valuation Period, including the value of the Accumulation Units in the Funds, 
the amounts held in GAA, and any amounts invested in the Fixed Account, plus 
interest earned on those amounts, less any maintenance fees due, but 
excluding amounts used for Annuity Options. 

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

Accumulation Unit: A measure of the value of the Separate Account assets 
attributable to each Fund used as a variable funding option. 

Aggregate Purchase Payment(s): The sum of all Purchase Payment(s) made under 
a Contract. 

Annuitant: A natural person on whose life an Annuity payment is based. 

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

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

Annuity Unit: A unit of measure used to calculate the amount of each variable 
annuity payment. 

Code: Internal Revenue Code of 1986, as amended. 

Company: Aetna Life Insurance and Annuity Company, sometimes referred to as 
"we" or "us". 

Contract: The group installment Purchase Payment variable annuity contracts 
offered by this Prospectus. 

Contract Holder: The entity to which the Contract is issued. The Contract 
Holder is usually the trustee of a trusteed Plan. 

   
Contract Year: For HR 10 Contracts issued before June 1, 1992, and for all 
Corporate 401 Contracts, the period of 12 months measured from the Contract's 
effective date or from any anniversary of such effective date. For HR 10 
Contracts issued on and after June 1, 1992, the period of 12 months measured 
from the date the first Purchase Payment is applied to the Contract or from 
any anniversary of such date, subject to state approval. 

Corporate 401 Contracts: Contracts designed for Corporate 401 Plans. 
    

Distributor(s): The registered broker-dealer(s) which have entered into 
selling agreements with the Company to offer and sell the Contracts. The 
Company may also serve as a Distributor. 

Effective Date: The date on which the Company accepts and approves the 
Contract application. 

   
ERISA: The Employee Retirement Income Security Act of 1974, as amended. 
    

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

   
GAA: Guaranteed Accumulation Account, the credited interest option available 
in most jurisdictions for deposits under the Contract. 
    

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

   
HR 10 Contracts: Contracts designed for HR 10 Plans. 
    

Individual Account: A record established for each Participant to identify 
Contract values accumulated on the Participant's behalf during the 
Accumulation Period. 

Market Value Adjustment: An amount deducted or added to amounts withdrawn 
early from the Guaranteed Accumulation Account to reflect changes in the 
market value of the investment since the date of deposit. See Appendix I and 
the 

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


<PAGE>

prospectus for the Guaranteed Accumulation Account for a discussion of how 
the market value adjustment is actually calculated. 

Net Purchase Payments(s): The Purchase Payment(s) less premium taxes, if 
applicable. 

Participant ("You"): An eligible person participating in a Plan. 

   
Plan(s): There are two types of plans described in this Prospectus: Qualified 
tax-deferred retirement plans established by self-employed individuals ("HR 
10 Plans"); and qualified tax-deferred retirement plans established by 
corporations that have elected to rewrite their individual pension annuity 
contracts ("Corporate 401 Plans"). HR 10 Plans for sole proprietorships or 
partnerships are sometimes referred to as Keogh Plans. 
    

Plan Account: The record established for a Contract Holder of the Net 
Purchase Payment(s) accumulated under a Contract where Individual Accounts 
are not maintained. 

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

SEC: Securities and Exchange Commission. 

Separate Account: Variable Annuity Account C, an account whose assets are 
segregated from other assets of the Company and which holds shares of the 
Funds acquired for the Contracts. The Company holds title to the assets held 
in the Separate Account. 

Underwriter: The registered broker-dealer which contracts with other 
registered broker-dealers on behalf of the Separate Account to offer and sell 
the Contracts. 

   
Valuation Period: The period of time from when the Company determines the 
Accumulation Unit Value and Annuity Unit Value of a variable investment 
option until the next time it determines such unit value. Currently, the 
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. 
    

Valuation Reserve: A reserve established pursuant to the insurance laws of 
Connecticut to measure voting rights during the Annuity Period and the value 
of a commutation right available under the "Payments for a Specified Period" 
nonlifetime Annuity option when elected on a variable basis under the 
Contract. 

Variable Annuity Contract: An Annuity Contract providing for the accumulation 
of values and for Annuity payments which vary in dollar amount with 
investment. 

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

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

   
Contract Purchase 
   The Contracts are designed for Plans established by self-employed 
individuals ("HR 10 Contracts"), or established by employers for their 
employees to provide retirement benefits under Corporate 401 Plans 
("Corporate 401 Contracts"). The Contracts may be purchased by completing the 
proper application form and submitting it to the Distributor with the initial 
Purchase Payment. "Contract Purchase" in this Prospectus outlines the 
complete process of purchasing a Variable Annuity Contract. 
    

Redemption 
   The Contract Holder may withdraw all or a portion of the Contract or an 
Individual Account value during the Accumulation Period by properly 
completing and submitting to the Company a disbursement form provided by the 
Company. Certain charges and deductions may be assessed upon withdrawal. (See 
"Charges and Deductions.") 

Deferred Sales Charge 
   The maximum deferred sales charge that could be assessed on a full or 
partial withdrawal is 5% of the amount withdrawn. (See "Deferred Sales 
Charge" and "Withdrawals.") 

Taxes and Withholding 
   Certain distributions are subject to mandatory withholding. A 10% federal 
penalty tax may be imposed on a premature distribution paid to the 
Participants. (See "Tax Status of Amounts Distributed Under the Contract.") 

Contract Charges 
   Certain other charges are associated with this Contract such as the 
maintenance fee, mortality and expense risk charges, administrative expense 
charge, fund expenses, allocation and transfer fees, and premium tax. (See 
"Charges and Deductions" for a compete explanation of these charges.) 

   
Free Look 
   The Contract Holder may cancel the Contract no later than ten days after 
receiving it (or as otherwise allowed by state law) by returning it along 
with a written notice of cancellation to the Company. Unless state law 
requires otherwise, the amount you will receive on cancellation under this 
provision will reflect the investment performance of the Purchase Payments 
deposited in the Separate Account while invested. In certain cases, this may 
be less than the amount of your Purchase Payments. (See "Contract 
Rights--Right to Cancel.") 
    


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

   
                                  FEE TABLE 
                   (Based on year ended December 31, 1996) 
 ============================================================================= 
    

The purpose of the Fee Table is to assist Contract Holders in understanding 
the various costs and expenses that will be borne, directly or indirectly, 
under the Contract. The information listed reflects the charges due under the 
Contract as well as the fees and expenses deducted from the Funds. Additional 
information regarding the charges and deductions assessed under the Contract 
can be found under "Charges and Deductions" in this Prospectus. Charges and 
expenses shown do not take into account premium taxes that may be applicable. 

Contract Holder Transaction Expenses 

Deferred Sales Charge (as a percentage of amount withdrawn)(1): 

        Completed Contract Years             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% 
Allocation and Transfer Fees(2)                $ 0.00 
Annual Contract Maintenance Fee(3)              30.00 

   
Separate Account Annual Expenses (HR 10 Contracts) 
   (Daily deductions, equal to the percentage shown on an annual basis, made 
from amounts allocated to the variable options) 
    

Mortality and Expense Risk Fees                     1.25% 
Administrative Expense Charge(4)                       0% 
                                                  --------- 
  Total Separate Account Annual Expenses            1.25% 
                                                  ========= 

   
Separate Account Annual Expenses (Corporate 401 Contracts) 
   (Daily deductions, equal to the percentage shown on an annual basis, made 
from amounts allocated to the variable options) 

Mortality and Expense Risk Fees                    1.19% 
Administrative Expense Charge(4)                      0% 
                                                 --------- 
  Total Separate Account Annual Expenses           1.19% 
                                                 ========= 

    
(1) The total amount deducted for the deferred sales charge will not exceed 
    8.5% of the Purchase Payments made to the Individual Account. The 
    deferred sales charge may be referred to in the Contract as a "surrender 
    fee." See "Deferred Sales Charge" for instances in which this charge is 
    not deducted. 

(2) The Company currently allows an unlimited number of transfers or 
    allocation changes without charge. However, we reserve the right to 
    impose a fee of $10 for each transfer or allocation change in excess of 
    12 per calendar year. (See "Transfers and Allocation Changes.") 

   
(3) A Maintenance fee, to the extent permitted by state law, is also deducted 
    upon termination of an Account. 
    

(4) The Company currently does not impose an Administrative Expense Charge. 
    However, the Company reserves the right to deduct a daily charge of not 
    more than 0.25% per year from the variable portion of contract values. 

 ----------------------------------------------------------------------------- 
                                FEE TABLE - 1 
<PAGE>

   
Mutual Fund Annual Expenses 
(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          Other 
                                                  Fees(1)        Expenses(2) 
                                               (after expense   (after expense      Total Fund 
                                               reimbursement)   reimbursement)   Annual Expenses 
                                               --------------   --------------   ---------------- 
<S>                                                 <C>              <C>               <C>
Aetna Variable Fund(3)                              0.50%            0.06%             0.56% 
Aetna Income Shares(3)                              0.40%            0.08%             0.48% 
Aetna Variable Encore Fund(3)                       0.25%            0.10%             0.35% 
Aetna Investment Advisers Fund, Inc.(3)             0.50%            0.08%             0.58% 
American Century VP Capital Appreciation(4)         1.00%            0.00%             1.00% 
</TABLE>
    

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

(2) A Fund's "Other Expenses" include operating costs of the fund. The 
    expenses are factored into the Fund's net asset value and are not 
    deducted from the Contract Holder's or Participant's Account Value. 

   
(3) The Company provides administrative services to the Fund 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. 
    

(4) The Portfolio's investment adviser pays all expenses of the Portfolio 
    except brokerage commissions, taxes, interest, fees, and expenses of the 
    non-interested 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. 

 ----------------------------------------------------------------------------- 
                                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. 
    

Assuming a 5% annual return on assets, you would have paid the following on a 
$1,000 investment:(1) 

   
HR 10 Contracts 
    


<TABLE>
<CAPTION>
                                            EXAMPLE A                                EXAMPLE B 
                              --------------------------------------   --------------------------------------- 
                              If you make a complete withdrawal of         If you do not make a complete 
                              your contract at the end of the              withdrawal of your contract or if you 
                              applicable time period:                      annuitize:* 
                             1 year   3 years  5 years    10 years    1 year   3 years  5 years    10 years 
                             -------  -------  -------    ----------  -------  -------  -------   ----------- 
<S>                            <C>      <C>      <C>        <C>         <C>      <C>      <C>       <C>
Aetna Variable Fund            $        $        $          $           $        $        $          $ 
Aetna Income Shares            $        $        $          $           $        $        $          $ 
Aetna Variable Encore Fund     $        $        $          $           $        $        $          $ 
Aetna Investment Advisers 
  Fund, Inc.                   $        $        $          $           $        $        $          $ 
American Century VP 
  Capital Appreciation 
  (formerly TCI Growth)        $        $        $          $           $        $        $          $ 
</TABLE>

   
Corporate 401 Contracts 
    


<TABLE>
<CAPTION>
                                            EXAMPLE A                                EXAMPLE B 
                              --------------------------------------   --------------------------------------- 
                              If you make a complete withdrawal of         If you do not make a complete 
                              your contract at the end of the              withdrawal of your contract or if you 
                              applicable time period:                      annuitize:* 
                             1 year   3 years  5 years    10 years    1 year   3 years  5 years    10 years 
                             -------  -------  -------    ----------  -------  -------  -------   ----------- 
<S>                            <C>      <C>      <C>        <C>         <C>      <C>      <C>       <C>
Aetna Variable Fund            $        $        $          $           $        $        $          $ 
Aetna Income Shares            $        $        $          $           $        $        $          $ 
Aetna Variable Encore Fund     $        $        $          $           $        $        $          $ 
Aetna Investment Advisers 
  Fund, Inc.                   $        $        $          $           $        $        $          $ 
American Century VP 
  Capital Appreciation 
  (formerly TCI Growth)        $        $        $          $           $        $        $          $ 
</TABLE>

   
(1) The illustration reflects the $30.00 annual maintenance fee as an annual 
    charge of      % of assets. 
    

* 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 than apply. (See Example A.) 

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

   
                       CONDENSED FINANCIAL INFORMATION 
                           Corporate 401 Contracts 
  (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                      $138.406      $141.424     $134.081     $127.171 
Value at end of period                            $180.879      $138.406     $141.424     $134.080 
Increase (decrease) in value 
  of accumulation unit(1)                   (4)      30.69%        (2.13)%       5.48%        5.43% 
Number of accumulation 
  units outstanding at end of 
  period                                           549,056     1,258,166    1,616,018    1,829,160 
AETNA INCOME SHARES 
Value at beginning of period                       $40.570       $42.675      $39.376      $37.086 
Value at end of period                             $47.405       $40.570      $42.675      $39.376 
Increase (decrease) in value 
  of accumulation unit(1)                   (5)      16.85%        (4.93)%       8.38%        6.17% 
Number of accumulation 
  units outstanding at end of 
  period                                            72,902       181,535      241,551      263,105 
AETNA VARIABLE ENCORE FUND 
Value at beginning of period                       $36.723       $35.701      $35.009      $34.172 
Value at end of period                             $38.485       $36.723      $35.701      $35.009 
Increase (decrease) in value 
  of accumulation unit(1)                   (6)       4.80%         2.88%        1.98%        2.45% 
Number of accumulation 
  units outstanding at end of 
  period                                           150,480       241,159      312,350      471,585 
AETNA INVESTMENT ADVISERS FUND, INC. 
Value at beginning of period                       $14.317       $14.558      $13.407      $12.755 
Value at end of period                             $18.024       $14.317      $14.558      $13.407 
Increase (decrease) in value 
  of accumulation unit(1)                   (7)      25.89%        (1.66)%       8.59%        5.11% 
Number of accumulation 
  units outstanding at end of 
  period                                           393,613       756,261    1,142,268    1,129,453 
AMERICAN CENTURY VP AGGRESSIVE GROWTH 
Value at beginning of period                       $10.213       $10.469      $10.000(3) 
Value at end of period                             $13.224       $10.213      $10.463 
Increase (decrease) in value 
  of accumulation unit(1)                   (8)      29.47%        (2.39)%       4.63% 
Number of accumulation 
  units outstanding at 
  end of period                                  4,184,701    12,096,731   12,272,152 
</TABLE>

<TABLE>
<CAPTION>
                                       1991         1990         1989         1988         1987 
                                    ----------   ----------   ----------   ----------   ----------- 
<S>                                 <C>          <C>          <C>          <C>           <C>
AETNA VARIABLE FUND 
Value at beginning of period         $101.824      $99.758      $78.220      $69.051       $66.237 
Value at end of period               $127.171     $101.824      $99.758      $78.220       $69.051 
Increase (decrease) in value 
  of accumulation unit(1)               24.89%        2.07%       27.54%       13.28%         4.25% 
Number of accumulation 
  units outstanding at end of 
  period                            1,956,479    2,169,721    2,496,795    3,030,548     3,740,739 
AETNA INCOME SHARES 
Value at beginning of period          $31.424      $29.142      $25.734      $24.197       $23.426 
Value at end of period                $37.086      $31.424      $29.142      $25.734       $24.197 
Increase (decrease) in value 
  of accumulation unit(1)               18.02%        7.83%       13.24%        6.35%         9.29% 
Number of accumulation 
  units outstanding at end of 
  period                              283,119      251,861      248,678      284,650       251,513 
AETNA VARIABLE ENCORE FUND 
Value at beginning of period          $32.460      $30.295      $28.028      $26.387       $25.001 
Value at end of period                $34.172      $32.460      $30.295      $28.028       $26.387 
Increase (decrease) in value 
  of accumulation unit(1)                5.27%        7.15%        8.09%        6.22%         5.54% 
Number of accumulation 
  units outstanding at end of 
  period                              470,248      624,613      542,581      637,833       627,039 
AETNA INVESTMENT ADVISERS FUND, INC. 
Value at beginning of period          $10.906      $10.440      $10.000(2) 
Value at end of period                $12.755      $10.906      $10.440 
Increase (decrease) in value 
  of accumulation unit(1)               16.86%        4.46%        4.40% 
Number of accumulation 
  units outstanding at end of 
  period                              725,598      619,748      470,302 
AMERICAN CENTURY VP AGGRESSIVE GROWTH 
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) The Accumulation Unit value was converted to $        on     , 1996, 
       when the Contracts were migrated to a different administrative system. 
       On the date of conversion, additional units were issued so that 
       account values were not changed as a result of the conversion. The 
       percentage change in the Accumulation Unit value from the beginning of 
       the year to the date of conversion was    %; the percentage change in 
       the Accumulation Unit value from the date of conversion to the end of 
       the year was    %. 

   (5) The Accumulation Unit value was converted to $        on     , 1996, 
       when the Contracts were migrated to a different administrative system. 
       On the date of conversion, additional units were issued so that 
       account values were not changed as a result of the conversion. The 
       percentage change in the Accumulation Unit value from the beginning of 
       the year to the date of conversion was    %; the percentage change in 
       the Accumulation Unit value from the date of conversion to the end of 
       the year was    %. 
    

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

   
   (6) The Accumulation Unit value was converted to $        on    , 1996, 
       when the Contracts were migrated to a different administrative system. 
       On the date of conversion, additional units were issued so that 
       account values were not changed as a result of the conversion. The 
       percentage change in the Accumulation Unit value from the beginning of 
       the year to the date of conversion was    %; the percentage change in 
       the Accumulation Unit value from the date of conversion to the end of 
       the year was    %. 

   (7) The Accumulation Unit value was converted to $        on     , 1996, 
       when the Contracts were migrated to a different administrative system. 
       On the date of conversion, additional units were issued so that 
       account values were not changed as a result of the conversion. The 
       percentage change in the Accumulation Unit value from the beginning of 
       the year to the date of conversion was    %; the percentage change in 
       the Accumulation Unit value from the date of conversion to the end of 
       the year was    %. 

   (8) The Accumulation Unit value was converted to $        on     , 1996, 
       when the Contracts were migrated to a different administrative system. 
       On the date of conversion, additional units were issued so that 
       account values were not changed as a result of the conversion. The 
       percentage change in the Accumulation Unit value from the beginning of 
       the year to the date of conversion was    %; the percentage change in 
       the Accumulation Unit value from the date of conversion to the end of 
       the year was    %. 
    


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

   
                       CONDENSED FINANCIAL INFORMATION 
                               HR 10 Contracts 
  (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)                        (4)       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)                        (5)      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)                        (6)       4.73%         2.80%          1.92%          2.39% 
Number of accumulation units                                                                  
  outstanding at end of period                     1,836,260     3,679,802      5,086,515      7,534,662 
AETNA INVESTMENT ADVISERS FUND, INC.                                                          
Value at beginning of period                         $14.270       $14.519        $13.379        $12.736 
Value at end of period                               $17.954       $14.270        $14.519        $13.379 
Increase (decrease) in value of                                                               
  accumulation unit(1)                        (7)      25.82%        (1.71)%         8.52%          5.05% 
Number of accumulation units                                                                  
  outstanding at end of period                     9,193,181    21,990,186     30,784,750     34,802,433 
AMERICAN CENTURY VP AGGRESSIVE GROWTH                                                         
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)                        (8)      29.47%        (2.39)%         4.63%    
Number of accumulation units                                                                  
  outstanding at end of period                     4,184,701     12,096,73      12,272,15     
</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 
AMERICAN CENTURY VP AGGRESSIVE GROWTH 
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 deductions from Purchase 
       Payments for sales load. 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) The Accumulation Unit value was converted to $        on     , 1996, 
       when the Contracts were migrated to a different administrative system. 
       On the date of conversion, additional units were issued so that 
       account values were not changed as a result of the conversion. The 
       percentage change in the Accumulation Unit value from the beginning of 
       the year to the date of conversion was    %; the percentage change in 
       the Accumulation Unit value from the date of conversion to the end of 
       the year was    %. 

   (5) The Accumulation Unit value was converted to $        on     , 1996, 
       when the Contracts were migrated to a different administrative system. 
       On the date of conversion, additional units were issued so that 
       account values were not changed as a result of the conversion. The 
       percentage change in the Accumulation Unit value from the beginning of 
       the year to the date of conversion was    %; the percentage change in 
       the Accumulation Unit value from the date of conversion to the end of 
       the year was    %. 
    

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

   
   (6) The Accumulation Unit value was converted to $        on    , 1996, 
       when the Contracts were migrated to a different administrative system. 
       On the date of conversion, additional units were issued so that 
       account values were not changed as a result of the conversion. The 
       percentage change in the Accumulation Unit value from the beginning of 
       the year to the date of conversion was    %; the percentage change in 
       the Accumulation Unit value from the date of conversion to the end of 
       the year was    %. 

   (7) The Accumulation Unit value was converted to $        on     , 1996, 
       when the Contracts were migrated to a different administrative system. 
       On the date of conversion, additional units were issued so that 
       account values were not changed as a result of the conversion. The 
       percentage change in the Accumulation Unit value from the beginning of 
       the year to the date of conversion was    %; the percentage change in 
       the Accumulation Unit value from the date of conversion to the end of 
       the year was    %. 

   (8) The Accumulation Unit value was converted to $        on     , 1996, 
       when the Contracts were migrated to a different administrative system. 
       On the date of conversion, additional units were issued so that 
       account values were not changed as a result of the conversion. The 
       percentage change in the Accumulation Unit value from the beginning of 
       the year to the date of conversion was    %; the percentage change in 
       the Accumulation Unit value from the date of conversion to the end of 
       the year was    %. 
    


 ----------------------------------------------------------------------------- 
                               AUV HISTORY - 4 
<PAGE>

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

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

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

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

   Variable Annuity Account C is a Separate Account established by the 
Company in 1976 pursuant to the insurance laws of the State of Connecticut. 
The Separate Account was formed for the purpose of segregating assets 
attributable to the variable portions of Contracts from other assets of the 
Company. The Separate Account is registered as a unit investment trust under 
the Investment Company Act of 1940, and meets the definition of "separate 
account" under the federal securities laws. 

   Although the Company holds title to the assets of the Separate Account, 
such assets are not chargeable with liabilities arising out of any other 
business the Company may conduct. Income, gains or losses of the Separate 
Account are credited to or charged against all 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. 

                                  THE FUNDS 
 ============================================================================= 

   The Contract Holder will designate some or all of the Funds described 
below as variable funding options under the Contract. The Contract Holder, or 
the Participant, if allowed by the Contract Holder may select one or more of 
the Funds for investment of the Purchase Payments made on their behalf. 
Except where noted, all of the Funds are diversified as defined in the 
Investment Company Act of 1940. 

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

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

(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. 

(bullet) Aetna Investment Advisers Fund, Inc. is a managed mutual fund which 
         seeks to maximize investment return consistent with reasonable 
         safety of principal by investing in one or more of the following 
         asset classes: stocks, bonds and cash equivalents based on the 
         Company's judgment of which of those sectors or mix thereof offers 
         the best investment prospects. 

   
(bullet) American Century Variable Portfolio, Inc.--American Century VP 
         Aggressive Growth (formerly TCI Growth) seeks capital growth 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 TCI 
         Growth's management, have better than average potential for 
         appreciation. The Fund tries to stay fully invested in such 
         securities, regardless of the movement of prices generally. The Fund 
         may invest in foreign securities. Foreign investing involves risks 
         that differ from those involved in domestic investing. See the 
         Fund's prospectus for a discussion of these risks. 
    
 ----------------------------------------------------------------------------- 
                                       1 
<PAGE>

   There is no assurance that the Funds will achieve their investment 
objectives. Contract Holders bear the full investment risk of investments in 
the Funds selected. 

   Some of the above funds may use instruments known as derivatives as part 
of their investment strategies as described in their respective prospectuses. 
The use of certain derivatives such as inverse floaters and principal only 
debt instruments may involve higher risk of volatility to a Fund. The use of 
leverage in connection with derivatives can also increase risk of losses. See 
the prospectus for the Funds for a discussion of the risks associated with an 
investment in those funds. More comprehensive information, including a 
discussion of potential risks, is found in the current prospectus for each 
Fund which is distributed with and must accompany this Prospectus. Contract 
Holders should read the accompanying prospectuses and Statements of 
Additional Information for this Prospectus and each of the Funds can be 
obtained from the Company's Home Office at the address and telephone number 
listed on the cover of this Prospectus. 

Fund Investment Advisers 

The following identifies the investment adviser for each Fund. 

   
              Fund                       Investment Adviser 
- --------------------------------  ------------------------------- 
Aetna Variable Fund               Aetna Life Insurance and 
                                   Annuity Company (ALIAC)* 
Aetna Income Shares               ALIAC* 
Aetna Variable Encore Fund        ALIAC* 
Aetna Investment Advisers 
  Fund, Inc.                      ALIAC* 
American Century VP 
  Aggressive Growth               American Century Investment 
  (formerly TCI Growth)            Management, Inc. 
* Aeltus Investment Management, Inc., Subadviser 
    

Mixed and Shared Funding 
   Shares of the Funds are sold to the Company for funding variable 
annuities. The Funds may be sold to other 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 policies through variable life separate 
accounts sponsored by the Company or by third parties. This is referred to as 
"mixed funding." 

   It is conceivable that, in the future, it may be disadvantageous for 
variable annuity separate accounts and variable life separate accounts to 
invest in these Funds simultaneously, since the interests of the contract 
holders or policy owners may differ. Each Fund's Board of Trustees or 
Directors has agreed to monitor events in order to identify any material 
irreconcilable conflicts that may possibly arise and to determine what 
action, if any, should be taken in response thereto. If such a conflict were 
to occur, one of the separate accounts might withdraw its investment in a 
Fund. This might force that Fund to sell portfolio securities at 
disadvantageous prices. 

   
Fund Additions and Substitutions 
   The Company may, from time to time, add, withdraw or substitute Funds as 
eligible variable funding options under the Contracts, subject to the 
conditions in the Contract and to compliance with regulatory requirements. 
    

   The Company's current policy is to allow only Aetna Variable Fund, Aetna 
Income Shares and Aetna Investment Advisers Fund, Inc. to be used as variable 
investment options during the Annuity Period. (See "Annuity Period 
Elections.") 

   
   The Contract Holder may decide to offer only a select number of Funds as 
funding options under its Plan. 

404(c) Protection 
    

   The Employee Retirement Income Security Act of 1974 (ERISA) imposes a 
"prudent man" standard of investment selection and monitoring on employers 
and other pension plan fiduciaries. Fiduciaries can be held liable for plan 
investment losses if they fail to invest plan assets prudently. However, 
Section 404(c) of ERISA provides limited relief from liability in 
participant-directed individual account plans where the plans' investment 
options meet special conditions. 

   The five mutual fund options offered under the Contract allow plan 
trustees to take advantage of the 404(c) protection. These five funds qualify 
as "core funds" under the 404(c) rules since they are broadly diversified, 
have different risk/return characteristics, are supported by pre- and 
post-enrollment disclosure material, are valued and accessible daily, and are 
look-through investment vehicles (mandatory for employees with small account 
balances). The Fixed and Guaranteed Accumulation Accounts are designed to be 
additional investments (not 404(c) core funds) which, in combination with the 
Funds, provide employers with both a well-rounded portfolio and 404(c) 
protection without the need for outside investment managers. 

   Although the Contract can provide employers and trustees with 404(c) 
protection, it is important to understand that the Company is not a 
designated fiduciary 

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

nor investment manager for any pension plan, since the Company has no 
discretionary authority over the plan or its investments. Rather, the 
Company's responsibility is to carry out the investment instructions received 
from the trustee and/or employees in accordance with applicable federal and 
state requirements. The employer and plan trustee always have overall 
fiduciary responsibility for their plan. It is also important to note that 
the plan trustees must take certain affirmative actions in order to avail 
themselves of 404(c) protection and should carefully review the applicable 
Department of Labor regulations (29 C.F.R. SS. 2550.404c-1). 

   Contract Holders and Participants should read the accompanying 
prospectuses of the Funds carefully before investing. Fund prospectuses may 
be obtained from the Company at its Home Office. 

   
                                 THE CONTRACT 
 ============================================================================= 

Contract Purchase 
   An organization eligible to establish HR 10 Plans may acquire a group HR 
10 Contract for its Plan by filling out the appropriate master application 
form and returning it to the Company or to a Distributor for delivery to the 
Company. Once we approve the application, a group Contract is issued to the 
organization as Contract Holder. The Contract Holder exercises all rights 
under the Contracts. (See "Contract Rights.") Purchase Payments to the HR 10 
Contract may not be less than $25 per payment per Participant and annual 
Aggregate Purchase Payments must be at least $6,000 ($2,000 average per 
Participant, if less than three Individual Accounts). 

   The Corporate 401 Contract was available, through the Company's rewrite 
program, only to Contract Holders of Individual Pension Trust Contracts 
issued prior to May 1, 1975, who elected to discontinue Purchase Payments to 
their existing Contracts and direct future Purchase Payments to new 
Contracts. The Contract is no longer available for new sales. 
    

   Participants may fill out an enrollment form or forms and return them to 
the Company or to a Distributor for delivery to the Company for review, 
acceptance or rejection. The Company must accept or reject an application or 
enrollment form within two business days of its receipt. If the application 
or enrollment form is incomplete, the Company may hold it and any 
accompanying Purchase Payment for five days. Purchase Payments may be held 
for longer periods only with the consent of the Contract Holder or 
Participant, pending acceptance of the application or enrollment form. If the 
application or enrollment form is accepted, a Contract will be issued to the 
Contract Holder. Any Purchase Payment accompanying the application or 
enrollment form or received prior to acceptance of the application, will be 
invested as of the date of acceptance. If the application or enrollment form 
is rejected, the application or enrollment form and any Purchase Payments 
will be returned to the Contract Holder. 

   
   A single master group Contract is issued to cover all present and future 
Participants. If a group Contract is not permitted by the state, an 
individual Contract will be issued. Group Contracts may be issued in either 
allocated or unallocated form. An allocated Contract provides for the 
establishment of an Individual Account for each Participant. An unallocated 
Contract does not provide for the establishment of Individual Accounts but 
all Purchase Payments are applied to a single Plan Account. 

   The Purchase Payments made on behalf of a Participant in a defined 
contribution Plan are determined by the Plan contribution formula. Generally, 
Code section 415 imposes an annual limit of the lesser of $30,000 or 25% of 
includible compensation for each Participant. Purchase Payments for a defined 
benefit Plan are determined on an actuarial basis to provide Plan benefits 
for all Participants. These Purchase Payments are held in a single Plan 
Account. Under Code Section 415, a Plan can provide annual benefits of the 
lesser of $125,000 (for 1997) or 100% of includible compensation for each 
Participant. Under Code Section 402(g) for 401(k) Plans, the maximum elected 
deferral is $9,500 (for 1997). 
    

Net Purchase Payments 
   Each Purchase Payment is forwarded to the Company through a Distributor. 
Each Net Purchase Payment, to the extent it is to be accumulated on a 
variable basis, is placed in the Separate Account and credited to the 
Contract. 

   The Contract Holder or, if permitted by a Plan, the Participant may elect 
to have the Net Purchase Payment(s) accumulate (a) on a variable basis by 
allocation to one of 

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

more of the available Funds; (b) on a fixed basis under one or more of the 
available credited interest options; or (c) in a combination of any of the 
available investment options. The Net Purchase Payment(s) must be allocated 
to the respective options in increments of whole percentage amounts. 

   The Contract Holder or, if permitted by a Plan, the Participant may elect 
to change the allocation of future Net Purchase Payments to any accumulation 
option described above. 

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

   
   Persons offering and selling the Contracts may receive commissions in 
connection with the sale of the Contracts. The maximum amount that the 
Company will ever pay as commission with respect to any given Purchase 
Payment is in the first Purchase Payment Period and range from 2% of that 
Purchase Payment. The Company may also pay renewal commissions and service 
fees. In limited circumstances, we also pay certain of these professionals 
profit sharing and other compensation, overrides or reimbursement for 
expenses. The average of all payments made by the Company is equal to 
approximately 2% of the total Purchase Payments made over the estimated life 
of the 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 name of the Distributor and 
the registered representative responsible for your Account are set forth on 
your enrollment form. Commissions and sales related expenses are paid by the 
Company and are not deducted from Purchase Payments. See "Charges and 
Deductions--Deferred Sales Charges." 
    

   Occasionally, we may pay commissions and fees to Distributors which are 
affiliated or associated with the Contract Holder or the Participants. We may 
also enter into agreements with some entities associated with the Contract 
Holder or Participants in which we would agree to pay the association for 
certain services in connection with administering the Contracts. In both 
these circumstances there may be an understanding that the Distributor or 
association would endorse the Company as a provider of the Contract. 
Participants will be notified if they are purchasing a Contract that is 
subject to these arrangements. 

                          DETERMINING CONTRACT VALUE 
 ============================================================================= 

   
Accumulation Units 
   A Purchase Payment that is directed to one or more of the Funds is 
deposited in the Separate Account and credited to the Account in the form of 
Accumulation Units for each Fund selected. The number of Accumulation Units 
credited is determined by dividing the applicable portion of the Purchase 
Payment by the Contract's Accumulation Unit value of the appropriate Fund. 
The Accumulation Unit value used is that next-computed following the date on 
which a Purchase Payment is received, unless the application has not been 
accepted. In that event, Purchase Payments will be credited at the 
Accumulation Unit value next determined after acceptance of the application. 
Shares of the Funds are purchased by the Separate Account at the net asset 
value next determined by the Fund following receipt of Purchase Payments by 
the Separate Account. The value of Accumulation Units attributable to the 
Funds will be affected by the investment performance, expenses and charges of 
those Funds. Generally, if the net asset value of the fund increases, so does 
the Accumulation Unit value; however, performance of the Separate Account is 
reduced by charges and deductions under the Contract. 

   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 the Contract at the Accumulation Unit Value next determined after 
receipt by the Company of your payment or transfer request. 
    


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                                       4 
<PAGE>

Net Investment Factor 
   The value of an Accumulation Unit for any Valuation Period is calculated 
by multiplying the Accumulation Unit value for the immediately preceding 
Valuation Period by the net investment factor of the appropriate investment 
option for the current period. 

   The net investment factor is calculated separately for each Fund in which 
assets of the Separate Account are invested. It is determined by adding 
1.0000000 to the net investment rate. 

   
   The net investment rate equals (a) the net assets of the Fund held by the 
Separate Account at the end of a Valuation Period, minus (b) the net assets 
of the Fund held by the Separate Account at the beginning of a Valuation 
Period, plus or minus (c) taxes or provision for taxes, if any, attributable 
to the operation of the Separate Account, divided by (d) the value of the 
Fund's Accumulation and Annuity Units held by the Separate Account at the 
beginning of the Valuation Period, minus (e) a daily charge at an annual rate 
of 1.25% for HR 10 Contracts, and 1.19% for Corporate 401 Contracts, for the 
Annuity mortality and expense risks, and a daily administrative expense 
charge which will not exceed 0.25% on an annual basis. The administrative 
expense charge is currently 0%. The net investment rate may be more or less 
than zero. 
    

                               CONTRACT RIGHTS 
 ============================================================================= 

Right to Cancel 
   The Contract Holder may cancel the Contract no later than ten days after 
receiving it (or as otherwise allowed by state law) by returning it along 
with a written notice of cancellation of the Company. The Company will 
produce a refund not later than seven days after it receives the Contract and 
the written notice at the Home Office. Unless the applicable state law 
requires a refund of Purchase Payments only, the Company will refund the 
Purchase Payment(s) plus any increase or minus any decrease in the value 
attributable to any Purchase Payments allocated to the variable option(s). 

Rights Under the Contract 
   All rights under the Contract rest with the Contract Holder, which is 
usually the employer. In the case of a trusteed Plan, the Plan trustee will 
be the Contract Holder. Benefits available to Participants are governed 
exclusively by the provisions of the Plan. Some of the options and elections 
under the Contract may not be available to Participants under the provisions 
of the Plan. 

Transfers and Allocation Changes 
   During each calendar year, the Contract Holder, or if applicable, the 
Participant may change the allocation of future Net Purchase Payments among 
the allowable investment options. Currently, an unlimited number of 
allocation changes may be made in a calendar year free of charge. However, 
the Company reserves the right to charge $10 for each allocation change in 
excess of 12 in a calendar year. 

   During the Accumulation Period only, the Company currently permits an 
unlimited number of free transfers of accumulated values in the Individual or 
Plan Account each calendar year. The Company reserves the right to charge $10 
for each transfer in excess of 12 in a calendar year. Transfers may be made 
among the available Funds or from any of the Funds to a credited interest 
option. Any transfer will be based on the Accumulation Unit value next 
determined after a proper request is received at the Home Office. See 
Appendix I and II for information on transfers from credited interest 
options. 

   During the Annuity Period, no transfers of accumulated value are allowed. 

Withdrawals 
   The Contract Holder may withdraw all or a portion of the Individual or 
Plan Account value during the Accumulation Period. To do so, the Contract 
Holder must properly complete a disbursement form provided by the Company and 
send it to the Company's Home Office. Disbursement forms are available from 
the Company and its representatives. Withdrawals may be requested in one of 
the following ways: 

  (bullet) Full withdrawal of the Contract: The amount paid will be the full 
           value of the Plan Accounts minus any applicable deferred sales 
           charge(s) and maintenance fees due. 

  (bullet) Full withdrawal of an Individual Account: The amount paid will be 
           the full value of the Individual Account minus any applicable 
           deferred sales charge and maintenance fee due.* 

  (bullet) Partial withdrawal (percentage): The amount paid will be the 
           percentage of the Individual or Plan Account value requested minus 
           any applicable deferred sales charge.* 

  (bullet) Partial withdrawal (specific dollar amount): The amount paid will 
           be the dollar amount requested. However, the 

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                                       5 
<PAGE>

amount withdrawn from the Individual or Plan Account will equal the dollar 
amount requested minus any applicable deferred sales charge.* 

   * A 20% income tax may be withheld from amounts paid directly to a 
     Participant. See "Tax Status of Amounts Distributed Under the Contract." 

   All amounts paid will be based on Individual or Plan Account values as of 
the end of the Valuation Period for which the request is received in the Home 
Office or such later date as the disbursement form may specify. For any 
partial withdrawal, unless requested otherwise by the Contract Holder, the 
value of the Accumulation Units cancelled will be withdrawn proportionately 
from each investment option used under the Individual or Plan Account. 

   Payments for withdrawal requests will be made in accordance with SEC 
requirements, but normally not later than seven calendar days after a 
properly completed withdrawal form is received at the Company's Home Office 
or within seven calendar days of the date the withdrawal from may specify. 
Payments may be delayed for: (a) any period in which the New York Stock 
Exchange ("Exchange") is closed (other than customary weekend and holiday 
closings) or in which trading on the Exchange is restricted; (b) any period 
in which an emergency exists where disposal of securities held by the funds 
is not reasonably practicable or is not reasonably practicable for the value 
of the assets of the Funds to be fairly determined; or (c) such other periods 
as the SEC may by order permit for the protection of Contract Holders and 
Participants. The conditions under which restricted trading or an emergency 
exists shall be determined by the rules and regulations of the SEC. 

Reinvestment Privilege 
   The Contract Holder may elect to reinvest all or a portion of the proceeds 
received from the full withdrawal of a Plan or Individual Account within 30 
days after such withdrawal. Accumulation Units will be credited to the Plan 
or Individual Account for the amount reinvested, as well as for any 
applicable maintenance fee and any appropriate portion of any deferred sales 
charge imposed at the time of withdrawal. Any maintenance fee which falls due 
after the withdrawal and before the reinvestment will be deducted from the 
amount reinvested. Reinvested amounts will be reallocated to the applicable 
investment options in the same proportion as they were allocated at the time 
of withdrawal. 

   The number of Accumulation Units credited will be based upon the 
Accumulation Unit value(s) next computed after the Company's Home Office 
receives the reinvestment request along with the amount to be reinvested. The 
reinvestment privilege may be used only once. A Contract Holder contemplating 
reinvestment should seek competent advice regarding the tax consequences 
associated with such a transaction. 

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

   
Maintenance Fee 
   An annual maintenance fee is deducted during the Accumulation Period from 
each Individual or Plan Account on its anniversary date (or, if not a 
valuation date, on the next valuation date). This fee is to reimburse the 
Company for some of its administrative expenses relating to the establishment 
and maintenance of the Individual or Plan Account. The Company deducts this 
fee from each respective investment option in the same proportion as the 
values held under each option bear to the total value of the Individual 
Account. The maintenance fee, to the extent permitted by state law, is also 
deducted upon termination of an Individual or Plan Account. 
    

   The annual maintenance fee is $30 for each Individual Account. The annual 
maintenance fee for a Plan Account is $30 for each Participant for whom 
payments are being made to the Contract to a maximum of $240 for the Plan 
Account. 

   The Contract Holder may elect to pay the annual maintenance fee directly 
to the Company for all Participants. In this case, the maintenance fee will 
not be deducted from the current value. 

   
   For HR 10 Contracts, the Contract Holder may be eligible for a maintenance 
fee reduction. At installation, if the contract has 25 or more active 
participants and the Contract Holder meets and adheres to the terms of an 
agreement to remit automated payments and enrollments, the maintenance fee 
for all participants will be reduced by $10. Subsequent to the installation 
and for Contracts effective prior to June 1, 1992, the maintenance fee for 
all participants will be reduced by $5 if the contract has 25 or more active 
participants and the Contract Holder meets and adheres to the terms of an 
agreement to remit automated payments. 
    

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                                       6 
<PAGE>

   
   For Corporate 401 Contracts, the maintenance fee will be reduced by $5 if 
the Contract has 25 or more active Participants and the Contract Holder meets 
and adheres to the terms of an agreement to remit automated payments. 
    

   
   For all contracts, the maintenance fee is waived if (a) a Participant has a
total of less than $100 in his or her Individual Accounts, (b) a Participant
enrolls within 90 days of the maintenance fee deduction, or (c) upon termination
of an Individual or Plan Account, a maintenance fee has been deducted within the
previous 90 days.
    

   
Mortality and Expense Risk Charges 
   The Company makes a daily deduction from the variable portion of Contract 
values for mortality and expense risks. This deduction, made as part of the 
calculation of Accumulation and Annuity Unit value(s), is equivalent to 1.25% 
per year for HR 10 Contracts and 1.19% per year for Corporate 401 Contracts. 

   The mortality risk charge is to compensate the Company for the risk it 
assumes when it promises to continue making payments for the lives of 
individual Annuitants according to Annuity rates specified in the Contract at 
issue. The expense risk charge is to compensate the Company for the risk that 
actual expenses for costs incurred under the Contract will exceed the maximum 
costs that can be charged under the Contract. During 1996, the Company 
received $           for mortality and expense risks from Contracts under the 
Separate Account. 

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 
an amount equal, on an annual basis, of up to 0.25% of the daily net assets 
of the Subaccounts. There is currently no administrative charge during the 
Accumulation Period or the Annuity Period. Once an Annuity option is elected, 
the charge will be established and will be effective during the entire 
Annuity Period. 
    

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. 

Allocation and Transfer of Fees 
   Once 12 allocation changes or 12 transfers have been made in a calendar 
year, we reserve the right to charge a fee of not more than $10 for each 
additional change or transfer. We currently do not impose a fee. 

Deferred Sales Charge 
   There are no deductions from Purchase Payments for sales commissions or 
related expenses. Sales commissions and expenses are advanced by the Company 
and recovered out of any deferred sales charges or, if deferred sales charges 
are insufficient, out of its profits from investment activities, including 
the mortality and expense risk charges under the Contract. For sales 
commissions paid in connection with the sale of Contracts, see "Contract 
Purchase--Distribution." Deferred sales charges may be deducted from amounts 
withdrawn during the first 10 Contract Years, as set forth in the table 
below. The deferred sales charge will apply to withdrawals during the 
Accumulation Period. It will apply during the Annuity Period if the 
nonlifetime Annuity Option is elected on a variable basis and the remaining 
value is withdrawn before three years of Annuity payments have been 
completed. (See "Annuity Period--Annuity Options.") There are additional 
restrictions and deductions on withdrawals. (See "Contract 
Rights--Withdrawals.") The following table reflects the deferred sales charge 
deduction as a percentage of the amount withdrawn: 

                                      Deferred Sales 
    Completed Contract Years         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% 
- ------------------------------------------------------- 

   The deduction for the deferred sales charge will not exceed 8.5% of the 
total Purchase Payments actually made to the Individual or Plan Account. 

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                                       7 
<PAGE>

   A deferred sales charge is not deducted from any portion of the Individual 
or Plan Account value that is: 

   (a) applied to provide Annuity benefits; 

   (b) paid due to the death of the Participant; 

   (c) withdrawn on or after the completion of 10 Contract Years; 

   (d) withdrawn due to the election of the Systematic Withdrawal or Estate 
       Conservation Option; 

   (e) withdrawn as a rollover to another pension or IRA Contract issued by 
       the Company; or 

   (f) paid where the Individual Account value is less than $2,500 and no 
       withdrawals have been made from that Individual Account within the 
       prior 12 months. All individual Account values held on behalf of the 
       Participant will be added together to determine eligibility for the 
       $2,500 exemption. This provision is not available under Plan Accounts 
       (where Individual Accounts are not maintained by the Company) or 
       applicable to the withdrawal of all Individual Accounts under one 
       Contract established with the Company. 

   In the instances cited in the above paragraphs, no deferred sales charge 
is deducted. However, the amount withdrawn may be subject to the 10% federal 
penalty tax. (See "Tax Status of Amounts Distributed Under the Contract.") 

   Based on its actuarial determination, the Company does not anticipate that 
the deterred sales charge will cover all sales and administrative expenses 
which the Company will incur in connection with the Contract. Also, the 
Company does not intend to profit from either the annual maintenance fee or 
the administrative expense charge, if imposed. The Company does hope to 
profit from the daily deduction for mortality and expense risks. Any such 
profit, as well as any other profit realized by the Company and held in the 
general account (which supports insurance and annuity obligations), would be 
available for any proper corporate purpose, including, but not limited to, 
payment of sales and distribution expenses. 

Premium Tax 
   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. The 
Company 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. 

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

General 
   The Company offers two additional withdrawal options that are not 
considered Annuity options: the Estate Conservation Option ("ECO") and the 
Systematic Withdrawal Option ("SWO"). These options are available to 
Participants with contract values of at least $25,000 at the time of election 
and are available at certain ages as described below. Under SWO, Participants 
receive a series of partial withdrawals from the account based on the payment 
method selected. It is designed for those who want a periodic income while 
retaining investment flexibility for amounts accumulating under the Contract. 
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 and pays you that amount once a year. 

   Amounts withdrawn for ECO and SWO will be deducted from the Contract in 
the same manner as for any other withdrawals during the Accumulation Period 
except that no deferred sales charge will be applied. (See "Contract 
Rights--Withdrawals" and "Charges and Deductions--Deferred Sales Charge.") 
Since ECO and SWO are not Annuity options, the Individual or Plan Account 
remains in the Accumulation Period, retains all the rights and flexibility 
described in this Prospectus, and is subject to all other Contract charges. 
The value of the 

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                                       8 
<PAGE>

Accumulation Units cancelled will be withdrawn from the respective investment 
options in the same proportion as their respective values bear to the total 
value of the portion of the Plan Account. The Company reserves the right to 
discontinue the availability of these options and to change the terms for 
future elections. 

   Once elected, these options may be revoked by the Contract Holder at any 
time, but only by submitting a written request to the Home Office. Any 
revocation will apply only to the amounts not yet paid. Once ECO or SWO is 
revoked, it may not be elected again. 

   Participants should determine the availability of ECO and SWO under their 
Plan (by checking with the Contract Holder), and the terms and conditions 
that may apply. 

   SWO is different from ECO in the following ways: (1) SWO payments are made 
for a fixed dollar amount or fixed time period, whereas ECO payments vary in 
dollar amount and can continue indefinitely during the Contract Holder's or 
Participant's lifetime and (2) generally, SWO payments will be higher than 
expected ECO payments. Participants should carefully assess their future 
income needs when considering the election of these distribution options. 

   Participants should also consult their tax adviser before to requesting 
the election of these conditions due to the potential for adverse tax 
consequences. 

   In the event of the Participant's death, payments may be continued if 
allowed by the Plan. 

Estate Conservation Option 
   The Company will calculate and distribute an annual amount using the 
method contained in the Code's minimum distribution regulations. The annual 
distribution is determined by dividing the prior December 31 value of the 
Individual or Participant's portion of the Plan Account, as directed by the 
Contract Holder, by a life expectancy factor from tables designated by the 
Internal Revenue Service ("IRS"). The factor will be based on either the 
Participant's life expectancy or the joint life expectancies of the 
participant and the Participant's spouse. If ECO is elected based on the 
Participant's life expectancy, the full value of the Individual or 
Participant's portion of the Plan Account must be distributed in the year 
following the Participant's death, as required by current IRS regulations. 
Factors will be redetermined for each year's distribution. The value of the 
Individual or Participant's portion of the Plan Account to be used in this 
calculation is the value on the December 31st prior to the year for which 
payment is being made. This calculation will be changed, if necessary, to 
conform to changes in the Code or applicable regulations. 

   
   At the time of ECO election, the total aggregate value of all Individual 
Accounts or portions of Plan Accounts to which ECO is applied must be $25,000 
or more. Distributions may not start earlier than the year the Participant 
attains age 70-1/2, or such later time when distributions must commence as 
specified under the Code, whichever is appropriate. 
    

Systematic Withdrawal Option 
   The Company will distribute a portion of the Individual or Participant's 
portion of the Plan Account, as directed by the Contract Holder, annually. 
The Company reserves the right to provide payments more frequently. 

   The annual minimum SWO distribution, or maximum SWO time period, will be 
determined, as directed by the Contract Holder, by a life expectancy factor 
from tables designated by the IRS. The factor will be based on either the 
Participant's life expectancy or the joint life expectancies of the 
Participant and Participant's spouse. Factors will be reduced by one for each 
distribution year. 

   
   At the time of SWO election, the total aggregate value of all Individual 
Accounts or portions of Plan Accounts to which SWO is applied must be $25,000 
or more. Distributions may not start earlier than the year the Participant 
attains age 70-1/2, or such later time when distributions must commence as 
specified under the Code, whichever is appropriate. 
    

   One of two methods of distribution may be elected: 

   (a) Specified Payment--payments of a designated dollar amount. The minimum 
specified payment is determined by dividing the value of the Individual or 
Participant's portion of the Plan Account by the life expectancy factor. The 
value of the Individual or Participant's portion of the Plan Account to be 
used in this calculation is the value on the December 31st prior to the year 
for which the payment is being made. The dollar amount chosen must be at 
least $250 annually but cannot be greater than 10% of the cash value applied 
to SWO. This amount will remain constant unless a higher amount is required 
under Code minimum distribution regulations. If a payment is less than the 
amount determined under the Code's minimum distribution regulations, the 
Company will calculate and pay the minimum distribution amount. 

   (b) Specified Period--payments for a designated time period. The specified 
period must be at least 10 years but 

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                                       9 
<PAGE>

no greater than the Participant's life expectancy factor. The first 
distribution must be at least $250. Each annual distribution is determined by 
dividing the Individual Account or total portions of the Plan Accounts' value 
by the number of years remaining in the elected period. The value to be used 
in this calculation is the value on the December 31st prior to the year for 
which the payment is being made. 

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

Annuity Period Elections 
   The Contract Holder must notify the Company in writing of the Annuity 
start date and Annuity Option elected. Until a date and option are elected, 
the Individual or Plan Account will continue in the Accumulation Period. 

   The Contract Holder may give written notice to the Company at least 30 
days before Annuity payments begin by electing or changing (a) the date on 
which Annuity payments are to start, (b) the Annuity option, (c) whether the 
payments are to be made monthly, quarterly, semiannually or annually, and (d) 
the investment option(s) used to provide Annuity payments (i.e., a fixed 
annuity using the general account, Aetna Variable Fund, Aetna Income Shares, 
Aetna Investment Advisers Fund, Inc., or any combination thereof). No other 
Funds may currently be used as investment options during the Annuity Period. 
Once Annuity Payments begin, the Annuity Option may not be changed, nor may 
transfers be made among funding options. 

   If Annuity payments are to be made on a variable basis (i.e., Aetna 
Variable Fund, Aetna Income Shares and/or Aetna Investment Advisers Fund, 
Inc. are chosen), the first and subsequent payments will vary depending on 
the assumed net investment rate (3-1/2% per annum, unless a 5% annual rate is 
elected). 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. 

   No election may be made that would result in a first Annuity payment of 
less than $20 or total yearly Annuity payments of less than $100. If the 
value of the Contract is insufficient to elect an option for the minimum 
amount specified, a lump-sum payment must be elected. 

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

   The retirement date and the Annuity Options available to Participants are 
normally established by the terms of the plan, subject to applicable 
provisions of the Code. 

   
   Generally, distributions for all Plan Participants other than 5% owners 
must begin no later than April 1 of the calendar year following the calendar 
year in which the Participant attains age 70-1/2, or retires, if later. For 
Participants who are 5% owners, such distributions must begin by April 1 of 
the calendar year following the calendar year in which the Participant 
attains age 70-1/2. 
    

   In determining the amount of benefit payments, the minimum distribution 
incidental death benefit rule described in IRS regulations* must be 
satisfied. This distribution rule does not apply if any of the Annuity 
Options under (b) below are elected with the spouse as the sole beneficiary. 
(See "Annuity Options.") 

   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. 

* This rule assures that any death benefits payable under the Plan are 
  incidental to the primary purpose of the Plan which is to provide 
  retirement benefits or deferred compensation to the Participant. The amount 
  to be distributed under this rule is determined based on the Participant's 
  age and tables contained in the IRS regulations. 

   The Participant will be subject to a 50% federal penalty tax on the amount 
of distribution required each year which is not distributed under the Code's 
minimum distribution rules. 

Annuity Options 

Lifetime: 

(a) Life Annuity--an Annuity with payments guaranteed to the date of the 
    Annuitant's death. This option may be elected with payments guaranteed 
    for 5, 10, 15 or 

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

   
    20 years or such other periods as we may offer at the time of 
    annuitization. Because it provides a specified minimum number of Annuity 
    payments, the election of a guaranteed payment period results in somewhat 
    lower payments. 
    

(b) Life Income Based Upon the Lives of Two Payees--An Annuity will be paid 
    during the lives of the Annuitant and a second Annuitant. Payments will 
    continue until both Annuitants have died. When this option is chosen, a 
    choice must be made of: 

  (i) 100% of the payment to continue after the first death; 

 (ii) 66-2/3% of the payment to continue after the first death; 

(iii) 50% of the payment to continue after the first death; 

 (iv) payments for a minimum of 120 months, with 100% of the payment to 
      continue after the first death; or 

  (v) 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 

   Because (iv) provides a specified minimum number of Annuity payments, the 
election of the guaranteed payment period results in somewhat lower payments. 

   Payments under any lifetime Annuity Option will be determined without 
regard to the sex of the Annuitant(s). Such Annuity payments will be based 
solely on the age of the Annuitant(s) 

   If a lifetime option is elected without a guaranteed minimum payment 
period, it is possible that only one Annuity payment will be made if the 
Annuitant under (a), or the surviving Annuitant under (b), should die prior 
to the due date of the second Annuity payment. 

   Once lifetime annuity payments begin, neither the Contract Holder nor the 
Annuitant can elect to receive a lump-sum settlement. 

Nonlifetime: 
   Payments for a Specified Period an Annuity with payments to be made for 3 
to 30 years, as selected. If this option is elected on a variable basis, the 
Contract Holder 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 3 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 
"Deferred Sales Charge.") This option is not available on a variable basis 
under a Contract which provides for immediate Annuity benefits. 

   The Company makes a daily deduction for mortality and expense risks from 
any Contract values held on a variable basis. (See "Mortality and Expense 
Risk Charges.") Therefore, electing the nonlifetime option on a variable 
basis will result in a deduction being made even though the Company assumes 
no mortality risk. 

   The Company may make available to Contact Holders and other payees 
optional methods of payment in addition to the Annuity Options described. 

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                                      11 
<PAGE>

                                DEATH BENEFIT 
 ============================================================================= 

Accumulation Period 
   At the direction of the Contract Holder, who in most plans is the 
beneficiary, a portion or all of any death proceeds may be (a) paid to the 
Participant's beneficiary under the Plan in a lump sum; (b) applied under any 
of the Annuity Options; (c) subject to applicable provisions of the Code, 
left in the variable investment options; or (d) subject to applicable 
provisions of the Code, left on deposit in the Company's general account with 
the Participant's beneficiary electing to receive monthly, quarterly, 
semiannual or annual interest payments at the interest rate then currently 
being credited on such deposits. (The balance on deposit can be withdrawn at 
any time or applied under any "Annuity Options.") Any lump-sum payment paid 
during the Accumulation Period or under the applicable lifetime or 
nonlifetime Annuity options will normally be made within seven calendar days 
after proof of death acceptable to the Company and a request for payment are 
received at the Company's Home Office. 

   Until the election of method of payment, amounts will remain invested as 
they were before the death, and the beneficiary will assume all rights under 
the Contract. The Code requires that distributions begin within a certain 
time period. If the Participant's beneficiary under the Plan is the surviving 
spouse, the Code allows a Plan to give the Participant's beneficiary until 
the Participant would have attained age 70-1/2 to begin Annuity payments or 
to receive a lump-sum distribution. If the Participant's beneficiary under 
the Plan is not the surviving spouse, Annuity payments must begin by December 
31 of the year following the year of death, or the entire value must be 
distributed by December 31 of the fifth year following the year of your 
death. In no event may payments to any beneficiary expend beyond the life of 
the beneficiary or any period certain greater than the beneficiary's life 
expectancy. If no elections are made concerning distribution, no 
distributions will be made. Failure to commence distribution within the above 
time periods can result in tax penalties. In no event may payments to any 
Participant's beneficiary extend beyond the life of the Participant's 
beneficiary or any period certain greater than the Participant's 
beneficiary's life expectancy. 

   
   If a lump-sum distribution is elected, the beneficiary will receive the 
value of the Contract determined as of the Valuation Period in which proof of 
death acceptable to us and a request for payment are received at the Home 
Office. If an Annuity Option is elected, the value applied to the Annuity 
Option is determined in the same manner as a lump-sum distribution; the 
amount of payout will depend on the annuity option elected and the investment 
option(s) used to provide such payments. (See "Annuity Period.") If amounts 
are left in the variable investment options, the Account Value will continue 
to be affected by the investment performance of the investment option(s) 
selected. If amounts are left on deposit in the general account, the 
principal amount is guaranteed by interest payments may vary. In general, 
regardless of the method of payment, payments received by your beneficiaries 
after your death are taxed in the same manner as if you had received those 
payments. (See "Tax Status.") 
    

Annuity Period 
   Should an Annuitant die after Annuity payments have begun, any death 
benefit payable will depend upon the terms of the Contract and the Annuity 
Option selected. 

   If lifetime option (a) or (b) was elected without a guaranteed minimum 
payment period under the Contract, Annuity payments will cease upon the death 
of the Annuitant under a Life Annuity or the death of the second Annuitant 
under options (b)(i)(ii), (iii), or (v). 

   Under the Contract, if lifetime option (a) or (b) was elected with a 
guaranteed minimum payment period and the death of the Annuitant under option 
(a) or the surviving Annuitant under option (b)(iv) occurs before the end of 
that period, the Company will pay to the designated beneficiary in lump sum, 
unless otherwise requested, the present value of the guaranteed Annuity 
payments remaining. Such value will be determined as of the Valuation Period 
in which proof of death acceptable to the Company and a request for payment 
are received at its Home Office. The value will be reduced by any payments 
made after the date of death. 

   If the nonlifetime option was elected under the Contract 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 and no deferred sales charge will be 
imposed. Such value will be determined as of the Valuation Period in which 
proof of death acceptable to the Company and a request for payment are 
received at the Home Office. 

   Any lump sum payment paid under the applicable lifetime or nonlifetime 
Annuity Options will normally be 

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

made within seven calendar days after proof of death, acceptable to us, and a 
request for payment are received at our Home Office. 

   Under the Code, if the Annuitant under a Plan dies after Annuity payments 
have begun and if there is a death benefit payable under the Annuity option 
elected, the remaining values must be distributed to the Participant's 
beneficiary under the Plan at least as rapidly as under the original method 
of distribution. 

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

Federal Tax Status of the Company 
   The Company is taxed as a life insurance company in accordance with the 
Code. For federal income tax purposes, the operations of the Separate Account 
form a part of the Company's total operations and are not taxed 
independently, although operations of the Separate Account are treated 
separately for accounting and financial statement purposes. Under the current 
provisions of the Code, the investment income and realized capital gains of 
the Separate Account (i.e., income and capital gains distributed to the 
Separate Account by the Funds) will not be taxable to the Company to the 
extent such amounts are credited to the Contracts. Based on this, no charge 
is being made currently to the Separate Account for federal income taxes. 
However, the Company reserves the right to make a deduction for federal 
income taxes attributable to the Contracts should such taxes be imposed in 
the future. 

   
Use of the Contract 
   There are two Contracts described in this Prospectus. One Contract is 
intended to provide retirement benefits to Participants under qualified Plans 
established by self- employed individuals (HR 10 Plans). The other Contract 
is designed for qualified tax-deferred retirement plans established by 
corporations (401 Plans). Some of the options and elections under the 
Contracts may not be available to Participants under the provisions of the 
Plans. 
    

Tax Status of Amounts Distributed Under the Contract 
   The following description of the federal income tax status of amounts 
distributed under the Contracts is not exhaustive and is not intended to 
cover all situations. Contract Holders and Participants should seek advice 
from their tax advisers as to the application of federal (and where 
applicable, state and local) tax laws to amounts received by them and by 
their beneficiaries under the Contracts. 

   The Code imposes a 10% penalty tax on the taxable portion of any 
distribution unless made when (a) the Participant has attained age 59-1/2, 
(b) the Participant has become disabled, (c) the Participant has died, (d) 
the Participant has attained age 55 and has separated from service with the 
Plan sponsor, (e) the distribution amount is rolled over into an Individual 
Retirement Annuity or Account ("IRA") in accordance with terms of the Code, 
or (f) the distribution amount is annuitized over the life or life expectancy 
of the Participant or the joint lives or life expectancies of the Participant 
and beneficiary, provided the Participant has separated from service with the 
Plan sponsor. In addition, the penalty tax is abated for the amount of a 
distribution equal to unreimbursed medical expenses incurred by the 
Participant that qualify for deduction as specified in the Code. 

   Whether the Participant elects a lump sum or Annuity payments, if a 
Participant has made after-tax contributions to the Plan, the Participant 
will have a cost basis (equal to such contributions) which can be recovered 
tax free from distributions from the Plan. 

   The Contract Holder, on behalf of a payee (a Participant, surviving 
spouse, and former spouse, if entitled to benefits under certain divorce 
orders) entitled to a distribution under this Contract on or after January 1, 
1993, may elect a direct rollover of an eligible rollover distribution. A 
direct rollover is the payment by the Company to another eligible retirement 
plan. The election of a direct rollover must be made in accordance with the 
Company's procedures. 

   An eligible rollover distribution is a distribution of all or any portion 
of an amount payable except for any distribution: (1) that is one of a series 
of equal payments (made at least once a year) for the life/life expectancy of 
the payee or payee and beneficiary, or for a period of ten years or more; (2) 
that is a required minimum distribution under Code Section 401(a)(9); and (3) 
any distribution or portion thereof that is not taxable. 

   If a direct rollover of an eligible rollover distribution is made, the 
Company must report the amount of the distribution to the IRS and the 
Participant, but is not required to withhold any federal or state income tax. 
If an eligible rollover distribution is paid to the payee (as defined 

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

above), the Company must withhold 20% federal income tax and any required 
state income tax. For taxable amounts that are not eligible rollover 
distributions, if payable to the Participant, he or she has the right to 
choose not to have federal income tax withheld. 

   If a Participant receives a payment prior to reaching age 59-1/2, and does 
not roll the payment over, in addition to the tax withholding, a 10% penalty 
tax on the taxable portion of the payment may apply (unless the payment is 
subject to an exception listed above). 

   Federal income and state taxes will be withheld from any payments paid 
directly to a Participant, unless instructed otherwise. The Company will 
report to the IRS the taxable portion of all distributions whether or not 
income taxes are withheld. 

   a. Accumulation Period 

   
   The Purchase Payments and investment results of the Separate Account 
credited to the value of the Contract are not taxable to Participants until 
distributed. Lump-sum payments will generally be taxed to Participants as 
ordinary income in the year received. Special provisions of the Code may 
afford more favorable tax treatment for lump-sum distributions under HR 10 
Plans or Corporate 401 Plans. 
    

   b. Annuity Period 

   Annuity payments will generally be fully taxable to Participants as 
ordinary income when received. 

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

   
Performance Reporting 
   From time to time, the Company may advertise different types of historical 
performance for the variable funding options under the Separate Account. The 
Company may advertise the "standardized average annual total returns," 
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 variable funding option and then related to the ending 
redeemable values over the most recent one, five and ten-year periods (or 
since inception, if less than ten years). Standardized returns will reflect 
the reduction of all recurring charges during each period (e.g., mortality 
and expense risk charges, annual maintenance fees, administrative expense 
charge (if any) and any applicable deferred sales charge). "Non-standardized 
returns" will be calculated in a similar manner, except that non-standardized 
figures will not reflect the deduction of any applicable deferred sales 
charge (which would decrease the level of performance shown if reflected in 
these calculations). The non-standardized figures may also include a monthly, 
quarterly, year-to-date and three-year periods. 

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

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

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

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

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

Modification of the Contract 
   The Company may modify the Contract when it deems an amendment 
appropriate, subject to the limitations described below, by giving written 
notice to the Contract Holder 30 days before the effective date of the 
change. The following Contract provisions may be considered material by the 
Company and cannot be changed without the approval of appropriate state or 
federal regulatory authorities: 

   (a) transfers among investment options; 

   (b) notification to the Contract Owner; 

   (c) conditions governing payments of withdrawal values; 

   (d) terms of Annuity options; 

   (e) death benefit payments; and 

   (f) maintenance fee provisions 

   However, changes to items (a) thorough (g) listed below will apply only to 
new Participants enrolled under a Contract after the effective date of the 
modification: 

   (a) the Annuity options, 

   (b) the contractual promise that no deduction will be made from Purchase 
       Payments for sales or administrative expenses, 

   (c) increasing the deferred sales charge, 

   (d) increasing the mortality and expense risk charges, 

   (e) increasing the administrative expense charge provision, if applicable, 

   (f) increasing the annual maintenance fee charge, and 

   
   (g) the maximum allocation and transfer fees. 
    

   If the Contract Holder has not accepted the proposed change at the time of 
the effective date, no new Participants may be enrolled under the Contract. 
However, additional Purchase Payments may continue to be made on behalf of 
Participants already enrolled under the Contract. 

   No change may effect any Annuity beginning before the effective date of 
such modification unless deemed necessary for the Plan or Contract to comply 
with the requirements of the Code or other laws and regulations affecting the 
Plan or Contract. 

Contract Holder Inquiries 
   A Contract Holder may direct inquiries to a local representative of the 
Distributor or may write directly to the Company at the address shown on the 
cover page of this prospectus. 

Telephone Transfers 
   The Participant automatically has the right to make transfers among Funds 
by telephone. The Company has enacted procedures to prevent abuses of 
Individual Account transactions via the 800 number. The procedures include 
requiring the use of a personal identification number (PIN) to execute 
transactions. The Participant is responsible for safeguarding his or her PIN, 
and for keeping account information confidential. If the Company fails to 
follow its procedures, it would be liable for any losses to the Participant's 
Individual Account resulting from the failure. To ensure authenticity, the 
Company records all calls on the 800 line. Note: all Individual Account 
information and transactions permitted are subject to the terms of the 
Plan(s). 

Transfer of Ownership; Assignment 
   Unless contrary to applicable law, assignment of the Contract or an 
Individual or Plan Account is prohibited. 

Legal Proceedings 
   We know of no material legal proceedings pending to which the Separate 
Account is party or which would materially affect the Separate Account. 

   
Legal Matters 
   The validity of the securities offered by this Prospectus has been passed 
upon by Counsel to the Company. 
    


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

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

                      General Information and History 
                      Variable Annuity Account C 
                      Offering and Purchase of Contracts 
                      Annuity Payments 
                      Sales Material and Advertising 
                      Independent Auditors 
                      Financial Statements of the Separate Account 
                      Financial Statements of Aetna Life Insurance and 
                      Annuity Company 

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

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

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

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

   During a specified period of time, amounts may be applied to any or all of 
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. 

   Withdrawals or transfers from a Guaranteed Term prior to the end of that 
Guaranteed Term may be subject to a Market Value Adjustment ("MVA"). An MVA 
reflects the change in the value of the investment due to changes in interest 
rates since the date of deposit. When interest rates increase after the date 
of deposit, the value of the investment decreases, and the MVA is negative. 
Conversely, when interest rates decrease after the date of deposit, the value 
of the investment increases, and the MVA is positive. It is possible that a 
negative MVA could result in the Contract Holder or, if applicable, the 
Participant receiving an amount which is less than the amount paid into GAA. 

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

   By notifying the Company at its Home Office at least 30 days before 
Annuity payments begin, the Contract Holder or, if permitted by the Plan, the 
Participant may elect to have amounts which have been accumulating under GAA 
transferred to one or more of the Funds available during the Annuity Period, 
to provide variable Annuity payments. GAA cannot be used as an investment 
option during the Annuity Period. 

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

Transfers 
   Amounts applied to a Guaranteed Term during a deposit period may not be 
transferred to any other funding option or to another Guaranteed Term during 
that deposit period or for 90 days after the close of that deposit period. 
Transfers are permitted from Guaranteed Terms of one Classification to 
available Guaranteed Terms of another Classification. The Company will apply 
an MVA to GAA transfers made before the end of a Guaranteed Term. Transfers 
of GAA values due to a maturity are not subject to an MVA and are not counted 
as one of the 12 free transfers of accumulated values in the Individual or 
Plan Account. 

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

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

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

   The Fixed Account is an investment option available during the 
Accumulation Period under the Contracts. The following summarizes material 
information concerning the Fixed Account that is offered as an option under 
the Contract. Additional information may be found in the Contract. Amounts 
allocated to the Fixed Account are held in the Company's general account that 
supports 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 this prospectus regarding 
the Fixed Account, however, may be subject to certain generally applicable 
provisions of the federal securities laws relating to the accuracy and 
completeness of the statements. Disclosure in this Appendix regarding the 
Fixed Account has not been reviewed by the SEC. 

Credited Interest Option Fixed Account 
   This option guarantees that amounts allocated to this option will earn the 
minimum interest rates specified in the Contract. (This minimum interest rate 
cannot be changed by the Company.) 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 this option, the Company assumes the risk of investment gain or loss by 
guaranteeing Net Purchase Payment values and promising a minimum interest 
rate and Annuity payment. 

   
   The Company may pay any Fixed Account withdrawal value in one lump sum to 
the Contract Holder if (a) the total of the current Fixed Account withdrawal 
and (b) the total of all Fixed Account withdrawals from the Contract within 
the past 12 calendar months is less than $250,000 for HR 10 Contracts, or 
$500,000 for Corporate 401 Contracts. However, if the total is equal to or 
greater than $250,000 for HR 10 Contracts, or $500,000 for Corporate 401 
Contracts, the Company will pay the Fixed Account withdrawal value in equal 
payments, with interest, over a period not to exceed 60 months. This interest 
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. 
In addition, under certain emergency conditions, the Company may defer 
payment (a) for a period of up to 6 months or (b) as provided by federal law. 
    

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

Mortality and Expense Risk Charges 
   The Fixed Account will reflect a compound interest rate credited by the 
Company. The interest rate quoted is an annual effective yield. The Company 
makes 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 option 
are allowed in each calendar year during the Accumulation Period. The amount 
which may be transferred may vary at the Company's discretion; however, it 
will never be less than 10% of the amount held under the Fixed Account. 

   By notifying the Company at its Home Office at least 30 days before 
Annuity payments begin, the Contract Holder or, if permitted by the Plan, the 
Participant may elect to have amounts which have been accumulating under the 
Fixed Account transferred to one or more of the Funds available during the 
Annuity Period, to provide variable Annuity payments. 

 ----------------------------------------------------------------------------- 
                                      18 







<PAGE>




                           VARIABLE ANNUITY ACCOUNT C
                                       OF
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY


   
              Statement of Additional Information dated May 1, 1997

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
                                 1-800-232-5422
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.......................................................6
Sales Material and Advertising.........................................7
Independent Auditors...................................................7
Financial Statements of the Separate Account........................ S-1
Financial Statements of Aetna Life Insurance and Annuity Company.... F-1
    

<PAGE>


                         GENERAL INFORMATION AND HISTORY

   
Aetna Life Insurance and Annuity Company (the "Company") is a stock life
insurance company which was organized under the insurance laws of the State of
Connecticut in 1976. Through a merger, it succeeded to the business of Aetna
Variable Annuity Life Insurance Company (formerly Participating Annuity Life
Insurance Company organized in 1954). As of December 31, 1996, the Company had
assets of $__ billion (subject to $___ billion of customer and other
liabilities, $___ billion of shareholder equity) which includes $___ billion in
assets held in the Company's separate accounts. The Company had $___ billion in
assets under management, including $__ billion in its mutual funds. As of
________________, it ranked among the top __% of all U.S. life insurance
companies by size. The Company is a wholly owned subsidiary of Aetna Retirement
Holdings, Inc., which is in turn a wholly owned subsidiary of Aetna Retirement
Services, Inc. and an indirect wholly owned subsidiary of Aetna Inc. The
Company is engaged in the business of issuing life insurance policies and
annuity contracts in all states of the United States. The Company's Home Office
is located at 151 Farmington Avenue, Hartford, Connecticut 06156.
    

In addition to serving as the principal underwriter and the depositor for the
Separate Account, the Company is also a registered investment adviser under the
Investment Advisers Act of 1940, and a registered broker-dealer under the
Securities Exchange Act of 1934. The Company provides investment advice to
several of the registered management investment companies offered as variable
investment options under the Contracts funded by the Separate Account (see
"Variable Annuity Account C" below).

Other than the mortality and expense risk charges and administrative expense
charge, if any, 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 variable investment options
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 variable options. 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:

   
                  Aetna Variable Fund
                  Aetna Income Shares
                  Aetna Variable Encore Fund
                  Aetna Investment Advisers Fund, Inc.
                  American Century VP Capital Appreciation (formerly TCI Growth)
    

Complete descriptions of each of the Funds, including their investment
objectives, policies, risks and fees and expenses, is 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 "Contract Purchase" and "Determining
Contract Value."

                                PERFORMANCE DATA

GENERAL

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

The standardized and non-standardized total return figures are computed
according to a formula in which a hypothetical initial Purchase Payment of
$1,000 is applied to the various variable investment options 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). 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.
    

                                       3

<PAGE>

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

AVERAGE ANNUAL TOTAL RETURN QUOTATIONS - Standardized and Non-Standardized

The tables shown below reflect the average annual standardized and
non-standardized total return quotation figures for the periods ended December
31, 1996 for the variable investment options available under the Contracts.
There are two sets of total return quotations shown below: one for HR 10
Contracts and one for Corporate 401 Contracts. The standardized returns for HR
10 Contracts assume a mortality and expense risk charge of 1.25%, a $30 annual
maintenance fee and a deferred sales charge for ten years. The standardized
returns for Corporate 401 Contracts assume a mortality and expense risk charge
of 1.19%, a $30 annual maintenance fee and a deferred sales charge for ten
years.

The non-standardized returns assume the same charges but do not include the
deferred sales charge. In both sets of tables, for those variable investment
options 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>


   
                                 HR 10 CONTRACTS

<TABLE>
<CAPTION>
                                         -------------------------------------------------------------------------------------------
                                                                                                                            FUND
         ($30 MAINTENANCE FEE)                     STANDARDIZED                          NON-STANDARDIZED                INCEPTION
                                                                                                                            DATE
- ------------------------------------------------------------------------------------------------------------------------------------
            INVESTMENT OPTION             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 Variable Index Plus Portfolio                                                                                     09/12/96
- ------------------------------------------------------------------------------------------------------------------------------------
 American Century VP Aggressive Growth
   (formerly TCI Growth)                                                                                                 11/20/87
- ------------------------------------------------------------------------------------------------------------------------------------
</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.



                             CORPORATE 401 CONTRACTS
<TABLE>
<CAPTION>

                                         -------------------------------------------------------------------------------------------
                                                                                                                            FUND
         ($30 MAINTENANCE FEE)                     STANDARDIZED                          NON-STANDARDIZED                INCEPTION
                                                                                                                            DATE
- ------------------------------------------------------------------------------------------------------------------------------------
           INVESTMENT OPTION             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 Variable Index Plus Portfolio                                                                                     09/12/96
- ------------------------------------------------------------------------------------------------------------------------------------
 American Century VP Aggressive Growth
   (formerly TCI Growth)                                                                                                 11/20/87
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

                                       5

<PAGE>


                                ANNUITY PAYMENTS

When Annuity payments are to begin, the value of the Account is determined using
Accumulation Unit Values as of the tenth Valuation Period 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 Date 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 Period to the
next; such fluctuations reflect changes in the net investment factor for the
appropriate Fund(s) (with a ten Valuation Period 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 Date.

EXAMPLE:

Assume that, at the date Annuity payments are to begin, there are 3,000
Accumulation Units credited under a particular Account and that the value of an
Accumulation Unit for the tenth Valuation Period 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 Period in 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 Fund is 1.0015000
as of the tenth Valuation Period 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 Period (assume such value to be
$13.504376) to produce an Annuity Unit value of $13.523359 for the Valuation
Period in which the second payment is due. 

                                       6

<PAGE>

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

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

   
                         SALES MATERIAL AND ADVERTISING
    

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

   
We may distribute sales literature that compares the percentage change in
Accumulation Unit values for any of the variable investment options 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
variable investment option being compared.

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

The Company may provide in advertising, sales literature, periodic publications
or other materials information on various topics of interest to current and
prospective Contract Holders or Participants. These topics may include the
relationship between sectors of the economy and the economy as a whole and its
effect on various securities markets, investment strategies and techniques (such
as value investing, market timing, dollar cost averaging, asset allocation,
constant ratio transfer and account rebalancing), the advantages and
disadvantages of investing in tax-deferred and taxable investments, customer
profiles and hypothetical purchase and investment scenarios, financial
management and tax and retirement planning, and investment alternatives to
certificates of deposit and other financial instruments, including comparison
between the Contracts and the characteristics of and market for such financial
instruments.
    

                              INDEPENDENT AUDITORS

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

                                       7
<PAGE>



                              FINANCIAL STATEMENTS


                           VARIABLE ANNUITY ACCOUNT C


                                      Index


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








        FINANCIAL STATEMENTS OF VARIABLE ANNUITY ACCOUNT C AND 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.75980-97                                    ALIAC Ed.  MAY 1997




<PAGE>



                           VARIABLE ANNUITY ACCOUNT C
                           PART C - OTHER INFORMATION

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

     (b) Exhibits
         (1)      Resolution of the Board of Directors of Aetna Life Insurance
                  and Annuity Company establishing Variable Annuity Account C(1)
         (2)      Not applicable
         (3.1)    Form of Broker-Dealer Agreement(2)
         (3.2)    Alternative Form of Wholesaling Agreement and Related Selling
                  Agreement(2)
         (4.1)    Form of Variable Annuity Contract (G-CDA-HF)(3)
         (4.2)    Form of Variable Annuity Contract (I-CDA-HD)(4)
         (4.3)    Form of Variable Annuity Contract (GIH-CDA-HB)
         (4.4)    Form of Variable Annuity Contract (IMT-CDA-HO)
         (4.5)    Form of Variable Annuity Contract (G-CDA-HD)(5)
         (4.6)    Form of Variable Annuity Contract (GIP-CDA-HB)(6)
         (4.7)    Form of Endorsement (EGAAE-IO) to Contract GIH-CDA-HB
         (4.8)    Form of Endorsement (EGISA-IA) to Contracts GIH-CDA-HB and
                  IMT-CDA-HO
         (4.9)    Form of Endorsement (EVPE-IC) to Contracts GIH-CDA-HB and
                  IMT-CDA-HO
         (4.10)   Form of Endorsement (EGE2MF5-IB) to Contract GIH-CDA-HB

<PAGE>

         (4.11)   Form of Endorsement (EGAWA-HC) to Contracts GIH-CDA-HB and
                  GIP-CDA-HB
         (4.12)   Form of Endorsement (EGAWGU-HC) to Contracts GIH-CDA-HB and
                  GIP-CDA-HB
         (4.13)   Form of Endorsement (ETCI-IB) to Contracts GIH-CDA-HB,
                  GIP-CDA-HB and IMT-CDA-HO 
         (4.14)   Form of Endorsement (EGP-MDRPM-96) to Contracts GIH-CDA-HB and
                  GIP-CDA-HB
         (4.15)   Form of Endorsement (EGP-MDRHF-96) to Contract G-CDA-HF
         (4.16)   Form of Endorsement (EGP-MDRHD-96) to Contract G-CDA-HD
         (4.17)   Form of Endorsement (EIP-MDRHD-96) to Contract I-CDA-HD
         (4.18)   Form of Endorsement (EIP-MDRPM-96) to Contract IMT-CDA-HO
         (4.19)   Form of Endorsement (ESVB-HB) to Contracts IMT-CDA-HO and
                  GIH-CDA-HB
         (4.20)   Form of Endorsement (EUSR-HC) to Contract IMT-CDA-HO
         (4.21)   Form of Endorsement (EGAWI-HC) to Contract IMT-CDA-HO
         (4.22)   Form of Endorsement (ERPH-HB) to Contract IMT-CDA-HO
         (4.23)   Form of Endorsement (EIECVT-HI) to Contract IMT-CDA-HO
         (4.24)   Form of Endorsement (ESF-GPHIMT-HD) to Contracts IMT-CDA-HO
                  and GIH-CDA-HB
         (4.25)   Form of Endorsement (EEIMEDH-IB) to Contract IMT-CDA-HO
         (4.26)   Form of Endorsement (EEGEDP-IB) to Contract GIH-CDA-HB
         (4.27)   Form of Endorsement (EPUMF-IC) to Contract GIH-CDA-HB
         (4.28)   Form of Endorsement (EGECVT-HI) to Contract GIH-CDA-HB
         (4.29)   Form of Endorsement (ERPH-HB) to Contract GIH-CDA-HB
         (4.30)   Form of Endorsement (EEIMEDH-IB) to Contract GIH-CDA-HB
         (4.31)   Form of Endorsement (EPAMAR-HD) to Contracts
                  GIH-CDA-HB and GIP-CDA-HB
         (5.1)    Form of Variable Annuity Contract Application (300-GPP-10)(7)
         (5.2)    Form of Variable Annuity Contract Application (200-IMC-HG)
         (6.1)    Certificate of Incorporation and By-Laws of Aetna Life
                  Insurance and Annuity Company(8) 
         (6.2)    Amendment of Certificate of Incorporation of Aetna Life
                  Insurance and Annuity Company(4)
         (7)      Not applicable
         (8)      Fund Participation Agreement between Aetna Life Insurance and
                  Annuity Company, Investors Research Corporation and TCI
                  Portfolios, Inc. dated July 29, 1992 and amended December 22,
                  1992 and June 1, 1994(2)
         (9)      Opinion of Counsel*
         (10.1)   Consent of Independent Auditors*
         (10.2)   Consent of Counsel*
         (11)     Not applicable
         (12)     Not applicable

<PAGE>

         (13)     Schedule for Computation of Performance Data(9)
         (14)     Not applicable
         (15.1)   Powers of Attorney(4)
         (15.2)   Authorization for Signatures(2)
         (27)     Financial Data Schedule*

*To be filed by amendment
1.   Incorporated by reference to Post-Effective Amendment No. 6 to Registration
     Statement on Form N-4 (File No. 33-75986), as filed electronically on April
     22, 1996.
2.   Incorporated by reference to Post-Effective Amendment No. 5 to Registration
     Statement on Form N-4 (File No. 33-75986), as filed electronically on April
     12, 1996.
3.   Incorporated by reference to Post-Effective Amendment No. 3 to Registration
     Statement on Form N-4 (File No. 33-75964), as filed on February 24, 1995.
4.   Incorporated by reference to Post-Effective Amendment No. 12 to
     Registration Statement on Form N-4 (File No. 33-75964), as filed
     electronically on February 11, 1997.
5.   Incorporated by reference to Post-Effective Amendment No. 6 to Registration
     Statement on Form N-4 (File No. 33-75982), as filed electronically on April
     22, 1996.
6.   Incorporated by reference to Post-Effective Amendment No. 2 to Registration
     Statement on Form N-4 (File No. 33-75984), as filed on April 28, 1995.
7.   Incorporated by reference to Post-Effective Amendment No. 2 to Registration
     Statement on Form N-4 (File No. 33-75980), as filed on April 28, 1995.
8.   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.
9.   Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
     Statement on Form N-4 (File No. 33-75990), as filed on April 25, 1994.



<PAGE>



Item 25.      Directors and Officers of the Depositor

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

Daniel P. Kearney          Director and President

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

Christopher J. Burns       Director and Senior Vice President

Laura R. Estes             Director and Senior Vice President

Gail P. Johnson            Director and Vice President

John Y. Kim                Director and Senior Vice President

Shaun P. Mathews           Director and Vice President

Glen Salow                 Director and Vice President

Creed R. Terry             Director and Vice President

Deborah Koltenuk           Vice President and Treasurer, Corporate Controller

Frederick D. Kelsven       Vice President and Chief Compliance Officer

Kirk P. Wickman            Vice President, General Counsel and Secretary


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

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

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

<PAGE>

     (b) See Item 25 regarding the Depositor.

     (c) Compensation as of December 31, 1996:

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

Name of                 Net Underwriting          Compensation on
Principal               Discounts and             Redemption or          Brokerage
Underwriter             Commissions               Annuitization          Commissions        Compensation*
- -----------             -----------               -------------          -----------        -------------
<S>                     <C>                       <C>                    <C>                <C>
Aetna Life Insurance                              $1,325,661                                $96,924,599
and Annuity Company
</TABLE>

*    Compensation shown in column 5 includes deductions for mortality and
     expense risk guarantees and contract charges assessed to cover costs
     incurred in the sales and administration of the contracts issued under
     Variable Annuity Account C.

Item 30.      Location of Accounts and Records

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

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

Item 31.      Management Services

     Not applicable

Item 32.      Undertakings

     Registrant hereby undertakes:

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

<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. 6 to its
Registration Statement on Form N-4 (File No. 33-75980) to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Hartford,
State of Connecticut, on the 12th 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. 6 to the Registration Statement on Form N-4 (File No. 33-75980) has been
signed by the following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                             Title                                                                  Date
- ---------                             -----                                                                  ----
<S>                                   <C>                                                            <C>
Daniel P. Kearney*                    Director and President                                         )
- ------------------------------------  (principal executive officer)                                  )
Daniel P. Kearney                                                                                    )
                                                                                                     )
Timothy A. Holt*                     Director, Senior Vice President and                             )   February
- -----------------------------------  Chief Financial Officer                                         )
Timothy A. Holt                                                                                      )    12, 1997
                                                                                                     )
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
         Attorney-in-Fact



<PAGE>


                           VARIABLE ANNUITY ACCOUNT C
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.            Exhibit                                                                        Page
- -----------            -------                                                                        ----
<S>                    <C>                                                                           <C>
99-B.1                 Resolution of the Board of Directors of Aetna Life Insurance and Annuity              *
                       Company establishing Variable Annuity Account C

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

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

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

99-B.4.2               Form of Variable Annuity Contract (I-CDA-HD)                                          *

99-B.4.3               Form of Variable Annuity Contract (GIH-CDA-HB)
                                                                                                      -----------------

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

99-B.4.5               Form of Variable Annuity Contract (G-CDA-HD)                                          *

99-B.4.6               Form of Variable Annuity Contract (GIP-CDA-HB)                                        *

99-B.4.7               Form of Endorsement (EGAAE-IO) to Contract GIH-CDA-HB
                                                                                                      -----------------

99-B.4.8               Form of Endorsement (EGISA-IA) to Contracts GIH-CDA-HB
                       and IMT-CDA-HO
                                                                                                      -----------------

99-B.4.9               Form of Endorsement (EVPE-IC) to Contracts GIH-CDA-HB
                       and IMT-CDA-HO
                                                                                                      -----------------

99-B.4.10              Form of Endorsement (EGE2MF5-IB) to Contract
                       GIH-CDA-HB
                                                                                                      -----------------

99-B.4.11              Form of Endorsement (EGAWA-HC) to Contract GIH-CDA-HB
                                                                                                      -----------------

99-B.4.12              Form of Endorsement (EGAWGU-HC) to Contracts
                       GIH-CDA-HB and GIP-CDA-HB
                                                                                                      -----------------

99-B.4.13              Form of Endorsement (ETCI-IB) to Contracts GIH-CDA-HB, GIP-CDA-HB and
                       IMT-CDA-HO
                                                                                                      -----------------

99-B.4.14              Form of Endorsement (EGP-MDRPM-96) to Contracts
                       GIH-CDA-HB and GIP-CDA-HB
                                                                                                      -----------------
<PAGE>

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

99-B.4.15              Form of Endorsement (EGP-MDRHF-96) to Contract
                       G-CDA-HF
                                                                                                      -----------------

99-B.4.16              Form of Endorsement (EGP-MDRHD-96) to Contract
                       G-CDA-HD
                                                                                                      -----------------

99-B.4.17              Form of Endorsement (EIP-MDRHD-96) to Contract
                       I-CDA-HD
                                                                                                      -----------------

99-B.4.18              Form of Endorsement (EIP-MDRPM-96) to Contract
                       IMT-CDA-HO
                                                                                                      -----------------

99-B.4.19              Form of Endorsement (ESVB-HB) to Contracts IMT-CDA-HO
                       and GIH-CDA-HB
                                                                                                      -----------------

99-B.4.20              Form of Endorsement (EUSR-HC) to Contract IMT-CDA-HO
                                                                                                      -----------------

99-B.4.21              Form of Endorsement (EGAWI-HC) to Contract IMT-CDA-HO
                                                                                                      -----------------

99-B.4.22              Form of Endorsement (ERPH-HB) to Contract IMT-CDA-HO
                                                                                                      -----------------

99-B.4.23              Form of Endorsement (EIECVT-HI) to Contract IMT-CDA-HO
                                                                                                      -----------------

99-B.4.24              Form of Endorsement (ESF-GPHIMT-HD) to Contracts
                       IMT-CDA-HO and GIH-CDA-HB
                                                                                                      -----------------

99-B.4.25              Form of Endorsement (EEIMEDH-IB) to Contract
                       IMT-CDA-HO
                                                                                                      -----------------

99-B.4.26              Form of Endorsement (EEGEDP-IB) to Contract GIH-CDA-HB
                                                                                                      -----------------

99-B.4.27              Form of Endorsement (EPUMF-IC) to Contract GIH-CDA-HB
                                                                                                      -----------------

99-B.4.28              Form of Endorsement (EGECVT-HI) to Contract GIH-CDA-HB
                                                                                                      -----------------

99-B.4.29              Form of Endorsement (ERPH-HB) to Contract GIH-CDA-HB
                                                                                                      -----------------

99-B.4.30              Form of Endorsement (EEIMEDH-IB) to Contract
                       GIH-CDA-HB
                                                                                                      -----------------

*Incorporated by reference
**To be filed by amendment


<PAGE>



Exhibit No.            Exhibit                                                                        Page
- -----------            -------                                                                        ----
99-B.4.31              Form of Endorsement (EPAMAR-HD) to Contracts
                       GIH-CDA-HB and GIP-CDA-HB
                                                                                                      -----------------

99-B.5.1               Form of Variable Annuity Contract Application (300-GPP-10)                            *

99-B.5.2               Form of Variable Annuity Contract Application (200-IMC-HG)
                                                                                                      -----------------

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

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

99-B.8                 Fund Participation Agreement between Aetna Life Insurance and Annuity                 *
                       Company, Investors Research Corporation and TCI Portfolios, Inc. dated July
                       29, 1992 and amended December 22, 1992 and June 1, 1994

99-B.9                 Opinion of Counsel                                                                    **

99-B.10.1              Consent of Independent Auditors                                                       **

99-B.10.2              Consent of Counsel                                                                    **

99-B.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 PARTS III AND IV.

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

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

Signed at Hartford, Connecticut on the Effective Date.

/s/ Louise L. McCormick                 /s/ William O. Bailey
                Secretary                              President



             GROUP VARIABLE OR FIXED DEPOSIT ADMINISTRATION CONTRACT
                                NON-PARTICIPATING

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


<PAGE>

                                 SPECIFICATIONS

PLAN

OWNER

GROUP CONTRACT NO.

EFFECTIVE DATE


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



Deduction from Deposit(s) -- The amount of the Net Deposit(s) applied to this
Contract will be the deposit(s) received by Aetna minus a deduction for premium
taxes, if any. (See section 3.01.)

Guaranteed Interest Rate -- There is a guaranteed interest rate for amounts held
in the General Account. Aetna may add interest daily at any higher rate. (See
sections 3.04 and 4.01.)

Surrender Fee -- There will be a charge deducted for early surrender. (See
section 3.13.)

Deductions From The Separate Account And The Funds -- Total deductions equal
1.5% on an annual basis. Once Annuity payments begin, if the dollar amount of
the Variable Annuity payments is not to decrease 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.

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

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.


                                       2

<PAGE>


                                TABLE OF CONTENTS

                             I. GENERAL DEFINITIONS

   1.01   Annuitant..........................................................5
   1.02   Annuity............................................................5
   1.03   Contract Year......................................................5
   1.04   Fixed Annuity......................................................5
   1.05   Fund(s)............................................................5
   1.06   General Account....................................................5
   1.07   Participant........................................................5
   1.08   Plan...............................................................5
   1.09   Separate Accounts..................................................5
   1.10   Valuation Period...................................................5
   1.11   Variable Annuity...................................................5

                             II. GENERAL PROVISIONS

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

                 III. DEPOSIT, RESERVE, AND SURRENDER PROVISIONS

   3.01   Net Deposit(s)......................................................8
   3.02   Defined Contribution Plan-- Individual Accounts.....................8
   3.03   Defined Benefit Plan................................................8
   3.04   Guaranteed Interest Rate -- General Account.........................9
   3.05   Record Units -- Separate Account....................................9
   3.06   Investment Increment Factors -- Separate Account....................9
   3.07   Record Unit Value -- Separate Account...............................9
   3.08   Contract Reserve...................................................11
   3.09   Active Life Fund...................................................11
   3.10   Transfer of Contract Reserves......................................11
   3.11   Notice to the Owner................................................11
   3.12   Sum Payable at Death (Before Annuity Payments Start)...............11
   3.13   Surrender Value....................................................12

                             IV. ANNUITY PROVISIONS

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

                                       3

<PAGE>

   4.07   Annuity Options....................................................14

                                       4
<PAGE>




                             I. GENERAL DEFINITIONS

1.01     ANNUITANT -- A Participant or beneficiary 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 people;

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

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

1.03     CONTRACT YEAR-- A period of 12 months beginning on the Effective Date
         or any anniversary of the Effective Date.

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

1.05     FUND(S) -- The open-end management investment companies (mutual funds)
         registered under the Investment Company Act of 1940 and made available
         by Aetna.

1.06     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.

1.07     PARTICIPANT -- A person for whom benefits are being funded under this
         Contract.

1.08     PLAN -- The employee benefit plan identified on the Specifications
         page. The term includes all written documents describing the Plan. The
         Plan is not a part of this Contract. Aetna is not bound by terms of the
         Plan.

1.09     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).

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

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




                                       5
<PAGE>


                             II. GENERAL PROVISIONS


2.01     Contract, Change of Contract

         This Contract constitutes the entire legal relationship between Aetna
         and the Owner. Only an authorized officer of Aetna may change any of
         the terms of this Contract. Aetna will notify the Owner in writing 30
         days in advance of the effective date of any change. Any change will
         not affect the amount or terms of any Annuity which begins prior to
         such change. Any change below will only apply to deposits made on
         behalf of Participants who become covered under this Contract on or
         after the effective date of such change.

         Any change that affects the Annuity Options, and the Tables for such
         Options, can only be made:

         (a)   no earlier than 12 months after the Effective Date of this 
               Contract; and

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

         Changes can be made at any time that affect the following provisions of
         this Contract:

         (a)   Net Deposit(s);             (d)  Investment Increment Factors;

         (b)   Guaranteed Interest Rate;   (e)  Surrender Value;

         (c)   Contract Reserve            (f)  Fund(s) Annuity Unit Value

         Any new Participants to be covered under this Contract on or after the
         effective date of any change will be subject to such change. This
         Contract is subject to change as required by federal or state law.

2.02.    Incontestability

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

2.03     Control of Contract and Individual Accounts

         All rights in this Contract rest with the Owner. The Contract Owner is
         entitled to all amounts held in the Active Life Fund (see section
         3.09). The Owner is entitled to make any choices allowed by this
         Contract with respect to Individual Accounts. 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. This Contract, and any Individual
         Accounts, are not subject to the claims of any creditors except to the
         extent permitted by law.

  2.04   Payments

         Aetna will make Annuity payments as and when due. Any other payments
         will be made by Aetna within 7 days of receipt of the written claim for
         payment, except as otherwise provided in section 3.13.



                                       6
<PAGE>


2.05     Individual Certificates

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

2.06     Designation of Beneficiary

         The beneficiary for each Participant shall be as named, or later
         changed, by the Owner.

2.07     Misstatements and Adjustments

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

2.08     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 law. Annuity tables for legal reserve
         valuation shall be as required by state law and may be different from
         the annuity tables used to determine annuity payments.

2.09     Replacement of Fund(s)

         Aetna, or the Separate Account(s) and the Fund(s), may:

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

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

         Such change or replacement must be:

         (1)   approved by a majority vote of persons having an interest in the
               Separate Account(s) 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(s).

         Aetna will notify the Owner of any such change or replacement.

2.10     Grace Period

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

2.11     Non-Participating Contract

         The Owner, Participants, or beneficiaries will not have a right to
         share in the earnings of Aetna.



                                       7
<PAGE>


                 III. DEPOSIT, RESERVE, AND SURRENDER PROVISIONS


3.01     Net Deposit(s)

         The Net Deposit is the actual deposit minus an amount required to pay
         premium taxes, if any. As a rule, Aetna will deduct the charge for
         premium taxes at the time Annuity benefits are purchased (see section
         4.01) rather than when deposits are received. If Aetna determines that
         it must pay a premium tax at any other time, it will deduct the charge
         from the Active Life Fund (see section 3.09) at that time.

3.02     Defined Contribution Plan -- Individual Accounts

         This section applies if the Plan is:

         (a)   a defined contribution plan (as defined in section 414(i) of the
               Internal Revenue Code); or

         (b)   an insurance contract plan (as defined in section 412(i) of the
               Internal Revenue Code).

         Aetna will maintain an Individual Account for each Participant.

         On the basis of information supplied by the Owner, Aetna will credit
         the Net Deposit(s) to such Accounts in either:

         (a)   the General Account;

         (b)   the Separate Account where they will be allocated to the Fund(s)
               as directed by the Owner; or

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

3.03     Defined Benefit Plan

         This section applies if the Plan is not one described in section 3.02.
         Aetna will maintain a Participant's Individual Account for each
         Participant into which Net Deposits resulting from employee deposits
         will be credited. All other Net Deposits will be held in a single Plan
         Account in the name of the Owner.

         On the basis of information supplied by the Owner, Aetna will credit
         the Net Deposit(s) to such Accounts in either:

         (a)   the General Account;

         (b)   the Separate Account where they will be allocated to the Fund(s)
               as directed by the Owner; or

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


                                       8
<PAGE>


3.04     Guaranteed Interest Rate -- General Account

         On Net Deposit(s) made to the General Account, Aetna will add interest
         daily at an annual rate no less than 4%. Aetna may add interest daily
         at any higher rate determined prospectively by its Board of Directors.
         This Guarantee does not apply to any amounts applied to the payment of
         an Annuity. (See section 4.01 for a description of any interest
         guarantee applying to Annuities.)

3.05     Record Units -- Separate Account

         The portion of the Net Deposit(s) applied to the Separate Account
         Fund(s) will determine the number of Record Units. This number is equal
         to the Net Deposit(s) divided by the Record Unit Value (see 3.07) for
         the Valuation Period when the Net Deposit is received.

3.06     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.

         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.

3.07     Record Unit Value -- Separate Account

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


                                       9
<PAGE>


3.08     Contract Reserve

         The Contract Reserve is equal to:

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

         (b)   General Account interest added by Aetna; plus

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

         (d)   a charge of $30 for each Participant on each anniversary of the
               Effective Date when the Plan is one described in section 3.02
               (a); or

         (e)   a charge determined as $30 times the number of Participants on
               the Effective Date made on each anniversary of the Effective Date
               when the plan is one described in section 3.03; minus

         (f)   any amounts previously surrendered.

3.09     Active Life Fund

         The Active Life Fund is the total Contract Reserve, minus those amounts
         applied to the payment of Annuities under Part IV of this Contract.

3.10     Transfer of Contract Reserves

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

3.11     Notice to the Owner

         Aetna will notify the Owner each year of:

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

         (b)   the number of record units; or

         (c)   the number of annuity units; and

         (d)   the value of a unit.

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

3.12     Sum Payable at Death (Before Annuity Payments Start)

         Aetna will pay to the beneficiary the value of the Individual Account
         in the case of a Defined Contribution Plan (see section 3.02), or the
         Participant's accrued benefit under the Plan in the case of a Defined
         Benefit Plan (see section 3.03), if:

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

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


                                       10
<PAGE>

         The sum paid in the case of a Defined Contribution Plan will be that
         portion of the Contract Reserve held in the Participant's Individual
         Account on the date the notice is received. In no event will the amount
         paid of the Individual Account Reserve from the General Account be less
         than the amount allocated from the Net Deposit(s) to the General
         Account for the Individual Account. Any additional amounts payable to
         the beneficiary will be as provided in the Plan. The beneficiary may
         choose to apply any sum payable at death under Annuity Options (see
         section 4.07). If no beneficiary is living at the death of the
         Participant, payment of any amount due will be made to the Owner.

3.13     Surrender Value

         The amount paid by Aetna upon the surrender of all or any portion of
         the Active Life Fund shall be reduced by a surrender fee. The surrender
         fee will be a percentage of the amount surrendered and will vary
         according to the number of Deposit Cycles completed. The number and
         amount of deposits to be made in a year is chosen by the Owner. A
         Deposit Cycle is completed when this number or amount of deposits has
         been made. The number of completed Deposit Cycles may not be greater
         than the whole years since the Effective Date. For each surrender from
         the Active Life Fund, the fee will be as follows:

                  Number of Deposit Cycles Completed           Fee

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

         No surrender fee is deducted when any portion of the Active Life Fund
         is paid:

         (a)   at the death of a Participant before annuity payments start; or

         (b)   as a premium for an annuity for a Participant.

         Aetna reserves the right to liquidate any surrender value with accrued
         interest in installments over a period not to exceed 60 months when the
         value of the Active Life Fund held in the General Account exceeds
         $500,000 and the Owner chooses to surrender:

         (a)   such value; or

         (b)   any portion in excess of 20% of such value within a 12-month
               period.

         Under certain emergency conditions, Aetna has the right to defer
         payment of any surrender value:

         (a)   for a period of up to 6 months (unless prohibited by state law);
               and

         (b)   as provided by federal law.


                                       11
<PAGE>


                             IV. ANNUITY PROVISIONS


4.01     Choices to be Made

         The Owner may tell Aetna to pay over any portion of the Contract
         Reserve (minus any charges for premium taxes) as a premium for an
         Annuity under Options 2, 3, 4, and 5 (see 4.07). 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 of the Fund(s) made available by
               Aetna; or

         (c)   any mix of these.

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

         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.

4.02     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.

4.03     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 a larger payment
         would result from applying the surrender value to a current Aetna
         single premium annuity, Aetna will make the larger payment.


                                       12
<PAGE>


4.04     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 then current commutation
         rate used by Aetna.

         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 then
         current commutation rate used by Aetna.

4.05     Fund(s) Annuity Units -- Separate Account

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

         (a)   the portion of the Contract 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 4.03) 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.

4.06     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 section 3.06) 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.

4.07     Annuity Options

         Option 1 -- Payment of Interest on Sum Left With Aetna -- This option
         may be used only by the beneficiary when the death of the Participant
         is before Aetna has started paying an Annuity. A portion or all of the
         sum due may be held in the General Account of Aetna at an annual
         interest 


                                       13
<PAGE>

         rate of 3 1/2%. Aetna may add interest daily at any higher rate. 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.


                                       14
<PAGE>


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



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

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

                          PAYMENTS FOR A STATED PERIOD

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


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

                          PAYMENTS FOR A STATED PERIOD

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

                                       15
<PAGE>


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

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

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

                                LIFE INCOME WITH

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

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

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

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

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

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

                                       16
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

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

                                       17
<PAGE>


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

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

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

<TABLE>
<CAPTION>
          Age of                                                     Age of Annuitant
          Second
         Annuitant             Male 45       Male 50       Male 55       Male 60       Male 65       Male 70       Male 75
    Male          Female      Female 50     Female 55     Female 60     Female 65     Female 70     Female 75
    ----          ------      ---------     ---------     ---------     ---------     ---------     ---------     ---------
<S>                 <C>          <C>           <C>           <C>           <C>           <C>           <C>           <C>  
     50             55           $4.10         $4.27         $4.43         $4.57         $4.69         $4.79         $4.86

     55             60            4.21          4.43          4.65          4.86          5.04          5.20          5.32

     60             65            4.30          4.57          4.86          5.15          5.43          5.68          5.88

     65             70            4.38          4.69          5.04          5.43          5.83          6.21          6.56

     70             75            4.44          4.79          5.20          5.68          6.21          6.78          7.33

     75             80            4.48          4.86          5.32          5.88          6.56          7.33          8.16

     80             85             -            4.91          5.41          6.03          6.82          7.80          8.95
</TABLE>

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

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

<TABLE>
<CAPTION>
          Age of                                                     Age of Annuitant
          Second
         Annuitant             Male 45       Male 50       Male 55       Male 60       Male 65       Male 70       Male 75
    Male          Female      Female 50     Female 55     Female 60     Female 65     Female 70     Female 75
    ----          ------      ---------     ---------     ---------     ---------     ---------     ---------
<S>                 <C>          <C>           <C>           <C>           <C>           <C>           <C>           <C>  
     50             55           $5.00         $5.16         $5.31         $5.44         $5.57         $5.67         $5.75

     55             60            5.11          5.31          5.51          5.71          5.90          6.06          6.19

     60             65            5.20          5.44          5.71          5.99          6.26          6.52          6.73

     65             70            5.28          5.57          5.90          6.26          6.65          7.04          7.38

     70             75            5.34          5.67          6.06          6.52          7.04          7.59          8.14

     75             80            5.38          5.75          6.19          6.73          7.38          8.14          8.96

     80             85             -            5.81          6.29          6.90          7.66          8.62          9.76
</TABLE>

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

                                       18
<PAGE>


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

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

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

<TABLE>
<CAPTION>
          Age of                                                     Age of Annuitant
          Second
         Annuitant             Male 45       Male 50       Male 55       Male 60       Male 65       Male 70       Male 75
    Male          Female      Female 50     Female 55     Female 60     Female 65     Female 70     Female 75
    ----          ------      ---------     ---------     ---------     ---------     ---------     ---------     ---------
<S>                 <C>          <C>           <C>           <C>           <C>           <C>           <C>           <C>  
     50             55           $4.51         $4.72         $4.94         $5.18         $5.44         $5.71         $6.00

     55             60            4.70          4.94          5.20          5.49          5.81          6.14          6.49

     60             65            4.90          5.18          5.49          5.84          6.23          6.65          7.09

     65             70            5.11          5.44          5.81          6.23          6.71          7.25          7.82

     70             75            5.34          5.71          6.14          6.65          7.25          7.93          8.69

     75             80            5.58          6.00          6.49          7.09          7.82          8.69          9.69

     80             85             -            6.28          6.84          7.53          8.39          9.47         10.77
</TABLE>

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

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

<TABLE>
<CAPTION>
          Age of                                                     Age of Annuitant
          Second
         Annuitant             Male 45       Male 50       Male 55       Male 60       Male 65       Male 70       Male 75
    Male          Female      Female 50     Female 55     Female 60     Female 65     Female 70     Female 75
    ----          ------      ---------     ---------     ---------     ---------     ---------     ---------
<S>                 <C>          <C>           <C>           <C>           <C>           <C>           <C>           <C>  
     50             55           $5.43         $5.62         $5.84         $6.08         $6.36         $6.65         $6.98

     55             60            5.62          5.84          6.10          6.38          6.70          7.06          7.44

     60             65            5.82          6.08          6.38          6.72          7.11          7.54          8.01

     65             70            6.06          6.36          6.70          7.11          7.58          8.12          8.71

     70             75            6.31          6.65          7.06          7.54          8.12          8.80          9.56

     75             80            6.59          6.98          7.44          8.01          8.71          9.56         10.56

     80             85             -            7.31          7.84          8.49          9.33         10.38         11.66
</TABLE>

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

                                       19
<PAGE>


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

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

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

<TABLE>
<CAPTION>
          Age of                                                     Age of Annuitant
          Second
         Annuitant             Male 45       Male 50       Male 55       Male 60       Male 65       Male 70       Male 75
    Male          Female      Female 50     Female 55     Female 60     Female 65     Female 70     Female 75
    ----          ------      ---------     ---------     ---------     ---------     ---------     ---------     ---------
<S>                 <C>          <C>           <C>           <C>           <C>           <C>           <C>           <C>  
     50             55           $4.75         $4.98         $5.24         $5.55         $5.91         $6.32         $6.79

     55             60            4.99          5.24          5.54          5.88          6.28          6.76          7.30

     60             65            5.26          5.55          5.88          6.27          6.73          7.27          7.90

     65             70            5.59          5.91          6.28          6.73          7.26          7.90          8.65

     70             75            5.96          6.32          6.76          7.27          7.90          8.67          9.57

     75             80            6.37          6.79          7.30          7.90          8.65          9.57         10.69

     80             85             -           7.30           7.88          8.59          9.49         10.61         12.00
</TABLE>

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

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

<TABLE>
<CAPTION>
          Age of                                                     Age of Annuitant
          Second
         Annuitant             Male 45       Male 50       Male 55       Male 60       Male 65       Male 70       Male 75
    Male          Female      Female 50     Female 55     Female 60     Female 65     Female 70     Female 75
    ----          ------      ---------     ---------     ---------     ---------     ---------     ---------     ---------
<S>                 <C>          <C>           <C>           <C>           <C>           <C>           <C>           <C>  
     50             55           $5.67         $5.89         $6.15         $6.47         $6.84         $7.29         $7.81

     55             60            5.91          6.15          6.44          6.78          7.20          7.70          8.28

     60             65            6.20          6.47          6.78          7.16          7.63          8.19          8.86

     65             70            6.54          6.84          7.20          7.63          8.16          8.80          9.58

     70             75            6.95          7.29          7.70          8.19          8.80          9.56         10.48

     75             80            7.42          7.81          8.28          8.86          9.58         10.48         11.60

     80             85             -            8.39          8.94          9.61         10.46         11.56         12.92
</TABLE>

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

                                       20
<PAGE>


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

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

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

<TABLE>
<CAPTION>
          Age of                                                     Age of Annuitant
          Second
         Annuitant             Male 45       Male 50       Male 55       Male 60       Male 65       Male 70       Male 75
    Male          Female      Female 50     Female 55     Female 60     Female 65     Female 70     Female 75
    ----          ------      ---------     ---------     ---------     ---------     ---------     ---------     ---------
<S>                 <C>          <C>           <C>           <C>           <C>           <C>           <C>           <C>  
     50             55           $4.10         $4.27         $4.42         $4.56         $4.68         $4.77         $4.83

     55             60            4.21          4.42          4.64          4.84          5.02          5.16          5.26

     60             65            4.30          4.56          4.84          5.12          5.38          5.61          5.78

     65             70            4.37          4.68          5.02          5.38          5.76          6.10          6.37

     70             75            4.42          4.77          5.16          5.61          6.10          6.58          7.00

     75             80            4.46          4.83          5.26          5.78          6.37          7.00          7.58

     80             85             -           4.86           5.33          5.88          6.55          7.29          8.02
</TABLE>

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

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

<TABLE>
<CAPTION>
          Age of                                                     Age of Annuitant
          Second
         Annuitant             Male 45       Male 50       Male 55       Male 60       Male 65       Male 70       Male 75
    Male          Female      Female 50     Female 55     Female 60     Female 65     Female 70     Female 75
    ----          ------      ---------     ---------     ---------     ---------     ---------     ---------     ---------
<S>                 <C>          <C>           <C>           <C>           <C>           <C>           <C>           <C>  
     50             55           $5.00         $5.15         $5.30         $5.43         $5.55         $5.64         $5.71

     55             60            5.10          5.30          5.50          5.69          5.87          6.01          6.12

     60             65            5.19          5.43          5.69          5.96          6.21          6.44          6.61

     65             70            5.27          5.55          5.87          6.21          6.57          6.90          7.17

     70             75            5.32          5.64          6.01          6.44          6.90          7.37          7.78

     75             80            5.36          5.71          6.12          6.61          7.17          7.78          8.34

     80             85             -            5.75          6.19          6.72          7.35          8.06          8.76
</TABLE>

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


                                       21
<PAGE>


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


             GROUP VARIABLE OR FIXED DEPOSIT ADMINISTRATION CONTRACT
                                NON-PARTICIPATING

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



                                       1




                                 SPECIFICATIONS


Contract Owner                              Contract No.

Annuitant                                   Date of Issue


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

Guaranteed Interest Rate - There is a guaranteed interest rate; Aetna may add
interest daily at any higher rate (see Guaranteed Interest Rate - General
Account provision in the Deposit, Reserve, and Surrender Provisions).

Annual Charge - There is a charge deducted annually (see Reserve provision in
the Deposit, Reserve, and Surrender Provisions).

Surrender Fee - There will be a surrender fee deducted for early surrender (see
Surrender Value provision in the Deposit, Reserve, and Surrender Provisions).

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 as stated below so that the dollar amount
of the Variable Annuity payments will not decrease: (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.

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

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.


                                       1
<PAGE>


                                TABLE OF CONTENTS

                                                                            Page

                               GENERAL DEFINITIONS

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

                               GENERAL PROVISIONS

1.     Contract................................................................5
2.     Incontestability........................................................5
3.     Ownership; Claims of Creditors..........................................5
4.     Beneficiary.............................................................5
5.     Misstatements and Adjustments...........................................5
6.     State Laws..............................................................5
7.     Replacement of Fund(s)..................................................6
8.     Grace Period............................................................6
9.     Non-Participating Contract..............................................6

                   DEPOSIT, RESERVE, AND SURRENDER PROVISIONS

1.     Net Deposit(s)..........................................................6
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.........................7
6.     Record Unit Value - Separate Account....................................8
7.     Reserve.................................................................8
8.     Transfer of Reserve.....................................................9
9.     Notice to the Owner.....................................................9
10.    Sum Payable at Death (Before Annuity Payments Start)....................9
11.    Surrender Value.........................................................9
12.    Table of Minimum Values - General Account..............................10

                               ANNUITY PROVISIONS

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


                                       2
<PAGE>




7.     Death of Annuitant/Beneficiary.........................................24





                                        3
<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 ANNUITY3y - 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 and made available
         by Aetna.

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


                                       4
<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.

         This Contract is non-transferable and may not be sold, assigned,
         discounted, or pledged to other than Aetna.

         It is not subject to the claims of any creditors except to the extent
         permitted by law.

4.       Beneficiary

         The beneficiary shall be as stated on the application, or as later
         changed by the Owner.

5.       Misstatements and Adjustments

         If the age, sex, or any relevant fact 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. Annuity Tables for Reserve Valuation
         shall be as required by such state laws, and may be different from the
         Annuity Table used to determine Annuity Payments.



                                       5
<PAGE>

7.       Replacement of Fund(s)

         Aetna, or the Separate Account(s) and the Fund(s), may:

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

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

         Such change or replacement must be:

         (1)   approved by a majority vote of persons having an interest in the
               Separate Account(s) 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(s).

         Aetna will notify the Owner of any such change or replacement.

8.       Grace Period

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

9.       Non-Participating Contract

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

                   DEPOSIT, RESERVE, AND SURRENDER PROVISIONS

1.       Net Deposit(s)

         The Net Deposit is the actual deposit minus a charge to pay premium
         taxes, if any. As a rule, Aetna will take this charge out of 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.


                                       6
<PAGE>

2.       Credit of Net Deposit(s)

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

         (a)   the General Account;

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

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

3.       Guaranteed Interest Rate - General Account

         On the Net Deposit(s) made to the General Account, Aetna will add
         interest daily at an annual rate no less than 4% before annuity
         payments start. (See Annuity Provisions for rate after annuity payments
         start).

         Aetna may add interest daily at any higher rate. Such higher rate will
         be at an annual rate determined prospectively from time to time by the
         Board of Directors.

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.

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


                                       7
<PAGE>

         (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.

7.       Reserve

         The Reserve is equal to:

         (a)   the Net Deposit(s) 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); minus

         (d)   a charge of $20 on each anniversary of the Date of Issue of this
               Contract; and minus

         (e)   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 


                                       8
<PAGE>

         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 Annuitant dies before Annuity payments start; and

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

         If no beneficiary is living when the Annuitant dies, payment will be
         made to the estate of the Owner, or the Owner if not the Annuitant. 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).

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 number of Deposit Cycles completed. The
         number and amount of deposits to be made in a year is chosen by the
         Owner. A Deposit Cycle is completed when this number or amount of
         deposits has been made. The number of completed Deposit Cycles may not
         be greater than the number of whole years since the Date of Issue of
         this Contract. For each surrender the charge will be as follows:


                                       9
<PAGE>

                      Number of Deposit Cycles Completed        Charge

                      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 such charge shall be applied:

         (a)   When the Annuitant dies; or

         (b)   When an annuity option is elected and when the right under the
               Annuity Option to receive the present value of the Annuity is not
               exercised within a 3 year period after the start of payments.

         In no event, however, will the charge on a total surrender of this
         Contract exceed 9% of the actual deposits.

         Under certain emergency conditions, Aetna has the right to defer
         payment of any surrender value:

         (a)   for a period of 6 months as provided by state law; and

         (b)   as provided by federal law.

12.      Table of Minimum Values - General Account

         The Values in the following Table only apply to Annual Deposits of
         exactly $1,000 credited by Aetna to the General Account. Values would
         be different for other modes of Deposits, Deposits in an amount other
         than $1,000, Deposits not made when due, prior partial surrenders, or
         if Aetna adds interest at a rate greater than the Guaranteed Interest
         Rate.

         The Surrender Value assumes that a Deposit of exactly $1,000 is
         credited by Aetna and applied at the Guaranteed Interest Rate in the
         General Account at the beginning of the first contract year and each
         contract year thereafter. The charge referred to in the Reserve
         provision is deducted. The applicable surrender charge in the Surrender
         Value provision is deducted.


                                       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              $ 1,020            $ 969               16            $ 22,261          $ 21,816
        2               2,081             1,977               17              24,171            23,688
        3               3,184             3,025               18              26,158            25,635
        4               4,331             4,115               19              28,224            27,660
        5               5,524             5,304               20              30,373            29,766
        6               6,765             6,495               25              42,478            41,629
        7               8,056             7,815
        8               9,398             9,117               30              57,206            56,063
        9               10,794            10,579
       10               2,246             12,001              35              75,124
       11               3,756             13,481              40              96,925
       12               15,326            15,020
       13               16,959            16,620              45             123,448
       14               18,658            18,285
       15               20,424            20,016              50             155,719
</TABLE>


                                       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). (See Other Terms of Annuity Options provision). 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 Fund(s) made available by Aetna; or

         (c)   any mix of these.

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

         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 Value on the
         due date of each payment.


                                       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 - General Account
         - 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 a level 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).


                                       13
<PAGE>

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

         Where there is a right under Federal Securities Law to 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).


                                      


                                       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>


                                       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.




                                       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%

                                LIFE INCOME WITH
<TABLE>
<CAPTION>
              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.


                                       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%

                                LIFE INCOME WITH
<TABLE>
<CAPTION>
              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.



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

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

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


                                       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.

                                       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.

                                       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.


                                       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.

                                       23
<PAGE>


5.       Special Terms Under Annuity Options

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

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

6.       Other Terms of Annuity Options

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

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

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

         (b)   a 6 year age reduction for females.

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

         If Fixed Annuity Options 3, 4, or 5 are chosen and a larger payment
         would result from applying the Surrender Value to a current Aetna
         single premium immediate annuity, Aetna will make the larger payment.

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 Owner,
         or the Owner if not 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.







                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

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

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

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

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

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

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

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

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

(2)    Guaranteed Term (Term) - The period of time for which interest rates are
       guaranteed on Net Purchase Payment(s) and on transfers made into a
       Deposit Period of the GA Account. Terms are offered at Aetna's discretion
       for various lengths of time ranging up to and including ten years.

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

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

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


                                       1
<PAGE>

       During a Deposit Period, Aetna may make available one or more Terms
       within a Classification. The Owner has the option to allocate Net
       Purchase Payment(s) and transfers into any or all of the available
       Deposit Period Terms. If no specific direction is given, Net Purchase
       Payment(s) and transfers will go into available Terms on a pro rata basis
       within the Classification(s) previously chosen by the Owner. At least one
       Term in the Short Term Classification will be available each Deposit
       Period.

(4)    Guaranteed GA Account Interest Rates (Guaranteed Rates) - Aetna will
       declare all interest rate(s) applicable to a specific Term at the start
       of the Deposit Period for that Term. These rate(s) are guaranteed by
       Aetna for that Deposit Period and the ensuing Term and are not based on
       the actual investment experience of the underlying assets in the GA
       Account. The Guaranteed Rates are annual effective yields. The interest
       is credited daily at a rate that will produce the guaranteed annual
       effective yield over the period of a year. No annual rate will ever be
       less than 4%.

       For Terms of one year or less, one Guaranteed Interest Rate is set and
       announced for that full Term. For other Terms, there may be two or more
       rates. The rate(s) will be set and announced prior to the Deposit Period
       for that Term and will not be subject to change.

(5)    Withdrawals from GA Account - Full or partial surrenders may be requested
       at any time from the GA Account. However, amounts withdrawn prior to the
       Maturity Date of a Term to satisfy a surrender request may be subject to
       an MVA (see (7) below).

       Full and partial surrenders are satisfied by withdrawing amounts from
       each of the Fund(s), the Fixed Account, the GA Account Short Term
       Classification and the GA Account Long Term Classification on a pro rata
       basis. However, the Owner or Participant, as applicable, may specify a
       particular order in which investment options will be liquidated in order
       to satisfy a partial surrender request.

       For purposes of withdrawals, Terms within the GA Account Short Term and
       Long Term Classifications are considered as two separate investment
       options. Any withdrawal which is a surrender will be subject to the
       Maintenance Fee and Surrender Fee as appropriate. Also, amounts will be
       removed within a GA Account Classification starting with the Term still
       in effect with the oldest Deposit Period.

       Amounts may be transferred at any time subject to Contract specifications
       (see (9) below). Amounts transferred prior to the Maturity Date of a Term
       are subject to an MVA (see (7) below). Fund(s) will be removed within the
       elected Classification starting with the Term still in effect with the
       oldest Deposit Period.


                                       2
<PAGE>

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

       (a)   A full or partial surrender;

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

       (c)   The Sum Payable at Death provision.

(6)    Maturity Date/Reinvestment - For all GA Account Term(s) existing as of
       the effective date of this endorsement in addition to GA Account Term(s)
       announced subsequent to that date, the Owner or Participant, as
       applicable, will be mailed a notice at least 18 calendar days before a
       Term's Maturity Date. This notice will contain the current Deposit
       Period's Guaranteed Rate(s), Term(s) and a projected Matured Term Value.

       The Matured Term Value may be surrendered or transferred on the Term's
       Maturity Date without an MVA. If no specific direction is given by the
       Owner or Participant, as applicable, prior to the Maturity Date, each
       Matured Term Value will be reinvested in a Term of the same duration. In
       the event that a Term of the same duration is unavailable, each Matured
       Term Value will automatically be reinvested in the next shortest Term
       available in the same Classification during the then current Deposit
       Period. If however, only one Term is available within the Classification,
       then the Matured Term Value will automatically be reinvested in that
       Term. Within two business days after the Maturity Date, the Owner or
       Participant, as applicable, will be mailed a confirmation statement. This
       statement will state the Terms and Guaranteed Rates which will apply to
       the reinvested Matured Term Value.

       During the calendar month following the Term's Maturity Date, one
       exception is allowed to the 90 day transfer restriction and MVA under (5)
       and (7). This exception is applicable to each Matured Term Value plus any
       interest accrued thereon, provided no part of the Matured Term Value was
       transferred on the Maturity Date.

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


                                       3
<PAGE>

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

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

       If no such notification is given, the Matured Term Value will remain
       subject to the terms and conditions of the new Term. All surrender and
       transfer requests will be processed as of the date they are received in
       good order at Aetna's Home Office.

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

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

       (a)   A transfer;

       (b)   A full or partial surrender; or

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

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

       The market value adjusted amount will be equal to the amount withdrawn
       multiplied by the following ratio:

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

Where: i is the Deposit Yield
       j is the Current Yield
       x is the number of days remaining, (computed from Wednesday of the
       week of withdrawal) in the Guaranteed Term.

The Deposit Period Yield will be determined as follows:

(bullet)    At the close of the last business day of each week of the Deposit
            Period, a yield will be computed as the average of the yields on
            that day of U.S. Treasury Notes which mature in the last three
            months of the Guaranteed Term.

                                       4
<PAGE>

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

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

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

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

(bullet)    The aggregate MVA amount which is the sum of all market value
            adjusted amounts calculated due to a withdrawal of amounts (for
            surrender or transfer) from Terms prior to the end of those Terms.
            The aggregate MVA may be either positive or negative; or

(bullet)    The applicable portion of the Current Value in the GA Account.

After the six month period, the surrender or transfer will be the aggregate MVA 
amount (i.e. including all MVAs).

The greater of the aggregate MVA amount or the applicable portion of the Current
Value in the GA Account is applied to amounts withdrawn from the GA Account for
payment of a premium under Annuity Options 3 or 4.

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

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

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

                                       5
<PAGE>

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

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

       (a)   To any other allowable Fund;

       (b)   To the Fixed Account; or

       (c)   To Terms of the GA Account available in the current Deposit Period.

       Amounts in a specific GA Account Term cannot be transferred to the
       Deposit Period of another Term within the same Classification except at
       the Term's maturity (see (6)).

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

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

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

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




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


                                       6



                    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



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

The Contract is hereby endorsed.

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

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

Endorsed and made a part of the Contract.





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



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT


This Contract is hereby endorsed as follows:

Add to Section I.  GENERAL DEFINITIONS  the following paragraph:

         Good Order: An authorized Participant or Contract Holder instruction to
         Aetna is in Good Order when given with such clarity and completeness
         that Aetna is not required to exercise any discretion, utilizing such
         forms as Aetna may require.

Section 3.08 Contract Reserve - add the following paragraphs to the end of
subsection (d) as follows:

         If Aetna maintains two Individual Accounts for each Participant (see
         3.02), one annual $30 charge will apply for the two Individual
         Accounts. Unless instructed otherwise by the Contract Owner, the charge
         will apply to the Individual Account used for crediting employer
         deposits. If the Reserve is insufficient, the charge will be deducted
         from the Individual Account used for crediting employee deposits.

         Aetna agrees to waive the annual charge for a Participant on the
         Contract Year anniversary whenever:

         (a)   The Reserve of all the Participant's Individual Accounts is less
               than $100; or

         (b)   The initial Net Deposit is credited to an Individual Account of a
               newly enrolled Participant within 90 calendar days of the
               Contract Year anniversary.

         The annual charge may be paid separately by the Contract Owner to
         Aetna. If this option is requested, a notice will be mailed to the
         Owner on the Contract Year anniversary. If it is not paid by the Owner
         by the thirtieth (30th) calendar day following the Contract Year
         anniversary, the charge will be deducted from each Participant's
         Individual Account. Unless the Owner requests a reinstatement of the
         notice, the annual charge will continue for all subsequent Contract
         Years.

         The Contract Owner may be eligible for a $5 annual charge reduction per
         Plan Participant, providing that both of the following conditions are
         met:

         (a)   There must be 25 or more active Participants enrolled under the
               Contract.


<PAGE>

         (b)   The Contract Owner must sign an agreement to remit electronic
               data, in a format acceptable to Aetna, for crediting employer
               and/or employee Net Deposits to the Participant Individual
               Accounts. This agreement is revocable at Aetna's discretion, if
               the electronic data is determined not to be in Good Order.

Section 3.08 Contract Reserve - add the following paragraph to the end of
subsection (e) as follows:

         The annual charge may be paid separately by the Contract Owner to
         Aetna. If this option is requested, a notice will be mailed to the
         Owner on the Contract Year anniversary. If it is not paid by the Owner
         by the thirtieth (30th) calendar day following the Contract Year
         anniversary, the charge will be deducted from the unallocated Plan
         Account. Unless the Owner requests a reinstatement of the notice, the
         annual charge will continue for all subsequent Contract Years.


Endorsed and made part of this Contract effective June 1, 1992.



                                /s/ Laura R. Estes
                                Senior Vice President, ALIAC Pensions
                                Aetna Life Insurance and Annuity Company




                                       2


                                     Aetna Life Insurance and Annuity Company

                                                    ENDORSEMENT

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

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

(2)    without deduction of any charge; and

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

(4)    allowed once during each calendar year;

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

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

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

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

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




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




                    Aetna Life Insurance and Annuity Company

                                   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 Contract Reserves held in the General Account;

(2)    without deduction of any charge; and

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

(4)    allowed once during each calendar year;

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

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

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

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

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




                                                     /s/ William O. Bailey
                                                     President





                    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.

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




                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT


The Contract is hereby endorsed as follows:



     The following Section under GENERAL PROVISIONS is amended as follows:

     The following paragraph is added to the end of Control of Contract and
     Individual Accounts or Data to be furnished Aetna, as applicable:

     Any payment(s) made under this Contract to other than the Contract Owner
     must be in compliance with the provisions of the Retirement Equity Act of
     1984 (REA). At the time payment is requested or an Annuity Option is
     elected by the Contract Owner, Aetna will require the Contract Owner to
     certify the payment option is elected in compliance with REA. In the
     absence of such certification, payment will be made to the Contract Owner.
     For Designation of Beneficiary the current provision is deleted and
     replaced with the following: The beneficiary shall be the Contract Owner.

     The following condition is added to the RETIREMENT ANNUITY PROVISIONS or
     the ANNUITY PROVISIONS of the Contract as follows:

         The Contract Owner may tell Aetna, on behalf of a Participant, to pay
         all or any portion of the Participant's value in the Contract (minus
         any premium tax) as a premium for an Annuity Option.

         Required Distribution to Participant: Distribution to the Participant
         must begin in the form of periodic payments no later than the April 1
         following the calendar year in which the Participant attains age 70
         1/2, or such later age as may be allowed under federal law or
         regulations. In lieu of an Annuity election, the Contract Owner may
         direct Aetna to make a lump sum payment. In no event may any Annuity
         Option extend beyond:

         a)    The life of the Annuitant;

         b)    The lives of the Annuitant and the Annuitant's beneficiary under
               the Plan;

         c)    Any certain period greater than the Annuitant's life expectancy
               as determined according to regulations under Code Section
               401(a)(9); or

         d)    Any certain period greater than the life expectancy of the
               Annuitant and the Annuitant's beneficiary under the Plan, as
               determined according to regulations under Code Section 401(a)(9).

         In no event may payments to the Participant's beneficiary under the
     Plan under an Annuity Option extend beyond:

         a)    The life of the Participant's beneficiary determined as of the
               date payments are to commence; or

         b)    Any certain period greater than the Participant's beneficiary's
               life expectancy as determined by regulations under Code Section
               401(a)(9).



     RETIREMENT ANNUITY PROVISIONS or ANNUITY PROVISIONS: Add to the Joint and
     Last Survivor Annuity or Life Income for Two Payees Option a new subsection
     as follows:

         100% of the payment to continue to the survivor if the survivor is the
     Annuitant and 50% of the payment to continue to the survivor if the
     survivor is the second Annuitant.


                                       1
<PAGE>

                           LIFE INCOME FOR TWO PAYEES

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

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

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

                             Age of Second Annuitant

<TABLE>
<CAPTION>
     Age
     of
  Annuitant       45        50         55        60         65        70         75        80         85
  ---------       --        --         --        --         --        --         --        --         --
<S>             <C>        <C>       <C>        <C>       <C>        <C>       <C>        <C>        <C>   
     45         $3.86      $3.89     $3.93      $3.94     $3.96      $3.97     $3.98      $ 3.98     $ 3.98
     50          4.02       4.10      4.15       4.18      4.21       4.23      4.24        4.25       4.26
     55          4.22       4.31      4.42       4.48      4.53       5.57      4.59        4.61       4.61
     60          4.43       4.56      4.70       4.84      4.93       4.99      5.04        5.07       5.09
     65          4.69       4.84      5.02       5.22      5.42       5.54      5.63        5.69       5.73
     70          4.99       5.17      5.39       5.65      5.93       6.23      6.40        6.52       6.60
     75          5.33       5.54      5.82       6.14      6.52       6.95      7.40        7.64       7.81
     80          5.70       5.96      6.29       6.69      7.17       7.75      8.41        9.08       9.45
     85          6.07       6.38      6.75       7.24      7.84       8.59      9.49       10.51      11.50
</TABLE>

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

                             Age of Second Annuitant

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


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

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

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



                                        2


                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT


The Contract is hereby endorsed as follows:



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

         The Contract Holder may tell Aetna, on behalf of a Participant, to pay
         all or any portion of the Participant's Current Value (minus any
         premium tax) as a premium for an Annuity under Option 2, 3, or 4 (see
         4.06).

         Required Distribution to Participant: Distribution to the Participant
         must begin in the form of periodic payments no later than the April 1
         following the calendar year in which the Participant attains age 70
         1/2, or such later age as may be allowed under federal law or
         regulations. In lieu of an Annuity election, the Contract Holder may
         direct Aetna to make a lump sum payment. In no event may any Annuity
         Option extend beyond:

         a)    The life of the Annuitant;

         b)    The lives of the Annuitant and the Annuitant's beneficiary under
               the Plan;

         c)    Any certain period greater than the Annuitant's life expectancy
               as determined according to regulations under Code Section
               401(a)(9); or

         d)    Any certain period greater than the life expectancy of the
               Annuitant and the Annuitant's beneficiary under the Plan, as
               determined according to regulations under Code Section 401(a)(9).

In no event may payments to the Participant's beneficiary under the Plan under
an Annuity Option extend beyond:

         a)    The life of the Participant's beneficiary determined as of the
               date payments are to commence; or

         b)    Any certain period greater than the Participant's beneficiary's
               life expectancy as determined by regulations under Code Section
               401(a)(9).



Add to Section 4.06 Annuity Options: Option 4 -- Life Income for Two Payees, the
following as subsection (e):

         e)    100% of the payment to continue to the survivor if the survivor
               is the Annuitant and 50% of the payment to continue to the
               survivor if the survivor is the second Annuitant.


                                       1
<PAGE>

                           LIFE INCOME FOR TWO PAYEES

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

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

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

                             Age of Second Annuitant

<TABLE>
<CAPTION>
     Age
     of
  Annuitant       45        50         55        60         65        70         75        80         85
  ---------       --        --         --        --         --        --         --        --         --
<S>             <C>        <C>       <C>        <C>       <C>        <C>       <C>        <C>        <C>   
     45         $3.86      $3.89     $3.93      $3.94     $3.96      $3.97     $3.98      $ 3.98     $ 3.98
     50          4.02       4.10      4.15       4.18      4.21       4.23      4.24        4.25       4.26
     55          4.22       4.31      4.42       4.48      4.53       5.57      4.59        4.61       4.61
     60          4.43       4.56      4.70       4.84      4.93       4.99      5.04        5.07       5.09
     65          4.69       4.84      5.02       5.22      5.42       5.54      5.63        5.69       5.73
     70          4.99       5.17      5.39       5.65      5.93       6.23      6.40        6.52       6.60
     75          5.33       5.54      5.82       6.14      6.52       6.95      7.40        7.64       7.81
     80          5.70       5.96      6.29       6.69      7.17       7.75      8.41        9.08       9.45
     85          6.07       6.38      6.75       7.24      7.84       8.59      9.49       10.51      11.50
</TABLE>

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

                             Age of Second Annuitant

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


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

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

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



                                        2


                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT


The Contract is hereby endorsed as follows:



Section 5.02 Allocated Pension or Profit Sharing Plan and 5.03 Unallocated
Pension or Profit Sharing Plan is amended as follows:

Add the following paragraph to the end of part (b): Any payment(s) made under
this Contract to other than the Contract Holder must be in compliance with the
provisions of the Retirement Equity Act of 1984 (REA). At the time payment is
requested or an Annuity Option is elected by the Contract Holder, Aetna will
require the Contract Holder to certify the payment option is elected in
compliance with REA. In the absence of such certification, payment will be made
to the Contract Holder. Part (c) is deleted and replaced with the following
provision: The beneficiary shall be the Contract Holder.

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

         The Contract Holder may tell Aetna, on behalf of a Participant, to pay
         all or any portion of the Participant's Current Value (minus any
         premium tax) as a premium for an Annuity under Option 2, 3, 4, or 5.

         Required Distribution to Participant: Distribution to the Participant
         must begin in the form of periodic payments no later than the April 1
         following the calendar year in which the Participant attains age 70
         1/2, or such later age as may be allowed under federal law or
         regulations. In lieu of an Annuity election, the Contract Holder may
         direct Aetna to make a lump sum payment. In no event may any Annuity
         Option extend beyond:

         a)    The life of the Annuitant;

         b)    The lives of the Annuitant and the Annuitant's beneficiary under
               the Plan;

         c)    Any certain period greater than the Annuitant's life expectancy
               as determined according to regulations under Code Section
               401(a)(9); or

         d)    Any certain period greater than the life expectancy of the
               Annuitant and the Annuitant's beneficiary under the Plan, as
               determined according to regulations under Code Section 401(a)(9).

In no event may payments to the Participant's beneficiary under the Plan under
an Annuity Option extend beyond:

         a)    The life of the Participant's beneficiary determined as of the
               date payments are to commence; or

         b)    Any certain period greater than the Participant's beneficiary's
               life expectancy as determined by regulations under Code Section
               401(a)(9).



Add to Section 4.06 (or Section 4.04 as applicable) Annuity Options: Option 5 --
Life Income for Two Payees, the following as subsection (e):

         e)    100% of the payment to continue to the survivor if the survivor
               is the Annuitant and 50% of the payment to continue to the
               survivor if the survivor is the second Annuitant.



                                        1

<PAGE>

                           LIFE INCOME FOR TWO PAYEES

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

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

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

                             Age of Second Annuitant

<TABLE>
<CAPTION>
     Age
     of
  Annuitant       45        50         55        60         65        70         75        80         85
  ---------       --        --         --        --         --        --         --        --         --
<S>             <C>        <C>       <C>        <C>       <C>        <C>       <C>        <C>        <C>   
     45         $3.86      $3.89     $3.93      $3.94     $3.96      $3.97     $3.98      $ 3.98     $ 3.98
     50          4.02       4.10      4.15       4.18      4.21       4.23      4.24        4.25       4.26
     55          4.22       4.31      4.42       4.48      4.53       5.57      4.59        4.61       4.61
     60          4.43       4.56      4.70       4.84      4.93       4.99      5.04        5.07       5.09
     65          4.69       4.84      5.02       5.22      5.42       5.54      5.63        5.69       5.73
     70          4.99       5.17      5.39       5.65      5.93       6.23      6.40        6.52       6.60
     75          5.33       5.54      5.82       6.14      6.52       6.95      7.40        7.64       7.81
     80          5.70       5.96      6.29       6.69      7.17       7.75      8.41        9.08       9.45
     85          6.07       6.38      6.75       7.24      7.84       8.59      9.49       10.51      11.50
</TABLE>

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

                             Age of Second Annuitant

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



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

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

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



                                                         2




                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT


The Contract is hereby endorsed as follows:





     Section 5.02 Pension or Profit Sharing Plan is amended as follows:



     (b)  Control of Contract:  Add the following at the end of this provision:

     This Contract is nonassignable, except to Aetna, or pursuant to a Qualified
     Domestic Relations Order under the provisions of the Retirement Equity Act
     of 1984 (REA). The Contract Holder generally is the sponsor of a qualified
     pension or profit sharing plan. The Contract Holder can also be an active
     participant in a plan established solely for one individual, or can be a
     former participant who is now separated from service from a retirement
     plan.

     Any payment(s) made under this Contract to the participant must be in
     compliance with REA. At the time payment is requested or an Annuity Option
     is elected by the participant, Aetna will require the Contract Holder to
     certify the payment option is elected in compliance with REA.



     (c)  Designation of Beneficiary:  Add the following at the end of this 
     provision:

     If the participant is married on the date of death and the named
     beneficiary is other than the current spouse, Aetna shall disregard the
     named beneficiary and shall treat the current spouse as sole beneficiary
     if:

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

         (2)  The participant had reached age 35, and the appropriate
     preretirement survivor benefit waiver and spousal consent forms have not
     been submitted to Aetna.

     Any existing or future beneficiary designations not in conformance with
     this provision are null and void.



     (e)  Sum Payable at Death (Before Annuity Payments Start):  The current  
     provisions are deleted and replaced by the following:

     Aetna will pay the Current Value to the beneficiary if:

         (1)  The participant dies before Annuity Payments start; and

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

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

     If the beneficiary is the surviving spouse, the first Annuity payment or
     the lump sum payment may be deferred to a date not later than when the
     participant would have attained age 70 1/2 or such later date as may be
     allowed under federal law or regulations. If the beneficiary is not the
     surviving spouse, all of the Current Value must either be applied to an
     Annuity Option within one year of the participant's death or be paid to the
     beneficiary within 5 years of the participant's death. If no beneficiary
     exists, the payment will be made to the estate of the participant.





                                                           1
<PAGE>

     (f)  Surrender Value:  Add the following at the end of this provision:

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

     A full surrender will be paid to a married participant only as a Life
     Income for Two Payees (see Annuity Options) unless the participant's spouse
     consents in writing to payment in a lump sum or to one of the other Annuity
     Options. This consent must be given within the 90 day period ending on the
     date payment is to be made.

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





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

         The Contract Holder may tell 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. The present value of the expected payments to the
         Annuitant when payments start shall be determined in accordance with
         the tables under Code Section 401(a)(9). This restriction does not
         apply if a Life Income for Two Payees Option is chosen and the second
         Annuitant is the spouse of the Annuitant.

         Required Distribution to Annuitant: Distribution to the Annuitant must
         begin in the form of periodic payments no later than the April 1
         following the calendar year in which the Annuitant attains age 70 1/2,
         or such later age as may be allowed under federal law or regulations.
         In lieu of an Annuity election, the Contract Holder may direct Aetna to
         make a lump sum payment. In no event may any Annuity Option extend
         beyond:

         a)    The life of the Annuitant;

         b)    The lives of the Annuitant and the Annuitant's beneficiary;

         c)    Any certain period greater than the Annuitant's life expectancy
               as determined according to regulations under Code Section
               401(a)(9); or

         d)    Any certain period greater than the life expectancy of the
               Annuitant and the Annuitant's beneficiary, as determined
               according to regulations under Code Section 401(a)(9).

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

         a)    The life of the Annuitant's beneficiary determined as of the date
               payments are to commence; or

         b)    Any certain period greater than the Annuitant's beneficiary's
               life expectancy as determined by regulations under Code Section
               401(a)(9).





     Add to Section 4.06 (or Section 4.04 as applicable) Annuity Options: Option
     5 -- Life Income for Two Payees, the following as subsection (e):

         e)    100% of the payment to continue to the survivor if the survivor
               is the Annuitant and 50% of the payment to continue to the
               survivor if the survivor is the second Annuitant.






                                        2

<PAGE>

                           LIFE INCOME FOR TWO PAYEES

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

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

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

                             Age of Second Annuitant

<TABLE>
<CAPTION>
     Age
     of
  Annuitant       45        50         55        60         65        70         75        80          85
  ---------       --        --         --        --         --        --         --        --          --
<S>             <C>        <C>       <C>        <C>       <C>        <C>       <C>        <C>        <C>   
     45         $3.86      $3.89     $3.93      $3.94     $3.96      $3.97     $3.98      $ 3.98     $ 3.98
     50          4.02       4.10      4.15       4.18      4.21       4.23      4.24        4.25       4.26
     55          4.22       4.31      4.42       4.48      4.53       5.57      4.59        4.61       4.61
     60          4.43       4.56      4.70       4.84      4.93       4.99      5.04        5.07       5.09
     65          4.69       4.84      5.02       5.22      5.42       5.54      5.63        5.69       5.73
     70          4.99       5.17      5.39       5.65      5.93       6.23      6.40        6.52       6.60
     75          5.33       5.54      5.82       6.14      6.52       6.95      7.40        7.64       7.81
     80          5.70       5.96      6.29       6.69      7.17       7.75      8.41        9.08       9.45
     85          6.07       6.38      6.75       7.24      7.84       8.59      9.49       10.51      11.50
</TABLE>

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

                             Age of Second Annuitant

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

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

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

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



                                        3



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT


The Contract is hereby endorsed as follows:



     The following GENERAL PROVISIONS sections are amended as follows:



     Ownership and Assignment:  The following is added at the end of this 
     section:

     This Contract is not subject to the claims of any creditors except to the
     extent permitted by law. This Contract is nonassignable, except to Aetna,
     or pursuant to a Qualified Domestic Relations Order under the provisions of
     the Retirement Equity Act of 1984 (REA). The Contract Owner generally is
     the sponsor of a qualified pension or profit sharing plan. The Contract
     Owner can also be an active participant in a plan established solely for
     one individual, or can be a former participant who is now separated from
     service from a retirement plan.



     Beneficiary:  The current provision is deleted and replaced with the 
     following:

     The participant shall name the beneficiary. If the participant is married
     on the date of death and the named beneficiary is other than the current
     spouse, Aetna shall disregard the named beneficiary and shall treat the
     current spouse as sole beneficiary if:

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

         (2) The participant had reached age 35, and the appropriate
     preretirement survivor benefit waiver and spousal consent forms have not
     been submitted to Aetna.

     Any existing or future beneficiary designations not in conformance with
     this provision are null and void.



     The following NON-FORFEITURE, DEATH PAYMENT AND SURRENDER PROVISIONS as
     applicable in the Contract are amended as follows:

     Sum Payable at Death (Before Annuity Payments Start):  Add the following 
     at the end of this provision:

     Aetna will pay the contract value to the beneficiary if:

         (1)  The participant dies before Annuity Payments start; and

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

     The sum payable will be the contract value on the date when the notice is
     received in good order at Aetna's Home Office. The beneficiary may choose
     to apply any sum under an Annuity Option (see Annuity Provisions), subject
     to any other terms and conditions of this Contract, or to receive a lump
     sum payment.

     If the beneficiary is the surviving spouse, the first Annuity payment or
     the lump sum payment may be deferred to a date not later than when the
     participant would have attained age 70 1/2 or such later date as may be
     allowed under federal law or regulations. If the beneficiary is not the
     surviving spouse, all of the contract value must either be applied to an
     Annuity Option within one year of the participant's death or be paid to the
     beneficiary within 5 years of the participant's death. If no beneficiary
     exists, the payment will be made to the estate of the participant.





                                        1


<PAGE>

     Termination Values / Net Termination Values / Termination Benefit /
     Surrender Value / or Surrender of Contract: Add the following at the end of
     these sections as applicable in the Contract:

     Any payment(s) made under this Contract to the participant must be in
     compliance with REA. At the time payment is requested or an Annuity Option
     is elected by the participant, Aetna will require the Contract Owner to
     certify the payment option is elected in compliance with REA.

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

     A full surrender will be paid to a married participant only as a Life
     Income for Two Payees (see Annuity Options) unless the participant's spouse
     consents in writing to payment in a lump sum or to one of the other Annuity
     Options. This consent must be given within the 90 day period ending on the
     date payment is to be made.

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





     The following condition is added to the SETTLEMENT PROVISIONS/OPTIONS, or
     ANNUITY PROVISIONS of the Contract as follows:

         The Contract Owner may tell Aetna, to pay all or any portion of the
         contract value (minus any premium tax) as a premium for an Annuity
         Option. The present value of the expected payments to the Annuitant
         when payments start shall be determined in accordance with the tables
         under Code Section 401(a)(9). This restriction does not apply if a Life
         Income for Two Payees Option is chosen and the second Annuitant is the
         spouse of the Annuitant.

         Required Distribution to Annuitant: Distribution to the Annuitant must
         begin in the form of periodic payments no later than the April 1
         following the calendar year in which the Annuitant attains age 70 1/2,
         or such later age as may be allowed under federal law or regulations.
         In lieu of an Annuity election, the Contract Owner may direct Aetna to
         make a lump sum payment. In no event may any Annuity Option extend
         beyond:

         a)    The life of the Annuitant;

         b)    The lives of the Annuitant and the Annuitant's beneficiary;

         c)    Any certain period greater than the Annuitant's life expectancy
               as determined according to regulations under Code Section
               401(a)(9); or

         d)    Any certain period greater than the life expectancy of the
               Annuitant and the Annuitant's beneficiary, as determined
               according to regulations under Code Section 401(a)(9).

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

         a)    The life of the Annuitant's beneficiary determined as of the date
               payments are to commence; or

         b)    Any certain period greater than the Annuitant's beneficiary's
               life expectancy as determined by regulations under Code Section
               401(a)(9).



     ANNUITY PROVISIONS:  Add to the Joint and Last Survivor Annuity or Life 
     Income for Two Payees Option, a new subsection as follows:

         100% of the payment to continue to the survivor if the survivor is the
     Annuitant and 50% of the payment to continue to the survivor if the
     survivor is the second Annuitant.


                                        2

<PAGE>

                           LIFE INCOME FOR TWO PAYEES

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

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

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

                             Age of Second Annuitant

<TABLE>
<CAPTION>
     Age
     of
  Annuitant       45        50         55        60         65        70         75        80         85
  ---------       --        --         --        --         --        --         --        --         --
<S>             <C>        <C>       <C>        <C>       <C>        <C>       <C>        <C>        <C>   
     45         $3.86      $3.89     $3.93      $3.94     $3.96      $3.97     $3.98      $ 3.98     $ 3.98
     50          4.02       4.10      4.15       4.18      4.21       4.23      4.24        4.25       4.26
     55          4.22       4.31      4.42       4.48      4.53       5.57      4.59        4.61       4.61
     60          4.43       4.56      4.70       4.84      4.93       4.99      5.04        5.07       5.09
     65          4.69       4.84      5.02       5.22      5.42       5.54      5.63        5.69       5.73
     70          4.99       5.17      5.39       5.65      5.93       6.23      6.40        6.52       6.60
     75          5.33       5.54      5.82       6.14      6.52       6.95      7.40        7.64       7.81
     80          5.70       5.96      6.29       6.69      7.17       7.75      8.41        9.08       9.45
     85          6.07       6.38      6.75       7.24      7.84       8.59      9.49       10.51      11.50
</TABLE>

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

                             Age of Second Annuitant

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


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

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

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



                                        3



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

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

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

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

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

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

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

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

                                   /s/ William O. Bailey 
                                   President




                    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




                    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



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT


This Contract is hereby endorsed to change the Reserve provision under the
Deposit, Reserve, and Surrender Provisions to read as follows:

         The Reserve is equal to:

         (a)      the Net Deposit(s) credited tot he General Account (if any); 
                  plus

         (b)      General Account interest added by Aetna; plus

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

         (d)      a charge of $30 on each anniversary of the Date of Issue of 
                  this Contract; and minus

         (e)      any amounts previously surrendered.

Endorsed and made a part of this Contract on the Date of Issue of the Contract.




                              /s/ William O. Bailey
                                    President



                    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




                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

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

         On the tenth anniversary of the Effective Date of 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




                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed to amend and restate the following:

Surrender Value - Delete the section on surrender charge and replace it with the
following:

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 of the Contract and the date of
surrender. The surrender fee will be determined as follows:

          If completed Period of Time is          Charge 
          Less than 5 years                       5% 
          5 or more but less than 7 years         4% 
          7 or more but less than 9 years         3% 
          9 or more but less than 10 years        2% 
          10 or more years                        0%

No such charge shall be applied:

(a)      When the Annuitant dies;

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

(c)      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; or

(d)      As a transfer ot another Pension/Profit Sharing or Individual
         Retirement Annuity Contract offered by Aetna Life Insurance and Annuity
         Company.

In no event, however, will the charge on a total surrender of this Contract
exceed 8.5% of the actual deposits.

Endorsed and made part of this Contract effective May 1, 1992.


                              /s/ Laura R. Estes
                              Senior Vice President, ALIAC Pensions
                              Aetna Life Insurance and Annuity Company



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed to amend and restate the following:

3.13.  Surrender Value - Delete the section on surrender fee and replace it 
with the following:

The amount paid by Aetna upon the surrender of all or any portion of the Active
Life Fund shall be reduced by a surrender fee. The surrender fee will be a
percentage of the amount surrendered and will vary according to the period of
time between the Effective Date of the Contract and the date of surrender. The
surrender fee will be determined as follows:

         If the completed Period of Time is                   Surrender Fee

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

No surrender fee is deducted when any portion of the Active Life Fund is paid:

(a)      at the death of a Participant before annuity payments start;

(b)      as a premium for an annuity for a Participant; or

(c)      As a transfer to another Pension/Profit Sharing or Individual
         Retirement Annuity Contract offered by Aetna Life Insurance and Annuity
         Company.


Endorsed and made part of this Contract effective May 1, 1992.



                                      /s/ Laura R. Estes
                                      Senior Vice President, ALIAC Pensions
                                      Aetna Life Insurance and Annuity Company




                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed as follows:

Section 3.08, Contract Reserve, subsection (e) is amended and restated as
follows:

         (e)   a charge determined as $30 times the number of Participants on
               the Effective Date, up to a maximum, of $240, imposed on each
               anniversary of the Effective Date when the Plan is one described
               in Section 3.03; minus


Endorsed and made a part of this contract as of May 1, 1993.



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





                    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




                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed to change the Reserve provision under the
Deposit, Reserve, and Surrender Provisions to read as follows:

         The Reserve is equal to:

         (a)      the Net Deposit(s) credited tot he General Account (if any); 
                  plus

         (b)      General Account interest added by Aetna; plus

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

         (d)      a charge of $30 on each anniversary of the Date of Issue of 
                  this Contract; and minus

         (e)      any amounts previously surrendered.

Endorsed and made a part of this Contract on the Date of Issue of the Contract.




                              /s/ William O. Bailey
                                    President



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed to amend and restate the following:

Surrender Value - Delete the section on surrender charge and replace it with the
following:

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 of the Contract and the date of
surrender. The surrender fee will be determined as follows:

          If completed Period of Time is          Charge 
          Less than 5 years                       5% 
          5 or more but less than 7 years         4% 
          7 or more but less than 9 years         3% 
          9 or more but less than 10 years        2% 
          10 or more years                        0%

No such charge shall be applied:

(a)      When the Annuitant dies;

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

(c)      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; or

(d)      As a transfer ot another Pension/Profit Sharing or Individual
         Retirement Annuity Contract offered by Aetna Life Insurance and Annuity
         Company.

In no event, however, will the charge on a total surrender of this Contract
exceed 8.5% of the actual deposits.

Endorsed and made part of this Contract effective May 1, 1992.


                                  /s/ Laura R. Estes
                                  Senior Vice President, ALIAC Pensions
                                  Aetna Life Insurance and Annuity Company



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed as follows:

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

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

                  Reinstatement: All or a portion of the proceeds of a full
                  surrender of this Contract may be reinvested within 30 days
                  after the surrender if allowed by law. Any annual maintenance
                  charge and Surrender Fee imposed at the time of surrender on
                  the amount being reinvested will be included in the
                  reinstatement. Any Market Value Adjustment deducted from GA
                  Account surrenders will not be included in the reinstatement.
                  Amounts will be reinstated among the Fixed Account, GA
                  Account, and Separate Account in the same proportion as they
                  were at the time of surrender. Any amounts reinstated to the
                  GA Account will be credited to the current Deposit Period. The
                  number of Record Units reinstated will be based on the Record
                  Unit Value(s) next computed after receipt at Aetna's Home
                  Office of the reinstatement request and the amount to be
                  reinvested.

                  Any annual maintenance charge which falls due after the
                  surrender and before the reinstatement will be deducted from
                  the amount reinstated.

                  Reinstatement is permitted only once.

         b)       Delete the last paragraph under sections 3.02 and 3.03 and 
                  add the following:

                  On the basis of information supplied by the Owner, Aetna will
                  credit the Net Deposit(s) among:

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

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

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


                                       1
<PAGE>


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

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

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

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

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

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

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

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

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

                           Investment Increment Factors are those items used to
                           determine a Fund's Net Return Factor for each
                           valuation period. The Net Return Factors are used to
                           compute all Separate Account values and payments for
                           any Fund. The Net Return Factor for each Fund is
                           equal to 1.0000000 plus the Net Return Rate.

                           The Net Return Rate is equal to:

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


                                       2
<PAGE>


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

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

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

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

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

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

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

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

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

         (d)      Under the section titled Contract Reserve, add the following
                  final paragraph:

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

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

                  This option may only be elected as a Fixed Annuity.

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

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

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

                                                     /s/ William O. Bailey
                                                     President
                                       3




<TABLE>
[hand graphic]             INDIVIDUAL APPLICATION                   Aetna Life Insurance and Annuity Company
                           For Annuity Contract                     Customer Relations Department, PFSD
                           One-Life Situations                      151 Farmington Ave., Hartford, Connecticut  06156

<S> <C>
- -------------------------------------------------------------------------------------------------------------------------
CUSTOMER INFORMATION
- -------------------------------------------------------------------------------------------------------------------------
1.  Name of annuitant (Last, First, Initial)
- -------------------------------------------------------------------------------------------------------------------------
    Street address                                                                Soc. Sec. No.     -        -
- --------------------------------------------------------------------------------- ---------------------------------------
    City                                                      State               Zip code
- ------------------------------------------------------------- ------------------- ---------------------------------------
2.   Male    Female                       3.  Birthdate     /        /            4.  Annuity Start Age
- ----------------------------------------- --------------------------------------- ---------------------------------------
5.  Name of Contract Holder if other than above (Last, First, Initial)
- -------------------------------------------------------------------------------------------------------------------------
    Street address
- -------------------------------------------------------------------------------------------------------------------------
    City                                                                          State               Zip code
- --------------------------------------------------------------------------------- ------------------- -------------------
    Tax Identification No.                           or Soc. Sec. No.        -        -
- ----------------------------------------- --------------------------------------- ---------------------------------------
ACCOUNT INFORMATION
- ----------------------------------------- --------------------------------------- ---------------------------------------
6.  Name of Plan (if any)
- -------------------------------------------------------------------------------------------------------------------------
7.  Type of plan and section of Internal Revenue Code (if any) under which plan is to qualify:
      Self-employed, HR-10(401)         Corporate (401)       Deferred Compensation (457)
- -------------------------------------------------------------------------------------------------------------------------
8.  If single payment:      Deferred     Immediate            9.  Single Payment amount $
- ------------------------------------------------------------- -----------------------------------------------------------
10. If installment plan:  Payment Frequency        Annual         Semi-Annual   Quarterly                Monthly
      Other _____ (please specify)
- ------------------------------------------------------------- -----------------------------------------------------------
                                                                  Contract effective date
11. Installment Payment amount $                              12. (installment payments only)       /       /
- ------------------------------------------------------------- -----------------------------------------------------------
13. Will this contract change or replace any existing life insurance or annuity contract?      Yes         No
- -------------------------------------------------------------------------------------------------------------------------
    If yes, please provide carrier name, account number, and date to be cancelled
     --------------------------------------------------------------------------------------------------------------
- ----------------------------------------- --------------------------------------- ---------------------------------------
14. Special Requests
     --------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
15. TYPES OF INVESTMENT
- -------------------------------------------------------------------------------------------------------------------------
     Enter the percentage of payment(s)   Aetna Variable Fund ------------------                    ------------------ %
     to be allocated to each type of      Fixed Account ------------------------                    ------------------ %
     investment.                          Aetna Variable Encore Fund -----------                    ------------------ %
     Total must equal 100%.               Aetna Income Shares ------------------                    ------------------ %
                                          Other --------------------------------                    ------------------ %
                                          Other --------------------------------                    ------------------ %
                                          Other --------------------------------                    ------------------ %
                                          TOTAL --------------------------------                                    100%
- ----------------------------------------- --------------------------------------- ---------------------------------------
16. Annuity Option(s) (Immediate Only)                           Payments for a specified period, ___ years.
      Life Only                                                    (Indicate 3-30 years)
- -------------------------------------------------------------------------------------------------------------------------
    Life with _____ years certain                                Joint and 1/2 Contingent Life Income
      (Indicate 5, 10, 15 or 20)                                 Death of Annuitant - payments to Joint Annuitant
- -------------------------------------------------------------       reduce to 1/2 the full payment.
    Joint and  Full payment to survivor                          Death to Joint Annuitant - full payments continue to
    Survivor   Full with 10 years certain                           Annuitant.
               2/3 of full payment to survivor
               1/2 of full payment to survivor                -----------------------------------------------------------
                                                                 Other
- -------------------------------------------------------------------------------------------------------------------------


<PAGE>



- -------------------------------------------------------------------------------------------------------------------------
17. BENEFICIARY(IES) For Deferred Compensation Plans, the Contract Holder is automatically the beneficiary
- -------------------------------------------------------------------------------------------------------------------------
Primary                                   Name                                    Relation
- ----------------------------------------- --------------------------------------- ---------------------------------------
                                          Soc. Sec. No.         -     -           Birthdate                  /        /
- ----------------------------------------- --------------------------------------- ---------------------------------------
- ----------------------------------------- --------------------------------------- ---------------------------------------
- ----------------------------------------- --------------------------------------- ---------------------------------------
Contingent                                Name                                    Relation
- ----------------------------------------- --------------------------------------- ---------------------------------------
                                          Soc. Sec. No.         -     -           Birthdate                  /        /
- ----------------------------------------- --------------------------------------- ---------------------------------------
- ----------------------------------------- --------------------------------------- ---------------------------------------
- ----------------------------------------- --------------------------------------- ---------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
18. I understand that annuity payments and termination values (if any) provided
    by the contract being applied for when based on the investment experience of
    a separate account are variable and not guaranteed as to fixed dollar
    amount.

    I have received the following prospectuses/disclosure booklet(s):

       1)                                                                                   Dated:      /       /
         --------------------------------------------                                             ---------------

                    Please send a Statement of Additional Information Supplement to the Prospectus.

       2)  Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares             Dated:      /       /
                                                                                                  ---------------

    Dated at                                            this            day of           19      .
             -------------------------------------------     ----------        ---------   ------
                           City and State
     ----------------------------------        ----------------------------       -------------------------------
                Witness                                 Annuitant                            Contract Holder
- -------------------------------------------------------------------------------------------------------------------------
Corrections and amendments (Home Office Use Only).  Errors and omissions may be corrected by the Company but no change
in plan, age at issue, birthdate, classification, amount, extra benefits, change of allocation or allocation omitted
may be made without consent of the owner.
(N/A in W. Va.)

- -------------------------------------------------------------------------------------------------------------------------
AGENT'S NOTES:
Do you have any reason to believe any existing life insurance or annuity contracts will be modified or replaced if this 
contract is issued?   Yes    No

                                          -------------------------------------------------------------------------------
                                                                        Signature of Agent

- -------------------------------------------------------------------------------------------------------------------------
</TABLE>




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