VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO
485APOS, 1999-02-04
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As filed with the Securities and Exchange            Registration No. 333-01107*
Commission on February 4, 1999                       Registration No. 811-2513

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

                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                                FORM N-4

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

                   Post-Effective Amendment No. 12 To
        REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            and Amendment to

    REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

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

 Variable Annuity Account C of Aetna Life Insurance and Annuity Company

                Aetna Life Insurance and Annuity Company

        151 Farmington Avenue, RE4A, Hartford, Connecticut 06156

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

                       Julie E. Rockmore, Counsel
                Aetna Life Insurance and Annuity Company
        151 Farmington Avenue, RE4A, Hartford, Connecticut 06156
                (Name and Address of Agent for Service)

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

It is proposed that this filing will become effective:

        [X]     80 days after filing pursuant to paragraph (a)(1) of Rule 485

        [ ]     on ___________ pursuant to paragraph (a)(1) of Rule 485

*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 the following earlier Registration Statements:
33-88720; 33-75964 (which had included a combined prospectus for earlier
Registration Statements: 33-75958, 33-75960, and 33-75994); 33-75986 (which had
included a combined prospectus for earlier Registration Statements: 33-75970,
33-75954, and 33-75956); 33-75982 (which had included a combined prospectus for
earlier Registration Statements: 33-75968, 33-75966, 33-75990, and the
individual deferred compensation contracts covered by Registration Statement No.
33-75992); and 33-91846 (which had included a combined prospectus for earlier
Registration Statement: 33-75976).
<PAGE>

                       VARIABLE ANNUITY ACCOUNT C
                         CROSS REFERENCE SHEET

<TABLE>
<CAPTION>

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

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

     2       Definitions.........................   Not applicable

     3       Synopsis............................   Contract Overview; Fee Table

     4       Condensed Financial Information.....   Condensed Financial Information;
                                                    Appendix VI - Condensed
                                                    Financial Information

     5       General Description of Registrant,
             Depositor, and Portfolio Companies..   Other Topics - The Company,
                                                    Variable Annuity
                                                    Account C; Appendix V -
                                                    Fund Descriptions

     6       Deductions and Expenses.............   Fees

     7       General Description of Variable
             Annuity Contracts...................   Contract Overview; Other Topics

     8       Annuity Period......................   The Income Phase

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

     10      Purchases and Contract Value........   Purchase and Participation;
                                                    Your Account Value

     11      Redemptions.........................   Right to Cancel;
                                                    Systematic Distribution Options

     12      Taxes...............................   Taxation

     13      Legal Proceedings...................   Other Topics - Legal
                                                    Matters and Proceedings

     14      Table of Contents of the Statement of
             Additional Information..............   Contents of the Statement of
                                                    Additional Information
<PAGE>

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

     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....................   Income Phase 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

May 3, 1999 Supplement to May 3, 1999 Prospectus or Contract Prospectus Summary

Minnesota State Colleges and Universities Voluntary 403(b) Tax-Deferred Annuity

Your plan is administered in part by a third party. Such arrangements are
mentioned under the heading "Third Party Compensation Arrangements" in the
"Other Topics" section in the prospectus and the Contract Prospectus Summary.

In your case, Norwest Bank Minnesota is responsible for handling a portion of
administration and service for the contract in which you participate. In
exchange for the services provided, we compensate Norwest Bank Minnesota an
amount equal to 0.25% of the assets related to the plan on an annual basis
(0.0625% is paid quarterly). This is not an additional charge to you, but is
part of the charges for the contract.
















Form No. XCS.01107-99MN                                          May 1999
<PAGE>

                          VARIABLE ANNUITY ACCOUNT C

May 3, 1999 Supplement to May 3, 1999 Prospectus or Contract Prospectus Summary

        Pennsylvania State Association of Boroughs (the "Association")

Under a signed agreement, the Association endorses our variable annuity for
sale to its employees under the group's Deferred Compensation Plan. We have
agreed to compensate the Association $3.50 per year for each participant for
which contributions are made under the contract (See "Other Topics--Distribution
of the Contracts" in the prospectus or the Contract Prospectus Summary).

















Form No. XCS.01107-99PA                                          May 1999
<PAGE>

                          VARIABLE ANNUITY ACCOUNT C

May 3, 1999 Supplement to May 3, 1999 Prospectus or Contract Prospectus Summary

                       St. John's Regional Health Center


The following is a negotiated provision concerning the early withdrawal charge
applicable to the Suburban Hospital tax-deferred annuity plan. (See
"Fees--Early Withdrawal Charge" in the prospectus or the Contract Prospectus
Summary):

You may withdraw up to 10% of your current account each year without incurring
an early withdrawal charge. This applies only to the first partial withdrawal
in each calendar year. The amount eligible will be determined using the account
value on the date we receive the withdrawal request. This provision is
available to anyone up to age 70-1/2 (instead of between the ages of 59-1/2 and
70-1/2). Outstanding loan amounts on 403(b) accounts are not included in the
account value for the purpose of calculating the eligible partial withdrawal.
This provision does not apply to full withdrawals or to partial withdrawals due
to loan defaults.
















Form No. XCS.01107-99SJ                                          May 1999

<PAGE>
   
                           VARIABLE ANNUITY ACCOUNT C
                           VARIABLE ANNUITY ACCOUNT B

                    Aetna Life Insurance and Annuity Company

                          Supplement Dated May 3, 1999
            to May 3, 1999 Prospectus or Contract Prospectus Summary

GENERAL DESCRIPTION OF GET E

Series E of the Aetna GET Fund (GET E) is an investment option that may be
available during the accumulation phase of the contract. Aetna Life Insurance
and Annuity Company (the Company or we) makes a guarantee, as described below,
when you direct money into GET E. Aeltus Investment Management, Inc. is the
investment adviser to GET E.

We will offer GET E shares only during its offering period, which is scheduled
to run from June 15, 1999 through the close of business on September 14, 1999.
GET E may not be available under your contract, your plan or in your state.
Please read the GET E prospectus for a more complete description of GET E,
including its charges and expenses.

INVESTMENT OBJECTIVE OF GET E

GET E seeks to achieve maximum total return, without compromising a targeted
minimum rate of return, by participating in favorable equity market performance
during its guarantee period. GET E's guarantee period runs from September 15,
1999 through September 14, 2004.

THE GET FUND GUARANTEE

The guarantee period for GET E will end on September 14, 2004, which is GET E's
maturity date. The Company guarantees that the value of an accumulation unit of
the GET E subaccount under the contract on the maturity date (as valued after
the close of business on September 14, 2004), will not be less than its value as
determined after the close of business on the last day of the offering period.
If the value on the maturity date is lower than it was on the last day of the
offering period, we will transfer funds from our general account to the GET E
subaccount to make up the difference.

If you withdraw or transfer funds from GET E before the maturity date, we will
process the transactions at the actual unit value next determined after we
receive your order. The guarantee will not apply to these amounts or to amounts
deducted as a maintenance fee, if applicable.

MATURITY DATE

Before the maturity date, we will send a notice to each contract holder or
participant who has amounts in GET E. This notice will remind you that the
maturity date is approaching and that you must choose other investment options
for your GET E amounts. If you do not make a choice, on the maturity date we
will transfer your GET E amounts to another available series of the GET Fund
that is accepting deposits. If no GET Fund Series is available, we will transfer
50% of your GET E account value to Aetna Growth and Income VP and the remaining
50% to Aetna Bond VP. We will make these transfers as of the unit value next
determined after the transfer.

INCOME PHASE

GET E is not available during the Income Phase. You should not select this
option if you wish to begin income payments or to make other withdrawals or
transfers before the maturity date. You must transfer your GET E account value
to another available investment option before you may elect an annuity option.

REINVESTMENT

Some contracts allow you to reinvest all or a portion of the proceeds after a
full withdrawal. If you withdraw amounts from GET E and then elect to reinvest
them, we will reinvest them in a GET Fund series that is then accepting
deposits, if one is available. If one is not available, we will reallocate your
GET E amounts among the other investment options in which you were invested, on
a pro rata basis.
<PAGE>


The following information supplements the fee table contained in the prospectus
or contract prospectus summary:

FEES DEDUCTED FROM YOUR INVESTMENTS IN THE SEPARATE ACCOUNT

In addition to the amounts currently listed under the heading "Fee Table" in the
prospectus or contract prospectus summary, we will make a daily deduction of a
GET Guarantee Charge, equal on an annual basis to the percentage shown below,
from the amounts allocated to the GET E investment option:

<TABLE>
<S>                                                                             <C>
  GET E Guarantee Charge (deducted daily during the Guarantee Period) ....      0.50%

Maximum Total Separate Account Expenses ..................................      2.00%(1)
</TABLE>

(1) The Total Separate Account Expenses that apply to your contract may be
    lower. Please refer to the "Fee Table" section of your prospectus or
    contract prospectus summary.

Aetna GET Fund Series E Annual Expenses
(As a percentage of the average net assets)

<TABLE>
<CAPTION>
                               Investment                             Total Fund Annual Expenses
                            Advisory Fees(2)   Other Expenses(3)   (after expense reimbursement)(4)
                            ----------------   -----------------   --------------------------------
<S>                                <C>                <C>                        <C>
Aetna GET Fund Series E            0.60%              0.15%                      0.75%
</TABLE>

For more information regarding expenses paid out of assets of the fund, see the
GET E prospectus.

Hypothetical Examples of Account Fees (EXAMPLE)--Aetna GET Fund Series E

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

The following Examples illustrate the expenses that would have been paid
assuming a $1,000 investment in the GET E investment option under the contract
(until GET E's maturity date) and a 5% return on assets.(5)

                                   Example A

If you withdraw your entire account value at the end of the periods shown, you
would pay the following expenses, including any applicable Early Withdrawal
Charge assessed:

<TABLE>
<CAPTION>
 1 Year     3 Years     5 Years
 ------     -------     -------
<S>         <C>         <C>
$           $           $
</TABLE>

                                   Example B

If you leave your entire account value invested or if you select an Income Phase
option at the end of the periods shown, you would pay the following expenses (no
Early Withdrawal Charge is assessed):

<TABLE>
<CAPTION>
 1 Year     3 Years     5 Years
 ------     -------     -------
<S>         <C>         <C>
$           $           $
</TABLE>

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

(2) The Investment Advisory Fee will be 0.25% during the Offering Period. An
    annual management fee of 0.60% will apply during the Guarantee Period.

(3) "Other Expenses" include an annual fund administrative fee of 0.075% of the
    average daily net assets of GET E and any additional direct fund expenses.

(4) The Adviser is contractually obligated through December 31, 2000 to waive
    all or a portion of its investment advisory fee and/or its administrative
    fee and/or to reimburse a portion of the Fund's other expenses in order to
    ensure that the Fund's Total Fund Annual Expenses do not exceed 0.75% of the
    Fund's average daily net assets.

(5) The examples shown above reflect an annual mortality and expense risk charge
    of 1.25%, an annual contract administrative expense charge of 0.25%, an
    annual GET E guarantee charge of 0.50%, a $20 annual maintenance fee that
    has been converted to a percentage of assets equal to .xxx%, and all charges
    and expenses of the GET E Fund. Example A reflects an early withdrawal
    charge of 5% of the account value at the end of years 1, 3 and 5. (The
    expenses that you would pay under your contract may be lower. Please refer
    to the "Fee Table" section of your prospectus or contract prospectus
    summary.)


X.GETESPON-99                                                   June 1999
    
<PAGE>


                           Prospectus - May 3, 1999
- --------------------------------------------------------------------------------

The Contracts. The contracts described in this prospectus are group or
individual deferred variable annuity contracts issued by Aetna Life Insurance
and Annuity Company (the Company). They are intended to be used as funding
vehicles for certain types of retirement plans and to qualify for beneficial tax
treatment and/or to provide current income reduction under certain sections of
the Internal Revenue Code of 1986, as amended (Tax Code).

- --------------------------------------------------------------------------------
 Why reading this Prospectus is Important. Before you participate in the
 contract through your retirement plan, you should read this prospectus. It
 provides facts about the contract and its investment options. Plan sponsors
 (generally your employer or a trust) should read this prospectus to help
 determine if the contract is appropriate for their plan. Keep this document for
 future reference.

 Table of Contents . . . page 3
- --------------------------------------------------------------------------------

Contract Design. The contracts are designed to:

o Help you save for retirement while receiving beneficial tax treatment

o Offer a variety of investment options to help meet long-term financial goals

o Provide a benefit to a beneficiary in the event of death

o Provide future income payments over a lifetime or for a specified period

Investment Options. The contracts offer variable investment options and fixed
interest options. When we establish your account(s), the contract holder, or you
if permitted by the plan, instructs us to direct account dollars to any of the
available options. Some investment options may be unavailable through certain
contracts and plans, or in some states.

Variable Investment Options. These options are called subaccounts. The
subaccounts are within Variable Annuity Account C (the separate account), a
separate account of the Company. Each subaccount invests in one of the mutual
funds (funds) listed on this page. Earnings on amounts invested in a subaccount
will vary depending on the performance and fees of its underlying fund. You do
not invest directly in or hold shares of the funds.

The funds in which the subaccounts invest have various risks. For information
about risks of investing in the funds see "Investment Options" in this
prospectus and each fund prospectus. Retain the fund prospectuses for future
reference.

Fixed Interest Options. 
o Guaranteed Accumulation Account
o Fixed Plus Account
o Fixed Account

Except as specifically mentioned, this prospectus describes only the variable
investment options. However, we describe the fixed interest options in the
appendices to this prospectus. There is also a separate prospectus for the
Guaranteed Accumulation Account.


- -------------------------
* Transfers or deposits are not allowed into the subaccount investing in this
  fund, except from accounts established under the contract before May 1, 1998.
  As soon as all those who have current allocations to the subaccount under the
  contract have redirected their allocations to other investment options, we
  will close the subaccount to all investments (except loan repayments that we
  automatically deposit into the subaccount according to our loan repayment
  procedures).


The Funds

   
Aetna Ascent VP
Aetna Balanced VP, Inc.
Aetna Income Shares d/b/a Aetna Bond VP
Aetna Crossroads VP
Aetna Growth VP
Aetna Variable Fund d/b/a Aetna Growth and Income VP
Aetna High Yield VP
Aetna Index Plus Large Cap VP
Aetna Index Plus Mid Cap VP
Aetna Index Plus Small Cap VP
Aetna International VP
Aetna Legacy VP
Aetna Variable Encore Fund d/b/a Aetna Money Market VP
Aetna Real Estate Securities VP
Aetna Small Company VP
Aetna Value Opportunity VP
AIM V. I. Capital Appreciation Fund
AIM V. I. Growth Fund
AIM V. I. Growth and Income Fund
AIM V. I. Value Fund
Calvert Social Balanced Portfolio
Fidelity VIP Equity-Income Portfolio
Fidelity VIP Growth Portfolio
Fidelity VIP Overseas Portfolio
Fidelity VIP II Contrafund Portfolio
Janus Aspen Aggressive Growth Portfolio
Janus Aspen Balanced Portfolio
Janus Aspen Flexible Income Portfolio
Janus Aspen Growth Portfolio
Janus Aspen Worldwide Growth Portfolio
Lexington Natural Resources Trust*
Oppenheimer Global Securities Fund
Oppenheimer Strategic Bond Fund
Portfolio Partners MFS Emerging Equities Portfolio
Portfolio Partners MFS Research Growth Portfolio
Portfolio Partners MFS Value Equity Portfolio
Portfolio Partners Scudder International Growth Portfolio
Portfolio Partners T. Rowe Price Growth Equity Portfolio
    

<PAGE>

                      Prospectus - May 3, 1999 (continued)
- --------------------------------------------------------------------------------

Getting Additional Information. You may obtain the May 3, 1999, Statement of
Additional Information (SAI) by indicating your request on your enrollment
materials or calling the Company at 1-800-525-4225. You may also obtain an SAI
for any of the funds by calling that number. This prospectus, the SAI and other
information about the separate account are posted on the Securities Exchange
Commission (SEC) web site, http://www.sec.gov. The SAI table of contents is
listed on page 46 of this prospectus. The SAI is incorporated into this
prospectus by reference.

Additional Disclosure Information. Neither the SEC, nor any state securities
commission, has approved or disapproved the securities offered through this
prospectus or passed on the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense. This prospectus is valid
only when accompanied by current prospectuses of the funds and the Guaranteed
Accumulation Account. We do not intend for this prospectus to be an offer to
sell or a solicitation of an offer to buy these securities in any state that
does not permit their sale.

<PAGE>

                                TABLE OF CONTENTS


- ----------------------------------------------------------------
<TABLE>
<S>                                                           <C>
Contract Overview ............................................ 4
Who's Who                                
The Contract and Your Retirement Plan
Contract Rights
Contract Facts
Contract Phases: Accumulation Phase, Income Phase
Questions: Contacting the Company
Sending Requests in Good Order
- ----------------------------------------------------------------
Fee Table ...................................................  6
Condensed Financial Information ............................. 10
Investment Options .......................................... 10
Purchase and Participation .................................. 13
Contract Ownership and Rights ............................... 14
Right to Cancel ............................................. 15
Fees ........................................................ 16
Your Account Value .......................................... 22
Withdrawals ................................................. 24
Loans ....................................................... 26
Systematic Distribution Options ............................. 26
Death Benefit ............................................... 27
The Income Phase ............................................ 29
Taxation .................................................... 33
Other Topics ................................................ 40

The Company - Variable Annuity Account C - Performance
Reporting - Voting Rights - Contract Distribution - Contract
Modification - Legal Matters and Proceedings - Payment Delay or
Suspension - Transfer of Ownership; Assignment  - Account Termination
- - Year 2000 Readiness

Contents of the Statement of Additional Information ......... 46
Appendix I - The Guaranteed Accumulation Account ............ 47
Appendix II - The Fixed Account ............................. 49
Appendix III - The Fixed Plus Account ....................... 51
Appendix IV - Appointment of Employer ....................... 55
Appendix V - The Funds ...................................... 56
Appendix VI - Condensed Financial Information Table of 
              Contents....................................... 59
</TABLE>



                                                                               3
<PAGE>

[begin sidebar text]

The Contract and Your Retirement Plan

Retirement Plan (plan): A plan sponsor has established a retirement plan for
you. This contract is offered as a funding option for that plan. We are not a
party to the plan.

Plan Type: We refer to the retirement plan by the Tax Code section under which
it qualifies. For example: a "457 plan" is a plan that qualifies for tax
treatment under code section 457. To learn which code section applies to your
plan, contact your plan sponsor, your Aetna representative or the Company.

Contract Rights: Rights under the contract and who may exercise those rights,
may vary by plan type. Also, while the contract may reserve certain rights for
the contract holder, the contract holder may permit you to exercise those rights
through the plan.

[end sidebar text]

Contract Overview
- --------------------------------------------------------------------------------
The following is a summary. Please read each section of this prospectus for
additional information.

                                   Who's Who

You (the participant)*: The individual who participates in the contract through
a retirement plan.

Plan Sponsor: The sponsor of your retirement plan. Generally, your employer
or a trust.

Contract Holder*: The person to whom we issue the contract. Generally, the
plan sponsor.

We (the Company): Aetna Life Insurance and Annuity Company. We issue the
contract.

For greater detail please review "Contract Rights and Ownership" and "Purchase."

- -------------------------
* Certain contracts are purchased by and issued directly to persons 
  participating in certain plans. The words "you" and "participant" apply to
  these individuals, except that these individuals have all rights under the
  contract. The word "contract holder" also applies to these individuals, except
  that these individuals have no responsibilities to other participants or
  beneficiaries.

                                 Contract Facts

Free look/Right to Cancel: Contract holders may cancel the contract no later
than 10 days after they receive the contract. Participants in 403(b) plans or in
some plans under 401(a)/401(k) may cancel their participation in the contract no
later than 10 days after they receive evidence of participation in the contract.
See "Right to Cancel."

Death Benefit: A beneficiary may receive a benefit in the event of your death
prior to the income phase. Death benefits during the income phase depend on the
payment option selected. See "Death Benefit" and "Income Phase."

Withdrawals: During the accumulation phase, you may, under some plans, withdraw
all or part of your account value. Amounts withdrawn may be subject to an early
withdrawal charge, other deductions, tax withholding and taxation. See
"Withdrawals" and "Taxation."

Systematic Distribution Options: These allow you to receive regular payments
from your account, while retaining the account in the accumulation phase. See
"Systematic Distribution Options."

Fees: Certain fees are deducted from your account value. See "Fee Table" and
"Fees."

Taxation: The Tax Code has certain rules that apply to amounts accumulated and
distributed under the contract. Tax penalties may apply if rules are not
followed. See "Taxation."


 4
<PAGE>

                              Contract Phases


I. The Accumulation Phase (accumulating retirement benefits)

STEP 1: You or the contract holder provide Aetna Life Insurance and Annuity
Company with your completed enrollment materials.

According to the plan, we set up one or more accounts for you. We may set up
account(s) for employer contributions and/or for contributions from your salary.

STEP 2: The contract holder, or you if permitted by your plan, direct us to
invest your account dollars in any of the:

(a) Fixed Interest Options

(b) Variable Investment Options.

    (The variable investment options are the subaccounts of Variable Annuity
    Account C. Each one invests in a specific mutual fund.)

STEP 2(b), continued:. The subaccount(s) selected purchases shares of its
corresponding fund.

II. The Income Phase

The contract offers several payment options (see "Income Phase"). In general,
you may:

o Receive payments over a lifetime or a specified period
o Receive payments monthly, quarterly, semi-annually or annually
o Select an option that provides a death benefit to beneficiaries
o Select fixed payments or payments that vary based on the performance of the
  variable investment options you select.


    
                        -------------
                         Payments to
                         Your Account
                        -------------

                            Step 1

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

          Aetna Life Insurance and Annuity Company

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

       a.                 Step 2                      b.
  -----------       ----------------------------------------------

    Fixed                          Variable Annuity
   Interest                            Account C
   Options

                             Variable Investment Options




                                   The Subaccounts
  -----------       ----------------------------------------------

                          A             B                Etc.

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

                            Step    2(b)

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

                       Mutual            Mutual          Etc.
                       Fund A            Fund B

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


[begin sidebar text]

Questions? Contact your local representative or write or call the Home Office:

Aetna Retirement Services
Annuity Services
151 Farmington Avenue
Hartford, CT 06156-1277

1-800-525-5225

Sending forms and written requests in good order


If you are writing to change your beneficiary, request a withdrawal, or for any
other purpose, contact your local representative or the Company to learn what
information is required in order for the request to be in "good order." We can
only act upon written requests that are received in good order.

[end sidebar text]

                                                                           5
<PAGE>

[begin sidebar text]

In This Section:

o Maximum Transaction Fees

o Maximum Fees deducted from investments in the Subaccounts

o Fund Fees

o Examples of Fee Deductions

See "Fees" for:

o Early Withdrawal Charge Schedules

o How, When and Why Fees are Deducted

o Reduction, Waiver and/or Elimination of Certain Fees

o Premium and Other Taxes

See "Income Phase" for:

o Fees during the income phase

[end sidebar text]


Fee Table
- --------------------------------------------------------------------------------

The tables and examples in this section show the fees your account may incur
while accumulating dollars under the contract (the Accumulation Phase). See
"Income Phase" for fees that may apply after you begin receiving payments
under the contract. The fees shown below do not include premium taxes that
may be applicable

Transaction Fees

Maximum Early Withdrawal Charge*.......................  5% of amount withdrawn

This is a deferred sales charge. It is a percentage of the amount withdrawn.
The percentage will be determined by the applicable early withdrawal charge
schedule in the "Fees" section. In certain cases this charge may not apply to a
portion or all of your withdrawal. The early withdrawal charge reduces over
time.

Maximum Annual Maintenance Fee.......................................... $20.00

Fees Deducted From the Subaccounts
Maximum Amounts*
(Daily deductions equal to the given percentage on an annual basis)

Mortality and Expense Risk Charge.......................................1.25%

Administrative Expense Charge...........................................0.25%

Total Separate Account Expenses.........................................1.50%

- -------------------------
*These fees may be waived, reduced or eliminated in certain circumstances. See
 "Fees."



 6
<PAGE>

Fees Deducted by the Funds

Using this Information. The following table shows the investment advisory fees
and other expenses charged annually by each fund. Fund fees are one factor that
impacts the value of a fund share. To learn about additional factors, refer to
the fund prospectus.

How Fees are Deducted. Fund fees are not deducted from account values. Instead,
fees are deducted from the value of the fund shares on a daily basis, which in
turn will affect the value of each subaccount on a daily basis. Except as noted
below, the following figures are a percentage of the average net assets of each
fund, and are based on figures for the year ended December 31, 1998.

   
<TABLE>
<CAPTION>

                                                                  Investment
                                                               Advisory Fees(1)      Other Expenses
                                                                (before expense     (before expense       Total Fund
                                                                reimbursement)       reimbursement)     Annual Expenses
                                                              ------------------   -----------------   ----------------
<S>                                                           <C>                  <C>                 <C>
Aetna Ascent VP
Aetna Balanced VP, Inc.
Aetna Bond VP
Aetna Crossroads VP
Aetna Growth VP
Aetna Growth and Income VP
Aetna High Yield VP
Aetna Index Plus Large Cap VP
Aetna Index Plus Mid Cap VP
Aetna Index Plus Small Cap VP
Aetna International VP
Aetna Legacy VP
Aetna Money Market VP
Aetna Real Estate Securities VP
Aetna Small Company VP
Aetna Value Opportunity VP
AIM V. I. Capital Appreciation Fund
AIM V. I. Growth Fund
AIM V. I. Growth and Income Fund
AIM V. I. Value Fund
Calvert Social Balanced Portfolio
Fidelity VIP Equity-Income Portfolio
Fidelity VIP Growth Portfolio
Fidelity VIP Overseas Portfolio
Fidelity VIP II Contrafund Portfolio
Janus Aspen Aggressive Growth Portfolio
Janus Aspen Balanced Portfolio
Janus Aspen Flexible Income Portfolio
Janus Aspen Growth Portfolio
Janus Aspen Worldwide Growth Portfolio
Lexington Natural Resources Trust
Oppenheimer Global Securities Fund
Oppenheimer Strategic Bond Fund
Portfolio Partners MFS Emerging Equities Portfolio (2)
Portfolio Partners MFS Research Growth Portfolio (2)
Portfolio Partners MFS Value Equity Portfolio
Portfolio Partners Scudder International Growth Portfolio
Portfolio Partners T. Rowe Price Growth Equity Portfolio
</TABLE>
    


                                                                               7
<PAGE>

Footnotes to the "Fees Deducted by the Funds" table

(1) Certain of the fund advisers reimburse the Company for administrative
    costs in connection with administering the funds as variable investment
    options under the contracts. These reimbursements are paid out of the
    investment advisory fees and are not charged to investors.

(2) The advisory fee is 0.70% of the first $500 million of average daily net
    assets and 0.65% of assets over $500 million.

 8
<PAGE>

Hypothetical Examples

Account Fees Incurred Over Time. The following hypothetical examples show the
fees paid over time if $1,000 is invested in a subaccount, assuming a 5% annual
return on the investment. For the purpose of these examples, we deducted the
maximum allowed under the contract for the following fees: mortality and expense
risk charge of 1.25% on an annual basis, administrative expense charge of 0.25%
on an annual basis, and a maintenance fee of $20.00 (converted to a percentage
of assets equal to x.xxx%).

- ----------------------------------------------------
o These examples are purely hypothetical
o They should not be considered a representation
  of past or future fees or expected returns
o Actual fees and/or returns may be more or less
  than those shown in these examples.
- ----------------------------------------------------

   
<TABLE>
<CAPTION>

                                                                   EXAMPLE A
                                                                   ---------
                                                    If you withdraw your entire account
                                                    value at the end of the periods shown,
                                                    you would pay the following fees,
                                                    including any applicable Early
                                                    Withdrawal Charge assessed:*
                                                    1 year   3 years   5 years   10 years
                                                    -------- --------- --------- ----------
<S>                                                 <C>      <C>       <C>       <C>
Aetna Ascent VP
Aetna Balanced VP, Inc.
Aetna Bond VP
Aetna Crossroads VP
Aetna Growth VP
Aetna Growth and Income VP
Aetna High Yield VP
Aetna Index Plus Large Cap VP
Aetna Index Plus Mid Cap VP
Aetna Index Plus Small Cap VP
Aetna International VP
Aetna Legacy VP
Aetna Money Market VP
Aetna Real Estate Securities VP
Aetna Small Company VP
Aetna Value Opportunity VP
AIM V. I. Capital Appreciation Fund
AIM V. I. Growth Fund
AIM V. I. Growth and Income Fund
AIM V. I. Value Fund
Calvert Social Balanced Portfolio
Fidelity VIP Equity-Income Portfolio
Fidelity VIP Growth Portfolio
Fidelity VIP Overseas Portfolio
Fidelity VIP II Contrafund Portfolio
Janus Aspen Aggressive Growth Portfolio
Janus Aspen Balanced Portfolio
Janus Aspen Flexible Income Portfolio
Janus Aspen Growth Portfolio
Janus Aspen Worldwide Growth Portfolio
Lexington Natural Resources Trust
Oppenheimer Global Securities Fund
Oppenheimer Strategic Bond Fund
Portfolio Partners MFS Emerging Equities Portfolio
Portfolio Partners MFS Research Growth Portfolio
Portfolio Partners MFS Value Equity Portfolio
Portfolio Partners Scudder International Growth Portfolio
Portfolio Partners T. Rowe Price Growth Equity Portfolio



<CAPTION>
                                                                EXAMPLE B
                                                                ---------
                                                     If you leave your entire
                                                     account value invested or
                                                     if you select an income
                                                     phase payment option at
                                                     the end of the periods shown, you
                                                     would pay the following fees (no early
                                                     withdrawal charge is reflected):**
                                                    1 year   3 years   5 years   10 years
                                                    -------- --------- --------- ---------
<S>                                                 <C>      <C>       <C>       <C>
Aetna Ascent VP
Aetna Balanced VP, Inc.
Aetna Bond VP
Aetna Crossroads VP
Aetna Growth VP
Aetna Growth and Income VP
Aetna High Yield VP
Aetna Index Plus Large Cap VP
Aetna Index Plus Mid Cap VP
Aetna Index Plus Small Cap VP
Aetna International VP
Aetna Legacy VP
Aetna Money Market VP
Aetna Real Estate Securities VP
Aetna Small Company VP
Aetna Value Opportunity VP
AIM V. I. Capital Appreciation Fund
AIM V. I. Growth Fund
AIM V. I. Growth and Income Fund
AIM V. I. Value Fund
Calvert Social Balanced Portfolio
Fidelity VIP Equity-Income Portfolio
Fidelity VIP Growth Portfolio
Fidelity VIP Overseas Portfolio
Fidelity VIP II Contrafund Portfolio
Janus Aspen Aggressive Growth Portfolio
Janus Aspen Balanced Portfolio
Janus Aspen Flexible Income Portfolio
Janus Aspen Growth Portfolio
Janus Aspen Worldwide Growth Portfolio
Lexington Natural Resources Trust
Oppenheimer Global Securities Fund
Oppenheimer Strategic Bond Fund
Portfolio Partners MFS Emerging Equities Portfolio
Portfolio Partners MFS Research Growth Portfolio
Portfolio Partners MFS Value Equity Portfolio
Portfolio Partners Scudder International Growth Portfolio
Portfolio Partners T. Rowe Price Growth Equity Portfolio
</TABLE>

- -----------------
*  This example reflects deduction of an early withdrawal charge calculated
   using Early Withdrawal Charge Schedule I (based on completed payment
   periods.) Schedule I is listed in "Fees."
** Example B will not apply if during the income phase a nonlifetime payment
   option is elected with variable payments and a lump sum payment is requested
   within a certain number of years as specified in the contract. In that case,
   the lump sum payment is treated as a withdrawal during the accumulation phase
   and may be subject to an early withdrawal charge. (Refer to Example A.)
    


                                                                               9
<PAGE>

Condensed Financial Information
- --------------------------------------------------------------------------------

Understanding Condensed Financial Information. In Appendix VI, we provide
condensed financial information about the Variable Annuity Account C (the
separate account) subaccounts available under the contracts. These tables show
the values of the subaccounts over the past 10 years. For subaccounts that were
not available 10 years ago, we give a history from the date of first
availability.




Investment Options
- --------------------------------------------------------------------------------

The contract offers variable investment options and fixed interest options. When
we establish your account(s), the contract holder, or you if permitted by the
plan, instructs us to direct account dollars to any of the available options.

Variable Investment Options. These options are called subaccounts. The
subaccounts are within Variable Annuity Account C (the separate account), a
separate account of the Company. Earnings on amounts invested in a subaccount
will vary depending on the performance and fees of its underlying mutual fund.
You do not invest directly in or hold shares of the funds.

o   Fund Descriptions. We provide brief descriptions of the funds in Appendix V.
    Please refer to the fund prospectuses for additional information.

Fixed Interest Options. For descriptions of the fixed interest options, see
Appendices I, II and III and the Guaranteed Accumulation Account prospectus.

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

 Selecting Investment Options
 o Choose options appropriate for you. Your Aetna representative can help you
   evaluate which subaccounts or fixed interest options may be appropriate for
   your financial goals.
 o Understand the risks associated with the options you choose. Some subaccounts
   invest in funds that are considered riskier than others. Funds with
   additional risks are expected to have a value that rises and falls more
   rapidly and to a greater degree than other funds. For example, funds
   investing in foreign or international securities are subject to additional
   risks not associated with domestic investments, and their performance may
   vary accordingly. Also, funds using derivatives in their investment strategy
   may be subject to additional risks.
 o Be informed. Read this prospectus, the fund prospectuses, fixed interest
   option appendices and the Guaranteed Accumulation Account prospectus.

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

Limits on Option Availability. Some funds and fixed interest options may not be
available through certain contracts and plans, or in some states. We may add,
withdraw or substitute funds, subject to the conditions in the contract and in
compliance with regulatory requirements.


 10
<PAGE>

Limits on Number of Options Selected. Generally, the contract holder, or you if
permitted by the plan, may select no more than 18 investment options at one time
during the accumulation phase of your account. If you have an outstanding loan
(403(b) and some 401 plans only), you may currently make a total of 18
cumulative selections over the life of the account. Each subaccount, the Fixed
Account, Fixed Plus Account, and each classification of the Guaranteed
Accumulation Account selected counts toward these limits. If you have a loan on
the account, each option counts toward the limit, even after the full value is
transferred to other options.

   
Limits Imposed by the Underlying Fund. Orders for the purchase of fund shares
may be subject to acceptance by the fund. We reserve the right to reject,
without prior notice, any allocation of payments to a subaccount if the
subaccount's investment in the corresponding fund is not accepted by the fund
for any reason.
    

Additional Risks of Investing in the Funds. (Mixed and Shared Funding) "Shared
funding" occurs when shares of a fund, which the subaccounts buy for variable
annuity contracts, are also bought by other insurance companies for their
variable annuity contracts.

"Mixed funding" occurs when shares of a fund, which the subaccounts buy for
variable annuity contracts, are bought for variable life insurance contracts
issued by us or other insurance companies.

o Shared--bought by more than one company

o Mixed--bought for annuities and life insurance

It is possible that a conflict of interest may arise due to mixed and/or shared
funding, that could adversely impact the value of a fund. For example, if a
conflict of interest occurred and one of the subaccounts withdrew its investment
in a fund, the fund may be forced to sell its securities at disadvantageous
prices, causing its share value to decrease. Each fund's board of directors or
trustees will monitor events in order to identify any conflicts which may arise
and to determine what action, if any, should be taken to address such conflicts.


                                                                              11
<PAGE>

Transfers
- --------------------------------------------------------------------------------

Transfers Among Investment Options. During the accumulation phase and, under
some contracts, the income phase, the contract holder, or you if permitted by
the plan, may transfer amounts among investment options. Transfers from fixed
interest options are restricted as outlined in Appendices I, II and III.
Transfers may be requested in writing, by telephone or, where available,
electronically. Transfers must be made in accordance with the terms of the
contract.

Value of Transferred Dollars. The value of amounts transferred in or out of
subaccounts will be based on the subaccount unit values next determined after we
receive your request in good order at our Home Office.

Telephone Transfers: Security Measures. To prevent fraudulent use of telephone
transactions, we have established security procedures. These include recording
calls on our toll-free telephone lines and requiring use of a personal
identification number (PIN) to execute transactions. You are responsible for
keeping your PIN and account information confidential. If we fail to follow
reasonable security procedures, we may be liable for losses due to unauthorized
or fraudulent telephone transactions. We are not liable for losses resulting
from following telephone instructions we believe to be genuine. If a loss occurs
when we rely on such instructions, you will bear the loss.

   
Limits on Frequent Transfers. The contracts are not designed to serve as
vehicles for frequent trading in response to short-term fluctuations in the
market. Such frequent trading can disrupt management of a fund and raise its
expenses. This in turn can have an adverse effect on fund performance.
Accordingly, organizations or individuals that use market-timing investment
strategies and make frequent transfers should not purchase the contracts.

We reserve the right to restrict, in our sole discretion and without prior
notice, transfers initiated by a market-timing organization or individual or
other party authorized to give transfer instructions on behalf of multiple
contract holders or participants. Such restrictions could include:

(1)  Not accepting transfer instructions from an agent acting on behalf of more
     than one contract holder or participant; and
(2)  Not accepting preauthorized transfer forms from market timers or other
     entities acting on behalf of more than one contract holder or participant
     at a time.

We further reserve the right to impose, without prior notice, restrictions on
transfers that we determine, in our sole discretion, will disadvantage or
potentially hurt the rights or interests of other contract holders or
participants.
    

The Dollar Cost Averaging Program. Certain contracts allow you to participate in
our Dollar Cost Averaging Program. There is no additional charge for this
service. Dollar cost averaging is a system for investing that buys fixed dollar
amounts of an investment at regular intervals, regardless of price. Our program
transfers, at regular intervals, a fixed dollar amount to one or more
subaccounts that you select. Dollar cost averaging is not permitted into the
Lexington Natural Resources Trust subaccount. Dollar cost averaging neither
ensures a profit nor guarantees against loss in a declining market. You should
consider your financial ability to continue purchases through periods of low
price levels. For additional information about this program, contact your local
representative or call the Company at the number listed in "Contract
Overview--Questions."


 12
<PAGE>

Contract Purchase and Participation
- --------------------------------------------------------------------------------

Contracts Available for Purchase. The contracts available for purchase are group
or individual deferred annuity contracts that the Company offers in connection
with plans established by eligible organizations under Tax Code sections 401(a),
401(k), 403(b), 414(h) and 457.

ERISA Notification. Some plans under Sections 401 and 403(b) are subject to
Title I of the Employee Retirement Income Security Act of 1974 (ERISA) as
amended. The contract holder must notify the Company whether Title I of ERISA
applies to the plan.

Purchasing the Contract.

1. The contract holder submits the required forms and application to the
   Company
2. We approve the forms and issue a contract to the contract holder

Participating in the Contract.

1. We provide you with enrollment materials for completion and return to us
   (occasionally enrollment is conducted by someone unaffiliated with us who is
   assisting the contract holder)
2. If your enrollment materials are complete and in good order, we establish one
   or more accounts for you. Under certain plans we establish an employee
   account for contributions from your salary and an employer account for
   employer contributions.

Acceptance or Rejection. We must accept or reject an application or your
enrollment materials within two business days of receipt. If the forms are
incomplete, we may hold any forms and accompanying payments for five business
days, unless you consent to our holding them longer. Under limited
circumstances, we may also agree, for a particular plan, to hold payments for
longer periods with the permission of the contract holder. If we agree to do
this, we will deposit the payments in the Aetna Money Market VP subaccount until
the forms are completed (or for a maximum of 105 days). If we reject the
application or enrollment, we will return the forms and any payments.


                                                                              13
<PAGE>

Methods of Payment.  The contract may allow one or more of the following
payment methods:

o   Lump sum payments--A one-time payment to your account in the form of a
    transfer from a previous plan

o   Installment payments--More than one payment made over time to your account

The plan and the contract may have certain rules or restrictions that apply to
use of these two methods. For example, we may require that installment payments
meet certain minimums. Under some contracts, we will place the different types
of payments in distinct accounts, where each account will have its own early
withdrawal charge schedule. (See "Fees--Early Withdrawal Charge Schedules")

Allocation of Payments. The contract holder or you, if the contract holder
permits, directs us to allocate initial contributions to the investment options
available under the plan. Generally, you will specify this information on your
enrollment materials. After your enrollment, changes to allocations for future
payments or transfer of existing balances among investment options may be
requested in writing and, where available, by telephone or electronically.
Allocations must be in whole percentages, and there may be limitations on the
number of investment options that can be selected. (See "Investment Options" and
"Transfers.")

Transfer Credits The Company provides a transfer credit in some cases on
transferred assets, as defined by the Company, subject to certain conditions and
state approvals. This benefit is provided on a nondiscriminatory basis. If a
transfer credit is due under the contract, you will be provided with additional
information specific to the contract.

Tax Code Restrictions. The Tax Code places some limitations on contributions to
your account. (See "Taxation.")


Contract Ownership and Rights
- --------------------------------------------------------------------------------

Who Owns the Contract? The contract holder. This is the person or entity to whom
we issue the contract.

Who Owns Money Accumulated Under the Contract?

o   Under 457 Plans. The Tax Code requires that 457 plan assets of governmental
    employers be held in trust for the exclusive benefit of you and your
    beneficiaries. An annuity contract satisfies the trust requirement of the
    Tax Code.

o   Under 403(b) Plans. Under the contract we may establish one or more accounts
    for you. Generally we establish an employee account to receive salary
    reduction and rollover amounts and an employer account to receive employer
    contributions. You have the right to the value of your employee account and
    any employer account to the extent you are vested as interpreted by the
    contract holder.


 14
<PAGE>

   Under 401(a)/401(k) Plans. Under the contract, we may establish one or more
   accounts for you. Generally, we establish an employee account to receive
   salary reduction and rollover amounts and an employer account to receive
   employer contributions. You have the right to the value of your employee
   account and any employer account to the extent that you are vested under the
   plan as interpreted by the contract holder.

Who Holds Rights under the Contract?

o   Under all contracts, except those issued through a voluntary 403(b) plan,
    the contract holder holds all rights under the contract. The contract holder
    may permit you to exercise some of those rights. For example, the contract
    holder may allow you to choose investment options.

o   If you participate in the contract through a voluntary 403(b) plan, you hold
    all rights under the contract.


Right to Cancel
- --------------------------------------------------------------------------------

When and How to Cancel. If the contract holder chooses to cancel a contract, we
must receive the contract and a written notice of cancellation within 10 days
(or a longer period if required by state law) after the contract holder's
receipt of the contract.

If you wish to cancel participation in the contract and are allowed to do so
under the contract and the plan, you must send the document evidencing your
participation and a written notice of cancellation to the Company within 10 days
after you receive confirmation of your participation in the contract.

Refunds. We will produce a refund not later than seven days after we receive the
required documents and written notice in good order at our Home Office. The
refund will equal amounts contributed to the contract or account(s), as
applicable, plus any earnings or less any losses attributable to the investment
options in which amounts were invested. In certain states, we are required to
refund contributions. When a refund of contributions is not required, the
investor bears any investment risk.


                                                                              15
<PAGE>

[begin sidebar text]

Types of Fees

There are three types of fees which you may incur under the contract:

o Transaction Fees
   o Early Withdrawal Charge
   o Annual Maintenance Fee

o Fees Deducted from the Subaccounts
   o Mortality and Expense Risk Charge
   o Administrative Expense Charge

o Fees Deducted by the Funds
   o Investment Advisory Fees
   o Other Expenses


Terms to Understand in
Schedules I and II

o Account Year--a 12-month period measured from the date we establish your
  account, or measured from any anniversary of that date.

o Contract Year--a 12-month period measured from the date we establish the
  contract, or measured from any anniversary of that date.

o Payment Period (for installment payments)-- the period of time for completion
  of the agreed upon number and amount of payments to the account. For example,
  if a payment period consists of 12 payments per year and only 11 payments are
  made, the payment period is not completed until the twelfth payment is made.

[end sidebar text]


Fees
- --------------------------------------------------------------------------------

The following repeats and adds to information provided in the "Fee Table"
section. Please review both this section and the "Fee Table" section for
information on fees.

I. Transaction Fees

Early Withdrawal Charge

Withdrawals of all or a portion of your account value may be subject to a
charge.

Purpose: This is a deferred sales charge. It reimburses us for some of the
sales and administrative expenses associated with the contract. Our remaining
sales and administrative expenses are covered by our general assets which are
attributable in part to the mortality and expense risk charge described below.

Amount: The charge is a percentage of the amount that you withdraw from the
subaccounts, the Fixed Account and the Guaranteed Accumulation Account. We do
not deduct an early withdrawal charge from amounts that you withdraw from the
Fixed Plus Account. The percentage is determined by the early withdrawal
charge schedule that applies to your account. Some of these schedules are
listed below. The charge will never be more than 8.5% of your total payments to
the account.

Early Withdrawal Charge Schedules. You may determine which schedule
applies to you by consulting your certificate, or the contract (held by the
contract holder).

Schedule I. This is the maximum early withdrawal charge schedule under the
contracts. It grades down to zero over a 10-year period, as shown below. Some
contracts have schedules that grade down to zero over fewer than 10 years.

   
Each contract will specify whether a schedule is based on one of the following:
1) The number of years since the account was established; 2) the number of
years since the contract was established; 3) the number of completed payment
periods.
    

Unless the contract provides otherwise, the same schedule applies to
payments (ongoing contributions) and to single payments (rollovers, exchanges
other one-time contributions).

                                  Schedule I

- ----------------------------------------------------------------------
<TABLE>
<S>                                          <C>
Payment Periods, Contract Years or
Account Years Completed (depending
on the contract)                             Early Withdrawal Charge
- ------------------------------------------   ------------------------
Fewer than 5                                     5%
5 or more but fewer than 7                       4%
7 or more but fewer than 9                       3%
9 or more but fewer than 10                      2%
more than 10                                     0%
- ----------------------------------------------------------------------
</TABLE>


 16
<PAGE>

Schedule II. For contracts where we establish distinct accounts for installment
payment and single payment accounts (defined above), Schedule I applies to
installment payment accounts and Schedule II applies to single payment accounts.
As shown below, Schedule II grades down to zero over a nine-year period as
account years are completed.


                                  Schedule II
      <TABLE>
      <S>                                       <C>
      ------------------------------------------------------------------
        Account Years Completed                 Early Withdrawal Charge     
      ---------------------------------------   ------------------------
        Fewer than 5                                       5%
        5 or more but fewer than 6                         4%
        6 or more but fewer than 7                         3%
        7 or more but fewer than 8                         2%
        8 or more but fewer than 9                         1%
        9 or more                                          0%
      ------------------------------------------------------------------
      </TABLE>

Early Withdrawal Charge Waivers under all Contracts. These apply to all
contracts. Also read the following two subsections regarding additional waivers,
reduction or elimination of the charge.

This charge is waived for portions of a withdrawal that are:

o Used to provide income payments during the income phase;

o Paid because of your death before income payments begin;

o Paid where your account value is $3,500 or less and no part of the account
  has been taken as a withdrawal, used to provide income payments or taken as
  a loan within the prior 12 months;

o Taken because of the election of a systematic distribution option (see
  "Systematic Distribution Options");

o Taken on or after the tenth anniversary of the effective date of the account;
  or

o Taken under accounts with an early withdrawal charge schedule based on
  completed payment periods, when you are at least age 59-1/2 and have
  completed at least nine payment periods.

Early Withdrawal Charge Waivers under Certain Contracts. To find out which
waivers apply to the contract issued in connection with your plan, consult the
certificate or the contract (held by the contract holder).

This charge is waived for portions of a withdrawal that are:

o Taken after you have separated from service with your employer. Under
  certain contracts, the employer must provide documentation of separation to
  the Company;

o Used to purchase an Aetna single premium immediate annuity or other
  contracts allowed by the Company, under the condition that you do not cancel
  the new contract and obtain a refund during the cancellation period. If you
  cancel the new contract, we will reinstate the account under the old
  contract. The amount returned to the account from the new contract may then
  be withdrawn, subject to any early withdrawal charge that would have applied
  at the time the new contract was established;

o Depending on the plan, due to financial hardship or hardship resulting from
  an unforeseeable emergency as defined by the Tax Code;

o From contracts used with plans under section 401(a)/401(k) or section 403(b)
  of the Tax Code, that is not more than 10% of your account value


                                                                              17
<PAGE>

  and is the first partial withdrawal in a calendar year. To qualify for this
  waiver you must be between the ages of 59-1/2 and 70-1/2 and cannot have
  elected the systematic withdrawal option. Any outstanding loans are not
  included in the account value when determining the 10% amount. This waiver
  does not apply to full withdrawals or to a withdrawal due to a loan default;

o Withdrawn due to the transfer of your account value to another of the
  retirement products the Company offers under the contract holder's plan,
  subject to various conditions agreed to by the contract holder and the
  Company; or

   
o When we terminate an account under the circumstances described in
  "Involuntary Termination."
    

Reduction, Waiver or Elimination. In addition to the specific waivers described
above, we may reduce, waive or eliminate the early withdrawal charge for a
particular plan. Any such reduction will reflect the differences we expect in
distribution costs or services meant to be defrayed by this charge. Factors we
consider for a reduction include, but are not limited to, the following:

o The number of participants under the plan

o The expected level of assets or cash flow under the plan

o Our agent's involvement in sales activities

o Our sales-related expenses

o Distribution provisions under the plan

o The plan's purchase of one or more other variable annuity contracts from us
  and the features of those contracts

o The level of employer involvement in determining eligibility for
  distributions under the contract

o Our assessment of financial risk to the Company relating to withdrawals

o Whether the contract results from the exchange of another contract issued by
  the Company to the same plan sponsor

We will not reduce the early withdrawal charge in a manner that is unfairly
discriminatory against any person.

We may also apply different early withdrawal charge provisions in contracts
issued to certain employer groups or associations which have negotiated the
contract terms on behalf of their employees. We will offer any resulting early
withdrawal charge uniformly to all employees in the group.


 18
<PAGE>

Reduction for Certain New York Contracts. For master 403(b) plan contracts
issued after July 29, 1993 in New York, in addition to waivers or reductions
that we grant, the state of New York requires a reduced early withdrawal charge
schedule for withdrawals from the Guaranteed Accumulation Account. The schedule
grades down over a seven-year period as account years are completed, as shown in
the table below.


     <TABLE>
     <S>                                       <C>
      -----------------------------------------------------------------
      Completed Account Years                 Early Withdrawal Charge   
      -----------------------------------------------------------------
      Fewer than 3                                       5%
      3 or more but fewer than 4                         4%
      4 or more but fewer than 5                         3%
      5 or more but fewer than 6                         2%
      6 or more but fewer than 7                         1%
      7 or more                                          0%
      -----------------------------------------------------------------
     </TABLE>

Maintenance Fee

Maximum Amount: $20.00

When/How: For those plans that have a maintenance fee, each year during the
accumulation phase we deduct this fee on your account anniversary and, in some
cases, at the time of full withdrawal. It is deducted on a pro rata basis from
your account value invested in the subaccounts and the fixed interest options.
We do not deduct this fee from a single payment account. Under some plans we
deduct the maintenance fee from both employer and employee accounts. Under some
installment plans, your employer elects whether the fee is deducted from the
employee account, employer account, or a portion from each. The Company may send
a bill to your employer at or prior to such deduction.

Purpose: This fee helps defray the administrative expenses we incur in
establishing and maintaining your account.

Reduction or elimination: When a plan meets certain criteria, we may reduce,
waive or eliminate the maintenance fee. Factors we consider reflect differences
in our level of administrative costs and services, such as:

o The size, type and nature of the group to which a contract is issued;

o the expected level of assets under the plan. Under some contracts, we may
  aggregate accounts under different contracts issued by the Company to the
  same contract holder;

o The anticipated level of administrative expenses, such as billing for
  payments, producing periodic reports, providing for the direct payment of
  account charges rather than having them deducted from account values, and
  any other factors pertaining to the level and expense of administrative
  services we will provide;

o The number of eligible participants and the program's participation rate.

Due to factors on which the maintenance fee is based, it is possible that it may
increase or decrease from year to year as the characteristics of the group
changes.

We will not unfairly discriminate against any group if we reduce or eliminate
the maintenance fee. We will make any reduction according to our own rules in
effect at the time we approve the application for a contract. We reserve the
right to change these rules from time to time.


                                                                              19
<PAGE>

II. Fees Deducted from the Subaccounts

Mortality and Expense Risk Charge

Maximum Amount: 1.25% annually of your account value invested in the
subaccounts.

When/How: This fee is deducted daily from the subaccounts. We do not deduct this
from any fixed interest option.

Purpose: The fee compensates us for the mortality and expense risks we assume
under the contracts.

o   The mortality risks are those risks associated with our promise to make
    lifetime payments based on annuity rates specified in the contracts and our
    funding of the death benefits and other payments we make to owners or
    beneficiaries of the accounts.

o   The expense risk is the risk that the actual expenses we incur under the
    contracts will exceed the maximum costs that we can charge. If the amount we
    deduct for this fee is not enough to cover our mortality costs and expenses
    under the contracts, we will bear the loss. We may use any excess to recover
    distribution costs relating to the contract and as a source of profit. We
    expect to make a profit from this fee.

Reduction: We may reduce the mortality and expense risk charge from the maximum
when the plan meets certain criteria and we agree to the reduction with the
contract holder in writing. Some contracts have a reduced mortality and expense
risk charge only during the accumulation phase of the account which then
increases during the income phase. Any reduction will reflect differences in
expenses for administration based on such factors as:

o   The expected level of assets under the plan. Under some contracts, we may
    aggregate accounts under different contracts issued by the Company to the
    same contract holder.

o   The size of the prospective group, projected annual number of eligible
    participants and the program's participation rate.

o   The plan design. For example, the plan may favor stability of invested
    assets and limit the conditions for withdrawals, loans and available
    investment options, which in turn lowers administrative expenses.

o   The frequency, consistency and method of submitting payments and loan
    repayments.

o   The method and extent of onsite services we provide and the contract
    holder's involvement in services such as enrollment and ongoing participant
    services.

o   The contract holder's support and involvement in the communication,
    enrollment, participant education and other administrative services.

o   The projected frequency of distributions.

o   The type and level of other factors that affect the overall administrative
    expense.

We will determine any reduction of mortality and expense risk on a basis that is
not unfairly discriminatory according to our rules in effect at the time a
contract application is approved. We reserve the right to change these rules
from time to time. Under some contracts we will reassess and increase or
decrease this fee each year on the anniversary of the date the contract was
established.


 20
<PAGE>

Administrative Expense Charge

Maximum Amount: 0.25% annually of your account value invested in the
subaccounts.

When/How: For all participants who became covered under a contract on or after
November 5, 1984, we reserve the right to charge an administrative expense
charge of up to 0.25% annually. We are currently deducting this charge under the
contracts issued to some plans. If charged, this fee is deducted daily from the
subaccounts. We do not deduct this from any fixed interest option. This fee may
be assessed during the accumulation phase and/or the income phase. If we are
currently imposing this fee under the contract issued in connection with your
plan when you enter the income phase, the fee will apply to you during the
entire income phase.

Purpose: This fee helps defray our administrative expenses that cannot be
covered by the mortality and expense charge described above. The fee is not
intended to exceed our average expected cost of administering the contracts. We
do not expect to make a profit from this fee.

Reduction: Under some contracts, if we charge the administrative expense charge,
we may reduce it from the maximum when the plan meets certain criteria and we
agree to the reduction with the contract holder, in writing. The level of the
fee may be reassessed and increased or decreased at each contract anniversary as
the characteristics of the group change.

III. Fund Expenses

Maximum Amount: Each fund determines its own advisory fees and expenses. For a
list of fund fees see "Fee Table." The fees are described in more detail in each
fund prospectus.

When/How: Fund fees are not deducted from your account. Fund advisory fees and
expenses are reflected in the daily value of the fund shares, which will in turn
affect the daily value of each subaccount.

Purpose: These amounts help to pay the fund's investment advisor and operating
expenses.

IV. Premium and Other Taxes
Maximum Amount: Some states and municipalities charge a premium tax on
annuities. These taxes currently range from 0% to 4%, depending on the
jurisdiction.

When/How: We reserve the right to deduct premium taxes from your account value
or from payments to the account at any time, but not before there is a tax
liability under state law. Our current practice is to deduct premium taxes at
the time of a full withdrawal or the commencement of income phase payments. We
will not deduct any municipal premium tax of 1% or less, but we reserve the
right to reflect such an expense in our annuity purchase rates.

In addition, the Company reserves the right to assess a charge for any federal
taxes due against the separate account. (See "Taxation.")


                                                                              21
<PAGE>

Your Account Value
- --------------------------------------------------------------------------------

During the accumulation phase, your account value at any given time equals:

o Account dollars directed to the fixed interest options, including interest
  earnings to date

o Less any deductions from the fixed interest options (e.g. withdrawals, fees)

o Plus the current dollar value of amounts invested in the subaccounts.

Subaccount Accumulation Units. When a fund is selected as an investment option,
your account dollars invest in "accumulation units" of the Variable Annuity
Account C subaccount corresponding to that fund. The subaccount invests directly
in the fund shares. The value of your interests in a subaccount is expressed as
the number of accumulation units you hold multiplied by an "Accumulation Unit
Value," as described below, for each unit.

Accumulation Unit Value (AUV). The value of each accumulation unit in a
subaccount is called the accumulation unit value or AUV. The value of
accumulation units vary daily in relation to the underlying fund's investment
performance. The value also reflects deductions for fund fees and expenses, the
mortality and expense risk charge, and the administrative expense charge (if
any). We discuss these deductions in more detail in "Fee Table" and "Fees."

Valuation. We determine the AUV every business day after the close of the New
York Stock Exchange. At that time, we calculate the current AUV by multiplying
the AUV last calculated by the "net investment factor" of the subaccount. The
net investment factor measures the investment performance of the subaccount from
one valuation to the next.

Current AUV = Prior AUV x Net Investment Factor

Net Investment Factor. The net investment factor for a subaccount between two
consecutive valuations equals the sum of 1.0000 plus the net investment rate.

   
Net Investment Rate. The net investment rate is computed according to a formula
that is equivalent to the following:

o The net assets of the fund held by the subaccount as of the current
  valuation, minus;

o The net assets of the fund held by the subaccount at the preceding valuation,
  plus or minus;

o Taxes or provisions for taxes, if any, due to subaccount operations (with
  any federal income tax liability offset by foreign tax credits to the extent
  allowed);

o Divided by the total value of the subaccount's units at the preceding
  valuation;

o Minus a daily deduction for the mortality and expense risk charge and the
  administrative expense charge (if any). See "Fees."

The net investment rate may be either positive or negative.
    

 22
<PAGE>

Hypothetical Illustration. As a hypothetical illustration, assume that an
investor contributes $5,000 to his account and directs us to invest $3,000 in
Fund A and $2,000 in Fund B. After receiving the contribution and following the
next close of business of the New York Stock Exchange, the applicable AUV's are
$10 for Subaccount A, and $25 for Subaccount B. The investor's account is
credited with 300 accumulation units of subaccount A, and 80 accumulation units
of subaccount B.




Step 1: An Investor contributes $5000

Step 2:

A. He directs us to invest $3,000 in Fund A. His dollars purchase 300
   accumulation units of Subaccount A ($3,000 divided by the current
   $10 AUV).

B. He directs us to invest $2,000 in Fund B. His dollars purchase 80
   accumulation units of Subaccount B ($2,000 divided by the current
   $25 AUV).

Step 3: The separate account then purchases shares of the applicable funds at
the current market value (NAV).


                         -----------------------------
                              $5,000 contribution
                         -----------------------------

                                   Step 1

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

                    Aetna Life Insurance and Annuity Company

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

                                   Step 2

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

                         Variable Annuity Account C

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

                   Subaccount A         Subaccount B         Etc.
                   300                  80
                   accumulation         accumulation
                   units                units








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


                                   Step 3


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

                           Fund A          Fund B

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

The fund's subsequent investment performance, expenses and charges, and the
daily charges deducted from the subaccount, will cause the AUV to move up or
down on a daily basis.


                                                                              23
<PAGE>

[begin sidebar text]

Taxes, Fees and Deductions

Amounts withdrawn may be subject to one or more of the following:

o Early Withdrawal Charge (see "Fees--Early Withdrawal Charge")

o Maintenance Fee (see "Fees--Maintenance Fee")

o Market Value Adjustment (see Appendix III)

o Tax Penalty (see "Taxation")

o Tax Withholding (see "Taxation")

To determine which may apply, refer to the appropriate sections of this
prospectus, contact your Aetna representative or call the Company at the number
listed in "Contract Overview-- Questions."

[end sidebar text]


Payments to Your Account. If all or a portion of initial payments are directed
to the subaccounts, they will purchase subaccount accumulation units at the AUV
next computed after our acceptance of the applicable application or enrollment
forms, as described in "Contract Purchase and Participation." Subsequent
payments or transfers directed to the subaccounts that we receive by the close
of business of the New York Stock Exchange (Exchange) will purchase subaccount
accumulation units at the AUV next computed after the close of the Exchange on
that day. The value of subaccounts may vary day to day.

Withdrawals
- --------------------------------------------------------------------------------

Making a Withdrawal. Subject to limitations on withdrawals from the fixed
interest options and other restrictions (see "Withdrawal Restrictions" below),
the contract holder, or you if permitted by the plan, may withdraw all or a
portion of your account value at any time during the accumulation phase.

Steps for Making a Withdrawal. The contract holder, or you if permitted by
the plan, must:

o Select the withdrawal amount
  o  Full Withdrawal: You will receive, reduced by any required withholding tax,
     your account value allocated to the subaccounts, the Guaranteed
     Accumulation Account (plus or minus any applicable market value adjustment)
     and the Fixed Account, minus any applicable early withdrawal charge, plus
     the amount available for withdrawal from the Fixed Plus Account.
  o  Partial Withdrawal (Percentage or Specified Dollar Amount): You will
     receive, reduced by any required withholding tax, the amount you specify,
     subject to the value available in your account. However, the amount
     actually withdrawn from your account will be adjusted by any applicable
     early withdrawal charge for amounts withdrawn from the subaccounts or the
     Fixed Account, and any positive or negative market value adjustments for
     amounts withdrawn from the Guaranteed Accumulation Account. The amount
     available from the Fixed Plus Account may be limited.

     For a description of limitations on withdrawals from the Fixed Plus
     Account, see Appendix III.

o Select investment options. If this is not specified, we will withdraw dollars
  proportionally from each investment option in which you have an account value.

o Properly complete a disbursement form and submit it to the Home Office.

Calculation of Your Withdrawal. We determine your account value every normal
business day after the close of the New York Stock Exchange. We pay withdrawal
amounts based on your account value either:

(1) As of the next valuation after we receive a request for withdrawal in good
    order at our Home Office, or
(2) On such later date as specified on the disbursement form.

Delivery of Payment. Payments for withdrawal requests will be made in accordance
with SEC requirements. Normally, we will send your payment not later than seven
calendar days following our receipt of your disbursement form in good order.


 24
<PAGE>

Reinvestment Privilege. (not applicable to contracts under 457 plans). Some
contracts allow one-time use of a reinvestment privilege. Within 30 days after a
full withdrawal, if allowed by law and the contract, you may elect to reinvest
all or a portion of the proceeds. We must receive reinvested amounts within 60
days of the withdrawal. We will credit the account for the amount reinvested
based on the subaccount values next computed following our receipt of your
request and the amount to be reinvested. We will credit the amount reinvested
proportionally for maintenance fees and early withdrawal charges imposed at the
time of withdrawal. We will deduct from the amounts reinvested any maintenance
fee which fell due after the withdrawal and before the reinvestment. We will
reinvest in the same investment options and proportions in place at the time of
withdrawal. Special rules apply to reinvestments of amounts withdrawn from the
Guaranteed Accumulation Account (see Appendix I). Seek competent advice
regarding the tax consequences associated with reinvestment.


Withdrawal Restrictions. Some plans may have other limits on withdrawals, other
than or in addition to those listed below.

o  Section 403(b)(11) of the Tax Code generally prohibits withdrawal prior to
   your death, disability, attainment of age 59-1/2, separation from service or
   financial hardship, of the following: (1) Salary reduction contributions made
   after December 31, 1988 and; (2) Earnings on those contributions and earnings
   on amounts held before 1989 and credited after December 31, 1988.

o  401(k) plans generally prohibit withdrawal of salary reduction contributions
   and associated earnings prior to your death, disability, attainment of age
   59-1/2, separation from service, or financial hardship. Income attributable
   to salary reduction contributions and credited on or after January 1, 1989
   may not be distributed in the case of hardship.

o  The contract may require that the contract holder certify that you are
   eligible for the distribution.

o  If you are married and covered by an ERISA plan, the contract holder must
   provide certification that Retirement Equity Act requirements have been met.

o  Participants in Ball State University Alternate Pension Plan--The portion of
   your account value attributable to employer contributions and applicable
   earnings may not be withdrawn unless: your employment is terminated with Ball
   State University, or you have died, retired or separated from service. The
   contract holder may withdraw the employer account value, and you may transfer
   employer account values pursuant to an IRS Revenue Ruling 90-24 transfer,
   without regard to this restriction. No early withdrawal charge will apply to
   the first 20% of the employer account value transferred via a 90-24 transfer
   in a calendar year. This waiver does not apply to a 90-24 transfer of the
   full employer account value.

o  Participants in Texas Optional Retirement Program--You may not receive any
   distribution before retirement, except upon becoming totally disabled or
   terminating employment with Texas public institutions of higher learning.
   Conditions under which you may exercise the right to withdraw and the right
   to advance the date on which an income phase payment option is to begin are
   limited. These restrictions are imposed by reason of the Texas Attorney
   General's interpretation of Texas law.


                                                                              25
<PAGE>

[begin sidebar text]

Features of a Systematic Distribution Option (SDO)

If available under your plan, an SDO allows you to receive regular payments from
your account without moving into the income phase. By remaining in the
accumulation phase, you retain certain rights and investment flexibility not
available during the income phase. Because the account remains in the
accumulation phase, all accumulation phase charges continue to apply.

[end sidebar text]

Loans
- --------------------------------------------------------------------------------

Availability. For certain 403(b) plans and some 401(a) and 401(k) plans, if
allowed by the contract and the plan, you may take out a loan from your account
value during the accumulation phase. Some contracts restrict loans from your
employer account. Loans are only allowed from amounts allocated to certain
subaccounts and fixed interest options. Additional restrictions may apply under
the Tax Code or due to our administrative practices.

Requests. If you are eligible to obtain a loan, you may request one by properly
completing the loan request form and submitting it to our Home Office. Read the
terms of the loan agreement before submitting any request.

Systematic Distribution Options
- --------------------------------------------------------------------------------

Availability of Systematic Distribution Options (SDOs) To exercise one of
these options the account value must meet any minimum dollar amount and age
criteria applicable to that option. To determine what SDOs are available,
check with the contract holder or the Company. The Company reserves the
right to discontinue the availability of one or all of the SDOs at any time,
and/or to change the terms for future elections.

SDOs currently available under the contract include the following:

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

o  ECO--Estate Conservation Option. Also allows you to maintain the account in
   the accumulation phase and provides periodic payments designed to meet the
   Tax Code's minimum distribution requirement.

   Under ECO, the Company calculates the minimum distribution amount required by
   law at age 59-1/2 (for certain plans, 70-1/2 or retirement, if later) and
   pays you that amount once a year.

   For certain contracts issued in the state of New York, no market value
   adjustment is imposed on ECO withdrawals from the Guaranteed Accumulation
   Account.

o  Other SDOs may be available from time to time. Additional information
   relating to any of the SDOs may be obtained from your local representative or
   from the Company's Home Office.

Electing an SDO. The contract holder, or you if permitted by the plan, makes the
election of an SDO. For some contracts, the contract holder must provide the
Company with certification that the distribution is in accordance with terms of
the plan.

Terminating an SDO. Once you elect an SDO, except for accounts that are part of
457 plan contracts, you may revoke it at any time through a written request to
our Home Office. Once revoked, an option may not be elected again, nor may any
other SDO be elected, unless the Tax Code permits it.


 26
<PAGE>

Tax Consequences. Withdrawals received through these options may have tax
consequences. See "Taxation."

Death Benefit
- --------------------------------------------------------------------------------

The contract provides a death benefit in the event of your death, which is
payable to the beneficiary named under the contract (contract beneficiary).

o  Under contracts issued in connection with most types of plans except
   voluntary 403(b) plans, the contract holder must be named as the contract
   beneficiary, but may direct that we make any payments to the beneficiary you
   name under the plan (plan beneficiary).

o  Under contracts issued in connection with voluntary 403(b) plans, you may
   generally designate your own contract beneficiary, who will normally be your
   plan beneficiary as well.

During the Accumulation Phase

Payment Process

1. Following your death, the contract beneficiary (on behalf of the plan
   beneficiary if applicable), must provide the Company with proof of death
   acceptable to us and a payment request in good order.
2. The payment request should include selection of a benefit payment option.
3. Within seven days after we receive proof of death acceptable to us and
   payment request in good order at our Home Office, we will mail payment,
   unless otherwise requested.

Until a payment option is selected, account dollars will remain invested as at
the time of your death, and no distributions will be made.

Benefit Payment Options. The following payment options are available, if
allowed by the Tax Code:

o  Lump-sum payment

o  Payment under an available income phase payment option (see "Income
   Phase--Payment Options")

   If the contract beneficiary or plan beneficiary is your spouse, payment under
   an available systematic distribution option (not available under all plans)

The following options are also available under some contracts, however, the Tax
Code limits how long the death benefit proceeds may be left in these options:

o  Leaving the account value invested in the contract

o  Under some contracts, leaving your account value on deposit in the company's
   general account and receiving monthly, quarterly, semi-annual or annual
   interest payments at the interest rate currently credited on such deposits.
   The balance on deposit can be withdrawn at any time or paid in accordance
   with any of the available income phase payment options (see "Income
   Phase--Payment Options").


[begin sidebar text]

During the Income Phase

This section provides information about the accumulation phase. For death
benefit information applicable to the income phase (see "Income Phase").

[end sidebar text]

                                                                              27
<PAGE>

Death Benefit Calculation. For most contracts the death benefit will be based on
your account value. For amounts held in the Guaranteed Accumulation Account
(GAA), any positive market value adjustment (MVA) will be included in your
account value. If a negative MVA applies, it would be deducted only if the death
benefit is withdrawn more than six months after your death. We describe MVA in
Appendix I and the GAA prospectus.

The death benefit is calculated as of the next time we value your account
following the date on which we receive proof of death and payment request in
good order. In addition to this amount, some states require we pay interest
calculated from date of death at a rate specified by state law.

Some contracts provide a guaranteed death benefit if the contract beneficiary
(on behalf of the plan beneficiary, if applicable) elects a lump-sum
distribution or an income phase payment option within six months of your death.
For those contracts, the guaranteed death benefit is the greater of :

(a)  Your account value on the day that notice of death and request for payment
     are received in good order at our Home Office, plus any positive aggregate
     MVA that applies to amounts allocated to the GAA
(b)  The sum of payments (minus any applicable premium tax) made to your
     account, minus withdrawals made from your account and any outstanding loan
     amount.

Tax Code Requirements. The Tax Code requires distribution of death benefit
proceeds within a certain period of time. Failure to begin receiving death
benefit payments within those time periods can result in tax penalties.
Regardless of the method of payment, death benefit proceeds will generally be
taxed to the beneficiary in the same manner as if you had received those
payments. See "Taxation" for additional information.


28
<PAGE>

The Income Phase
- --------------------------------------------------------------------------------

During the income phase you receive payments from your accumulated account
value.

Initiating Payments. At least 30 days prior to the date you want to start
receiving payments, the contract holder, or you if permitted by the plan, must
notify us in writing of the following:

o  Start date

o  Payment option (see the payment options table in this section)

o  Payment frequency (i.e., monthly, quarterly, semi-annually or annually)

o  Choice of fixed or variable payments

o  Selection of an assumed net investment rate (only if variable payments are
   elected)

o   Under some plans, certification from your employer and/or submission of the
    appropriate forms is also required

The account will continue in the accumulation phase until the contract holder or
you, as applicable, properly initiate payments. Once a payment option is
selected, it may not be changed; however, certain options allow you to withdraw
a lump sum.

What Affects Payment Amounts? Some of the factors that may affect payment
amounts include: your age, your account value, the payment option selected,
number of guaranteed payments (if any) selected, and whether you select variable
or fixed payments.

Fixed Payments. Amounts funding fixed payments will be held in the Company's
general account. Fixed payments will remain the same over time.

Variable Payments. Amounts funding your income phase payments will be held in
the subaccount(s) selected, or a combination of subaccounts and fixed interest
options. Some contracts restrict the subaccounts available, the number of
investment options to be selected and how many transfers, if any, are allowed
among options. For variable payments, an assumed net investment rate must be
selected.

Payments from the Fixed Plus Account. Under some contracts, if a nonlifetime
payment option is selected, payments from the Fixed Plus Account may only be
made on a fixed basis.

Assumed Investment Rate. For variable payments, an assumed investment rate must
be selected. If you select a 5% rate, your first payment will be higher, but
subsequent payments will increase only if the investment performance of the
subaccounts you selected is greater than 5% annually, after deduction of fees.
Payment amounts will decline if the investment performance is less than 5%,
after deduction of fees.

If you select a 3-1/2% rate, your first payment will be lower and subsequent
payments will increase more rapidly or decline more slowly depending on the
investment performance of the subaccounts you selected. For more information
about selecting an assumed net investment rate, request a copy of the Statement
of Additional Information by calling the Company. (see "Contract
Overview--Questions").

[begin sidebar text]

We may have used the following terms in prior prospectuses:

Annuity Phase--Income Phase

Annuity Option--Payment Option

Annuity Payment--Income Phase Payment

Annuitization--Initiating Income Phase Payments

[end sidebar text]


                                                                              29
<PAGE>

Selecting an Increasing Payment. Under certain payment options, if you select
fixed payments, some contracts will allow you to elect an increase of one, two,
or three percent, compounded annually. The higher your percentage, the lower
your initial payment will be, while future payments will increase each year at a
greater rate. Generally, this feature is not available with cash refund payment
options and nonlifetime options.

Fees Deducted

   
o  If variable payments are elected, we make a daily deduction for mortality and
   expense risks from any amounts held in the subaccounts. The maximum mortality
   and expense risk charge during the income phase is 1.25% on an annual basis.
   Under some contracts, we may reduce this fee based on certain factors. (See
   "Fees--Mortality and Expense Risk Charge.")
    

o  We may also deduct a daily administrative charge from amounts held in the
   subaccounts. We currently charge this under some contracts and reserve the
   right to charge it under all others. The maximum amount is 0.25% on an annual
   basis. If we are currently imposing this fee under the contract issued in
   connection with your plan when you enter the income phase, the fee will apply
   throughout the entire income phase.

Required Minimum Payment Amounts. The initial payment or the annual payment
total must meet the minimums stated in the contract. If your account value is
too low to meet these minimum payment amounts, you will receive one lump sum
payment.

Death Benefit During the Income Phase. The death benefits that may be available
to a beneficiary are outlined in the payment option table below. If a lump sum
payment is due as a death benefit, we will make payment within seven calendar
days after we receive proof of death acceptable to us and the payment request at
our Home Office.

Taxation. To avoid certain tax penalties, you and any beneficiary must meet the
distribution rules imposed by the Tax Code. (See "Taxation.")


 30
<PAGE>

Payment Options

The following tables list the payment options and accompanying death benefits
which may be available under the contracts. Some contracts restrict the options
and the terms available. Refer to your certificate or check with your contract
holder for details. We may offer additional payment options under the contract
from time to time.

Terms used in the Tables:

Annuitant: The person(s) on whose life expectancy the income phase payments are
calculated.

Beneficiary: The person designated to receive the death benefit payable under
the contract.


<TABLE>
<S>                     <C>
- -----------------------------------------------------------------------------------------------------------------------------------
                                               Lifetime Payment Options
- -----------------------------------------------------------------------------------------------------------------------------------
                        Length of Payments: For as long as the annuitant lives. It is possible that only one payment will
 Life Income            be made should the annuitant die prior to the second payment's due date.
                        Death Benefit--None: All payments end upon the annuitant's death.

- -----------------------------------------------------------------------------------------------------------------------------------
                        Length of Payments: For as long as the annuitant lives, with payments guaranteed for your
 Life Income--          choice of 5-30 years or as otherwise specified in the contract.
 Guaranteed Pay-        Death Benefit--Payment to the Beneficiary: If the annuitant dies before we have made all the
 ments                  guaranteed payments, we will pay the beneficiary a lump-sum (unless otherwise requested) equal
                        to the present value of the remaining guaranteed payments.

- -----------------------------------------------------------------------------------------------------------------------------------
                        Length of Payments: For as long as either annuitant lives. It is possible that only one payment
                        will be made should both annuitants die before the second payment's due date.
                        Death Benefit--Continuing Payments:
 Life Income--Two       (a) When you select this option you choose for 100%, 66-2/3% or 50% of the payment to continue
 Lives                  after the first death; or
                        (b) 100% of the payment to continue on the second annuitant's death, and 50% of the payment to continue on
                        the annuitant's death.

- -----------------------------------------------------------------------------------------------------------------------------------
                        Length of Payments: For as long as either annuitant lives, with payments guaranteed from
                        5 to 30 years, or as otherwise specified in the contract.
 Life Income--Two       Death Benefit--Continuing Payments: 100% of the payment to continue after the first death.
 Lives--Guaranteed      Death Benefit--Payment to the Beneficiary: If both annuitants die before the guaranteed pay-
 Payments               ments have all been paid, we will pay the beneficiary a lump-sum (unless otherwise requested) equal to the
                        present value of the remaining guaranteed payments.

- -----------------------------------------------------------------------------------------------------------------------------------
 Life Income--Cash      Length of Payments: For as long as the annuitant lives.                                        
 Refund Option          Death Benefit--Payment to the Beneficiary: Following the annuitant's death, we will pay a lump 
 (limited               sum payment equal to the amount originally applied to the payment option (less any premium     
 availability--         tax) and less the total amount of fixed payments paid.                                         
 fixed payment          
 only)
- -----------------------------------------------------------------------------------------------------------------------------------
 Life Income--Two       Length of Payments: For as long as either annuitant lives.
 Lives--Cash            Death Benefit--Continuing Payment: 100% of the payment to continue after the first death.
 Refund Option          Death Benefit--Payment to the Beneficiary: When both annuitants die, we will pay a lump sum
 (limited               payment equal to the amount applied to the payment option (less any premium tax) and less
 availability--fixed    the total amount of fixed payments paid.
 payment only)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                               Table continued [right arrow]

                                                                              31
<PAGE>

Payment options continued

<TABLE>
<S>                     <C>
- -----------------------------------------------------------------------------------------------------------------------------------
                                               Nonlifetime Payment Options (1)
- -----------------------------------------------------------------------------------------------------------------------------------
                        Length of Payments: Payments will continue for the number of years you choose, based on what is
                        available under the contract. Under some contracts, for amounts held in the Fixed Plus Account
                        during the accumulation phase, the payment must be on a fixed basis and must be for at least 5
 Nonlifetime--          years. In certain cases a lump sum payment may be requested at any time (see below).
 Guaranteed             Death Benefit--Payment to the Beneficiary: If the annuitant dies before we make all the
 Payments               guaranteed payments, we wil pay the beneficiary a lump sum (unless otherwise requested) equal
                        to the present value of the remaining guarantee payments, and we will not impose any early
                        withdrawal charge.
- -----------------------------------------------------------------------------------------------------------------------------------
Lump-sum Payment: If the Nonlifetime--Guaranteed Payments option is elected with variable payments, you may
request at any time that all or a portion of the present value of the remaining payments be paid in one sum. A lump
sum elected before three or five years of payments have been completed as specified by the contract will be treated as a
withdrawal during the accumulation phase and we will charge any applicable Early Withdrawal Charge. (See "Fees--
Early Withdrawal Charge.") Lump sum payments will be sent within seven calendar days after we receive the request for
payment in good order at the Home Office.
</TABLE>
- --------------------------------------------------------------------------------
(1) For contracts issued to the State of Montana and Board of Trustees,
    University of Illinois the Nonlifetime option is available only with fixed
    payments.


32
<PAGE>

TAXATION
- --------------------------------------------------------------------------------

I. Introduction

This section discusses our understanding of current federal income tax laws
affecting the contract. You should keep the following in mind when reading it:

o Your tax position (or the tax position of the beneficiary, as applicable)
  determines federal taxation of amounts held or paid out under the contract.

o Tax laws change. It is possible that a change in the future could affect
  contracts issued in the past.

o This section addresses federal income tax rules and does not discuss federal
  estate and gift tax implications, state and local taxes or any other tax
  provisions.

o We do not make any guarantee about the tax treatment of the contract or
  transactions involving the contract.

- --------------------------------------------------------------------------------
We do not intend this information to be tax advice. For advice about the effect
of federal income taxes or any other taxes on amounts held or paid out under the
contract, consult a tax adviser. For more comprehensive information contact the
Internal Revenue Service.
- --------------------------------------------------------------------------------

II. Your Retirement Plan

The tax rules applicable to retirement plans vary according to plan type, and
terms and conditions of the plan. To understand what tax rules apply, you
need to know the code section under which your plan qualifies. Contact your
plan sponsor, local representative or the Company to learn which code section
applies to your plan.

Plan Types. The contract is designed for use with retirement plans that qualify
under code sections 401(a), 401(k), 403(b) or 457. A code section 457 plan may
be either a 457(b) (eligible) plan or a 457 (f) (ineligible) plan. The contract
may also be used with code section 415(m) arrangements.


The Contract and Retirement Plans. Contract holders and contract participants
are responsible for determining that contributions, distributions and other
transactions satisfy applicable laws. Legal counsel and a tax adviser should be
consulted regarding the suitability of the contract.

Because the plan is not part of the contract, we are not bound by any plan's
terms or conditions.


III. Withdrawals and Other Distributions
Certain tax rules apply to distributions from the contract. A distribution is
any amount taken from the contract including withdrawals, income payments,
rollovers and any death benefit.

We report the taxable portion of all distributions to the IRS.


Taxation of Distributions.
457(b) Plans. All amounts received under a 457(b) plan are includible in gross
income when paid or otherwise made available to you or your beneficiary.

[begin sidebar text]

In This Section

I.  Introduction

II.  Your Retirement Plan

III. Withdrawals and other
     Distributions
     o Taxation of
       Distributions
     o 10% Penalty Tax
     o Withholding

IV. Minimum Distribution
    Requirements
    o 50% Excise Tax

V.  Rules Specific to Certain
    Plans
    o Code Section 457 Plans
    o Code Section 403(b)
      Plans
    o Code Section 401(a)
      and 401(k) Plans
    o 415(m) Arrangements
    o Bona Fide Severance
      Pay Plans
VI. Taxation of the Company
[end sidebar text]



                                                                              33
<PAGE>

457(f) Plans. Compensation deferred under a 457(f) plan is includible in gross
income in the first year when it is no longer subject to a "substantial risk of
forfeiture" as defined by the Tax Code.

401(a), 401(k) or 403(b) Plans. All distributions from these plans are taxed as
received unless:

o The distribution is rolled over to another plan of the same type or to a
  traditional individual retirement annuity/account (IRA) in accordance with the
  Tax Code, or

o You made after-tax contributions to the plan. In this case, depending on the
  type of distribution, a portion may be excluded from gross income according to
  rules detailed in the Tax Code.

Taxation of Death Benefits
In general, payments received by your beneficiaries after your death are taxed
in the same manner as if you had received those payments.

10% Penalty Tax
The Tax Code imposes a 10% penalty tax on the taxable portion of any
distribution from a 401(a), 401(k) or 403(b) plan, unless one or more of the
following have occurred:
(a) You have attained age 59-1/2;
(b) You have become permanently disabled;
(c) You have died;
(d) You have separated from service with the plan sponsor at or after age 55;
(e) The distribution amount is rolled over into another plan of the same type
    or to an IRA in accordance with the terms of the Tax Code; or
(f) The distribution amount is made in substantially equal periodic payments
    (at least annually) over your life or life expectancy or the joint lives or
    joint life expectancies of you and your beneficiary. Also, you must have
    separated from service with the plan sponsor.

In addition, the penalty tax does not apply for the amount of a distribution
equal to unreimbursed medical expenses incurred by you that qualify for
deduction as specified in the Tax Code. The Tax Code may impose other penalty
taxes in other circumstances.

Withholding for Federal Income Tax Liability
Any distributions under the contracts are generally subject to withholding.
Federal income tax liability rates vary according to the type of distribution
and the recipient's tax status.

401(a), 401(k) or 403(b) Plans. Generally, under these plans you or a
beneficiary may elect not to have tax withheld from distributions. However,
certain distributions from these plans are subject to a mandatory 20% federal
income tax withholding.

457 Plans. All distributions from a 457 plan, except death benefits, are subject
to mandatory federal income tax withholding as wages. No withholding is required
on payments to beneficiaries.

Non-resident Aliens.  If you or a beneficiary is a non-resident alien, then any
withholding is governed by code section 1441 based on the individual's
citizenship, the country of domicile and treaty status.


34
<PAGE>

IV. Minimum Distribution Requirements

To avoid certain tax penalties, you and any beneficiary must meet the minimum
distribution requirements imposed by the Tax Code. These requirements do not
apply to 457(f) plans. These rules may dictate one or more of the following:

o Start date for distributions

o The time period in which all amounts in your account(s) must be distributed

o Distribution amounts

Start Date. Generally, you must begin receiving distributions by April 1 of the
calendar year following the calendar year in which you attain age 70-1/2 or
retire, whichever occurs later, unless:

o You are a 5% owner, in which case such distributions must begin by April 1st
  of the calendar year following the calendar year in which you attain age
  70-1/2, or

o Under 403(b) plans, if you had amounts under the contract as of December 31,
  1986. In this case, distribution of these amounts generally must begin by the
  end of the calendar year in which you attain age 75 or retire, if later.
  However, if you take any distributions in excess of the minimum required
  amount, then special rules require that some or all of the December 31, 1986
  balance be distributed earlier.

Time Period. We must pay out distributions from the contract over one of the
following time periods:

o Over your life or the joint lives of you and your beneficiary, or

o Over a period not greater than your life expectancy or the joint life
  expectancies of you and your beneficiary

Amount (457(b) Plan Only). Any distribution from a 457(b) plan, payable over a
period of more than one year, must be made in substantially non-increasing
amounts.

50% Excise Tax. If you fail to receive the minimum required distribution for any
tax year, a 50% excise tax is imposed on the required amount that was not
distributed.

Minimum Distribution of Death Benefits. The following applies to all plans
except 457(f) plans. Different distribution requirements apply if your death
occurs:

o After you begin receiving minimum distributions under the contract, or

o Before you begin receiving such distributions

If your death occurs after you begin receiving minimum distributions under the
contract, distributions must be made at least as rapidly as under the method in
effect at the time of your death. Code section 401(a)(9) provides specific rules
for calculating the minimum required distributions at your death. The rules
differ, dependent upon:

o Whether your minimum required distribution was calculated each year based on
  your single life expectancy or the joint life expectancies of you and your
  beneficiary, and

o Whether life expectancy was recalculated

The rules are complex and any beneficiary should consult with a tax adviser
before electing the method of calculation to satisfy the minimum distribution
requirements.


                                                                              35
<PAGE>

Should you die before you begin receiving minimum distributions under the
contract, your entire balance must be distributed by December 31 of the calendar
year containing the fifth anniversary of the date of your death. For example, if
you die on September 1, 1999, your entire balance must be distributed to the
beneficiary by December 31, 2004. However, if the distribution begins by
December 31 of the calendar year following the calendar year of your death, then
payments may be made in one of the following time-frames:

o Over the life of the beneficiary

o Over a period not extending beyond the life expectancy of the beneficiary

For 457(b) plans, if the beneficiary is not your spouse, the time-frame may not
exceed fifteen years.

Start Dates for Spousal Beneficiaries. If the beneficiary is your spouse, the
distribution must begin on or before the later of the following:

o December 31 of the calendar year following the calendar year of your death

o December 31 of the calendar year in which you would have attained age 70-1/2.


V. Rules Specific to Certain Plans


457 Plans

   
Code section 457 provides for certain deferred compensation plans. These plans
may be offered by state governments, local governments, political subdivisions,
agencies, instrumentalities and certain affiliates of such entities, and
non-governmental tax exempt organizations. The plan may either be a
457(b)(eligible) plan or a 457(f)(ineligible) plan. Either type of plan may
permit participants to specify the form of investment for their deferred
compensation account.
    

457(b) Plan. A 457(b) plan is subject to restrictions on contributions and
distributions.

   
457(f) Plan. A 457(f) plan is not subject to restrictions on contributions or
distributions, but must contain a "substantial risk of forfeiture" as defined by
the Tax Code. Generally, substantial risk of forfeiture means that your right to
receive deferred compensation is dependent upon your performance of future
services to an employer or other entity.
    

The Contract. We make this contract available to plans subject to code section
457 only if a governmental employer sponsors the plan.

Trust Requirement. 457(b) plans maintained by state or local governments, their
political subdivisions, agencies, instrumentalities and certain affiliates are
required to hold all assets and income of the plan in trust for the exclusive
benefit of plan participants and their beneficiaries. For purposes of meeting
this requirement, custodial accounts and annuity contracts are treated as
trusts.

Contributions Excluded from Gross Income. If your employer's plan is a 457(b)
plan, the Tax Code imposes a maximum limit on annual contributions to your
account(s) that may be excluded from your gross income. For Section 457(b) plan
participants, such limit is generally the lesser of $8,000, as adjusted to
reflect changes in the cost of living, or 33% of your includible compensation
(25% of gross compensation).


36
<PAGE>

Restrictions on Distributions. Under a 457(b) plan, amounts may not be made
available to you earlier than (1) the calendar year you attain age 70-1/2, (2)
when you separate from service with the employer or (3) when you are faced with
an unforeseeable emergency. A 457(b) plan may permit a one-time in-service
distribution if the total amount payable to the participant does not exceed
$5,000 and no amounts have been deferred by the participant during the 2-year
period ending on the date of distribution.

403(b) Plans
Under code section 403(b), contributions made by public school systems or
nonprofit healthcare organizations and other Section 501(c)(3) tax exempt
organizations to purchase annuity contracts for their employees are generally
excludable from the gross income of the employee. Adverse tax consequences to
the plan and/or to you may result if your beneficial interest in the contract is
assigned or transferred to any person except to an alternate payee under a
qualified domestic relations order in accordance with code section 414(p) or to
the Company as collateral for a loan.


Exclusions from Gross Income. In order to be excludable from gross income, total
annual contributions made by you and your employer cannot exceed the lesser of
the following limits set by the Tax Code.

o The first limit, under code section 415, is generally the lesser of 25% of
  your compensation or $30,000. Compensation means your compensation from the
  employer sponsoring the plan and, for years beginning after December 31, 1997,
  includes any elective deferrals under code section 402(g) and any amounts not
  includible in gross income under code section 125 or 457.

o The second limit, which is the exclusion allowance under code section
  403(b), is usually calculated according to a formula that takes into account
  your length of employment, any pretax contributions you and your employer have
  already made under the plan, and any pretax contributions to certain other
  retirement plans.

These two limits apply to your contributions as well as to any contributions
made by your employer on your behalf.

o An additional limit specifically limits your salary reduction contributions
  to generally no more than $10,000 annually (subject to indexing). Your own
  limit may be higher or lower, depending on certain conditions.

Payments to your account(s) will be excluded from your gross income only if the
plan meets certain nondiscrimination requirements.


Restrictions on Distributions. Code section 403(b)(11) restricts the
distribution under Section 403(b) contracts of:

o salary reduction contributions made after December 31, 1988;

o earnings on those contributions; and

o earnings during such period on amounts held as of December 31, 1988.

Distribution of those amounts may only occur upon your death, attainment of age
59-1/2, separation from service, disability, or financial hardship. Income
attributable to salary reduction contributions and credited on or after January
1, 1989 may not be distributed in the case of hardship.

Transfers from 403(b)(7) Custodial Accounts. If, pursuant to Revenue Ruling
90-24, the Company agrees to accept, under any of the contracts, amounts


                                                                              37
<PAGE>

transferred from a code section 403(b)(7) custodial account, such amounts will
be subject to the withdrawal restrictions set forth in code section
403(b)(7)(A)(ii).

Taxation of Gains Prior to Distribution. Generally no amounts accumulated under
the contract will be taxable prior to the time of actual distribution.

However, the IRS has stated in published rulings that a variable contract owner,
including participants under code section 403(b) plans, will be considered the
owner of separate account assets if the contract owner possesses incidents of
investment control over the assets. In these circumstances, income and gains
from the separate account assets would be currently includible in the variable
contract owner's gross income.

The Treasury announced that it will issue guidance regarding the extent to which
owners could direct their investments among subaccounts without being treated as
owners of the underlying assets of the separate account. It is possible that the
Treasury's position, when announced, may adversely affect the tax treatment of
existing contracts. The Company therefore reserves the right to modify the
contract as necessary to attempt to prevent the owner from being considered the
federal tax owner of a pro rata share of the assets of the separate account.


401(a) and 401(k) Plans

Code sections 401(a) and 401(k) permit certain employers to establish various
types of retirement plans for employees, and permit self-employed individuals to
establish various types of retirement plans for themselves and for their
employees. These retirement plans may permit the purchase of the contracts to
accumulate retirement savings under the plans.


Assignment or Transfer of Contracts. Adverse tax consequences to the plan and/or
to you may result if your beneficial interest in the contract is assigned or
transferred to persons other than: a plan participant as a means to provide
benefit payments; an alternate payee under a qualified domestic relations order
in accordance with code section 414(p); or to the Company as collateral for a
loan.


Exclusion From Gross Income. The Tax Code imposes a maximum limit on annual
payments to your account(s) that may be excluded from gross income. The employer
must calculate this limit under the plan in accordance with code section 415.
This limit is generally the lesser of 25% of your compensation or $30,000.
Compensation means your compensation from the employer sponsoring the plan and,
for years beginning after December 31, 1997, includes any elective deferrals
under code section 402(g) and any amounts not includible in gross income under
code sections 125 or 457. The limit applies to your contributions as well as any
contributions made by your employer on your behalf. There is an additional limit
that specifically limits your salary reduction contributions under a 401(k) plan
to generally no more than $10,000 annually (subject to indexing). Your own
limits may be higher or lower, depending on certain conditions. In addition,
payments to your account(s) will be excluded from your gross income only if the
plan meets certain nondiscrimination requirements.


Restrictions on Distributions. Code section 401(k) restricts distribution from
your 401(k) employee account, and possibly all or a portion of your 401(k)
employer account if such amounts are included in determining compliance with
certain nondiscrimination requirements under the Tax Code.


38
<PAGE>

Subject to the terms of the 401(k) plan, distribution of these restricted
amounts may only occur upon: retirement, death, attainment of age 59-1/2,
disability, separation from service, financial hardship, termination of the plan
in certain circumstances, or, generally, if your employer is a corporation and
disposes of substantially all of its assets or disposes of a subsidiary. In
addition, income attributable to salary reduction contributions and credited on
or after January 1, 1989, may not be distributed in the case of hardship.

   
Code Section 415(m) Arrangements
If you participate in the contract through a qualified governmental excess
benefit arrangement, defined in code section 415(m), the amounts provided under
the contract may be subject to the same requirements as those applied to code
section 457(b) plans described above, except that the limits described in
"Contributions Excluded from Taxable Income" do not apply. If the code section
415(m) arrangement is not designed to meet the requirements of code section
457(b), then the amounts provided under the contract are taxed in accordance
with code section 451 and are generally taxable when paid or made available to
you.
    

Bona Fide Severance Pay Plans
If you participate in the contract through certain bona fide severance pay
plans, described in code section 457(e)(11), amounts provided under the contract
are generally not taxable until paid or made available to you. However, because
these plans are not clearly defined in the Code, it may be determined that your
plan does not qualify as a bona fide severance pay plan. If the plan does not
qualify, then amounts provided under the contract are taxable in the year in
which they are deferred. Because of this lack of clarity, it is imperative that
you consult your tax adviser for guidance regarding taxation.

VI. Taxation of the Company
We are taxed as a life insurance company under the Tax Code. Variable Annuity
Separate Account C is not a separate entity from us. Therefore, it is not taxed
separately as a "regulated investment company," but is taxed as part of the
Company.

   
We automatically apply investment income and capital gains attributable to the
separate account to increase reserves under the contracts. Because of this,
under existing federal tax law we believe that any such income and gains will
not be taxed to the extent that such income and gains are applied to increase
reserves under the contracts. In addition, any foreign tax credits attributable
to the separate account will be first used to reduce any income taxes imposed on
the separate account before being used by the Company.
    

In summary, we do not expect that we will incur any federal income tax liability
attributable to the separate account and we do not intend to make any provision
for such taxes. However, changes in federal tax laws and/or their interpretation
may result in our being taxed on income or gains attributable to the separate
account. In this case, we may impose a charge against the separate account (with
respect to some or all of the contracts) to set aside provisions to pay such
taxes. We may deduct this amount from the separate account, including from your
account value invested in the subaccounts.


                                                                              39
<PAGE>

Other Topics
- --------------------------------------------------------------------------------
The Company

Aetna Life Insurance and Annuity Company (the Company, we) issues the contracts
described in this prospectus and is responsible for providing each contract's
insurance and annuity benefits.

We are a stock life insurance company organized under the insurance laws of the
State of Connecticut in 1976 and an indirect wholly owned subsidiary of Aetna
Inc. Through a merger, our operations include the business of Aetna Variable
Annuity Insurance Company (formerly known as Participating Annuity Life
Insurance Company, an Arkansas life insurance company organized in 1954).

We are engaged in the business of issuing life insurance and annuities.

Our principal executive offices are located at:
         151 Farmington Avenue
         Hartford Connecticut 06156


Variable Annuity Account C
We established Variable Annuity Account C (the "separate account") in 1976 as a
segregated asset account to fund our variable annuity contracts. The separate
account is registered as a unit investment trust under the Investment Company
Act of 1940 (the "40 Act"). It also meets the definition of "separate account"
under the federal securities laws.

The separate account is divided into "subaccounts." These subaccounts invest
directly in shares of a corresponding fund.

Although we hold title to the assets of the separate account, such assets are
not chargeable with the liabilities of any other business that we conduct.
Income, gains or losses of the separate account are credited to or charged
against the assets of the separate account without regard to other income, gains
or losses of the Company. All obligations arising under the contracts are
obligations of the Company.


Performance Reporting
We may advertise different types of historical performance for the subaccounts
including

o standardized average annual total returns

o non-standardized average annual total returns

We may also advertise certain ratings, rankings or other information related to
the Company, the subaccounts or the funds. For further details regarding
performance reporting and advertising, request a Statement of Additional
Information at the number listed in "Contract Overview--Questions."

Standardized Average Annual Total Returns. We calculate standardized average
annual total returns according to a formula prescribed by the SEC. This shows
the percentage return applicable to $1,000 invested in the subaccount over the
most recent one, five and 10-year periods. If the investment option was not
available for the full period, we give a history from the date money was first
received in that option under the separate account.


40
<PAGE>

We include all recurring charges during each period (e.g., mortality and expense
risk charges, annual maintenance fees, administrative expense charges (if any)
and any applicable early withdrawal charges).

Non-Standardized Average Annual Total Returns. We calculate non-standardized
average annual total returns in a similar manner as that stated above, except we
do not include the deduction of any applicable early withdrawal charge. Some
non-standardized returns may also exclude the effect of a maintenance fee. If we
reflected these charges in the calculation, they would decrease the level of
performance reflected by the calculation. Non-standardized returns may also
include performance from the fund's inception date, if that date is earlier than
the one we use for standardized returns.

Voting Rights
Each of the subaccounts holds shares in a fund and each is entitled to vote at
regular and special meetings of that fund. Under our current view of applicable
law, we will vote the shares for each subaccount as instructed by persons having
a voting interest in the separate account. Generally, under contracts issued in
connection with section 403(b) or 401 plans, you have a fully vested interest in
the value of your employee account, and in your employer account to the extent
of your vested percentage in the plan. Therefore, under such plans you generally
have the right to instruct the contract holder how to direct us to vote shares
attributable to your account. Under contracts issued in connection with section
457 plans, the contract holder retains all voting rights. We will vote shares
for which instructions have not been received in the same proportion as those
for which we received instructions. Each person who has a voting interest in the
separate account will receive periodic reports relating to the funds in which he
or she has an interest, as well as any proxy materials and a form on which to
give voting instructions. Voting instructions will be solicited by a written
communication at least 14 days before the meeting.

The number of votes, whole and fractional, any person is entitled to direct will
be determined as of the record date set by any fund in which that person invests
through the subaccounts.

o During the accumulation phase the number of votes is equal to the portion of
  your account value invested in the fund, divided by the net asset value of one
  share of that fund.

o During the income phase the number of votes is equal to the portion of
  reserves set aside for the contract's share of the fund, divided by the net
  asset value of one share of that fund.


Contract Distribution
The Company will serve as the principal underwriter for the securities sold
under this prospectus. The Company is registered as a broker-dealer with the SEC
and is a member of the National Association of Securities Dealers, Inc.

As principal underwriter, the Company will enter into arrangements with one or
more registered broker-dealers, including at least one affiliate of the Company,
to offer and sell the contracts described in this prospectus. We call these
entities "distributors."


                                                                              41
<PAGE>

We and one or more of our affiliates may also sell the contracts directly. All
individuals offering and selling the contracts must be registered
representatives of a broker-dealer and must be licensed as insurance agents to
sell variable annuity contracts


Commission Payments. We may pay commissions to persons who offer and sell the
contracts. The maximum percentage amount we ever pay with respect to a given
purchase payment is the first-year percentage which ranges from 1% to a maximum
of 7% of the first year of payments to an account. We may also pay renewal
commissions on payments made after the first year and, under group contracts,
asset-based service fees. The average of all commissions and asset-based service
fees paid is estimated to equal approximately 3% of the total payments made over
the life of an average contract. Some sales personnel may receive various types
of non-cash compensation as special sales incentives, including trips and
educational and/or business seminars. However, any such compensation will be
paid in accordance with NASD rules. 

We may reimburse the distributor for certain expenses. The names of the
distributor and the registered representative responsible for your account are
stated in your enrollment materials. Commissions and sales related expenses are
paid by us and are not deducted from payments to your account.


Third Party Compensation Arrangements. Occasionally, we may:

o Pay commissions and fees to distributors affiliated or associated with the
  contract holder, you and/or other contract participants.


o Enter into agreements with entities associated with the contract holder, you
  and/or other participants. Through such agreements, we may pay the entities
  for certain services in connection with administering the contract.

In both these circumstances there may be an understanding that the distributor
or entities would endorse us as a provider of the contract. You will be notified
if you are purchasing a contract that is subject to these arrangements.



Contract Modification
We may change the contract as required by federal or state law. In addition, we
may, upon 30 days' written notice to the contract holder, make other changes to
group contracts that would apply only to individuals who become participants
under that contract after the effective date of such changes. If the group
contract holder does not agree to a change, we reserve the right to refuse to
establish new accounts under the contract, and under some contracts, to
discontinue accepting payments to existing accounts. Certain changes will
require the approval of appropriate state or federal regulatory authorities.

   
In addition, under some contracts we reserve the right, without contract holder
consent, to change the tables for determining the amount of income payments or
the income payment options available. Such a change would only apply to income
payments attributable to contributions accepted after the date of change.
    


42
<PAGE>

Legal Matters and Proceedings
We are aware of no material legal proceedings pending which involve the separate
account or the Company as a party or which would materially affect the separate
account. The validity of the securities offered by this prospectus has been
passed upon by Counsel to the Company.


Payment Delay or Suspension
We reserve the right to suspend or postpone the date of any payment of benefits
or values under the following circumstances:

(a) on any valuation date when the New York Stock Exchange is closed (except
    customary weekend and holiday closings), or when trading on the Exchange is
    restricted;
(b) when an emergency exists as determined by the SEC so that disposal of
    securities held in the subaccounts is not reasonably practicable or it is
    not reasonably practicable for us fairly to determine the value of the
    subaccount's assets;
(c) during any other periods the SEC may by order permit for the protection of
    investors.

The conditions under which restricted trading or an emergency exists shall be
determined by the rules and regulations of the SEC.


Transfer of Ownership; Assignment
An assignment of a contract will only be binding on us if it is made in writing
and sent to us at our Home Office. We will use reasonable procedures to confirm
that the assignment is authentic, including verification of signature. If we
fail to follow our own procedures, we will be liable for any losses to you
directly resulting from the failure. Otherwise, we are not responsible for the
validity of any assignment. The rights of the contract holder and the interest
of the annuitant and any beneficiary will be subject to the rights of any
assignee we have on our records.


   
Account Termination
Under some contracts, where allowed by state law, we reserve the right to
terminate an individual account if the account value is less than $3,500 and
this value is not due to negative investment performance. We will notify you or
the contract holder 90 days prior to terminating the account. If we exercise
this right we will not deduct an early withdrawal charge.


Year 2000 Readiness
As a healthcare and financial services enterprise, Aetna Inc. (referred to
collectively with its affiliates and subsidiaries as "Aetna"), is dependent on
computer systems and applications to conduct its business. Aetna has developed
and is currently executing a comprehensive risk-based plan designed to make its
mission-critical information technology ("IT") systems and embedded systems Year
2000 ready. The plan for IT systems covers five stages including (i) assessment,
(ii) remediation, (iii) testing, (iv) implementation and (v) Year 2000 approval.
At year end 1997, Aetna, including the Company, had substantially completed the
assessment stage. The remediation of mission- critical IT systems was completed
year end 1998. Testing of all mission-critical IT systems is underway with Year
2000 approval targeted for completion by mid-1999. The costs of these efforts
will not affect the separate account.
    


                                                                              43
<PAGE>

The Company, its affiliates and the mutual funds that serve as investment
options for the separate account also have relationships with investment
advisers, broker dealers, transfer agents, custodians or other securities
industry participants or other service providers that are not affiliated with
Aetna. Aetna, including the Company, has initiated communication with its
critical external relationships to determine the extent to which Aetna may be
vulnerable to such parties' failure to resolve their own Year 2000 issues. Aetna
and the Company have assessed and are prioritizing responses in an attempt to
mitigate risks with respect to the failure of these parties to be Year 2000
ready. There can be no assurance that failure of third parties to complete
adequate preparations in a timely manner, and any resulting systems
interruptions or other consequences, would not have an adverse effect, directly
or indirectly, on the separate account, including, without limitation, its
operation or the valuation of its assets and units.


44
<PAGE>

   OREGON EDUCATION ASSOCIATION CHOICE PERSONAL BENEFIT TRUST ("OEA TRUST")
                          AND THE COMPANY'S AGREEMENT

Under past and current agreements, the OEA Trust exclusively endorses our tax
deferred variable annuity for sale to its members. Under the current agreement
the OEA Trust agrees to:

o facilitate Oregon Education Association ("OEA") members' access to the
  variable annuity;

o assist us by providing services such as office space and
  secretarial/clerical support.

The OEA Trust will provide an employee who:

o is a registered representative of one of our affiliates;

o advertises the Company in OEA's newsletter;

o facilitates and coordinates meetings and workshops where registered
  representatives of the Company's affiliate present the annuity to OEA
  members; and

o acts as a liaison between the Company and OEA members.

In return the Company agrees to:

o compensate OEA Trust to help it defray the costs incurred in providing the
  administrative and other support;

o reimburse OEA Trust for out-of-pocket travel and meeting expenses of an OEA
  Trust employee who is also a registered representative of the Company's
  affiliate.

During 1998, the Company compensated OEA Trust $ _____ as reimbursement for the
costs and services described above. During 1999, the Company expects to
compensate OEA Trust approximately $ _____ as reimbursement for the costs and
services described above. The OEA Trust receives no commissions or other
transaction-based compensation from the sale.


                                                                              45
<PAGE>

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

General Information and History

Variable Annuity Account C

Offering and Purchase of Contracts

Performance Data

  General

  Average Annual Total Return Quotations

Income Phase Payments

Sales Material and Advertising

Independent Auditors

Financial Statements of the Separate Account

Financial Statements of the Company

46
<PAGE>

                                  Appendix I
                        Guaranteed Accumulation Account
- --------------------------------------------------------------------------------
The Guaranteed Accumulation Account (GAA) is a fixed interest option that may be
available during the accumulation phase. This appendix is only a summary of
certain facts about the GAA. Please read the GAA prospectus before investing in
this option.

In General. Amounts that you invest in GAA will earn a guaranteed interest rate
if amounts are left in GAA for the specified period of time. If you withdraw or
transfer those amounts before the specified period of time has elapsed, we may
apply a "market value adjustment," which may be positive or negative.

When you decide to invest money in GAA, you will want to contact your
representative or the Company to learn:

o The interest rate we will apply to the amounts that you invest in GAA. We
  change this rate periodically, so be certain that you know what rate we
  guarantee on the day your account dollars are invested into GAA.

o The period of time your account dollars need to remain in GAA in order to
  earn that rate. You are required to leave your account dollars in GAA for a
  specified period of time (guaranteed term), in order to earn the guaranteed
  interest rate.

Deposit Periods. A deposit period is the time during which we offer a specific
interest rate if you deposit dollars for a certain guaranteed term. For a
particular interest rate and guaranteed term to apply to your account dollars,
you must invest them during the deposit period during which that rate and term
are offered.

Interest Rates. We guarantee different interest rates, depending on when account
dollars are invested in GAA. The interest rate we guarantee is an annual
effective yield; that means that the rate reflects a full year's interest. We
credit interest daily at a rate that will provide the guaranteed annual
effective yield over one year. The guaranteed interest rate will never be less
than the rate stated in the contract.


Fees and Other Deductions.

o If all or a portion of your account value in GAA is withdrawn, you may incur
  the following:
  Market Value Adjustment (MVA)--as described in this appendix and in the GAA
  prospectus Tax Penalties and/or Tax withholding--see "Taxation"
  Early Withdrawal Charge--see "Fees"
  Maintenance Fee--"see Fees"

o We do not make deductions from amounts in the GAA to cover mortality and
  expense risks. Rather, we consider these risks when determining the credited
  rate.

Market Value Adjustment (MVA). If you withdraw or transfer your account value
from GAA before the guaranteed term is completed, an MVA may apply. The MVA
reflects the change in the value of the investment due to changes in interest
rates since the date of deposit. The MVA may be positive or negative.

o If interest rates at the time of withdrawal have increased since the date of
  deposit, the value of the investment decreases and the MVA will be negative.
  This could result in your receiving less than the amount you paid into GAA.

o If interest rates at the time of withdrawal have decreased since the date of
  deposit, the value of the investment increases and the MVA will be positive.

Under some contracts issued in New York, if you have elected ECO or SWO as
described in "Systematic Distribution Options," no MVA applies to amounts
withdrawn from GAA.

Guaranteed Terms. The guaranteed term is the period of time account dollars must
be left in the GAA in order to earn the interest rate specified for that
guaranteed term. We offer different guaranteed terms at different times. Check
with your representative or the Company to learn the details about the
guaranteed term(s) currently being offered.


                                                                              47
<PAGE>

In general we offer the following guaranteed terms:

o short-term--three years or less

o long-term--ten years or less, but greater than three years

At the end of a guaranteed term, your contract holder or you if permitted may:

o transfer dollars to a new guaranteed term

o transfer dollars to other available investment options

o withdraw dollars

Deductions may apply to withdrawals. See "Fees and Other Deductions" in this
section.

Transfer of Account Dollars. Generally, account dollars invested in GAA may be
transferred among guaranteed terms offered through the GAA, and/or to other
investment options offered through the contract. However, transfers may not be
made during the deposit period in which your account dollars are invested in GAA
or for 90 days after the close of that deposit period. We will apply an MVA to
transfers made before the end of a guaranteed term.

Income Phase. GAA can not be used as an investment option during the income
phase. The contract holder or you, if permitted, may notify us at least 30 days
in advance to elect a variable payment option and to transfer your GAA account
dollars to any of the subaccounts available during the income phase.

Loans. You cannot take a loan from your account value in GAA. However, we
include your account value in GAA when determining the amount of your account
value we may distribute as a loan.

Reinvesting amounts withdrawn from GAA. If amounts are withdrawn from GAA and
then reinvested in GAA, we will apply the reinvested amount to the current
deposit period. The guaranteed annual interest rate, and guaranteed terms
available on the date of reinvestment will apply. Amounts will be reinvested
proportionately in the same way as they were allocated before withdrawal.

Your account value will not be credited for any negative MVA that was deducted
at the time of withdrawal.

48
<PAGE>

                                  Appendix II
                                 Fixed Account
- --------------------------------------------------------------------------------
The Fixed Account is an investment option available during the accumulation
phase under some contracts. Under some contracts, this option is available to
installment purchase plans only. This option is not available in the state of
New York under some contracts.

- --------------------------------------------------------------------------------
     Additional information about this option may be found in the contract.
- --------------------------------------------------------------------------------

Amounts allocated to the Fixed Account are held in the Company's general account
which supports insurance and annuity obligations.

General Disclosure. 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 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.


Interest Rates. The Fixed Account guarantees that amounts allocated to this
option will earn the minimum interest rate specified in the contract. We may
credit a higher interest rate from time to time, but the rate we credit will
never fall below the guaranteed minimum specified in the contract. Amounts
applied to the Fixed Account will earn the interest rate in effect at the time
money is applied. Amounts in the Fixed Account will reflect a compound interest
rate as credited by us. The rate we quote is an annual effective yield.

Our determination of interest rates reflects the investment income earned on
invested assets and the amortization of any capital gains and/or losses realized
on the sale of invested assets. Under this option, we assume the risk of
investment gain or loss by guaranteeing the amounts you allocate to this option
and promising a minimum interest rate and income phase payment.


Withdrawals. Under certain emergency conditions, some contracts allow us to
defer payment of any withdrawal for a period of up to 6 months or as provided by
federal law. Additionally, if allowed by state law, some contracts provide that
we may pay withdrawals in equal payments with interest, over a period not to
exceed 60 months when:

(a) The Fixed Account withdrawal value exceeds $250,000 on the day before
    withdrawal; and
(b) The sum of the current Fixed Account withdrawal and total of all Fixed
    Account withdrawals within the past 12 calendar months exceeds 20% of the
    amount in the Fixed Account on the day before the current withdrawal.
    The contract describes how we will determine the interest rate credited to
    amounts held in the Fixed Account during the payment period, including the
    minimum interest rate.

Charges. We do not make deductions from amounts in the Fixed Account to cover
mortality and expense risks. We consider these risks when determining the
credited rate.

If you make a withdrawal from amounts in the Fixed Account, an early withdrawal
charge may apply. See "Fees--Early Withdrawal Charge."

Transfers. During the accumulation phase, you may transfer account dollars from
the Fixed Account to any other available investment option. We may vary the
dollar amount that you are allowed to transfer, but it will never be less than
10% of your account value held in the Fixed Account each calendar year or each
12-month period, depending on the contract. We determine the amount available
for transfer based on your Fixed Account value either (1) on the January 1st
preceding the transfer request or (2) as of the date we receive the transfer
request in good order at our Home Office. The 10% limit does not apply to
amounts being transferred into the Fixed Plus Account (if available under the
contract).


                                                                              49
<PAGE>

By notifying the Home Office at least 30 days before income payments begin you,
or the contract holder on your behalf, may elect to have amounts transferred to
one or more of the funds available during the income phase to provide variable
payments.


Contract Loans. If available under your plan, contract loans may be made from
account values held in Fixed Account.


50
<PAGE>

                                  Appendix III
                               Fixed Plus Account
- --------------------------------------------------------------------------------
The Fixed Plus Account is an investment option available during the accumulation
phase under some contracts.

Amounts allocated to the Fixed Plus Account are held in the Company's general
account which supports insurance and annuity obligations.

- --------------------------------------------------------------------------------
     Additional information about this option may be found in the contract.
- --------------------------------------------------------------------------------

General Disclosure. Interests in the Fixed Plus Account have not been registered
with the SEC in reliance on exemptions under the Securities Act of 1933, as
amended. Disclosure in this prospectus regarding the Fixed Plus Account may be
subject to certain generally applicable provisions of the federal securities
laws relating to the accuracy and completeness of the statements. Disclosure in
this Appendix regarding the Fixed Plus Account has not been reviewed by the SEC.


Certain Restrictions. This option is not available in the state of New York
under some contracts. We reserve the right to limit investment in or transfers
to the Fixed Plus Account. Under most contracts, you may not elect certain
withdrawal options including, under most contracts, the systematic distribution
option, if you have requested a Fixed Plus Account transfer or withdrawal in the
prior 12-month period. For some contracts, under certain emergency conditions,
we may defer payment of a withdrawal from the Fixed Plus Account for a period of
up to six months or as provided by federal law.


Interest Rates. The Fixed Plus Account guarantees that amounts allocated to this
option will earn the minimum interest rate specified in the contract. We may
credit a higher interest rate from time to time, but the rate we credit will
never fall below the guaranteed minimum specified in the contract. Under some
contracts, we credit amounts held in the Fixed Plus Account with a rate 0.25%
higher than the then-declared rate beginning in the tenth year after your
account was established. Amounts applied to the Fixed Plus Account will earn the
interest rate in effect at the time money is applied. Amounts in the Fixed Plus
Account will reflect a compound interest rate as credited by us. The rate we
quote is an annual effective yield.

Our determination of interest rates reflects the investment income earned on
invested assets and the amortization of any capital gains and/or losses realized
on the sale of invested assets. Under this option, we assume the risk of
investment gain or loss by guaranteeing the amounts you allocate to this option
and promising a minimum interest rate and income phase payment.


Requests for Partial Withdrawals. The contract holder or you, if permitted by
the plan, may take up to 20% of the Fixed Plus Account value as a partial
withdrawal in each twelve (12) month period, or under some contracts, in each
calendar year. We determine the amount eligible for partial withdrawal as of the
date we receive a request for partial withdrawal in good order at our Home
Office or as of the January 1st preceding the partial withdrawal request,
depending on the terms of the contract. The amount allowed for partial
withdrawal is reduced by any Fixed Plus Account withdrawals, transfers, loan or
amounts applied to income phase payment options made in the prior 12 months (or,
under some contracts, the prior calendar year). Under most contracts, in
calculating the 20% limit, we reserve the right to include payments made due to
the election of a systematic distribution option.


Waiver of Partial Withdrawal Limits. We generally waive the 20% limit if the
partial withdrawal is due to the election of an income phase payment option
(under some contracts, the waiver does not apply to the election of a
nonlifetime payment option with variable payments). We also waive the 20% limit
for withdrawals due to your death. Under most contracts, the waiver upon death
may only be exercised once, must occur within six months after your date of
death and must be made proportionally from all subaccounts and fixed interest
options in which the account was invested.


                                                                              51
<PAGE>

Also, under some contracts the 20% limit is waived if the withdrawal is due to
hardship from an unforeseeable emergency, or an unforeseeable emergency as
defined by the Tax Code, and the following requirements are satisfied:

o The hardship is certified (required under most contracts);

o The partial withdrawal is taken proportionally from each investment option in
  which the your account invests;

o The amount is paid directly to you; and

o The amount paid for all withdrawals due to hardship during the previous
  12-month period does not exceed 10% of the average value of your account(s)
  and all other accounts under the relevant contracts during that same period.

Under some contracts, the percentage limit is also waived if the partial
withdrawal is due to separation from service and the following conditions are
met:

o The employer certifies you have separated from service;

o The amount withdrawn is paid directly to you; and

o The amount paid for all partial and full withdrawals due to separation from
  service during the previous 12-month period does not exceed 20% of the average
  value of your account(s) and all other accounts under the relevant contracts
  providing this waiver during that same period.

Additionally, we may allow other waivers of the percentage limit on partial
withdrawals to participants in certain plans. You can determine what additional
waivers, if any, apply to you by referring to the contract or certificate.


Requests for Full Withdrawals. If the contract holder or you, if allowed by the
plan, request a full withdrawal of your Fixed Plus Account value, we will pay
any amounts held in the Fixed Plus Account, with interest, in five annual
payments that will be equal to:

o One-fifth of the Fixed Plus Account value on the day the request is received,
  reduced by any Fixed Plus Account withdrawals, transfers, amounts used to
  fund income phase payments, or loans made during the prior 12 months (or,
  under some contracts, during the prior calendar year);

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

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

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

o The balance of the Fixed Plus Account value 12 months later.

   
Under some contracts, there is a different method of calculating the amount
available each year. The full withdrawal will be paid in installments of 20% of
your account value held in the Fixed Plus Account, reduced by any Fixed Plus
Account withdrawals, transfers, amounts used to fund income phase payments, or
loans made during the prior 12 months in each of four consecutive 12-month
periods. Under this provision, the remaining Fixed Plus Account balance in the
account may be withdrawn any time after the end of the fourth 12-month period.
    

Once we receive a request for a full withdrawal, no further withdrawals, loans
or transfers will be permitted from the Fixed Plus Account. A full withdrawal
from the Fixed Plus Account may be canceled at any time before the end of the
five-payment period.


Waiver of Full Withdrawal Provisions. We will waive the Fixed Plus Account
five-installment payout for full withdrawals made due to one or more of the
following:

(a) Due to the election of an income phase payment option (under some contracts
    this waiver does not apply to the election of a nonlifetime payment option
    with variable payments)
(b) Due to your death during the accumulation phase. Some contracts require that
    we be notified of your death, or that the withdrawal be taken, within six
    months of the death
(c) When the Fixed Plus Account value is $3,500 or less ($2,000 or less under
    some contracts). Most contracts also require that no withdrawals, transfers,
    loans or elections of income phase payment options have been made from the
    your account within the prior 12 months (or, under some contracts, within
    the prior calendar year).


52
<PAGE>

Additionally, under certain contracts, we will waive the five-payment full
withdrawal provision due to one or more of the following:

1. Due to hardship from an unforeseeable emergency, as defined by the Tax Code,
   if all of the following conditions are met:

o The hardship is certified by the employer, and, under some contracts;

o The amount is paid directly to you; and

o The amount paid for all withdrawals due to hardship during the previous
  12-month period does not exceed 10% of the average value of your account(s)
  and all other accounts under the relevant contract during that same period.


2. Due to your separation from service with the employer, provided that all the
   following apply*:

o The employer certifies that you have separated from service;

o The amount withdrawn is paid directly to you (under some contracts it must be
  paid directly to you only if you withdraw the amounts more than one year
  after separation); and

o Under most contracts, if the amount paid for all partial and full withdrawals
  due to separation from service during the previous 12-month period does not
  exceed 20% of the average value of all your account(s) and all other accounts
  under the relevant contract during that same period.

3. If you are at least age 59-1/2 and have completed nine payment periods 

   
4. If we terminate your account based on our right to do so for accounts below a
   certain value (usually $3,500).
    

5. Additionally, we may allow other waivers of the five installment payout for
   full withdrawals to participants in certain plans. You can determine what
   additional waivers, if any, apply to you by referring to the contract or
   certificate.


Charges. We do not make deductions from amounts in the Fixed Plus Account to
cover mortality and expense risks. We consider these risks when determining the
credited rate.


   
Transfers. The contract holder or you, if allowed by the plan, may transfer 20%
of your account value held in the Fixed Plus Account in each 12-month period or
during each calendar year, depending on the terms of the contract. We determine
the amount eligible for transfer on the day we receive a transfer request in
good order at our Home Office, or under some contracts, as of the January 1st
preceding the transfer request. We will reduce amounts allowed for transfer by
any Fixed Plus Account withdrawals, transfers, loans or amounts applied to
income phase payment options during the prior 12 months (or, under some
contracts, during the prior calendar year). Under most contracts, in calculating
the percentage limit on transfers, we reserve the right to include payments made
due to the election of any of the systematic distribution options. We will waive
the percentage limit on transfers when the value in the Fixed Plus Account is
$1,000 or less ($2,000 or less under some contracts).

Under some contracts, if you transfer 20% of your account value held in the
Fixed Plus Account in each of four consecutive 12-month periods, you may
transfer the remaining balance in the succeeding 12-month period provided you do
not allocate any amount to or transfer any other amount from the Fixed Plus
Account during the five-year period. The 20% amount available to transfer under
this provision will be reduced by any amount transferred, taken as a loan or
applied to income phase payment options within the 12-month period preceding the
first 20% transfer. Also, we may reduce it for payments we made from your Fixed
Plus Account value under any systematic distribution option.
    
- -----------------
* Instead of the provisions under number 2 above, some contracts waive the
  five-payment full withdrawal provision for separation from service if all of
  the following apply:

o The hardship is certified by the employer;

o We receive the withdrawal request within 60 days of the date of separation;
  and

o You pay a 3% charge based on the entire Fixed Plus Account value. If you
  instead choose to have your payout in five annual installments as described
  above, then we will not assess the charge.

                                                                              53
<PAGE>

Income Phase. Amounts accumulating under the Fixed Plus Account can be
transferred to subaccounts to fund variable payments during the income phase.
Availability of subaccounts may vary during the income phase. Some contracts do
not permit Fixed Plus Account values to fund nonlifetime income options with
variable payments.


Contract Loans. If permitted under the plan, loans may be made from account
values held in the Fixed Plus Account. See the loan agreement for a description
of the amount available and possible consequences upon loan default if Fixed
Plus Account values are used for a loan.


Transfer Credits. The Company provides a transfer credit in certain
circumstances. See "Purchase--Transfer Credits." The transfer credit is a
specified percentage of the assets transferred to the Company under a contract
that remain in the accounts for the period of time specified by the Company,
plus the interest that would have been credited had that amount been deposited
in the Fixed Plus Account on the first business day of the calendar month
following its calculation. We apply the transfer credit to the current value
held in the Fixed Plus Account.


54
<PAGE>

                                  Appendix IV
                   Employee Appointment of Employer as Agent
                           Under an Annuity Contract
- --------------------------------------------------------------------------------
               For Plans under Section 403(b) or 401 of the Code
                     (except voluntary Section 403(b) Plans)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
My employer has adopted a plan under Internal Revenue Code Sections 403(b) or
401(a)/401(k) ("Plan") and has purchased an Aetna Life Insurance and Annuity
Company ("Company") group variable annuity contract ("Contract") as the funding
vehicle. Contributions under this Plan will be made by me through salary
reduction to an Employee Account, and by my employer to an Employer Account.

By electing to participate in my employer's Plan, I voluntarily appoint my
employer, who is the Contract Holder, as my agent for the purposes of all
transactions under the Contract in accordance with the terms of the Plan. The
Company is not a party to the Plan and does not interpret the Plan provisions.

As a Participant in the Plan, I understand and agree to the following terms and
conditions:

o  I own the value of my Employee Account subject to the restrictions of
   Sections 403(b) or 401(k) and the terms of the Plan. Subject to the terms of
   the vesting schedule in the Plan and the restrictions of Sections 403(b) or
   401(k), I have ownership in the value of my Employer Account.

o  I understand that the Company will process transactions only with my
   employer's written direction to the Company. I agree to be bound by my
   employer's interpretation of the Plan provisions and its written direction to
   the Company.

o  My employer may permit me to make investment selections under the Employee
   Account and/or the Employer Account directly with the Company under the terms
   of the Contract. Without my employer's written permission, I will be unable
   to make any investment selections under the Contract.

o  On my behalf, my employer may request a loan in accordance with the terms of
   the Contract and the provisions of the Plan. The Company will make payment of
   the loan amount directly to me. I will be responsible for making repayments
   directly to the Company in a timely manner.

o  In the event of my death, my employer is the named Beneficiary under the
   terms of the Contract. I have the right to name a personal Beneficiary as
   determined under the terms of the Plan and file that Beneficiary election
   with my employer. It is my employer's responsibility to direct the Company to
   properly pay any death benefits.


                                                                              55
<PAGE>

                                  Appendix V
                               Fund Descriptions
- --------------------------------------------------------------------------------

The investment results of the funds are likely to differ significantly and there
is no assurance that any of the funds will achieve their respective investment
objectives. Except as noted, all funds are diversified, as defined under the
Investment Company Act of 1940.

The contract holder may designate some or all of the mutual funds described
below as variable funding options under a contract.

Availability of the fund(s) may vary. See "Investment Options" for availability
and other information.

o    Aetna Balanced VP, Inc. seeks to maximize investment return, consistent
     with reasonable safety of principal by investing in a diversified portfolio
     of one or more of the following asset classes: stocks, bonds and cash
     equivalents, based on the investment adviser's judgment of which of those
     sectors or mix thereof offers the best investment prospects.(1)

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

o    Aetna Variable Fund d/b/a Aetna Growth and Income VP seeks to maximize
     total return through investments in a diversified portfolio of common
     stocks and securities convertible into common stock.(1)

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

o    Aetna Generation Portfolios, Inc.--Aetna Ascent VP seeks to provide capital
     appreciation. The Portfolio is designed for investors who have an
     investment horizon exceeding 15 years and who have a high level of risk
     tolerance.(1)

o    Aetna Generation Portfolios, Inc.--Aetna Crossroads VP seeks to provide
     total return (i.e., income and capital appreciation, both realized and
     unrealized). The Portfolio is designed for investors who have an investment
     horizon exceeding 10 years and who have a moderate level of risk
     tolerance.(1)

o    Aetna Generation Portfolios, Inc.--Aetna Legacy VP seeks to provide total
     return consistent with preservation of capital. The Portfolio is designed
     for investors who have an investment horizon exceeding five years and who
     have a low level of risk tolerance.(1)

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

o    Aetna Variable Portfolios, Inc.--Aetna High Yield VP seeks high current
     income and growth of capital primarily through investment in a diversified
     portfolio of fixed income securities rated lower than BBB by Standard and
     Poor's Corporation or lower than Baa3 by Moody's Investors Service, Inc.(1)

o    Aetna Variable Portfolios, Inc.--Aetna Index Plus Large Cap VP seeks to
     outperform the total return performance of publicly traded common stocks
     represented in the S&P 500 Composite Stock Price Index.(1)

o    Aetna Variable Portfolios, Inc.--Aetna Index Plus Mid Cap VP seeks to
     outperform the total return performance of publicly traded common stocks
     represented in the S&P 400.(1)

o    Aetna Variable Portfolios, Inc.--Aetna Index Plus Small Cap VP seeks to
     outperform the total return performance of publicly traded common stocks
     represented by the S&P SmallCap 600 Index, a stock market index composed of
     600 common stocks selected by Standard and Poor's Corporation.(1)

o    Aetna Variable Portfolios, Inc.--Aetna International VP seeks long-term
     capital growth primarily through investment in a diversified portfolio of
     common stocks principally traded in countries outside of the United States.
     Aetna International VP will not target any given level of current
     income.(1)

o    Aetna Variable Portfolios, Inc.--Aetna Real Estate Securities VP seeks
     maximum total return primarily through investment in a diversified
     portfolio of equity securities issued by real estate companies, the
     majority of which are real estate investment trusts (REITs).(1)


56
<PAGE>

o    Aetna Variable Portfolios, Inc.--Aetna Small Company VP seeks growth of
     capital primarily through investment in a diversified portfolio of common
     stocks and securities convertible into common stocks of companies with
     smaller market capitalizations.(1)

o    Aetna Variable Portfolios, Inc.--Aetna Value Opportunity VP seeks growth of
     capital primarily through investment in a diversified portfolio of common
     stocks and securities convertible into common stock(1)(a)

   
o    AIM V.I. Capital Appreciation Fund seeks capital appreciation through
     investments in common stocks, with emphasis on medium-sized and smaller
     emerging growth companies.(2)

o    AIM V.I. Growth Fund seeks growth of capital principally through investment
     in common stocks of seasoned and better capitalized companies considered by
     AIM to have strong earnings momentum. Current income will not be an
     important criterion of investment selection, and any such income should be
     considered incidental.(2)

o    AIM V.I. Growth and Income Fund seeks growth of capital, with current
     income as a secondary objective. Although the amount of the Fund's current
     income will vary from time to time, it is anticipated that the current
     income realized by the Fund will generally be greater than that realized by
     the mutual funds whose sole objective is growth of capital.(2)

o    AIM V.I. Value Fund seeks to achieve long-term growth of capital by
     investing primarily in equity securities judged by AIM to be undervalued
     relative to the current or projected earnins of the companies issuing the
     securities, or relative to the current market values of assets owned by the
     companies issuing the securities, or relative to the equity market,
     generally.(2)
    

o    Calvert Social Balanced Portfolio is a nondiversified portfolio that seeks
     to achieve a total return above the rate of inflation through an actively
     managed, nondiversified portfolio of common and preferred stocks, bonds and
     money market instruments which offer income and capital growth opportunity
     and which satisfy the social criteria established for the Portfolio.(3)

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

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

o    Fidelity Investments Variable Insurance Products Fund--Overseas Portfolio
     seeks long-term growth by investing mainly in foreign securities (at least
     65% of the Fund's total assets in securities of foreign issuers). Foreign
     investments involve greater risks than U.S. investments, including
     political and economic risks and the risk of currency fluctuation.(4)

o    Fidelity Investments Variable Insurance Products Fund II--Contrafund
     Portfolio seeks maximum total return over the long term by investing mainly
     in securities of companies whose value the investment adviser believes is
     not fully recognized by the public.(4)

o    Janus Aspen Series--Aggressive Growth Portfolio is a nondiversified
     portfolio that seeks long-term growth of capital. The Portfolio pursues its
     investment objective by normally investing at least 50% of its equity
     assets in securities issued by medium-sized companies. Medium-sized
     companies are those whose market capitalizations fall within the range of
     companies in the S&P MidCap 400 Index, which as of December 31, 1998
     included companies with capitalizations between approximately $__ million
     and $__ billion, but which is expected to change on a regular basis.(5)

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

o    Janus Aspen Series--Flexible Income Portfolio seeks to obtain maximum total
     return, consistent with preservation of capital. The Portfolio pursues its
     investment objective primarily through investments in income-producing
     securities. Total return is expected to result from a combination of
     current income and capital appreciation. The Portfolio invests in all types
     of income-producing securities and may have substantial holdings of


                                                                              57
<PAGE>

     debt securities rated below investment grade (e.g., junk bonds).(5) Janus
     Aspen Series--Growth Portfolio seeks long-term growth of capital in a
     manner consistent with the preservation of capital. The Portfolio pursues
     its investment objective by investing primarily in common stocks of issuers
     of any size. This Portfolio generally invests in larger, more established
     issuers.(5) Janus Aspen Series--Worldwide Growth Portfolio seeks long-term
     growth of capital in a manner consistent with preservation of capital. The
     Portfolio pursues its investment objective primarily through investments in
     common stocks of foreign and domestic issuers.(5) Lexington Natural
     Resources Trust is a nondiversified portfolio that seeks long-term growth
     of capital through investment primarily in common stocks of companies which
     own or develop natural resources and other basic commodities or supply
     goods and services to such companies. Transfers or deposits are not allowed
     into the subaccount investing in this fund, except from accounts
     established under the contract before May 1, 1998. As soon as all those who
     have current allocations to the subaccount under the contract have
     redirected their allocations to other investment options, we will close the
     subaccount to all investments (except reinvested dividends and capital
     gains earned on amounts already invested in the fund through the separate
     account and loan repayments that we automatically deposit into the fund
     according to our loan repayment procedures.)

o    Oppenheimer Global Securities Fund seeks long-term capital appreciation by
     investing a substantial portion of its assets in securities of foreign
     issuers, "growth-type" companies, cyclical industries and special
     situations which are considered to have appreciation possibilities but
     which may be considered to be speculative.(7)

o    Oppenheimer Strategic Bond Fund seeks a high level of current income
     principally derived from interest on debt securities and seeks to enhance
     such income by writing covered call options on debt securities. The Fund
     intends to invest principally in (i) foreign government and corporate debt
     securities, (ii) securities of the U.S. Government and its agencies and
     instrumentalities ("U.S. Government securities"), and (iii) lower-rated
     high yield domestic debt securities, commonly known as "junk bonds," which
     are subject to a greater risk of loss of principal and nonpayment of
     interest than higher-rated securities. These securities may be considered
     to be speculative. Current income is not an objective.(7)

o    Portfolio Partners, Inc.--MFS Emerging Equities Portfolio seeks to provide
     long-term growth of capital. Dividend and interest income from portfolio
     securities, if any, is incidental to the Portfolio's investment
     objective.(8a)

o    Portfolio Partners, Inc.--MFS Research Growth Portfolio seeks long-term
     growth of capital and future income.(8a)

o    Portfolio Partners, Inc.--MFS Value Equity Portfolio seeks capital
     appreciation. Dividend income, if any, is a consideration incidental to the
     Portfolio's objective of capital appreciation.(8a)

o    Portfolio Partners, Inc.--Scudder International Growth Portfolio seeks
     long-term growth of capital primarily through a diversified portfolio of
     marketable foreign equity securities.(8b)

o    Portfolio Partners, Inc.--T. Rowe Price Growth Equity Portfolio seeks
     long-term growth of capital and, secondarily, to increase dividend income
     by investing primarily in common stocks of well established growth
     companies.(8c)

Investment Advisers for each of the Funds:

(1) Aeltus Investment Management, Inc.
    (a) Bradley, Foster & Sargent, Inc. (subadviser)
(2) AIM Advisors, Inc.
(3) Calvert Asset Management Company, Inc.
(4) Fidelity Management & Research Company
(5) Janus Capital Corporation
(6) Lexington Management Corporation (adviser); Market Systems Research
    Advisors, Inc. (subadviser)
(7) OppenheimerFunds, Inc.
(8) Aetna Life Insurance and Annuity Company (adviser);
    (a) Massachusetts Financial Services Company (subadviser)
    (b) Scudder Kemper Investments, Inc. (subadviser)
    (c) T. Rowe Price Associates, Inc. (subadviser)

58
<PAGE>

                                   APPENDIX VI
                         CONDENSED FINANCIAL INFORMATION
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                              <C>
Table I - For Contracts Issued Under 403(b), 401(a)
     and 401(k) Plans with Total Separate Account Charges of
     0.40%, 0.45%, and 0.50%..................................................................................   60

Table II - For Contracts Issued Under 403(b), 401(a)
     and 401(k) Plans with Total Separate Account Charges of
     0.75%, 0.80%, and 0.85%..................................................................................   64

Table III - For Contracts Issued Under 403(b), 401(a)
     and 401(k) Plans with Total Separate Account Charges of
     0.90% and 0.95%..........................................................................................   68

Table IV - For Contracts Issued Under 403(b), 401(a)
     and 401(k) Plans with Total Separate Account Charges of
     1.00% and 1.05%..........................................................................................   72

Table V - For Contracts Issued Under 403(b), 401(a)
     and 401(k) Plans with Total Separate Account Charges of
     1.10% and 1.15%..........................................................................................   76

Table VI - For Contracts Issued Under 403(b), 401(a)
     and 401(k) Plans with Total Separate Account Charges of
     1.20% and Those Issued Since 1996 with Total Separate
     Account Charges of 1.25%.................................................................................   80

Table VII - For Contracts Issued Under 403(b), 401(a)
     and 401(k) Plans with Total Separate Account Charges of
     1.30% and 1.40%..........................................................................................   84

Table VIII - For Contracts Issued Since 1996 Under 403(b),
     401(a) and 401(k) Plans with Total Separate Account Charges
     of 1.50%.................................................................................................   87

Table IX - For Contracts Issued Under 403(b) Plans and
     Deferred Compensation Plans with Total Separate Account
     Charges of 1.25%.........................................................................................   90

Table X - For Multiple Option Contracts Issued to
     San Bernardino County and Macomb County with Total
     Separate Account Charges of 1.25%........................................................................   95

Table XI - For Contracts Issued Under 403(b) Plans and
     Deferred Compensation Plans with Total Separate Account
     Charges of 1.50% (including a 0.25% Administrative Expense
     Charge Beginning April 7, 1997)..........................................................................   99

Table XII - For Contracts Containing Limits on Fees Issued
     Under 403(b) Plans and Deferred Compensation Plans.......................................................  102

Table XIII - For Deferred Compensation Contracts with
     Total Separate Account Charges of 0.95% Effective
     On January 15, 1996......................................................................................  105

Table XIV - For Deferred Compensation Contracts with
     Total Separate Account Charges of 0.95% Effective
     On May 25, 1996..........................................................................................  110

Table XV - For Deferred Compensation Contracts with
     Total Separate Account Charges of 0.95% Effective
     On or After December 16, 1996............................................................................  115
</TABLE>


                                                                              59
<PAGE>


                        Condensed Financial Information
- --------------------------------------------------------------------------------
                                     TABLE I

          FOR CONTRACTS ISSUED UNDER 403(b), 401(a) AND 401(k) PLANS
        WITH TOTAL SEPARATE ACCOUNT CHARGES OF 0.40%, 0.45%, AND 0.50%
   (Selected data for accumulation units outstanding throughout each period)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The condensed financial information presented below for the period ended
December 31, 1998 (as applicable), is derived from the financial statements of
the separate account, which have been audited by __________________, independent
auditors. The financial statements and the independent auditors' report thereon
for the year ended December 31, 1998 are included in the Statement of Additional
Information.



<TABLE>
<CAPTION>
                                                         0.40% Total Charges     0.45% Total Charges     0.50% Total Charges
                                                        ---------------------   ---------------------   --------------------
                                                                 1998                    1998                   1998
                                                        ---------------------   ---------------------   --------------------
<S>                                                               <C>                     <C>                     <C>
AETNA ASCENT VP
Value at beginning of period                                      $                       $                       $
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA BALANCED VP, INC.
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA BOND VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA CROSSROADS VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA GROWTH VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA GROWTH AND INCOME VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA HIGH YIELD VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA INDEX PLUS LARGE CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA INDEX PLUS MID CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA INDEX PLUS SMALL CAP VP
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>


60
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                         0.40% Total Charges     0.45% Total Charges     0.50% Total Charges
                                                        ---------------------   ---------------------   --------------------
                                                                 1998                    1998                   1998
                                                        ---------------------   ---------------------   --------------------
<S>                                                               <C>                     <C>                     <C>
AETNA INTERNATIONAL VP
Value at beginning of period                                      $                       $                       $
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA LEGACY VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA MONEY MARKET VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA REAL ESTATE SECURITIES VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA SMALL COMPANY VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA VALUE OPPORTUNITY VP
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
CALVERT SOCIAL BALANCED PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
FIDELITY VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
FIDELITY VIP GROWTH PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
FIDELITY VIP OVERSEAS PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
FIDELITY VIP II CONTRAFUND PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
JANUS ASPEN AGGRESSIVE GROWTH
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
</TABLE>



                                                                              61
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                         0.40% Total Charges     0.45% Total Charges     0.50% Total Charges
                                                        ---------------------   ---------------------   --------------------
                                                                 1998                    1998                   1998
                                                        ---------------------   ---------------------   --------------------
<S>                                                               <C>                     <C>                     <C>
JANUS ASPEN BALANCED PORTFOLIO
Value at beginning of period                                      $                       $                       $
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
JANUS ASPEN GROWTH PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
JANUS ASPEN WORLDWIDE GROWTH
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
LEXINGTON NATURAL RESOURCES TRUST
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
OPPENHEIMER GLOBAL SECURITIES FUND
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
OPPENHEIMER STRATEGIC BOND FUND
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
PORTFOLIO PARTNERS MFS EMERGING
EQUITIES PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
PORTFOLIO PARTNERS MFS RESEARCH
GROWTH PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
PORTFOLIO PARTNERS MFS VALUE EQUITY
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
PORTFOLIO PARTNERS SCUDDER
INTERNATIONAL GROWTH PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
</TABLE>



62
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                         0.40% Total Charges     0.45% Total Charges     0.50% Total Charges
                                                        ---------------------   ---------------------   --------------------
                                                                 1998                    1998                   1998
                                                        ---------------------   ---------------------   --------------------
<S>                                                               <C>                     <C>                     <C>
PORTFOLIO PARTNERS T. ROWE PRICE
GROWTH PORTFOLIO
Value at beginning of period                                      $                       $                       $
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
</TABLE>

- -----------------
(1) The above figures are calculated by subtracting the beginning accumulation
    unit value from the ending accumulation unit value, and dividing the result
    by the beginning accumulation unit value.


                                                                              63
<PAGE>

                        Condensed Financial Information
- --------------------------------------------------------------------------------
                                   TABLE II

          FOR CONTRACTS ISSUED UNDER 403(b), 401(a) and 401(k) PLANS
        WITH TOTAL SEPARATE ACCOUNT CHARGES OF 0.75%, 0.80%, AND 0.85%
   (Selected data for accumulation units outstanding throughout each period)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The condensed financial information presented below for the period ended
December 31, 1998 (as applicable), is derived from the financial statements of
the separate account, which have been audited by __________________, independent
auditors. The financial statements and the independent auditors' report thereon
for the year ended December 31, 1998 are included in the Statement of Additional
Information.



<TABLE>
<CAPTION>
                                                         0.75% Total Charges     0.80% Total Charges     0.85% Total Charges
                                                        ---------------------   ---------------------   --------------------
                                                                 1998                    1998                   1998
                                                        ---------------------   ---------------------   --------------------
<S>                                                               <C>                    <C>                      <C>
AETNA ASCENT VP
Value at beginning of period                                      $                      $                        $
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA BALANCED VP, INC.
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA BOND VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA CROSSROADS VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA GROWTH VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA GROWTH AND INCOME VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA HIGH YIELD VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA INDEX PLUS LARGE CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA INDEX PLUS MID CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA INDEX PLUS SMALL CAP VP
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>



64
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                         0.75% Total Charges     0.80% Total Charges     0.85% Total Charges
                                                        ---------------------   ---------------------   --------------------
                                                                 1998                    1998                   1998
                                                        ---------------------   ---------------------   --------------------
<S>                                                               <C>                    <C>                      <C>
AETNA INTERNATIONAL VP
Value at beginning of period                                      $                      $                        $
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA LEGACY VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA MONEY MARKET VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA REAL ESTATE SECURITIES VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA SMALL COMPANY VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA VALUE OPPORTUNITY VP
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
CALVERT SOCIAL BALANCED PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
FIDELITY VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
FIDELITY VIP GROWTH PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
FIDELITY VIP OVERSEAS PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
FIDELITY VIP II CONTRAFUND PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
JANUS ASPEN AGGRESSIVE GROWTH
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
</TABLE>



                                                                              65
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                         0.75% Total Charges     0.80% Total Charges     0.85% Total Charges
                                                        ---------------------   ---------------------   --------------------
                                                                 1998                    1998                   1998
                                                        ---------------------   ---------------------   --------------------
<S>                                                               <C>                     <C>                     <C>
JANUS ASPEN BALANCED PORTFOLIO
Value at beginning of period                                      $                       $                       $
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
JANUS ASPEN GROWTH PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
JANUS ASPEN WORLDWIDE GROWTH
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
LEXINGTON NATURAL RESOURCES TRUST
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
OPPENHEIMER GLOBAL SECURITIES FUND
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
OPPENHEIMER STRATEGIC BOND FUND
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
PORTFOLIO PARTNERS MFS EMERGING
EQUITIES PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
PORTFOLIO PARTNERS MFS RESEARCH
GROWTH PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
PORTFOLIO PARTNERS MFS VALUE EQUITY
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
PORTFOLIO PARTNERS SCUDDER
INTERNATIONAL GROWTH PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
</TABLE>



66
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                         0.75% Total Charges     0.80% Total Charges     0.85% Total Charges
                                                        ---------------------   ---------------------   --------------------
                                                                 1998                    1998                   1998
                                                        ---------------------   ---------------------   --------------------
<S>                                                               <C>                     <C>                     <C>
PORTFOLIO PARTNERS T. ROWE PRICE
GROWTH PORTFOLIO
Value at beginning of period                                      $                       $                       $
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
</TABLE>

- -----------------
(1) The above figures are calculated by subtracting the beginning accumulation
    unit value from the ending accumulation unit value, and dividing the result
    by the beginning accumulation unit value.


                                                                              67
<PAGE>

                        Condensed Financial Information
- --------------------------------------------------------------------------------
                                   TABLE III

          FOR CONTRACTS ISSUED UNDER 403(b), 401(a) AND 401(k) PLANS
            WITH TOTAL SEPARATE ACCOUNT CHARGES OF 0.90% AND 0.95%
   (Selected data for accumulation units outstanding throughout each period)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The condensed financial information presented below for each of the periods
ended December 31, 1998, 1997 and 1996 (as applicable), is derived from the
financial statements of the separate account, which have been audited by
__________________, independent auditors. The financial statements and the
independent auditors' report thereon for the year ended December 31, 1998 are
included in the Statement of Additional Information.

<TABLE>
<CAPTION>
                                    0.90% Total
                                      Charges                      0.95% Total Charges
                                   ------------   -----------------------------------------------------
                                       1998          1998             1997                  1996
                                   ------------   ----------   ------------------   -------------------
<S>                                <C>            <C>          <C>                  <C>
AETNA ASCENT VP
Value at beginning of period       $              $13.624          $ 11.472              $ 10.000(2)
Value at end of period                                             $ 13.624              $ 11.472
Increase (decrease) in value of
 accumulation unit(1)                                                 18.76%                14.72%(2)
Number of accumulation units
 outstanding at end of period                                       119,471                20,237
AETNA BALANCED VP, INC.
Value at beginning of period                      $13.226          $ 10.902              $ 10.000(2)
Value at end of period                                             $ 13.226              $ 10.902
Increase (decrease) in value of
 accumulation unit(1)                                                 21.32%                 9.02%(2)
Number of accumulation units
 outstanding at end of period                                       986,711               702,222
AETNA BOND VP
Value at beginning of period                      $11.268          $ 10.503              $ 10.000(2)
Value at end of period                                             $ 11.268              $ 10.503
Increase (decrease) in value of
 accumulation unit(1)                                                  7.28%                 5.03%(2)
Number of accumulation units
 outstanding at end of period                                       251,156               161,765
AETNA CROSSROADS VP
Value at beginning of period                      $12.980          $ 11.146              $ 10.000(2)
Value at end of period                                             $ 12.980              $ 11.146
Increase (decrease) in value of
 accumulation unit(1)                                                 16.46%                11.46%(2)
Number of accumulation units
 outstanding at end of period                                       117,725                 7,882
AETNA GROWTH VP
Value at beginning of period                      $13.202          $ 12.787
Value at end of period                                             $ 13.202
Increase (decrease) in value of
 accumulation unit(1)                                                  3.25%(3)
Number of accumulation units
 outstanding at end of period                                         1,880
AETNA GROWTH AND INCOME VP
Value at beginning of period                      $14.756          $ 11.469              $ 10.000(2)
Value at end of period                                             $ 14.756              $ 11.469
Increase (decrease) in value of
 accumulation unit(1)                                                 28.66%                14.69%(2)
Number of accumulation units
 outstanding at end of period                                      3,760,076             2,876,728
AETNA HIGH YIELD VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INDEX PLUS LARGE CAP VP
Value at beginning of period                      $14.500          $ 10.934              $ 10.000(4)
Value at end of period                                             $ 14.500              $ 10.934
Increase (decrease) in value of
 accumulation unit(1)                                                 32.62%                 9.34%(4)
Number of accumulation units
 outstanding at end of period                                        62,360                 2,697
</TABLE>


68
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                    0.90% Total
                                      Charges                   0.95% Total Charges
                                   ------------   -----------------------------------------------
                                       1998          1998            1997              1996
                                   ------------   ----------   ---------------   ----------------
<S>                                <C>            <C>          <C>               <C>
AETNA INDEX PLUS MID CAP VP
Value at beginning of period       $              $
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INDEX PLUS SMALL CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INTERNATIONAL VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA LEGACY VP
Value at beginning of period                      $12.369           $10.905              $ 10.000(2)
Value at end of period                                              $12.369              $ 10.905
Increase (decrease) in value of
 accumulation unit(1)                                                 13.43%                 9.05%(2)
Number of accumulation units
 outstanding at end of period                                        47,726                    61
AETNA MONEY MARKET VP
Value at beginning of period                      $10.738           $10.277              $ 10.000(2)
Value at end of period                                              $10.738              $ 10.277
Increase (decrease) in value of
 accumulation unit(1)                                                  4.48%                 2.77%(2)
Number of accumulation units
 outstanding at end of period                                       147,123                39,811
AETNA REAL ESTATE SECURITIES VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA SMALL COMPANY VP
Value at beginning of period                      $13.684           $13.119
Value at end of period                                              $13.684
Increase (decrease) in value of
 accumulation unit(1)                                                  4.31%(5)
Number of accumulation units
 outstanding at end of period                                         2,124
AETNA VALUE OPPORTUNITY VP
Value at beginning of period                      $13.290           $12.912
Value at end of period                                              $13.290
Increase (decrease) in value of
 accumulation unit(1)                                                  2.93%(5)
Number of accumulation units
 outstanding at end of period                                           587
CALVERT SOCIAL BALANCED
PORTFOLIO
Value at beginning of period                      $12.994           $10.924              $ 10.000(2)
Value at end of period                                              $12.994              $ 10.924
Increase (decrease) in value of
 accumulation unit(1)                                                 18.95%                 9.24%(2)
Number of accumulation units
 outstanding at end of period                                        93,905                19,808
FIDELITY VIP EQUITY-INCOME
PORTFOLIO
Value at beginning of period                      $13.729           $10.819              $ 10.000(2)
Value at end of period                                              $13.729              $ 10.819
Increase (decrease) in value of
 accumulation unit(1)                                                 26.90%                 8.19%(2)
Number of accumulation units
 outstanding at end of period                                       125,669                27,639
</TABLE>



                                                                              69
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                    0.90% Total
                                      Charges                  0.95% Total Charges
                                   ------------   ----------------------------------------------
                                       1998          1998          1997              1996
                                   ------------   ----------   ------------   ------------------
<S>                                <C>            <C>           <C>              <C>
FIDELITY VIP GROWTH PORTFOLIO
Value at beginning of period       $              $12.674       $  10.362        $  10.000(2)
Value at end of period                                          $  12.674        $  10.362
Increase (decrease) in value of
 accumulation unit(1)                                               22.31%            3.62%(2)
Number of accumulation units
 outstanding at end of period                                     150,612           54,133
FIDELITY VIP OVERSEAS PORTFOLIO
Value at beginning of period                      $11.783       $  10.664        $  10.000(2)
Value at end of period                                          $  11.783        $  10.664
Increase (decrease) in value of
 accumulation unit(1)                                               10.50%            6.64%(2)
Number of accumulation units
 outstanding at end of period                                      20,273            3,820
FIDELITY VIP II CONTRAFUND
PORTFOLIO
Value at beginning of period                      $13.825       $  11.243        $  10.000(2)
Value at end of period                                          $  13.825        $  11.243
Increase (decrease) in value of
 accumulation unit(1)                                               22.97%           12.43%(2)
Number of accumulation units
 outstanding at end of period                                     266,396           95,199
JANUS ASPEN AGGRESSIVE GROWTH
PORTFOLIO
Value at beginning of period                      $10.613       $   9.510        $  10.000(2)
Value at end of period                                          $  10.613        $   9.510
Increase (decrease) in value of
 accumulation unit(1)                                               11.60%           (4.90)%(2)
Number of accumulation units
 outstanding at end of period                                     416,100          125,232
JANUS ASPEN BALANCED
PORTFOLIO
Value at beginning of period                      $13.431       $  11.105        $  10.000(2)
Value at end of period                                          $  13.431        $  11.105
Increase (decrease) in value of
 accumulation unit(1)                                               20.95%           11.05%(2)
Number of accumulation units
 outstanding at end of period                                      42,699            9,188
JANUS ASPEN FLEXIBLE INCOME
PORTFOLIO
Value at beginning of period                      $12.069       $  10.902        $  10.000(4)
Value at end of period                                          $  12.069        $  10.902
Increase (decrease) in value of
 accumulation unit(1)                                               10.70%            9.02%(4)
Number of accumulation units
 outstanding at end of period                                      29,665            1,402
JANUS ASPEN GROWTH PORTFOLIO
Value at beginning of period                      $13.242       $  10.891        $  10.000(2)
Value at end of period                                          $  13.242        $  10.891
Increase (decrease) in value of
 accumulation unit(1)                                               21.59%            8.91%(2)
Number of accumulation units
 outstanding at end of period                                      92,666           39,841
JANUS ASPEN WORLDWIDE GROWTH
PORTFOLIO
Value at beginning of period                      $13.757       $  11.370        $  10.000(2)
Value at end of period                                          $  13.757        $  11.370
Increase (decrease) in value of
 accumulation unit(1)                                               21.00%           13.70%(2)
Number of accumulation units
 outstanding at end of period                                     555,448          151,935
LEXINGTON NATURAL
RESOURCES TRUST
Value at beginning of period                      $12.082       $  11.383        $  10.000(2)
Value at end of period                                          $  12.082        $  11.383
Increase (decrease) in value of
 accumulation unit(1)                                                6.14%           13.83%(2)
Number of accumulation units
 outstanding at end of period                                      85,577            5,295
</TABLE>


70
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                    0.90% Total
                                      Charges              0.95% Total Charges
                                   ------------   --------------------------------------
                                       1998          1998            1997           1996
                                   ------------   ---------   ------------------   -----
<S>                                <C>             <C>           <C>                  <C>
OPPENHEIMER GLOBAL
SECURITIES FUND
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
OPPENHEIMER STRATEGIC
BOND FUND
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
PORTFOLIO PARTNERS MFS
EMERGING EQUITIES PORTFOLIO
Value at beginning of period                       $ 9.940       $  10.062
Value at end of period                                           $   9.940
Increase (decrease) in value of
 accumulation unit(1)                                                (1.21)%(6)
Number of accumulation units
 outstanding at end of period                                      795,375
PORTFOLIO PARTNERS MFS
RESEARCH GROWTH PORTFOLIO
Value at beginning of period                       $ 8.727       $   8.897
Value at end of period                                           $   8.727
Increase (decrease) in value of
 accumulation unit(1)                                                (1.90)%(6)
Number of accumulation units
 outstanding at end of period                                      484,407
PORTFOLIO PARTNERS MFS VALUE
EQUITY PORTFOLIO
Value at beginning of period                       $12.478       $  12.296
Value at end of period                                           $  12.478
Increase (decrease) in value of
 accumulation unit(1)                                                 1.47%(6)
Number of accumulation units
 outstanding at end of period                                       96,338
PORTFOLIO PARTNERS SCUDDER
INTERNATIONAL GROWTH
PORTFOLIO
Value at beginning of period                       $11.522       $  11.376
Value at end of period                                           $  11.522
Increase (decrease) in value of
 accumulation unit(1)                                                 1.28%(6)
Number of accumulation units
 outstanding at end of period                                      351,150
PORTFOLIO PARTNERS T. ROWE
PRICE GROWTH EQUITY
PORTFOLIO
Value at beginning of period                       $13.332       $  13.062
Value at end of period                                           $  13.332
Increase (decrease) in value of
 accumulation unit(1)                                                 2.07%(6)
Number of accumulation units
 outstanding at end of period                                      238,562
</TABLE>

- -----------------
(1) The above figures are calculated by subtracting the beginning accumulation
    unit value from the ending accumulation unit value, and dividing the result
    by the beginning accumulation unit value.
(2) Reflects less than a full year of performance activity. The initial
    accumulation unit value was established during May 1996 when the fund became
    available under the contract, when funds were first received in this option
    or when the applicable daily asset charge was first utilized.
(3) Reflects less than a full year of performance activity. Funds were first
    received in this option during August 1997.
(4) Reflects less than a full year of performance activity. The initial
    accumulation unit value was established during August 1996 when the fund
    became available under the contract, when funds were first received in this
    option or when the applicable daily asset charge was first utilized.
(5) Reflects less than a full year of performance activity. Funds were first
    received in this option during December 1997.
(6) Reflects less than a full year of performance activity. Funds were first
    received in this option during November 1997.

                                                                              71
<PAGE>

                        Condensed Financial Information
- --------------------------------------------------------------------------------
                                   TABLE IV

          FOR CONTRACTS ISSUED UNDER 403(b), 401(a) AND 401(k) PLANS
            WITH TOTAL SEPARATE ACCOUNT CHARGES OF 1.00% AND 1.05%
   (Selected data for accumulation units outstanding throughout each period)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The condensed financial information presented below for each of the periods
ended December 31, 1998, 1997 and 1996 (as applicable), is derived from the
financial statements of the separate account, which have been audited by
__________________, independent auditors. The financial statements and the
independent auditors' report thereon for the year ended December 31, 1998 are
included in the Statement of Additional Information.



<TABLE>
<CAPTION>
                                                  1.00% Total Charges                        1.05% Total Charges
                                   --------------------------------------------------   -----------------------------
                                      1998             1997                1996            1998            1997
                                   ----------   ------------------   ----------------   ----------   ----------------
<S>                                <C>          <C>                  <C>                <C>          <C>
AETNA ASCENT VP
Value at beginning of period       $13.613           $11.468            $ 10.000(2)     $13.602         $ 11.629
Value at end of period                               $13.613            $ 11.468                        $ 13.602
Increase (decrease) in value of
 accumulation unit(1)                                  18.70%              14.68%(2)                       16.96%(3)
Number of accumulation units
 outstanding at end of period                         14,463                  13                          24,508
AETNA BALANCED VP, INC.
Value at beginning of period       $13.215           $13.054                            $13.204         $ 12.677
Value at end of period                               $13.215            $ 13.204
Increase (decrease) in value of
 accumulation unit(1)                                   1.23%(4)                                            4.16%(4)
Number of accumulation units
 outstanding at end of period                         57,737                                               4,205
AETNA BOND VP
Value at beginning of period       $11.258           $10.500            $ 10.000(2)     $11.249         $ 10.587
Value at end of period                               $11.258            $ 10.500                        $ 11.249
Increase (decrease) in value of
 accumulation unit(1)                                   7.22%               5.00%(2)                        6.25%(3)
Number of accumulation units
 outstanding at end of period                         64,958                 679                          11,619
AETNA CROSSROADS VP
Value at beginning of period       $12.970           $12.945                            $12.959         $ 11.292
Value at end of period                               $12.970                                            $ 12.959
Increase (decrease) in value of
 accumulation unit(1)                                   0.19%(5)                                           14.76%(3)
Number of accumulation units
 outstanding at end of period                          2,786                                              12,847
AETNA GROWTH VP
Value at beginning of period                                                            $13.192         $ 13.184
Value at end of period                                                                                  $ 13.192
Increase (decrease) in value of
 accumulation unit(1)                                                                                       0.06%(6)
Number of accumulation units
 outstanding at end of period                                                                                 31
AETNA GROWTH AND
INCOME VP
Value at beginning of period       $14.744           $11.465            $ 10.000(2)     $14.732         $ 12.312
Value at end of period                               $14.744            $ 11.465                        $ 14.732
Increase (decrease) in value of
 accumulation unit(1)                                  28.60%              14.65%(2)                       19.66%(3)
Number of accumulation units
 outstanding at end of period                        362,675              13,125                          44,425
AETNA HIGH YIELD VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INDEX PLUS LARGE
CAP VP
Value at beginning of period       $14.491           $14.289                            $14.481         $ 14.043
Value at end of period                               $14.491                                            $ 14.481
Increase (decrease) in value of
 accumulation unit(1)                                   1.41%(7)                                            3.12%(4)
Number of accumulation units
 outstanding at end of period                             29                                               1,083
</TABLE>



72
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                 1.00% Total Charges                       1.05% Total Charges
                                   ------------------------------------------------   -----------------------------
                                      1998            1997               1996            1998            1997
                                   ----------   ----------------   ----------------   ----------   ----------------
<S>                                <C>              <C>               <C>             <C>             <C>
AETNA INDEX PLUS MID
CAP VP
Value at beginning of period       $                                                  $
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INDEX PLUS SMALL
CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INTERNATIONAL VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA LEGACY VP
Value at beginning of period       $12.358          $12.242                           $12.348         $ 11.009
Value at end of period                              $12.358                                           $ 12.348
Increase (decrease) in value of
 accumulation unit(1)                                  0.95%(3)                                          12.16%(3)
Number of accumulation units
 outstanding at end of period                            64                                              6,221
AETNA MONEY MARKET VP
Value at beginning of period       $10.729          $10.274           $ 10.000(2)     $10.720         $ 10.322
Value at end of period                              $10.729           $ 10.274                        $ 10.720
Increase (decrease) in value of
 accumulation unit(1)                                  4.43%              2.74%(2)                        3.86%(3)
Number of accumulation units
 outstanding at end of period                        65,496              1,551                           1,863
AETNA REAL ESTATE
SECURITIES VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA SMALL COMPANY VP
Value at beginning of period                                                          $13.674         $ 12.485
Value at end of period                                                                                $ 13.674
Increase (decrease) in value of
 accumulation unit(1)                                                                                     9.52%(4)
Number of accumulation units
 outstanding at end of period                                                                              125
AETNA VALUE
OPPORTUNITY VP
Value at beginning of period                                                          $13.281         $ 12.796
Value at end of period                                                                                $ 13.281
Increase (decrease) in value of
 accumulation unit(1)                                                                                     3.79%(6)
Number of accumulation units
 outstanding at end of period                                                                               17
CALVERT SOCIAL BALANCED
PORTFOLIO
Value at beginning of period       $12.983          $12.982                           $12.972         $ 12.278
Value at end of period                              $12.983                                           $ 12.972
Increase (decrease) in value of
 accumulation unit(1)                                  0.01%(8)                                           5.65%(4)
Number of accumulation units
 outstanding at end of period                        25,620                                                766
FIDELITY VIP EQUITY-INCOME
PORTFOLIO
Value at beginning of period       $13.718          $13.438                           $13.706         $ 11.435
Value at end of period                              $13.718                                           $ 13.706
Increase (decrease) in value of
 accumulation unit(1)                                  2.08%(8)                                          19.86%(3)
Number of accumulation units
 outstanding at end of period                        29,808                                             34,010
</TABLE>



                                                                              73
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                   1.00% Total Charges                          1.05% Total Charges
                                   ----------------------------------------------------   -------------------------------
                                      1998             1997                 1996             1998             1997
                                   ----------   ------------------   ------------------   ----------   ------------------
<S>                                <C>             <C>                  <C>               <C>             <C>
FIDELITY VIP GROWTH
PORTFOLIO
Value at beginning of period       $12.663         $   10.358           $  10.000(2)      $12.653         $  10.988
Value at end of period                             $   12.663           $  10.358                         $  12.653
Increase (decrease) in value of
 accumulation unit(1)                                   22.25%               3.58%(2)                         15.16%(3)
Number of accumulation units
 outstanding at end of period                          61,043                  21                            22,425
FIDELITY VIP OVERSEAS
PORTFOLIO
Value at beginning of period       $11.774         $   11.818                             $11.764         $  10.798
Value at end of period                             $   11.774                                             $  11.764
Increase (decrease) in value of
 accumulation unit(1)                                   (0.37)%(7)                                             8.95%(3)
Number of accumulation units
 outstanding at end of period                           1,294                                                 3,858
FIDELITY VIP II CONTRAFUND
PORTFOLIO
Value at beginning of period       $13.814         $   11.239           $  10.000(2)      $13.802         $  12.865
Value at end of period                             $   13.814           $  11.239                         $  13.802
Increase (decrease) in value of
 accumulation unit(1)                                   22.91%              12.39%(2)                          7.28%(4)
Number of accumulation units
 outstanding at end of period                         139,417              20,020                             9,650
JANUS ASPEN AGGRESSIVE
GROWTH PORTFOLIO
Value at beginning of period       $10.604         $    9.507           $  10.000(2)      $10.596         $   8.894
Value at end of period                             $   10.604           $   9.507                         $  10.596
Increase (decrease) in value of
 accumulation unit(1)                                   11.54%              (4.93)%(2)                        19.14%(3)
Number of accumulation units
 outstanding at end of period                         106,350              17,055                            38,785
JANUS ASPEN BALANCED
PORTFOLIO
Value at beginning of period       $13.420         $   13.490                             $13.409         $  11.587
Value at end of period                             $   13.420                                             $  13.409
Increase (decrease) in value of
 accumulation unit(1)                                   (0.52)%(8)                                            15.73%(3)
Number of accumulation units
 outstanding at end of period                           5,846                                                14,527
JANUS ASPEN FLEXIBLE
INCOME PORTFOLIO
Value at beginning of period       $12.059         $   10.857                             $12.049         $  11.571
Value at end of period                             $   12.059                                             $  12.049
Increase (decrease) in value of
 accumulation unit(1)                                   11.07%(9)                                              4.13%(4)
Number of accumulation units
 outstanding at end of period                          12,527                                                   700
JANUS ASPEN GROWTH
PORTFOLIO
Value at beginning of period       $13.231         $   10.929                             $13.220         $  13.078
Value at end of period                             $   13.231                                             $  13.220
Increase (decrease) in value of
 accumulation unit(1)                                   21.07%(9)                                              1.08%(4)
Number of accumulation units
 outstanding at end of period                          17,098                                                 7,726
JANUS ASPEN WORLDWIDE
GROWTH PORTFOLIO
Value at beginning of period       $13.746         $   11.366           $  10.000(2)      $13.735         $  12.089
Value at end of period                             $   13.746           $  11.366                         $  13.735
Increase (decrease) in value of
 accumulation unit(1)                                   20.94%              13.66%(2)                         13.61%(3)
Number of accumulation units
 outstanding at end of period                         207,630              36,305                            59,673
LEXINGTON NATURAL
RESOURCES TRUST
Value at beginning of period       $12.072         $   13.838                             $12.062         $  12.407
Value at end of period                             $   12.072                                             $  12.062
Increase (decrease) in value of
 accumulation unit(1)                                  (12.77)%(8)                                            (2.78)%(4)
Number of accumulation units
 outstanding at end of period                          12,963                                                   791
</TABLE>



74
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                             1.00% Total Charges                  1.05% Total Charges
                                   ---------------------------------------   ------------------------------
                                      1998            1997           1996       1998            1997
                                   ---------   ------------------   ------   ---------   ------------------
<S>                                 <C>           <C>                         <C>           <C>
OPPENHEIMER GLOBAL
SECURITIES FUND
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
OPPENHEIMER STRATEGIC
BOND FUND
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
PORTFOLIO PARTNERS MFS
EMERGING EQUITIES
PORTFOLIO
Value at beginning of period        $ 9.932       $  10.054                   $ 9.923       $  10.046
Value at end of period                            $   9.932                                 $   9.923
Increase (decrease) in value of
 accumulation unit(1)                                 (1.21)%(7)                                (1.22)%(7)
Number of accumulation units
 outstanding at end of period                       180,890                                    26,577
PORTFOLIO PARTNERS MFS
RESEARCH GROWTH
PORTFOLIO
Value at beginning of period        $ 8.720       $   8.890                   $ 8.713       $   8.883
Value at end of period                            $   8.720                                 $   8.713
Increase (decrease) in value of
 accumulation unit(1)                                 (1.91)%(7)                                (1.91)%(7)
Number of accumulation units
 outstanding at end of period                        55,616                                     1,465
PORTFOLIO PARTNERS MFS
VALUE EQUITY PORTFOLIO
Value at beginning of period        $12.467       $  12.287                   $12.457       $  12.277
Value at end of period                            $  12.467                                 $  12.457
Increase (decrease) in value of
 accumulation unit(1)                                  1.47%(7)                                  1.47%(7)
Number of accumulation units
 outstanding at end of period                        68,968                                     1,514
PORTFOLIO PARTNERS
SCUDDER INTERNATIONAL
GROWTH PORTFOLIO
Value at beginning of period        $11.512       $  11.367                   $11.503       $  11.358
Value at end of period                            $  11.512                                 $  11.503
Increase (decrease) in value of
 accumulation unit(1)                                  1.27%(7)                                  1.27%(7)
Number of accumulation units
 outstanding at end of period                        80,978                                     8,780
PORTFOLIO PARTNERS
T. ROWE PRICE GROWTH
EQUITY PORTFOLIO
Value at beginning of period        $13.321       $  13.052                   $13.310       $  13.042
Value at end of period                            $  13.321                                 $  13.310
Increase (decrease) in value of
 accumulation unit(1)                                  2.06%(7)                                  2.06%(7)
Number of accumulation units
 outstanding at end of period                        65,906                                    18,429
</TABLE>

- -----------------
(1) The above figures are calculated by subtracting the beginning accumulation
    unit value from the ending accumulation unit value, and dividing the result
    by the beginning accumulation unit value.
(2) Reflects less than a full year of performance activity. The initial
    accumulation unit value was established during May 1996 when the fund became
    available under the contract, when funds were first received in this option
    or when the applicable daily asset charge was first utilized.
(3) Reflects less than a full year of performance activity. Funds were first
    received in this option during February 1997.
(4) Reflects less than a full year of performance activity. Funds were first
    received in this option during July 1997.
(5) Reflects less than a full year of performance activity. Funds were first
    received in this option during September 1997.
(6) Reflects less than a full year of performance activity. Funds were first
    received in this option during August 1997.
(7) Reflects less than a full year of performance activity. Funds were first
    received in this option during November 1997.
(8) Reflects less than a full year of performance activity. Funds were first
    received in this option during October 1997.
(9) Reflects less than a full year of performance activity. Funds were first
    received in this option during January 1997.

                                                                              75
<PAGE>

                        Condensed Financial Information
- --------------------------------------------------------------------------------
                                    TABLE V

          FOR CONTRACTS ISSUED UNDER 403(b), 401(a) AND 401(k) PLANS
            WITH TOTAL SEPARATE ACCOUNT CHARGES OF 1.10% AND 1.15%
   (Selected data for accumulation units outstanding throughout each period)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The condensed financial information presented below for each of the periods
ended December 31, 1998, 1997 and 1996 (as applicable), is derived from the
financial statements of the separate account, which have been audited by
__________________, independent auditors. The financial statements and the
independent auditors' report thereon for the year ended December 31, 1998 are
included in the Statement of Additional Information.



<TABLE>
<CAPTION>
                                         1.10% Total Charges                   1.15% Total Charges
                                   -------------------------------   ---------------------------------------
                                      1998             1997             1998             1997           1996
                                   ----------   ------------------   ----------   ------------------   -----
<S>                                <C>             <C>               <C>             <C>
AETNA ASCENT VP
Value at beginning of period       $13.590         $  13.275         $13.579         $  11.525
Value at end of period                             $  13.590                         $  13.579
Increase (decrease) in value of
 accumulation unit(1)                                   2.37%(2)                         17.82%(3)
Number of accumulation units
 outstanding at end of period                             42                             6,392
AETNA BALANCED VP, INC.
Value at beginning of period       $13.194         $  12.915         $13.183         $  11.130
Value at end of period                             $  13.194                         $  13.183
Increase (decrease) in value of
 accumulation unit(1)                                   2.16%(2)                         18.44%(3)
Number of accumulation units
 outstanding at end of period                            294                           250,060
AETNA BOND VP
Value at beginning of period       $11.240         $  11.219         $11.231         $  10.476
Value at end of period                             $  11.240                         $  11.231
Increase (decrease) in value of
 accumulation unit(1)                                   0.19%(4)                          7.20%(3)
Number of accumulation units
 outstanding at end of period                              6                            89,517
AETNA CROSSROADS VP
Value at beginning of period       $12.949         $  12.904         $12.938         $  11.182
Value at end of period                             $  12.949                         $  12.938
Increase (decrease) in value of
 accumulation unit(1)                                   0.34%(2)                         15.70%(3)
Number of accumulation units
 outstanding at end of period                             14                             7,129
AETNA GROWTH VP
Value at beginning of period       $13.188         $  13.325         $13.183         $  13.348
Value at end of period                             $  13.188                         $  13.183
Increase (decrease) in value of
 accumulation unit(1)                                  (1.03)%(2)                        (1.24)%(5)
Number of accumulation units
 outstanding at end of period                             37                               118
AETNA GROWTH AND
INCOME VP
Value at beginning of period       $14.720         $  14.520         $14.708         $  11.805
Value at end of period                             $  14.720                         $  14.708
Increase (decrease) in value of
 accumulation unit(1)                                   1.37%(2)                         24.59%(3)
Number of accumulation units
 outstanding at end of period                            570                           508,938
AETNA HIGH YIELD VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INDEX PLUS LARGE
CAP VP
Value at beginning of period       $14.472         $  14.078         $14.463         $  11.663
Value at end of period                             $  14.472                         $  14.463
Increase (decrease) in value of
 accumulation unit(1)                                   2.80%(2)                         24.01%(3)
Number of accumulation units
 outstanding at end of period                            215                             5,517
</TABLE>



76
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        1.10% Total Charges                       1.15% Total Charges
                                   -----------------------------   --------------------------------------------------
                                      1998            1997            1998             1997                1996
                                   ----------   ----------------   ----------   ------------------   ----------------
<S>                                <C>              <C>            <C>             <C>                  <C>
AETNA INDEX PLUS MID
CAP VP
Value at beginning of period       $                               $
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INDEX PLUS SMALL
CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INTERNATIONAL VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA LEGACY VP
Value at beginning of period       $12.338          $12.223        $12.328         $  10.927
Value at end of period                              $12.338                        $  12.328
Increase (decrease) in value of
 accumulation unit(1)                                  0.94%(3)                        12.82%(3)
Number of accumulation units
 outstanding at end of period                           851                           21,027
AETNA MONEY MARKET VP
Value at beginning of period       $10.711          $10.663        $10.702         $  10.264            $ 10.000(6)
Value at end of period                              $10.711                        $  10.702            $ 10.264
Increase (decrease) in value of
 accumulation unit(1)                                  0.45%(2)                         4.27%               2.64%(6)
Number of accumulation units
 outstanding at end of period                           145                           44,265               9,856
AETNA REAL ESTATE
SECURITIES VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA SMALL COMPANY VP
Value at beginning of period       $13.669          $13.331        $13.664         $  13.709
Value at end of period                              $13.669                        $  13.664
Increase (decrease) in value of
 accumulation unit(1)                                  2.54%(2)                        (0.33)%(5)
Number of accumulation units
 outstanding at end of period                           650                              119
AETNA VALUE
OPPORTUNITY VP
Value at beginning of period       $13.276          $12.952        $13.271         $  13.244
Value at end of period                              $13.276                        $  13.271
Increase (decrease) in value of
 accumulation unit(1)                                  2.50%(2)                         0.20%(5)
Number of accumulation units
 outstanding at end of period                            46                               47
CALVERT SOCIAL BALANCED
PORTFOLIO
Value at beginning of period                                       $12.951         $  11.071
Value at end of period                                                             $  12.951
Increase (decrease) in value of
 accumulation unit(1)                                                                  16.98%(3)
Number of accumulation units
 outstanding at end of period                                                         37,416
FIDELITY VIP EQUITY-INCOME
PORTFOLIO
Value at beginning of period       $13.695          $13.343        $13.684         $  10.805            $ 10.000(6)
Value at end of period                              $13.695                        $  13.684            $ 10.805
Increase (decrease) in value of
 accumulation unit(1)                                  2.64%(2)                        26.64%               8.05%(6)
Number of accumulation units
 outstanding at end of period                           589                           40,977               4,215
</TABLE>



                                                                              77
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         1.10% Total Charges                        1.15% Total Charges
                                   -------------------------------   --------------------------------------------------
                                      1998             1997             1998            1997                1996
                                   ----------   ------------------   ----------   ----------------   ------------------
<S>                                <C>             <C>               <C>             <C>                <C>
FIDELITY VIP GROWTH
PORTFOLIO
Value at beginning of period       $12.643         $  12.740         $12.632         $ 10.348           $  10.000(6)
Value at end of period                             $  12.643                         $ 12.632           $  10.348
Increase (decrease) in value of
 accumulation unit(1)                                  (0.77)%(2)                       22.07%               3.48%(6)
Number of accumulation units
 outstanding at end of period                            416                           43,953               4,472
FIDELITY VIP OVERSEAS
PORTFOLIO
Value at beginning of period       $11.754         $  11.651         $11.745         $ 10.662
Value at end of period                             $  11.754                         $ 11.745
Increase (decrease) in value of
 accumulation unit(1)                                   0.89%(4)                        10.15%(2)
Number of accumulation units
 outstanding at end of period                              5                            6,203
FIDELITY VIP II CONTRAFUND
PORTFOLIO
Value at beginning of period       $13.791         $  13.502         $13.780         $ 11.228           $  10.000(6)
Value at end of period                             $  13.791                         $ 13.780           $  11.228
Increase (decrease) in value of
 accumulation unit(1)                                   2.14%(2)                        22.72%              12.28%(6)
Number of accumulation units
 outstanding at end of period                            110                           56,042               4,169
JANUS ASPEN AGGRESSIVE
GROWTH PORTFOLIO
Value at beginning of period       $10.587         $  10.337         $10.578         $  9.498           $  10.000(6)
Value at end of period                             $  10.587                         $ 10.578           $   9.498
Increase (decrease) in value of
 accumulation unit(1)                                   2.42%(2)                        11.38%              (5.02)%(6)
Number of accumulation units
 outstanding at end of period                            269                           77,340               4,932
JANUS ASPEN BALANCED
PORTFOLIO
Value at beginning of period       $13.398         $  13.138         $13.387         $ 11.090           $  10.000(6)
Value at end of period                             $  13.398                         $ 13.387           $  11.090
Increase (decrease) in value of
 accumulation unit(1)                                   1.98%(2)                        20.71%              10.90%(6)
Number of accumulation units
 outstanding at end of period                            256                           15,461                  13
JANUS ASPEN FLEXIBLE
INCOME PORTFOLIO
Value at beginning of period       $12.039         $  11.872         $12.029         $ 10.882
Value at end of period                             $  12.039                         $ 12.029
Increase (decrease) in value of
 accumulation unit(1)                                   1.41%(2)                        10.54%(3)
Number of accumulation units
 outstanding at end of period                             12                            4,140
JANUS ASPEN GROWTH
PORTFOLIO
Value at beginning of period       $13.209         $  12.995         $13.198         $ 11.138
Value at end of period                             $  13.209                         $ 13.198
Increase (decrease) in value of
 accumulation unit(1)                                   1.65%(2)                        18.49%(3)
Number of accumulation units
 outstanding at end of period                            498                           22,179
JANUS ASPEN WORLDWIDE
GROWTH PORTFOLIO
Value at beginning of period       $13.724         $  13.565         $13.712         $ 11.355           $  10.000(6)
Value at end of period                             $  13.724                         $ 13.712           $  11.355
Increase (decrease) in value of
 accumulation unit(1)                                   1.17%(2)                        20.76%              13.55%(6)
Number of accumulation units
 outstanding at end of period                            971                           77,286                   9
LEXINGTON NATURAL
RESOURCES TRUST
Value at beginning of period                                         $12.042         $ 11.865
Value at end of period                                                               $ 12.042
Increase (decrease) in value of
 accumulation unit(1)                                                                    1.50%(3)
Number of accumulation units
 outstanding at end of period                                                          12,454
</TABLE>



78
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        1.10% Total Charges                  1.15% Total Charges
                                   ------------------------------   --------------------------------------
                                      1998            1997             1998            1997           1996
                                   ---------   ------------------   ---------   ------------------   -----
<S>                                <C>            <C>                <C>           <C>
OPPENHEIMER GLOBAL
SECURITIES FUND
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
OPPENHEIMER STRATEGIC
BOND FUND
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
PORTFOLIO PARTNERS MFS
EMERGING EQUITIES
PORTFOLIO
Value at beginning of period       $9.915         $  10.039          $ 9.907       $  10.031
Value at end of period                            $   9.915                        $   9.907
Increase (decrease) in value of
 accumulation unit(1)                                 (1.23)%(2)                       (1.23)%(2)
Number of accumulation units
 outstanding at end of period                            16                          165,668
PORTFOLIO PARTNERS MFS
RESEARCH GROWTH
PORTFOLIO
Value at beginning of period                                         $ 8.698       $   8.869
Value at end of period                                                             $   8.698
Increase (decrease) in value of
 accumulation unit(1)                                                                  (1.92)%(2)
Number of accumulation units
 outstanding at end of period                                                        122,863
PORTFOLIO PARTNERS MFS
VALUE EQUITY PORTFOLIO
Value at beginning of period                                         $12.437       $  12.258
Value at end of period                                                             $  12.437
Increase (decrease) in value of
 accumulation unit(1)                                                                   1.46%(2)
Number of accumulation units
 outstanding at end of period                                                         79,382
PORTFOLIO PARTNERS
SCUDDER INTERNATIONAL
GROWTH PORTFOLIO
Value at beginning of period                                         $11.484       $  11.341
Value at end of period                                                             $  11.484
Increase (decrease) in value of
 accumulation unit(1)                                                                   1.26%(2)
Number of accumulation units
 outstanding at end of period                                                         77,528
PORTFOLIO PARTNERS
T. ROWE PRICE GROWTH
EQUITY PORTFOLIO
Value at beginning of period                                         $13.288       $  13.021
Value at end of period                                                             $  13.288
Increase (decrease) in value of
 accumulation unit(1)                                                                   2.05%(2)
Number of accumulation units
 outstanding at end of period                                                         42,110
</TABLE>

- -----------------
(1) The above figures are calculated by subtracting the beginning accumulation
    unit value from the ending accumulation unit value, and dividing the result
    by the beginning accumulation unit value.
(2) Reflects less than a full year of performance activity. Funds were first
    received in this option during November 1997.
(3) Reflects less than a full year of performance activity. Funds were first
    received in this option during January 1997.
(4) Reflects less than a full year of performance activity. Funds were first
    received in this option during December 1997.
(5) Reflects less than a full year of performance activity. Funds were first
    received in this option during September 1997.
(6) Reflects less than a full year of performance activity. The initial
    accumulation unit value was established during May 1996 when the fund became
    available under the contract, when funds were first received in this option
    or when the applicable daily asset charge was first utilized.


                                                                              79
<PAGE>

                        Condensed Financial Information
- --------------------------------------------------------------------------------
                                   TABLE VI

          FOR CONTRACTS ISSUED UNDER 403(b), 401(a) AND 401(k) PLANS
                 WITH TOTAL SEPARATE ACCOUNT CHARGES OF 1.20%
   AND THOSE ISSUED SINCE 1996 WITH TOTAL SEPARATE ACCOUNT CHARGES OF 1.25%
   (Selected data for accumulation units outstanding throughout each period)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The condensed financial information presented below for each of the periods in
the two-year period ended December 31, 1998 (as applicable), is derived from the
financial statements of the separate account, which have been audited by
________________, independent auditors. The financial statements and the
independent auditors' report thereon for the year ended December 31, 1998 are
included in the Statement of Additional Information.



<TABLE>
<CAPTION>
                                                                   Issued Since 1996 with 1.25%
                                                                              Total
                                        1.20% Total Charges                  Charges
                                   -----------------------------   ----------------------------
                                      1998            1997            1998            1997
                                   ----------   ----------------   ----------   ---------------
<S>                                <C>              <C>            <C>             <C>
AETNA ASCENT VP
Value at beginning of period       $                               $13.557         $ 12.564
Value at end of period                                                             $ 13.557
Increase (decrease) in value of
 accumulation unit(1)                                                                  7.91%(2)
Number of accumulation units
 outstanding at end of period                                                           253
AETNA BALANCED VP, INC.
Value at beginning of period                                       $13.161         $ 11.921
Value at end of period                                                             $ 13.161
Increase (decrease) in value of
 accumulation unit(1)                                                                 10.40%(2)
Number of accumulation units
 outstanding at end of period                                                           133
AETNA BOND VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA CROSSROADS VP
Value at beginning of period                                       $12.917         $ 12.024
Value at end of period                                                             $ 12.917
Increase (decrease) in value of
 accumulation unit(1)                                                                  7.42%(2)
Number of accumulation units
 outstanding at end of period                                                            93
AETNA GROWTH VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA GROWTH AND INCOME VP
Value at beginning of period       $14.696          $13.746        $14.684         $ 12.851
Value at end of period                              $14.696                        $ 14.684
Increase (decrease) in value of
 accumulation unit(1)                                  6.91%(3)                       14.26%(4)
Number of accumulation units
 outstanding at end of period                            25                           1,646
AETNA HIGH YIELD VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INDEX PLUS LARGE CAP VP
Value at beginning of period       $14.453          $13.642        $14.444         $ 14.070
Value at end of period                              $14.453                        $ 14.444
Increase (decrease) in value of
 accumulation unit(1)                                  5.95%(2)                        2.66%(5)
Number of accumulation units
 outstanding at end of period                            24                              10
</TABLE>



80
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                         Issued Since 1996 with 1.25%
                                      1.20% Total                    Total
                                        Charges                     Charges
                                   ------------------   -------------------------------
                                      1998      1997       1998             1997
                                   ---------   ------   ----------   ------------------
<S>                                <C>         <C>      <C>             <C>
AETNA INDEX PLUS MID
CAP VP
Value at beginning of period       $                    $
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INDEX PLUS SMALL CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INTERNATIONAL VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA LEGACY VP
Value at beginning of period                            $12.308         $  12.362
Value at end of period                                                  $  12.308
Increase (decrease) in value of
 accumulation unit(1)                                                       (0.44)%(6)
Number of accumulation units
 outstanding at end of period                                                   2
AETNA MONEY MARKET VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA REAL ESTATE SECURITIES VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA SMALL COMPANY VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA VALUE OPPORTUNITY VP
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
CALVERT SOCIAL BALANCED
PORTFOLIO
Value at beginning of period                            $12.930         $  12.790
Value at end of period                                                  $  12.930
Increase (decrease) in value of
 accumulation unit(1)                                                        1.09%(7)
Number of accumulation units
 outstanding at end of period                                                   6
FIDELITY VIP EQUITY-INCOME
PORTFOLIO
Value at beginning of period                            $13.661         $  13.299
Value at end of period                                                  $  13.661
Increase (decrease) in value of
 accumulation unit(1)                                                        2.73%(7)
Number of accumulation units
 outstanding at end of period                                                   6
</TABLE>



                                                                              81
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                      Issued Since 1996 with 1.25%
                                                                                  Total
                                         1.20% Total Charges                     Charges
                                   -------------------------------   -------------------------------
                                      1998             1997             1998             1997
                                   ----------   ------------------   ----------   ------------------
<S>                                <C>             <C>               <C>             <C>
FIDELITY VIP GROWTH PORTFOLIO
Value at beginning of period       $                                 $12.612         $  11.704
Value at end of period                                                               $  12.612
Increase (decrease) in value of
 accumulation unit(1)                                                                     7.76%(2)
Number of accumulation units
 outstanding at end of period                                                              214
FIDELITY VIP OVERSEAS PORTFOLIO
Value at beginning of period                                         $11.726         $  12.512
Value at end of period                                                               $  11.726
Increase (decrease) in value of
 accumulation unit(1)                                                                    (6.28)%(5)
Number of accumulation units
 outstanding at end of period                                                               22
FIDELITY VIP II CONTRAFUND
PORTFOLIO
Value at beginning of period       $13.768         $  12.889         $13.757         $  11.902
Value at end of period                             $  13.768                         $  13.757
Increase (decrease) in value of
 accumulation unit(1)                                   6.82%(2)                         15.59%(4)
Number of accumulation units
 outstanding at end of period                             27                               390
JANUS ASPEN AGGRESSIVE GROWTH
PORTFOLIO
Value at beginning of period                                         $10.561         $   9.646
Value at end of period                                                               $  10.561
Increase (decrease) in value of
 accumulation unit(1)                                                                     9.48%(2)
Number of accumulation units
 outstanding at end of period                                                              262
JANUS ASPEN BALANCED
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
JANUS ASPEN FLEXIBLE INCOME 
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
JANUS ASPEN GROWTH PORTFOLIO
Value at beginning of period                                         $13.177         $  13.270
Value at end of period                                                               $  13.177
Increase (decrease) in value of
 accumulation unit(1)                                                                    (0.70)%(5)
Number of accumulation units
 outstanding at end of period                                                               32
JANUS ASPEN WORLDWIDE GROWTH
PORTFOLIO
Value at beginning of period       $13.701         $  13.856         $13.690         $  13.125
Value at end of period                             $  13.701                         $  13.690
Increase (decrease) in value of
 accumulation unit(1)                                  (1.12)%(2)                         4.30%(2)
Number of accumulation units
 outstanding at end of period                             27                               273
LEXINGTON NATURAL
RESOURCES TRUST
Value at beginning of period                                         $12.022         $  11.717
Value at end of period                                                               $  12.022
Increase (decrease) in value of
 accumulation unit(1)                                                                     2.60%(2)
Number of accumulation units
 outstanding at end of period                                                               35
</TABLE>



82
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                         Issued Since 1996 with 1.25%
                                      1.20% Total                   Total
                                        Charges                    Charges
                                   ------------------   ------------------------------
                                      1998      1997       1998            1997
                                   ---------   ------   ---------   ------------------
<S>                                <C>         <C>       <C>           <C>
OPPENHEIMER STRATEGIC
BOND FUND
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
PORTFOLIO PARTNERS MFS
EMERGING EQUITIES PORTFOLIO
Value at beginning of period                             $ 9.891       $  10.015
Value at end of period                                                 $   9.891
Increase (decrease) in value of
 accumulation unit(1)                                                      (1.24)%(7)
Number of accumulation units
 outstanding at end of period                                                 99
PORTFOLIO PARTNERS MFS
RESEARCH GROWTH PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
PORTFOLIO PARTNERS MFS VALUE
EQUITY PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
PORTFOLIO PARTNERS SCUDDER
INTERNATIONAL GROWTH
PORTFOLIO
Value at beginning of period                             $11.465       $  11.323
Value at end of period                                                 $  11.465
Increase (decrease) in value of
 accumulation unit(1)                                                       1.25%(7)
Number of accumulation units
 outstanding at end of period                                                189
PORTFOLIO PARTNERS T. ROWE
PRICE GROWTH EQUITY
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
</TABLE>

- -----------------
(1) The above figures are calculated by subtracting the beginning accumulation
    unit value from the ending accumulation unit value, and dividing the result
    by the beginning accumulation unit value.
(2) Reflects less than a full year of performance activity. Funds were first
    received in this option during June 1997.
(3) Reflects less than a full year of performance activity. Funds were first
    received in this option during July 1997.
(4) Reflects less than a full year of performance activity. Funds were first
    received in this option during May 1997.
(5) Reflects less than a full year of performance activity. Funds were first
    received in this option during September 1997.
(6) Reflects less than a full year of performance activity. Funds were first
    received in this option during October 1997.
(7) Reflects less than a full year of performance activity. Funds were first
    received in this option during November 1997.

                                                                              83
<PAGE>

                        Condensed Financial Information
- --------------------------------------------------------------------------------
                                   TABLE VII

      FOR CONTRACTS ISSUED UNDER 403(b), 401(a) AND 401(k) PLANS SINCE 1996
            WITH TOTAL SEPARATE ACCOUNT CHARGES OF 1.30% AND 1.40%
   (Selected data for accumulation units outstanding throughout each period)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The condensed financial information presented below for each of the periods
ended December 31, 1998 and 1997 (as applicable), is derived from the financial
statements of the separate account, which have been audited by
__________________, independent auditors. The financial statements and the
independent auditors' report thereon for the year ended December 31, 1998 are
included in the Statement of Additional Information.



<TABLE>
<CAPTION>
                                                              1.30% Total Charges         1.40% Total Charges
                                                         -----------------------------   --------------------
                                                            1998            1997                 1998
                                                         ----------   ----------------   --------------------
<S>                                                      <C>             <C>                    <C>
AETNA ASCENT VP
Value at beginning of period                             $13.546         $ 11.759               $
Value at end of period                                                   $ 13.546
Increase (decrease) in value of accumulation unit(1)                        15.20%(2)
Number of accumulation units outstanding at end
 of period                                                                    855
AETNA BALANCED VP, INC.
Value at beginning of period                             $13.150         $ 11.717
Value at end of period                                                   $ 13.150
Increase (decrease) in value of accumulation unit(1)                        12.23%(3)
Number of accumulation units outstanding at end
 of period                                                                    459
AETNA BOND VP
Value at beginning of period                             $11.203         $ 10.974
Value at end of period                                                   $ 11.203
Increase (decrease) in value of accumulation unit(1)                         2.09%(2)
Number of accumulation units outstanding at end
 of period                                                                    279
AETNA CROSSROADS VP
Value at beginning of period                             $12.906         $ 11.380
Value at end of period                                                   $ 12.906
Increase (decrease) in value of accumulation unit(1)                        13.41%(2)
Number of accumulation units outstanding at end
 of period                                                                    641
AETNA GROWTH VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA GROWTH AND INCOME VP
Value at beginning of period                             $14.672         $ 12.519
Value at end of period                                                   $ 14.672
Increase (decrease) in value of accumulation unit(1)                        17.20%(2)
Number of accumulation units outstanding at end
 of period                                                                  3,082
AETNA INDEX PLUS LARGE CAP VP
Value at beginning of period                             $14.435         $ 11.470
Value at end of period                                                   $ 14.435
Increase (decrease) in value of accumulation unit(1)                        25.85%(4)
Number of accumulation units outstanding at end
 of period                                                                  8,665
AETNA INDEX PLUS MID CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA INDEX PLUS SMALL CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA LEGACY VP
Value at beginning of period                             $12.298         $ 11.401
Value at end of period                                                   $ 12.298
Increase (decrease) in value of accumulation unit(1)                         7.86%(3)
Number of accumulation units outstanding at end
 of period                                                                     74
</TABLE>



84
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                               1.30% Total Charges          1.40% Total Charges
                                                         -------------------------------   --------------------
                                                            1998             1997                  1998
                                                         ----------   ------------------   --------------------
<S>                                                      <C>             <C>               <C>
AETNA MONEY MARKET VP
Value at beginning of period                             $10.676         $  10.358         $
Value at end of period                                                   $  10.676
Increase (decrease) in value of accumulation unit(1)                          3.07%(4)
Number of accumulation units outstanding at end
 of period                                                                   8,302
AETNA SMALL COMPANY VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA VALUE OPPORTUNITY VP
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
CALVERT SOCIAL BALANCED PORTFOLIO
Value at beginning of period                             $12.919         $  11.742
Value at end of period                                                   $  12.919
Increase (decrease) in value of accumulation unit(1)                         10.02%(3)
Number of accumulation units outstanding at end
 of period                                                                      44
FIDELITY VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period                             $13.650         $  10.942
Value at end of period                                                   $  13.650
Increase (decrease) in value of accumulation unit(1)                         24.75%(4)
Number of accumulation units outstanding at end
 of period                                                                   7,817
FIDELITY VIP GROWTH PORTFOLIO
Value at beginning of period                             $12.601         $  10.724
Value at end of period                                                   $  12.601
Increase (decrease) in value of accumulation unit(1)                         17.51%(2)
Number of accumulation units outstanding at end
 of period                                                                   2,031
FIDELITY VIP OVERSEAS PORTFOLIO
Value at beginning of period                             $11.716         $  11.785
Value at end of period                                                   $  11.716
Increase (decrease) in value of accumulation unit(1)                         (0.58)%(2)
Number of accumulation units outstanding at end
 of period                                                                     348
FIDELITY VIP II CONTRAFUND PORTFOLIO
Value at beginning of period                             $13.746         $  11.031
Value at end of period                                                   $  13.746
Increase (decrease) in value of accumulation unit(1)                         24.61%(4)
Number of accumulation units outstanding at end
 of period                                                                   7,728
JANUS ASPEN AGGRESSIVE GROWTH
PORTFOLIO
Value at beginning of period                             $10.552         $   8.944
Value at end of period                                                   $  10.552
Increase (decrease) in value of accumulation unit(1)                         17.98%(2)
Number of accumulation units outstanding at end
 of period                                                                   2,527
JANUS ASPEN BALANCED PORTFOLIO
Value at beginning of period                             $13.354         $  12.113
Value at end of period                                                   $  13.354
Increase (decrease) in value of accumulation unit(1)                         10.24%(3)
Number of accumulation units outstanding at end
 of period                                                                     369
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
JANUS ASPEN GROWTH PORTFOLIO
Value at beginning of period                             $13.166         $  10.962
Value at end of period                                                   $  13.166
Increase (decrease) in value of accumulation unit(1)                         20.11%(4)
Number of accumulation units outstanding at end
 of period                                                                     637
</TABLE>



                                                                              85
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                               1.30% Total Charges          1.40% Total Charges
                                                         -------------------------------   --------------------
                                                            1998             1997                  1998
                                                         ----------   ------------------   --------------------
<S>                                                       <C>            <C>                      <C>
JANUS ASPEN WORLDWIDE GROWTH
PORTFOLIO
Value at beginning of period                              $13.679        $  11.961                $
Value at end of period                                                   $  13.679
Increase (decrease) in value of accumulation unit(1)                         14.36%(4)
Number of accumulation units outstanding at end
 of period                                                                   2,018
LEXINGTON NATURAL RESOURCES TRUST
Value at beginning of period                              $12.012        $  10.678
Value at end of period                                                   $  12.012
Increase (decrease) in value of accumulation unit(1)                         12.49%(4)
Number of accumulation units outstanding at end
 of period                                                                       5
OPPENHEIMER GLOBAL SECURITIES FUND
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
PORTFOLIO PARTNERS MFS EMERGING
EQUITIES PORTFOLIO
Value at beginning of period                              $ 9.883        $  10.007
Value at end of period                                                   $   9.883
Increase (decrease) in value of accumulation unit(1)                         (1.25)%(5)
Number of accumulation units outstanding at end
 of period                                                                   3,595
PORTFOLIO PARTNERS MFS RESEARCH
GROWTH PORTFOLIO
Value at beginning of period                              $ 8.677        $   8.848
Value at end of period                                                   $   8.677
Increase (decrease) in value of accumulation unit(1)                         (1.94)%(5)
Number of accumulation units outstanding at end
 of period                                                                   1,788
PORTFOLIO PARTNERS MFS VALUE EQUITY
PORTFOLIO
Value at beginning of period                              $12.406        $  12.230
Value at end of period                                                   $  12.406
Increase (decrease) in value of accumulation unit(1)                          1.44%(5)
Number of accumulation units outstanding at end
 of period                                                                     237
PORTFOLIO PARTNERS SCUDDER
INTERNATIONAL GROWTH PORTFOLIO
Value at beginning of period                              $11.456        $  11.314
Value at end of period                                                   $  11.456
Increase (decrease) in value of accumulation unit(1)                          1.25%(5)
Number of accumulation units outstanding at end
 of period                                                                     200
PORTFOLIO PARTNERS T. ROWE PRICE
GROWTH PORTFOLIO
Value at beginning of period                              $13.256        $  12.991
Value at end of period                                                   $  13.256
Increase (decrease) in value of accumulation unit(1)                          2.04%(5)
Number of accumulation units outstanding at end
 of period                                                                   1,649
</TABLE>

- -----------------
(1) The above figures are calculated by subtracting the beginning accumulation
    unit value from the ending accumulation unit value, and dividing the result
    by the beginning accumulation unit value.
(2) Reflects less than a full year of performance activity. Funds were first
    received in this option during May 1997.
(3) Reflects less than a full year of performance activity. Funds were first
    received in this option during June 1997.
(4) Reflects less than a full year of performance activity. Funds were first
    received in this option during April 1997.
(5) Reflects less than a full year of performance activity. Funds were first
    received in this option during November 1997.

86
<PAGE>

                        Condensed Financial Information
- --------------------------------------------------------------------------------
                                  TABLE VIII

     FOR CONTRACTS ISSUED UNDER 403(b), 401(a) AND 401(k) PLANS SINCE 1996
                 WITH TOTAL SEPARATE ACCOUNT CHARGES OF 1.50%
   (Selected data for accumulation units outstanding throughout each period)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The condensed financial information presented below for each of the periods in
the three-year period ended December 31, 1998 (as applicable), is derived from
the financial statements of the separate account, which have been audited by
________________, independent auditors. The financial statements and the
independent auditors' report thereon for the year ended December 31, 1998 are
included in the Statement of Additional Information.



<TABLE>
<CAPTION>
                                                            1998            1997               1996
                                                         ----------   ----------------   ----------------
<S>                                                      <C>             <C>                <C>
AETNA ASCENT VP
Value at beginning of period                             $13.502         $ 11.422
Value at end of period                                                   $ 13.502
Increase (decrease) in value of accumulation unit(1)                        18.20%(2)
Number of accumulation units outstanding at end
 of period                                                                  9,985
AETNA BALANCED VP, INC.
Value at beginning of period                             $13.107         $ 11.009
Value at end of period                                                   $ 13.107
Increase (decrease) in value of accumulation unit(1)                        19.05%(2)
Number of accumulation units outstanding at end
 of period                                                                  7,997
AETNA BOND VP
Value at beginning of period                             $11.166         $ 10.442
Value at end of period                                                   $ 11.166
Increase (decrease) in value of accumulation unit(1)                         6.94%(2)
Number of accumulation units outstanding at end
 of period                                                                  2,940
AETNA CROSSROADS VP
Value at beginning of period                             $12.864         $ 11.093
Value at end of period                                                   $ 12.864
Increase (decrease) in value of accumulation unit(1)                        15.96%(2)
Number of accumulation units outstanding at end
 of period                                                                 30,806
AETNA GROWTH VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA GROWTH AND INCOME VP
Value at beginning of period                             $14.624         $ 11.429           $ 10.000(3)
Value at end of period                                                   $ 14.624           $ 11.429
Increase (decrease) in value of accumulation unit(1)                        27.96%             14.29%(3)
Number of accumulation units outstanding at end
 of period                                                                 40,309                  5
AETNA INDEX PLUS LARGE CAP VP
Value at beginning of period                             $14.397         $ 11.374
Value at end of period                                                   $ 14.397
Increase (decrease) in value of accumulation unit(1)                        26.58%(2)
Number of accumulation units outstanding at end
 of period                                                                  3,156
AETNA INDEX PLUS MID CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA INDEX PLUS SMALL CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end
 of period
AETNA LEGACY VP
Value at beginning of period                             $12.257         $ 10.835
Value at end of period                                                   $ 12.257
Increase (decrease) in value of accumulation unit(1)                        13.13%(4)
Number of accumulation units outstanding at end
 of period                                                                 14,983
</TABLE>


                                                                              87
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                            1998             1997                 1996
                                                         ----------   ------------------   ------------------
<S>                                                      <C>             <C>                  <C>
AETNA MONEY MARKET VP
Value at beginning of period                             $10.641         $  10.249
Value at end of period                                                   $  10.641
Increase (decrease) in value of accumulation unit(1)                          3.82%(2)
Number of accumulation units outstanding at end
 of period                                                                  13,868
AETNA SMALL COMPANY VP
Value at beginning of period                             $13.629         $  13.952
Value at end of period                                                   $ 13.629
Increase (decrease) in value of accumulation unit(1)                         (2.31)%(5)
Number of accumulation units outstanding at end
 of period                                                                      47
AETNA VALUE OPPORTUNITY VP
Value at beginning of period                             $13.237         $  12.103
Value at end of period                                                   $  13.237
Increase (decrease) in value of accumulation unit(1)                          9.37%(6)
Number of accumulation units outstanding at end
 of period                                                                     795
CALVERT SOCIAL BALANCED PORTFOLIO
Value at beginning of period                             $12.877         $  10.955
Value at end of period                                                   $  12.877
Increase (decrease) in value of accumulation unit(1)                         17.54%(2)
Number of accumulation units outstanding at end
 of period                                                                   1,007
FIDELITY VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period                             $13.606         $  10.905
Value at end of period                                                   $  13.606
Increase (decrease) in value of accumulation unit(1)                         24.77%(2)
Number of accumulation units outstanding at end
 of period                                                                   9,207
FIDELITY VIP GROWTH PORTFOLIO
Value at beginning of period                             $12.560         $  10.537
Value at end of period                                                   $  12.560
Increase (decrease) in value of accumulation unit(1)                         19.20%(2)
Number of accumulation units outstanding at end
 of period                                                                   2,793
FIDELITY VIP OVERSEAS PORTFOLIO
Value at beginning of period                             $11.678         $  10.566
Value at end of period                                                   $  11.678
Increase (decrease) in value of accumulation unit(1)                         10.52%(2)
Number of accumulation units outstanding at end
 of period                                                                     107
FIDELITY VIP II CONTRAFUND PORTFOLIO
Value at beginning of period                             $13.701         $  11.436
Value at end of period                                                   $  13.701
Increase (decrease) in value of accumulation unit(1)                         19.81%(2)
Number of accumulation units outstanding at end
 of period                                                                   8,704
JANUS ASPEN AGGRESSIVE GROWTH
PORTFOLIO
Value at beginning of period                             $10.518         $   9.477            $  10.000(3)
Value at end of period                                                   $  10.518            $   9.477
Increase (decrease) in value of accumulation unit(1)                         10.99%               (5.23)%(3)
Number of accumulation units outstanding at end
 of period                                                                  12,648                    9
JANUS ASPEN BALANCED PORTFOLIO
Value at beginning of period                             $13.310         $  11.136
Value at end of period                                                   $  13.310
Increase (decrease) in value of accumulation unit(1)                         19.52%(2)
Number of accumulation units outstanding at end
 of period                                                                   2,801
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period                             $11.960         $  10.955
Value at end of period                                                   $  11.960
Increase (decrease) in value of accumulation unit(1)                          9.18%(4)
Number of accumulation units outstanding at end
 of period                                                                     118
JANUS ASPEN GROWTH PORTFOLIO
Value at beginning of period                             $13.123         $  11.002
Value at end of period                                                   $  13.123
Increase (decrease) in value of accumulation unit(1)                         19.27%(2)
Number of accumulation units outstanding at end
 of period                                                                   5,724
</TABLE>


88
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                            1998             1997           1996
                                                         ----------   ------------------   -----
<S>                                                       <C>            <C>                 <C>
JANUS ASPEN WORLDWIDE GROWTH
PORTFOLIO
Value at beginning of period                              $13.634        $  11.483
Value at end of period                                                   $  13.634
Increase (decrease) in value of accumulation unit(1)                         18.73%(2)
Number of accumulation units outstanding at end
 of period                                                                  16,828
LEXINGTON NATURAL RESOURCES TRUST
Value at beginning of period                              $11.973        $  11.712
Value at end of period                                                   $  11.973
Increase (decrease) in value of accumulation unit(1)                          2.23%(2)
Number of accumulation units outstanding at end
 of period                                                                     627
OPPENHEIMER GLOBAL SECURITIES FUND
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
OPPENHEIMER STRATEGIC BOND FUND
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
PORTFOLIO PARTNERS MFS EMERGING
EQUITIES PORTFOLIO
Value at beginning of period                              $ 9.850        $   9.976
Value at end of period                                                   $   9.850
Increase (decrease) in value of accumulation unit(1)                         (1.26)%(7)
Number of accumulation units outstanding at end
 of period                                                                   2,413
PORTFOLIO PARTNERS MFS RESEARCH
GROWTH PORTFOLIO
Value at beginning of period                              $ 8.649        $   8.821
Value at end of period                                                   $   8.649
Increase (decrease) in value of accumulation unit(1)                         (1.95)%(7)
Number of accumulation units outstanding at end
 of period                                                                     442
PORTFOLIO PARTNERS MFS VALUE EQUITY
PORTFOLIO
Value at beginning of period                              $12.365        $  12.192
Value at end of period                                                   $  12.365
Increase (decrease) in value of accumulation unit(1)                          1.42%(7)
Number of accumulation units outstanding at end
 of period                                                                      80
PORTFOLIO PARTNERS SCUDDER
INTERNATIONAL GROWTH PORTFOLIO
Value at beginning of period                              $11.418        $  11.279
Value at end of period                                                   $  11.418
Increase (decrease) in value of accumulation unit(1)                          1.23%(7)
Number of accumulation units outstanding at end
 of period                                                                   2,665
PORTFOLIO PARTNERS T. ROWE PRICE
GROWTH PORTFOLIO
Value at beginning of period                              $13.212        $  12.951
Value at end of period                                                   $  13.212
Increase (decrease) in value of accumulation unit(1)                          2.02%(7)
Number of accumulation units outstanding at end
 of period                                                                   3,802
</TABLE>

- -----------------
(1) The above figures are calculated by subtracting the beginning accumulation
    unit value from the ending accumulation unit value, and dividing the result
    by the beginning accumulation unit value.
(2) Reflects less than a full year of performance activity. Funds were first
    received in this option during January 1997.
(3) Reflects less than a full year of performance activity. The initial
    accumulation unit value was established during May 1996 when the fund became
    available under the contract, when funds were first received in this option
    or when the applicable daily asset charge was first utilized.
(4) Reflects less than a full year of performance activity. Funds were first
    received in this option during April 1997.
(5) Reflects less than a full year of performance activity. Funds were first
    received in this option during September 1997.
(6) Reflects less than a full year of performance activity. Funds were first
    received in this option during July 1997.
(7) Reflects less than a full year of performance activity. Funds were first
    received in this option during November 1997.

                                                                              89
<PAGE>

                        Condensed Financial Information
- --------------------------------------------------------------------------------
                                   TABLE IX

    FOR CONTRACTS ISSUED UNDER 403(b) PLANS AND DEFERRED COMPENSATION PLANS
                 WITH TOTAL SEPARATE ACCOUNT CHARGES OF 1.25%
   (Selected data for accumulation units outstanding throughout each period)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The condensed financial information presented below for each of the periods in
the ten-year period ended December 31, 1998 (as applicable), is derived from the
financial statements of the separate account, which have been audited by
______________, independent auditors. The financial statements and the
independent auditors' report thereon for the year ended December 31, 1998 are
included in the Statement of Additional Information.



<TABLE>
<CAPTION>
                                    1998            1997                1996               1995
                                 ---------- -------------------- ----------------- -------------------
<S>                              <C>            <C>                <C>                <C>
AETNA ASCENT VP
Value at beginning of period     $15.422        $    13.025        $     10.673       $     10.000(2)
Value at end of period                          $    15.422        $     13.025       $     10.673
Increase (decrease) in value of
 accumulation unit(1)                                 18.40%              22.04%              6.73%
Number of accumulation units
 outstanding at end of period                     3,543,367           1,314,997            393,053
AETNA BALANCED VP
Value at beginning of period     $18.811        $    15.551        $     13.673       $     10.868
Value at end of period                          $    18.811        $     15.551       $     13.673
Increase (decrease) in value of
 accumulation unit(1)                                 20.96%              13.73%             25.81%
Number of accumulation units
 outstanding at end of period                    34,194,804          36,147,028         38,152,395
AETNA BOND VP
Value at beginning of period     $13.238        $    12.377        $     12.098       $     10.360
Value at end of period                          $    13.238        $     12.377       $     12.098
Increase (decrease) in value of
 accumulation unit(1)                                  6.96%               2.30%             16.78%
Number of accumulation units
 outstanding at end of period                    18,047,780          20,036,622         21,379,976
AETNA CROSSROADS VP
Value at beginning of period     $14.456        $    12.450        $     10.612       $     10.000(2)
Value at end of period                          $    14.456        $     12.450       $     10.612
Increase (decrease) in value of
 accumulation unit(1)                                 16.11%              17.32%              6.12%
Number of accumulation units
 outstanding at end of period                     2,469,082             918,336            294,673
AETNA GROWTH VP
Value at beginning of period     $13.173        $    11.635
Value at end of period                          $    13.173
Increase (decrease) in value of
 accumulation unit(1)                                 13.22%(6)
Number of accumulation units
 outstanding at end of period                        41,928
AETNA GROWTH AND
INCOME VP
Value at beginning of period     $22.194        $    17.302        $     14.077       $     10.778
Value at end of period                          $    22.194        $     17.302       $     14.077
Increase (decrease) in value of
 accumulation unit(1)                                 28.28%              22.91%             30.61%
Number of accumulation units
 outstanding at end of period                   177,627,474         185,328,132        188,964,022
AETNA HIGH YIELD VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INDEX PLUS LARGE
CAP VP
Value at beginning of period     $14.444        $    10.924        $     10.000(8)
Value at end of period                          $    14.444        $     10.924
Increase (decrease) in value of
 accumulation unit(1)                                 32.23%               9.24%
Number of accumulation units
 outstanding at end of period                     4,796,644             879,588



<CAPTION>
                                        1994            1993            1992            1991           1990            1989
                                 ----------------- -------------- ---------------- -------------- -------------- ----------------
<S>                                <C>              <C>             <C>             <C>            <C>            <C>
AETNA ASCENT VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA BALANCED VP
Value at beginning of period       $     11.057     $     10.189     $  12.736      $     10.896   $     10.437    $   10.000(4)
Value at end of period             $     10.868     $     11.057     $  10.189(3)   $     12.736   $     10.896    $   10.437
Increase (decrease) in value of
 accumulation unit(1)                     (1.71)%           8.52%             (3)          16.89%          4.40%         4.37%
Number of accumulation units
 outstanding at end of period        23,139,604       11,368,365        11,508        22,898,099     17,078,985     9,535,986
AETNA BOND VP
Value at beginning of period       $     10.905     $     10.068     $  36.789      $     31.192   $     28.943    $   25.574
Value at end of period             $     10.360     $     10.905     $  10.068(5)   $     36.789   $     31.192    $   28.943
Increase (decrease) in value of
 accumulation unit(1)                     (5.00)%           8.31%             (5)          17.94%          7.77%        13.17%
Number of accumulation units
 outstanding at end of period        11,713,354        4,084,142         3,870         7,844,412      6,984,793     6,202,834
AETNA CROSSROADS VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA GROWTH VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA GROWTH AND
INCOME VP
Value at beginning of period       $     11.020     $     10.454     $  97.165      $     77.845   $     76.311    $   59.871
Value at end of period             $     10.778     $     11.020     $  10.454(7)   $     97.165   $     77.845    $   76.311
Increase (decrease) in value of
 accumulation unit(1)                     (2.20)%           5.41%             (7)          24.82%          2.01%        27.46%
Number of accumulation units
 outstanding at end of period       114,733,035       44,166,470        21,250        20,948,226     18,362,906    17,142,820
AETNA HIGH YIELD VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INDEX PLUS LARGE
CAP VP
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>


90
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                    1998           1997             1996              1995
                                 ---------- ------------------ -------------- -------------------
<S>                              <C>           <C>              <C>               <C>
AETNA INDEX PLUS MID
CAP VP
Value at beginning of period     $
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INDEX PLUS SMALL
CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INTERNATIONAL VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA LEGACY VP
Value at beginning of period     $13.491       $   11.930       $     10.580      $   10.000(2)
Value at end of period                         $   13.491       $     11.930      $   10.580
Increase (decrease) in value of
 accumulation unit(1)                               13.08%             12.76%           5.80%
Number of accumulation units
 outstanding at end of period                   1,624,842            513,590         143,637
AETNA MONEY MARKET VP
Value at beginning of period     $11.951       $   11.473       $     11.026      $   10.528
Value at end of period                         $   11.951       $     11.473      $   11.026
Increase (decrease) in value of
 accumulation unit(1)                                4.16%              4.05%           4.73%
Number of accumulation units
 outstanding at end of period                  12,191,085         13,898,826      12,999,680
AETNA REAL ESTATE
SECURITIES VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA SMALL
COMPANY VP
Value at beginning of period     $13.654       $   12.299
Value at end of period                         $   13.654
Increase (decrease) in value of
 accumulation unit(1)                               11.02%(10)
Number of accumulation units
 outstanding at end of period                     253,548
AETNA VALUE
OPPORTUNITY VP
Value at beginning of period     $13.261       $   12.913
Value at end of period                         $   13.261
Increase (decrease) in value of
 accumulation unit(1)                                2.69%(11)
Number of accumulation units
 outstanding at end of period                     100,928
CALVERT SOCIAL
BALANCED PORTFOLIO
Value at beginning of period     $17.840       $   15.044       $     13.527      $   10.554
Value at end of period                         $   17.840       $     15.044      $   13.527
Increase (decrease) in value of
 accumulation unit(1)                               18.59%             11.22%          28.17%
Number of accumulation units
 outstanding at end of period                   1,499,989          1,313,324         966,098
FIDELITY VIP EQUITY-
INCOME PORTFOLIO
Value at beginning of period     $15.837       $   12.518       $     11.092      $   10.000(2)
Value at end of period                         $   15.837       $     12.518      $   11.092
Increase (decrease) in value of
 accumulation unit(1)                               26.52%             12.86%          10.92%
Number of accumulation units
 outstanding at end of period                   7,111,490          5,007,706       1,660,304



<CAPTION>
                                      1994           1993            1992             1991          1990           1989
                                 -------------- ------------- ------------------ ------------- -------------- -------------
<S>                                <C>           <C>              <C>             <C>           <C>            <C>
AETNA INDEX PLUS MID
CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INDEX PLUS SMALL
CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INTERNATIONAL VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA LEGACY VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA MONEY MARKET VP
Value at beginning of period       $   10.241    $    10.048      $  33.812       $    32.138   $     30.012   $    27.783
Value at end of period             $   10.528    $    10.241      $  10.048(9)    $    33.812   $     32.138   $    30.012
Increase (decrease) in value of
 accumulation unit(1)                    2.80%          1.92%              (9)           5.21%          7.08%         8.02%
Number of accumulation units
 outstanding at end of period       7,673,528      2,766,044            825         8,430,082     10,220,110     8,286,033
AETNA REAL ESTATE
SECURITIES VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA SMALL
COMPANY VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA VALUE
OPPORTUNITY VP
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
CALVERT SOCIAL
BALANCED PORTFOLIO
Value at beginning of period       $   11.036    $    10.278      $  10.000(12)
Value at end of period             $   10.554    $    11.036      $  10.278
Increase (decrease) in value of
 accumulation unit(1)                   (4.37)%         7.37%          2.78%
Number of accumulation units
 outstanding at end of period         521,141        144,168          2,556
FIDELITY VIP EQUITY-
INCOME PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
</TABLE>


                                                                              91
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                    1998         1997           1996            1995
                                 ---------- -------------- ------------- -----------------
<S>                              <C>         <C>            <C>             <C>
FIDELITY VIP GROWTH
PORTFOLIO
Value at beginning of period     $13.904     $     11.402   $    10.066     $  10.000(2)
Value at end of period                       $     13.904   $    11.402     $  10.066
Increase (decrease) in value of
 accumulation unit(1)                               21.95%        13.27%         0.66%
Number of accumulation units
 outstanding at end of period                   6,586,698     5,171,098     1,833,794
FIDELITY VIP OVERSEAS
PORTFOLIO
Value at beginning of period     $12.269     $     11.137   $     9.961     $  10.000(2)
Value at end of period                       $     12.269   $    11.137     $   9.961
Increase (decrease) in value of
 accumulation unit(1)                               10.17%        11.80%        (0.39)%
Number of accumulation units
 outstanding at end of period                     718,565       487,709       196,090
FIDELITY VIP II
CONTRAFUND PORTFOLIO
Value at beginning of period     $15.270     $     12.455   $    10.397     $  10.000(2)
Value at end of period                       $     15.270   $    12.455     $  10.397
Increase (decrease) in value of
 accumulation unit(1)                               22.60%        19.79%         3.97%
Number of accumulation units
 outstanding at end of period                  11,399,666     6,812,870     2,116,732
JANUS ASPEN AGGRESSIVE
GROWTH PORTFOLIO
Value at beginning of period     $15.801     $     14.202   $    13.322     $  10.581
Value at end of period                       $     15.801   $    14.202     $  13.322
Increase (decrease) in value of
 accumulation unit(1)                               11.26%         6.60%        25.91%
Number of accumulation units
 outstanding at end of period                   9,271,525     8,835,470     4,887,060
JANUS ASPEN BALANCED
PORTFOLIO
Value at beginning of period     $15.012     $     12.449   $    10.850     $  10.000(2)
Value at end of period                       $     15.012   $    12.449     $  10.850
Increase (decrease) in value of
 accumulation unit(1)                               20.58%        14.73%         8.50%
Number of accumulation units
 outstanding at end of period                   1,911,789       996,510        93,304
JANUS ASPEN FLEXIBLE
INCOME PORTFOLIO
Value at beginning of period     $14.373     $     13.022   $    12.077     $   9.873
Value at end of period                       $     14.373   $    13.022     $  12.077
Increase (decrease) in value of
 accumulation unit(1)                               10.37%         7.83%        22.33%
Number of accumulation units
 outstanding at end of period                     934,053       619,287       315,361
JANUS ASPEN GROWTH
PORTFOLIO
Value at beginning of period     $15.414     $     12.716   $    10.870     $  10.000(2)
Value at end of period                       $     15.414   $    12.716     $  10.870
Increase (decrease) in value of
 accumulation unit(1)                               21.22%        16.98%         8.70%
Number of accumulation units
 outstanding at end of period                   3,100,436     2,018,527       259,196
JANUS ASPEN WORLDWIDE
GROWTH PORTFOLIO
Value at beginning of period     $15.720     $     13.860   $    10.877     $  10.000(2)
Value at end of period                       $     16.720   $    13.860     $  10.877
Increase (decrease) in value of
 accumulation unit(1)                               20.64%        27.43%         8.77%
Number of accumulation units
 outstanding at end of period                  17,194,687     8,715,825     1,036,040
LEXINGTON NATURAL
RESOURCES TRUST
Value at beginning of period     $15.541     $     14.686   $    11.720     $  10.154
Value at end of period                       $     15.541   $    14.686     $  11.720
Increase (decrease) in value of
 accumulation unit(1)                                5.82%        25.31%        15.42%
Number of accumulation units
 outstanding at end of period                   1,786,409       966,482       711,892



<CAPTION>
                                        1994            1993            1992         1991   1990   1989
                                 ------------------ ------------ ------------------ ------ ------ -----
<S>                                  <C>                <C>             <C>          <C>    <C>    <C>
FIDELITY VIP GROWTH
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
FIDELITY VIP OVERSEAS
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
FIDELITY VIP II
CONTRAFUND PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
JANUS ASPEN AGGRESSIVE
GROWTH PORTFOLIO
Value at beginning of period         $  10.000(13)
Value at end of period               $  10.581
Increase (decrease) in value of
 accumulation unit(1)                     5.81%
Number of accumulation units
 outstanding at end of period          753,862
JANUS ASPEN BALANCED
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
JANUS ASPEN FLEXIBLE
INCOME PORTFOLIO
Value at beginning of period         $  10.000(13)
Value at end of period               $   9.873
Increase (decrease) in value of
 accumulation unit(1)                    (1.27)%
Number of accumulation units
 outstanding at end of period           28,543
JANUS ASPEN GROWTH
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
JANUS ASPEN WORLDWIDE
GROWTH PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
LEXINGTON NATURAL
RESOURCES TRUST
Value at beginning of period         $  10.877       $   9.832       $  10.000(12)
Value at end of period               $  10.154       $  10.877       $   9.832
Increase (decrease) in value of
 accumulation unit(1)                    (6.65)%         10.63%          (1.68)%
Number of accumulation units
 outstanding at end of period          703,676         135,614             561
</TABLE>



92
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                    1998               1997            1996   1995   1994   1993   1992   1991   1990   1989
                                 ---------- ------------------------- ------ ------ ------ ------ ------ ------ ------ -----
<S>                              <C>               <C>                  <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
OPPENHEIMER GLOBAL
SECURITIES FUND
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
OPPENHEIMER STRATEGIC
BOND FUND
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
PORTFOLIO PARTNERS
MFS EMERGING EQUITIES
PORTFOLIO
Value at beginning of period     $14.927           $  15.114
Value at end of period                             $  14.927
Increase (decrease) in value of
 accumulation unit(1)                                  (1.24)%(14)
Number of accumulation units
 outstanding at end of period                      16,549,322
PORTFOLIO PARTNERS
MFS RESEARCH
PORTFOLIO
Value at beginning of period     $13.795           $  14.067
Value at end of period                             $  13.795
Increase (decrease) in value of
 accumulation unit(1)                                  (1.93)%(14)
Number of accumulation units
 outstanding at end of period                      11,539,850
PORTFOLIO PARTNERS
MFS VALUE EQUITY
PORTFOLIO
Value at beginning of period     $19.291           $  19.016
Value at end of period                             $  19.291
Increase (decrease) in value of
 accumulation unit(1)                                   1.45%(14)
Number of accumulation units
 outstanding at end of period                      2,879,845
PORTFOLIO PARTNERS
SCUDDER INTERNATIONAL
GROWTH PORTFOLIO
Value at beginning of period     $16.986           $  16.776
Value at end of period                             $  16.986
Increase (decrease) in value of
 accumulation unit(1)                                   1.25%(14)
Number of accumulation units
 outstanding at end of period                      6,242,299
PORTFOLIO PARTNERS
T. ROWE PRICE GROWTH
EQUITY PORTFOLIO
Value at beginning of period     $14.400           $  14.112
Value at end of period                             $  14.400
Increase (decrease) in value of
 accumulation unit(1)                                   2.04%(14)
Number of accumulation units
 outstanding at end of period                      8,296,964
</TABLE>

- -----------------
(1) The above figures are calculated by subtracting the beginning accumulation
    unit value from the ending accumulation unit value, and dividing the result
    by the beginning accumulation unit value. These figures do not reflect the
    early withdrawal charges or the fixed dollar annual maintenance fee, if any.
    Inclusion of these charges would reduce the investment results shown.
(2) Reflects less than a full year of performance activity. The initial
    accumulation unit value was established at $10.000 during August 1995, when
    the fund became available under the contract.
(3) The accumulation unit value was converted to $10.000 on August 21, 1992 upon
    the commencement of a new administrative system. Immediately prior to that
    date, the accumulation unit value of the fund was $13.118. On the date of
    conversion, additional units were issued so that account values were not
    changed as a result of the conversion. The percentage change in the
    accumulation unit value from the beginning of the year to the date of
    conversion was 2.99%; the percentage change in the accumulation unit value
    from the date of conversion to the end of the year was 1.89%.


                                                                              93
<PAGE>

 (4) Reflects less than a full year of performance activity. The initial
     accumulation unit value was established at $10.000 on June 23, 1989, the
     date on which the fund commenced operations.
 (5) The accumulation unit value was converted to $10.000 on August 21, 1992
     upon the commencement of a new administrative system. Immediately prior to
     that date, the accumulation unit value of the fund was $38.521. On the date
     of conversion, additional units were issued so that account values were not
     changed as a result of the conversion. The percentage change in the
     accumulation unit value from the beginning of the year to the date of
     conversion was 4.70%; the percentage change in the accumulation unit value
     from the date of conversion to the end of the year was 0.68%.
 (6) Reflects less than a full year of performance activity. Funds were first
     received in this option during June 1997.
 (7) The accumulation unit value was converted to $10.000 on August 21, 1992
     upon the commencement of a new administrative system. Immediately prior to
     that date, the accumulation unit value of the fund was $97.817. On the date
     of conversion, additional units were issued so that account values were not
     changed as a result of the conversion. The percentage change in the
     accumulation unit value from the beginning of the year to the date of
     conversion was 0.67%; the percentage change in the accumulation unit value
     from the date of conversion to the end of the year was 4.54%.
 (8) Reflects less than a full year of performance activity. The initial
     accumulation unit value was established at $10.000 during August 1996, when
     the Portfolio became available under the contract.
 (9) The accumulation unit value was converted to $10.000 on August 21, 1992
     upon the commencement of a new administrative system. Immediately prior to
     that date, the accumulation unit value of the fund was $34.397. On the date
     of conversion, additional units were issued so that account values were not
     changed as a result of the conversion. The percentage change in the
     accumulation unit value from the beginning of the year to the date of
     conversion was 1.73%; the percentage change in the accumulation unit value
     from the date of conversion to the end of the year was 0.48%.
(10) Reflects less than a full year of performance activity. Funds were first
     received in this option during July 1997.
(11) Reflects less than a full year of performance activity. Funds were first
     received in this option during August 1997.
(12) Reflects less than a full year of performance activity. The initial
     accumulation unit value was established at $10.000 on August 21, 1992, the
     date on which the Fund/Portfolio became available under the contract.
(13) Reflects less than a full year of performance activity. The initial
     accumulation unit value was established at $10.000 during October 1994,
     when the funds were first received in this option.
(14) Reflects less than a full year of performance activity. Funds were first
     received in this option during November 1997.

94
<PAGE>

                        Condensed Financial Information
- --------------------------------------------------------------------------------
                                    TABLE X

                    FOR MULTIPLE OPTION CONTRACTS ISSUED TO
                    SAN BERNARDINO COUNTY AND MACOMB COUNTY
                  WITH TOTAL SEPARATE ACCOUNT CHARGES OF 1.25%
   (Selected data for accumulation units outstanding throughout each period)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The condensed financial information presented below for each of the periods in
the ten-year period ended December 31, 1998 (as applicable), is derived from the
financial statements of the separate account, which have been audited by
____________, independent auditors. The financial statements and the independent
auditors' report thereon for the year ended December 31, 1998 are included in
the Statement of Additional Information.



<TABLE>
<CAPTION>
                                    1998            1997              1996          1995
                                 ---------- -------------------- ------------- -------------
<S>                               <C>           <C>               <C>           <C>
AETNA ASCENT VP
Value at beginning of period      $ 15.422      $   13.291
Value at end of period                          $   15.422
Increase (decrease) in value of
 accumulation unit(1)                                16.04%(2)
Number of accumulation units
 outstanding at end of period                          380
AETNA BALANCED VP, INC.
Value at beginning of period      $ 24.700      $   20.419        $    17.954   $    14.270
Value at end of period                          $   24.700        $    20.419   $    17.954
Increase (decrease) in value of
 accumulation unit(1)                                20.96%             13.73%        25.82%
Number of accumulation units
 outstanding at end of period                    2,160,305          2,716,641     9,193,181
AETNA BOND VP
Value at beginning of period      $ 51.330      $   47.992        $    46.913   $    40.173
Value at end of period                          $   51.330        $    47.992   $    46.913
Increase (decrease) in value of
 accumulation unit(1)                                 6.96%              2.30%        16.78%
Number of accumulation units
 outstanding at end of period                      959,336            835,724     2,377,622
AETNA CROSSROADS VP
Value at beginning of period      $ 14.456      $   12.577
Value at end of period                          $   14.456
Increase (decrease) in value of
 accumulation unit(1)                                14.94%(2)
Number of accumulation units
 outstanding at end of period                          873
AETNA GROWTH VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA GROWTH AND
INCOME VP
Value at beginning of period      $217.359      $  169.448        $   137.869   $   105.558
Value at end of period                          $  217.359        $   169.448   $   137.869
Increase (decrease) in value of
 accumulation unit(1)                                28.27%             22.91%        30.61%
Number of accumulation units
 outstanding at end of period                    1,826,355          2,071,139     6,364,000
AETNA INDEX PLUS LARGE
CAP VP
Value at beginning of period      $ 14.444      $   14.493
Value at end of period                          $   14.444
Increase (decrease) in value of
 accumulation unit(1)                                (0.34)%(2)
Number of accumulation units
 outstanding at end of period                       17,771
AETNA INDEX PLUS MID
CAP VP
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



<CAPTION>
                                        1994            1993           1992           1991           1990            1989
                                 ----------------- -------------- -------------- -------------- -------------- ----------------
<S>                                 <C>             <C>            <C>            <C>            <C>             <C>
AETNA ASCENT VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA BALANCED VP, INC.
Value at beginning of period        $    14.519     $     13.379   $     12.736   $     10.896   $     10.437    $   10.000(3)
Value at end of period              $    14.270     $     14.519   $     13.379   $     12.736   $     10.896    $   10.437
Increase (decrease) in value of
 accumulation unit(1)                     (1.71)%           8.52%          5.05%         16.89%          4.40%         4.37%
Number of accumulation units
 outstanding at end of period        21,990,186       30,784,750     34,802,433     22,898,099     17,078,985     9,535,986
AETNA BOND VP
Value at beginning of period        $    42.283     $     39.038   $     36.789   $     31.192   $     28.943    $   25.574
Value at end of period              $    40.173     $     42.283   $     39.038   $     36.789   $     31.192    $   28.943
Increase (decrease) in value of
 accumulation unit(1)                     (4.99)%           8.31%          6.11%         17.94%          7.77%        13.17%
Number of accumulation units
 outstanding at end of period         5,108,720        8,210,666      8,507,292      7,844,412      6,984,793     6,202,834
AETNA CROSSROADS VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA GROWTH VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA GROWTH AND
INCOME VP
Value at beginning of period        $   107.925     $    102.383   $     97.165   $     77.845   $     76.311    $   59.871
Value at end of period              $   105.558     $    107.925   $    102.383   $     97.165   $     77.845    $   76.311
Increase (decrease) in value of
 accumulation unit(1)                     (2.19)%           5.41%          5.37%         24.82%          2.01%        27.46%
Number of accumulation units
 outstanding at end of period        13,966,072       21,148,863     24,201,565     20,948,226     18,362,906    17,142,820
AETNA INDEX PLUS LARGE
CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INDEX PLUS MID
CAP VP
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>



                                                                              95
<PAGE>

                  Condensed Financial Information (continued)

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

<TABLE>
<CAPTION>
                                    1998            1997              1996           1995
                                 ---------- -------------------- ------------- ----------------
<S>                              <C>             <C>              <C>             <C>
AETNA INDEX PLUS SMALL
CAP VP
Value at beginning of period     $
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA LEGACY VP
Value at beginning of period     $13.491         $  12.296
Value at end of period                           $  13.491
Increase (decrease) in value of
 accumulation unit(1)                                 9.72%(4)
Number of accumulation units
 outstanding at end of period                        2,279
AETNA MONEY MARKET VP
Value at beginning of period     $41.174         $  39.528        $    37.988     $  36.271
Value at end of period                           $  41.174        $    39.528     $  37.988
Increase (decrease) in value of
 accumulation unit(1)                                 4.16%              4.05%         4.73%
Number of accumulation units
 outstanding at end of period                      455,502            597,656     1,836,260
AETNA VALUE
OPPORTUNITY VP
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
CALVERT SOCIAL
BALANCED PORTFOLIO
Value at beginning of period     $23.675         $  19.965        $    17.951     $  13.990
Value at end of period                           $  23.675        $    19.965     $  17.951
Increase (decrease) in value of
 accumulation unit(1)                                 8.59%             11.22%        28.31%
Number of accumulation units
 outstanding at end of period                      929,282            898,279       856,361
FIDELITY VIP EQUITY-
INCOME PORTFOLIO
Value at beginning of period     $16.587         $  13.110        $    11.617     $  10.000(6)
Value at end of period                           $  16.587        $    13.110     $  11.617
Increase (decrease) in value of
 accumulation unit(1)                                26.52%             12.86%        16.17%
Number of accumulation units
 outstanding at end of period                    2,139,178          1,454,755       628,582
FIDELITY VIP GROWTH
PORTFOLIO
Value at beginning of period     $14.087         $  11.843
Value at end of period                           $  14.087
Increase (decrease) in value of
 accumulation unit(1)                                18.95%(7)
Number of accumulation units
 outstanding at end of period                           29
FIDELITY VIP OVERSEAS
PORTFOLIO
Value at beginning of period     $12.560         $  11.400        $    10.197     $  10.000(8)
Value at end of period                           $  12.560        $    11.400     $  10.197
Increase (decrease) in value of
 accumulation unit(1)                                10.18%             11.80%         1.97%
Number of accumulation units
 outstanding at end of period                            0                  0         1,302
FIDELITY VIP II
CONTRAFUND PORTFOLIO
Value at beginning of period     $17.276         $  14.092        $    11.763     $  10.000(6)
Value at end of period                           $  17.276        $    14.092     $  11.763
Increase (decrease) in value of
 accumulation unit(1)                                22.59%             19.79%        17.63%
Number of accumulation units
 outstanding at end of period                    2,706,862          1,522,169       525,476
JANUS ASPEN AGGRESSIVE
GROWTH PORTFOLIO
Value at beginning of period     $18.174         $  16.334        $    15.323     $  12.169
Value at end of period                           $  18.174        $    16.334     $  15.323
Increase (decrease) in value of
 accumulation unit(1)                                11.26%              6.60%        25.91%
Number of accumulation units
 outstanding at end of period                    1,939,607          1,893,718     1,280,953



<CAPTION>
                                       1994            1993          1992          1991          1990            1989
                                 ---------------- ------------- ------------- ------------- -------------- ----------------
<S>                                 <C>            <C>           <C>           <C>          <C>               <C>
AETNA INDEX PLUS SMALL
CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA LEGACY VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA MONEY MARKET VP
Value at beginning of period        $  35.282      $    34.619   $    33.812   $    32.138   $     30.012     $  27.783
Value at end of period              $  36.271      $    35.282   $    34.619   $    33.812   $     32.138     $  30.012
Increase (decrease) in value of
 accumulation unit(1)                    2.80%            1.92%         2.39%         5.21%          7.08%         8.02%
Number of accumulation units
 outstanding at end of period       3,679,802        5,086,515     7,534,662     8,430,082     10,220,110     8,286,033
AETNA VALUE
OPPORTUNITY VP
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
CALVERT SOCIAL
BALANCED PORTFOLIO
Value at beginning of period        $  14.640      $    13.726   $    12.913   $    11.233   $     10.568     $  10.000(5)
Value at end of period              $  13.990      $    14.640   $    13.726   $    12.913   $     11.233     $  10.568
Increase (decrease) in value of
 accumulation unit(1)                   (4.44)%           6.66%         6.30%        14.96%          6.29%         5.68%
Number of accumulation units
 outstanding at end of period         743,464          705,415       503,006       355,851        148,576        20,710
FIDELITY VIP EQUITY-
INCOME PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
FIDELITY VIP GROWTH
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
FIDELITY VIP OVERSEAS
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
FIDELITY VIP II
CONTRAFUND PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
JANUS ASPEN AGGRESSIVE
GROWTH PORTFOLIO
Value at beginning of period        $  10.000(9)
Value at end of period              $  12.169
Increase (decrease) in value of
 accumulation unit(1)                   21.69%
Number of accumulation units
 outstanding at end of period         393,553
</TABLE>


96
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                    1998              1997               1996           1995
                                 ---------- ----------------------- ------------- ----------------
<S>                              <C>             <C>                 <C>             <C>
JANUS ASPEN BALANCED
PORTFOLIO
Value at beginning of period     $15.016         $   12.453          $    10.853     $  10.000(8)
Value at end of period                           $   15.016          $    12.453     $  10.853
Increase (decrease) in value of
 accumulation unit(1)                                 20.58%               14.73%         8.53%
Number of accumulation units
 outstanding at end of period                         7,873                  231           161
JANUS ASPEN FLEXIBLE
INCOME PORTFOLIO
Value at beginning of period     $14.430         $   13.074          $    12.124     $   9.911
Value at end of period                           $   14.430          $    13.074     $  12.124
Increase (decrease) in value of
 accumulation unit(1)                                 10.37%                7.83%        22.33%
Number of accumulation units
 outstanding at end of period                         5,211                3,761         3,345
JANUS ASPEN GROWTH
PORTFOLIO
Value at beginning of period     $16.816         $   13.872          $    11.859     $  10.000(8)
Value at end of period                           $   16.816          $    13.872     $  11.859
Increase (decrease) in value of
 accumulation unit(1)                                 21.22%               16.98%        18.59%
Number of accumulation units
 outstanding at end of period                     1,109,942              663,945       109,717
JANUS ASPEN WORLDWIDE
GROWTH PORTFOLIO
Value at beginning of period     $18.690         $   15.493          $    12.158     $  10.000(8)
Value at end of period                           $   18.690          $    15.493     $  12.158
Increase (decrease) in value of
 accumulation unit(1)                                 20.64%               27.43%        21.58%
Number of accumulation units
 outstanding at end of period                     3,873,511            2,090,908       314,653
LEXINGTON NATURAL
RESOURCES TRUST
Value at beginning of period     $14.403         $   13.611          $    10.862     $   9.412
Value at end of period                           $   14.403          $    13.611     $  10.862
Increase (decrease) in value of
 accumulation unit(1)                                  5.82%               25.31%        15.41%
Number of accumulation units
 outstanding at end of period                       650,486              587,248       530,562
OPPENHEIMER GLOBAL
SECURITIES FUND
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
OPPENHEIMER STRATEGIC
BOND FUND
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
PORTFOLIO PARTNERS
MFS EMERGING EQUITIES
PORTFOLIO
Value at beginning of period     $15.046         $   15.236
Value at end of period                           $   15.046
Increase (decrease) in value of
 accumulation unit(1)                                 (1.24)%(11)
Number of accumulation units
 outstanding at end of period                     2,707,904
PORTFOLIO PARTNERS
MFS RESEARCH GROWTH
PORTFOLIO
Value at beginning of period     $12.195         $   12.195
Value at end of period                           $   11.960
Increase (decrease) in value of
 accumulation unit(1)                                 (1.93)%(11)
Number of accumulation units
 outstanding at end of period                       232,418



<CAPTION>
                                        1994            1993         1992         1991          1990            1989
                                 ------------------ ------------ ----------- ------------- -------------- ----------------
<S>                                  <C>             <C>          <C>          <C>           <C>             <C>
JANUS ASPEN BALANCED
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
JANUS ASPEN FLEXIBLE
INCOME PORTFOLIO
Value at beginning of period         $  10.000(10)
Value at end of period               $   9.911
Increase (decrease) in value of
 accumulation unit(1)                    (0.89)%
Number of accumulation units
 outstanding at end of period            1,555
JANUS ASPEN GROWTH
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
JANUS ASPEN WORLDWIDE
GROWTH PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
LEXINGTON NATURAL
RESOURCES TRUST
Value at beginning of period         $  10.071       $   9.193    $   9.018    $   9.608     $   11.441      $  10.000(5)
Value at end of period               $   9.412       $  10.071    $   9.193    $   9.018     $    9.608      $  11.441
Increase (decrease) in value of
 accumulation unit(1)                    (6.54)%          9.55%        1.94%       (6.14)%       (16.02)%        14.41%
Number of accumulation units
 outstanding at end of period          533,016         341,771      198,338      144,139         75,052         11,481
OPPENHEIMER GLOBAL
SECURITIES FUND
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
OPPENHEIMER STRATEGIC
BOND FUND
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
PORTFOLIO PARTNERS
MFS EMERGING EQUITIES
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
PORTFOLIO PARTNERS
MFS RESEARCH GROWTH
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
</TABLE>



                                                                              97
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                    1998             1997           1996   1995   1994   1993   1992   1991   1990   1989
                                 ---------- ---------------------- ------ ------ ------ ------ ------ ------ ------ -----
<S>                              <C>              <C>                <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
PORTFOLIO PARTNERS
MFS VALUE EQUITY
PORTFOLIO
Value at beginning of period     $23.106          $ 23.106
Value at end of period                            $ 23.440
Increase (decrease) in value of
 accumulation unit(1)                                 1.45%(11)
Number of accumulation units
 outstanding at end of period                     2,018,219
PORTFOLIO PARTNERS
SCUDDER INTERNATIONAL
GROWTH PORTFOLIO
Value at beginning of period     $17.709          $ 17.490
Value at end of period                            $ 17.709
Increase (decrease) in value of
 accumulation unit(1)                                 1.25%(11)
Number of accumulation units
 outstanding at end of period                     3,237,710
PORTFOLIO PARTNERS
T. ROWE PRICE GROWTH
EQUITY PORTFOLIO
Value at beginning of period     $16.608          $ 16.276
Value at end of period                            $ 16.608
Increase (decrease) in value of
 accumulation unit(1)                                 2.04%(11)
Number of accumulation units
 outstanding at end of period                     1,317,058
</TABLE>

- -----------------
 (1) The above figures are calculated by subtracting the beginning accumulation
     unit value from the ending accumulation unit value, and dividing the result
     by the beginning accumulation unit value. These figures do not reflect the
     early withdrawal charges or the fixed dollar annual maintenance fee, if
     any. Inclusion of these charges would reduce the investment results shown.
 (2) Reflects less than a full year of performance activity. Funds were first
     received in this option during February 1997.
 (3) The initial accumulation unit value was established at $10.000 on June 23,
     1989, the date on which the fund commenced operations.
 (4) Reflects less than a full year of performance activity. Funds were first
     received in this option during February 1997.
 (5) The initial accumulation unit value was established at $10.000 on May 31,
     1989, the date on which the Fund/Portfolio became available under the
     contract.
 (6) The initial accumulation unit value was established at $10.000 during May
     1995, when the fund became available under the contract.
 (7) Reflects less than a full year of performance activity. Funds were first
     received in this option during January 1997.
 (8) The initial accumulation unit value was established at $10.000 during July
     1995, when the fund became available under the contract.
 (9) The initial accumulation unit value was established at $10.000 during June
     1994, when funds were first received in this option.
(10) The initial accumulation unit value was established at $10.000 during
     November 1994, when funds were first received in this option.
(11) Reflects less than a full year of performance activity. Funds were first
     received in this option during November 1997.

98
<PAGE>

                        Condensed Financial Information
- --------------------------------------------------------------------------------
                                   TABLE XI

    FOR CONTRACTS ISSUED UNDER 403(b) PLANS AND DEFERRED COMPENSATION PLANS
                 WITH TOTAL SEPARATE ACCOUNT CHARGES OF 1.50%
   (INCLUDING A 0.25% ADMINISTRATIVE EXPENSE CHARGE BEGINNING APRIL 7, 1997)
   (Selected data for accumulation units outstanding throughout each period)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The condensed financial information presented below for each of the periods in
the two-year period ended December 31, 1998 (as applicable), is derived from the
financial statements of the separate account, which have been audited by
____________, independent auditors. The financial statements and the independent
auditors' report thereon for the year ended December 31, 1998 are included in
the Statement of Additional Information.



<TABLE>
<CAPTION>
                                                                 1998              1997
                                                              ----------   --------------------
<S>                                                           <C>               <C>
AETNA ASCENT VP
Value at beginning of period                                  $15.394           $ 13.020
Value at end of period                                                          $ 15.394
Increase (decrease) in value of accumulation unit(1)                               18.24%(2)
Number of accumulation units outstanding at end of period                         29,840
AETNA BALANCED VP
Value at beginning of period                                  $18.776           $ 15.674
Value at end of period                                                          $ 18.776
Increase (decrease) in value of accumulation unit(1)                               19.79%(2)
Number of accumulation units outstanding at end of period                        478,177
AETNA BOND VP
Value at beginning of period                                  $13.213           $ 12.302
Value at end of period                                                          $ 13.213
Increase (decrease) in value of accumulation unit(1)                                7.41%(2)
Number of accumulation units outstanding at end of period                        215,650
AETNA CROSSROADS VP
Value at beginning of period                                  $14.430           $ 12.449
Value at end of period                                                          $ 14.430
Increase (decrease) in value of accumulation unit(1)                               15.91%(2)
Number of accumulation units outstanding at end of period                         26,483
AETNA GROWTH VP(10)
Value at beginning of period                                  $13.149           $ 12.739
Value at end of period                                                          $ 13.149
Increase (decrease) in value of accumulation unit(1)                                3.22%(3)
Number of accumulation units outstanding at end of period                          3,326
AETNA GROWTH AND INCOME VP
Value at beginning of period                                  $22.153           $ 17.861
Value at end of period                                                          $ 22.153
Increase (decrease) in value of accumulation unit(1)                               24.03%(2)
Number of accumulation units outstanding at end of period                       1,699,982
AETNA HIGH YIELD VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end of period
AETNA INDEX PLUS LARGE CAP VP
Value at beginning of period                                  $14.418           $ 11.345
Value at end of period                                                          $ 14.418
Increase (decrease) in value of accumulation unit(1)                               27.09%(2)
Number of accumulation units outstanding at end of period                         27,945
AETNA INDEX PLUS MID CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end of period
AETNA INDEX PLUS SMALL CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end of period
AETNA INTERNATIONAL VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end of period
AETNA LEGACY VP
Value at beginning of period                                  $13.467           $ 11.873
Value at end of period                                                          $ 13.467
Increase (decrease) in value of accumulation unit(1)                               13.42%(2)
Number of accumulation units outstanding at end of period                         14,817
</TABLE>



                                                                              99
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                 1998             1997
                                                              ----------   -----------------
<S>                                                           <C>              <C>
AETNA MONEY MARKET VP
Value at beginning of period                                  $11.929          $ 11.592
Value at end of period                                                         $ 11.929
Increase (decrease) in value of accumulation unit(1)                               2.91%(2)
Number of accumulation units outstanding at end of period                       176,703
AETNA REAL ESTATE SECURITIES VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end of period
AETNA SMALL COMPANY VP
Value at beginning of period                                  $13.629          $ 13.629
Value at end of period                                                         $ 13.629
Increase (decrease) in value of accumulation unit(1)                               0.00%(3)
Number of accumulation units outstanding at end of period                            82
AETNA VALUE OPPORTUNITY VP
Value at beginning of period                                  $13.237          $ 13.237
Value at end of period                                                         $ 13.237
Increase (decrease) in value of accumulation unit(1)                               0.00%(3)
Number of accumulation units outstanding at end of period                            84
CALVERT SOCIAL BALANCED PORTFOLIO
Value at beginning of period                                  $17.808          $ 14.934
Value at end of period                                                         $ 17.808
Increase (decrease) in value of accumulation unit(1)                              19.24%(2)
Number of accumulation units outstanding at end of period                        20,521
FIDELITY VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period                                  $15.808          $ 12.711
Value at end of period                                                         $ 15.808
Increase (decrease) in value of accumulation unit(1)                              24.37%(2)
Number of accumulation units outstanding at end of period                       117,588
FIDELITY VIP GROWTH PORTFOLIO
Value at beginning of period                                  $13.879          $ 11.373
Value at end of period                                                         $ 13.879
Increase (decrease) in value of accumulation unit(1)                              22.03%(2)
Number of accumulation units outstanding at end of period                       104,982
FIDELITY VIP OVERSEAS PORTFOLIO
Value at beginning of period                                  $12.247          $ 11.253
Value at end of period                                                         $ 12.247
Increase (decrease) in value of accumulation unit(1)                               8.83%(2)
Number of accumulation units outstanding at end of period                         8,098
FIDELITY VIP II CONTRAFUND PORTFOLIO
Value at beginning of period                                  $15.242          $ 12.388
Value at end of period                                                         $ 15.242
Increase (decrease) in value of accumulation unit(1)                              23.04%(2)
Number of accumulation units outstanding at end of period                       146,381
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period                                  $15.773          $ 12.594
Value at end of period                                                         $ 15.773
Increase (decrease) in value of accumulation unit(1)                              25.24%(2)
Number of accumulation units outstanding at end of period                        85,304
JANUS ASPEN BALANCED PORTFOLIO
Value at beginning of period                                  $14.984          $ 12.760
Value at end of period                                                         $ 14.984
Increase (decrease) in value of accumulation unit(1)                              17.43%(2)
Number of accumulation units outstanding at end of period                        19,967
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period                                  $14.347          $ 13.025
Value at end of period                                                         $ 14.347
Increase (decrease) in value of accumulation unit(1)                              10.15%(2)
Number of accumulation units outstanding at end of period                         8,189
JANUS ASPEN GROWTH PORTFOLIO
Value at beginning of period                                  $15.386          $ 12.975
Value at end of period                                                         $ 15.386
Increase (decrease) in value of accumulation unit(1)                              18.58%(2)
Number of accumulation units outstanding at end of period                        53,182
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
Value at beginning of period                                  $16.689          $ 14.439
Value at end of period                                                         $ 16.689
Increase (decrease) in value of accumulation unit(1)                              15.59%(2)
Number of accumulation units outstanding at end of period                       168,191
LEXINGTON NATURAL RESOURCES TRUST
Value at beginning of period                                  $15.512          $ 13.756
Value at end of period                                                         $ 15.512
Increase (decrease) in value of accumulation unit(1)                              12.77%(2)
Number of accumulation units outstanding at end of period                        26,426
</TABLE>



100
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                 1998             1997
                                                              ----------   ------------------
<S>                                                           <C>              <C>
OPPENHEIMER GLOBAL SECURITIES FUND
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
OPPENHEIMER STRATEGIC BOND FUND
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
PORTFOLIO PARTNERS MFS EMERGING EQUITIES PORTFOLIO
Value at beginning of period                                  $14.899         $  15.090
Value at end of period                                                        $  14.899
Increase (decrease) in value of accumulation unit(1)                              (1.26)%(4)
Number of accumulation units outstanding at end of period                       131,565
PORTFOLIO PARTNERS MFS RESEARCH PORTFOLIO
Value at beginning of period                                  $13.770         $  14.044
Value at end of period                                                        $  13.770
Increase (decrease) in value of accumulation unit(1)                              (1.95)%(4)
Number of accumulation units outstanding at end of period                       149,523
PORTFOLIO PARTNERS MFS VALUE EQUITY PORTFOLIO
Value at beginning of period                                  $19.256         $  18.985
Value at end of period                                                        $  19.256
Increase (decrease) in value of accumulation unit(1)                               1.42%(4)
Number of accumulation units outstanding at end of period                        25,830
PORTFOLIO PARTNERS SCUDDER INTERNATIONAL GROWTH PORTFOLIO
Value at beginning of period                                  $16.955         $  16.749
Value at end of period                                                        $  16.955
Increase (decrease) in value of accumulation unit(1)                               1.23%(4)
Number of accumulation units outstanding at end of period                        48,385
PORTFOLIO PARTNERS T. ROWE PRICE GROWTH EQUITY PORTFOLIO
Value at beginning of period                                  $14.374         $  14.090
Value at end of period                                                        $  14.374
Increase (decrease) in value of accumulation unit(1)                               2.02%(4)
Number of accumulation units outstanding at end of period                        79,799
</TABLE>

- -----------------
(1) The above figures are calculated by subtracting the beginning accumulation
    unit value from the ending accumulation unit value, and dividing the result
    by the beginning accumulation unit value. These figures do not reflect the
    early withdrawal charges or the fixed dollar annual maintenance fee, if any.
    Inclusion of these charges would reduce the investment results shown.
(2) Reflects less than a full year of performance activity. Funds were first
    received in this option during April 1997.
(3) Reflects less than a full year of performance activity. Funds were first
    received in this option during December 1997.
(4) Reflects less than a full year of performance activity. Funds were first
    received in this option during November 1997.

                                                                             101
<PAGE>

                        Condensed Financial Information
- --------------------------------------------------------------------------------
                                   TABLE XII

       FOR CONTRACTS CONTAINING LIMITS ON FEES ISSUED UNDER 403(b) PLANS
                        AND DEFERRED COMPENSATION PLANS
   (Selected data for accumulation units outstanding throughout each period)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The condensed financial information presented below for each of the periods in
the two-year period ended December 31, 1998 (as applicable), is derived from the
financial statements of the separate account, which have been audited by
____________, independent auditors. The financial statements and the independent
auditors' report thereon for the year ended December 31, 1998 are included in
the Statement of Additional Information.



<TABLE>
<CAPTION>
                                                                 1998              1997
                                                              ----------   --------------------
<S>                                                           <C>               <C>
AETNA ASCENT VP
Value at beginning of period                                  $15.453           $ 13.971
Value at end of period                                                          $ 15.453
Increase (decrease) in value of accumulation unit(1)                               10.61%(2)
Number of accumulation units outstanding at end of period                         10,257
AETNA BALANCED VP
Value at beginning of period                                  $18.837           $ 16.739
Value at end of period                                                          $ 18.837
Increase (decrease) in value of accumulation unit(1)                               12.53%(2)
Number of accumulation units outstanding at end of period                        454,232
AETNA BOND VP
Value at beginning of period                                  $13.249           $ 12.629
Value at end of period                                                          $ 13.249
Increase (decrease) in value of accumulation unit(1)                                4.91%(2)
Number of accumulation units outstanding at end of period                        453,723
AETNA CROSSROADS VP
Value at beginning of period                                  $14.485           $ 13.199
Value at end of period                                                          $ 14.485
Increase (decrease) in value of accumulation unit(1)                                9.74%(2)
Number of accumulation units outstanding at end of period                         50,297
AETNA GROWTH VP
Value at beginning of period                                  $13.173           $ 12.615
Value at end of period                                                          $ 13.173
Increase (decrease) in value of accumulation unit(1)                                4.42%(3)
Number of accumulation units outstanding at end of period                          1,565
AETNA GROWTH AND INCOME VP
Value at beginning of period                                  $22.226           $ 19.673
Value at end of period                                                          $ 22.226
Increase (decrease) in value of accumulation unit(1)                               12.97%(2)
Number of accumulation units outstanding at end of period                       6,093,102
AETNA HIGH YIELD VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end of period
AETNA INDEX PLUS LARGE CAP VP
Value at beginning of period                                  $14.452           $ 12.748
Value at end of period                                                          $ 14.452
Increase (decrease) in value of accumulation unit(1)                               13.37%(2)
Number of accumulation units outstanding at end of period                         13,748
AETNA INDEX PLUS SMALL CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end of period
AETNA LEGACY VP
Value at beginning of period                                  $13.518           $ 12.496
Value at end of period                                                          $ 13.518
Increase (decrease) in value of accumulation unit(1)                                8.18%(2)
Number of accumulation units outstanding at end of period                         16,060
AETNA MONEY MARKET VP
Value at beginning of period                                  $11.951           $ 11.674
Value at end of period                                                          $ 11.951
Increase (decrease) in value of accumulation unit(1)                                2.37%(2)
Number of accumulation units outstanding at end of period                        591,901
AETNA SMALL COMPANY VP
Value at beginning of period                                  $13.654           $ 13.092
Value at end of period                                                          $ 13.654
Increase (decrease) in value of accumulation unit(1)                                4.29%(3)
Number of accumulation units outstanding at end of period                          1,779
</TABLE>



102
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                 1998             1997
                                                              ----------   ------------------
<S>                                                           <C>             <C>
AETNA VALUE OPPORTUNITY VP
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
CALVERT SOCIAL BALANCED PORTFOLIO
Value at beginning of period                                  $17.840         $  16.178
Value at end of period                                                        $  17.840
Increase (decrease) in value of accumulation unit(1)                              10.27%(2)
Number of accumulation units outstanding at end of period                         3,576
FIDELITY VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period                                  $15.837         $  14.065
Value at end of period                                                        $  15.837
Increase (decrease) in value of accumulation unit(1)                              12.60%(2)
Number of accumulation units outstanding at end of period                        49,884
FIDELITY VIP GROWTH PORTFOLIO
Value at beginning of period                                  $13.904         $  12.498
Value at end of period                                                        $  13.904
Increase (decrease) in value of accumulation unit(1)                              11.26%(2)
Number of accumulation units outstanding at end of period                        31,477
FIDELITY VIP OVERSEAS PORTFOLIO
Value at beginning of period                                  $12.269         $  12.518
Value at end of period                                                        $  12.269
Increase (decrease) in value of accumulation unit(1)                              (1.99)%(2)
Number of accumulation units outstanding at end of period                         1,206
FIDELITY VIP II CONTRAFUND PORTFOLIO
Value at beginning of period                                  $15.270         $  13.443
Value at end of period                                                        $  15.270
Increase (decrease) in value of accumulation unit(1)                              13.59%(2)
Number of accumulation units outstanding at end of period                        29,365
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period                                  $15.801         $  14.156
Value at end of period                                                        $  15.801
Increase (decrease) in value of accumulation unit(1)                              11.62%(2)
Number of accumulation units outstanding at end of period                        26,177
JANUS ASPEN BALANCED PORTFOLIO
Value at beginning of period                                  $15.012         $  13.573
Value at end of period                                                        $  15.012
Increase (decrease) in value of accumulation unit(1)                              10.60%(2)
Number of accumulation units outstanding at end of period                         8,663
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period                                  $14.373         $  13.448
Value at end of period                                                        $  14.373
Increase (decrease) in value of accumulation unit(1)                               6.88%(2)
Number of accumulation units outstanding at end of period                           323
JANUS ASPEN GROWTH PORTFOLIO
Value at beginning of period                                  $15.414         $  13.985
Value at end of period                                                        $  15.414
Increase (decrease) in value of accumulation unit(1)                              10.22%(2)
Number of accumulation units outstanding at end of period                         6,389
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
Value at beginning of period                                  $16.720         $  15.828
Value at end of period                                                        $  16.720
Increase (decrease) in value of accumulation unit(1)                               5.64%(2)
Number of accumulation units outstanding at end of period                        63,534
LEXINGTON NATURAL RESOURCES TRUST
Value at beginning of period                                  $15.541         $  15.221
Value at end of period                                                        $  15.541
Increase (decrease) in value of accumulation unit(1)                               2.10%(2)
Number of accumulation units outstanding at end of period                         8,053
OPPENHEIMER GLOBAL SECURITIES FUND
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
PORTFOLIO PARTNERS MFS EMERGING EQUITIES PORTFOLIO
Value at beginning of period                                  $14.927         $  15.114
Value at end of period                                                        $  14.927
Increase (decrease) in value of accumulation unit(1)                              (1.24)%(4)
Number of accumulation units outstanding at end of period                        56,819
PORTFOLIO PARTNERS MFS RESEARCH PORTFOLIO
Value at beginning of period                                  $13.795         $  14.067
Value at end of period                                                        $  13.795
Increase (decrease) in value of accumulation unit(1)                              (1.93)%(4)
Number of accumulation units outstanding at end of period                        55,233
</TABLE>



                                                                             103
<PAGE>

                  Condensed Financial Information (continued)

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

<TABLE>
<CAPTION>
                                                                 1998            1997
                                                              ----------   ---------------
<S>                                                           <C>             <C>
PORTFOLIO PARTNERS MFS VALUE EQUITY PORTFOLIO
Value at beginning of period                                  $19.291         $19.016
Value at end of period                                                        $19.291
Increase (decrease) in value of accumulation unit(1)                             1.45%(4)
Number of accumulation units outstanding at end of period                       7,188
PORTFOLIO PARTNERS SCUDDER INTERNATIONAL GROWTH PORTFOLIO
Value at beginning of period                                  $16.986         $16.776
Value at end of period                                                        $16.986
Increase (decrease) in value of accumulation unit(1)                             1.25%(4)
Number of accumulation units outstanding at end of period                       6,970
PORTFOLIO PARTNERS T. ROWE PRICE GROWTH EQUITY PORTFOLIO
Value at beginning of period                                  $14.400         $14.112
Value at end of period                                                        $14.400
Increase (decrease) in value of accumulation unit(1)                             2.04%(4)
Number of accumulation units outstanding at end of period                      24,650
</TABLE>

- -----------------
(1) The above figures are calculated by subtracting the beginning accumulation
    unit value from the ending accumulation unit value, and dividing the result
    by the beginning accumulation unit value. These figures do not reflect the
    early withdrawal charges or the fixed dollar annual maintenance fee, if any.
    Inclusion of these charges would reduce the investment results shown.
(2) Reflects less than a full year of performance activity. Funds were first
    received in this option during June 1997.
(3) Reflects less than a full year of performance activity. Funds were first
    received in this option during December 1997.
(4) Reflects less than a full year of performance activity. Funds were first
    received in this option during November 1997.

104
<PAGE>

                        Condensed Financial Information
- --------------------------------------------------------------------------------
                                  TABLE XIII

    FOR DEFERRED COMPENSATION CONTRACTS WITH TOTAL SEPARATE ACCOUNT CHARGES
                    OF 0.95% EFFECTIVE ON JANUARY 15, 1996
   (Selected data for accumulation units outstanding throughout each period)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The condensed financial information presented below for each of the periods in
the ten-year period ended December 31, 1998 (as applicable), is derived from the
financial statements of the separate account, which have been audited by
____________, independent auditors. The financial statements and the independent
auditors' report thereon for the year ended December 31, 1998 are included in
the Statement of Additional Information. The accumulation unit values and the
percentage change in the value of an accumulation unit reflect a mortality and
expense risk charge of 1.25% until January 15, 1996, when the mortality and
expense risk charge was reduced to 0.95% during the accumulation phase. It will
increase to 1.25% during the income phase.



<TABLE>
<CAPTION>
                                    1998           1997              1996               1995
                                 ---------- ------------------ ---------------- -------------------
<S>                              <C>            <C>               <C>              <C>
AETNA ASCENT VP
Value at beginning of period     $15.514        $  13.063         $ 10.673         $     10.000(2)
Value at end of period                          $  15.514         $ 13.063         $     10.673
Increase (decrease) in value of
 accumulation unit(1)                               18.76%           22.39%                6.73%
Number of accumulation units
 outstanding at end of period                      65,940           22,888              393,053
AETNA BALANCED VP, INC.
Value at beginning of period     $18.922        $  15.596         $ 13.673         $     10.868
Value at end of period                          $  18.922         $ 15.596         $     13.673
Increase (decrease) in value of
 accumulation unit(1)                               21.33%           14.06%               25.81%
Number of accumulation units
 outstanding at end of period                     776,268          768,178           38,152,395
AETNA BOND VP
Value at beginning of period     $13.316        $  12.413         $ 12.098         $     10.360
Value at end of period                          $  13.316         $ 12.413         $     12.098
Increase (decrease) in value of
 accumulation unit(1)                                7.28%            2.60%               16.78%
Number of accumulation units
 outstanding at end of period                     328,774          354,731           21,379,976
AETNA CROSSROADS VP
Value at beginning of period     $14.541        $  12.486         $ 10.612         $     10.000(2)
Value at end of period                          $  14.541         $ 12.486         $     10.612
Increase (decrease) in value of
 accumulation unit(1)                               16.46%           17.66%                6.12%
Number of accumulation units
 outstanding at end of period                      71,276           35,151              294,673
AETNA GROWTH VP
Value at beginning of period     $13.202        $  12.787
Value at end of period                          $  13.202
Increase (decrease) in value of
 accumulation unit(1)                                3.25%(6)
Number of accumulation units
 outstanding at end of period                       6,619
AETNA GROWTH AND
INCOME VP
Value at beginning of period     $22.325        $  17.352         $ 14.077         $     10.778
Value at end of period                          $  22.325         $ 17.352         $     14.077
Increase (decrease) in value of
 accumulation unit(1)                               28.66%           23.26%               30.61%
Number of accumulation units
 outstanding at end of period                   5,232,193         4,796,196         188,964,022
AETNA HIGH YIELD VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INDEX PLUS
LARGE CAP VP
Value at beginning of period     $14.500        $  10.934         $ 10.000(8)
Value at end of period                          $  14.500         $ 10.934
Increase (decrease) in value of
 accumulation unit(1)                               32.62%            9.34%(8)
Number of accumulation units
 outstanding at end of period                     159,318           27,436



<CAPTION>
                                        1994            1993            1992            1991           1990            1989
                                 ----------------- -------------- ---------------- -------------- -------------- ----------------
<S>                                <C>             <C>               <C>            <C>            <C>            <C>
AETNA ASCENT VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA BALANCED VP, INC.
Value at beginning of period       $     11.057     $     10.189     $  12.736      $     10.896   $     10.437    $   10.000(4)
Value at end of period             $     10.868     $     11.057     $  10.189(3)   $     12.736   $     10.896    $   10.437
Increase (decrease) in value of
 accumulation unit(1)                     (1.71)%           8.52%             (3)          16.89%          4.40%         4.37%
Number of accumulation units
 outstanding at end of period        23,139,604       11,368,365        11,508        22,898,099     17,078,985     9,535,986
AETNA BOND VP
Value at beginning of period       $     10.905     $     10.068     $  36.789      $     31.192   $     28.943    $   25.574
Value at end of period             $     10.360     $     10.905     $  10.068(5)   $     36.789   $     31.192    $   28.943
Increase (decrease) in value of
 accumulation unit(1)                     (5.00)%           8.31%             (5)          17.94%          7.77%        13.17%
Number of accumulation units
 outstanding at end of period        11,713,354        4,084,142         3,870         7,844,412      6,984,793     6,202,834
AETNA CROSSROADS VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA GROWTH VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA GROWTH AND
INCOME VP
Value at beginning of period       $     11.020     $     10.454     $  97.165      $     77.845   $     76.311    $   59.871
Value at end of period             $     10.778     $     11.020     $  10.454(7)   $     97.165   $     77.845    $   76.311
Increase (decrease) in value of
 accumulation unit(1)                     (2.20)%           5.41%             (7)          24.82%          2.01%        27.46%
Number of accumulation units
 outstanding at end of period       114,733,035       44,166,470        21,250        20,948,226     18,362,906    17,142,820
AETNA HIGH YIELD VP 
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INDEX PLUS
LARGE CAP VP
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>



                                                                             105
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                    1998          1997           1996             1995
                                 --------- ----------------- ------------ -------------------
<S>                               <C>         <C>              <C>            <C>
AETNA INDEX PLUS MID
CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INDEX PLUS SMALL
CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INTERNATIONAL VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA LEGACY VP
Value at beginning of period      $13.571     $  11.965       $  10.580       $   10.000(2)
Value at end of period                        $  13.571       $  11.965       $   10.580
Increase (decrease) in value of
 accumulation unit(1)                             13.42%          13.09%            5.80%
Number of accumulation units
 outstanding at end of period                    38,899          13,861          143,637
AETNA MONEY MARKET VP
Value at beginning of period      $12.022     $  11.506       $  11.026       $   10.528
Value at end of period                        $  12.022       $  11.506       $   11.026
Increase (decrease) in value of
 accumulation unit(1)                              4.48%           4.36%            4.73%
Number of accumulation units
 outstanding at end of period                   262,519         228,698       12,999,680
AETNA REAL ESTATE
SECURITIES VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA SMALL
COMPANY VP
Value at beginning of period      $13.684     $  13.119
Value at end of period                        $  13.684
Increase (decrease) in value of
 accumulation unit(1)                              4.31%(6)
Number of accumulation units
 outstanding at end of period                     1,098
AETNA VALUE
OPPORTUNITY VP
Value at beginning of period      $13.290     $  13.087
Value at end of period                        $  13.290
Increase (decrease) in value of
 accumulation unit(1)                              1.94%(10)
Number of accumulation units
 outstanding at end of period                     3,417
CALVERT SOCIAL
BALANCED PORTFOLIO
Value at beginning of period      $17.946     $  15.088       $  13.527       $   10.554
Value at end of period                        $  17.946       $  15.088       $   13.527
Increase (decrease) in value of
 accumulation unit(1)                             18.94%          11.54%           28.17%
Number of accumulation units
 outstanding at end of period                    66,428          57,557          966,098
FIDELITY VIP EQUITY-
INCOME PORTFOLIO
Value at beginning of period      $15.931     $  12.554       $  11.092       $   10.000(2)
Value at end of period                        $  15.931       $  12.554       $   11.092
Increase (decrease) in value of
 accumulation unit(1)                             26.90%          13.18%           10.92%
Number of accumulation units
 outstanding at end of period                   196,921         116,432        1,660,304



<CAPTION>
                                      1994           1993            1992             1991          1990           1989
                                 -------------- ------------- ------------------ ------------- -------------- -------------
<S>                                <C>           <C>              <C>             <C>           <C>            <C>
AETNA INDEX PLUS MID
CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INDEX PLUS SMALL
CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INTERNATIONAL VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA LEGACY VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA MONEY MARKET VP
Value at beginning of period       $   10.241    $    10.048      $  33.812       $    32.138   $     30.012   $    27.783
Value at end of period             $   10.528    $    10.241      $  10.048(9)    $    33.812   $     32.138   $    30.012
Increase (decrease) in value of
 accumulation unit(1)                    2.80%          1.92%              (9)           5.21%          7.08%         8.02%
Number of accumulation units
 outstanding at end of period       7,673,528      2,766,044            825         8,430,082     10,220,110     8,286,033
AETNA REAL ESTATE
SECURITIES VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA SMALL
COMPANY VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA VALUE
OPPORTUNITY VP
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
CALVERT SOCIAL
BALANCED PORTFOLIO
Value at beginning of period       $   11.036    $    10.278      $  10.000(11)
Value at end of period             $   10.554    $    11.036      $  10.278
Increase (decrease) in value of
 accumulation unit(1)                   (4.37)%         7.37%          2.78%
Number of accumulation units
 outstanding at end of period         521,141        144,168          2,556
FIDELITY VIP EQUITY-
INCOME PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
</TABLE>


106
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                    1998        1997         1996            1995
                                 ---------- ------------ ------------ -----------------
<S>                              <C>         <C>          <C>            <C>
FIDELITY VIP GROWTH
PORTFOLIO
Value at beginning of period     $13.987     $  11.435    $  10.066      $  10.000(2)
Value at end of period                       $  13.987    $  11.435      $  10.066
Increase (decrease) in value of
 accumulation unit(1)                            22.31%       13.60%          0.66%
Number of accumulation units
 outstanding at end of period                  181,487      112,748      1,833,794
FIDELITY VIP OVERSEAS
PORTFOLIO
Value at beginning of period     $12.342     $  11.169    $   9.961      $  10.000(2)
Value at end of period                       $  12.342    $  11.169      $   9.961
Increase (decrease) in value of
 accumulation unit(1)                            10.50%       12.13%         (0.39)%
Number of accumulation units
 outstanding at end of period                   22,047       10,848        196,090
FIDELITY VIP II
CONTRAFUND PORTFOLIO
Value at beginning of period     $15.360     $  12.491    $  10.397      $  10.000(2)
Value at end of period                       $  15.360    $  12.491      $  10.397
Increase (decrease) in value of
 accumulation unit(1)                            22.97%       20.14%          3.97%
Number of accumulation units
 outstanding at end of period                  171,832       92,021      2,116,732
JANUS ASPEN AGGRESSIVE
GROWTH PORTFOLIO
Value at beginning of period     $15.895     $  14.243    $  13.322      $  10.581
Value at end of period                       $  15.895    $  14.243      $  13.322
Increase (decrease) in value of
 accumulation unit(1)                            11.60%        6.91%         25.91%
Number of accumulation units
 outstanding at end of period                  253,316      226,504      4,887,060
JANUS ASPEN BALANCED
PORTFOLIO
Value at beginning of period     $15.100     $  12.485    $  10.850      $  10.000(2)
Value at end of period                       $  15.100    $  12.485      $  10.850
Increase (decrease) in value of
 accumulation unit(1)                            20.95%       15.07%          8.50%
Number of accumulation units
 outstanding at end of period                   45,503       29,442         93,304
JANUS ASPEN FLEXIBLE
INCOME PORTFOLIO
Value at beginning of period     $14.458     $  13.060    $  12.077      $   9.873
Value at end of period                       $  14.458    $  13.060      $  12.077
Increase (decrease) in value of
 accumulation unit(1)                            10.70%        8.14%         22.33%
Number of accumulation units
 outstanding at end of period                   13,925        6,607        315,361
JANUS ASPEN GROWTH
PORTFOLIO
Value at beginning of period     $15.505     $  12.753    $  10.870      $  10.000(2)
Value at end of period                       $  15.505    $  12.753      $  10.870
Increase (decrease) in value of
 accumulation unit(1)                            21.59%       17.31%          8.70%
Number of accumulation units
 outstanding at end of period                   83,855       51,761        259,196
JANUS ASPEN WORLDWIDE
GROWTH PORTFOLIO
Value at beginning of period     $16.819     $  13.900    $  10.877      $  10.000(2)
Value at end of period                       $  16.819    $  13.900      $  10.877
Increase (decrease) in value of
 accumulation unit(1)                            21.00%       27.80%          8.77%
Number of accumulation units
 outstanding at end of period                  511,940      212,494      1,036,040
LEXINGTON NATURAL
RESOURCES TRUST
Value at beginning of period     $15.633     $  14.729    $  11.720      $  10.154
Value at end of period                       $  15.633    $  14.729      $  11.720
Increase (decrease) in value of
 accumulation unit(1)                             6.14%       25.67%         15.42%
Number of accumulation units
 outstanding at end of period                   73,258       42,174        711,892



<CAPTION>
                                        1994            1993            1992         1991   1990   1989
                                 ------------------ ------------ ------------------ ------ ------ -----
<S>                                  <C>             <C>             <C>              <C>    <C>    <C>
FIDELITY VIP GROWTH
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
FIDELITY VIP OVERSEAS
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
FIDELITY VIP II
CONTRAFUND PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
JANUS ASPEN AGGRESSIVE
GROWTH PORTFOLIO
Value at beginning of period         $  10.000(12)
Value at end of period               $  10.581
Increase (decrease) in value of
 accumulation unit(1)                     5.81%
Number of accumulation units
 outstanding at end of period          753,862
JANUS ASPEN BALANCED
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
JANUS ASPEN FLEXIBLE
INCOME PORTFOLIO
Value at beginning of period         $  10.000(12)
Value at end of period               $   9.873
Increase (decrease) in value of
 accumulation unit(1)                    (1.27)%
Number of accumulation units
 outstanding at end of period           28,543
JANUS ASPEN GROWTH
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
JANUS ASPEN WORLDWIDE
GROWTH PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
LEXINGTON NATURAL
RESOURCES TRUST
Value at beginning of period         $  10.877       $   9.832       $  10.000(11)
Value at end of period               $  10.154       $  10.877       $   9.832
Increase (decrease) in value of
 accumulation unit(1)                    (6.65)%         10.63%          (1.68)%
Number of accumulation units
 outstanding at end of period          703,676         135,614             561
</TABLE>


                                                                             107
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                    1998            1997          1996   1995   1994   1993   1992   1991   1990   1989
                                 ---------- -------------------- ------ ------ ------ ------ ------ ------ ------ -----
<S>                              <C>            <C>               <C>     <C>   <C>    <C>    <C>    <C>    <C>    <C>
OPPENHEIMER GLOBAL
SECURITIES FUND
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
OPPENHEIMER STRATEGIC
BOND FUND
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
PORTFOLIO PARTNERS
MFS EMERGING EQUITIES
PORTFOLIO
Value at beginning of period     $15.015        $  15.199
Value at end of period                          $  15.015
Increase (decrease) in value of
 accumulation unit(1)                               (1.21)%(13)
Number of accumulation units
 outstanding at end of period                     573,528
PORTFOLIO PARTNERS
MFS RESEARCH GROWTH
PORTFOLIO
Value at beginning of period     $13.877        $  14.147
Value at end of period                          $  13.877
Increase (decrease) in value of
 accumulation unit(1)                               (1.90)%(13)
Number of accumulation units
 outstanding at end of period                     418,965
PORTFOLIO PARTNERS
MFS VALUE EQUITY
PORTFOLIO
Value at beginning of period     $19.405        $  19.123
Value at end of period                          $  19.405
Increase (decrease) in value of
 accumulation unit(1)                                1.47%(13)
Number of accumulation units
 outstanding at end of period                     192,553
PORTFOLIO PARTNERS
SCUDDER INTERNATIONAL
GROWTH PORTFOLIO
Value at beginning of period     $17.087        $  16.871
Value at end of period                          $  17.087
Increase (decrease) in value of
 accumulation unit(1)                                1.28%(13)
Number of accumulation units
 outstanding at end of period                     295,952
PORTFOLIO PARTNERS
T. ROWE PRICE GROWTH
EQUITY PORTFOLIO
Value at beginning of period     $14.485        $  14.192
Value at end of period                          $  14.485
Increase (decrease) in value of
 accumulation unit(1)                                2.07%(13)
Number of accumulation units
 outstanding at end of period                     212,654
</TABLE>

- -----------------
(1) The above figures are calculated by subtracting the beginning accumulation
    unit value from the ending accumulation unit value, and dividing the result
    by the beginning accumulation unit value. These figures do not reflect the
    early withdrawal charges or the fixed dollar annual maintenance fee, if any.
    Inclusion of these charges would reduce the investment results shown.
(2) Reflects less than a full year of performance activity. The initial
    accumulation unit value was established at $10.000 during August 1995, when
    the fund became available under the contract.
(3) The accumulation unit value was converted to $10.000 on August 21, 1992 upon
    the commencement of a new administrative system. Immediately prior to that
    date, the accumulation unit value of the fund was $13.118. On the date of
    conversion, additional units were issued so that account values were not
    changed as a result of the conversion. The percentage change in the
    accumulation unit value from the beginning of the year to the date of
    conversion was 2.99%; the percentage change in the accumulation unit value
    from the date of conversion to the end of the year was 1.89%.


108
<PAGE>

 (4) The initial accumulation unit value was established at $10.000 on June 23,
     1989, the date on which the fund commenced operations.
 (5) The accumulation unit value was converted to $10.000 on August 21, 1992
     upon the commencement of a new administrative system. Immediately prior to
     that date, the accumulation unit value of the fund was $38.521. On the date
     of conversion, additional units were issued so that account values were not
     changed as a result of the conversion. The percentage change in the
     accumulation unit value from the beginning of the year to the date of
     conversion was 4.70%; the percentage change in the accumulation unit value
     from the date of conversion to the end of the year was 0.68%.
 (6) Reflects less than a full year of performance activity. Funds were first
     received in this option during December 1997.
 (7) The accumulation unit value was converted to $10.000 on August 21, 1992
     upon the commencement of a new administrative system. Immediately prior to
     that date, the accumulation unit value of the fund was $97.817. On the date
     of conversion, additional units were issued so that account values were not
     changed as a result of the conversion. The percentage change in the
     accumulation unit value from the beginning of the year to the date of
     conversion was 0.67%; the percentage change in the accumulation unit value
     from the date of conversion to the end of the year was 4.54%.
 (8) Reflects less than a full year of performance activity. The initial
     accumulation unit value was established during August 1996 when the
     portfolio became available under the contract, when funds were first
     received in this option or when the applicable daily asset charge was first
     utilized.
 (9) The accumulation unit value was converted to $10.000 on August 21, 1992
     upon the commencement of a new administrative system. Immediately prior to
     that date, the accumulation unit value of the fund was $34.397. On the date
     of conversion, additional units were issued so that account values were not
     changed as a result of the conversion. The percentage change in the
     accumulation unit value from the beginning of the year to the date of
     conversion was 1.73%; the percentage change in the accumulation unit value
     from the date of conversion to the end of the year was 0.48%.
(10) Reflects less than a full year of performance activity. Funds were first
     received in this option during August 1997.
(11) The initial accumulation unit value was established at $10.000 on August
     21, 1992, the date on which the Fund/Portfolio became available under the
     contract.
(12) The initial accumulation unit value was established at $10.000 during
     October 1994, when the funds were first received in this option.
(13) Reflects less than a full year of performance activity. Funds were first
     received in this option during November 1997.

                                                                             109
<PAGE>

                        Condensed Financial Information
- --------------------------------------------------------------------------------
                                   TABLE XIV

    FOR DEFERRED COMPENSATION CONTRACTS WITH TOTAL SEPARATE ACCOUNT CHARGES
                      OF 0.95% EFFECTIVE ON MAY 25, 1996
   (Selected data for accumulation units outstanding throughout each period)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The condensed financial information presented below for each of the periods in
the ten-year period ended December 31, 1998 (as applicable), is derived from the
financial statements of the separate account, which have been audited by
____________, independent auditors. The financial statements and the independent
auditors' report thereon for the year ended December 31, 1998 are included in
the Statement of Additional Information. The accumulation unit values and the
percentage change in the value of an accumulation unit reflect a mortality and
expense risk charge of 1.25% until May 25, 1996, when the mortality and expense
risk charge was reduced to 0.95% during the accumulation phase. It will increase
to 1.25% during the income phase.



<TABLE>
<CAPTION>
                                    1998           1997              1996               1995
                                 ---------- ------------------ ---------------- -------------------
<S>                              <C>            <C>               <C>              <C>
AETNA ASCENT VP
Value at beginning of period     $15.497        $  13.049         $ 10.673         $     10.000(2)
Value at end of period                          $  15.497         $ 13.049         $     10.673
Increase (decrease) in value of
 accumulation unit(1)                               18.76%           22.26%                6.73%
Number of accumulation units
 outstanding at end of period                     178,233           35,180              393,053
AETNA BALANCED VP, INC.
Value at beginning of period     $18.901        $  15.579         $ 13.673         $     10.868
Value at end of period                          $  18.901         $ 15.579         $     13.673
Increase (decrease) in value of
 accumulation unit(1)                               21.33%           13.94%               25.81%
Number of accumulation units
 outstanding at end of period                   1,511,041         1,528,051          38,152,395
AETNA BOND VP
Value at beginning of period     $13.301        $  12.399         $ 12.098         $     10.360
Value at end of period                          $  13.301         $ 12.399         $     12.098
Increase (decrease) in value of
 accumulation unit(1)                                7.28%            2.48%               16.78%
Number of accumulation units
 outstanding at end of period                     463,068          493,485           21,379,976
AETNA CROSSROADS VP
Value at beginning of period     $14.526        $  12.473         $ 10.612         $     10.000(2)
Value at end of period                          $  14.526         $ 12.473         $     10.612
Increase (decrease) in value of
 accumulation unit(1)                               16.46%           17.54%                6.12%
Number of accumulation units
 outstanding at end of period                      99,660           28,829              294,673
AETNA GROWTH VP
Value at beginning of period     $13.202        $  12.975
Value at end of period                          $  13.202
Increase (decrease) in value of
 accumulation unit(1)                                1.75%(6)
Number of accumulation units
 outstanding at end of period                       4,360
AETNA GROWTH AND
INCOME VP
Value at beginning of period     $22.301        $  17.333         $ 14.077         $     10.778
Value at end of period                          $  22.301         $ 17.333         $     14.077
Increase (decrease) in value of
 accumulation unit(1)                               28.66%           23.13%               30.61%
Number of accumulation units
 outstanding at end of period                   7,667,724         7,250,286         188,964,022
AETNA HIGH YIELD VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INDEX PLUS LARGE
CAP VP
Value at beginning of period     $14.500        $  10.934         $ 10.000(8)
Value at end of period                          $  14.500         $ 10.934
Increase (decrease) in value of
 accumulation unit(1)                               32.62%            9.34%(8)
Number of accumulation units
 outstanding at end of period                     190,348           28,473



<CAPTION>
                                       1994            1993            1992            1991           1990            1989
                                 ---------------- -------------- ---------------- -------------- -------------- ----------------
<S>                              <C>              <C>            <C>              <C>            <C>            <C>
AETNA ASCENT VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA BALANCED VP, INC.
Value at beginning of period           $     11.057$     10.189     $  12.736      $     10.896   $     10.437    $   10.000(4)
Value at end of period                 $     10.868$     11.057     $  10.189(3)   $     12.736   $     10.896    $   10.437
Increase (decrease) in value of
 accumulation unit(1)                        (1.71)%       8.52%             (3)          16.89%          4.40%         4.37%
Number of accumulation units
 outstanding at end of period         23,139,604     11,368,365        11,508        22,898,099     17,078,985     9,535,986
AETNA BOND VP
Value at beginning of period         $     10.905  $     10.068     $  36.789      $     31.192   $     28.943    $   25.574
Value at end of period               $     10.360  $     10.905     $  10.068(5)   $     36.789   $     31.192    $   28.943
Increase (decrease) in value of
 accumulation unit(1)                       (5.00)%        8.31%             (5)          17.94%          7.77%        13.17%
Number of accumulation units
 outstanding at end of period         11,713,354      4,084,142         3,870         7,844,412      6,984,793     6,202,834
AETNA CROSSROADS VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA GROWTH VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA GROWTH AND
INCOME VP
Value at beginning of period         $     11.020  $     10.454     $  97.165      $     77.845   $     76.311    $   59.871
Value at end of period               $     10.778  $     11.020     $  10.454(7)   $     97.165   $     77.845    $   76.311
Increase (decrease) in value of
 accumulation unit(1)            (2.20) %                  5.41%             (7)          24.82%          2.01%        27.46%
Number of accumulation units
 outstanding at end of period       114,733,035      44,166,470        21,250        20,948,226     18,362,906    17,142,820
AETNA HIGH YIELD VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INDEX PLUS LARGE
CAP VP
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>



110
<PAGE>
                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                    1998          1997          1996             1995             1994
                                 ---------- --------------- ------------ ------------------- --------------
<S>                              <C>           <C>           <C>             <C>               <C>
AETNA INDEX PLUS MID
CAP VP
Value at beginning of period     $
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INDEX PLUS SMALL
CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INTERNATIONAL VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA LEGACY VP
Value at beginning of period     $13.557       $ 11.953      $  10.580       $   10.000(2)
Value at end of period                         $ 13.557      $  11.953       $   10.580
Increase (decrease) in value of
 accumulation unit(1)                             13.42%         12.98%            5.80%
Number of accumulation units
 outstanding at end of period                    58,121         15,755          143,637
AETNA MONEY MARKET VP
Value at beginning of period     $12.009       $ 11.494      $  11.026       $   10.528        $   10.241
Value at end of period                         $ 12.009      $  11.494       $   11.026        $   10.528
Increase (decrease) in value of
 accumulation unit(1)                              4.48%          4.24%            4.73%             2.80%
Number of accumulation units
 outstanding at end of period                   328,674        351,832       12,999,680         7,673,528
AETNA REAL ESTATE
SECURITIES VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA SMALL
COMPANY VP
Value at beginning of period     $13.684       $ 13.248
Value at end of period                         $ 13.684
Increase (decrease) in value of
 accumulation unit(1)                              3.29%(6)
Number of accumulation units
 outstanding at end of period                    12,603
AETNA VALUE
OPPORTUNITY VP
Value at beginning of period     $13.290       $ 13.093
Value at end of period                         $ 13.290
Increase (decrease) in value of
 accumulation unit(1)                              1.50%(6)
Number of accumulation units
 outstanding at end of period                     8,131
CALVERT SOCIAL
BALANCED PORTFOLIO
Value at beginning of period     $17.926       $ 15.071      $  13.527       $   10.554        $   11.036
Value at end of period                         $ 17.926      $  15.071       $   13.527        $   10.554
Increase (decrease) in value of
 accumulation unit(1)                             18.94%         11.42%           28.17%            (4.37)%
Number of accumulation units
 outstanding at end of period                    40,783         35,511          966,098           521,141
FIDELITY VIP EQUITY-
INCOME PORTFOLIO
Value at beginning of period     $15.914       $ 12.541      $  11.092       $   10.000(2)
Value at end of period                         $ 15.914      $  12.541       $   11.092
Increase (decrease) in value of
 accumulation unit(1)                             26.90%         13.06%           10.92%
Number of accumulation units
 outstanding at end of period                   121,281         82,568        1,660,304



<CAPTION>
                                      1993            1992             1991          1990           1989
                                 ------------- ------------------ ------------- -------------- -------------
<S>                               <C>              <C>             <C>           <C>            <C>
AETNA INDEX PLUS MID
CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INDEX PLUS SMALL
CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INTERNATIONAL VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA LEGACY VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA MONEY MARKET VP
Value at beginning of period      $    10.048      $  33.812       $    32.138   $     30.012   $    27.783
Value at end of period            $    10.241      $  10.048(9)    $    33.812   $     32.138   $    30.012
Increase (decrease) in value of
 accumulation unit(1)                    1.92%              (9)           5.21%          7.08%         8.02%
Number of accumulation units
 outstanding at end of period       2,766,044            825         8,430,082     10,220,110     8,286,033
AETNA REAL ESTATE
SECURITIES VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA SMALL
COMPANY VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA VALUE
OPPORTUNITY VP
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
CALVERT SOCIAL
BALANCED PORTFOLIO
Value at beginning of period      $    10.278      $  10.000(10)
Value at end of period            $    11.036      $  10.278
Increase (decrease) in value of
 accumulation unit(1)                    7.37%          2.78%
Number of accumulation units
 outstanding at end of period         144,168          2,556
FIDELITY VIP EQUITY-
INCOME PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
</TABLE>


                                                                             111
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                    1998        1997         1996            1995
                                 ---------- ------------ ------------ -----------------
<S>                              <C>         <C>          <C>            <C>
FIDELITY VIP GROWTH
PORTFOLIO
Value at beginning of period     $13.972     $  11.423    $  10.066      $  10.000(2)
Value at end of period                       $  13.972    $  11.423      $  10.066
Increase (decrease) in value of
 accumulation unit(1)                            22.31%       13.48%          0.66%
Number of accumulation units
 outstanding at end of period                  176,877      135,704      1,833,794
FIDELITY VIP OVERSEAS
PORTFOLIO
Value at beginning of period     $12.328     $  11.157    $   9.961      $  10.000(2)
Value at end of period                       $  12.328    $  11.157      $   9.961
Increase (decrease) in value of
 accumulation unit(1)                            10.50%       12.01%         (0.39)%
Number of accumulation units
 outstanding at end of period                   40,516       29,108        196,090
FIDELITY VIP II
CONTRAFUND PORTFOLIO
Value at beginning of period     $15.343     $  12.477    $  10.397      $  10.000(2)
Value at end of period                       $  15.343    $  12.477      $  10.397
Increase (decrease) in value of
 accumulation unit(1)                            22.97%       20.01%          3.97%
Number of accumulation units
 outstanding at end of period                  320,226      175,463      2,116,732
JANUS ASPEN AGGRESSIVE
GROWTH PORTFOLIO
Value at beginning of period     $15.878     $  14.227    $  13.322      $  10.581
Value at end of period                       $  15.878    $  14.227      $  13.322
Increase (decrease) in value of
 accumulation unit(1)                            11.60%        6.80%         25.91%
Number of accumulation units
 outstanding at end of period                  211,783      171,747      4,887,060
JANUS ASPEN BALANCED
PORTFOLIO
Value at beginning of period     $15.084     $  12.472    $  10.850      $  10.000(2)
Value at end of period                       $  15.084    $  12.472      $  10.850
Increase (decrease) in value of
 accumulation unit(1)                            20.95%       14.94%          8.50%
Number of accumulation units
 outstanding at end of period                   58,999       29,198         93,304
JANUS ASPEN FLEXIBLE
INCOME PORTFOLIO
Value at beginning of period     $14.442     $  13.046    $  12.077      $   9.873
Value at end of period                       $  14.442    $  13.046      $  12.077
Increase (decrease) in value of
 accumulation unit(1)                            10.70%        8.02%         22.33%
Number of accumulation units
 outstanding at end of period                   11,145        9,054        315,361
JANUS ASPEN GROWTH
PORTFOLIO
Value at beginning of period     $15.489     $  12.739    $  10.870      $  10.000(2)
Value at end of period                       $  15.489    $  12.739      $  10.870
Increase (decrease) in value of
 accumulation unit(1)                            21.59%       17.19%          8.70%
Number of accumulation units
 outstanding at end of period                   86,733       67,001        259,196
JANUS ASPEN WORLDWIDE
GROWTH PORTFOLIO
Value at beginning of period     $16.800     $  13.885    $  10.877      $  10.000(2)
Value at end of period                       $  16.800    $  13.885      $  10.877
Increase (decrease) in value of
 accumulation unit(1)                            21.00%       27.66%          8.77%
Number of accumulation units
 outstanding at end of period                  586,164      241,823      1,036,040
LEXINGTON NATURAL
RESOURCES TRUST
Value at beginning of period     $15.616     $  14.713    $  11.720      $  10.154
Value at end of period                       $  15.616    $  14.713      $  11.720
Increase (decrease) in value of
 accumulation unit(1)                             6.14%       25.54%         15.42%
Number of accumulation units
 outstanding at end of period                   72,475       43,665        711,892



<CAPTION>
                                        1994            1993            1992         1991   1990   1989
                                 ------------------ ------------ ------------------ ------ ------ -----
<S>                                  <C>             <C>             <C>             <C>    <C>    <C>
FIDELITY VIP GROWTH
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
FIDELITY VIP OVERSEAS
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
FIDELITY VIP II
CONTRAFUND PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
JANUS ASPEN AGGRESSIVE
GROWTH PORTFOLIO
Value at beginning of period         $  10.000(11)
Value at end of period               $  10.581
Increase (decrease) in value of
 accumulation unit(1)                     5.81%
Number of accumulation units
 outstanding at end of period          753,862
JANUS ASPEN BALANCED
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
JANUS ASPEN FLEXIBLE
INCOME PORTFOLIO
Value at beginning of period         $  10.000(11)
Value at end of period               $   9.873
Increase (decrease) in value of
 accumulation unit(1)                    (1.27)%
Number of accumulation units
 outstanding at end of period           28,543
JANUS ASPEN GROWTH
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
JANUS ASPEN WORLDWIDE
GROWTH PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
LEXINGTON NATURAL
RESOURCES TRUST
Value at beginning of period         $  10.877       $   9.832       $  10.000(10)
Value at end of period               $  10.154       $  10.877       $   9.832
Increase (decrease) in value of
 accumulation unit(1)                    (6.65)%         10.63%          (1.68)%
Number of accumulation units
 outstanding at end of period          703,676         135,614             561
</TABLE>



112
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                    1998            1997          1996   1995   1994   1993   1992   1991   1990   1989
                                 ---------- -------------------- ------ ------ ------ ------ ------ ------ ------ -----
<S>                              <C>            <C>               <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
OPPENHEIMER GLOBAL
SECURITIES FUND
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
OPPENHEIMER STRATEGIC
BOND FUND
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
PORTFOLIO PARTNERS
MFS EMERGING EQUITIES
PORTFOLIO
Value at beginning of period     $14.999        $  15.183
Value at end of period                          $  14.999
Increase (decrease) in value of
 accumulation unit(1)                               (1.21)%(12)
Number of accumulation units
 outstanding at end of period                     586,517
PORTFOLIO PARTNERS
MFS RESEARCH GROWTH
PORTFOLIO
Value at beginning of period     $13.862        $  14.131
Value at end of period                          $  13.862
Increase (decrease) in value of
 accumulation unit(1)                               (1.90)%(12)
Number of accumulation units
 outstanding at end of period                     317,033
PORTFOLIO PARTNERS
MFS VALUE EQUITY
PORTFOLIO
Value at beginning of period     $19.384        $  19.102
Value at end of period                          $  19.384
Increase (decrease) in value of
 accumulation unit(1)                                1.47%(12)
Number of accumulation units
 outstanding at end of period                      84,592
PORTFOLIO PARTNERS
SCUDDER INTERNATIONAL
GROWTH PORTFOLIO
Value at beginning of period     $17.068        $  16.853
Value at end of period                          $  17.068
Increase (decrease) in value of
 accumulation unit(1)                                1.28%(12)
Number of accumulation units
 outstanding at end of period                     273,402
PORTFOLIO PARTNERS
T. ROWE PRICE GROWTH
EQUITY PORTFOLIO
Value at beginning of period     $14.470        $  14.176
Value at end of period                          $  14.470
Increase (decrease) in value of
 accumulation unit(1)                                2.07%(12)
Number of accumulation units
 outstanding at end of period                     227,469
</TABLE>

- -----------------
(1) The above figures are calculated by subtracting the beginning accumulation
    unit value from the ending accumulation unit value, and dividing the result
    by the beginning accumulation unit value. These figures do not reflect the
    early withdrawal charges or the fixed dollar annual maintenance fee, if any.
    Inclusion of these charges would reduce the investment results shown.
(2) Reflects less than a full year of performance activity. The initial
    accumulation unit value was established at $10.000 during August 1995, when
    the fund became available under the contract.
(3) The accumulation unit value was converted to $10.000 on August 21, 1992 upon
    the commencement of a new administrative system. Immediately prior to that
    date, the accumulation unit value of the fund was $13.118. On the date of
    conversion, additional units were issued so that account values were not
    changed as a result of the conversion. The percentage change in the
    accumulation unit value from the beginning of the year to the date of
    conversion was 2.99%; the percentage change in the accumulation unit value
    from the date of conversion to the end of the year was 1.89%.


                                                                             113
<PAGE>

 (4) The initial accumulation unit value was established at $10.000 on June 23,
     1989, the date on which the fund commenced operations.
 (5) The accumulation unit value was converted to $10.000 on August 21, 1992
     upon the commencement of a new administrative system. Immediately prior to
     that date, the accumulation unit value of the fund was $38.521. On the date
     of conversion, additional units were issued so that account values were not
     changed as a result of the conversion. The percentage change in the
     accumulation unit value from the beginning of the year to the date of
     conversion was 4.70%; the percentage change in the accumulation unit value
     from the date of conversion to the end of the year was 0.68%.
 (6) Reflects less than a full year of performance activity. Funds were first
     received in this option during December 1997.
 (7) The accumulation unit value was converted to $10.000 on August 21, 1992
     upon the commencement of a new administrative system. Immediately prior to
     that date, the accumulation unit value of the fund was $97.817. On the date
     of conversion, additional units were issued so that account values were not
     changed as a result of the conversion. The percentage change in the
     accumulation unit value from the beginning of the year to the date of
     conversion was 0.67%; the percentage change in the accumulation unit value
     from the date of conversion to the end of the year was 4.54%.
 (8) Reflects less than a full year of performance activity. The initial
     accumulation unit value was established during August 1996 when the
     portfolio became available under the contract, when funds were first
     received in this option or when the applicable daily asset charge was first
     utilized.
 (9) The accumulation unit value was converted to $10.000 on August 21, 1992
     upon the commencement of a new administrative system. Immediately prior to
     that date, the accumulation unit value of the fund was $34.397. On the date
     of conversion, additional units were issued so that account values were not
     changed as a result of the conversion. The percentage change in the
     accumulation unit value from the beginning of the year to the date of
     conversion was 1.73%; the percentage change in the accumulation unit value
     from the date of conversion to the end of the year was 0.48%.
(10) The initial accumulation unit value was established at $10.000 on August
     21, 1992, the date on which the fund/Portfolio became available under the
     contract.
(11) The initial accumulation unit value was established at $10.000 during
     October 1994, when the funds were first received in this option.
(12) Reflects less than a full year of performance activity. Funds were first
     received in this option during November 1997.

114
<PAGE>

                        Condensed Financial Information
- --------------------------------------------------------------------------------
                                   TABLE XV

    FOR DEFERRED COMPENSATION CONTRACTS WITH TOTAL SEPARATE ACCOUNT CHARGES
               OF 0.95% EFFECTIVE ON OR AFTER DECEMBER 16, 1996
   (Selected data for accumulation units outstanding throughout each period)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The condensed financial information presented below for each of the periods in
the ten-year period ended December 31, 1998 (as applicable), is derived from the
financial statements of the separate account, which have been audited by
_____________, independent auditors. The financial statements and the
independent auditors' report thereon for the year ended December 31, 1998 are
included in the Statement of Additional Information. The accumulation unit
values and the percentage change in the value of an accumulation unit reflect a
mortality and expense risk charge of 1.25% until December 16, 1996, when the
mortality and expense risk charge was reduced to 0.95% during the accumulation
phase. It will increase to 1.25% during the income phase. The class of
accumulation unit value shown below may also be used for contracts with 0.95%
total separate account charges issued after December 16, 1996; however, the
condensed financial information for periods prior to December 16, 1996 will not
be applicable.



<TABLE>
<CAPTION>
                                    1998          1997            1996             1995
                                 ---------- ---------------- ------------- -------------------
<S>                              <C>           <C>            <C>             <C>
AETNA ASCENT VP
Value at beginning of period     $15.471       $  13.027      $    10.673     $     10.000(2)
Value at end of period                         $  15.471      $    13.027     $     10.673
Increase (decrease) in value of
 accumulation unit(1)                              18.76%           22.06%            6.73%
Number of accumulation units
 outstanding at end of period                     86,255           32,497          393,053
AETNA BALANCED VP, INC.
Value at beginning of period     $18.870       $  15.553      $    13.673     $     10.868
Value at end of period                         $  18.870      $    15.553     $     13.673
Increase (decrease) in value of
 accumulation unit(1)                              21.33%           13.75%           25.81%
Number of accumulation units
 outstanding at end of period                  1,144,876          270,688       38,152,395
AETNA BOND VP
Value at beginning of period     $13.279       $  12.379      $    12.098     $     10.360
Value at end of period                         $  13.279      $    12.379     $     12.098
Increase (decrease) in value of
 accumulation unit(1)                               7.28%            2.31%           16.78%
Number of accumulation units
 outstanding at end of period                    553,279          159,594       21,379,976
AETNA CROSSROADS VP
Value at beginning of period     $14.501       $  12.452      $    10.612     $     10.000(2)
Value at end of period                         $  14.501      $    12.452     $     10.612
Increase (decrease) in value of
 accumulation unit(1)                              16.46%           17.34%            6.12%
Number of accumulation units
 outstanding at end of period                    101,836            9,415          294,673
AETNA GROWTH VP
Value at beginning of period     $13.202       $  12.912
Value at end of period                         $  13.202
Increase (decrease) in value of
 accumulation unit(1)                               2.25%(6)
Number of accumulation units
 outstanding at end of period                          7
AETNA GROWTH AND
INCOME VP
Value at beginning of period     $22.264       $  17.304      $    14.077     $     10.778
Value at end of period                         $  22.264      $    17.304     $     14.077
Increase (decrease) in value of
 accumulation unit(1)                              28.66%           22.92%           30.61%
Number of accumulation units
 outstanding at end of period                  8,238,898        3,033,655      188,964,022
AETNA HIGH YIELD VP
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



<CAPTION>
                                        1994            1993            1992            1991           1990            1989
                                 ----------------- -------------- ---------------- -------------- -------------- ----------------
<S>                                <C>              <C>              <C>           <C>            <C>              <C>
AETNA ASCENT VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA BALANCED VP, INC.
Value at beginning of period       $     11.057     $     10.189     $  12.736      $     10.896   $     10.437    $   10.000(4)
Value at end of period             $     10.868     $     11.057     $  10.189(3)   $     12.736   $     10.896    $   10.437
Increase (decrease) in value of
 accumulation unit(1)                     (1.71)%           8.52%             (3)          16.89%          4.40%         4.37%
Number of accumulation units
 outstanding at end of period        23,139,604       11,368,365        11,508        22,898,099     17,078,985     9,535,986
AETNA BOND VP
Value at beginning of period       $     10.905     $     10.068     $  36.789      $     31.192   $     28.943    $   25.574
Value at end of period             $     10.360     $     10.905     $  10.068(5)   $     36.789   $     31.192    $   28.943
Increase (decrease) in value of
 accumulation unit(1)                     (5.00)%           8.31%             (5)          17.94%          7.77%        13.17%
Number of accumulation units
 outstanding at end of period        11,713,354        4,084,142         3,870         7,844,412      6,984,793     6,202,834
AETNA CROSSROADS VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA GROWTH VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA GROWTH AND
INCOME VP
Value at beginning of period       $     11.020     $     10.454     $  97.165      $     77.845   $     76.311    $   59.871
Value at end of period             $     10.778     $     11.020     $  10.454(7)   $     97.165   $     77.845    $   76.311
Increase (decrease) in value of
 accumulation unit(1)                     (2.20)%           5.41%             (7)          24.82%          2.01%        27.46%
Number of accumulation units
 outstanding at end of period       114,733,035       44,166,470        21,250        20,948,226     18,362,906    17,142,820
AETNA HIGH YIELD VP
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>



                                                                             115
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                    1998          1997             1996               1995
                                 ---------- --------------- ------------------ -----------------
<S>                              <C>           <C>             <C>                <C>
AETNA INDEX PLUS LARGE
CAP VP
Value at beginning of period     $14.489       $ 10.925        $  11.038(8)
Value at end of period                         $ 14.489        $  10.925
Increase (decrease) in value of
 accumulation unit(1)                             32.62%           (1.02)%(8)
Number of accumulation units
 outstanding at end of period                   293,223           23,856
AETNA INDEX PLUS MID
CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INDEX PLUS SMALL
CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INTERNATIONAL VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA LEGACY VP
Value at beginning of period     $13.534       $ 11.932        $  10.580          $   10.000(2)
Value at end of period                         $ 13.534        $  11.932          $   10.580
Increase (decrease) in value of
 accumulation unit(1)                             13.42%           12.78%               5.80%
Number of accumulation units
 outstanding at end of period                    82,178            7,543             143,637
AETNA MONEY MARKET VP
Value at beginning of period     $11.989       $ 11.475        $  11.026          $   10.528
Value at end of period                         $ 11.989        $  11.475          $   11.026
Increase (decrease) in value of
 accumulation unit(1)                              4.48%            4.07%               4.73%
Number of accumulation units
 outstanding at end of period                   477,490          179,361          12,999,680
AETNA REAL ESTATE
SECURITIES VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA SMALL
COMPANY VP
Value at beginning of period     $13.684       $ 13.248
Value at end of period                         $ 13.684
Increase (decrease) in value of
 accumulation unit(1)                              3.29%(6)
Number of accumulation units
 outstanding at end of period                     4,993
AETNA VALUE
OPPORTUNITY VP
Value at beginning of period     $13.290       $ 13.093
Value at end of period                         $ 13.290
Increase (decrease) in value of
 accumulation unit(1)                              1.50%(6)
Number of accumulation units
 outstanding at end of period                     4,910
CALVERT SOCIAL
BALANCED PORTFOLIO
Value at beginning of period     $17.896       $ 15.046        $  13.527          $   10.554
Value at end of period                         $ 17.896        $  15.046          $   13.527
Increase (decrease) in value of
 accumulation unit(1)                             18.94            11.23%              28.17%
Number of accumulation units
 outstanding at end of period                    62,328           21,317             966,098



<CAPTION>
                                      1994           1993            1992             1991          1990           1989
                                 -------------- ------------- ------------------ ------------- -------------- -------------
<S>                               <C>            <C>              <C>             <C>           <C>            <C>
AETNA INDEX PLUS LARGE
CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INDEX PLUS MID
CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INDEX PLUS SMALL
CAP VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA INTERNATIONAL VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA LEGACY VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA MONEY MARKET VP
Value at beginning of period       $   10.241    $    10.048      $  33.812       $    32.138   $     30.012   $    27.783
Value at end of period             $   10.528    $    10.241      $  10.048(9)    $    33.812   $     32.138   $    30.012
Increase (decrease) in value of
 accumulation unit(1)                    2.80%          1.92%              (9)           5.21%          7.08%         8.02%
Number of accumulation units
 outstanding at end of period       7,673,528      2,766,044            825         8,430,082     10,220,110     8,286,033
AETNA REAL ESTATE
SECURITIES VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA SMALL
COMPANY VP
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
AETNA VALUE
OPPORTUNITY VP
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
CALVERT SOCIAL
BALANCED PORTFOLIO
Value at beginning of period       $   11.036    $    10.278      $  10.000(10)
Value at end of period             $   10.554    $    11.036      $  10.278
Increase (decrease) in value of
 accumulation unit(1)                   (4.37)%         7.37%          2.78%
Number of accumulation units
 outstanding at end of period         521,141        144,168          2,556
</TABLE>



116
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                    1998        1997         1996
                                 ---------- ------------ ------------
<S>                              <C>         <C>          <C>
FIDELITY VIP EQUITY-
INCOME PORTFOLIO
Value at beginning of period     $15.887     $  12.520    $  11.092
Value at end of period                       $  15.887    $  12.520
Increase (decrease) in value of
 accumulation unit(1)                            26.90%       12.87%
Number of accumulation units
 outstanding at end of period                  114,725       27,814
FIDELITY VIP GROWTH
PORTFOLIO
Value at beginning of period     $13.948     $  11.404    $  10.066
Value at end of period                       $  13.948    $  11.404
Increase (decrease) in value of
 accumulation unit(1)                            22.31%       13.29%
Number of accumulation units
 outstanding at end of period                  191,151       60,491
FIDELITY VIP OVERSEAS
PORTFOLIO
Value at beginning of period     $12.308     $  11.138    $   9.961
Value at end of period                       $  12.308    $  11.138
Increase (decrease) in value of
 accumulation unit(1)                            10.50%       11.82%
Number of accumulation units
 outstanding at end of period                   19,949        2,023
FIDELITY VIP II
CONTRAFUND PORTFOLIO
Value at beginning of period     $15.318     $  12.457    $  10.397
Value at end of period                       $  15.318    $  12.457
Increase (decrease) in value of
 accumulation unit(1)                            22.97%       19.81%
Number of accumulation units
 outstanding at end of period                  263,159       41,394
JANUS ASPEN AGGRESSIVE
GROWTH PORTFOLIO
Value at beginning of period     $15.851     $  14.204    $  13.322
Value at end of period                       $  15.851    $  14.204
Increase (decrease) in value of
 accumulation unit(1)                            11.60%        6.62%
Number of accumulation units
 outstanding at end of period                  294,623      122,154
JANUS ASPEN BALANCED
PORTFOLIO
Value at beginning of period     $15.059     $  12.451    $  10.850
Value at end of period                       $  15.059    $  12.451
Increase (decrease) in value of
 accumulation unit(1)                            20.95%       14.75%
Number of accumulation units
 outstanding at end of period                   78,052       12,340
JANUS ASPEN FLEXIBLE
INCOME PORTFOLIO
Value at beginning of period     $14.418     $  13.024    $  12.077
Value at end of period                       $  14.418    $  13.024
Increase (decrease) in value of
 accumulation unit(1)                            10.70%        7.85%
Number of accumulation units
 outstanding at end of period                   13,587        3,861
JANUS ASPEN GROWTH
PORTFOLIO
Value at beginning of period     $15.463     $  12.718    $  10.870
Value at end of period                       $  15.463    $  12.718
Increase (decrease) in value of
 accumulation unit(1)                            21.59%       16.99%
Number of accumulation units
 outstanding at end of period                   93,386       29,696
JANUS ASPEN WORLDWIDE
GROWTH PORTFOLIO
Value at beginning of period     $16.773     $  13.862    $  10.877
Value at end of period                       $  16.773    $  13.862
Increase (decrease) in value of
 accumulation unit(1)                            21.00%       27.45%
Number of accumulation units
 outstanding at end of period                  538,281      124,749



<CAPTION>
                                        1995              1994         1993   1992   1991   1990   1989
                                 ----------------- ------------------ ------ ------ ------ ------ -----
<S>                                 <C>                <C>             <C>    <C>    <C>    <C>    <C>
FIDELITY VIP EQUITY-
INCOME PORTFOLIO
Value at beginning of period        $  10.000(2)
Value at end of period              $  11.092
Increase (decrease) in value of
 accumulation unit(1)                   10.92%
Number of accumulation units
 outstanding at end of period       1,660,304
FIDELITY VIP GROWTH
PORTFOLIO
Value at beginning of period        $  10.000(2)
Value at end of period              $  10.066
Increase (decrease) in value of
 accumulation unit(1)                    0.66%
Number of accumulation units
 outstanding at end of period       1,833,794
FIDELITY VIP OVERSEAS
PORTFOLIO
Value at beginning of period        $  10.000(2)
Value at end of period              $   9.961
Increase (decrease) in value of
 accumulation unit(1)                   (0.39)%
Number of accumulation units
 outstanding at end of period         196,090
FIDELITY VIP II
CONTRAFUND PORTFOLIO
Value at beginning of period        $  10.000(2)
Value at end of period              $  10.397
Increase (decrease) in value of
 accumulation unit(1)                    3.97%
Number of accumulation units
 outstanding at end of period       2,116,732
JANUS ASPEN AGGRESSIVE
GROWTH PORTFOLIO
Value at beginning of period        $  10.581          $  10.000(11)
Value at end of period              $  13.322          $  10.581
Increase (decrease) in value of
 accumulation unit(1)                   25.91%              5.81%
Number of accumulation units
 outstanding at end of period       4,887,060            753,862
JANUS ASPEN BALANCED
PORTFOLIO
Value at beginning of period        $  10.000(2)
Value at end of period              $  10.850
Increase (decrease) in value of
 accumulation unit(1)                    8.50%
Number of accumulation units
 outstanding at end of period          93,304
JANUS ASPEN FLEXIBLE
INCOME PORTFOLIO
Value at beginning of period        $   9.873          $  10.000(11)
Value at end of period              $  12.077          $   9.873
Increase (decrease) in value of
 accumulation unit(1)                   22.33%             (1.27)%
Number of accumulation units
 outstanding at end of period         315,361             28,543
JANUS ASPEN GROWTH
PORTFOLIO
Value at beginning of period        $  10.000(2)
Value at end of period              $  10.870
Increase (decrease) in value of
 accumulation unit(1)                    8.70%
Number of accumulation units
 outstanding at end of period         259,196
JANUS ASPEN WORLDWIDE
GROWTH PORTFOLIO
Value at beginning of period        $  10.000(2)
Value at end of period              $  10.877
Increase (decrease) in value of
 accumulation unit(1)                    8.77%
Number of accumulation units
 outstanding at end of period       1,036,040
</TABLE>


                                                                             117
<PAGE>

                  Condensed Financial Information (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                    1998            1997             1996         1995
                                 ---------- -------------------- ------------ ------------
<S>                              <C>            <C>                <C>         <C>
LEXINGTON NATURAL
RESOURCES TRUST
Value at beginning of period     $15.590        $   14.688         $ 11.720    $  10.154
Value at end of period                          $   15.590         $ 14.688    $  11.720
Increase (decrease) in value of
 accumulation unit(1)                                 6.14%           25.33%       15.42%
Number of accumulation units
 outstanding at end of period                      103,604           10,977      711,892
OPPENHEIMER GLOBAL
SECURITIES FUND
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
OPPENHEIMER STRATEGIC
BOND FUND
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
PORTFOLIO PARTNERS
MFS EMERGING EQUITIES
PORTFOLIO
Value at beginning of period     $14.974        $   15.158
Value at end of period                          $   14.974
Increase (decrease) in value of
 accumulation unit(1)                                (1.21)%(12)
Number of accumulation units
 outstanding at end of period                      703,653
PORTFOLIO PARTNERS
MFS RESEARCH GROWTH
PORTFOLIO
Value at beginning of period     $13.839        $   14.108
Value at end of period                          $   13.839
Increase (decrease) in value of
 accumulation unit(1)                                (1.90)%(12)
Number of accumulation units
 outstanding at end of period                      627,658
PORTFOLIO PARTNERS
MFS VALUE EQUITY
PORTFOLIO
Value at beginning of period     $19.352        $   19.071
Value at end of period                          $   19.352
Increase (decrease) in value of
 accumulation unit(1)                                 1.47%(12)
Number of accumulation units
 outstanding at end of period                      206,191
PORTFOLIO PARTNERS
MFS SCUDDER
INTERNATIONAL GROWTH
PORTFOLIO
Value at beginning of period     $17.040        $   16.825
Value at end of period                          $   17.040
Increase (decrease) in value of
 accumulation unit(1)                                 1.28%(12)
Number of accumulation units
 outstanding at end of period                      457,354
PORTFOLIO PARTNERS
T. ROWE PRICE GROWTH
EQUITY PORTFOLIO
Value at beginning of period                    $   14.153
Value at end of period                          $   14.445
Increase (decrease) in value of
 accumulation unit(1)                                 2.07%(12)
Number of accumulation units
 outstanding at end of period                      200,374



<CAPTION>
                                      1994         1993            1992         1991   1990   1989
                                 ------------- ------------ ------------------ ------ ------ -----
<S>                                <C>          <C>             <C>              <C>    <C>    <C>
LEXINGTON NATURAL
RESOURCES TRUST
Value at beginning of period       $ 10.877     $   9.832       $  10.000(10)
Value at end of period             $ 10.154     $  10.877       $   9.832
Increase (decrease) in value of
 accumulation unit(1)                 (6.65)%       10.63%          (1.68)%
Number of accumulation units
 outstanding at end of period       703,676       135,614             561
OPPENHEIMER GLOBAL
SECURITIES FUND
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
OPPENHEIMER STRATEGIC
BOND FUND
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
PORTFOLIO PARTNERS
MFS EMERGING EQUITIES
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
PORTFOLIO PARTNERS
MFS RESEARCH GROWTH
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
PORTFOLIO PARTNERS
MFS VALUE EQUITY
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
PORTFOLIO PARTNERS
MFS SCUDDER
INTERNATIONAL GROWTH
PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
PORTFOLIO PARTNERS
T. ROWE PRICE GROWTH
EQUITY PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
</TABLE>

- -----------------
(1) The above figures are calculated by subtracting the beginning accumulation
    unit value from the ending accumulation unit value, and dividing the result
    by the beginning accumulation unit value. These figures do not reflect the
    early withdrawal charges or the fixed dollar annual maintenance fee, if any.
    Inclusion of these charges would reduce the investment results shown.
(2) Reflects less than a full year of performance activity. The initial
    accumulation unit value was established at $10.000 during August 1995, when
    the fund became available under the contract.


118
<PAGE>

 (3) The accumulation unit value was converted to $10.000 on August 21, 1992
     upon the commencement of a new administrative system. Immediately prior to
     that date, the accumulation unit value of the fund was $13.118. On the date
     of conversion, additional units were issued so that account values were not
     changed as a result of the conversion. The percentage change in the
     accumulation unit value from the beginning of the year to the date of
     conversion was 2.99%; the percentage change in the accumulation unit value
     from the date of conversion to the end of the year was 1.89%.
 (4) The initial accumulation unit value was established at $10.000 on June 23,
     1989, the date on which the fund commenced operations.
 (5) The accumulation unit value was converted to $10.000 on August 21, 1992
     upon the commencement of a new administrative system. Immediately prior to
     that date, the accumulation unit value of the fund was $38.521. On the date
     of conversion, additional units were issued so that account values were not
     changed as a result of the conversion. The percentage change in the
     accumulation unit value from the beginning of the year to the date of
     conversion was 4.70%; the percentage change in the accumulation unit value
     from the date of conversion to the end of the year was 0.68%.
 (6) Reflects less than a full year of performance activity. Funds were first
     received in this option during December 1997.
 (7) The accumulation unit value was converted to $10.000 on August 21, 1992
     upon the commencement of a new administrative system. Immediately prior to
     that date, the accumulation unit value of the fund was $97.817. On the date
     of conversion, additional units were issued so that account values were not
     changed as a result of the conversion. The percentage change in the
     accumulation unit value from the beginning of the year to the date of
     conversion was 0.67%; the percentage change in the accumulation unit value
     from the date of conversion to the end of the year was 4.54%.
 (8) Reflects less than a full year of performance activity. The initial
     accumulation unit value was established during December 1996 when the
     portfolio became available under the contract, when funds were first
     received in this option or when the applicable daily asset charge was first
     utilized.
 (9) The accumulation unit value was converted to $10.000 on August 21, 1992
     upon the commencement of a new administrative system. Immediately prior to
     that date, the accumulation unit value of the fund was $34.397. On the date
     of conversion, additional units were issued so that account values were not
     changed as a result of the conversion. The percentage change in the
     accumulation unit value from the beginning of the year to the date of
     conversion was 1.73%; the percentage change in the accumulation unit value
     from the date of conversion to the end of the year was 0.48%.
(10) The initial accumulation unit value was established at $10.000 on August
     21, 1992, the date on which the Fund/Portfolio became available under the
     contract.
(11) The initial accumulation unit value was established at $10.000 during
     October 1994, when the funds were first received in this option.
(12) Reflects less than a full year of performance activity. Funds were first
     received in this option during November 1997.

                                                                             119
<PAGE>

                         For Master Applications Only
- --------------------------------------------------------------------------------
I hereby acknowledge receipt of an Account C prospectus dated May 3, 1999, as
well as all current prospectuses for the funds available under the Contracts.

___  Please send an Account C Statement of Additional Information (Form No.
SAI.01107-99) dated May 3, 1999.
- --------------------------------------------------------------------------------
                          CONTRACT HOLDER'S SIGNATURE



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

PROS.01107-99

120


<PAGE>

- --------------------------------------------------------------------------------
                           VARIABLE ANNUITY ACCOUNT C
                                       OF
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY
- --------------------------------------------------------------------------------

              Statement of Additional Information dated May 3, 1999


This Statement of Additional Information is not a prospectus and should be read
in conjunction with the current prospectus dated May 3, 1999. The contracts
offered in connection with the prospectus are group or individual deferred
variable annuity contracts funded through Variable Annuity Account C (the
"separate account").

A free prospectus is available upon request from the local Aetna Life Insurance
and Annuity Company office or by writing to or calling:


                    Aetna Life Insurance and Annuity Company
                                Customer Service
                              151 Farmington Avenue
                           Hartford, Connecticut 06156
                                 1-800-525-4225


Read the prospectus before you invest. Unless otherwise indicated, terms used in
this Statement of Additional Information shall have the same meaning as in the
prospectus.


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                    Page
<S>                                                                                <C>
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
Income Phase Payments...........................................................     7
Sales Material and Advertising..................................................     8
Independent Auditors............................................................     8
Financial Statements of the Separate Account....................................   S-1
Financial Statements of Aetna Life Insurance and Annuity Company................   F-1
</TABLE>
<PAGE>

                         GENERAL INFORMATION AND HISTORY

   
Aetna Life Insurance and Annuity Company (the "Company," we, us, our) 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, 1998, the Company
(ALIAC) had $____ billion invested through its products, including $____ billion
in its separate accounts (of which the Company or an affiliate oversees the
management of $____ billion) and $___ billion in its mutual funds offered
outside of its separate accounts. The Company is ranked among the top _% of all
U.S. life insurance companies based on assets as of December 31, 1998. The
Company is an indirect wholly owned subsidiary of Aetna Inc. The Company is
engaged in the business of issuing life insurance policies and annuity
contracts. Our 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 a registered investment adviser under the
Investment Advisers Act of 1940, and a registered broker-dealer under the
Securities Exchange Act of 1934. We provide 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 charge and administrative expense
charge described in the prospectus, all expenses incurred in the operations of
the separate account are borne by the Company. (See "Fees" in the
prospectus.) We receive reimbursement for certain administrative costs from some
advisers of the funds used as funding options under the contract. These fees
generally range up to 0.425%.

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

   
From this point forward, the term "contract(s)" refers only to those offered
through the prospectus.
    

                           VARIABLE ANNUITY ACCOUNT C

Variable Annuity Account C 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.
Payments to accounts under the contract may be allocated to one or more of the
subaccounts. Each subaccount invests in the shares of only one of the funds
listed below. We may make additions to, deletions from or substitutions of
available investment options as permitted by law and subject to the conditions
of the contract. The availability of the funds is subject to applicable
regulatory authorization. Not all funds are available in all jurisdictions,
under all contracts, or under all plans.

                                       2
<PAGE>

   
<TABLE>
<S>                                                                  <C>
The funds currently available under the contract are as follows:
o  Aetna Ascent VP                                                   o  AIM V.I. Value Fund
o  Aetna Balanced VP, Inc.                                           o  Calvert Social Balanced Portfolio
o  Aetna Income Shares d/b/a Aetna Bond VP                           o  Fidelity VIP Equity-Income Portfolio
o  Aetna Crossroads VP                                               o  Fidelity VIP Growth Portfolio
o  Aetna Growth VP                                                   o  Fidelity VIP Overseas Portfolio
o  Aetna Variable Fund d/b/a Aetna Growth and Income VP              o  Fidelity VIP II Contrafund Portfolio
o  Aetna High Yield VP                                               o  Janus Aspen Aggressive Growth Portfolio
o  Aetna Index Plus Large Cap VP                                     o  Janus Aspen Balanced Portfolio
o  Aetna Index Plus Mid Cap VP                                       o  Janus Aspen Flexible Income Portfolio
o  Aetna Index Plus Small Cap VP                                     o  Janus Aspen Growth Portfolio
o  Aetna International VP                                            o  Janus Aspen Worldwide Growth Portfolio
o  Aetna Legacy VP                                                   o  Lexington Natural Resources Trust*
o  Aetna Variable Encore Fund d/b/a Aetna Money Market VP            o  Oppenheimer Global Securities Fund
o  Aetna Real Estate Securities VP                                   o  Oppenheimer Strategic Bond Fund
o  Aetna Small Company VP                                            o  Portfolio Partners MFS  Emerging Equities Portfolio
o  Aetna Value Opportunity VP                                        o  Portfolio Partners MFS Research Growth Portfolio
o  AIM V.I. Capital Appreciation Fund                                o  Portfolio Partners MFS Value Equity Portfolio
o  AIM V.I. Growth Fund                                              o  Portfolio Partners Scudder International Growth Portfolio
o  AIM V.I. Growth and Income Fund                                   o  Portfolio Partners T. Rowe Price Growth Equity Portfolio
</TABLE>
    

* Transfers or deposits are not allowed into the subaccount investing in this
  fund, except from accounts established under the contract before May 1, 1998.
  As soon as all those who have current allocations to the subaccount under the
  contract have redirected their allocations to other investment options, we
  will close the subaccount to all investments (except loan repayments that we
  automatically deposit into the subaccount according to our loan repayment
  procedures).

A complete description of each of the funds, including their investment
objectives, policies, risks and fees and expenses, is contained in the
prospectus and statement 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 under the prospectus. We offer the contracts through life
insurance agents licensed to sell variable annuities who are registered
representatives of the Company or of other registered broker-dealers who have
sales agreements with the Company. The offering of the contracts is continuous.
A description of the manner in which contracts are purchased may be found in the
prospectus under the sections titled "Contract Ownership and Rights" and "Your
Account Value."

                                PERFORMANCE DATA
General

From time to time, we may advertise different types of historical performance
for the subaccounts of the separate account available under the contracts. We
may advertise the "standardized average annual total returns," calculated in a
manner prescribed by the Securities and Exchange Commission (the "standardized
total return"), as well as the "non-standardized total return," 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 payment of $1,000 is
applied to the various subaccounts under the contract, and then related to the
ending redeemable values over one, five and ten year periods (or fractional
periods thereof). The redeemable value is then divided by the initial investment
and this quotient is taken to the Nth root (N represents the number of years in
the period) and 1 is subtracted from the result which is then expressed as a
percentage, carried to at least the nearest hundredth of a percent. The
standardized figures use the actual returns of the fund since the date
contributions were first received in the fund under the separate account and
then adjust them to reflect the deduction of all recurring charges under the
contracts during each period (e.g., mortality and expense risk charges,
administrative expense charges, maintenance fees and early withdrawal charges).
These

                                       3
<PAGE>

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 total
return figures shown below may be different from the actual historical total
return under your contract because for periods prior to 1994, the subaccount's
investment performance reflected the investment performance of the underlying
fund plus any cash held by the subaccount.

   
The non-standardized total return figures will be calculated in a similar
manner, except that they will not reflect the deduction of any applicable early
withdrawal charge, and in some advertisements will also exclude the effect of
any applicable maintenance fee. The deduction of the early withdrawal charge and
the maintenance fee 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, and may include returns
calculated from the fund's inception date and/or the date contributions were
first received in the fund under the separate account. The non-standardized
returns shown in the tables below reflect the deduction of all charges under the
contract except the early withdrawal charge. The maximum maintenance fee has
been deducted for the purposes of calculating the returns.
    

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

Average Annual Total Return Quotations - Standardized and Non-Standardized

   
The tables below reflect the average annual standardized and non-standardized
total return quotation figures for the periods ended December 31, 1998 for the
subaccounts under the contracts. The standardized returns (Table A) assume the
maximum mortality and expense risk charge of 1.25%, administrative expense
charge of 0.25%, maximum maintenance fee of $20 and early withdrawal charges
corresponding to Schedule I in the prospectus that is based on completed payment
periods. The non-standardized returns (Table B) assume the same charges but do
not include the early withdrawal charges. We may also advertise returns based on
other fee schedules that apply to a particular contract. These fee schedules may
result in higher returns than those shown.
    

For the subaccounts funded by the Portfolio Partners portfolios, two sets of
performance returns are shown for each subaccount: one showing performance based
solely on the performance of the Portfolio Partners portfolio from November 28,
1997, the date the Portfolio commenced operations; and one quotation based on
(a) performance through November 26, 1997 of the fund it replaced under many
contracts and; (b) after November 26, 1997, based on the performance of the
Portfolio Partners portfolio.

For those subaccounts where results are not available for the full calendar
period indicated, performance for such partial periods is shown in the column
labeled "Since Inception." For standardized performance, the "Since Inception"
column shows the average annual return since the date contributions were first
received in the fund under the separate account. For non-standardized
performance, the "Since Inception" column shows average annual total return
since the fund's inception date.

                                       4
<PAGE>

   
<TABLE>
<CAPTION>
                                                                  TABLE A
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                         Date
                                                                                                                     Contributions
                                                                                                                        First
                       ($20 Maintenance Fee)                                         STANDARDIZED                      Received
                                                                                                                      Under the
                                                                                                                       Separate
                                                                                                                       Account
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                         Since
                             SUBACCOUNT                                 1 Year    5 Year    10 Year    Inception*
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>       <C>       <C>        <C>             <C>
Aetna Ascent VP                                                                                                        07/31/95
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Balanced VP, Inc.                                                                                                04/03/89
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Bond VP(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads VP                                                                                                    07/04/95
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Growth VP                                                                                                        05/30/97
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Growth and Income VP(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Index Plus Large Cap VP                                                                                          10/31/96
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Legacy VP                                                                                                        07/31/95
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Money Market VP(1)(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Small Company VP                                                                                                 05/30/97
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Value Opportunity VP                                                                                             05/30/97
- ------------------------------------------------------------------------------------------------------------------------------------
Calvert Social Balanced Portfolio                                                                                      05/31/89
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio                                                                                   05/31/94
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio                                                                                          05/31/94
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio                                                                                        05/31/94
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio                                                                                   05/31/95
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio                                                                                06/30/94
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio                                                                                         06/30/95
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio                                                                                  10/31/94
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                                                                                           06/30/95
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio                                                                                 05/31/95
- ------------------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust                                                                                      10/14/91
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Emerging Equities Portfolio                                                                     11/28/97
- ------------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap/Portfolio Partners MFS Emerging Equities(3)                                                   09/30/93
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Research Growth Portfolio                                                                       11/28/97
- ------------------------------------------------------------------------------------------------------------------------------------
American Century VP Capital Appreciation/Portfolio Partners MFS
  Research Growth(3)                                                                                                   08/31/92
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Value Equity Portfolio                                                                          11/28/97
- ------------------------------------------------------------------------------------------------------------------------------------
Neuberger Berman AMT Growth/Portfolio Partners MFS Value Equity(3)                                                     05/31/89
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners Scudder International Growth Portfolio                                                              11/28/97
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio Class A/Portfolio Partners Scudder
  International Growth(3)                                                                                              07/31/89
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners T. Rowe Price Growth Equity Portfolio                                                               11/28/97
- ------------------------------------------------------------------------------------------------------------------------------------
Alger American Growth/Portfolio Partners T. Rowe Price Growth Equity                                                   10/31/94
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Please refer to the discussion preceding Table A for an explanation of the
charges included and methodology used in the standardized and non-standardized
figures. These figures represent historical performance and should not be
considered a projection of future performance.
 *  Reflects performance from the date contributions were first received in the
    fund under the separate account.
(1) These funds have been available through the separate account for more than
    ten years.
(2) The current yield for the subaccount for the 7-day period ended December
    31, 1998 (on an annualized basis) was _____%. Current yield more closely
    reflects current earnings than does total return. The current yield
    reflects the deduction of all charges under the contract that are deducted
    from the total return quotations shown above except the maximum 5% early
    withdrawal charge.
(3) The fund first listed was replaced with the applicable Portfolio Partners
    Portfolio after the close of business on November 26, 1997. The performance
    shown is based on the performance of the replaced fund until November 26,
    1997, and the performance of the applicable Portfolio Partners Portfolio
    after that date. The replaced fund may not have been available under all
    contracts. The "Date Contributions First Received Under the Separate
    Account" refers to the applicable date for the replaced fund.
    

                                       5
<PAGE>

   
<TABLE>
<CAPTION>
                                                                  TABLE B
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                            Fund
                       ($20 Maintenance Fee)                                         NON-STANDARDIZED                     Inception
                                                                                                                            Date
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                             Since
                             SUBACCOUNT                        1 Year    3 Years    5 Years    10 Years    Inception**
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>       <C>        <C>        <C>         <C>            <C>
Aetna Ascent VP                                                                                                           07/05/95
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Balanced VP, Inc.                                                                                                   04/03/89
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Bond VP(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads VP                                                                                                       07/05/95
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Growth VP                                                                                                           12/13/96
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Growth and Income VP(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Index Plus Large Cap VP                                                                                             09/16/96
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Legacy VP                                                                                                           07/05/95
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Money Market VP(1)(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Small Company VP                                                                                                    12/27/96
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Value Opportunity VP                                                                                                12/13/96
- ------------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Capital Appreciation Fund                                                                                        05/05/93
- ------------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Growth Fund                                                                                                      05/05/93
- ------------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Growth and Income Fund                                                                                           05/02/94
- ------------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Value Fund                                                                                                       05/05/93
- ------------------------------------------------------------------------------------------------------------------------------------
Calvert Social Balanced Portfolio(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio                                                                                      01/03/95
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio                                                                                   09/13/93
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio                                                                                            09/13/93
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio                                                                                     09/13/93
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                                                                                              09/13/93
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio                                                                                    09/13/93
- ------------------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust                                                                                         10/14/91
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Global Securities Fund                                                                                        11/12/90
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond Fund                                                                                           05/03/93
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Emerging Equities Portfolio                                                                        11/28/97
- ------------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap/Portfolio Partners
 MFS Emerging Equities(3)                                                                                                 09/21/88
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Research Growth Portfolio                                                                          11/28/97
- ------------------------------------------------------------------------------------------------------------------------------------
American Century VP Capital Appreciation/Portfolio Partners
 MFS Research Growth(3)
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Value Equity Portfolio                                                                             11/28/97
- ------------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman AMT Growth/Portfolio Partners
 MFS Value Equity(3)
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners Scudder International Growth Portfolio                                                                 11/28/97
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio Class A/Portfolio Partners
 Scudder International Growth(3)
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners T. Rowe Price Growth Equity Portfolio                                                                  11/28/97
- ------------------------------------------------------------------------------------------------------------------------------------
Alger American Growth/Portfolio Partners
 T. Rowe Price Growth Equity(3)                                                                                           01/09/89
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Please refer to the discussion preceding Table A for an explanation of the
charges included and methodology used in the standardized and non-standardized
figures. These figures represent historical performance and should not be
considered a projection of future performance.
**  Reflects performance from the fund's inception date.
(1) These funds have been in operation for more than ten years.
(2) The current yield for the subaccount for the 7-day period ended December
    31, 1998 (on an annualized basis) was ____%. Current yield more closely
    reflects current earnings than does total return. The current yield
    reflects the deduction of all charges under the contract that are deducted
    from the total return quotations shown above. As in the table above the
    maximum 5% early withdrawal charge is not reflected.
(3) The fund first listed was replaced with the applicable Portfolio Partners
    Portfolio after the close of business on November 26, 1997. The performance
    shown is based on the performance of the replaced fund until November 26,
    1997, and the performance of the applicable Portfolio Partners Portfolio
    after that date. The replaced fund may not have been available under all
    contracts. The "Fund Inception Date" refers to the applicable date for the
    replaced fund. If no date is shown, the replaced fund has been in operation
    for more than ten years.
    

                                       6
<PAGE>

                              INCOME PHASE PAYMENTS

When you begin receiving payments under the contract during the income phase
(see "Income Phase" in the prospectus), the value of your account is determined
using accumulation unit values as of the tenth valuation before the first
payment is due. Such value (less any applicable premium tax) is applied to
provide payments to you in accordance with the payment option and investment
options elected.

The Annuity option tables found in the contract show, for each option, the
amount of the first payment for each $1,000 of value applied. Thereafter,
variable 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 payments will increase thereafter only to the extent that the net
investment rate increases by more than 5% on an annual basis. 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 income phase 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 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 to the next (see "Your Account
Value" in the prospectus); such fluctuations reflect changes in the net
investment factor for the appropriate subaccount(s) (with a ten valuation lag
which gives the Company time to process 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 income phase.

EXAMPLE:
Assume that, at the date payments are to begin, there are 3,000 accumulation
units credited under a particular contract or account and that the value of an
accumulation unit for the tenth valuation 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 payment option elected, a first monthly variable
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 upon the valuation on which the
first payment was due was $13.400000. When this value is divided into the first
monthly payment, the number of Annuity Units is determined to be 20.414. The
value of this number of Annuity Units will be paid in each subsequent month.

If the net investment factor with respect to the appropriate subaccount is
1.0015000 as of the tenth valuation 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 (assume such value to be $13.504376)
to produce an Annuity Unit value of $13.523359 for the valuation occurring when
the second payment is due.

                                        7
<PAGE>

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

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

                         SALES MATERIAL AND ADVERTISING

We may include hypothetical illustrations in our sales literature that explain
the mathematical principles of dollar cost averaging, compounded interest, tax
deferred accumulation, and the mechanics of variable annuity contracts. We may
also discuss the difference between variable annuity contracts and other types
of savings or investment products such as personal savings accounts and
certificates of deposit.

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

We may publish in advertisements and reports, the ratings and other information
assigned to us by one or more independent rating organizations such as A.M. Best
Company, Duff & Phelps, Standard & Poor's Corporation and Moody's Investors
Service, 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 categorize the underlying funds in terms of the
asset classes they represent and use such categories in marketing materials for
the contracts. 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 such as The Wall
Street Journal, Money magazine, USA Today and The VARDS Report.

We 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 review of filings made with the SEC.

                                        8
<PAGE>

                              FINANCIAL STATEMENTS

                           VARIABLE ANNUITY ACCOUNT C

                                      Index

<TABLE>
<S>                                                                        <C>
Statement of Assets and Liabilities....................................... S-2
Statements of Operations and Changes in Net Assets........................ S-5
Notes to Financial Statements ............................................ S-6
Independent Auditors' Report.............................................. S-17
</TABLE>

                                       S-1

                           [To be Filed by amendment]
<PAGE>













Form No. SAI.01107-99                                 ALIAC Ed. May 1999
<PAGE>

                       VARIABLE ANNUITY ACCOUNT C
                       PART C - OTHER INFORMATION

Item 24. Financial Statements and Exhibits
   (a)      Financial Statements:*
      (1)   Included in Part A:
            Condensed Financial Information
      (2) Included in Part B:
            Financial Statements of Variable Annuity Account C:*
            -  Statement of Assets and Liabilities as of December 31, 1998
            -  Statements of Operations and Changes in Net Assets for the years
               ended December 31, 1998 and 1997
            -  Notes to Financial Statements
            -  Independent Auditors' Report
            Financial Statements of the Depositor:*
            -  Independent Auditors' Report
            -  Consolidated Statements of Income for the years ended December
               31, 1998, 1997 and 1996
            -  Consolidated Balance Sheets as of December 31, 1998 and 1997
            -  Consolidated Statements of Changes in Shareholder's Equity for
               the years ended December 31, 1998, 1997 and 1996
            -  Consolidated Statements of Cash Flows for the years ended
               December 31, 1998, 1997 and 1996
            -  Notes to Consolidated Financial Statements
*To be filed by amendment

   (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)  Broker-Dealer Agreement(2)
      (3.2)  Alternative Form of Wholesaling Agreement and Related
             Selling Agreement(3)
      (4.1)  Form of Variable Annuity Contract (G-CDA(99))
      (4.2)  Form of Variable Annuity Contract Certificate (CDACERT(99))
      (4.3)  Group Combination Annuity Contract (Nonparticipating)
             (A001RP95)(4)
      (4.4)  Group Combination Annuity Certificate (Nonparticipating)
             (A007RC95)(4)
      (4.5)  Group Combination Annuity Contract (Nonparticipating)
             (A020RV95)(4)
      (4.6)  Group Combination Annuity Certificate (Nonparticipating)
             (A027RV95)(4)
      (4.7)  Variable Annuity Contract (G-CDA-IA(RP))(3)
      (4.8)  Variable Annuity Contract Certificate (GTCC-IA(RP))
      (4.9)  Variable Annuity Contract (G-CDA-IA(RPM/XC))(3)
      (4.10) Variable Annuity Contract (G-CDA-HF)(5)
      (4.11) Variable Annuity Certificate (GTCC-HF)(6)
<PAGE>

      (4.12) Variable Annuity Contract (G-CDA-HD)(7)
      (4.13) Variable Annuity Contract Certificate (GTCC-HD)
      (4.14) Variable Annuity Contract (GID-CDA-HO)(8)
      (4.15) Variable Annuity Contract (GLID-CDA-HO)(8)
      (4.16) Variable Annuity Contract (GSD-CDA-HO)(8)
      (4.17) Variable Annuity Contract (GST-CDA-HO)(9)
      (4.18) Variable Annuity Contract (I-CDA-HD)(9)
      (4.19) Variable Annuity Contract (G-CDA-IB(ATORP))(10)
      (4.20) Variable Annuity Contract and Certificate (G-CDA-95(TORP)) and
             (GTCC-95(TORP))(10)
      (4.21) Variable Annuity Contract (G-CDA-IB(AORP))(10)
      (4.22) Variable Annuity Contract and Certificate (G-CDA-95(ORP)) and
             (GTCC-95(ORP))(10)
      (4.23) Variable Annuity Contracts and Certificate (G-CDA-ORP),
             (CDA-IB(TORP)) and (GTCC-95(TORP))(10)
      (4.24) Variable Annuity Contract (G-CDA-96(TORP))(11)
      (4.25) Variable Annuity Contract (IA-CDA-IA)(12)
      (4.26) Variable Annuity Contract (GIT-CDA-HO)(9)
      (4.27) Variable Annuity Contract (GLIT-CDA-HO)(9)
      (4.28) Variable Annuity Contract (I-CDA-98(ORP))
      (4.29) Endorsement for Exchanged Contracts (EINRP95) to Contract
             A001RP95(4)
      (4.30) Endorsement for Exchanged Contracts (EINRV95) to Contract
             A020RV95(4)
      (4.31) Endorsement (GET 9/96) to Contracts A001RP95 and
             A020RV95(11)
      (4.32) Endorsement (GET-1 (9/96)) to Contract A001RP95 and
             A020RV95(13)
      (4.33) Endorsement (E1OMNI97) to Contract A001RP95(14)
      (4.34) Endorsement (E2OMNI97) to Contract A001RP95(14)
      (4.35) Endorsement (E1FXPL97) to Contract A001RP95(14)
      (4.36) Endorsement (E3FXPL97) to Contracts A001RP95 and A020RV95
      (4.37) Endorsement (EINRP97) to Contract A001RP95
      (4.38) Endorsement (EINRV97) to Contract A020RV95
      (4.39) Endorsement (E1PAY97) to Contracts A001RP95 and A020RV95
      (4.40) Endorsement (E4OMNI98) to Contracts A001RP95 and
             A020RV95(15)
      (4.41) Endorsement (EINRV98) to Contract A020RV95
      (4.42) Endorsement (EINRP98) to Contract A001RP95
      (4.43) Endorsement (EGET-IC(R)) to Contracts G-CDA-IA(RP), G-CDA-HF,
             G-CDA-IB(ATORP), G-CDA-IB(AORP) and G-CDA-HD(3)
      (4.44) Endorsement (EGETE-IC(R)) to Contract G-CDA-IA(RPM/XC) and
             GLID-CDA-HO(16)
      (4.45) Endorsement (EGHDHFRPSDO97) to Contracts G-CDA-HF, G-CDA-HD and
             G-CDA-IA(RP)(17)
<PAGE>

      (4.46) Endorsement (EG403-GIE-98) to Contracts G-CDA-HF, G-CDA-HD,
             G-CDA-IA(RP), A001RP95, A020RV95 and Certificates GTCC-HF, GTCC-HD,
             GTCC-IA(RP), A007RC95 and A027RV95 (18)
      (4.47) Endorsement (EG403-GIHC-98) to Contracts G-CDA-IA(RP), A001RP95 and
             A020RV95 and Certificates GTCC-IA(RP), A007RC95 and A027RV95(18)
      (4.48) Endorsement (EG403-GI-98) to Contract G-CDA-HF and Certificate
             GTCC-HF(19)
      (4.49) Endorsement (EFUND97) to Contracts GID-CDA-HO, GLID-CDA-HO,
             GSD-CDA-HO, and GST-CDA-HO(20)
      (4.50) Endorsement (E98-G-CDA-HF/HD) to Contracts G-CDA-HF and G-CDA-HD
             and Certificates GTCC-HD and GTCC-HF(21)
      (4.51) Endorsement (E98-CDA-HO) to Contracts GLID-CDA-HO, GD-CDA-HO and
             GSD-CDA-HO(21)
      (4.52) Endorsement (E3KSDC96) to Variable Annuity Contract GLID-CDA-HO(22)
      (4.53) Endorsement (EMETHO96) to Variable Annuity Contract GLID-CDA-HO(23)
      (4.54) Endorsement (ENEMHF96) to Variable Annuity Contract G-CDA-HF(23)
      (4.55) Endorsement (E2ME96) to Variable Annuity Contract GLID-CDA-HO(24)
      (4.56) Endorsement (GET 9/96) to Variable Annuity Contracts G-CDA-95(TORP)
             and G-CDA-95(ORP) and Certificates GTCC-95(TORP) and
             GTCC-95(ORP)(11)
      (4.57) Endorsements (EIGET-IC(R)), (EIGF-IC) and (EGF-IC(SPD)) to Contract
             IA-CDA-IA(25)
      (4.58) Endorsement (EIHDIASDO) to Contracts I-CDA-HD and IA-CDA-IA(26)
      (4.59) Endorsement (EHOSDO) to Contracts GIT-CDA-HO, GLIT-CDA-HO and
             GST-CDA-HO(26)
      (4.60) Endorsement (EHOTABLE97) to Contracts GIT-CDA-HO, GLIT-CDA-HO
             and GST-CDA-HO(26)
      (4.61) Endorsement (EI403-GI-98) to Contract IA-CDA-IA
      (4.62) Form of Endorsement (EMMGDB(99)) to Contract and Certificate
             CDACERT(99)
      (4.63) Form of Endorsement (EMMFPEX(99)) to Contract G-CDA(99) and
             Certificate CDACERT(99)
      (4.64) Form of Endorsement (EMMCDALOAN(99)) to Contract G-CDA(99) and
             Certificate CDACERT(99)
      (4.65) Form of Endorsement (EMLSWC(99)) to Contract G-CDA(99) and
             Certificate CDACERT(99)
      (4.66) Form of Endorsement (EMMTC (5/99)) to Contract G-CDA(99) and
             Certificate CDACERT(99)
      (4.67) Variable Annuity Contract Schedule I (A001RP95(1/98))
      (4.68) Variable Annuity Contract Schedule I (A020RV95)(1/98)
      (5.1)  Variable Annuity Contract Application (300-MOP-96)(27)
      (5.2)  Variable Annuity Contract Application (300-GTD-IA)(28)
      (5.3)  Variable Annuity Contract Application (710.00.16H(11/97))(29)
      (5.4)  Variable Annuity Contract Application (710.00.16H(NY)(11/97))(29)
      (5.5)  Variable Annuity Contract Application (_________________)*
      (6.1)  Certification of Incorporation of Aetna Life Insurance and
             Annuity Company(29)
      (6.2)  Amendment of Certificate of Incorporation of Aetna Life
             Insurance and Annuity Company(9)
      (6.3)  By-Laws as amended September 17, 1997 of Aetna Life Insurance and
             Annuity Company(30)
      (7)    Not applicable
<PAGE>

     (8.1)  Fund Participation Agreement between Aetna Life Insurance
            and Annuity Company and AIM dated June 30, 1998(31)
     (8.2)  Service Agreement between Aetna Life Insurance and Annuity Company
            and AIM effective June 30, 1998(31)
     (8.3)  Fund Participation Agreement by and among Aetna Life Insurance and
            Annuity Company and Aetna Variable Fund, Aetna Variable Encore Fund,
            Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on
            behalf of each of its series, Aetna Generation Portfolios, Inc. on
            behalf of each of its series, Aetna Variable Portfolios, Inc. on
            behalf of each of its series, and Aeltus Investment Management, Inc.
            dated as of May 1, 1998(2)
     (8.4)  Amendment dated November 9, 1998 to Fund Participation Agreement by
            and among Aetna Life Insurance and Annuity Company and Aetna
            Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares,
            Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its
            series, Aetna Generation Portfolios, Inc. on behalf of each of its
            series, Aetna Variable Portfolios, Inc. on behalf of each of its
            series, and Aeltus Investment Management, Inc. dated as of May 1,
            1998(32)
     (8.5)  Service Agreement between Aeltus Investment Management, Inc. and
            Aetna Life Insurance and Annuity Company in connection with the sale
            of shares of Aetna Variable Fund, Aetna Variable Encore Fund, Aetna
            Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of
            each of its series, Aetna Generation Portfolios, Inc. on behalf of
            each of its series, and Aetna Variable Portfolios, Inc. on behalf of
            each of its series dated as of May 1, 1998(2)
     (8.6)  Amendment dated November 4, 1998 to Service Agreement between Aeltus
            Investment Management, Inc. and Aetna Life Insurance and Annuity
            Company in connection with the sale of shares of Aetna Variable
            Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna
            Balanced VP, Inc., Aetna GET Fund on behalf of each of its series,
            Aetna Generation Portfolios, Inc. on behalf of each of its series
            and Aetna Variable Portfolios, Inc. on behalf of each of its series
            dated as of May 1, 1998(32)
     (8.7)  Fund Participation Agreement among Calvert Responsibly
            Invested Balanced Portfolio, Calvert Asset Management
            Company, Inc. and Aetna Life Insurance and Annuity Company
            dated December 1, 1997(33)
     (8.8)  Service Agreement between Calvert Asset Management Company,
            Inc. and Aetna Life Insurance and Annuity Company Dated
            December 1, 1997(33)
     (8.9)  Fund Participation Agreement between Aetna Life Insurance and
            Annuity Company, Variable Insurance Products Fund and Fidelity
            Distributors Corporation dated February 1, 1994 and amended on
            December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996
            and March 1, 1996(9)
     (8.10) Fifth Amendment dated as of May 1, 1997 to the Fund Participation
            Agreement between Aetna Life Insurance and Annuity Company, Variable
            Insurance Products Fund and Fidelity Distributors Corporation dated
            February 1, 1994 and amended on
<PAGE>

            December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996
            and March 1, 1996(34)
     (8.11) Sixth Amendment dated November 6, 1997 to the Fund Participation
            Agreement between Aetna Life Insurance and Annuity Company, Variable
            Insurance Products Fund and Fidelity Distributors Corporation dated
            February 1, 1994 and amended on December 15, 1994, February 1, 1995,
            May 1, 1995, January 1, 1996, March 1, 1996 and May 1, 1997(35)
     (8.12) Seventh Amendment dated as of May 1, 1998 to the Fund Participation
            Agreement between Aetna Life Insurance and Annuity Company, Variable
            Insurance Products Fund and Fidelity Distributors Corporation dated
            February 1, 1994 and amended on December 15, 1994, February 1, 1995,
            May 1, 1995, January 1, 1996, March 1, 1996, May 1, 1997 and
            November 6, 1997(2)
     (8.13) Fund Participation Agreement between Aetna Life Insurance and
            Annuity Company, Variable Insurance Products Fund II and Fidelity
            Distributors Corporation dated February 1, 1994 and amended on
            December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996
            and March 1,1996(9)
     (8.14) Fifth Amendment dated as of May 1, 1997 to the Fund Participation
            Agreement between Aetna Life Insurance and Annuity Company, Variable
            Insurance Products Fund II and Fidelity Distributors Corporation
            dated February 1, 1994 and amended on December 15, 1994, February 1,
            1995, May 1, 1995, January 1, 1996 and March 1, 1996(34)
     (8.15) Sixth Amendment dated as of January 20, 1998 to the Fund
            Participation Agreement between Aetna Life Insurance and Annuity
            Company, Variable Insurance Products Fund II and Fidelity
            Distributors Corporation dated February 1, 1994 and amended on
            December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996,
            March 1, 1996 and May 1, 1997(36)
     (8.16) Seventh Amendment dated as of May 1, 1998 to the Fund Participation
            Agreement between Aetna Life Insurance and Annuity Company, Variable
            Insurance Products Fund II and Fidelity Distributors Corporation
            dated February 1, 1994 and amended on December 15, 1994, February 1,
            1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1, 1997 and
            January 20, 1998(2)
     (8.17) Service Agreement between Aetna Life Insurance and
            Annuity Company and Fidelity Investments Institutional
            Operations Company dated as of November 1, 1995(23)
     (8.18) Amendment dated January 1, 1997 to Service Agreement between Aetna
            Life Insurance and Annuity Company and Fidelity Investments
            Institutional Operations Company dated as of November 1, 1995(34)
     (8.19) Service Contract between Fidelity Distributors
            Corporation and Aetna Life Insurance and Annuity Company
            dated May 2, 1997(32)
     (8.20) Fund Participation Agreement among Janus Aspen Series and
            Aetna Life Insurance and Annuity Company and Janus Capital
            Corporation dated December 8, 1997(23)
<PAGE>

     (8.21) Amendment dated October 12, 1998 to Fund Participation
            Agreement among Janus Aspen Series and Aetna Life Insurance
            and Annuity Company and Janus Capital Corporation dated
            December 8, 1997(32)
     (8.22) Service Agreement between Janus Capital Corporation and
            Aetna Life Insurance and Annuity Company dated December 8,
            1997(37)
     (8.23) Fund Participation Agreement between Aetna Life Insurance and
            Annuity Company and Lexington Management Corporation regarding
            Natural Resources Trust dated December 1, 1988 and amended February
            11, 1991(3)
     (8.24) Fund Participation Agreement dated March 11, 1997 between
            Aetna Life Insurance and Annuity Company and Oppenheimer
            Variable Annuity Account Funds and Oppenheimer Funds,
            Inc.(38)
     (8.25) Service Agreement effective as of March 11, 1997 between
            Oppenheimer Funds, Inc. and Aetna Life Insurance and Annuity
            Company(38)
     (9)    Opinion and Consent of Counsel*
     (10)   Consent of Independent Auditors*
     (11)   Not applicable
     (12)   Not applicable
     (13)   Schedule for Computation of Performance Data(15)
     (14)   Not applicable
     (15.1) Powers of Attorney(31)
     (15.2) Authorization for Signatures(3)

*  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 (Accession No.
   0000950146-96-000563).
2. Incorporated by reference to Registration Statement on Form N-4
   (File No. 333-56297), as filed electronically on June 8, 1998
   (Accession No. 0000950146-98-000983).
3. 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 (Accession No. 0000912057-96-006383).
4. Incorporated by reference to Registration Statement on Form N-4
   (File No. 333-01107), as filed electronically on February 21, 1996
   (Accession No. 0000906287-96-000020).
5. Incorporated by reference to Post-Effective Amendment No. 14 to Registration
   Statement on Form N-4 (File No. 33-75964), as filed electronically on July
   29, 1997 (Accession No. 0000950146-97-001101).
6. Incorporated by reference to Post-Effective Amendment No. 6 to Registration
   Statement on Form N-4 (File No. 33-75980), as filed electronically on
   February 12, 1997 (Accession No. 0000950146-97-000171).
<PAGE>

7. 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 (Accession No. 0000912057-96-006790).
8. Incorporated by reference to Post-Effective Amendment No. 12 to Registration
   Statement on Form N-4 (File No. 33-75982), as filed electronically on
   February 20, 1997 (Accession No. 0000950146-97-000217).
9. 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 (Accession No. 0000950146-97-000159).
10.Incorporated by reference to Post-Effective Amendment No. 3 to Registration
   Statement on Form N-4 (File No. 33-91846), as filed electronically on April
   15, 1996 (Accession No. 0000912057-96-006418).
11.Incorporated by reference to Post-Effective Amendment No. 6 to Registration
   Statement on Form N-4 (File No. 33-91846), as filed electronically on August
   6, 1996 (Accession No. 0000912057-96-016381).
12.Incorporated by reference to Post-Effective Amendment No. 14 to Registration
   Statement on Form N-4 (File No. 33-75964), as filed electronically on July
   29, 1997 (Accession No. 0000950146-97-001101).
13.Incorporated by reference to Post-Effective Amendment No. 10 to Registration
   Statement on Form N-4 (File No. 333-01107), as filed electronically on July
   22, 1998 (Accession No. 0000950146-98-001225).
14.Incorporated by reference to Post-Effective Amendment No. 4 to Registration
   Statement on Form N-4 (File No. 333-01107), as filed electronically on
   February 26, 1997 (Accession No. 0000950146-97-000241).
15.Incorporated by reference to Post-Effective Amendment No. 9 to Registration
   Statement on Form N-4 (File No. 333-01107), as filed electronically on April
   7, 1998 (Accession No. 0000950146-98-000564).
16.Incorporated by reference to Post-Effective Amendment No. 8 to Registration
   Statement on Form N-4 (File No. 33-75986), as filed electronically on August
   30, 1996 (Accession No. 0000928389-96-000152).
17.Incorporated by reference to Post-Effective Amendment No. 13 to Registration
   Statement on Form N-4 (File No. 33-75986), as filed electronically on April
   11, 1997 (Accession No. 0000950146-97-000582).
18.Incorporated by reference to Post-Effective Amendment No. 11 to Registration
   Statement on Form N-4 (File No. 333-01107), as filed electronically on
   September 10, 1998 (Accession No. 0000950146-98-001550).
19.Incorporated by reference to Post-Effective Amendment No. 15 to Registration
   Statement on Form N-4 (File No. 33-75962), as filed electronically on
   September 15, 1998 (Accession No. 0000950146-98-001581).
20.Incorporated by reference to Post-Effective Amendment No. 14 to Registration
   Statement on Form N-4 (File No. 33-75964), as filed electronically on July
   29, 1997 (Accession No. 0000950146-97-001101).
<PAGE>

21.Incorporated by reference to Post-Effective Amendment No. 15 to Registration
   Statement on Form N-4 (File No. 33-75982), as filed electronically on April
   13, 1998 (Accession No. 0000950146-98-000610).
22.Incorporated by reference to Post-Effective Amendment No. 1 to Registration
   Statement on Form N-4 (File No. 33-88720), as filed electronically on April
   22, 1996 (Accession No. 0000912057-96-006788).
23.Incorporated by reference to Post-Effective Amendment No. 3 to Registration
   Statement on Form N-4 (File No. 33-88720), as filed electronically on June
   28, 1996 (Accession No. 0000928389-96-000136).
24.Incorporated by reference to Post-Effective Amendment No. 5 to Registration
   Statement on Form N-4 (File No. 33-88720), as filed electronically on
   February 21, 1997 (Accession No. 0000950146-97-000613).
25.Incorporated by reference to Post Effective Amendment No. 8 to Registration
   Statement on Form N-4 (File No. 33-75964), as filed electronically on August
   30, 1996 (Accession No. 0000928389-96-000150).
26.Incorporated by reference to Post-Effective Amendment No. 13 to Registration
   Statement on Form N-4 (File No. 33-75964), as filed electronically on April
   11, 1997 (Accession No. 0000950146-97-000583).
27.Incorporated by reference to Post-Effective Amendment No. 13 to Registration
   Statement on Form N-4 (File No. 33-91846), as filed electronically on April
   13, 1998 (Accession No. 0000950146-98-000611).
28.Incorporated by reference to Post-Effective Amendment No. 14 to Registration
   Statement on Form N-4 (File No. 33-75986), as filed electronically on August
   19, 1997 (Accession No. 0000950146-97-001302).
29.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 (Accession No. 0000950146-96-000534).
30.Incorporated by reference to Post-Effective Amendment No. 12 to Registration
   Statement on Form N-4 (File No. 33-91846), as filed electronically on October
   30, 1997 (Accession No. 0000950146-97-001589).
31.Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
   Statement on Form N-4 (File No. 333-56297), as filed electronically on August
   4, 1998 (Accession No. 0000950146-98-001283).
32.Incorporated by reference to Post-Effective Amendment No. 2 to Registration
   Statement on Form N-4 (File No. 333-56297), as filed electronically on
   December 14, 1998 (Accession No. 0000950146-98-002092).
33.Incorporated by reference to Post-Effective Amendment No. 8 to Registration
   Statement on Form N-4 (File No. 333-01107), as filed electronically on
   February 19, 1998 (Accession No. 0000950146-98-000248).
34.Incorporated by reference to Post-Effective Amendment No. 30 to Registration
   Statement on Form N-4 (File No. 33-34370), as filed electronically on
   September 29, 1997 (Accession No. 0000950146-97-001485).
<PAGE>

35.Incorporated by reference to Post-Effective Amendment No. 16 to Registration
   Statement on Form N-4 (File No. 33-75964), as filed electronically on
   February 9, 1998 (Accession No. 0000950146-98-000179).
36.Incorporated by reference to Post-Effective Amendment No. 7 to Registration
   Statement on Form S-6 (File No. 33-75248), as filed electronically on
   February 24, 1998 (Accession No. 0000950146-98-000267).
37.Incorporated by reference to Post-Effective Amendment No. 10 to Registration
   Statement on Form N-4 (File No. 33-75992), as filed electronically on
   December 31, 1997 (Accession No. 0000950146-97-001982).
38.Incorporated by reference to Post-Effective Amendment No. 27 to Registration
   Statement on Form N-4 (File No. 33-34370), as filed electronically on April
   16, 1997 (Accession No. 0000950146-97-000617).
<PAGE>

Item 25. Directors and Officers of the Depositor

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

<S>                                  <C>
Thomas J. McInerney                  Director and President

Catherine H. Smith                   Director, Chief Financial Officer and
                                     Senior Vice President

Shaun P. Mathews                     Director and Senior Vice President

Deborah Koltenuk                     Vice President, Treasurer and
                                     Corporate Controller

Therese M. Squillacote               Vice President and Chief Compliance
                                     Officer

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

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

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

   Incorporated herein by reference to Item 26 of Post-Effective
Amendment No. 2 to Registration Statement on Form N-4 (File No.
333-56297), as filed electronically on December 14, 1998 (Accession No.
0000950146-98-002092).

Item 27. Number of Contract Owners

   As of December 31, 1998, there were 616,272 individuals holding interests in
variable annuity contracts funded through Variable Annuity Account C.

Item 28. Indemnification

Section 21 of Public Act No. 97-246 of the Connecticut General Assembly (the
"Act") provides that a corporation may provide indemnification of or advance
expenses to a director, officer, employee or agent only as permitted by Sections
33-770 to 33-778, inclusive, of the Connecticut General Statutes, as amended by
Sections 12 to 20, inclusive, of this Act. Reference is hereby made to Section
33-771(e) of the Connecticut General Statutes ("CGS") regarding indemnification
of directors and Section 33-776(d) of CGS 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, except to the extent that their certificate of incorporation expressly
provides otherwise, indemnify their directors, officers,
<PAGE>

employees and agents against "liability" (defined as the obligation to pay a
judgment, settlement, penalty, fine, including an excise tax assessed with
respect to an employee benefit plan, or reasonable expenses incurred with
respect to a proceeding) when (1) a determination is made pursuant to Section
33-775 that the party seeking indemnification has met the standard of conduct
set forth in Section 33-771 or (2) a court has determined that indemnification
is appropriate pursuant to Section 33-774. Under Section 33-775, the
determination of and the authorization for indemnification are made (a) by the
disinterested directors, as defined in Section 33-770(3); (b) by special
counsel; (c) by the shareholders; or (d) in the case of indemnification of an
officer, agent or employee of the corporation, by the general counsel of the
corporation or such other officer(s) as the board of directors may specify.
Also, Section 33-772 provides that a corporation shall 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
he was a director. In the case of a proceeding by or in the right of the
corporation or with respect to conduct for which the director, officer, agent or
employee was adjudged liable on the basis that he received a financial benefit
to which he was not entitled, indemnification is limited to reasonable expenses
incurred in connection with the proceeding against the corporation to which the
individual was named a party.

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

Item 29. Principal Underwriter

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

  (b) See Item 25 regarding the Depositor.
<PAGE>

  (c) Compensation as of December 31, 1998:   *

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

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

<S>               <C>                 <C>               <C>         <C>
Aetna Life                            $_______                      $_______
Insurance and
Annuity Company
</TABLE>

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

Item 30. Location of Accounts and Records

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

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

Item 31. Management Services

   Not applicable

Item 32. Undertakings

   Registrant hereby undertakes:

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

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

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

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

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

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

                               SIGNATURES

   As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, Variable Annuity Account C of Aetna Life Insurance and
Annuity Company, has duly caused this Post-Effective Amendment to its
Registration Statement on Form N-4 (File No. 333-01107) to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Hartford,
State of Connecticut, on the 4th day of February, 1999.

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

                              By:  AETNA LIFE INSURANCE AND ANNUITY
                                   COMPANY
                                     (Depositor)

                              By:  Thomas J. McInerney*
                                   ------------------------------------------
                                   Thomas J. McInerney
                                   President

   As required by the Securities Act of 1933, this Post-Effective Amendment No.
12 to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

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

<S>                         <C>                                       <C>
Thomas J. McInerney*        Director and President                    )
- --------------------------  (principal executive officer)             )
Thomas J. McInerney                                                   )
                                                                      )
Catherine H. Smith*         Director and Chief Financial Officer      ) February 4,
- --------------------------                                            ) 1999
Catherine H. Smith                                                    )
                                                                      )
Shaun P. Mathews*           Director                                  )
- --------------------------                                            )
Shaun P. Mathews                                                      )
                                                                      )
Deborah Koltenuk*           Vice President, Treasurer and Corporate   )
- --------------------------  Controller                                )
Deborah Koltenuk                                                      )
</TABLE>

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

                       VARIABLE ANNUITY ACCOUNT C
                             Exhibit Index

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

<S>             <C>                                                       <C>
99-B.4.1        Form of Variable Annuity Contract (G-CDA(99))             ---------

99-B.4.2        Form of Variable Annuity Contract Certificate
                (CDACERT(99))                                             ---------

99-B.4.8        Variable Annuity Contract Certificate (GTCC-IA(RP))       ---------

99-B.4.13       Variable Annuity Contract Certificate (GTCC-HD)           ---------

99-B.4.28       Variable Annuity Contract (I-CDA-98(ORP))                 ---------

99-B.4.36       Endorsement (E3FXPL97) to Contracts A001RP95 and
                A020RV95                                                  ---------

99-B.4.37       Endorsement (EINRP97) to Contract A001RP95                ---------

99-B.4.38       Endorsement (EINRV97) to Contract A020RV95                ---------

99-B.4.39       Endorsement (E1PAY97) to Contracts A001RP95 and
                A020RV95                                                  ---------

99-B.4.41       Endorsement (EINRV98) to Contract A020RV95                ---------

99-B.4.42       Endorsement (EINRP98) to Contract A001RP95                ---------

99-B.4.61       Endorsement (EI403-GI-98) to Contract IA-CDA-IA           ---------

99-B.4.62       Form of Endorsement (EMMGDB(99)) to Contract G-CDA(99)
                and Certificate CDACERT(99)                               ---------

99-B.4.63       Form of Endorsement (EMMFPEX(99)) to Contract G-CDA(99)
                and Certificate CDACERT(99)                               ---------

99-B.4.64       Form of Endorsement (EMMCDALOAN(99)) to Contract G-CDA(99)
                and Certificate CDACERT(99)                               ---------

99-B.4.65       Form of Endorsement (EMLSWC(99)) to Contract G-CDA(99)
                and Certificate CDACERT(99)                               ---------

99-B.4.66       Form of Endorsement (EMMTC(5/99)) to Contract G-CDA(99)
                and Certificate CDACERT(99)                               ---------

99-B.4.67       Variable Annuity Contract Schedule I (A001RP95(1/98)      ---------

99-B.4.68       Variable Annuity Contract Schedule I (A020RV95(1/98)      ---------

99-B.5.5        Variable Annuity Contract Application (________________)     *

99-B.9          Opinion and Consent of Counsel                               *

99-B.10         Consent of Independent Auditors                              *
</TABLE>

*To Be filed by Amendment

[Aetna Logo]  -----------------------------------------------------------------
              Aetna Life Insurance and Annuity Company
              151 Farmington Avenue
              Hartford, Connecticut 06150
              800-525-4225

              If you have questions about the Contract, call the toll-free
              number shown.

Group Combination Deferred Annuity Contract (Nonparticipating)

Aetna Life Insurance and Annuity Company (ALIAC), a stock company, will pay
benefits according to the terms and conditions set forth in this Contract. This
Contract is delivered in [YOUR STATE] and is subject to the laws of that
jurisdiction.

Please read this Contract carefully. It states ALIAC's contractual rights and
obligations as well as the rights and obligations of the Contract Holder and
Participants.

Specifications
- -------------------------------------------------------------------------------
Plan
SPECIMEN

- -------------------------------------------------------------------------------
Type of Plan
SPECIMEN

- -------------------------------------------------------------------------------
Contract Holder
SPECIMEN

- -------------------------------------------------------------------------------
Contract No.
SPECIMEN

- -------------------------------------------------------------------------------
Contract Effective Date
SPECIMEN

Right to Cancel
- -------------------------------------------------------------------------------

The Contract Holder may cancel this Contract within 10 days of receiving it by
returning it to ALIAC at the address shown above, or to the agent from whom it
was purchased. Within seven days of receiving the cancellation request at its
Home Office, ALIAC will return any Contributions received, plus any increase, or
minus any decrease in value, on the amount, if any, allocated to the Separate
Account.

Signed at the Home Office on the Effective Date.

                                        [signature of Kirk P. Wickman]
/s/ Thomas J. McInerney
                                        /s/ Kirk P. Wickman
President                               Secretary

All payments and values provided by the group Contract, when based on the
investment experience of a Separate Account, are variable and the fixed dollar
amount is not guaranteed. Amounts allocated to the Guaranteed Accumulation
Account, if withdrawn before a guaranteed term maturity date, may be subject to
a market value adjustment. The market value adjustment may result in an
increase, or a decrease, in the Individual Account value.
 G-CDA(99)
<PAGE>

                                Table of Contents
<TABLE>
<CAPTION>
                                                                           Page
Contract Schedule I.   Accumulation Phase

Contract Schedule II.  Annuity Phase

Definitions

Section 1.  General Contract Provisions

        <S>   <C>                                                                <C>
        1.01  Entire Contract .................................................
        1.02  Nonparticipating Contract
        1.03  Control of Contract .............................................
        1.04  Certificate  ....................................................
        1.05  Incontestability ................................................
        1.06  Grace Period ....................................................
        1.07  Change of Contract ..............................................
        1.08  Payments ........................................................
        1.09  Deferral of Payment .............................................
        1.10  Proof of Age ....................................................
        1.11  Evidence of Survival ............................................
        1.12  Misstatements and Adjustments ...................................
        1.13  Reports .........................................................
        1.14  State Laws.......................................................
        1.15  Claims of Creditors .............................................
        1.16  Maintenance Fee .................................................
        1.17  Charges for Additional Services .................................
        1.18  Charges Subject to Change.......................................

Part I.  Accumulation Phase

Section 2. Contributions and Individual Account Value

        2.01  Contributions ...................................................
        2.02  Premium Tax .....................................................
        2.03  Individual Account ..............................................
        2.04  Experience Credit................................................
        2.05  Individual Account Value ........................................

Section 3. Separate Account

        3.01  General .........................................................
        3.02  Funds Available .................................................
        3.03  Change or Substitution of Funds .................................
        3.04  Accumulation Units
        3.05  Accumulation Unit Value
        3.06  Net Investment Factor
        3.07  Charges to the Separate Account .................................
        3.08  Separate Account Transfers.......................................
        3.09  Withdrawals from the Separate Account............................

Section 4. Aetna GET Fund

        4.01  GET Fund Guarantee Period .......................................
        4.02  GET Fund Offering Period ........................................
        4.03  GET Fund Guarantee ..............................................
        4.04  GET Fund Maturity Date ..........................................
        4.05  Transfers or Withdrawals from the GET Fund ......................
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Section 5. Fixed Account

        <S>   <C>                                                               <C>
        5.01  Fixed Account Minimum Guaranteed Interest Rate ..................
        5.02  Transfers from the Fixed Account
        5.03  Withdrawals from the Fixed Account

Section 6. Fixed Plus Account

        6.01  Fixed Plus Account Minimum Guaranteed Interest Rate .............
        6.02  Transfers from the Fixed Plus Account
        6.03  Partial Withdrawals from the Fixed Plus Account .................
        6.04  Full Withdrawal of the Total Amount in the Fixed Plus Account ...
        6.05  Waiver of Fixed Plus Account Full Withdrawal Provision ..........

Section 7. Guaranteed Accumulation Account (GAA)

        7.01  Nonunitized Separate Account ....................................
        7.02  GAA Minimum Guaranteed Interest Rate ............................
        7.03  Deposit Period ..................................................
        7.04  Guaranteed Term .................................................
        7.05  Guaranteed Term Groups ..........................................
        7.06  Maturity Date, Maturity Value and Reinvestment ..................
        7.07  Transfers and Withdrawals from the GAA ..........................
        7.08  Application of the Market Value Adjustment ......................
        7.09  Market Value Adjustment (MVA) ...................................

Section 8. Transfers, Withdrawals and Distributions

        8.01  Transfers .......................................................
        8.02  Withdrawals .....................................................
        8.03  Withdrawal Restrictions Under the Code ..........................
        8.04  Withdrawal Charge ...............................................
        8.05  Waiver of Withdrawal Charge .....................................
        8.06  Reinstatement ...................................................
        8.07  Required Distributions ..........................................
        8.08  Systematic Distribution Options (SDOs) ..........................
        8.09  Individual Account Termination ..................................

Section 9. Loans

        9.01  Loan Availability ...............................................

Section 10. Death Benefit During the Accumulation Phase

        10.01  Death Benefit  .................................................
        10.02  Contract Beneficiary  ..........................................
        10.03  Distribution of Death Benefit

Part II.  Annuity Phase

Section 11. General Provisions

         11.01  Election ......................................................
         11.02  Change of Annuity Provisions ..................................
         11.03  Annuity Options ...............................................
         11.04  Mortality Table ...............................................
         11.05  Minimum Payment Amount ........................................
         11.06  Investment Options ............................................
         11.07  Fixed Annuity Minimum Guaranteed Interest Rate ................
         11.08  Fixed Annuity Payment Amount ..................................
         11.09  Variable Annuity Funds ........................................
         11.10  Variable Annuity Transfers ....................................
         11.11  Variable Annuity Payment Amount ...............................
         11.12  Death Benefit During the Annuity Phase ........................
</TABLE>
<PAGE>

Annuity Tables
<PAGE>

Contract Schedule I.  Accumulation Phase

Control of Contract (see 1.03) [The Contract Holder controls this Contract.

By notifying us in writing, the Contract Holder may allow Participants to choose
Investment Options for an Individual Account. The Contract Holder may, however,
retain the right to choose Investment Options for employer contributions. Unless
otherwise provided by the Plan, we will make payments only at the written
direction of the Contract Holder and Participant. Unless otherwise specified by
the Plan, we will make an inservice transfer under Internal Revenue Service
Revenue Ruling 90-24 only at the written direction of the Contract Holder and
Participant and will make checks payable to the acquiring investment
provider(s).

The Contract and Individual Accounts are nontransferable and nonassignable
except to us in the event of a loan (if allowed under the Contract) or in the
event of a qualified domestic relations order as allowed under the Retirement
Equity Act of 1984.

Participants have a nonforfeitable right to the value of employer Contributions
made to their Individual Accounts subject to any Plan vesting limits as
determined by the Contract Holder. Participants have a nonforfeitable right to
the value of employee Contributions made to their Individual Accounts as
provided by Code Section 403(b) and subject to the terms of the Plan.

The Contract Holder must notify us in writing if the Plan is, or becomes,
subject to the Employee Retirement Income Security Act of 1974 (ERISA) and/or
related law or regulations including the Retirement Equity Act of 1984 (REA). We
will rely on the Contract Holder's determination and representation of the
applicability of such laws. If the Plan is subject to ERISA, before we will make
a distribution from an Individual Account, the Contract Holder must certify in
writing that all applicable REA requirements have been met and that the
distribution complies with the Plan.]

Maximum Maintenance Fee (see 1.16)
The maintenance fee for each Individual Account will never be more than [$30]

Contribution Limits (see 2.01)
 [Each year, Contributions to the Contract are limited to the lesser of:

     (a)  The maximum exclusion allowance (MEA) limit under Code Section 403(b);
          or

     (b)  The amount set forth in Code Section 415, generally, 25% of
          compensation up to $30,000.

In addition, salary reduction contributions as defined in Code Section 402(g)
may not exceed $10,000, or such larger amount as adjusted by the Secretary of
the Treasury unless the alternative limitation under Code Section 402(g)(8)
applies.]

Maximum Daily Charges to the Separate Account (see 3.07) Charges to the Separate
Account will never be more than the following:

Mortality and Expense Risks Charge:         [1.25%] (annual basis)
Administrative Charge:                      [0.25%] (annual basis)
<PAGE>

Aetna GET Fund Availability (see Section 4)
[The GET Fund is available.]

Fixed Interest Options Available (see Section 5, Section 6, and Section 7)
[Fixed Account
Fixed Account is available for transferred amounts only (no ongoing
Contributions).
Fixed Plus Account
Guaranteed Accumulation Account]

Fixed Account Minimum Guaranteed Interest Rate (see 5.01)
The interest rate will never be less than [3%] (effective annual yield)

Fixed Account Annual Transfer Limit (see 5.02)
[10%]

Fixed Plus Account Minimum Guaranteed Interest Rate (see 6.01)
The interest rate will never be less than [3%] (effective annual yield)

Fixed Plus Account Transfer and Partial Withdrawal Limit (see 6.02 and 6.03)
[20%]

Full Withdrawal from the Fixed Plus Account (see 6.04)
When a full withdrawal from the Fixed Plus Account is requested, the Individual
Account value in the Fixed Plus Account may be withdrawn as follows:

[(a) Twenty percent of the Individual Account value in the Fixed Plus Account as
     of the January 1 preceding the withdrawal request. The 20% is reduced by
     the amount, if any, transferred, withdrawn, taken as a loan (if allowed
     under the Contract) or used to purchase Annuity payments during the prior
     12 months; then,

(b)  Twenty-five percent of the remaining Individual Account value 12 months
     later;

(c)  Thirty-three and one-third percent of the remaining Individual Account
     value 12 months later; then,

(d)  One-half of the remaining Individual Account value 12 months later; and
     then,

(e)  The balance of the Individual Account value in the Fixed Plus Account 12
     months later.]

Waiver of Fixed Plus Account Full Withdrawal Provision (see 6.05)
[When a full withdrawal is requested, payment from the Fixed Plus Account is not
limited as described in 6.04 when the withdrawal is made:

[(a) To a Participant who has attained age 59 1/2 and, if applicable, has
     completed nine Contribution periods;

(b)  When a Participant is separated from service, and when:

     (1)  Separation from service is certified by the employer;

     (2)  The amount is paid directly to the Participant; and

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

(c)  Due to financial hardship, or hardship due to an unforeseeable emergency,
     as defined in the Code, and when:

     (1)  The financial hardship or unforeseeable emergency is certified by the
          employer;

     (2)  The amount is paid directly to the Participant; and

     (3)  When the amount paid for all withdrawals due to financial hardship or
          unforeseeable
<PAGE>

          emergency during the previous 12-month period does not exceed 20%
          of the average value of all Individual Accounts under the Contract
          during that period.

(d)  When the amount in the Fixed Plus Account is [$2,000] or less and during
     the previous [12] months no amounts have been withdrawn, transferred, taken
     as a loan (if allowed under the Contract), or used to purchase Annuity
     payments;

(e)  Due to a Participant's death before Annuity payments begin and paid with
     six months of the Participant's death;

(f)  As provided in Section 8.09; or

(g)  To purchase Annuity payments on a life-contingent basis or payments for a
     stated period on a fixed-only basis.]

Guaranteed Accumulation Account Minimum Guaranteed Interest Rate (see 7.02) The
interest rate will never be less than [3%] (effective annual yield)

Withdrawal Restrictions Under the Code (see 8.03)

[Withdrawals are limited to the "restricted amount" which is the sum of:

         (1)  Contributions attributable to a Participant's salary reduction
              contributions made on and after January 1, 1989; plus

         (2) The net increase, if any, in the Individual Account value after
              December 31, 1988 attributable to investment gains and losses and
              credited interest.

Generally, withdrawals of the "restricted amount" are permitted only when a
Participant has:

         (a)  Separated from service when certified by the employer;

         (b)  Attained age 59 1/2;

         (c)  Died;

         (d)  Become disabled, as defined by the Code;

         (e)  Experienced financial hardship, as defined by the Code and as the
              amount is limited by the Code(in this situation the amount
              available is; or

         (f) Met other circumstances as otherwise allowed by federal law,
             regulations or rulings.

No limitations apply to salary reduction Contributions made and earnings
credited to such Contributions made on or before December 31, 1988.

In addition, any portion of an Individual Account representing amounts
transferred from a Code Section 403(b)(7) custodial account will be subject to
the restrictions set forth in the Code.]
<PAGE>

Withdrawal Charge (see 8.04)

For each withdrawal from an Individual Account, we may deduct a withdrawal
charge. This charge is a percentage of the amount withdrawn. The withdrawal
charge is as follows.

<TABLE>
<CAPTION>
[Number of Years Since Individual Account
Established]                                         Withdrawal Charge
<S>                                                           <C>
[Fewer than 5                                                 5%
5 or more, but fewer than 7                                   4%
7 or more, but fewer than 9                                   3%
9 or more, but fewer than 10                                  2%
10 or more                                                    0%]
</TABLE>

The withdrawal charge will never exceed [8 1/2%] of total Contributions, or the
maximum permitted by National Association of Securities Dealers, Inc. (NASD)
rules.

Waiver of Withdrawal Charge (see 8.05)
The withdrawal charge does not apply when the withdrawal is:

[(a) Used to purchase Annuity Payments;

(b)  Used to purchase a single premium immediate annuity or individual
     retirement annuity issued by ALIAC or one of its affiliates, provided that
     the right to cancel under the new Contract is not exercised. We will treat
     exercise of the right to cancel as a reinstatement and any subsequent
     withdrawal may then be subject to the withdrawal charge applicable on the
     date of the withdrawal;

(c)  Under a systematic distribution option (see 8.08);

(d)  In an amount equal to [10%] of the Individual Account value when the
     withdrawal is the first partial withdrawal in a calendar year and is made
     to a Participant who is at least age 59 1/2 and not older than age 70 1/2
     (not available when a systematic distribution option is in effect);

(e)  When we terminate an Individual Account as provided in 8.09;

(f)  When the Individual Account value is [$3,500] or less and during the
     previous 12 months no amounts have been withdrawn, transferred, taken as a
     loan (if allowed under the Contract), or used to purchase Annuity payments;

(g)  Made by a Participant who has attained age 59 1/2 and, if applicable, has
     completed nine Contribution periods;

(h)  Made to a Participant who is separated from service when certified by the
     employer;
       (i) Due to financial hardship, or hardship due to an  unforeseeable
           emergency, as defined in the Code; or

(j)  Due to a Participant's death before Annuity payments begin.]

Required Distributions (see 8.07)

[Generally, for Contributions made and earnings credited after December 31,
1986, distribution must begin by April 1 of the calendar year following the
later of (1) the calendar year in which a Participant attains age 70 1/2, or (2)
retires. For Individual Account values as of December 31, 1986, distribution
must begin by the last day of the year in which a Participant attains age 75 or
retires, whichever is later.

Distribution of benefits to a Participant who is a five percent owner must begin
by the April 1
<PAGE>

following the calendar year in which the Participant attains age 70 1/2.

If the Contract Holder is a governmental entity or church, distribution of
Contributions and earnings credited to such Contributions must be made or begin
to be made no later than April 1 of the calendar year in which the Participant
attains age 70 1/2 or retires, whichever is later.

In addition, any portion of an Individual Account representing amounts
transferred from a Code Section 403(b)(7) custodial account will be subject to
the restrictions set forth in the Code.

The entire Individual Account value must be distributed, or begin to be
distributed, over the life or life expectancy of a Participant or a Participant
and a Beneficiary.]

Contract Beneficiary  (see 10.02)

[The Contract Holder is the Contract beneficiary. A Participant may designate a
beneficiary under the Plan (the Plan beneficiary.]
<PAGE>

Contract Schedule II.  Annuity Phase

Guaranteed Payment Period (see 11.03)

The period for which we will guarantee Annuity payments must be at [least five
years and no more than 30 years].

Mortality Table (see 11.04)

[Society of Actuaries' 1983 Table a]

Maximum Number of Funds (see 11.07)
The maximum number of Funds is [five].

Fixed Annuity Minimum Guaranteed Interest Rate (see 11.08)

[3%] (annual basis)

Number of Annual Transfers Among Funds (see 11.11)

Each calendar year, we allow [five] transfers among funds.

Maximum Daily Charges to the Separate Account (see 11.12)

Charges to the Separate Account will never be more than the following:

Mortality and Expense Risks Charge:  [1.25%] (annual basis)

Administrative Charge: [0.25%] (annual basis)
<PAGE>

Definitions
- --------------------------------------------------------------------------------

Accumulation Phase

The time between an Individual Account Effective Date and the date on which the
entire Individual Account value is used to purchase Annuity payments, or
otherwise distributed.

Aetna GET Fund (GET Fund)

The Aetna GET Fund is an Investment Option which may be available during the
Accumulation Phase. The GET Fund operates as a series offering. Each series is a
separate Fund.

Aetna Life Insurance and Annuity Company (ALIAC)

Aetna Life Insurance and Annuity Company, ("we," and "our," and "us" refer to
ALIAC).

Annuitant

The person whose life expectancy determines the amount and/or duration of the
payments under a life-contingent Annuity option.

Annuity

Payment of an income:

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

A fixed Annuity is one in which the payment amount does not vary. A variable
Annuity is one in which the payment amount may vary based on the net investment
results of the Funds.

Annuity Phase

The time during which we make Annuity payments.

Business Day

Each day our Home Office is open for business.

Code

The Internal Revenue Code of 1986, as it is amended from time to time.

Contract

This agreement between ALIAC and the Contract Holder.

Contract Holder

The entity or person named on the specifications page, to which the Contract is
issued.

Contribution

The payment, less any applicable premium tax, made to us during the Accumulation
Phase.

Effective Date

The date, shown on the specifications page, on which we issue the Contract or
establish an Individual Account.

Fixed Account

A Fixed Interest Option. The Fixed Account is an obligation of our General
Account.

Fixed Interest Options

Investment options, including the Fixed Account, the Fixed Plus Account and the
Guaranteed Accumulation Account that credit interest. The Fixed Interest Options
available during the Accumulation Phase are shown on Contract Schedule I under
Fixed Interest Options Available.
<PAGE>

Fixed Plus Account

A Fixed Interest Option. Limitations apply to withdrawals from the Fixed Plus
Account. The Fixed Plus Account is an obligation of our General Account.

Fund

One of the variable Investment Options available under this Contract. The Funds
are open-end, registered investment management companies (mutual funds) in which
the Separate Account invests.

General Account

The account that holds our assets other than those held in the Separate Account
or Nonunitized Separate Account.

Guaranteed Accumulation Account (GAA)

A Fixed Interest Option that may be available during the Accumulation Phase.
Under this option, we guarantee specified rates of interest for specified
periods of time. We hold amounts allocated to the Guaranteed Accumulation
Account in the Nonunitized Separate Account.

Good Order

Instructions that are complete and clear enough to allow us to act without
exercising discretion.

Home Office

Our main office located at 151 Farmington Avenue, Hartford, Connecticut.

Individual Account

An account, or accounts (including, if applicable, employer and employee
accounts) established for each Participant to maintain a record of transactions
and the value of Contributions as invested.

Investment Options

The Funds and Fixed Interest Options available under this Contract.

Maturity Date

The last day of a GAA guaranteed term. The last day of the guarantee period of
an Aetna GET Fund series.

Nonunitized Separate Account

A separate account that holds assets allocated to the Guaranteed Accumulation
Account.

Participant

A person who is covered under the retirement Plan or program for which this
Contract is issued and who has an interest in this Contract.

Plan

The retirement plan or program for which this Contract is issued.

Premium Tax

Any tax assessed by any governmental entity on Contributions or amounts used to
purchase Annuity payments.

Separate Account

An account that, through its subaccounts, buys and holds shares of the Funds.

Valuation Date

The date and time at which accumulation unit values and annuity unit values are
calculated. Currently, this calculation is made after the close of business of
the New York Stock Exchange on any the New York Stock Exchange is open.
<PAGE>

Section 1. General Contract Provisions
- -------------------------------------------------------------------------------

1.01   Entire Contract

          The entire Contract consists of this document and any endorsements
          incorporated.

          The Plan, if applicable, is not part of the Contract and ALIAC is not
          bound by its terms.

1.02   Nonparticipating Contract

          This Contract is nonparticipating. The Contract Holder, a Participant
          or a Contract beneficiary have no right to share in our earnings.

1.03   Control of Contract

          This Contract is issued to fund a plan or program which provides
          retirement income. Control of the Contract is as shown on Contract
          Schedule I under Control of Contract.

1.04   Certificate

          Any certificate provided to a Participant summarizes Contract
          provisions; it is for information only and is not part of the
          Contract. We will provide certificates as required by state in the
          state where the Contract is delivered.

1.05   Incontestability

          We will not cancel this Contract because of any error of fact.

1.06   Grace Period

          Except as provided in 8.09, this Contract and all Individual Accounts
          will remain in effect even if Contributions are not continued.

1.07   Change of Contract

          Only an ALIAC officer at the level of Vice President or higher, or an
          officer with written authorization from a Vice President or higher
          officer, may change the terms of this Contract. No other ALIAC
          employee, agent or representative can change this Contract.

          Except as noted below, this contract may be changed at any time by
          written mutual agreement between the Contract Holder and ALIAC. For
          changes we initiate requiring Contract Holder consent, we notify the
          Contract Holder 60 days in advance of the change and consider that the
          Contract Holder has agreed to the change unless we receive written
          notice that the Contract Holder does not agree to the change at least
          30 days before the effective date of the change.

          If we propose a change requiring Contract Holder consent and the
          Contract Holder does not agree to the change, we have the right to not
          establish new Individual Accounts and to stop accepting Contributions
          to existing Individual Accounts.

          We will not change the guaranteed minimum interest rate for the Fixed
          Account and Fixed Plus Account.

          We have the right to change the following without Contract Holder
          consent:

          (a)    Net Investment Factor (see 3.06)

                 We may change the Net Investment Factor by notifying the
                 Contract Holder in writing at least 30 days before the change
                 becomes effective. If we do this, the change will apply only to
                 Individual Accounts established, and Contributions received,
                 after the effective date of the change

          (b)    Guaranteed Accumulation Account A Market Value Adjustment (see
                 7.10)
<PAGE>

                 We may change the GAA Market Value Adjustment (see 7.10) by
                 notifying the Contract Holder in writing at least 90 days
                 before the change becomes effective. If we do this, the change
                 will apply only to guaranteed terms offered in deposit periods
                 after the effective date of the change.

          (c)    Systematic Distribution Options (see 8.08)

                 We may change the systematic distribution options by notifying
                 the Contract Holder in writing at least 30 days before the
                 change becomes effective. If we do this, the change will not
                 apply to Participants or beneficiaries receiving payments under
                 the option before the effective date of the change.

          (d)    Annuity Options (see 11.02)

                 We may change Annuity Options by notifying the Contract Holder
                 in writing at least 30 days before the effective date of the
                 change. If we do this, the change will not take effect until at
                 least 12 months after the Effective Date of the Contract, or
                 until at least 12 months after any previous change. Any change
                 will not apply to Participants or beneficiaries receiving
                 Annuity payments before the effective date of the change.


          (e)    Mortality Table (see 11.04)

                 We may change the mortality table by notifying the Contract
                 Holder in writing at least 30 days before the effective date of
                 the change. If we do this, the new table will not apply to
                 Individual Accounts established before the Effective Date of
                 the change.


          In addition, we may change this Contract as required to comply with
          state and federal law without Contract Holder consent by notifying the
          Contract Holder at least 30 days before the effective date of the
          change.

          Any unilateral change will not apply to Individual Accounts
          established before the effective date of the change, but will apply to
          Individual Accounts established on or after the change becomes
          effective. If we make a unilateral change, the Contract Holder or
          Participants, as applicable, are permitted to terminate participation
          in the Contract before the effective date of the change under the
          terms of the Contract in effect prior to the effective date of the
          change.

          We will make any change of Contract by endorsement, which may be
          subject to regulatory approval in the state where the Contract is
          issued.

1.08   Payments

          We make payments as directed by the Contract Holder or a Participant,
          as applicable. Payment requests must be in writing or as we otherwise
          allow in our administrative practice. We determine the amount of any
          payment based on the Individual Account value as of the Valuation Date
          following our receipt of a payment request in Good Order at our Home
          Office. Generally, we make payments within seven calendar days.

1.09   Deferral of Payment

          We may defer payment up to a period of six months or as otherwise
          provided by state and/or federal law.

1.10   Proof of Age

          If a life-contingent Annuity option is elected, we may require proof
          of the age of an Annuitant.

1.11   Evidence of Survival

          We may require proof that any Annuitant under a life-contingent
          Annuity option is living.

1.12   Misstatements and Adjustments

          If we learn that the age of any Annuitant or second Annuitant is
          misstated, we will use the correct age to adjust payments. We reserve
          the right to obtain reimbursement, or to adjust future payments for
          any amount we overpaid. We will pay the amount of any underpayment.

1.13   Reports

          Each calendar year we provide the Contract Holder or a Participant, as
          applicable, with a report of the Individual Account value. We also
          provide an annual report for the Separate Account.
<PAGE>

1.14   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. To determine legal reserve valuation, we
          use Annuity tables required by law; such tables may be different from
          those we use to determine Annuity payments.

1.15   Claims of Creditors

          Individual Accounts are not subject to the claim of any creditor of
          the Contract Holder, a Participant or Beneficiary, except to the
          extent permitted by law.

1.16   Maintenance Fee

          We may deduct an annual maintenance fee during the Accumulation Phase.

          The amount of the maintenance fee, if any, for this Contract will
          never be more than the amount shown on Contract Schedule I under
          Maximum Maintenance Fee.

          The fee, if any, is deducted proportionately from each Investment
          Option in which the Individual Account is invested on the anniversary
          of the Individual Account Effective Date. The fee is also deducted if
          the entire Individual Account value is withdrawn. No fee is deducted,
          however, when a full withdrawal occurs within 90 calendar days of the
          date on which the fee was last deducted.

          If a Participant has more than one Individual Account, we may deduct
          the fee proportionately from all Individual Accounts. We may eliminate
          the fee for an Individual Account established with one Contribution.

1.17   Charges for Additional Services

          At the request of the Contract Holder, we, or our authorized
          representatives, may provide administrative services to the Plan. We
          reserve the right to charge for such services.

1.18   Charges Subject to Change

          The maintenance fee (see 1.15) and charges to the Separate Account
          (see 3.07) may vary (increase, decrease, or be eliminated) based on
          the total assets held in all Individual Accounts under the Contract.
          In determining total assets, we may aggregate Individual Accounts
          established under different ALIAC contracts. The aggregate amount is
          equal to the sum of assets in all Individual Accounts under this
          Contract, plus the value of Individual Accounts under other ALIAC
          contracts of the same class issued to the Contract Holder. We may
          determine the amount of the maintenance fee and/or charges to the
          Separate Account based on total assets on an annual basis. We will
          determine initial charges based on our estimate of the amount that
          will be allocated to the Contract during the first two years.
<PAGE>

                           Part I. Accumulation Phase

Section 2. Contributions and Individual Account Value
- ------------------------------------------------------------------------------

2.01   Contributions

          We allocate Contributions in whole percentages among the Investment
          Options available as directed by the Contract Holder or a Participant,
          as applicable. Changes in future Contribution allocation may be made
          at any time, without charge. The Contract Holder or a Participant, as
          applicable, may also establish an Individual Account with a lump-sum
          Contribution.

          We reserve the right to establish minimum Contribution amounts and to
          refuse to accept any Contribution.

          Contributions to Individual Accounts may be limited as provided in the
          Code. The limits, if any, are shown on Contract Schedule I under
          Contribution Limits.

2.02   Premium Tax

          We pay any applicable premium tax when it is due. We will deduct the
          amount of any applicable premium tax from the Individual Account value
          no earlier than when there is a tax liability.

2.03   Individual Account

          We will establish an Individual Account for each Participant.

          If required, we will provide accounts that distinguish between
          employer and employee Contributions for each Participant.

2.04   Experience Credit

          We may apply experience credits (investment, administrative, mortality
          or other) under this Contract and may apply such credits as:

          (a)    A reduction in the maintenance fee;

          (b)    A reduction in the mortality and expense risks charge to the
                 Separate Account;

          (c)    A reduction in the administrative charge to the Separate
                 Account; and

          (d)    An increase in a Fixed Interest Option interest rate.

          We will apply experience credits at our sole discretion as we deem
          appropriate for the class of contracts to which the Contract is
          issued.

2.05   Individual Account Value

          As of the most recent Valuation Date, the Individual Account value is
          equal to the total of all Contributions:

          (a)    Plus any interest added on the amount, if any, allocated to a
                 Fixed Interest Option(s),

          (b)    Plus or minus the investment experience on the amount, if any,
                 held in the Separate Account;

          (c)    Minus any applicable maintenance fees, any amounts withdrawn,
                 or used to purchase Annuity payments, or any applicable premium
                 tax; and

          (d)    Minus any applicable fees or charges deducted.


Section 3. Separate Account
- -------------------------------------------------------------------------------

3.01   General

          The Separate Account, established under Title 38a, Section 38a-433 of
          the Connecticut General Statutes, buys and holds shares of the Funds
          available. The Separate Account is registered as a unit investment
          trust under the Investment Company Act of 1940.

          We own the assets held in the Separate Account; we are not a trustee
          of those assets. Income, gains or losses, realized or unrealized, are
          credited to or charged against the Separate Account without regard to
          our
<PAGE>

          other income, gains or losses. Except to the extent of reserves and
          other Contract liabilities, Separate Account assets cannot be charged
          with liabilities arising out of any other business we conduct.

3.02   Funds Available

          We reserve the right to limit the number of Funds in which an
          Individual Account may be invested, at one time or cumulatively,
          during the Accumulation Phase and/or Annuity Phase.

3.03   Change or Substitution of Funds

          We reserve the right to stop offering any Fund or to add Funds. We may
          substitute shares of a Fund for shares of another Fund. We will
          provide the Contract Holder with reasonable advance notice of any
          elimination, addition or substitution of a Fund. If the Plan is
          subject to ERISA, we will seek Contract Holder consent in advance of
          any Fund substitution. Consent will be deemed given unless, following
          notice of substitution and within a prescribed time period, the
          Contract Holder notifies us in writing that it does not consent and
          provides us with alternative investment instructions for the shares
          that would otherwise be affected by the substitution.

3.04   Accumulation Units

          Each Contribution allocated to one or more of the Funds is credited to
          an Individual Account as accumulation units. The number of
          accumulation units is calculated by dividing the amount of the
          Contribution allocated to the Fund by the accumulation unit value (see
          3.05) as of the next Valuation Date after the Contribution is received
          at our Home Office in Good Order.

3.05   Accumulation Unit Value

          The value of each accumulation unit for any Fund for each Valuation
          Date is computed by multiplying the net investment factor (see 3.06)
          by the accumulation unit value for such Valuation Date.

          Accumulation unit values may increase or decrease from Valuation Date
          to Valuation Date.

3.06   Net Investment Factor

          The net investment factor is used to compute the accumulation unit
          value for any Fund.

          For each Valuation Date, for each Fund, the net investment factor is
          equal to 1.0000000, plus the net return rate.

          The net return rate equals:
                               [a - b - c]
                         -----------------------  - e - f, where:
                                   d

           a is   the value of the shares of the Fund held by the Separate
                  Account at the end of a Valuation Period;

           b is   the value of the shares of the Fund held by the Separate
                  Account at the start of the Valuation Period;

           c is   taxes or provisions for taxes, if any, on the Separate Account
                  (with any federal income tax liability offset by foreign tax
                  credits to the extent allowed);

           d is   the total value of the accumulation units and annuity units
                  of the Separate Account at the start of the Valuation Period;

           e is   Separate Account daily charges for mortality and expense
                  risks and a daily administrative charge as shown on Contract
                  Schedules I and II under Daily Charges to the Separate
                  Account; and

           f is   if applicable, a fee for the GET Fund Guarantee, which is
                  deducted daily during the Guarantee Period. The fee, which
                  is determined before the beginning of each offering period,
                  is shown on Contract Schedule I under GET Fund Guarantee Fee.

                  The net return rate may be greater or less than zero percent.
<PAGE>

3.07   Charges to the Separate Account

          During the Accumulation Phase, we may deduct a mortality and expense
          risks charge from the Individual Account value invested in the
          Separate Account. In addition, we reserve the right to impose an
          administrative charge.

          The charges to the Separate Account are shown on Contracts Schedules I
          under Maximum Daily Charges to the Separate Account and are deducted
          daily.

3.08   Separate Account Transfers

          During the Accumulation Phase, any portion or all of the Individual
          Account value held in a Fund may be transferred to any other Fund or
          any available Fixed Interest Option. The Individual Account value will
          be based on the Fund's accumulation unit value next determined after
          we receive a transfer request in Good Order.

3.09   Withdrawals from the Separate Account

          If the Contract Holder or a Participant, as applicable, requests a
          partial or full withdrawal (see 8.02) from the Funds, a withdrawal
          charge may apply (see 8.04).

Section 4. Aetna GET Fund (GET Fund)
- -------------------------------------------------------------------------------
The following provisions apply if the GET Fund is available as shown on Contract
Schedule I under Aetna GET Fund Availability.

4.01   GET Fund Guarantee Period

          For each GET Fund series, the period for which the GET Fund Guarantee
          applies. The Guarantee Period ends on the Maturity Date.

4.02   GET Fund Offering Period

          The period, usually from one to three months, during which the
          Contract Holder or a Participant, as applicable, may allocate
          (transfer or deposit) amounts to a GET Fund series. Each GET Fund
          series has a specific offering period.

          We will specify a minimum total asset amount required at the end of an
          offering period to offer a GET Fund series. If the minimum is not
          achieved, we reserve the right to not start the Guaranteed Period. If
          a GET Fund series is terminated, we will send written notification to
          all Contract Holders or Participants, as applicable, who have made
          allocations to that GET Fund series. We inform Contract Holder or
          Participant, as applicable, no later than 15 days after the end of the
          offering period. The Contract Holder or a Participant, as applicable,
          then has 45 days from the end of the offering period to reallocate the
          amount allocated to the GET Fund to any other available Investment
          Options. During this time, GET Fund assets are invested in money
          market instruments. If Contract Holder or a Participant, as
          applicable, makes no election by the end of the 45-day period, at the
          next Valuation Date, we will allocate the amount in the terminated GET
          Fund series to the money market fund.

          We reserve the right to specify a maximum total asset amount for a GET
          Fund series. If the maximum is achieved, we reserve the right to set a
          date on which we will stop accepting allocations for that GET Fund
          series. We will announce the date on which we will stop accepting
          transfer and allocations 10 days prior to that date.
<PAGE>

4.03   GET Fund Guarantee

          On the Maturity Date of each GET Fund series, the GET Fund
          accumulation unit value for that series will not be less than the Fund
          accumulation unit value determined at the close of business on the
          last day of the offering period. If necessary to offset any shortfall
          in the GET Fund accumulation unit value, we will transfer funds from
          our General Account to the GET Fund. The GET Fund guarantee does not
          apply to transfers or withdrawals made before the Maturity Date.

          If GET Fund accumulation units are adjusted at any time during the
          guaranteed period, the GET Fund guarantee will be restated. We
          calculate the restated guarantee so that it is equivalent to the
          original guarantee for that GET Fund series.

          A daily charge is assessed on the amount, if any, allocated to the GET
          Fund. This charge for the GET Fund guarantee will range between 0.25%
          and 1.25% on an annual basis (the prospectus for each GET Fund series
          offering provides the charge applicable to that offering).


4.04   GET Fund Maturity Date

          The GET Fund Maturity Date is the date on which the guarantee period
          ends and GET Fund accumulation units are liquidated.

          Prior to the Maturity Date for each series, we send a written notice
          to each Contract Holder or Participant, as applicable, who has an
          Individual Account value in that series. In response, the Contract
          Holder or Participant, as applicable, must tell us to which available
          Investment Option to transfer the amount in the GET Fund on the
          Maturity Date. If we do not receive instructions, on the Maturity Date
          we transfer the portion of the Individual Account value held in the
          GET Fund to another GET Fund series, if available. If no GET Fund
          series is available, we transfer the amount to the Fund or Funds we
          designate.

4.05   Transfers or Withdrawals from the GET Fund

          Transfers or withdrawals from the GET Fund before the Maturity Date
          are based on the GET Fund Unit value for the Valuation Date next
          following the date on which we receive the request in Good Order (see
          8.01 and 8.02).

Section 5. Fixed Account
- -------------------------------------------------------------------------------

The following provisions apply if the Fixed Account is available as shown on
Contact Schedule I under Fixed Interest Options Available.

5.01   Fixed Account Minimum Guaranteed Interest Rate

          The Fixed Account minimum guaranteed interest rate is shown on
          Contract Schedule I under Fixed Account Minimum Guaranteed Interest
          Rate.

          Each calendar year, we will set an annual minimum guaranteed interest
          rate which will apply to all amounts held in the Fixed Account during
          the calendar year. The one year minimum guaranteed interest rate will
          be established prior to each calendar year and will be made available
          to the Contract Holder or Participants, as applicable, in advance of
          the calendar year. We, at our discretion, may credit a higher interest
          rate, which is not guaranteed; we will make the current rate, and the
          period for which it will be credited, available to the Contract Holder
          or Participants, as applicable.

5.02   Transfers from the Fixed Account

          During each rolling 12-month period, the percentage shown on Contract
          Schedule I under Fixed Account Annual Transfer Limit of the amount in
          the Fixed Account may be transferred to any available Investment
          Option. The amount available for transfer will be based on the
          Individual Account value in the Fixed Account as of the January 1
          preceding the transfer request. There is no limit on the amount that
          may be transferred to the Fixed Plus Account. We may, on a temporary
          basis, allow transfer of a larger percentage.
<PAGE>

5.03   Withdrawals from the Fixed Account

          If the Contract Holder or a Participant, as applicable, requests a
          partial or full withdrawal (see 8.02) from the Fixed Account, a
          withdrawal charge may apply (see 8.04).

Section 6. Fixed Plus Account
- -------------------------------------------------------------------------------

The following provisions apply if the Fixed Plus Account is available as shown
on Contract Schedule I under Fixed Interest Options Available.

6.01   Fixed Plus Account Minimum Guaranteed Interest Rate

          The Fixed Plus Account minimum guaranteed interest rate is shown on
          Contract Schedule I under Fixed Plus Account Minimum Guaranteed
          Interest Rate.

          Each calendar year, we will set an annual minimum guaranteed interest
          rate which will apply to all amounts held in the Fixed Plus Account
          during the calendar year. The one year minimum guaranteed interest
          rate will be established prior to each calendar year and will be made
          available to the Contract Holder or Participants, as applicable, in
          advance of the calendar year. We, at our discretion, may credit a
          higher interest rate, which is not guaranteed; we will make the
          current rate, and the period for which it will be credited, available
          to the Contract Holder or Participants, as applicable.

6.02   Transfers from the Fixed Plus Account

          During each rolling 12-month period, the percentage shown on Contract
          Schedule I under Fixed Plus Account Annual Transfer and Withdrawal
          Limit of the amount in the Fixed Plus Account may be transferred to
          any available Investment Option.

          The amount available for transfer is based on the Individual Account
          value in the Fixed Plus Account on the January 1 preceding the
          transfer request reduced by any amount withdrawn, transferred, taken
          as a loan (if allowed under the Contract) or used to purchase Annuity
          payments during the previous 12 months. In addition, we reserve the
          right to reduce the amount available for transfer by amounts withdrawn
          under a systematic distribution option.

          We reserve the right to waive the transfer limit when the amount in
          the Fixed Plus Account is $2,000 or less. In addition, 20% of the
          amount in the Fixed Plus Account may be transferred in each of four
          consecutive 12-month periods with the balance transferred in the
          succeeding 12-month period subject to the following conditions:

          (a)    During the five-year period, no additional amounts are
                 allocated to or transferred from the Fixed Plus Account;

          (b)    We will include any amount transferred, taken as a loan (if
                 allowed under the Contract) or used to purchase Annuity
                 payments during the prior 12-month period when calculating the
                 amount which equals 20%; and

          (c)    We reserve the right to include amounts paid under a systematic
                 distribution option when calculating the amount which equals
                 20%.

6.03   Partial Withdrawals from the Fixed Plus Account

          During each rolling 12-month period, the percentage shown on Contract
          Schedule I under Fixed Plus Account Transfer and Withdrawal Limit may
          be withdrawn from the Fixed Plus Account.

          The amount available for withdrawal is based on the amount of the
          Individual Account value in the Fixed Plus Account on the January 1
          preceding the withdrawal request reduced by any amount withdrawn,
          transferred, taken as a loan (if allowed under the Contract), or used
          to purchase Annuity payments during the preceding 12-month period. In
          addition, we reserve the right to reduce the amount available by
          deducting any amount withdrawn under a systematic distribution option.

          The withdrawal limit does not apply when the partial withdrawal is:

          (a)    Due to a Participant's death during the Accumulation Phase and
                 is made within six months of the date
<PAGE>

                 of death (this exception applies to only one partial
                 withdrawal);

          (b)    Used to purchase Annuity payments; or

          (c)    Due to other conditions as we may allow without discrimination.

6.04   Full Withdrawal of the Total Amount in the Fixed Plus Account

          The Contract Holder, or a Participant, as applicable, may withdraw the
          full amount held in the Fixed Plus Account. When we receive a request
          for a full withdrawal, no additional transfers, partial withdrawals or
          loans (if allowed under the Contract) are allowed.

          The Individual Account value held in the Fixed Plus Account may be
          withdrawn as shown on Contract Schedule I under Full Withdrawal from
          the Fixed Plus Account.

          No withdrawal charge applies to amounts withdrawn.

          The Contract Holder or Participant, as applicable, may cancel a full
          withdrawal request from the Fixed Plus Account at any time.

6.05   Waiver of Fixed Plus Account Full Withdrawal Provision

          The restriction on payment of a full withdrawal from the Fixed Plus
          Account (see x.xx) does not apply to any of the circumstances shown on
          Contract Schedule I under Waiver of Fixed Plus Account Full Withdrawal
          Provision.

Section 7. Guaranteed Accumulation Account (GAA)
- --------------------------------------------------------------------------------

7.01   Nonunitized Separate Account

          The Nonunitized Separate Account is established under Title 38a,
          Section 38a-433 of the Connecticut General Statutes. There are no
          discrete units for this account. We own the assets held in the
          Nonunitized Separate Account; we are not a trustee of those assets.
          Income, gains or losses, realized or unrealized, are credited to or
          charged against the Nonunitized Separate Account without regard to our
          other income, gains or losses. Except to the extent of reserves and
          other Contract liabilities, Nonunitized Separate Account assets cannot
          be charged with liabilities arising out of any other business we
          conduct.

7.02   GAA Minimum Guaranteed Interest Rate

          All Contributions allocated to a GAA guaranteed term (see 7.04) earn a
          rate of interest which we determine and which is guaranteed when the
          Contribution remains in the guaranteed term until the Maturity Date.
          The rate credited will never be less than the minimum interest rate
          shown on Contract Schedule I under Guaranteed Accumulation Account
          Minimum Guaranteed Interest Rate.

          For guaranteed terms of one year or less, one guaranteed rate is
          credited for the full guaranteed term. For longer guaranteed terms, we
          may credit an initial guaranteed interest rate from the date of
          deposit to the end of a specified period within the guaranteed term.
          We may credit different interest rates for subsequent specified
          periods throughout the guaranteed term.

7.03   Deposit Period

          A deposit period is the period of time we determine during which we
          accept allocations (Contributions, transfers, or reinvestments) to one
          or more guaranteed terms. We reserve the right to extend the deposit
          period.
<PAGE>

7.04   Guaranteed Term

          A guaranteed term is the period of time for which we guarantee the
          declared interest rate for allocations (Contributions, transfers, or
          reinvestments) to GAA guaranteed terms. We may offer guaranteed terms
          ranging in duration from one to ten years. During each deposit period,
          we may offer more than one guaranteed term of varying lengths. The
          guaranteed term begins the day after the deposit period ends. The
          Contract Holder or a Participant, as applicable, may allocate new
          Contributions or transfers to any or all guaranteed terms available in
          the current deposit period.

7.05   Guaranteed Term Groups

          A guaranteed term group is comprised of all GAA guaranteed terms of
          the same duration.

7.06   Maturity Date, Maturity Value and Reinvestment

          The Maturity Date is the last day of a guaranteed term. The maturity
          value is the amount we pay at the end of a guaranteed term. At least
          18 days before any guaranteed term Maturity Date, we notify the
          Contract Holder or a Participant, as applicable, of the projected
          maturity value and the guaranteed terms (and the guaranteed interest
          rates for each) available during the then-current deposit period. The
          Contract Holder, or a Participant, as applicable, may then tell us how
          to allocate the maturity value.

          If the Contract Holder or a Participant, as applicable, does not tell
          us how to reinvest the maturity value, we reinvest it in a guaranteed
          term of the same duration if one is available. If no guaranteed term
          of the same duration is available, we reinvest the maturity value in
          the guaranteed term with the next shortest duration. If no shorter
          guaranteed term is available, we reinvest the maturity value in the
          next longest term. We mail a confirmation of reinvestment. The
          confirmation includes the guaranteed term in which we have reinvested
          the maturity value and the guaranteed interest rate for that term.

          If we have reinvested the maturity value, during the month following
          the Maturity Date, the Contract Holder or a Participant, as
          applicable, may transfer or withdraw the reinvested amount, with
          interest earned (as of the date we receive the request) without
          incurring a Market Value Adjustment.

7.07   Transfers and Withdrawals from the GAA

          Except as noted below, the Contract Holder or a Participant, as
          applicable, may transfer any portion or all of the amount held in the
          GAA. Transfers or withdrawals before the Maturity date may be subject
          to a Market Value Adjustment (see 7.10). Amounts invested in a
          guaranteed term may not be transferred during the deposit period or
          for a period of 90 days after the close of the deposit period.

          Unless directed otherwise, when the Contract Holder or a Participant,
          as applicable, requests a transfer or withdrawal from the GAA, we
          withdraw amounts proportionately from each guaranteed term in which
          the Individual Account is invested. Within a guaranteed term group, we
          withdraw first from the oldest deposit period and then from the next
          oldest and so on until the amount requested is withdrawn.

7.08   Application of the Market Value Adjustment

          Transfers or withdrawals from the GAA before the Maturity date are
          subject to a Market Value Adjustment, except for:

          (a)    A one-month period following the Maturity Date on which we have
                 automatically reinvested the value on the Maturity Date;

          (b)    Distributions under certain systematic distribution options;
                 and

          (c)    When the withdrawal is equal to the minimum distribution amount
                 required under the Code, using a method permitted by the Code
                 and which we offer.

          If the amount withdrawn is used to purchase life-contingent Annuity
          payments, the Market Value Adjustment applies only if it is positive.

          For withdrawals and transfers from the GAA made (1) within six months
          of a Participant's death; or (2) to purchase Annuity payments under a
          life-contingent Annuity option, the amount withdrawn from the GAA is
          the greater of:

          (a)    The aggregate MVA amount which is the sum of all market value
                 adjusted amounts calculated due to a
<PAGE>

                 withdrawal before the Maturity Date (which may be positive or
                 negative); or

          (b)    The amount in the GAA.

          For withdrawals made after the six month period following death, the
          withdrawal or transfer amount is the aggregate MVA amount.

          An MVA applies to amounts withdrawn to purchase Annuity payment under
          a period certain Annuity option.

          We may change the GAA Market Value Adjustment by notifying the
          Contract Holder in writing at least 90 days before the change becomes
          effective. Any such change will apply only to guaranteed terms offered
          in deposit periods after the effective date of the change and will
          apply to existing and new Individual Accounts.

7.09   Market Value Adjustment (MVA)

          The Market Value Adjustment reflects any change in yields on U.S.
          Treasury Notes from the time an amount is allocated to a GAA
          guaranteed term to the time of a transfer or withdrawal prior to the
          Maturity Date. When the Market Value Adjustment is applied, the amount
          transferred or withdrawn from the GAA is multiplied by a factor which
          is calculated as follows:

                                          x
                                       -------
                                         365

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

          Where:

                i     is the deposit period 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 and the current yield are determined as
          follows:

          Deposit Period Yield
          --------------------
          At the close of the last business day of each week of a deposit
          period, we compute a yield that is the average of the yields on U.S.
          Treasury Notes which mature in the last three months of the guaranteed
          term. The deposit period yield is the average of those yields for the
          deposit period. If a withdrawal is made prior to the close of the
          deposit period, the deposit period yield is the average of the yields
          of U.S. Treasury Notes for each week preceding the withdrawal. In the
          event that no U.S. Treasury Notes will mature in the last three months
          of the guaranteed term, we reserve the right to use the U.S. Treasury
          Notes that mature in a following quarter.

          Current Yield
          -------------
          The Current Yield is the average of the yields of the same U.S.
          Treasury Notes used to calculate the deposit period yield on the last
          business day of the week preceding withdrawal.
<PAGE>

Section 8. Transfers, Withdrawals and Distributions
- --------------------------------------------------------------------------------

8.01   Transfers

          During the Accumulation Phase, the Contract Holder or a Participant,
          as applicable, may transfer all or any portion of the Individual
          Account value among the available Investment Options. The Individual
          Account value on any amount transferred from a Fund will be based on
          the Fund's accumulation unit value next determined after we receive
          the transfer request In Good Order.

          The Contract Holder or a Participant, as applicable, may request a
          transfer by properly completing a transfer request form and sending it
          to our Home Office, or by otherwise complying with our administrative
          procedures. We reserve the right to establish a minimum transfer
          amount.

8.02   Withdrawals

          As allowed by the Plan, if applicable, and subject to provisions of
          the Code (see 8.03), during the Accumulation Phase, the Contract
          Holder or a Participant, as applicable, may withdraw any portion or
          all of the Individual Account value. The Individual Account value of
          any amount withdrawn from a Fund will be based on the Fund's
          accumulation unit value next determined after we receive the transfer
          request In Good Order.

          The Contract Holder or a Participant, as applicable, may request a
          withdrawal by properly completing a withdrawal request form and
          forwarding it to our Home Office, or by otherwise complying with our
          administrative procedures. Unless the Contract Holder or Participant,
          as applicable, requests otherwise, the withdrawal will be made pro
          rata from the Investment Options in which the Individual Account is
          invested.

          A withdrawal charge may apply to amounts withdrawn (see 8.04). In
          addition, a market value adjustment may apply to amounts withdrawn
          from the GAA (see 7.08 and 7.09) and limitations may apply to
          withdrawals from the Fixed Plus Account (see 6.04).

8.03   Withdrawal Restrictions Under the Code

          The Code may impose restrictions on the amount and timing of
          withdrawals. The restrictions, if any, applicable to this Contract are
          shown on Contract Schedule I under Withdrawal Restrictions Under the
          Code. Withdrawals that do not comply with the Code may be subject to
          tax penalties.

8.04   Withdrawal Charge

          During the Accumulation Phase, we may deduct a withdrawal charge from
          the Individual Account value withdrawn. The charge, if any, is a
          percentage of the amount withdrawn from the Funds and/or Fixed
          Interest Options (except, if applicable, the Fixed Plus Account). The
          withdrawal charge will never exceed 8.5% of the total amount of
          Contributions.

          The withdrawal charge, if any, is shown on Contract Schedule I under
          Withdrawal Charge.

8.05   Waiver of Withdrawal Charge

          The withdrawal charge (see 8.04) does not apply in any of the
          circumstances shown on Contract Schedule I under Waiver of Withdrawal
          Charge.

          In addition, we reserve the right to reduce, waive or eliminate the
          withdrawal charge.

8.06   Reinstatement

          Within 30 days after a withdrawal, the Contract Holder or a
          Participant, as applicable may elect to reinstate all or a portion of
          the proceeds of a full withdrawal if allowed by applicable law. We
          must receive the reinstated amount within 60 days of the withdrawal.

          Any maintenance fee and withdrawal charge imposed at the time of the
          withdrawal is included in the reinstatement. If only a portion of the
          amount withdrawn is reinstated, the amount of any maintenance fee and
          withdrawal charge deducted will be restored proportionally. The amount
          of any market value adjustment deducted from any amount withdrawn from
          GAA is not included in the amount reinstated.

          Any amount reinstated to the GA Account will be credited to guaranteed
          terms available in the current deposit period. We will reinvest it in
          a guaranteed term of the same duration if one is available. If no
          guaranteed
<PAGE>

          term of the same duration is available, we reinvest the maturity value
          in the guaranteed term with the next shortest duration. If no shorter
          guaranteed term is available, we reinvest the maturity value in the
          next longest term.

          Amounts withdrawn from a GET Fund series are reinstated to the current
          offering period if one is available. If no GET Fund offering period is
          available, any amount withdrawn from the GET Fund is reinstated
          equally among all other Investment Options in which the Individual
          Account is invested.

          Amounts are reinstated among the Investment Options in the same
          proportion as they were held at the time of withdrawal, except, as
          noted above, for amounts from the GET Fund. Any maintenance fee which
          falls due after the withdrawal and before the reinstatement is
          deducted from the amount reinstated.

          The number of accumulation units reinstated to any Fund is based on
          the accumulation unit value(s) next computed after we receive the
          reinstatement request in Good Order at our Home Office.

          Reinstatement is permitted only once.

8.07   Required Distributions

          While an Individual Account remains in the Accumulation Phase, the
          Code may require distribution of all or a portion of the Individual
          Account value. The Contract Holder, a Participant or Contract
          beneficiary, as applicable, must tell us when to begin distributions.
          We have no responsibility for adverse tax consequences as the result
          of the Contract Holder, Participant or Contract beneficiary, as
          applicable, not complying with minimum distribution requirements.

          The distribution requirements, if any, are shown on Contract Schedule
          I under Required Distributions.

          Generally, to meet distribution requirements, the Contract Holder, a
          Participant or Contract beneficiary, as applicable, may request
          partial withdrawals, a systematic distribution option (see 8.08) or an
          annuity option.

8.08   Systematic Distribution Options (SDOs)

          During the Accumulation Phase, we may offer one or more distribution
          options under which we make regularly scheduled automatic partial
          distributions of the Individual Account value. To request an SDO, the
          Contract Holder, a Participant or Contract beneficiary, as applicable,
          must complete an SDO election form and forward it to our Home Office.

          Each option is available without discrimination to any class of
          Contracts. The availability of any specific option may be subject to
          terms and conditions applicable to that option. We may discontinue the
          availability of an SDO option for future election; payments will,
          however, continue to Participants who elected the option before the
          date it is no longer available.

8.09   Individual Account Termination

          If the Individual Account value is $3,500 or less, and we have
          received no Contributions for 12 months, we reserve the right to
          terminate an Individual Account. Before we do this, we notify the
          Contract Holder or Participant, as applicable, 90 days in advance.
          When we terminate an Individual Account, we do not deduct a withdrawal
          charge. We do not exercise this right when the Individual Account
          value is $3,500 or less due to investment performance.

Section 9. Loans
- -------------------------------------------------------------------------------

9.01   Loan Availability

          If loans are available under the Contract, a loan endorsement is
          attached.
<PAGE>

Section 10. Death Benefit During the Accumulation Phase
- -------------------------------------------------------------------------------

10.01  Death Benefit

          If a Participant dies during the Accumulation Phase, we pay a death
          benefit. The amount of the death benefit is the Individual Account
          value as of the Valuation Date following the date we receive
          acceptable proof of death at our Home Office (see 7.10 for amounts in
          the GAA).

10.02  Contract Beneficiary

          The Contract beneficiary is shown on Contract Schedule I under
          Contract beneficiary. Generally, the Participant may name a
          beneficiary under the Plan (the Plan beneficiary). If allowed by the
          Plan, when designating the Beneficiary, the Contract Holder or a
          Participant, as applicable, may specify, the form of payment as
          permitted by the Code. The Contract beneficiary and the form of
          payment, if applicable, may be designated or changed in writing or as
          we may otherwise allow in our administrative procedures.

10.03  Distribution of Death Benefit

          Generally, if the Plan beneficiary is the Participant's surviving
          spouse, distribution of the death benefit must begin no later than the
          year the Participant would have attained age 70 1/2 or any other date
          allowed under federal law or regulations.

          If the Plan beneficiary is not the Participant's surviving spouse,
          generally, the death benefit must be used to purchase Annuity payments
          within one year of the year of the Participant's death or otherwise
          paid within five years of the year of the Participant's death.

          Annuity payments to a Plan beneficiary may not extend beyond the
          period specified in the Code.
<PAGE>

                             Part II. Annuity Phase

Section 11. General Provisions
- -------------------------------------------------------------------------------

11.01  Election

          The Contract Holder, a Participant , Contract or Plan beneficiary, as
          applicable, may elect an Annuity option by properly completing an
          election form and forwarding it to our Home Office no later than 30
          days before the desired first Annuity payment date. All elections of
          an Annuity option must comply with the minimum distribution
          requirements of Code Section and any applicable laws and regulations.

          All or any portion of the Individual Account value (after the
          deduction of any applicable premium tax) may be used to purchase
          Annuity payments (for amounts from the GAA, see 7.08).

          The Contract Holder, a Participant, Contract or Plan beneficiary, as
          applicable, must also select an Annuity option (see 11.03) and the
          Investment Option(s) (see 11.06).

          Once payments begin, an Annuity option may not be changed.

11.02  Change of Annuity Provisions

          We reserve the right to change Annuity options (see 11.03) and the
          mortality table (see 11.04) we use to calculate payment rates for
          life-contingent Annuity payments. If we do this, the change will not
          take effect until at least 12 months after the Contract Effective
          Date, or until at least 12 months after any previous change. A change
          to Annuity options or the mortality table used to calculate payment
          rates will not apply to Individual Accounts established before the
          effective date of the change.

11.03  Annuity Options

          The Contract Holder, a Participant, Contract or Plan beneficiary, as
          applicable, must elect one of the following:

          Payments for a Stated Period
          ----------------------------
          This option provides payments for a stated period. The number of years
          in the stated period must fall within the range shown on Contract
          Schedule II under Guaranteed Payment Period.

          If payments for this option are under a Variable Annuity, the present
          value of any remaining payments may be withdrawn at any time. If a
          withdrawal is requested within five years of the first payment, the
          lump sum payment is treated as a withdrawal during the Accumulation
          Phase and any applicable withdrawal charge applies (see 8.04).

          If the payments are fixed-only, an annual increase of one, two or
          three percent (compounded annually) may be elected at the time the
          Annuity option is chosen (if permitted by the Code).

          Life Income for One Annuitant
          -----------------------------
          This option provides payments for the life of the Annuitant. If this
          option is elected, the Contract Holder, a Participant or Contract
          beneficiary, as applicable, must also choose one of the following:

          (a)    Payments cease at the death of the Annuitant; or

          (b)    Payments are guaranteed for a period within the range shown on
                 Contract Schedule II under Guaranteed Payment Period; or

          (c)    Fixed-only cash refund: at the death of the Annuitant, the
                 Beneficiary receives a lump sum payment in an amount equal to
                 the amount applied to the Annuity, less the amount of payments
                 made to the Annuitant.

          Under (a) or (b), if the payments are fixed-only, an annual increase
          of one, two or three percent (compounded annually) may be elected at
          the time the Annuity option is chosen (if permitted by the Code).
<PAGE>

          Life Income for Two Annuitants
          ------------------------------
          This option provides payments for the lives of the Annuitant and a
          second Annuitant. Payments continue until both Annuitants have died.
          If this option is elected, the Contract Holder or a Participant, as
          applicable, must also choose one of the following:

          (a)    100% of the payment amount to continue after the first death;
                 or

          (b)    66 2/3% of the payment amount to continue after the first
                 death; or

          (c)    50% of the payment amount to continue after the first death; or

          (d)    100% of the payment amount to continue after the first death
                 with payments guaranteed to the Beneficiary after the second
                 death for a period within the range shown on Contract Schedule
                 II under Guaranteed Payment Period; or

          (e)    100% of the payment amount to continue at the death of the
                 specified second Annuitant and 50% of the payment amount to
                 continue at the death of the specified Annuitant; or

          (f)    100% of the fixed-only payment amount to continue after the
                 first death with a cash refund to the Contract beneficiary
                 after the second death. The amount of the cash refund is equal
                 to the amount applied to the Annuity, less the amount of
                 payments made.

          Under (a) or (d), if the payments are fixed-only, an annual increase
          of one, two or three percent (compounded annually may be elected at
          the time the Annuity option is chosen (if permitted by the Code).

          Other Options
          -------------
          We may make other options available.

11.04  Mortality Table

          The mortality table used for calculating Annuity payments for life is
          shown on Contract Schedule II under Mortality Table.

          To calculate the payments for a fixed Annuity, or a variable Annuity
          guaranteed first payment, we use the Annuitant's and, if applicable,
          the second Annuitant's, adjusted age. The adjusted age is the person's
          age as of his or her nearest birthday closest to the day Annuity
          payments begin, reduced as follows:

          (a)    Reduced by one year for payments before January 31, 1999;

          (b)    Reduced by two years for payments beginning during the period
                 from January 1, 2000 through December 31, 2009;

          (c)    Starting on January 1, 2010, reduced by one additional year for
                 payments beginning in each succeeding decade.

11.05  Minimum First Payment Amount

          The minimum first payment amount is shown on Contract Schedule II
          under Minimum Payment Amount. We reserve the right to increase the
          minimum first payment amount, if allowed by state law, based on
          increases reflected in the Consumer Price Index-Urban (CPI-U) since
          July 1, 1993.

11.06  Investment Options

          When an Annuity option is elected, the Contract Holder, a Participant,
          Contract or Plan beneficiary, as applicable, must also select:

          (a)    A fixed Annuity;

          (b)    A variable Annuity for which the underlying investment is one
                 or more of the available Funds; or

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

          For a variable Annuity, the maximum number of Funds available during
          the Annuity Phase is shown on Contract Schedule II under Maximum
          Number of Funds. The Contract Holder, a Participant or Contract
          beneficiary, as applicable, may transfer amounts allocated to Funds
          during the Annuity Phase.

          If a fixed Annuity is elected, we will use the applicable current
          settlement option rates if these will provide high fixed Annuity
          payments.

11.07  Fixed Annuity Minimum Guaranteed Interest Rate
<PAGE>

          For a Fixed Annuity, the interest rate is never less than the minimum
          guaranteed rate shown on Contract Schedule II under Fixed Annuity
          minimum Guaranteed Interest Rate.

11.08  Fixed Annuity Payment Amount

          The amount of Fixed Annuity payments is a function of the Annuity
          option elected, the adjusted age of the Annuitant(s) for
          life-contingent options, the rates in effect at the time payments
          begin and payment frequency. Sample rates are shown on the charts
          beginning on page XX.

11.09  Variable Annuity Funds

          The Funds available during the Annuity Phase may not be the same as
          those available during the Accumulation Phase.

11.10  Variable Annuity Transfers

          If a variable Annuity is elected, the Contract Holder, a Participant,
          Contract or Plan beneficary, as applicable, may request that we
          transfer all or a portion of the amount allocated to a Fund to any
          other available Fund. Transfer requests must be expressed as a
          percentage of the allocation among the Funds on which the variable
          payment is based. The number of transfers allowed each calendar year
          is shown on Contract Schedule II under Number of Annual Transfers
          Among Funds. We reserve the right to allow additional transfers.
          Transfers are effective as of the next Valuation Date after we receive
          a transfer request in Good Order at our Home Office.

11.11  Variable Annuity Payment Amount

          The first variable Annuity payment is calculated by multiplying the
          Individual Account value (minus any applicable premium tax), by an
          Annuity rate per $1,000. The Annuity rate is calculated based on:

          (a)    The Annuity option elected;

          (b)    Payment frequency;

          (c)    The assumed investment rate (AIR); and

          (d)    The adjusted age of the Annuitant(s).

          The Contact Holder, a Participant or Contract beneficiary, as
          applicable, must elect an AIR of 3.5% or 5.0%. Sample rates for each
          AIR are shown on the charts beginning on page xx.

          After the first payment, payment amounts are determined by comparing
          the performance of the net investment rate (NIR) of the Fund(s) to the
          AIR. For the amount of the payment to stay the same, or increase, the
          NIR of the Fund(s) must be equal to or greater than the AIR after the
          deduction of the daily mortality and expense risks charge and any
          applicable administrative charge. The amount of the daily mortality
          and expense risks charge and the administrative charge are shown on
          Contract Schedule II under Separate Account Daily Mortality and
          Expense Risks Charge and Separate Account Daily Administrative Charge.
          If the NIR is less than the AIR, the payment amount decreases.

          The assumed investment rate for 3.5% is 0.9999058; for 5.0% is
          0.9998663.

          The net investment factor(s) for each Fund is equal to 1.0000000 plus
          the net return rate.
<PAGE>

          The net return rate equals:

                                        [a - b  +  c]
                                   -----------------------  - e - f, where
                                              d


          a is   the value of the shares of the Fund held by the Separate
                 Account at the end of a Valuation Period;

          b is   the value of the shares of the Fund held by the Separate
                 Account at the start of the Valuation Period;

          c is   taxes or provisions for taxes, if any, on the Separate Account
                 (with any federal income tax liability offset by foreign tax
                 credits to the extent allowed);

          d is   the total value of the accumulation units and annuity units of
                 the Separate Account at the start of the Valuation Period;

          e is   Separate Account daily charges for mortality and expense risks
                 and a daily administrative charge as shown on Contract
                 Schedules I and II under Daily Charges to the Separate Account;
                 and

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

11.12  Death Benefit During the Annuity Phase

          The Contract Holder or Participant, as applicable, must name a
          beneficiary for the Annuity Phase.

          If an Annuitant(s) dies, any remaining guaranteed payments continue to
          the beneficiary. Payments are made at least as rapidly as provided by
          the option in effect at the death of the Annuitant. Annuity payments
          to an beneficiary may not extend beyond (1) the life of the
          beneficiary, or (2) any period certain greater than the beneficiary's
          life expectancy as determined by the Code.

          The beneficiary may also elect a lump sum payment equal to the present
          value of any remaining payments.

          The interest rate used to determine the first Annuity payment is used
          to calculate the present value. The present value is determined as of
          the Valuation Date in which we receive acceptable proof of death and a
          written claim for the death benefit.

          If the beneficiary dies while receiving payments, the present value of
          any remaining guaranteed payments is paid in a lump sum to the
          Contract beneficiary's estate.
<PAGE>

<TABLE>
<CAPTION>
                      OPTION 1: Payments for a Specified Period
- ---------------------------------------------------------------------------------------
                          Monthly Amount for Each $1,000*
           Rates for a Fixed Annuity with a 3% Guaranteed Interest Rate
- ---------------------------------------------------------------------------------------
       Years                Payment                Years                Payment
- ---------------------------------------------------------------------------------------
        <S>                  <C>                     <C>                 <C>
         5                   $17.91                  20                  $5.51
         10                   9.61                   25                   4.71
         15                   6.87                   30                   4.18
- ---------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------
<CAPTION>
                      First Monthly Amount for Each $1,000*
                   Rates for a Variable Annuity with a 3.5% AIR
- ---------------------------------------------------------------------------------------
       Years                Payment                Years                Payment
- ---------------------------------------------------------------------------------------
         <S>                 <C>                     <C>                 <C>
         5                   $18.12                  20                  $5.75
         10                   9.83                   25                   4.96
         15                   7.10                   30                   4.45
- ---------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------
<CAPTION>
                       First Monthly Amount for Each $1,000*
                     Rates for a Variable Annuity with a 5% AIR
- ---------------------------------------------------------------------------------------
       Years                Payment                Years                Payment
- ---------------------------------------------------------------------------------------
         <S>                 <C>                     <C>                 <C>
         5                   $18.74                  20                  $6.51
         10                  10.51                   25                   5.76
         15                   7.82                   30                   5.28
- ---------------------------------------------------------------------------------------
</TABLE>

           * Net of any applicable premium tax deduction

G-CDA(99)                            Page
<PAGE>

<TABLE>
<CAPTION>
                             Option 2: Life Income Based on the Life of One Annuitant
- -----------------------------------------------------------------------------------------------------------------------------------
                                             Monthly Payment Amount for Each $1,000*
                              Rates for a Fixed Annuity Payment with 3% Guaranteed Interest Rate
- -----------------------------------------------------------------------------------------------------------------------------------
                        Option 2(a):       Option 2(b):       Option 2(b):       Option 2(b):       Option 2(b):       Option 2(c):
      Adjusted          payments for         payments           payments           payments           payments          Cash Refund
       Age of               life            guaranteed         guaranteed         guaranteed         guaranteed
     Annuitant                                5 years           10 years           15 years           20 years
- -----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>                <C>                <C>                <C>                <C>                <C>                <C>
         55                 4.44               4.42               4.39               4.32               4.22               4.19
         60                 4.95               4.93               4.86               4.73               4.55               4.57
         65                 5.65               5.61               5.47               5.22               4.89               5.06
         66                 5.82               5.77               5.61               5.33               4.96               5.18
         70                 6.64               6.54               6.23               5.76               5.19               5.70
         75                 8.06               7.82               7.14               6.25               5.38               6.51
- -----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
 -------------------------------------------------------------------------------------------------------------------
                                        First Monthly Payment Amount for Each $1,000*
                               Rates for a Variable Annuity Payment with 3.5% Assumed Interest Rate
 -------------------------------------------------------------------------------------------------------------------
                       Option 2(a):       Option 2(b):        Option 2(b):       Option 2(b):       Option 2(b):
      Adjusted         payments for         payments            payments           payments           payments
       Age of              life            guaranteed          guaranteed         guaranteed         guaranteed
     Annuitant                               5 years            10 years           15 years           20 years
 -------------------------------------------------------------------------------------------------------------------
        <S>               <C>                <C>                 <C>                <C>                <C>
         55                4.72               4.71                4.67               4.60               4.50
         60                5.23               5.21                5.13               5.00               4.82
         65                5.94               5.89                5.73               5.48               5.15
         70                6.92               6.81                6.49               6.00               5.43
         75                8.35               8.08                7.38               6.48               5.62
 -------------------------------------------------------------------------------------------------------------------

<CAPTION>
 -------------------------------------------------------------------------------------------------------------------
                                        First Monthly Payment Amount for Each $1,000*
                              Rates for a Variable Annuity Payment with 5% Assumed Interest Rate
- --------------------------------------------------------------------------------------------------------------------
                      Option 2(a):       Option 2(b):        Option 2(b):       Option 2(b):       Option 2(b):
     Adjusted         payments for         payments            payments           payments           payments
      Age of              life            guaranteed          guaranteed         guaranteed         guaranteed
    Annuitant                               5 years            10 years           15 years           20 years
- -------------------------------------------------------------------------------------------------------------------
        <S>               <C>                <C>                 <C>                <C>                <C>
        55                5.63               5.61                5.56               5.47               5.36
        60                6.12               6.09                6.00               5.85               5.65
        65                6.82               6.75                6.57               6.30               5.95
        70                7.80               7.67                7.30               6.78               6.21
        75                9.23               8.93                8.16               7.23               6.38
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
                                   * Net of any applicable premium tax deduction

G-CDA(99)                               Page
<PAGE>

<TABLE>
<CAPTION>
                            Option 3: Life Income Based on the Lives of Two Annuitants
- -----------------------------------------------------------------------------------------------------------------------------------
                                First Monthly Payment Amount for Each $1,000*
                       Rates for a Fixed Annuity Payment with 3.0% Guaranteed Interest Rate
- -----------------------------------------------------------------------------------------------------------------------------------
       Adjusted Ages
- -----------------------------
                                                                                      payments
                                                                                     guaranteed
   Primary       Secondary                                                            10 years
  Annuitant      Annuitant      Option 3(a)       Option 3(b)      Option 3(c)       Option 3(d)      Option 3(e)       Option 3(f)
- -----------------------------------------------------------------------------------------------------------------------------------
      <S>            <C>           <C>               <C>              <C>               <C>              <C>               <C>
      55             50            $3.69             $4.05            $4.27             $3.69            $4.03             $3.67
      55             60             3.99             4.44              4.71             3.98              4.20              3.94

      65             60             4.38             4.97              5.32             4.38              4.93              4.29
      65             70             4.93             5.68              6.15             4.91              5.27              4.74

      75             70             5.69             6.68              7.32             5.62              6.67              5.29
      75             80             6.78             8.11              8.99             6.54              7.36              5.93
- -----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
                                  First Monthly Payment Amount for Each $1,000*
                          Rates for a Variable Annuity Payment with 3.5% Assumed Interest Rate
- --------------------------------------------------------------------------------------------------------------------------
          Adjusted Ages
- ----------------------------------
                                                                                           payments
                                                                                          guaranteed
    Primary         Secondary                                                              10 years
   Annuitant        Annuitant        Option 3(a)       Option 3(b)      Option 3(c)       Option 3(d)      Option 3(e)
- --------------------------------------------------------------------------------------------------------------------------
      <S>               <C>             <C>               <C>              <C>               <C>              <C>
      55                50              $3.97             $4.35            $4.56             $3.97            $4.31
      55                60               4.27             4.73              5.00             4.26              4.48

      65                60               4.66             5.25              5.61             4.65              5.22
      65                70               5.19             5.97              6.44             5.17              5.54

      75                70               5.95             6.96              7.61             5.87              6.95
      75                80               7.04             8.39              9.29             6.79              7.64
- --------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
                                   First Monthly Payment Amount for Each $1,000*
                         Rates for a Variable Annuity Payment with 5% Assumed Interest Rate
- --------------------------------------------------------------------------------------------------------------------------
          Adjusted Ages
- ----------------------------------
                                                                                           payments
                                                                                          guaranteed
    Primary         Secondary                                                              10 years
   Annuitant        Annuitant        Option 3(a)       Option 3(b)      Option 3(c)       Option 3(d)      Option 3(e)
- --------------------------------------------------------------------------------------------------------------------------
      <S>               <C>             <C>               <C>              <C>               <C>              <C>
      55                50              $4.88             $5.26            $5.48             $4.88            $5.23
      55                60               5.15             5.63              5.91             5.14              5.38

      65                60               5.52             6.14              6.51             5.51              6.10
      65                70               6.04             6.84              7.34             6.00              6.41

      75                70               6.77             7.84              8.51             6.68              7.81
      75                80               7.86             9.28             10.20             7.57              8.49
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

                            * Net of any applicable premium tax deduction
<PAGE>

G-CDA(99)                                                         Page

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


                    Aetna Life Insurance and Annuity Company

                       Home Office: 151 Farmington Avenue


                           Hartford, Connecticut 06150

                                 (800) 525-4547

                  Group Combination, Deferred Annuity Contract
                               (Nonparticipating)

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

G-CDA(99)

                                   EX-99.B.4.2
                  Form of Variable Annuity Contract Certificate

                             ---------------------------------------------------
                             Aetna Life Insurance and Annuity Company
                             151 Farmington Avenue
                             Hartford, Connecticut 06150
                             800-525-4225

                             If you have questions about this Certificate, call
the toll-free number shown.

Group Combination Deferred Annuity Certificate (Nonparticipating)

Aetna Life Insurance and Annuity Company (ALIAC), a stock company, will pay
benefits according to the terms and conditions set forth in the group Contract.
The Contract is delivered in [YOUR STATE] and is subject to the laws of that
jurisdiction.

This Certificate summarizes provisions of the group annuity Contract in which
you have an interest. This Certificate is for information only and is not part
of the Contract.

Please read this Certificate carefully. It states ALIAC's rights and obligations
under the group Contract as well as the rights and obligations of the Contract
Holder and Participants.

Specifications
|-------------------------------------------------------------------------------
| Group Contract Holder
| SPECIMEN

|-------------------------------------------------------------------------------
| Group Annuity Contract Number
| SPECIMEN

|-------------------------------------------------------------------------------
| Participant
| SPECIMEN

|-------------------------------------------------------------------------------
| Certificate Number
| SPECIMEN

|-------------------------------------------------------------------------------
| Effective Date
| SPECIMEN

Right to Cancel
- --------------------------------------------------------------------------------

You may cancel your interest in Contract within 10 days of receiving this
Certificate by returning it to ALIAC at the address shown above, or to the agent
from whom it was purchased. Within seven days of receiving the cancellation
request at its Home Office, ALIAC will return any Contributions received, plus
any increase, or minus any decrease in value, on the amount, if any, allocated
to the Separate Account.

Signed at the Home Office on the Effective Date.


President                              Secretary

All payments and values provided by the group Contract, when based on the
investment experience of a Separate Account, are variable and the fixed dollar
amount is not guaranteed. Amounts allocated to the Guaranteed Accumulation
Account, if withdrawn before a guaranteed term maturity date, may be subject to
a market value adjustment. The market value adjustment may result in an
increase, or a decrease, in the Individual Account value.

C-CDA(99)
<PAGE>

                                Table of Contents
<TABLE>
<CAPTION>
                                                                         Page
<S>                                                                        <C>
Contract Schedule I.   Accumulation Phase

Contract Schedule II.  Annuity Phase

Definitions

Section 1.  General Contract Provisions

             1.01  Entire Contract ......................................
             1.02  Nonparticipating Contract ............................
             1.03  Control of Contract ..................................
             1.04  Certificate ..........................................
             1.05  Incontestability .....................................
             1.06  Grace Period .........................................
             1.07  Change of Contract ...................................
             1.08  Payments .............................................
             1.09  Deferral of Payment ..................................
             1.10  Proof of Age .........................................
             1.11  Evidence of Survival .................................
             1.12  Misstatements and Adjustments ........................
             1.13  Reports ..............................................
             1.14  State Laws ...........................................
             1.15  Claims of Creditors ..................................
             1.16  Maintenance Fee ......................................
             1.17  Charges for Additional Services ......................
             1.18  Charges Subject to Change ............................

Part I.  Accumulation Phase

Section 2. Contributions and Individual Account Value

             2.01  Contributions ........................................
             2.02  Premium Tax ..........................................
             2.03  Individual Account ...................................
             2.04  Experience Credit ....................................
             2.05  Individual Account Value .............................

Section 3. Separate Account

             3.01  General ..............................................
             3.02  Funds Available ......................................
             3.03  Change or Substitution of Funds ......................
             3.04  Accumulation Units ...................................
             3.05  Accumulation Unit Value ..............................
             3.06  Net Investment Factor ................................
             3.07  Charges to the Separate Account ......................
             3.08  Separate Account Transfers ...........................
             3.09  Withdrawals from the Separate Account ................
</TABLE>

C-CDA(99)                          Page
<PAGE>

<TABLE>
<S>                                                                        <C>
Section 4. Aetna GET Fund

             4.01  GET Fund Guarantee Period ............................
             4.02  GET Fund Offering Period .............................
             4.03  GET Fund Guarantee ...................................
             4.04  GET Fund Maturity Date ...............................
             4.05  Transfers or Withdrawals from the GET Fund ...........

Section 5. Fixed Account

             5.01  Fixed Account Minimum Guaranteed Interest Rate .......
             5.02  Transfers from the Fixed Account .....................
             5.03  Withdrawals from the Fixed Account ...................

Section 6. Fixed Plus Account

             6.01  Fixed Plus Account Minimum Guaranteed Interest Rate ..
             6.02  Transfers from the Fixed Plus Account ................
             6.03  Partial Withdrawals from the Fixed Plus Account ......
             6.04  Full Withdrawal of the Total Amount in the Fixed
                   Plus Account .........................................
             6.05  Waiver of Fixed Plus Account Full Withdrawal
                   Provision ............................................

Section 7. Guaranteed Accumulation Account (GAA)

             7.01  Nonunitized Separate Account .........................
             7.02  GAA Minimum Guaranteed Interest Rate .................
             7.03  Deposit Period .......................................
             7.04  Guaranteed Term ......................................
             7.05  Guaranteed Term Groups ...............................
             7.06  Maturity Date, Maturity Value and Reinvestment .......
             7.07  Transfers and Withdrawals from the GAA ...............
             7.08  Application of the Market Value Adjustment ...........
             7.09  Market Value Adjustment (MVA) ........................

Section 8. Transfers, Withdrawals and Distributions

             8.01  Transfers ............................................
             8.02  Withdrawals ..........................................
             8.03  Withdrawal Restrictions Under the Code ...............
             8.04  Withdrawal Charge ....................................
             8.05  Waiver of Withdrawal Charge ..........................
             8.06  Reinstatement ........................................
             8.07  Required Distributions ...............................
             8.08  Systematic Distribution Options (SDOs) ...............
             8.09  Individual Account Termination .......................

Section 9. Loans

             9.01  Loan Availability ....................................

Section 10. Death Benefit During the Accumulation Phase

            10.01  Death Benefit ........................................
            10.02  Contract Beneficiary .................................
            10.03  Distribution of Death Benefit ........................
</TABLE>

C-CDA(99)                            Page
<PAGE>

Part II.  Annuity Phase

Section 11. General Provisions

<TABLE>
<S>                                                                        <C>
            11.01  Election .............................................
            11.02  Change of Annuity Provisions .........................
            11.03  Annuity Options ......................................
            11.04  Mortality Table ......................................
            11.05  Minimum Payment Amount ...............................
            11.06  Investment Options ...................................
            11.07  Fixed Annuity Minimum Guaranteed Interest Rate .......
            11.08  Fixed Annuity Payment Amount .........................
            11.09  Variable Annuity Funds ...............................
            11.10  Variable Annuity Transfers ...........................
            11.11  Variable Annuity Payment Amount ......................
            11.12  Death Benefit During the Annuity Phase ...............
</TABLE>

Annuity Tables





C-CDA(99)                            Page
<PAGE>

                               Contract Schedule I
                               Accumulation Phase

Control of Contract (see 1.03)

              [The Contract Holder controls this Contract.

              By notifying us in writing, the Contract Holder may allow you to
              choose Investment Options for an Individual Account. The Contract
              Holder may, however, retain the right to choose Investment Options
              for employer contributions. Unless otherwise provided by the Plan,
              we will make payments only at the written direction of the
              Contract Holder and you. Unless otherwise specified by the Plan,
              we will make an inservice transfer under Internal Revenue Service
              Revenue Ruling 90-24 only at the written direction of the Contract
              Holder and you and will make checks payable to the acquiring
              investment provider(s).

              The Contract and Individual Accounts are nontransferable and
              nonassignable except to us in the event of a loan (if allowed
              under the Contract) or in the event of a qualified domestic
              relations order as allowed under the Retirement Equity Act of
              1984.

              You have a nonforfeitable right to the value of employer
              Contributions made to their Individual Accounts subject to any
              Plan vesting limits as determined by the Contract Holder. You have
              a nonforfeitable right to the value of employee Contributions made
              to their Individual Accounts as provided by Code Section 403(b)
              and subject to the terms of the Plan.

              The Contract Holder must notify us in writing if the Plan is, or
              becomes, subject to the Employee Retirement Income Security Act of
              1974 (ERISA) and/or related law or regulations including the
              Retirement Equity Act of 1984 (REA). We will rely on the Contract
              Holder's determination and representation of the applicability of
              such laws. If the Plan is subject to ERISA, before we will make a
              distribution from an Individual Account, the Contract Holder must
              certify in writing that all applicable REA requirements have been
              met and that the distribution complies with the Plan.]

Maximum Maintenance Fee (see 1.16)

              The maintenance fee for each Individual Account will never be more
than [$30].

Contribution Limits (see 2.01)

              [Each year, Contributions to the Contract are limited to the
              lesser of:

              (a) The maximum exclusion allowance (MEA) limit under Code Section
                  403(b); or

              (b) The amount set forth in Code Section 415, generally, 25% of
                  compensation up to $30,000.

              In addition, salary reduction contributions as defined in Code
              Section 402(g) may not exceed $10,000, or such larger amount as
              adjusted by the Secretary of the Treasury unless the alternative
              limitation under Code Section 402(g)(8) applies.]

Maximum Daily Charges to the Separate Account (see 3.07)

              Charges to the Separate Account will never be more than the
following:

<TABLE>
                <S>                                    <C>
                Mortality and Expense Risks Charge:    [1.25%] (annual basis)
                Administrative Charge:                 [0.25%] (annual basis)
</TABLE>

Aetna GET Fund Availability (see Section 4

              [The GET Fund is available.]

Fixed Interest Options Available (see Section 5, Section 6, and Section 7)

              [Fixed Account
                  Fixed Account is available for transferred amounts only (no
                  ongoing Contributions).
              Fixed Plus Account
              Guaranteed Accumulation Account]

Fixed Account Minimum Guaranteed Interest Rate (see 5.01)

              The interest rate will never be less than [3%] (effective annual
yield).

Fixed Account Annual Transfer Limit (see 5.02)

              [10%.]

Fixed Plus Account Minimum Guaranteed Interest Rate (see 6.01)

              The interest rate will never be less than [3%] (effective annual
              yield)

Fixed Plus Account Transfer and Partial Withdrawal Limit (see 6.02 and 6.03)

              [20%.]

Full Withdrawal from the Fixed Plus Account (see 6.04

              When a full withdrawal from the Fixed Plus Account is requested,
              the Individual Account value in the Fixed Plus Account may be
              withdrawn as follows:

              (a) Twenty percent of the Individual Account value in the Fixed
                  Plus Account as of the January 1 preceding the withdrawal
                  request. The 20% is reduced by the amount, if any,
                  transferred, withdrawn, taken as a loan (if allowed under the
                  Contract) or used to purchase Annuity payments during the
                  prior 12 months; then,

              (b) Twenty-five percent of the remaining Individual Account value
                  12 months later;

              (c) Thirty-three and one-third percent of the remaining Individual
                  Account value 12 months later; then,

              (d) One-half of the remaining Individual Account value 12 months
                  later; and then,

              (e) The balance of the Individual Account value in the Fixed Plus
                  Account 12 months later.]

Waiver of Fixed Plus Account Full Withdrawal Provision (see 6.05)

              [When a full withdrawal is requested, payment from the Fixed Plus
              Account is not limited as described in 6.04 when the withdrawal
              is made:

              (a) If you have attained age 59-1/2 and, if applicable, have
                  completed nine Contribution periods;

              (b) When you have separated from service, and when:

                  (1) Separation from service is certified by the employer;

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

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

              (c) Due to financial hardship, or hardship due to an unforeseeable
                  emergency, as defined in the Code, and when:

                  (1) The financial hardship or unforeseeable emergency is
                      certified by the employer;

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

                  (3) When the amount paid for all withdrawals due to financial
                      hardship or unforeseeable emergency during the previous
                      12-month period does not exceed 20% of the average value
                      of all Individual Accounts under the Contract during that
                      period.

              (d) When the amount in the Fixed Plus Account is [$2,000] or less
                  and during the previous [12] months no amounts have been
                  withdrawn, transferred, taken as a loan (if allowed under the
                  Contract), or used to purchase Annuity payments;

              (e) Due to your death before Annuity payments begin and paid with
                  six months of your death;

              (f) As provided in Section 8.09; or

              (g) To purchase Annuity payments on a life-contingent basis or
                  payments for a stated period on a fixed-only basis.]

Guaranteed Accumulation Account Minimum Guaranteed Interest Rate (see 7.02)

              The interest rate will never be less than [3%] (effective annual
              yield).

Withdrawal Restrictions Under the Code (see 8.03)

              [Withdrawals are limited to the "restricted amount" which is the
              sum of:
<PAGE>

              (1) Contributions attributable to your salary reduction
                  contributions made on and after January 1, 1989; plus

              (2) The net increase, if any, in the Individual Account value
                  after December 31, 1988 attributable to investment gains and
                  losses and credited interest.

              Generally, withdrawals of the "restricted amount" are permitted
              only when you have:

              (a) Separated from service when certified by your employer;

              (b) Attained age 59-1/2;

              (c) Died;

              (d) Become disabled, as defined by the Code;

              (e) Experienced financial hardship, as defined by the Code and as
                  the amount is limited by the Code(in this situation the amount
                  available is; or

              (f) Met other circumstances as otherwise allowed by federal law,
                  regulations or rulings.

              No limitations apply to salary reduction Contributions made and
              earnings credited to such Contributions made on or before December
              31, 1988.

              In addition, any portion of an Individual Account representing
              amounts transferred from a Code Section 403(b)(7) custodial
              account will be subject to the restrictions set forth in the
              Code.]

Withdrawal Charge (see 8.04)

              For each withdrawal from an Individual Account, we may deduct a
              withdrawal charge. This charge is a percentage of the amount
              withdrawn. The withdrawal charge is as follows.

<TABLE>
<CAPTION>
              [Number of Years Since Individual
              Account Established]                         Withdrawal Charge
              <S>                                                 <C>
              [Fewer than 5                                        5%
              5 or more, but fewer than 7                          4%
              7 or more, but fewer than 9                          3%
              9 or more, but fewer than 10                         2%
              10 or more                                          0%]
</TABLE>

              The withdrawal charge will never exceed [8-1/2%] of total
              Contributions, or the maximum permitted by National Association of
              Securities Dealers, Inc. (NASD) rules.

Waiver of Withdrawal Charge (see 8.05)

              The withdrawal charge does not apply when the withdrawal is:

              (a) Used to purchase Annuity Payments;

              (b) Used to purchase a single premium immediate annuity or
                  individual retirement annuity issued by ALIAC or one of its
                  affiliates, provided that the right to cancel under the new
                  Contract is not exercised. We will treat exercise of the right
                  to cancel as a reinstatement and any subsequent withdrawal may
                  then be subject to the withdrawal charge applicable on the
                  date of the withdrawal;

              (c) Under a systematic distribution option (see 8.08);

              (d) In an amount equal to [10%] of the Individual Account value
                  when the withdrawal is the first partial withdrawal in a
                  calendar year and is made when you are at least age 59-1/2 and
                  not older than age 70-1/2 (not available when a systematic
                  distribution option is in effect);

              (e) When we terminate an Individual Account as provided in 8.09;

              (f) When the Individual Account value is [$3,500] or less and
                  during the previous 12 months no amounts have been withdrawn,
                  transferred, taken as a loan (if allowed under the Contract),
                  or used to purchase Annuity payments;

              (g) If you have attained age 59-1/2 and, if applicable, have
                  completed nine Contribution periods;

              (h) You have separated from service when certified by your
                  employer;

              (i) Due to financial hardship, or hardship due to an unforeseeable
                  emergency, as defined in the Code; or

              (j) Due to your death before Annuity payments begin.]
<PAGE>

Required Distributions (see 8.07)

              [Generally, for Contributions made and earnings credited after
              December 31, 1986, distribution must begin by April 1 of the
              calendar year following the later of (1) the calendar year in
              which you attain age 70-1/2, or (2) retire. For Individual Account
              values as of December 31, 1986, distribution must begin by the
              last day of the year in which you attain age 75 or retire,
              whichever is later.

              Distribution of benefits to a Participant who is a five percent
              owner must begin by the April 1 following the calendar year in
              which you attain age 70-1/2.

              If the Contract Holder is a governmental entity or church,
              distribution of Contributions and earnings credited to such
              Contributions must be made or begin to be made no later than April
              1 of the calendar year in which you attain age 70-1/2 or retire,
              whichever is later.

              In addition, any portion of an Individual Account representing
              amounts transferred from a Code Section 403(b)(7) custodial
              account will be subject to the restrictions set forth in the Code.

              The entire Individual Account value must be distributed, or begin
              to be distributed, over your life or life expectancy, or that of
              you and a Beneficiary.]

Contract Beneficiary  (see 10.02)

              [The Contract Holder is the Contract beneficiary. You designate a
              beneficiary under the Plan (the Plan beneficiary.]

C-CDA(99)                           Page
<PAGE>

                              Contract Schedule II.
                                  Annuity Phase

Guaranteed Payment Period (see 11.03)

              The period for which we will guarantee Annuity payments must be at
              [least five years and no more than 30 years].

Mortality Table (see 11.04)

              [Society of Actuaries' 1983 Table a.]

Maximum Number of Funds (see 11.07)

              The maximum number of Funds is [five].

Fixed Annuity Minimum Guaranteed Interest Rate (see 11.08)

              [3%] (annual basis).

Number of Annual Transfers Among Funds (see  11.11)

              Each calendar year, we allow [five] transfers among funds.

Maximum Daily Charges to the Separate Account (see 11.12)

              Charges to the Separate Account will never be more than the
following:

              Mortality and Expense Risks Charge:  [1.25%] (annual basis)
              Administrative Charge: [0.25%] (annual basis)



C-CDA(99)                             Page
<PAGE>

Definitions
- --------------------------------------------------------------------------------

Accumulation Phase

The time between an Individual Account Effective Date and the date on which the
entire Individual Account value is used to purchase Annuity payments, or
otherwise distributed.

Aetna GET Fund (GET Fund)

The Aetna GET Fund is an Investment Option which may be available during the
Accumulation Phase. The GET Fund operates as a series offering. Each series is a
separate Fund.

Aetna Life Insurance and Annuity Company (ALIAC)

Aetna Life Insurance and Annuity Company, ("we," and "our," and "us" refer to
ALIAC).

Annuitant

The person whose life expectancy determines the amount and/or duration of the
payments under a life-contingent Annuity option.

Annuity

Payment of an income:

    (a) For a stated period;

    (b) For the life of one or two people; or

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

A fixed Annuity is one in which the payment amount does not vary. A variable
Annuity is one in which the payment amount may vary based on the net investment
results of the Funds.

Annuity Phase

The time during which we make Annuity payments.

Business Day

Each day our Home Office is open for business.

Code

The Internal Revenue Code of 1986, as it is amended from time to time.

Contract

This agreement between ALIAC and the Contract Holder.

Contract Holder

The entity or person named on the specifications page, to which the Contract is
issued.

Contribution

The payment, less any applicable premium tax, made to us during the Accumulation
Phase.

Effective Date

The date, shown on the specifications page, on which we issue the Contract or
establish an Individual Account.

Fixed Account

A Fixed Interest Option. The Fixed Account is an obligation of our General
Account.

Fixed Interest Options

Investment options, including the Fixed Account, the Fixed Plus Account and the
Guaranteed Accumulation Account that credit interest. The Fixed Interest Options
available during the Accumulation Phase are shown on Contract Schedule I under
Fixed Interest Options Available.

Fixed Plus Account

A Fixed Interest Option. Limitations apply to withdrawals from the Fixed Plus
Account. The Fixed Plus Account is an obligation of our General Account.
<PAGE>

Fund

One of the variable Investment Options available under this Contract. The Funds
are open-end, registered investment management companies (mutual funds) in which
the Separate Account invests.

General Account

The account that holds our assets other than those held in the Separate Account
or Nonunitized Separate Account.

Guaranteed Accumulation Account (GAA)

A Fixed Interest Option that may be available during the Accumulation Phase.
Under this option, we guarantee specified rates of interest for specified
periods of time. We hold amounts allocated to the Guaranteed Accumulation
Account in the Nonunitized Separate Account.

Good Order

Instructions that are complete and clear enough to allow us to act without
exercising discretion.

Home Office

Our main office located at 151 Farmington Avenue, Hartford, Connecticut.

Individual Account

An account, or accounts (including, if applicable, employer and employee
accounts) established for you to maintain a record of transactions and the value
of Contributions as invested.

Investment Options

The Funds and Fixed Interest Options available under this Contract.

Maturity Date

The last day of a GAA guaranteed term. The last day of the guarantee period of
an Aetna GET Fund series.

Nonunitized Separate Account

A separate account that holds assets allocated to the Guaranteed Accumulation
Account.

Participant

A person who is covered under the retirement Plan or program for which this
Contract is issued and who has an interest in this Contract (you).

Plan

The retirement plan or program for which this Contract is issued.

Premium Tax

Any tax assessed by any governmental entity on Contributions or amounts used to
purchase Annuity payments.

Separate Account

An account that, through its subaccounts, buys and holds shares of the Funds.

Valuation Date

The date and time at which accumulation unit values and annuity unit values are
calculated. Currently, this calculation is made after the close of business of
the New York Stock Exchange on any the New York Stock Exchange is open.


C-CDA(99)                             Page
<PAGE>

Section 1. General Contract Provisions
- --------------------------------------------------------------------------------

1.01       Entire Contract

              The entire Contract consists of this document and any endorsements
              incorporated.

              The Plan, if applicable, is not part of the Contract and ALIAC is
              not bound by its terms.

1.02       Nonparticipating Contract

              This Contract is nonparticipating. The Contract Holder, you, or a
              Contract beneficiary have no right to share in our earnings.

1.03       Control of Contract

              This Contract is issued to fund a plan or program which provides
              retirement income. Control of the Contract is as shown on Contract
              Schedule I under Control of Contract.

1.04       Certificate

              Any certificate provided to a Participant summarizes Contract
              provisions; it is for information only and is not part of the
              Contract. We will provide certificates as required by state in the
              state where the Contract is delivered.

1.05       Incontestability

              We will not cancel this Contract because of any error of fact.

1.06       Grace Period

              Except as provided in 8.09, this Contract and all Individual
              Accounts will remain in effect even if Contributions are not
              continued.

1.07       Change of Contract

              Only an ALIAC officer at the level of Vice President or higher, or
              an officer with written authorization from a Vice President or
              higher officer, may change the terms of this Contract. No other
              ALIAC employee, agent or representative can change this Contract.

              Except as noted below, this contract may be changed at any time by
              written mutual agreement between the Contract Holder and ALIAC.
              For changes we initiate requiring Contract Holder consent, we
              notify the Contract Holder 60 days in advance of the change and
              consider that the Contract Holder has agreed to the change unless
              we receive written notice that the Contract Holder does not agree
              to the change at least 30 days before the effective date of the
              change.

              If we propose a change requiring Contract Holder consent and the
              Contract Holder does not agree to the change, we have the right to
              not establish new Individual Accounts and to stop accepting
              Contributions to existing Individual Accounts.

              We will not change the guaranteed minimum interest rate for the
              Fixed Account and Fixed Plus Account.

              We have the right to change the following without Contract Holder
              consent:

              (a) Net Investment Factor (see 3.06) We may change the Net
                  Investment Factor by notifying the Contract Holder in writing
                  at least 30 days before the change becomes effective. If we do
                  this, the change will apply only to Individual Accounts
                  established, and Contributions received, after the effective
                  date of the change.

              (b) Guaranteed Accumulation Account A Market Value Adjustment (see
                  7.10) We may change the GAA Market Value Adjustment (see 7.10)
                  by notifying the Contract Holder in writing at least 90 days
                  before the change becomes effective. If we do this, the change
                  will apply only to guaranteed terms offered in deposit periods
                  after the effective date of the change.

              (c) Systematic Distribution Options (see 8.08) We may change the
                  systematic distribution options by notifying the Contract
                  Holder in writing at least 30 days before the change becomes
                  effective. If we do this, the change will not apply to you or
                  beneficiaries receiving payments under the option before the
                  effective date of the change.

              (d) Annuity Options (see 11.02)
<PAGE>

              We may change Annuity Options by notifying the Contract Holder in
              writing at least 30 days before the effective date of the change.
              If we do this, the change will not take effect until at least 12
              months after the Effective Date of the Contract, or until at least
              12 months after any previous change. Any change will not apply to
              you or beneficiaries receiving Annuity payments before the
              effective date of the change.

              (e) Mortality Table (see 11.04) We may change the mortality table
                  by notifying the Contract Holder in writing at least 30 days
                  before the effective date of the change. If we do this, the
                  new table will not apply to Individual Accounts established
                  before the Effective Date of the change.

              In addition, we may change this Contract as required to comply
              with state and federal law without Contract Holder consent by
              notifying the Contract Holder at least 30 days before the
              effective date of the change.

              Any unilateral change will not apply to Individual Accounts
              established before the effective date of the change, but will
              apply to Individual Accounts established on or after the change
              becomes effective. If we make a unilateral change, the Contract
              Holder or you, as applicable, are permitted to terminate
              participation in the Contract before the effective date of the
              change under the terms of the Contract in effect prior to the
              effective date of the change.

              We will make any change of Contract by endorsement, which may be
              subject to regulatory approval in the state where the Contract is
              issued.

1.08       Payments

              We make payments as directed by the Contract Holder or you, as
              applicable. Payment requests must be in writing or as we otherwise
              allow in our administrative practice. We determine the amount of
              any payment based on the Individual Account value as of the
              Valuation Date following our receipt of a payment request in Good
              Order at our Home Office. Generally, we make payments within seven
              calendar days.

1.09       Deferral of Payment

              We may defer payment up to a period of six months or as otherwise
              provided by state and/or federal law.

1.10       Proof of Age

              If a life-contingent Annuity option is elected, we may require
              proof of the age of an Annuitant.

1.11       Evidence of Survival

              We may require proof that any Annuitant under a life-contingent
              Annuity option is living.

1.12       Misstatements and Adjustments

              If we learn that the age of any Annuitant or second Annuitant is
              misstated, we will use the correct age to adjust payments. We
              reserve the right to obtain reimbursement, or to adjust future
              payments for any amount we overpaid. We will pay the amount of any
              underpayment.

1.13       Reports

              Each calendar year we provide the Contract Holder or you, as
              applicable, with a report of the Individual Account value. We also
              provide an annual report for the Separate Account.

1.14       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. To determine legal reserve
              valuation, we use Annuity tables required by law; such tables may
              be different from those we use to determine Annuity payments.

1.15       Claims of Creditors

              Individual Accounts are not subject to the claim of any creditor
              of the Contract Holder, you, or any Beneficiary, except to the
              extent permitted by law.

1.16       Maintenance Fee

              We may deduct an annual maintenance fee during the Accumulation
              Phase.
<PAGE>

              The amount of the maintenance fee, if any, for this Contract will
              never be more than the amount shown on Contract Schedule I under
              Maximum Maintenance Fee.

              The fee, if any, is deducted proportionately from each Investment
              Option in which the Individual Account is invested on the
              anniversary of the Individual Account Effective Date. The fee is
              also deducted if the entire Individual Account value is withdrawn.
              No fee is deducted, however, when a full withdrawal occurs within
              90 calendar days of the date on which the fee was last deducted.

              If you have more than one Individual Account, we may deduct the
              fee proportionately from all Individual Accounts. We may eliminate
              the fee for an Individual Account established with one
              Contribution.

1.17       Charges for Additional Services

              At the request of the Contract Holder, we, or our authorized
              representatives, may provide administrative services to the Plan.
              We reserve the right to charge for such services.

1.18       Charges Subject to Change

              The maintenance fee (see 1.15) and charges to the Separate Account
              (see 3.07) may vary (increase, decrease, or be eliminated) based
              on the total assets held in all Individual Accounts under the
              Contract. In determining total assets, we may aggregate Individual
              Accounts established under different ALIAC contracts. The
              aggregate amount is equal to the sum of assets in all Individual
              Accounts under this Contract, plus the value of Individual
              Accounts under other ALIAC contracts of the same class issued to
              the Contract Holder. We may determine the amount of the
              maintenance fee and/or charges to the Separate Account based on
              total assets on an annual basis. We will determine initial charges
              based on our estimate of the amount that will be allocated to the
              Contract during the first two years.

                           Part I. Accumulation Phase

Section 2. Contributions and Individual Account Value
- --------------------------------------------------------------------------------

2.01       Contributions

              We allocate Contributions in whole percentages among the
              Investment Options available as directed by the Contract Holder or
              you, as applicable. Changes in future Contribution allocation may
              be made at any time, without charge. The Contract Holder or you,
              as applicable, may also establish an Individual Account with a
              lump-sum Contribution.

              We reserve the right to establish minimum Contribution amounts and
              to refuse to accept any Contribution.

              Contributions to Individual Accounts may be limited as provided in
              the Code. The limits, if any, are shown on Contract Schedule I
              under Contribution Limits.

2.02       Premium Tax

              We pay any applicable premium tax when it is due. We will deduct
              the amount of any applicable premium tax from the Individual
              Account value no earlier than when there is a tax liability.

2.03       Individual Account

              We will establish an Individual Account for you.

              If required, we will provide accounts that distinguish between
              your Contributions and those of your employer.

2.04       Experience Credit

              We may apply experience credits (investment, administrative,
              mortality or other) under this Contract and may apply such credits
              as:

              (a) A reduction in the maintenance fee;

              (b) A reduction in the mortality and expense risks charge to the
                  Separate Account;

              (c) A reduction in the administrative charge to the Separate
                  Account; and

              (d) An increase in a Fixed Interest Option interest rate.
<PAGE>

              We will apply experience credits at our sole discretion as we deem
              appropriate for the class of contracts to which the Contract is
              issued.

2.05       Individual Account Value

              As of the most recent Valuation Date, the Individual Account value
              is equal to the total of all Contributions:

              (a) Plus any interest added on the amount, if any, allocated to a
                  Fixed Interest Option(s),

              (b) Plus or minus the investment experience on the amount, if any,
                  held in the Separate Account;

              (c) Minus any applicable maintenance fees, any amounts withdrawn,
                  or used to purchase Annuity payments, or any applicable
                  premium tax; and

              (d) Minus any applicable fees or charges deducted.

Section 3. Separate Account
- --------------------------------------------------------------------------------

3.01       General

              The Separate Account, established under Title 38a, Section 38a-433
              of the Connecticut General Statutes, buys and holds shares of the
              Funds available. The Separate Account is registered as a unit
              investment trust under the Investment Company Act of 1940.

              We own the assets held in the Separate Account; we are not a
              trustee of those assets. Income, gains or losses, realized or
              unrealized, are credited to or charged against the Separate
              Account without regard to our other income, gains or losses.
              Except to the extent of reserves and other Contract liabilities,
              Separate Account assets cannot be charged with liabilities arising
              out of any other business we conduct.

3.02       Funds Available

              We reserve the right to limit the number of Funds in which an
              Individual Account may be invested, at one time or cumulatively,
              during the Accumulation Phase and/or Annuity Phase.

3.03       Change or Substitution of Funds

              We reserve the right to stop offering any Fund or to add Funds. We
              may substitute shares of a Fund for shares of another Fund. We
              will provide the Contract Holder with reasonable advance notice of
              any elimination, addition or substitution of a Fund. If the Plan
              is subject to ERISA, we will seek Contract Holder consent in
              advance of any Fund substitution. Consent will be deemed given
              unless, following notice of substitution and within a prescribed
              time period, the Contract Holder notifies us in writing that it
              does not consent and provides us with alternative investment
              instructions for the shares that would otherwise be affected by
              the substitution.

3.04       Accumulation Units

              Each Contribution allocated to one or more of the Funds is
              credited to an Individual Account as accumulation units. The
              number of accumulation units is calculated by dividing the amount
              of the Contribution allocated to the Fund by the accumulation unit
              value (see 3.05) as of the next Valuation Date after the
              Contribution is received at our Home Office in Good Order.

3.05       Accumulation Unit Value

              The value of each accumulation unit for any Fund for each
              Valuation Date is computed by multiplying the net investment
              factor (see 3.06) by the accumulation unit value for such
              Valuation Date.

              accumulation unit values may increase or decrease from Valuation
              Date to Valuation Date.

3.06       Net Investment Factor

              The net investment factor is used to compute the accumulation unit
              value for any Fund.

              For each Valuation Date, for each Fund, the net investment factor
              is equal to 1.0000000, plus the net return rate.

              The net return rate equals:

                                             [a - b - c]
                                            -------------- - e - f
                                                 d
<PAGE>

              Where:

              a is  the value of the shares of the Fund held by the Separate
                    Account at the end of a Valuation Period;

              b is  the value of the shares of the Fund held by the Separate
                    Account at the start of the Valuation Period;

              c is  taxes or provisions for taxes, if any, on the Separate
                    Account (with any federal income tax liability offset by
                    foreign tax credits to the extent allowed);

              d is  the total value of the accumulation units and annuity
                    units of the Separate Account at the start of the Valuation
                    Period;

              e is  Separate Account daily charges for mortality and expense
                    risks and a daily administrative charge as shown on Contract
                    Schedules I and II under Daily Charges to the Separate
                    Account; and

              f is  if applicable, a fee for the GET Fund Guarantee, which is
                    deducted daily during the Guarantee Period. The fee, which
                    is determined before the beginning of each offering period,
                    is shown on Contract Schedule I under GET Fund Guarantee
                    Fee.

              The net return rate may be greater or less than zero percent.

3.07         Charges to the Separate Account

              During the Accumulation Phase, we may deduct a mortality and
              expense risks charge from the Individual Account value invested in
              the Separate Account. In addition, we reserve the right to impose
              an administrative charge.

              The charges to the Separate Account are shown on Contracts
              Schedules I under Maximum Daily Charges to the Separate Account
              and are deducted daily.

3.08         Separate Account Transfers

              During the Accumulation Phase, any portion or all of the
              Individual Account value held in a Fund may be transferred to any
              other Fund or any available Fixed Interest Option. The Individual
              Account value will be based on the Fund's accumulation unit value
              next determined after we receive a transfer request in Good Order.

3.09         Withdrawals from the Separate Account

              If the Contract Holder or you, as applicable, requests a partial
              or full withdrawal (see 8.02) from the Funds, a withdrawal charge
              may apply (see 8.04).

Section 4. Aetna GET Fund (GET Fund)
- --------------------------------------------------------------------------------

The following provisions apply if the GET Fund is available as shown on Contract
Schedule I under Aetna GET Fund Availability.

4.01       GET Fund Guarantee Period

              For each GET Fund series, the period for which the GET Fund
              Guarantee applies. The Guarantee Period ends on the Maturity Date.

4.02       GET Fund Offering Period

              The period, usually from one to three months, during which the
              Contract Holder or you, as applicable, may allocate (transfer or
              deposit) amounts to a GET Fund series. Each GET Fund series has a
              specific offering period.

              We will specify a minimum total asset amount required at the end
              of an offering period to offer a GET Fund series. If the minimum
              is not achieved, we reserve the right to not start the Guaranteed
              Period. If a GET Fund series is terminated, we will send written
              notification to all Contract Holders or you, as applicable, who
              have made allocations to that GET Fund series. We inform Contract
              Holder or you, as applicable, no later than 15 days after the end
              of the offering period. The Contract Holder or you, as applicable,
              then has 45 days from the end of the offering period to reallocate
              the amount allocated to the GET Fund to any other available
              Investment Options. During this time, GET Fund assets are invested
              in money market instruments. If Contract Holder or you, as
              applicable, makes no election by the end of the 45-day period, at
              the next Valuation Date, we will allocate the amount in the
              terminated GET Fund series to the money market fund.
<PAGE>

              We reserve the right to specify a maximum total asset amount for a
              GET Fund series. If the maximum is achieved, we reserve the right
              to set a date on which we will stop accepting allocations for that
              GET Fund series. We will announce the date on which we will stop
              accepting transfer and allocations 10 days prior to that date.

4.03       GET Fund Guarantee

              On the Maturity Date of each GET Fund series, the GET Fund
              accumulation unit value for that series will not be less than the
              Fund accumulation unit value determined at the close of business
              on the last day of the offering period. If necessary to offset any
              shortfall in the GET Fund accumulation unit value, we will
              transfer funds from our General Account to the GET Fund. The GET
              Fund guarantee does not apply to transfers or withdrawals made
              before the Maturity Date.

              If GET Fund accumulation units are adjusted at any time during the
              guaranteed period, the GET Fund guarantee will be restated. We
              calculate the restated guarantee so that it is equivalent to the
              original guarantee for that GET Fund series.

              A daily charge is assessed on the amount, if any, allocated to the
              GET Fund. This charge for the GET Fund guarantee will range
              between 0.25% and 1.25% on an annual basis (the prospectus for
              each GET Fund series offering provides the charge applicable to
              that offering).

4.04       GET Fund Maturity Date

              The GET Fund Maturity Date is the date on which the guarantee
              period ends and GET Fund accumulation units are liquidated.

              Prior to the Maturity Date for each series, we send a written
              notice to each Contract Holder or you, as applicable, who has an
              Individual Account value in that series. In response, the Contract
              Holder or you, as applicable, must tell us to which available
              Investment Option to transfer the amount in the GET Fund on the
              Maturity Date. If we do not receive instructions, on the Maturity
              Date we transfer the portion of the Individual Account value held
              in the GET Fund to another GET Fund series, if available. If no
              GET Fund series is available, we transfer the amount to the Fund
              or Funds we designate.

4.05       Transfers or Withdrawals from the GET Fund

              Transfers or withdrawals from the GET Fund before the Maturity
              Date are based on the GET Fund Unit value for the Valuation Date
              next following the date on which we receive the request in Good
              Order (see 8.01 and 8.02).

Section 5. Fixed Account
- --------------------------------------------------------------------------------

The following provisions apply if the Fixed Account is available as shown on
Contact Schedule I under Fixed Interest Options Available.

5.01       Fixed Account Minimum Guaranteed Interest Rate

              The Fixed Account minimum guaranteed interest rate is shown on
              Contract Schedule I under Fixed Account Minimum Guaranteed
              Interest Rate.

              Each calendar year, we will set an annual minimum guaranteed
              interest rate which will apply to all amounts held in the Fixed
              Account during the calendar year. The one year minimum guaranteed
              interest rate will be established prior to each calendar year and
              will be made available to the Contract Holder or you, as
              applicable, in advance of the calendar year. We, at our
              discretion, may credit a higher interest rate, which is not
              guaranteed; we will make the current rate, and the period for
              which it will be credited, available to the Contract Holder or
              you, as applicable.

5.02       Transfers from the Fixed Account

              During each rolling 12-month period, the percentage shown on
              Contract Schedule I under Fixed Account Annual Transfer Limit of
              the amount in the Fixed Account may be transferred to any
              available Investment Option. The amount available for transfer
              will be based on the Individual Account value in the Fixed Account
              as of the January 1 preceding the transfer request. There is no
              limit on the amount that may be transferred to the Fixed Plus
              Account. We may, on a temporary basis, allow transfer of a larger
              percentage.

5.03         Withdrawals from the Fixed Account
<PAGE>

              If the Contract Holder or you, as applicable, requests a partial
              or full withdrawal (see 8.02) from the Fixed Account, a withdrawal
              charge may apply (see 8.04).

Section 6. Fixed Plus Account
- -------------------------------------------------------------------------------

The following provisions apply if the Fixed Plus Account is available as shown
on Contract Schedule I under Fixed Interest Options Available.

6.01       Fixed Plus Account Minimum Guaranteed Interest Rate

              The Fixed Plus Account minimum guaranteed interest rate is shown
              on Contract Schedule I under Fixed Plus Account Minimum Guaranteed
              Interest Rate.

              Each calendar year, we will set an annual minimum guaranteed
              interest rate which will apply to all amounts held in the Fixed
              Plus Account during the calendar year. The one year minimum
              guaranteed interest rate will be established prior to each
              calendar year and will be made available to the Contract Holder or
              you, as applicable, in advance of the calendar year. We, at our
              discretion, may credit a higher interest rate, which is not
              guaranteed; we will make the current rate, and the period for
              which it will be credited, available to the Contract Holder or
              you, as applicable.

6.02       Transfers from the Fixed Plus Account

              During each rolling 12-month period, the percentage shown on
              Contract Schedule I under Fixed Plus Account Annual Transfer and
              Withdrawal Limit of the amount in the Fixed Plus Account may be
              transferred to any available Investment Option.

              The amount available for transfer is based on the Individual
              Account value in the Fixed Plus Account on the January 1 preceding
              the transfer request reduced by any amount withdrawn, transferred,
              taken as a loan (if allowed under the Contract) or used to
              purchase Annuity payments during the previous 12 months. In
              addition, we reserve the right to reduce the amount available for
              transfer by amounts withdrawn under a systematic distribution
              option.

              We reserve the right to waive the transfer limit when the amount
              in the Fixed Plus Account is $2,000 or less. In addition, 20% of
              the amount in the Fixed Plus Account may be transferred in each of
              four consecutive 12-month periods with the balance transferred in
              the succeeding 12-month period subject to the following
              conditions:

              (a) During the five-year period, no additional amounts are
                  allocated to or transferred from the Fixed Plus Account;

              (b) we will include any amount transferred, taken as a loan (if
                  allowed under the Contract) or used to purchase Annuity
                  payments during the prior 12-month period when calculating the
                  amount which equals 20%; and

              (c) we reserve the right to include amounts paid under a
                  systematic distribution option when calculating the amount
                  which equals 20%.

6.03       Partial Withdrawals from the Fixed Plus Account

              During each rolling 12-month period, the percentage shown on
              Contract Schedule I under Fixed Plus Account Transfer and
              Withdrawal Limit may be withdrawn from the Fixed Plus Account.

              The amount available for withdrawal is based on the amount of the
              Individual Account value in the Fixed Plus Account on the January
              1 preceding the withdrawal request reduced by any amount
              withdrawn, transferred, taken as a loan (if allowed under the
              Contract), or used to purchase Annuity payments during the
              preceding 12-month period. In addition, we reserve the right to
              reduce the amount available by deducting any amount withdrawn
              under a systematic distribution option.

              The withdrawal limit does not apply when the partial withdrawal
is:

              (a) Due to your death during the Accumulation Phase and is made
                  within six months of the date of death (this exception applies
                  to only one partial withdrawal);

              (b) Used to purchase Annuity payments; or

              (c) Due to other conditions as we may allow without
                  discrimination.

6.04       Full Withdrawal of the Total Amount in the Fixed Plus Account
<PAGE>

              The Contract Holder, or you, as applicable, may withdraw the full
              amount held in the Fixed Plus Account. When we receive a request
              for a full withdrawal, no additional transfers, partial
              withdrawals or loans (if allowed under the Contract) are allowed.

              The Individual Account value held in the Fixed Plus Account may be
              withdrawn as shown on Contract Schedule I under Full Withdrawal
              from the Fixed Plus Account.

              No withdrawal charge applies to amounts withdrawn.

              The Contract Holder or you, as applicable, may cancel a full
              withdrawal request from the Fixed Plus Account at any time.

6.05       Waiver of Fixed Plus Account Full Withdrawal Provision

              The restriction on payment of a full withdrawal from the Fixed
              Plus Account (see x.xx) does not apply to any of the circumstances
              shown on Contract Schedule I under Waiver of Fixed Plus Account
              Full Withdrawal Provision.

Section 7. Guaranteed Accumulation Account (GAA)
- --------------------------------------------------------------------------------

7.01       Nonunitized Separate Account

              The Nonunitized Separate Account is established under Title 38a,
              Section 38a-433 of the Connecticut General Statutes. There are no
              discrete units for this account. We own the assets held in the
              Nonunitized Separate Account; we are not a trustee of those
              assets. Income, gains or losses, realized or unrealized, are
              credited to or charged against the Nonunitized Separate Account
              without regard to our other income, gains or losses. Except to the
              extent of reserves and other Contract liabilities, Nonunitized
              Separate Account assets cannot be charge with liabilities arising
              out of any other business we conduct.

7.02       GAA Minimum Guaranteed Interest Rate

              All Contributions allocated to a GAA guaranteed term (see 7.04)
              earn a rate of interest which we determine and which is guaranteed
              when the Contribution remains in the guaranteed term until the
              Maturity Date. The rate credited will never be less than the
              minimum interest rate shown on Contract Schedule I under
              Guaranteed Accumulation Account Minimum Guaranteed Interest Rate.

              For guaranteed terms of one year or less, one guaranteed rate is
              credited for the full guaranteed term. For longer guaranteed
              terms, we may credit an initial guaranteed interest rate from the
              date of deposit to the end of a specified period within the
              guaranteed term. We may credit different interest rates for
              subsequent specified periods throughout the guaranteed term.

7.03       Deposit Period

              A deposit period is the period of time we determine during which
              we accept allocations (Contributions, transfers, or reinvestments)
              to one or more guaranteed terms. We reserve the right to extend
              the deposit period.

7.04       Guaranteed Term

              A guaranteed term is the period of time for which we guarantee the
              declared interest rate for allocations (Contributions, transfers,
              or reinvestments) to GAA guaranteed terms. We may offer guaranteed
              terms ranging in duration from one to ten years. During each
              deposit period, we may offer more than one guaranteed term of
              varying lengths. The guaranteed term begins the day after the
              deposit period ends. The Contract Holder or you, as applicable,
              may allocate new Contributions or transfers to any or all
              guaranteed terms available in the current deposit period.

7.05       Guaranteed Term Groups

              A guaranteed term group is comprised of all GAA guaranteed terms
              of the same duration.

7.06       Maturity Date, Maturity Value and Reinvestment

              The Maturity Date is the last day of a guaranteed term. The
              maturity value is the amount we pay at the end of a guaranteed
              term. At least 18 days before any guaranteed term Maturity Date,
              we notify the Contract Holder or you, as applicable, of the
              projected maturity value and the guaranteed terms (and the
              guaranteed interest
<PAGE>

              rates for each) available during the then-current deposit period.
              The Contract Holder, or you, as applicable, may then tell us how
              to allocate the maturity value.

              If the Contract Holder or you, as applicable, does not tell us how
              to reinvest the maturity value, we reinvest it in a guaranteed
              term of the same duration if one is available. If no guaranteed
              term of the same duration is available, we reinvest the maturity
              value in the guaranteed term with the next shortest duration. If
              no shorter guaranteed term is available, we reinvest the maturity
              value in the next longest term. We mail a confirmation of
              reinvestment. The confirmation includes the guaranteed term in
              which we have reinvested the maturity value and the guaranteed
              interest rate for that term.

              If we have reinvested the maturity value, during the month
              following the Maturity Date, the Contract Holder or you, as
              applicable, may transfer or withdraw the reinvested amount, with
              interest earned (as of the date we receive the request) without
              incurring a Market Value Adjustment.

7.07       Transfers and Withdrawals from the GAA

              Except as noted below, the Contract Holder or you, as applicable,
              may transfer any portion or all of the amount held in the GAA.
              Transfers or withdrawals before the Maturity date may be subject
              to a Market Value Adjustment (see 7.10). Amounts invested in a
              guaranteed term may not be transferred during the deposit period
              or for a period of 90 days after the close of the deposit period.

              Unless directed otherwise, when the Contract Holder or you, as
              applicable, requests a transfer or withdrawal from the GAA, we
              withdraw amounts proportionately from each guaranteed term in
              which the Individual Account is invested. Within a guaranteed term
              group, we withdraw first from the oldest deposit period and then
              from the next oldest and so on until the amount requested is
              withdrawn.

7.08       Application of the Market Value Adjustment

              Transfers or withdrawals from the GAA before the Maturity date are
              subject to a Market Value Adjustment, except for:

              (a) A one-month period following the Maturity Date on which we
                  have automatically reinvested the value on the Maturity Date;

              (b) Distributions under certain systematic distribution options;
                  and

              (c) When the withdrawal is equal to the minimum distribution
                  amount required under the Code, using a method permitted by
                  the Code and which we offer.

              If the amount withdrawn is used to purchase life-contingent
              Annuity payments, the Market Value Adjustment applies only if it
              is positive.

              For withdrawals and transfers from the GAA made (1) within six
              months of your death; or (2) to purchase Annuity payments under a
              life-contingent Annuity option, the amount withdrawn from the GAA
              is the greater of:

              (a) The aggregate MVA amount which is the sum of all market value
                  adjusted amounts calculated due to a withdrawal before the
                  Maturity Date (which may be positive or negative); or

              (b) The amount in the GAA.

              For withdrawals made after the six month period following death,
              the withdrawal or transfer amount is the aggregate MVA amount.

              An MVA applies to amounts withdrawn to purchase Annuity payment
              under a period certain Annuity option.

              We may change the GAA Market Value Adjustment by notifying the
              Contract Holder in writing at least 90 days before the change
              becomes effective. Any such change will apply only to guaranteed
              terms offered in deposit periods after the effective date of the
              change and will apply to existing and new Individual Accounts.

7.09       Market Value Adjustment (MVA)

              The Market Value Adjustment reflects any change in yields on U.S.
              Treasury Notes from the time an amount is allocated to a GAA
              guaranteed term to the time of a transfer or withdrawal prior to
              the Maturity Date. When the Market Value Adjustment is applied,
              the amount transferred or withdrawn from the GAA is multiplied by
              a factor which is calculated as follows:
<PAGE>

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

              Where:

                    I  is the deposit period 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 and the current yield are determined as
              follows:

                 Deposit Period Yield

                 At the close of the last business day of each week of a
                 deposit period, we compute a yield that is the average of
                 the yields on U.S. Treasury Notes which mature in the last
                 three months of the guaranteed term. The deposit period
                 yield is the average of those yields for the deposit
                 period. If a withdrawal is made prior to the close of the
                 deposit period, the deposit period yield is the average of
                 the yields of U.S. Treasury Notes for each week preceding
                 the withdrawal. In the event that no U.S. Treasury Notes
                 will mature in the last three months of the guaranteed
                 term, we reserve the right to use the U.S. Treasury Notes
                 that mature in a following quarter.

                 Current Yield

                 The Current Yield is the average of the yields of the same
                 U.S. Treasury Notes used to calculate the deposit period
                 yield on the last business day of the week preceding
                 withdrawal.

Section 8. Transfers, Withdrawals and Distributions
- --------------------------------------------------------------------------------

8.01       Transfers

              During the Accumulation Phase, the Contract Holder or you, as
              applicable, may transfer all or any portion of the Individual
              Account value among the available Investment Options. The
              Individual Account value on any amount transferred from a Fund
              will be based on the Fund's accumulation unit value next
              determined after we receive the transfer request In Good Order.

              The Contract Holder or you, as applicable, may request a transfer
              by properly completing a transfer request form and sending it to
              our Home Office, or by otherwise complying with our administrative
              procedures. We reserve the right to establish a minimum transfer
              amount.

8.02       Withdrawals

              As allowed by the Plan, if applicable, and subject to provisions
              of the Code (see 8.03), during the Accumulation Phase, the
              Contract Holder or you, as applicable, may withdraw any portion or
              all of the Individual Account value. The Individual Account value
              of any amount withdrawn from a Fund will be based on the Fund's
              accumulation unit value next determined after we receive the
              transfer request In Good Order.

              The Contract Holder or you, as applicable, may request a
              withdrawal by properly completing a withdrawal request form and
              forwarding it to our Home Office, or by otherwise complying with
              our administrative procedures. Unless the Contract Holder or you,
              as applicable, requests otherwise, the withdrawal will be made pro
              rata from the Investment Options in which the Individual Account
              is invested.

              A withdrawal charge may apply to amounts withdrawn (see 8.04). In
              addition, a market value adjustment may apply to amounts withdrawn
              from the GAA (see 7.08 and 7.09) and limitations may apply to
              withdrawals from the Fixed Plus Account (see 6.04).

8.03       Withdrawal Restrictions Under the Code

              The Code may impose restrictions on the amount and timing of
              withdrawals. The restrictions, if any, applicable to this Contract
              are shown on Contract Schedule I under Withdrawal Restrictions
              Under the Code. Withdrawals that do not comply with the Code may
              be subject to tax penalties.

8.04       Withdrawal Charge

              During the Accumulation Phase, we may deduct a withdrawal charge
              from the Individual Account value withdrawn. The charge, if any,
              is a percentage of the amount withdrawn from the Funds and/or
              Fixed Interest
<PAGE>

              Options (except, if applicable, the Fixed Plus Account). The
              withdrawal charge will never exceed 8.5% of the total amount of
              Contributions.

              The withdrawal charge, if any, is shown on Contract Schedule I
              under Withdrawal Charge.

8.05       Waiver of Withdrawal Charge

              The withdrawal charge (see 8.04) does not apply in any of the
              circumstances shown on Contract Schedule I under Waiver of
              Withdrawal Charge.

              In addition, we reserve the right to reduce, waive or eliminate
              the withdrawal charge.

8.06       Reinstatement

              Within 30 days after a withdrawal, the Contract Holder or you, as
              applicable may elect to reinstate all or a portion of the proceeds
              of a full withdrawal if allowed by applicable law. We must receive
              the reinstated amount within 60 days of the withdrawal.

              Any maintenance fee and withdrawal charge imposed at the time of
              the withdrawal is included in the reinstatement. If only a portion
              of the amount withdrawn is reinstated, the amount of any
              maintenance fee and withdrawal charge deducted will be restored
              proportionally. The amount of any market value adjustment deducted
              from any amount withdrawn from GAA is not included in the amount
              reinstated.

              Any amount reinstated to the GA Account will be credited to
              guaranteed terms available in the current deposit period. We will
              reinvest it in a guaranteed term of the same duration if one is
              available. If no guaranteed term of the same duration is
              available, we reinvest the maturity value in the guaranteed term
              with the next shortest duration. If no shorter guaranteed term is
              available, we reinvest the maturity value in the next longest
              term.

              Amounts withdrawn from a GET Fund series are reinstated to the
              current offering period if one is available. If no GET Fund
              offering period is available, any amount withdrawn from the GET
              Fund is reinstated equally among all other Investment Options in
              which the Individual Account is invested.

              Amounts are reinstated among the Investment Options in the same
              proportion as they were held at the time of withdrawal, except, as
              noted above, for amounts from the GET Fund. Any maintenance fee
              which falls due after the withdrawal and before the reinstatement
              is deducted from the amount reinstated.

              The number of accumulation units reinstated to any Fund is based
              on the accumulation unit value(s) next computed after we receive
              the reinstatement request in Good Order at our Home Office.

              Reinstatement is permitted only once.

8.07       Required Distributions

              While an Individual Account remains in the Accumulation Phase, the
              Code may require distribution of all or a portion of the
              Individual Account value. The Contract Holder, you or Contract
              beneficiary, as applicable, must tell us when to begin
              distributions. We have no responsibility for adverse tax
              consequences as the result of the Contract Holder, you or Contract
              beneficiary, as applicable, not complying with minimum
              distribution requirements.

              The distribution requirements, if any, are shown on Contract
              Schedule I under Required Distributions.

              Generally, to meet distribution requirements, the Contract Holder,
              you or Contract beneficiary, as applicable, may request partial
              withdrawals, a systematic distribution option (see 8.08) or an
              annuity option.

8.08       Systematic Distribution Options (SDOs)

              During the Accumulation Phase, we may offer one or more
              distribution options under which we make regularly scheduled
              automatic partial distributions of the Individual Account value.
              To request an SDO, the Contract Holder, you or Contract
              beneficiary, as applicable, must complete an SDO election form and
              forward it to our Home Office.

              Each option is available without discrimination to any class of
              Contracts. The availability of any specific option may be subject
              to terms and conditions applicable to that option. We may
              discontinue the availability of an SDO option for future election;
              payments will, however, continue to you if you elected the option
              before the date it is no longer available.

8.09       Individual Account Termination
<PAGE>

              If the Individual Account value is $3,500 or less, and we have
              received no Contributions for 12 months, we reserve the right to
              terminate an Individual Account. Before we do this, we notify the
              Contract Holder or you, as applicable, 90 days in advance. When we
              terminate an Individual Account, we do not deduct a withdrawal
              charge. We do not exercise this right when the Individual Account
              value is $3,500 or less due to investment performance.

Section 9. Loans
- --------------------------------------------------------------------------------

9.01       Loan Availability

              If loans are available under the Contract, a loan endorsement is
              attached.

Section 10. Death Benefit During the Accumulation Phase
- --------------------------------------------------------------------------------

10.01      Death Benefit

              If you die during the Accumulation Phase, we pay a death benefit.
              The amount of the death benefit is the Individual Account value as
              of the Valuation Date following the date we receive acceptable
              proof of death at our Home Office (see 7.10 for amounts in the
              GAA).

10.02      Contract Beneficiary

              The Contract beneficiary is shown on Contract Schedule I under
              Contract beneficiary. Generally, you may name a beneficiary under
              the Plan (the Plan beneficiary). If allowed by the Plan, when
              designating the Beneficiary, the Contract Holder or you, as
              applicable, may specify, the form of payment as permitted by the
              Code. The Contract beneficiary and the form of payment, if
              applicable, may be designated or changed in writing or as we may
              otherwise allow in our administrative procedures.

10.03      Distribution of Death Benefit

              Generally, if the Plan beneficiary is your surviving spouse,
              distribution of the death benefit must begin no later than the
              year the you have attained age 70-1/2 or any other date allowed
              under federal law or regulations.

              If the Plan beneficiary is not the your surviving spouse,
              generally, the death benefit must be used to purchase Annuity
              payments within one year of the year of your death or otherwise
              paid within five years of the year of your death.

              Annuity payments to a Plan beneficiary may not extend beyond the
              period specified in the Code.

                             Part II. Annuity Phase

Section 11. General Provisions
- --------------------------------------------------------------------------------

11.01      Election

              The Contract Holder, you, a Contract or Plan beneficiary, as
              applicable, may elect an Annuity option by properly completing an
              election form and forwarding it to our Home Office no later than
              30 days before the desired first Annuity payment date. All
              elections of an Annuity option must comply with the minimum
              distribution requirements of Code Section and any applicable laws
              and regulations.

              All or any portion of the Individual Account value (after the
              deduction of any applicable premium tax) may be used to purchase
              Annuity payments (for amounts from the GAA, see 7.08).

              The Contract Holder, you, a Contract or Plan beneficiary, as
              applicable, must also select an Annuity option (see 11.03) and the
              Investment Option(s) (see 11.06).

              Once payments begin, an Annuity option may not be changed.

11.02      Change of Annuity Provisions

              We reserve the right to change Annuity options (see 11.03) and the
              mortality table (see 11.04) we use to calculate payment rates for
              life-contingent Annuity payments. If we do this, the change will
              not take effect until at least 12 months after the Contract
              Effective Date, or until at least 12 months after any previous
              change. A
<PAGE>

              change to Annuity options or the mortality table used to calculate
              payment rates will not apply to Individual Accounts established
              before the effective date of the change.

11.03      Annuity Options

              The Contract Holder, you, a Contract or Plan beneficiary, as
              applicable, must elect one of the following:

              Payments for a Stated Period

              This option provides payments for a stated period. The number of
              years in the stated period must fall within the range shown on
              Contract Schedule II under Guaranteed Payment Period.

              If payments for this option are under a Variable Annuity, the
              present value of any remaining payments may be withdrawn at any
              time. If a withdrawal is requested within five years of the first
              payment, the lump sum payment is treated as a withdrawal during
              the Accumulation Phase and any applicable withdrawal charge
              applies (see 8.04).

              If the payments are fixed-only, an annual increase of one, two or
              three percent (compounded annually) may be elected at the time the
              Annuity option is chosen (if permitted by the Code).

              Life Income for One Annuitant

              This option provides payments for the life of the Annuitant. If
              this option is elected, the Contract Holder, you, or a Contract
              beneficiary, as applicable, must also choose one of the following:

              (a) Payments cease at the death of the Annuitant; or

              (b) Payments are guaranteed for a period within the range shown on
                  Contract Schedule II under Guaranteed Payment Period; or

              (c) Fixed-only cash refund: at the death of the Annuitant, the
                  Beneficiary receives a lump sum payment in an amount equal to
                  the amount applied to the Annuity, less the amount of payments
                  made to the Annuitant.

              Under (a) or (b), if the payments are fixed-only, an annual
              increase of one, two or three percent (compounded annually) may be
              elected at the time the Annuity option is chosen (if permitted by
              the Code).

              Life Income for Two Annuitants

              This option provides payments for the lives of the Annuitant and a
              second Annuitant. Payments continue until both Annuitants have
              died. If this option is elected, the Contract Holder, you, or a
              Contract or Plan beneficiary, as applicable, must also choose one
              of the following:

              (a) 100% of the payment amount to continue after the first death;
                  or

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

              (c) 50% of the payment amount to continue after the first death;
                  or

              (d) 100% of the payment amount to continue after the first death
                  with payments guaranteed to the Beneficiary after the second
                  death for a period within the range shown on Contract Schedule
                  II under Guaranteed Payment Period; or

              (e) 100% of the payment amount to continue at the death of the
                  specified second Annuitant and 50% of the payment amount to
                  continue at the death of the specified Annuitant; or

              (f) 100% of the fixed-only payment amount to continue after the
                  first death with a cash refund to the Contract beneficiary
                  after the second death. The amount of the cash refund is equal
                  to the amount applied to the Annuity, less the amount of
                  payments made.

              Under (a) or (d), if the payments are fixed-only, an annual
              increase of one, two or three percent (compounded annually may be
              elected at the time the Annuity option is chosen (if permitted by
              the Code).

              Other Options

              We may make other options available.

11.04      Mortality Table

              The mortality table used for calculating Annuity payments for life
              is shown on Contract Schedule II under Mortality Table.

              To calculate the payments for a fixed Annuity, or a variable
              Annuity guaranteed first payment, we use the Annuitant's and, if
              applicable, the second Annuitant's, adjusted age. The adjusted age
              is the person's age as of his or her nearest birthday closest to
              the day Annuity payments begin, reduced as follows:
<PAGE>

              (a) Reduced by one year for payments before January 31, 1999;

              (b) Reduced by two years for payments beginning during the period
                  from January 1, 2000 through December 31, 2009;

              (c) Starting on January 1, 2010, reduced by one additional year
                  for payments beginning in each succeeding decade.

11.05      Minimum First Payment Amount

              The minimum first payment amount is shown on Contract Schedule II
              under Minimum Payment Amount. We reserve the right to increase the
              minimum first payment amount, if allowed by state law, based on
              increases reflected in the Consumer Price Index-Urban (CPI-U)
              since July 1, 1993.

11.06      Investment Options

              When an Annuity option is elected, the Contract Holder, you, a
              Contract or Plan beneficiary, as applicable, must also select:

              (a) A fixed Annuity;

              (b) A variable Annuity for which the underlying investment is one
                  or more of the available Funds; or

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

              For a variable Annuity, the maximum number of Funds available
              during the Annuity Phase is shown on Contract Schedule II under
              Maximum Number of Funds. The Contract Holder, you, or a Contract
              beneficiary, as applicable, may transfer amounts allocated to
              Funds during the Annuity Phase.

              If a fixed Annuity is elected, we will use the applicable current
              settlement option rates if these will provide high fixed Annuity
              payments.

11.07      Fixed Annuity Minimum Guaranteed Interest Rate

              For a Fixed Annuity, the interest rate is never less than the
              minimum guaranteed rate shown on Contract Schedule II under Fixed
              Annuity minimum Guaranteed Interest Rate.

11.08      Fixed Annuity Payment Amount

              The amount of Fixed Annuity payments is a function of the Annuity
              option elected, the adjusted age of the Annuitant(s) for
              life-contingent options, the rates in effect at the time payments
              begin and payment frequency. Sample rates are shown on the charts
              beginning on page XX.

11.09      Variable Annuity Funds

              The Funds available during the Annuity Phase may not be the same
              as those available during the Accumulation Phase.

11.10      Variable Annuity Transfers

              If a variable Annuity is elected, the Contract Holder, you, or a
              Contract or Plan beneficiary, as applicable, may request that we
              transfer all or a portion of the amount allocated to a Fund to any
              other available Fund. Transfer requests must be expressed as a
              percentage of the allocation among the Funds on which the variable
              payment is based. The number of transfers allowed each calendar
              year is shown on Contract Schedule II under Number of Annual
              Transfers Among Funds. We reserve the right to allow additional
              transfers. Transfers are effective as of the next Valuation Date
              after we receive a transfer request in Good Order at our Home
              Office.

11.11      Variable Annuity Payment Amount

              The first variable Annuity payment is calculated by multiplying
              the Individual Account value (minus any applicable premium tax),
              by an Annuity rate per $1,000. The Annuity rate is calculated
              based on:

              (a) The Annuity option elected;

              (b) Payment frequency;

              (c) The assumed investment rate (AIR); and

              (d) The adjusted age of the Annuitant(s).
<PAGE>

              The Contact Holder, you, or a Contract or Plan beneficiary, as
              applicable, must elect an AIR of 3.5% or 5.0%. Sample rates for
              each AIR are shown on the charts beginning on page xx.

              After the first payment, payment amounts are determined by
              comparing the performance of the net investment rate (NIR) of the
              Fund(s) to the AIR. For the amount of the payment to stay the
              same, or increase, the NIR of the Fund)s) must be equal to or
              greater than the AIR after the deduction of the daily mortality
              and expense risks charge and any applicable administrative charge.
              The amount of the daily mortality and expense risks charge and the
              administrative charge are shown on Contract Schedule II under
              Separate Account Daily Mortality and Expense Risks Charge and
              Separate Account Daily Administrative Charge. If the NIR is less
              than the AIR, the payment amount decreases.

              The assumed investment rate for 3.5% is 0.9999058; for 5.0% is
              0.9998663.

              The net investment factor(s) for each Fund is equal to 1.0000000
              plus the net return rate.

              The net return rate equals:

                                    [a - b + c]
                                   ------------ - e - f
                                        d

              Where:

              a is  the value of the shares of the Fund held by the Separate
                    Account at the end of a Valuation Period;

              b is  he value of the shares of the Fund held by the Separate
                    Account at the start of the Valuation Period;

              c is  taxes or provisions for taxes, if any, on the Separate
                    Account (with any federal income tax liability offset by
                    foreign tax credits to the extent allowed);

              d is  the total value of the accumulation units and annuity
                    units of the Separate Account at the start of the Valuation
                    Period;

              e is  Separate Account daily charges for mortality and expense
                    risks and a daily administrative charge as shown on Contract
                    Schedules I and II under Daily Charges to the Separate
                    Account; and

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

11.12      Death Benefit During the Annuity Phase

              The Contract Holder or you, as applicable, must name a beneficiary
              for the Annuity Phase.

              If an Annuitant(s) dies, any remaining guaranteed payments
              continue to the beneficiary. Payments are made at least as rapidly
              as provided by the option in effect at the death of the Annuitant.
              Annuity payments to an beneficiary may not extend beyond (1) the
              life of the beneficiary, or (2) any period certain greater than
              the beneficiary's life expectancy as determined by the Code.

              The beneficiary may also elect a lump sum payment equal to the
              present value of any remaining payments.

              The interest rate used to determine the first Annuity payment is
              used to calculate the present value. The present value is
              determined as of the Valuation Date in which we receive acceptable
              proof of death and a written claim for the death benefit.

              If the beneficiary dies while receiving payments, the present
              value of any remaining guaranteed payments is paid in a lump sum
              to the Contract beneficiary's estate.


C-CDA(99)
<PAGE>

                    OPTION 1: Payments for a Specified Period

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------
                    Monthly Amount for Each $1,000*
      Rates for a Fixed Annuity with a 3% Guaranteed Interest Rate
- ----------------------------------------------------------------------
Years               Payment               Years               Payment
- ----------------------------------------------------------------------
  <S>                <C>                    <C>                <C>
  5                  $17.91                 20                 $5.51
  10                  9.61                  25                  4.71
  15                  6.87                  30                  4.18
- ----------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------
                 First Monthly Amount for Each $1,000*
              Rates for a Variable Annuity with a 3.5% AIR
- ----------------------------------------------------------------------
Years               Payment               Years               Payment
- ----------------------------------------------------------------------
  <S>                <C>                    <C>                <C>
  5                  $18.12                 20                 $5.75
  10                  9.83                  25                  4.96
  15                  7.10                  30                  4.45
- ----------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------
                 First Monthly Amount for Each $1,000*
               Rates for a Variable Annuity with a 5% AIR
- ----------------------------------------------------------------------
Years               Payment               Years               Payment
- ----------------------------------------------------------------------
  <S>                <C>                    <C>                <C>
  5                  $18.74                 20                 $6.51
  10                 10.51                  25                  5.76
  15                  7.82                  30                  5.28
- ----------------------------------------------------------------------
</TABLE>

                  * Net of any applicable premium tax deduction

C-CDA(99)
<PAGE>

            Option 2: Life Income Based on the Life of One Annuitant

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
                       Monthly Payment Amount for Each $1,000*
          Rates for a Fixed Annuity Payment with 3% Guaranteed Interest Rate
- -----------------------------------------------------------------------------------------------
             Option 2(a):  Option 2(b):  Option 2(b):  Option 2(b):  Option 2(b):   Option 2(c):
 Adjusted    payments for    payments      payments      payments      payments     Cash Refund
  Age of         life       guaranteed    guaranteed    guaranteed    guaranteed
Annuitant                     5 years      10 years      15 years      20 years
- -----------------------------------------------------------------------------------------------
    <S>          <C>           <C>           <C>           <C>           <C>           <C>
    55           4.44          4.42          4.39          4.32          4.22          4.19
    60           4.95          4.93          4.86          4.73          4.55          4.57
    65           5.65          5.61          5.47          5.22          4.89          5.06
    66           5.82          5.77          5.61          5.33          4.96          5.18
    70           6.64          6.54          6.23          5.76          5.19          5.70
    75           8.06          7.82          7.14          6.25          5.38          6.51
- -----------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
                First Monthly Payment Amount for Each $1,000*
     Rates for a Variable Annuity Payment with 3.5% Assumed Interest Rate
- ----------------------------------------------------------------------------------
            Option 2(a):  Option 2(b):  Option 2(b):   Option 2(b):  Option 2(b):
 Adjusted   payments for    payments      payments       payments      payments
  Age of        life       guaranteed    guaranteed     guaranteed    guaranteed
Annuitant                    5 years      10 years       15 years      20 years
- ----------------------------------------------------------------------------------
    <S>         <C>           <C>           <C>            <C>           <C>
    55          4.72          4.71          4.67           4.60          4.50
    60          5.23          5.21          5.13           5.00          4.82
    65          5.94          5.89          5.73           5.48          5.15
    70          6.92          6.81          6.49           6.00          5.43
    75          8.35          8.08          7.38           6.48          5.62
- ----------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
                First Monthly Payment Amount for Each $1,000*
      Rates for a Variable Annuity Payment with 5% Assumed Interest Rate
- ----------------------------------------------------------------------------------
            Option 2(a):  Option 2(b):   Option 2(b):   Option 2(b):  Option 2(b):
 Adjusted   payments for    payments       payments       payments      payments
  Age of        life       guaranteed     guaranteed     guaranteed    guaranteed
Annuitant                    5 years       10 years       15 years      20 years
- ----------------------------------------------------------------------------------
    <S>         <C>           <C>            <C>            <C>           <C>
    55          5.63          5.61           5.56           5.47          5.36
    60          6.12          6.09           6.00           5.85          5.65
    65          6.82          6.75           6.57           6.30          5.95
    70          7.80          7.67           7.30           6.78          6.21
    75          9.23          8.93           8.16           7.23          6.38
- ----------------------------------------------------------------------------------
</TABLE>

                  * Net of any applicable premium tax deduction

C-CDA(99)
<PAGE>

           Option 3: Life Income Based on the Lives of Two Annuitants

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
                           First Monthly Payment Amount for Each $1,000*
                Rates for a Fixed Annuity Payment with 3.0% Guaranteed Interest Rate
- ---------------------------------------------------------------------------------------------------
   Adjusted Ages
- --------------------
                                                              payments
                                                             guaranteed
 Primary   Secondary                                          10 years
Annuitant  Annuitant  Option 3(a)  Option 3(b)  Option 3(c)  Option 3(d)   Option 3(e)  Option 3(f)
- ---------------------------------------------------------------------------------------------------
    <S>        <C>       <C>          <C>          <C>          <C>           <C>          <C>
    55         50        $3.69        $4.05        $4.27        $3.69         $4.03        $3.67
    55         60         3.99        4.44          4.71        3.98           4.20         3.94

    65         60         4.38        4.97          5.32        4.38           4.93         4.29
    65         70         4.93        5.68          6.15        4.91           5.27         4.74

    75         70         5.69        6.68          7.32        5.62           6.67         5.29
    75         80         6.78        8.11          8.99        6.54           7.36         5.93
- ---------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
                First Monthly Payment Amount for Each $1,000*
    Rates for a Variable Annuity Payment with 3.5% Assumed Interest Rate
- ----------------------------------------------------------------------------------------
    Adjusted Ages
- ---------------------
                                                                payments
                                                               guaranteed
 Primary    Secondary                                           10 years
Annuitant   Annuitant  Option 3(a)   Option 3(b)  Option 3(c)  Option 3(d)   Option 3(e)
- ----------------------------------------------------------------------------------------
   <S>          <C>       <C>           <C>          <C>          <C>           <C>
   55           50        $3.97         $4.35        $4.56        $3.97         $4.31
   55           60         4.27         4.73          5.00        4.26           4.48

   65           60         4.66         5.25          5.61        4.65           5.22
   65           70         5.19         5.97          6.44        5.17           5.54

   75           70         5.95         6.96          7.61        5.87           6.95
   75           80         7.04         8.39          9.29        6.79           7.64
- ----------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
                     First Monthly Payment Amount for Each $1,000*
          Rates for a Variable Annuity Payment with 5% Assumed Interest Rate
- -----------------------------------------------------------------------------------------
    Adjusted Ages
- ----------------------
                                                                  payments
                                                                 guaranteed
 Primary    Secondary                                             10 years
Annuitant   Annuitant  Option 3(a)   Option 3(b)   Option 3(c)   Option 3(d)  Option 3(e)
- -----------------------------------------------------------------------------------------
   <S>          <C>       <C>          <C>           <C>            <C>          <C>
   55           50        $4.88        $5.26         $ 5.48         $4.88        $5.23
   55           60         5.15         5.63           5.91         5.14          5.38

   65           60         5.52         6.14           6.51         5.51          6.10
   65           70         6.04         6.84           7.34         6.00          6.41

   75           70         6.77         7.84           8.51         6.68          7.81
   75           80         7.86         9.28          10.20         7.57          8.49
- -----------------------------------------------------------------------------------------
</TABLE>

                  * Net of any applicable premium tax deduction

C-CDA(99)
<PAGE>

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




                    Aetna Life Insurance and Annuity Company

                       Home Office: 151 Farmington Avenue

                           Hartford, Connecticut 06150

                                 (800) 525-4547

                  Group Combination, Deferred Annuity Contract
                               (Nonparticipating)

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





C-CDA(99)


                                   Ex-99.B.4.8

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

Aetna Life Insurance and Annuity Company, herein called Aetna, agrees to pay the
benefits stated in the Contract.

                      Certificate of Group Annuity Coverage

To the Employee:

Aetna certifies that coverage is in force for you under the stated Group Annuity
Contract and Certificate numbers. All data shown here is taken from Aetna
records and is based upon information furnished by you.

This Certificate is a summary of the Group Annuity Contract provisions. It
replaces any and all prior certificates, riders, or amendments issued to you
under the stated contract and Certificate numbers. This Certificate is for
information only and is not a part of the Contract.

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

                                 RIGHT TO CANCEL

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

              /s/ Kirk P. Wickman                  /s/ Thomas J. McInerney
              Secretary                            President


      ALL PAYMENTS AND VALUES PROVIDED BY THE GROUP CONTRACT, WHEN BASED ON
     INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT
    GUARANTEED AS TO FIXED DOLLAR AMOUNT. THIS CERTIFICATE CONTAINS A MARKET
     VALUE ADJUSTMENT FORMULA. APPLICATION OF A MARKET VALUE ADJUSTMENT MAY
   RESULT IN EITHER AN INCREASE OR DECREASE IN THE CURRENT VALUE. THE MARKET
    VALUE ADJUSTMENT FORMULA DOES NOT APPLY TO A GUARANTEED TERM AT THE TIME
                                OF ITS MATURITY.

GTCC-IA (RP) (7/98)
<PAGE>

                                 SPECIFICATIONS

Guaranteed Interest Rate - There are guaranteed interest rates for amounts held
in the Fixed Account (See 3.05) and the GA Account (see 3.04(c)).

Surrender Fee - There will be a charge deducted for early surrender. (See 5.02.)

Deductions from the Separate Account - There will be deductions for mortality
and expense risks and administrative fees. (See 3.09.)

Deduction from Purchase Payment(s) - Purchase Payment(s) are subject to a
deduction for premium taxes, if any. (See 3.01.)



- --------------------------------------------------------------------------------
CONTRACT HOLDER                     GROUP ANNUITY CONTRACT NO.

- --------------------------------------------------------------------------------
YOUR NAME                           CERTIFICATE NO.

- --------------------------------------------------------------------------------
TYPE OF PLAN

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

                                       2
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                             I. GENERAL DEFINITIONS

                                                                          Page
<S>     <C>                                                                 <C>
1.01    Annuity..............................................................5
1.02    Fixed Annuity........................................................5
1.03    Variable Annuity.....................................................5
1.04    Plan.................................................................5
1.05    Annuitant............................................................5
1.06    Participant (You)....................................................5
1.07    Purchase Payment(s)..................................................5
1.08    General Account......................................................5
1.09    Separate Account.....................................................5
1.10    Fixed Account........................................................5
1.11    Fund(s)..............................................................5
1.12    Guaranteed Accumulation Account (GA Account).........................5
1.13    Nonunitized Separate Account.........................................5
1.14    Maturity Date........................................................5
1.15    Matured Term Value...................................................5
1.16    Valuation Period.....................................................5

<CAPTION>
                          II. GENERAL PROVISIONS

<S>     <C>                                                                 <C>
2.01    Change of Contract...................................................6
2.02    Change of Fund(s)....................................................6
2.03    Nonparticipating Contract............................................6
2.04    Payments.............................................................6
2.05    State Laws...........................................................7
2.06    Control of Contract..................................................7
2.07    Designation of Beneficiary...........................................8
2.08    Misstatements and Adjustments........................................8
2.09    Incontestability.....................................................8
2.10    Grace Period.........................................................8

<CAPTION>
      III. PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS

<S>     <C>                                                                 <C>
3.01    Net Purchase Payment(s)..............................................9
3.02    Individual Accounts..................................................9
3.03    Limitation on Contributions..........................................9
3.04    Guaranteed Accumulation Account......................................9
3.05    Guaranteed Interest Rate -Fixed Account.............................13
3.06    Experience Credits..................................................13
3.07    Maintenance Fee.....................................................13
3.08    Fund Record Units -Separate Account.................................13
3.09    Net Return Factor(s) -Separate Account..............................13
3.10    Fund Record Unit Value - Separate Account...........................14
3.11    Current Value.......................................................14
3.12    Transfer of Current Value from the Funds to GA Account..............14
3.13    Transfer of Current Value from the Fixed Account....................15
3.14    Loan Value..........................................................15

                                        3
<PAGE>

                                                                           Page
3.15    Notice to the Contract Holders......................................17
3.16    Distribution Options................................................17
3.17    Sum Payable at Death (Before Annuity Payments Start)................20
3.18    Surrender Value.....................................................21
3.19    Surrender Restrictions..............................................21
3.20    Timing of Distributions.............................................22
3.21    Payment of Surrender Value..........................................22
3.22    Reinstatement.......................................................22

<CAPTION>
                          IV. ANNUITY PROVISIONS

<S>     <C>                                                                 <C>
4.01    Choices to be Made..................................................24
4.02    Terms of Annuity Options............................................24
4.03    Death of Annuitant/Beneficiary......................................24
4.04    Fund(s) Annuity Units-Separate Account..............................25
4.05    Fund(s) Annuity Unit Value-Separate Account.........................25
4.06    Annuity Options.....................................................26

<CAPTION>
                              V. FEE SCHEDULE

<S>     <C>                                                                 <C>
5.01    Maintenance Fee.....................................................35
5.02    Surrender Fee.......................................................35
</TABLE>

                                       4
<PAGE>

      I.  GENERAL DEFINITIONS

1.01. Annuity: Payment of an income:

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

      (b) For a stated period; or

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

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

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

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

1.05. Annuitant: A person on whose life an Annuity has been effected under
      this Certificate.

1.06. Participant (You) : A person who participates in the Plan named on the
      Specifications page of this Certificate.

1.07. Purchase Payment(s): Payments made to Aetna.

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

1.09. 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.

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

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

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

1.13. Nonunitized Separate Account: An Account set up by Aetna under Title
      38, Section 38-154a, of the Connecticut General Statutes which is used
      to hold assets for GA Account Terms greater than three years. The
      Contract Holder does not participate in the investment gain or loss
      from the assets held in this Account.

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

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

1.16. Valuation Period: The period of time from the end of one business day
      on the New York Stock Exchange to the end of the next business day.

                                        5
<PAGE>

      II.  GENERAL PROVISIONS

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

      Aetna may make a change that affects the GA Account Market Value
      Adjustment (see 3.04 (g)) with at least 30 days advance written notice
      to the Contract Holder. Any such change shall become effective for any
      present or future Participant.

      Any change that affects the following provisions of the Contract will
      not apply to existing Individual Accounts:

      (a) Net Purchase Payment(s)

      (b) Guaranteed GA Account Interest Rate

      (c) Guaranteed Interest Rate - Fixed Account

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

      (e) Current Value

      (f) Surrender Value

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

      Any change that affects the Annuity Options and the tables for the
      Options cannot be made:

      (1) Until at least 12 months after the Effective Date of this Contract;
          and

      (2) Until at least 12 months after the effective date of any such prior
          change.



      If the Contract Holder does not agree to any change under this
      provision, no new certificate holders will be covered under this
      Contract. Aetna will continue to accept Purchase Payments for the
      Participants covered under the Contract before the change. The Contract
      may also be changed as required by federal or state law.

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

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

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

      Changes must be:

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

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

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

      Aetna will notify the Contract Holder of any change.

2.03. Non-Participating Contract: You, your beneficiary or the Contract
      Holder will not have a right to share in the earnings of Aetna.

2.04. Payments: Aetna will make Annuity payments as and when due. Aetna will
      make other payments within 7 days of receipt at its Home Office of a
      written

                                    6
<PAGE>

      claim for payment which is in good order, except as provided in 3.18.

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

2.06. Control of Contract: The Contract Holder may make any choices allowed
      by the Contract for the Employer Account and the Employee Account.
      Choices made under the Contract must be in writing or in a form
      satisfactory to Aetna. Until receipt of such choices in its Home
      Office, Aetna may rely on any previous choices made. The Contract
      Holder may, however, by written direction to Aetna, allow Participants
      to select the investment options of the Employer Account and/or the
      Employee Account. No distributions will be made from the Employer
      Account or the Employee Account without the Contract Holder's written
      direction to Aetna. The Contract Holder may direct Aetna to make an
      in-service transfer pursuant to IRS Revenue Ruling 90-24. Checks for
      in-service transfers will be made payable only to the acquiring
      investment provider. Participants have no rights to direct Aetna as to
      payments under the Contract unless countersigned by the Contract
      Holder.

      (a) Nontransferable and Nonassignable:

          The Contract and any Individual Accounts are nontransferable
          and nonassignable, except to Aetna in the event of a loan or
          pursuant to a "qualified domestic relations order" as set
          forth under the Retirement Equity Act of 1984 (REA). In the
          event a loan is requested, the Current Value of the Employee
          Account necessary to cover the loan amount plus interest must
          be assigned to Aetna.

      (b) ERISA/REA Requirements:

          The Contract Holder shall notify Aetna in writing of the
          applicability of Title I of the Employee Retirement Income
          Security Act of 1974 (ERISA), as amended by subsequent law
          including REA, to the Plan. Aetna shall rely on the Contract
          Holder's determination and representation of applicability.
          With respect to any distribution made from an Employee or
          Employer Account from a Contract subject to ERISA, the
          Contract Holder must certify in writing that all the
          appropriate REA requirements have been met and that the
          distribution is in accordance with the terms of the Plan.

      (c) Participant Rights/Employee Account:

          You have a nonforfeitable right to the value of your Employee
          Account pursuant to Code Section 403(b) and the terms of the
          Plan as interpreted by the Contract Holder (see 1.06).

      (d) Participant Rights/Employer Account:

          You have a nonforfeitable right to the value of your Employer
          Account pursuant to the terms of, and to the extent of your
          vested percentage under, the Plan as interpreted by the
          Contract Holder. It is the Contract Holder's responsibility to
          maintain records of your vesting percentages. Aetna will not
          maintain nor keep such records.

      You and the Contract Holder hereunder have agreed in writing to the
      above terms

                                        7
<PAGE>
      and conditions, to have the Contract Holder make all choices under the
      Contract, and to be bound by the Contract Holder's direction(s) to
      Aetna.

2.07. Designation of Beneficiary: The Contract Holder is the beneficiary of
      the Employer and Employee Account. Aetna will pay any portion of the
      Individual Account(s) Current Value to the Plan beneficiary as directed
      by the Contract Holder.

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

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

2.10. Grace Period: The Contract and this Certificate will remain in effect
      if Purchase Payments are not continued.

                                        8
<PAGE>

      III.  PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS

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

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

      (a) The Fixed Account; and

      (b) The Guaranteed Accumulation Account; and

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

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

      During any calendar year, the Contract Holder or, if allowed by the
      Plan, the Participant may tell Aetna to change the investment mix
      twelve times. Should Aetna allow additional changes, each may be
      subject to a fee of up to $10.

3.02. Individual Account(s): The Contract is issued to the Contract Holder.
      However, Individual Accounts for Plan Participants are explained below.

      Aetna will maintain two Individual Accounts for each Participant. These
      will be:

      (a) Employer Account: This Individual Account will be credited with
          employer Net Purchase Payment(s); and

      (b) Employee Account: This Individual Account will be credited with
          employee Net Purchase Payment(s), specifically employee salary
          reduction contributions.

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

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

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

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

                                       9
<PAGE>

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

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

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

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

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

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

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

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

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

          For purpose of withdrawals, Terms within the GA Account
          Short-Term and Long-Term Classifications are considered as two
          separate investment options. Amounts will be removed within a
          GA Account Classification starting with the Term still in
          effect with the oldest


                                       10
<PAGE>

          Deposit Period. Any withdrawal which is a surrender will be
          subject to the Maintenance Fee and Surrender Fee as appropriate.

          Amounts may be transferred at any time subject to Contract
          specifications (see 3.11, 3.12 or 3.13 below). Amounts
          transferred prior to the Maturity Date of a Term are subject
          to an MVA (see (g) below). Fund(s) will be removed within the
          elected Classification starting with the Term still in effect
          with the oldest Deposit Period.

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

          (1) A full or partial surrender;

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

          (3) The Sum Payable at Death provision.

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

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

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

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

                                       11
<PAGE>

          interest accrued thereon may be transferred upon such request
          without an MVA:

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

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

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

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

          (1) A transfer;

          (2) A full or partial surrender; or

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

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

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

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

          Where:  i is the Deposit Yield

                  j is the Current Yield

                  x is the number of days remaining, (computed from
                  Wednesday of the week of withdrawal) in the
                  Guaranteed Term.

          The Deposit Period Yield will be determined as follows:

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

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

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

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

          Full and partial surrenders as well as transfers made within
          six months on the date of your death 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


                                       12
<PAGE>

                   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 Section 3.02 or 3.03 with 30 days
          advance written notice to the Contract Holder. Any such change
          shall become effective for Purchase Payment(s), transfers or
          reinvestments made to any new Term.

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

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

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

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

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

3.07. Maintenance Fee: The Maintenance Fee (see 5.01) will be deducted from
      the Current Value of the Employee and Employer Account on each
      anniversary of the Individual Account effective date and upon surrender
      of the entire Individual Account unless otherwise directed by the
      Contract Holder.

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

3.09. Net Return Factor(s) - Separate Account: The Net Return Factors are
      used

                                       13
<PAGE>

      to compute all Separate Account Values and payments for any Fund.

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

      The Net Return Rate is equal to:

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

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

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

      (d) The total value of the Fund Record Units and Fund Annuity Units of
          the Separate Account (see 3.10 and 4.06) at the start of the
          Valuation Period; minus

      (e) A daily actuarial charge at an annual rate of 1.25% for Annuity
          mortality and expense risks and profit and a daily administrative
          charge which will not exceed 0.25% on an annual basis. The
          administrative charge may be changed annually except for amounts
          which have been used to purchase an Annuity.

      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.

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

3.11. Current Value: The Current Value is equal to:

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

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

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

      (d) Any amount due to Experience Credits; less

      (e) Any Maintenance Fee(s) due.

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

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

      (a) Any other Fund;

      (b) The Fixed Account; or

      (c) The GA Account's 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.

      Amounts applied to Classifications of the GA Account may not be
      transferred to the

                                       14
<PAGE>

      Fund(s) during the Deposit Period or for 90 days after the close of the
      Deposit Period.

      Transfers from the GA Account are subject to the Withdrawal and Market
      Value Adjustment provisions. (See 3.04 (e) and (g).)

      For each Individual Account, 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.

3.13. Transfer of Current Value from the Fixed Account: Before an Annuity
      Option is elected, 10% of the Current Value held in the Fixed Account
      may be transferred to any Fund(s). Such transfer will be:

      (a) Without charge; and

      (b) Allowed once per calendar year.

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

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

3.14. Loan Value: During the accumulation period, the Contract Holder may
      request a loan on your behalf from the Employee Account by submitting a
      loan request form to Aetna's Home Office. If there is more than one
      Employee Account, a separate loan request form is required for each
      Employee Account. If a Contract is subject to ERISA, the Contract
      Holder must provide written certification to Aetna that the REA
      requirements have been satisfied before the loan will be made. A loan
      will not be allowed within 12 months from the date of any prior loan.
      The Loan Effective Date will be the date the Home Office receives the
      loan request form and, if required, certification of REA compliance, in
      good order. All loans are subject to the following conditions:

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

          (1) 50% of the Employee Account Current Value reduced by any
              outstanding loan balance(s) on the date on which the loan is
              made; or

          (2) $50,000, reduced by the highest outstanding balance(s) of
              loans, during the preceding 12 months ending on the day before
              the current loan is made.

      (b) The values in the Fund(s), Fixed Account and GA Account are
          included in determining the Employee Account Current Value for
          purposes of paragraph (a). However, only amounts held in the
          Fund(s) and Fixed Account are available for making the actual
          loan from the Employee Account. If a Contract Holder intends
          to request a loan in excess of the Current Value of the
          Fund(s) and the Fixed Account in the Employee Account, the
          excess amount must first be transferred from the GA Account to
          any other Fund(s) or to the Fixed Account. Amounts transferred
          from the GA Account will be subject to the GA Account
          withdrawal and Market Value Adjustment (MVA) provisions (see
          3.04 (e) and (g)). Aetna reserves the right to restrict or
          limit the amount that may be loaned from any investment option
          at any time.

                                       15
<PAGE>

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

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

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

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

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

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

      (h) Prepayment of the entire loan balance will be allowed. At the
          time of prepayment, Aetna will bill you for any accrued Loan
          Interest, which will

                                       16
<PAGE>

          be applied in accordance with (d). Aetna will consider the
          loan paid when this amount is received.

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

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

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

      (a) The value of any amounts held in:

          (1) The Fixed Account;

          (2) The GA Account;

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

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

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

      (d) The Surrender Values of these amounts.

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

3.16. Distribution Options: The following distribution options may be elected
      by the Contract Holder on your behalf.

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

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

              a. Payments will commence no earlier than the year in
                 which the Participant attains age 70-1/2 , and will
                 be calculated on the full Current Value of the
                 Individual Account(s), except as provided in "b".

              b. If Aetna maintains separate records of the value
                 of the account as of December 31, 1986, (see below),
                 payments made on or after the year in which you
                 attain age 70-1/2 and before the year in which you
                 attain age 75 will only be calculated on amounts
                 contributed after December 31, 1986, plus all
                 interest credited on all amounts after that date. The
                 method under this rule is elected by the Contract
                 Holder and will no longer be effective if the
                 Contract Holder submits a withdrawal request in
                 addition to a scheduled ECO payment from the
                 Individual Account(s), at which time ECO payments
                 will then be determined under "a".

                 Aetna will maintain separate records if the Contract
                 Holder has not requested any withdrawals from your
                 Individual

                                       17
<PAGE>

                 Account(s) since December 31, 1986. If you  attained
                 age 70-1/2 prior to 1988 or you participate in a
                 governmental or church plan, you must be retired in
                 order to qualify under "b".

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

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

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

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

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

          (5) Elections and Revocation: ECO may be elected by the
              Contract Holder, on your behalf, by submitting a
              completed and signed election form to Aetna's Home
              Office. If the Contract Holder has notified Aetna
              that the Plan is subject to Title I of the Employee
              Retirement Income Security Act of 1974 as amended,
              the Contract Holder must also certify in writing that
              all the appropriate REA requirements have been met
              and that the distribution is in accordance with the
              terms of the Plan.

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

                                       18
<PAGE>

              once under the provisions of this Certificate.

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

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

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

              (a) Specified Amount: Payments of a designated dollar
                  amount which must be no greater than 10% of the
                  initial Current Value and shall remain constant
                  unless a higher amount is required under Code minimum
                  distribution rules. Each year that the Specified
                  Amount is in effect, Aetna will calculate the minimum
                  required distribution under the Code and distribute
                  this amount if it is larger than the amount elected
                  by the Contract Holder. The life expectancy factor
                  for this purpose will be your life expectancy at the
                  time of the election of this option, and with each
                  subsequent calendar year the factor will be reduced
                  by one. The minimum required distribution will be
                  determined by dividing the Individual Account Current
                  Value, including any current loan(s) outstanding, as
                  of December 31 of the year prior to the year for
                  which the payment is to be made, by a life expectancy
                  factor. At its discretion, Aetna may require a
                  minimum initial payment amount; or

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

              The life expectancy factor is either the single life or joint
              life expectancy, as elected by the Contract Holder, based on
              tables in Section 401(a)(9) of the Code or related
              regulations. If the joint life expectancy is elected, upon
              your or your spouse's death, the minimum required distribution
              for the Specified Amount payment method will continue to be
              calculated in the same manner as described in (b)(1). Payments
              upon your death will

                                       19
<PAGE>

              continue in the manner described above, unless the Contract Holder
              on behalf of the spouse elects an alternate payment mode. Any mode
              elected must provide payments to be made at least as rapidly as
              those made prior to your death.

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

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

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

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

          (5) Elections and Revocations: SWO may be elected by the
              Contract Holder by submitting a completed and signed
              election form to Aetna's Home Office. If the Contract
              Holder has notified Aetna that the TDA Plan is
              subject to Title I of the Employee Retirement Income
              Security Act of 1974 as amended, the Contract Holder
              must also certify in writing that all the appropriate
              REA requirements have been met and that the
              distribution is in accordance with the terms of the
              Plan.

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

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

3.17  Sum Payable at Death (Before Annuity Payments Start): The Employee
      Account Current Value payable under the terms of this section will be
      reduced by the amount of the accrued interest on any outstanding loan.
      Aetna will pay any portion of the Individual Account(s) Current Value
      to the individual and in the manner directed in writing by the Contract
      Holder when:

      (a) You die before Annuity payments start; and

                                       20
<PAGE>

      (b) 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. The Contract Holder 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 have the Current
      Value paid in a lump sum.

      If the payee of the death proceeds is your surviving spouse (as your
      designated beneficiary under the Plan), the first Annuity payment or
      the lump sum payment may be deferred to a date not later than when you
      would have attained age 70-1/2 or such later date as may be allowed
      under federal law or regulations. If the payee is not the surviving
      spouse, all of the Current Value must either be applied to an Annuity
      Option within one year of your death or be paid to the payee within 5
      years of your death (See Part IV).

3.18  Surrender Value: After deduction of the Maintenance Fee (if any), the
      amount payable by Aetna upon the surrender of any portion of an
      Individual Account shall be reduced by a Surrender Fee. The Surrender
      Fee will be in accordance with the Surrender Fee table in 5.02.

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

      For a partial or full surrender from any Individual Account, Aetna must
      receive written direction from the Contract Holder on a form acceptable
      to Aetna. If the Contract is subject to ERISA, this direction must
      include certification that all of the REA requirements have been
      satisfied. Aetna may defer payment of the surrender value until
      appropriate Contract Holder certification is received.

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

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

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

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

      (a) You have reached age 59-1/2;

      (b) You have separated from service;

      (c) You have died;

      (d) You have become disabled, within the meaning of Code Section
          72(m)(7); or

      (e) The withdrawal is otherwise allowed by federal law, regulations or
          rulings.

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

                                       21
<PAGE>

      The Contract Holder must certify that one of these conditions has been
      met before a surrender request will be considered to be in good order.
      The Contract Holder must notify Aetna in writing when a lump sum
      payment is to be made or Annuity payments are to commence.

      If, pursuant to Revenue Ruling 90-24, amounts are transferred to this
      Contract from a Code Section 403(b)(7) custodial account, the December
      31, 1988 value from such transferred amount may be distributed upon the
      Contract Holder's request. The Contract Holder must certify that one of
      the conditions mentioned above has been met or that you have incurred a
      hardship. The remaining transferred value from the Employee Account
      will be considered a Restricted Amount subject to the Surrender
      Restrictions of this subsection.

3.20  Timing of Distributions: The distribution of benefits accrued after
      December 31, 1986, must be made in a lump sum or must begin not later
      than the April 1 of the calendar year following the calendar year in
      which you attain age 70-1/2. However, if you attained age 70-1/2 before
      January 1, 1988, the distribution of such benefits must be made or must
      begin not later than the April 1 of the calendar year following the
      calendar year in which you retire.

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

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

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

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

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

      (b) As provided by federal law.

      Aetna may pay any Fixed Account Surrender Value with interest in equal
      payments over a period not to exceed 60 months when the amount held in
      the Fixed Account under this Contract exceeds $250,000. This will apply
      only if the sum of the amounts surrendered within the past 12 months
      exceeds 20% of such Fixed Account amount.

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

3.22. Reinstatement: All or a portion of the proceeds of a full surrender of
      this Certificate may be reinvested within 30 days after the surrender
      if allowed by law. Any Maintenance Fee and Surrender Fee charged at the
      time of surrender on the amount being reinvested will be included in
      the reinstatement. Any Market Value Adjustment deducted from GA Account
      surrenders will not be included in the reinstatement. Amounts will be
      reinstated among the Fixed Account, GA Account,

                                       22
<PAGE>

      and the Fund(s) in the same proportion as they were at the time of
      surrender. Any amounts reinstated to the GA Account will be credited to
      the current Deposit Period. The number of Record Units reinstated will be
      based on the Record Unit Value(s) next computed after receipt at Aetna's
      Home Office of the reinstatement request and the amount to be reinvested.

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

      Reinstatement is permitted only once.

                                       23
<PAGE>

         IV.  ANNUITY PROVISIONS

4.01. Choices to be Made: The Contract Holder may elect an Annuity Option on
      your behalf by telling Aetna to pay all or any portion of the Current
      Value (minus any premium tax) as a premium for an Annuity under Option 2,
      3, or 4 (see 4.07). The present value of the expected payments to the
      Annuitant when payments start shall be determined in accordance with the
      tables under Code Section 401(a)(9) regulations in order to comply with
      the incidental death benefit test. This restriction does not apply if
      Option 4(e) is chosen and the second Annuitant is the spouse of the
      Annuitant.

      Generally, the first Annuity payment must be made no later than the April
      1 of the calendar year following the year in which you turn age 70-1/2 or
      such later date as may be allowed under federal law or regulations (see
      3.20). For distributions taken in a lump sum, see Surrender Value (3.17).

      For any election of an Annuity Option, the Contract Holder must provide
      certification that the REA requirements, as applicable, and Code Section
      403(b)(11) withdrawal restrictions have been satisfied.

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

      (a) A Fixed Annuity using the General Account;

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

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

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

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

      With the exception of Option 2 on a variable basis, once elected, an
      Annuity Option may not be revoked.

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

      (a) The life of the Annuitant;

      (b) The lives of the Annuitant and the Plan beneficiary;

      (c) A period certain greater than the Annuitant's life expectancy
          according to regulations under Code Section 401(a)(9), determined as
          of the date payments are to commence; or

      (d) A period certain greater than the life expectancies of the Annuitant
          and the Plan beneficiary according to regulations under Code Section
          401(a)(9) determined as of the date payments are to begin.

4.03. Death of Annuitant: When an Annuitant dies under Options 2, and 3, the
      present value of any remaining guaranteed payments will be paid in one sum
      to the Plan beneficiary as directed in writing by the Contract Holder, or
      upon election by the Annuitant's Plan beneficiary, any remaining payments
      will continue to the Plan beneficiary. If no Plan beneficiary exists, the
      present value of any remaining

                                       24
<PAGE>

      guaranteed payments will be paid in one lump sum to the Contract Holder.

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

      (a) The life of the payee determined as of the date payments are to
          commence; or

      (b) Any certain period greater than the payee's life expectancy as
          determined by regulations under Code Section 401(a)(9) as of the
          date payments are to begin.

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

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

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

      (b) 1,000; multiplied by

      (c) The payment rate for the Option chosen.

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

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

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

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

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

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

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

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

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

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

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

                                       25
<PAGE>

4.06. Annuity Options:

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

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

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

      If the Plan beneficiary is your surviving spouse, the lump-sum payment may
      be deferred to a date no later than when the Participant would have
      attained age 70-1/2.

      If the Plan beneficiary is not a spouse, the Contract Holder must tell
      Aetna to pay the full sum within 5 years after the death of the
      Participant.

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

      If payments for this Option are made under a Variable Annuity, the present
      value of any remaining payments may be withdrawn at any time. If a
      withdrawal is requested within 3 years after the start of payments, it
      will be treated as a surrender (see 3.17).

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

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

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

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

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

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

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

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

                                       26
<PAGE>

                                    OPTION 2
                      PAYMENTS FOR A STATED PERIOD OF TIME

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

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

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

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


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

                                       27
<PAGE>

                                    OPTION 3
                                   LIFE INCOME

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

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

                Payments Guaranteed for a Stated Period of Months
<TABLE>
<CAPTION>
        Age of
      Annuitant        None           60           120           180          240
      ---------        ----           --           ---           ---          ---
          <S>         <C>           <C>           <C>           <C>          <C>
          50          $4.34         $4.34         $4.31         $4.27        $4.22
          51           4.41          4.40          4.38          4.33         4.27
          52           4.48          4.47          4.45          4.40         4.32
          53           4.56          4.55          4.52          4.46         4.38
          54           4.64          4.63          4.59          4.53         4.44

          55           4.72          4.71          4.67          4.60         4.50
          56           4.81          4.80          4.75          4.67         5.46
          57           4.91          4.89          4.84          4.75         4.62
          58           5.01          4.99          4.93          4.83         4.69
          59           5.12          5.10          5.03          4.92         4.75

          60           5.23          5.21          5.13          5.00         4.82
          61           5.36          5.33          5.24          5.09         4.88
          62           5.49          5.45          5.35          5.19         4.95
          63           5.63          5.59          5.47          5.28         5.02
          64           5.78          5.73          5.60          5.38         5.08

          65           5.94          5.89          5.73          5.48         5.15
          66           6.11          6.05          5.87          5.58         5.21
          67           6.29          6.22          6.02          5.69         5.27
          68           6.49          6.41          6.17          5.79         5.33
          69           6.70          6.60          6.33          5.90         5.38

          70           6.92          6.81          6.49          6.00         5.43
          71           7.17          7.04          6.66          6.10         5.48
          72           7.43          7.27          6.84          6.20         5.52
          73           7.71          7.53          7.02          6.30         5.55
          74           8.02          7.80          7.20          6.39         5.59

          75           8.35          8.08          7.38          6.48         5.62
</TABLE>

    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.

                                       28
<PAGE>

                                    OPTION 3
                                   LIFE INCOME

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

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

                Payments Guaranteed for a Stated Period of Months
<TABLE>
<CAPTION>
        Age of
      Annuitant        None           60           120          180          240
      ---------        ----           --           ---          ---          ---
          <S>         <C>           <C>           <C>          <C>          <C>
          50          $5.26         $5.25         $5.22        $5.17        $5.11
          51           5.33          5.32          5.28         5.23         5.15
          52           5.40          5.38          5.34         5.29         5.20
          53           5.47          5.45          5.41         5.35         5.26
          54           5.54          5.53          5.48         5.41         5.31

          55           5.63          5.61          5.56         5.47         5.36
          56           5.71          5.69          5.63         5.54         5.42
          57           5.80          5.78          5.72         5.61         5.47
          58           5.90          5.88          5.81         5.69         5.53
          59           6.01          5.98          5.90         5.77         5.59

          60           6.12          6.09          6.00         5.85         5.65
          61           6.24          6.21          6.10         5.93         5.71
          62           6.37          6.33          6.21         6.02         5.77
          63           6.51          6.46          6.33         6.11         5.83
          64           6.66          6.60          6.45         6.20         5.89

          65           6.82          6.75          6.57         6.30         5.95
          66           6.99          6.91          6.71         6.39         6.01
          67           7.17          7.08          6.85         6.49         6.06
          68           7.36          7.27          6.99         6.59         6.12
          69           7.57          7.46          7.15         6.69         6.17

          70           7.80          7.67          7.30         6.78         6.21
          71           8.05          7.89          7.47         6.88         6.25
          72           8.31          8.13          7.64         6.97         6.29
          73           8.59          8.38          7.81         7.06         6.33
          74           8.90          8.64          7.99         7.15         6.36

          75           9.23          8.93          8.16         7.23         6.38
</TABLE>

    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.

                                       29
<PAGE>

                                    OPTION 4
                           LIFE INCOME FOR TWO PAYEES

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

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

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

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


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

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

                                       30
<PAGE>

                                    OPTION 4
                           LIFE INCOME FOR TWO PAYEES

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

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

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


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

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

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

                                       31
<PAGE>

                                    OPTION 4
                           LIFE INCOME FOR TWO PAYEES

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

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

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


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


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

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

                                       32
<PAGE>

                                    OPTION 4
                           LIFE INCOME FOR TWO PAYEES

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

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

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


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


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

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

                                       33
<PAGE>

                                    OPTION 4
                           LIFE INCOME FOR TWO PAYEES

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

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

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


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


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

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


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

                                       34
<PAGE>

                                 V. FEE SCHEDULE
                            TAX DEFERRED ANNUITY PLAN
                                 RETIREMENT PLUS


5.01. Maintenance Fee: The Maintenance Fee will be $15 per Individual Account.
      However, for a Separate Individual Account maintained pursuant to a
      lump-sum payment, the Maintenance Fee will be $0.

5.02. Surrender Fee:

      For each surrender from an Individual Account, the Surrender Fee will vary
      according to the number of Purchase Payment Cycles completed for the
      Individual Account being surrendered. The number and amount of Purchase
      Payments to be made in a year is chosen by the Participant. A Purchase
      Payment Cycle is completed when this number and amount of Purchase
      Payments have been made. The number of Purchase Payment Cycles completed
      may not be greater than the number of whole years since the Individual
      Account was established. For each surrender, the Fee will be as follows:

<TABLE>
<CAPTION>
      Number of Purchase Payment Cycles Completed                Surrender Fee
              <S>                                                    <C>
              Less than 5                                            5%
              5 or more but less than 7                              4%
              7 or more but less than 9                              3%
              9 or 10                                                2%
              More than 10                                           0%
</TABLE>

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

<TABLE>
<CAPTION>
      If Period of Time is                                       Surrender Fee
          <S>                                                        <C>
          Less than 5 years                                          5%
          From 5 to 6 years                                          4%
          From 6 to 7 years                                          3%
          From 7 to 8 years                                          2%
          From 8 to 9 years                                          1%
          9 or more years                                            0%
</TABLE>

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

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

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

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

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

GTRP-IA                                35
<PAGE>

      (e) When the Individual Account Current Value is $2,500 or less and no
          surrenders have been taken from the Individual Account within the
          prior 12 months. If there is more than one Individual Account under
          the Contract for a Participant, then this provision will only apply
          when the total in all of the Participant's Individual Accounts is
          $2,500 or less;

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

      (g) To relieve a Participant's "financial hardship," as may be allowed
          for annuity contracts under Section 403(b) of the Internal Revenue
          Code or other appropriate Internal Revenue Service sources; or

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

                                       36
<PAGE>

                                 V. FEE SCHEDULE
                            TAX DEFERRED ANNUITY PLAN
                                 RETIREMENT PLUS


5.01. Maintenance Fee: The Maintenance Fee will be $12.50 per Individual
      Account. However, for a Separate Individual Account maintained pursuant to
      a lump-sum payment, the Maintenance Fee will be $0.

5.02. Surrender Fee:

      For each surrender from an Individual Account, the Surrender Fee will vary
      according to the number of Purchase Payment Cycles completed for the
      Individual Account being surrendered. The number and amount of Purchase
      Payments to be made in a year is chosen by the Participant. A Purchase
      Payment Cycle is completed when this number and amount of Purchase
      Payments have been made. The number of Purchase Payment Cycles completed
      may not be greater than the number of whole years since the Individual
      Account was established. For each surrender, the Fee will be as follows:

<TABLE>
<CAPTION>
      Number of Purchase Payment Cycles Completed                Surrender Fee
          <S>                                                        <C>
          Less than 5                                                5%
          5 or more but less than 7                                  4%
          7 or more but less than 9                                  3%
          9 or 10                                                    2%
          More than 10                                               0%
</TABLE>

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

<TABLE>
<CAPTION>
      If Period of Time is                                       Surrender Fee
          <S>                                                        <C>
          Less than 5 years                                          5%
          From 5 to 6 years                                          4%
          From 6 to 7 years                                          3%
          From 7 to 8 years                                          2%
          From 8 to 9 years                                          1%
          9 or more years                                            0%
</TABLE>

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

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

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

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

GTRPA-IA                               35
<PAGE>

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

      (e) When the Individual Account Current Value is $2,500 or less and no
          surrenders have been taken from the Individual Account within the
          prior 12 months. If there is more than one Individual Account under
          the Contract for a Participant, then this provision will only apply
          when the total in all of the Participant's Individual Accounts is
          $2,500 or less;

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

      (g) To relieve a Participant's "financial hardship," as may be allowed
          for annuity contracts under Section 403(b) of the Internal Revenue
          Code or other appropriate Internal Revenue Service sources; or

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

                                       36
<PAGE>

                               V. FEE SCHEDULE
                            TAX DEFERRED ANNUITY PLAN
                                 RETIREMENT PLUS


5.01. Maintenance Fee: The Maintenance Fee will be $10 per Individual Account.
      However, for a Separate Individual Account maintained pursuant to a
      lump-sum payment, the Maintenance Fee will be $0.

5.02. Surrender Fee:

      For each surrender from an Individual Account, the Surrender Fee will vary
      according to the number of Purchase Payment Cycles completed for the
      Individual Account being surrendered. The number and amount of Purchase
      Payments to be made in a year is chosen by the Participant. A Purchase
      Payment Cycle is completed when this number and amount of Purchase
      Payments have been made. The number of Purchase Payment Cycles completed
      may not be greater than the number of whole years since the Individual
      Account was established. For each surrender, the Fee will be as follows:

<TABLE>
<CAPTION>
      Number of Purchase Payment Cycles Completed                Surrender Fee
          <S>                                                        <C>

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

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

<TABLE>
<CAPTION>
      If Period of Time is                                       Surrender Fee
          <S>                                                        <C>
          Less than 5 years                                          5%
          From 5 to 6 years                                          4%
          From 6 to 7 years                                          3%
          From 7 to 8 years                                          2%
          From 8 to 9 years                                          1%
          9 or more years                                            0%
</TABLE>

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

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

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

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

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

GTRPB-IA                               35
<PAGE>

      (e) When the Individual Account Current Value is $2,500 or less and no
          surrenders have been taken from the Individual Account within the
          prior 12 months. If there is more than one Individual Account under
          the Contract for a Participant, then this provision will only apply
          when the total in all of the Participant's Individual Accounts is
          $2,500 or less;

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

      (g) To relieve a Participant's "financial hardship," as may be allowed
          for annuity contracts under Section 403(b) of the Internal Revenue
          Code or other appropriate Internal Revenue Service sources; or

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

                                       36
<PAGE>

                                 V. FEE SCHEDULE
                            TAX DEFERRED ANNUITY PLAN
                                 RETIREMENT PLUS

5.01. Maintenance Fee: The Maintenance Fee will be $7.50 per Individual Account.
      However, for a Separate Individual Account maintained pursuant to a
      lump-sum payment, the Maintenance Fee will be $0.

5.02. Surrender Fee:

      For each surrender from an Individual Account, the Surrender Fee will vary
      according to the number of Purchase Payment Cycles completed for the
      Individual Account being surrendered. The number and amount of Purchase
      Payments to be made in a year is chosen by the Participant. A Purchase
      Payment Cycle is completed when this number and amount of Purchase
      Payments have been made. The number of Purchase Payment Cycles completed
      may not be greater than the number of whole years since the Individual
      Account was established. For each surrender, the Fee will be as follows:

<TABLE>
<CAPTION>
      Number of Purchase Payment Cycles Completed                Surrender Fee
          <S>                                                        <C>
          Less than 5                                                5%
          5 or more but less than 7                                  4%
          7 or more but less than 9                                  3%
          9 or 10                                                    2%
          More than 10                                               0%
</TABLE>

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

<TABLE>
<CAPTION>
      If Period of Time is                                       Surrender Fee
          <S>                                                        <C>
          Less than 5 years                                          5%
          From 5 to 6 years                                          4%
          From 6 to 7 years                                          3%
          From 7 to 8 years                                          2%
          From 8 to 9 years                                          1%
          9 or more years                                            0%
</TABLE>

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

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

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

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

GTRPC-IA                               35
<PAGE>

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

      (e) When the individual Account Current Value is $2,500 or less and no
          surrenders have been taken from the Individual Account within the
          prior 12 months. If there is more than one Individual Account under
          the Contract for a Participant, then this provision will only apply
          when the total in all of the Participant's Individual Accounts is
          $2,500 or less;

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

      (g) To relieve a Participant's "financial hardship," as may be allowed
          for annuity contracts under Section 403(b) of the Internal Revenue
          Code or other appropriate Internal Revenue Service sources; or

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

                                       36
<PAGE>

                                 V. FEE SCHEDULE
                            TAX DEFERRED ANNUITY PLAN
                                 RETIREMENT PLUS


5.01. Maintenance Fee: The Maintenance Fee will be $5 per Individual Account.
      However, for a Separate Individual Account maintained pursuant to a
      lump-sum payment, the Maintenance Fee will be $0.

5.02. Surrender Fee:

      For each surrender from an Individual Account, the Surrender Fee will vary
      according to the number of Purchase Payment Cycles completed for the
      Individual Account being surrendered. The number and amount of Purchase
      Payments to be made in a year is chosen by the Participant. A Purchase
      Payment Cycle is completed when this number and amount of Purchase
      Payments have been made. The number of Purchase Payment Cycles completed
      may not be greater than the number of whole years since the Individual
      Account was established. For each surrender, the Fee will be as follows:

<TABLE>
<CAPTION>
      Number of Purchase Payment Cycles Completed                Surrender Fee
          <S>                                                        <C>
          Less than 5                                                5%
          5 or more but less than 7                                  4%
          7 or more but less than 9                                  3%
          9 or 10                                                    2%
          More than 10                                               0%
</TABLE>

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

<TABLE>
<CAPTION>
      If Period of Time is                                       Surrender Fee
          <S>                                                        <C>
          Less than 5 years                                          5%
          From 5 to 6 years                                          4%
          From 6 to 7 years                                          3%
          From 7 to 8 years                                          2%
          From 8 to 9 years                                          1%
          9 or more years                                            0%
</TABLE>

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

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

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

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

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

GTRPD-IA                               35
<PAGE>

      (e) When the Individual Account Current Value is $2,500 or less and no
          surrenders have been taken from the Individual Account within the
          prior 12 months. If there is more than one Individual Account under
          the Contract for a Participant, then this provision will only apply
          when the total in all of the Participant's Individual Accounts is
          $2,500 or less;

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

      (g) To relieve a Participant's "financial hardship," as may be allowed
          for annuity contracts under Section 403(b) of the Internal Revenue
          Code or other appropriate Internal Revenue Service sources; or

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

                                       36
<PAGE>

                                 V. FEE SCHEDULE
                            TAX DEFERRED ANNUITY PLAN
                                 RETIREMENT PLUS


5.01. Maintenance Fee: The Maintenance Fee will be $2.50 per Individual Account.
      However, for a Separate Individual Account maintained pursuant to a
      lump-sum payment, the Maintenance Fee will be $0.

5.02. Surrender Fee:

      For each surrender from an Individual Account, the Surrender Fee will vary
      according to the number of Purchase Payment Cycles completed for the
      Individual Account being surrendered. The number and amount of Purchase
      Payments to be made in a year is chosen by the Participant. A Purchase
      Payment Cycle is completed when this number and amount of Purchase
      Payments have been made. The number of Purchase Payment Cycles completed
      may not be greater than the number of whole years since the Individual
      Account was established. For each surrender, the Fee will be as follows:

<TABLE>
<CAPTION>
      Number of Purchase Payment Cycles Completed                Surrender Fee
          <S>                                                        <C>
          Less than 5                                                5%
          5 or more but less than 7                                  4%
          7 or more but less than 9                                  3%
          9 or 10                                                    2%
          More than 10                                               0%
</TABLE>

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

<TABLE>
<CAPTION>
      If Period of Time is                                       Surrender Fee
          <S>                                                        <C>
          Less than 5 years                                          5%
          From 5 to 6 years                                          4%
          From 6 to 7 years                                          3%
          From 7 to 8 years                                          2%
          From 8 to 9 years                                          1%
          9 or more years                                            0%
</TABLE>

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

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

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

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

GTRPE-IA                               35
<PAGE>

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

      (e) When the Individual Account Current Value is $2,500 or less and no
          surrenders have been taken from the Individual Account within the
          prior 12 months. If there is more than one Individual Account under
          the Contract for a Participant, then this provision will only apply
          when the total in all of the Participant's Individual Accounts is
          $2,500 or less;

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

      (g) To relieve a Participant's "financial hardship," as may be allowed
          for annuity contracts under Section 403(b) of the Internal Revenue
          Code or other appropriate Internal Revenue Service sources; or

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

                                       36
<PAGE>

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



                      CERTIFICATE OF GROUP ANNUITY COVERAGE
   ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON INVESTMENT
  EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
    FIXED DOLLAR AMOUNT. THIS CERTIFICATE CONTAINS A MARKET VALUE ADJUSTMENT
   FORMULA. APPLICATION OF A MARKET VALUE ADJUSTMENT MAY RESULT IN EITHER AN
     INCREASE OR DECREASE IN THE CURRENT VALUE. THE MARKET VALUE ADJUSTMENT
    FORMULA DOES NOT APPLY TO A GUARANTEED TERM AT THE TIME OF ITS MATURITY.

GTCC-IA(RP) (7/98)
================================================================================


                                  Ex.-99.B.4.13

                    Aetna Life Insurance and Annuity Company

                        Home Office: 151 FARMINGTON AVE.
                           HARTFORD, CONNECTICUT 06156
                                 (203) 273-0123

                              Herein called Aetna.

                      Certificate of Group Annuity Coverage

To the Employee:

Aetna certifies that coverage is in force for you under the stated Group Annuity
Contract and Certificate numbers. All data shown here are taken from Aetna
records and are based upon information furnished by you.

This Certificate is a summary of the Group Annuity Contract provisions. It
replaces any and all prior certificates, riders or amendments issued to you
under the stated Contract and Certificate numbers. This Certificate is for
information only and is not a part of the Contract.

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

                                 RIGHT TO CANCEL

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

                              /s/ William O. Bailey
                                    President



             ALL PAYMENTS AND VALUES PROVIDED BY THE GROUP CONTRACT,
           WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT,

GTCC-HD
<PAGE>
         ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.


                                 SPECIFICATIONS

Guaranteed Interest Rate - There are guaranteed interest rates for amounts held
in the General Account. (See 1.03 and 1.07.)

Surrender Fee - There will be a charge deducted for early surrender. (See 3.11.)

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

Deduction from Purchase Payment(s) - Purchase Payment(s) are subject to a
deduction for premium taxes, if any. (See 3.01.)



- --------------------------------------------------------------------------------
CONTRACT HOLDER                     GROUP ANNUITY CONTRACT NO.

- --------------------------------------------------------------------------------
YOUR NAME                           CERTIFICATE NO.

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

GTCC-HD                                2
<PAGE>

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                             I. GENERAL DEFINITIONS
                                                                          Page
<S>     <C>                                                                 <C>
1.01    Annuitant............................................................5
1.02    Annuity..............................................................5
1.03    Fixed Account........................................................5
1.04    Fixed Annuity........................................................5
1.05    Fund(s)..............................................................5
1.06    General Account......................................................5
1.07    Guaranteed Accumulation Account......................................5
1.08    Plan.................................................................5
1.09    Purchase Payments....................................................5
1.10    Separate Accounts....................................................5
1.11    Valuation Period.....................................................5
1.12    Variable Annuity.....................................................5


<CAPTION>
                          II. GENERAL PROVISIONS

<S>     <C>                                                                 <C>
2.01    Change of Contract...................................................6
2.02    Non-Participating Contract...........................................6
2.03    Payments.............................................................6
2.04    Control of Contract..................................................6
2.05    Designation of Beneficiary...........................................6
2.06    Misstatements and Adjustments........................................6
2.07    Incontestability.....................................................6
2.08    Grace Period.........................................................6


<CAPTION>
      III. PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS

<S>     <C>                                                                 <C>
3.01    NetPurchase Payment(s)...............................................7
3.02    Individual Account...................................................7
3.03    Maintenance Fee......................................................7
3.04    Fund(s) Record Units - Separate Account..............................7
3.05    Fund(s) Record Unit Value - Separate Account.........................7
3.06    Current Value........................................................7
3.07    Transfer of Current Value from the Funds or GA Account...............7
3.08    Transfer of Current Value from the Fixed Account.....................8
3.09    Notice to You........................................................8
3.10    Sum Payable at Death (Before Annuity Payments Start).................8
3.11    Surrender Value......................................................8
3.12    Payment of Surrender Value...........................................8
3.13    Reinstatement........................................................9


<CAPTION>
                          IV. ANNUITY PROVISIONS

<S>     <C>                                                                 <C>
4.01    Choices to be Made..................................................10
4.02    Terms of Annuity Options............................................10
4.03    Variable Annuity Payments...........................................10
4.04    Annuity Options.....................................................10

                                        3
<PAGE>

                                                                           Page
                              V. FEE SCHEDULE

5.01    Maintenance Fee.....................................................12
5.02    Surrender Fee.......................................................12
</TABLE>

                                        4
<PAGE>

      I. GENERAL DEFINITIONS

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

1.02. Annuity - Payment of an income:

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

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

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

1.03. Fixed Account - An accumulation option with a guaranteed minimum interest
      rate of 4%. Aetna may credit a higher rate which is not guaranteed.

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

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

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

1.07. Guaranteed Accumulation Account (GA Account) - A part of the General
      Account that guarantees Purchase Payment(s) and certain interest rates
      (never less than 4%). Amounts withdrawn before the end of the Guaranteed
      Term may be subject to a Market Value Adjustment.

1.08. Plan - The Plan named on the Specifications page of the Contract. The term
      includes all written documents describing the Plan. The Plan is not a part
      of the Contract. Aetna is not bound by the terms of the Plan.

1.09. Purchase Payments - Payments made to Aetna.

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

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

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

                                        5
<PAGE>

      II. GENERAL PROVISIONS

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

2.02. Non-Participating Contract: You, your beneficiary or the Contract Holder
      will not have a right to share in the earnings of Aetna.

2.03. Payments: Aetna will make Annuity payments as and when due. Aetna will
      make other payments within 7 days of receipt at its Home Office of a
      written claim for payment which is in good order, except as provided in
      3.12.

2.04. Control of Contract:You own all amounts held in your Individual Account.
      You may make any choices allowed by the Contract for your Individual
      Account. Choices made under the Contract must be in writing. Until receipt
      of such choices in the Home Office of Aetna, Aetna may rely on any
      previous choices made. The Contract, this Certificate and your Individual
      Account shall not be subject to the claims of any creditors. The Contract,
      this Certificate and your Individual Account are non-assignable and
      non-transferable.

2.05. Designation of Beneficiary: Your beneficiary shall be as named by you and
      may be changed at any time.

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

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

2.08. Grace Period: The Contract and this Certificate will remain in effect even
      if Purchase Payments are not continued.

                                        6
<PAGE>

      III. PURCHASE PAYMENT, CURRENT VALUE AND SURRENDER PROVISIONS

3.01. Net Purchase Payment(s): The actual Purchase Payment less any state
      premium tax.

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

      (a) the Fixed Account;

      (b) the Guaranteed Accumulation Account;

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

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

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

3.02. Individual Account: Aetna will maintain an Individual Account for you.

3.03. Maintenance Fee: The Maintenance Fee (see 5.01) will be deducted from the
      Current Value on each anniversary of your Individual Account effective
      date and upon surrender of your entire Individual Account.

3.04. Fund(s) Record Units - Separate Account: The portion of the Net Purchase
      Payment(s) applied to the Separate Account will determine the number of
      Fund(s) Record Units. This number is equal to the Net Purchase Payment
      divided by the Fund(s) Record Unit Value (see 3.05) for the Valuation
      Period in which the Purchase Payment is received in good order.

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

      The calculation to determine the Net Return Factor includes deductions
      totaling 1.25% on an actual basis for annuity mortality and expense risks
      and profit; and a daily administrative charge which will not exceed .25%
      on an annual basis. The administrative charge may be changed annually
      except for amounts which have been used to purchase an annuity.

3.06. Current Value: The Current Value is the value of your Individual Account
      at the end of a Valuation Period and is equal to:

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

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

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

      (d) Any Maintenance Fee(s) due.

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

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

                                        7
<PAGE>

      Deposit Period. Any portion of the Current Value in the GA Account may be
      transferred to any Fund or to the Fixed Account. Transfers from the GA
      Account are subject to the Withdrawal and Market Value Adjustment
      provisions.

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

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

      (a) without charge;

      (b) allowed once per calendar year;

      (c) not allowed under an annuity option.

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

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

3.09. Notice to You: Aetna will notify you each year of:

      (a) The value of any amounts held in:

          (1) the Fixed Account; and

          (2) the GA Account; and

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

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

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

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

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

      (a) You die before Annuity Payments start; and

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

      The sum paid will be the Current Value on the date the notice is received
      at Aetna's Home Office. The amount paid from the Fixed Account will not be
      less than the Net Purchase Payment(s) allocated to the Fixed Account under
      your Individual Account (less any prior transfers (see 3.08) or
      surrenders). Your beneficiary may choose to apply all or any portion of
      the payment to any Annuity Option (See Part IV). If no beneficiary exists,
      the payment will be made to your estate.

3.11. Surrender Value: After deduction of the Maintenance Fee (if any), the
      amount paid by Aetna upon the surrender of any portion of your Individual
      Account shall be reduced by a Surrender Fee. The Surrender Fee will be in
      accordance with the Surrender Fee table in 5.02.

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

3.12. Payment of Surrender Value: Under certain conditions, Aetna may defer
      payment of the Surrender Value for certain periods of time. The conditions
      and times are stated in the Contract.

                                        8
<PAGE>

3.13. Reinstatement: Certain surrendered amounts may be reinstated to the
      Contract according to the terms stated in the Contract.

                                        9
<PAGE>

      IV. ANNUITY PROVISIONS

4.01. Choices to be Made: You may elect an Annuity Option by telling Aetna to
      pay all or any portion of the Current Value (minus any premium tax) as a
      premium for an Annuity under Option 2, 3, 4 or 5 (see 4.04). The first
      Annuity payment must generally be made no later than the first day of the
      month following your 75th birthday. Aetna may be told to make the first
      Annuity payment during any prior month.

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

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

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

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

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

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

4.02. Terms of Annuity Options: Specific terms governing the Annuity Options and
      a table of annuity rates for each Annuity Option can be found in the
      Contract. The annuity rates do not differ by sex.

4.03. Variable Annuity Payments: The amount of the first Variable Annuity
      Payment will be divided by the Fund(s) Annuity Unit Value on the tenth
      Valuation Period before the date the first payment is due to determine the
      number of Fund(s) Annuity Units. The number of Fund(s) Annuity Units
      remains fixed. Each future payment is equal to this number times the
      Fund(s) Annuity Unit Value on the tenth Valuation Period prior to the due
      date of the payment.

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

4.04. Annuity Options:

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

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

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

      Option 2 - Payments of a Stated Dollar Amount - This option may only be
      elected as a Fixed Annuity. An Annuity of a chosen amount will be paid
      until no funds are left. The payments to be made in a year must be greater
      than $65 for each $1,000 applied to this Option, but cannot exceed an
      amount which would deplete the funds in less than 3 years. During any
      year, Aetna reserves the right to make as a minimum payment an amount
      equal to 105% of the interest for that year.

                                       10
<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 at least 3 and not more than 30.

      If payments for this option are made under a Variable Annuity, the present
      value of any remaining payments may be withdrawn at any time. If a
      withdrawal is requested within 3 years after the start of payments, it
      will be treated as a surrender (see 3.11).

      Option 4 - Life Income - An Annuity will be paid for the life of the
      Annuitant. If also chosen, Aetna will guarantee payments for 60, 120, 180
      or 240 months.

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

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

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

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

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

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

                                       11
<PAGE>

                                 V. FEE SCHEDULE
                            TAX DEFERRED ANNUITY PLAN

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

5.02. Surrender Fee:

      For each surrender from your Individual Account, the Surrender Fee will
      vary according to the period of time between the effective date of your
      Individual Account and the date of surrender. The Surrender Fee will be
      determined as follows:

<TABLE>
<CAPTION>
      If Period of Time is                                       Surrender Fee
          <S>                                                        <C>
          Less than 5 years                                          5%
          From 5 to 6 years                                          4%
          From 6 to 7 years                                          3%
          From 7 to 8 years                                          2%
          From 8 to 9 years                                          1%
          9 or more years                                            0%
</TABLE>

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

      (1) At your death before Annuity payments start; or

      (2) As a premium for an Annuity under the Contract.

                                       12
<PAGE>

                                 V. FEE SCHEDULE
                            TAX DEFERRED ANNUITY PLAN

5.01. Maintenance Fee: The Maintenance Fee will be $15.

5.02. Surrender Fee:

      For each surrender from your Individual Account, the Surrender Fee will
      vary according to the number of Purchase Payment Cycles completed for your
      Individual Account being surrendered. The number and amount of Purchase
      Payments to be made in a year is chosen by you. A Purchase Payment Cycle
      is completed when this number and amount of Purchase Payments have been
      made. The number of Purchase Payment Cycles completed may not be greater
      than the number of whole years since your Individual Account was
      established. For each surrender, the Fee will be as follows:

<TABLE>
<CAPTION>
      Number of Purchase Payment Cycles Completed                Surrender Fee
          <S>                                                        <C>
          Less than 5                                                5%
          5 or more but less than 7                                  4%
          7 or more but less than 9                                  3%
          9 or more but less than 19                                 2%
          19 or more                                                 0%
</TABLE>

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

      (1) At your death before Annuity payments start; or

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

      (3) After you have reached age 59-1/2 and 9 or more Purchase Payment
          Cycles have been completed for your Individual Account being
          surrendered.

                                       12
<PAGE>

                                 V. FEE SCHEDULE
                            TAX DEFERRED ANNUITY PLAN

5.01. Maintenance Fee: The Maintenance Fee will be $20.

5.02. Surrender Fee:

      For each surrender from your Individual Account, the Surrender Fee will
      vary according to the number of Purchase Payment Cycles completed for your
      Individual Account being surrendered. The number and amount of Purchase
      Payments to be made in a year is chosen by you. A Purchase Payment Cycle
      is completed when this number and amount of Purchase Payments have been
      made. The number of Purchase Payment Cycles completed may not be greater
      than the number of whole years since your Individual Account was
      established. For each surrender, the Fee will be as follows:

<TABLE>
<CAPTION>
      Number of Purchase Payment Cycles Completed                Surrender Fee
          <S>                                                        <C>
          Less than 5                                                5%
          5 or more but less than 7                                  4%
          7 or more but less than 9                                  3%
          9 or more                                                  2%
</TABLE>

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

      (1) At your death before Annuity payments start; or

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

      (3) After you have reached age 59-1/2 and 9 or more Purchase Payment
          Cycles have been completed for your Individual Account being
          surrendered.

                                       12
<PAGE>

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


                      CERTIFICATE OF GROUP ANNUITY COVERAGE

               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

   GTCC-HD
================================================================================


[AETNA logo]
                                  Ex-99-B.4.28

                                   ---------------------------------------------
                                   Aetna Life Insurance and Annuity Company
                                   Home Office:  151 Farmington Avenue
                                   Hartford, Connecticut 06156
                                   (800) 525-4225

                                   You may call the toll-free number shown
                                   above if you have questions on this Contract.

                                   Aetna Life Insurance and Annuity Company,
                                   herein called Aetna, agrees to pay the
                                   benefits stated in this Contract.

Specifications
- --------------------------------------------------------------------------------
Plan
    Higher Education
- --------------------------------------------------------------------------------
Type of Plan
    Retirement Plan for Higher Education
- --------------------------------------------------------------------------------
Contract Holder
    Specimen
- --------------------------------------------------------------------------------
Contract No.
    Specimen
- --------------------------------------------------------------------------------
Effective Date
    Specimen
- --------------------------------------------------------------------------------
This Contract is Delivered in Anystate        and is Subject to the Laws of that
Jurisdiction.

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

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

Signed at the Home Office on the Effective Date.

              /s/ Thomas J. McInerney           /s/ Kirk P. Wickman
                  President                         Secretary

                     Individual Combination Annuity Contract
                                Nonparticipating

ALL PAYMENTS AND VALUES PROVIDED BY THIS ANNUITY CONTRACT, WHEN BASED ON
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED
AS TO FIXED DOLLAR AMOUNT. THIS CONTRACT CONTAINS A MARKET VALUE ADJUSTMENT
FORMULA. APPLICATION OF A MARKET VALUE ADJUSTMENT MAY RESULT IN EITHER AN
INCREASE OR DECREASE IN THE CURRENT VALUE. THE MARKET VALUE ADJUSTMENT FORMULA
DOES NOT APPLY TO A GUARANTEED TERM AT THE TIME OF ITS MATURITY.

I-CDA-98(ORP)
<PAGE>

<TABLE>
<CAPTION>
Specifications
- --------------------------------------------------------------------------
<S>                  <C>
Guaranteed           There is a guaranteed interest rate for
Interest Rate        Contribution(s) held in the Fixed Plus Account and
                     the GA Account.  (See Contract Schedule I.)

- --------------------------------------------------------------------------
Deductions from      There will be deductions for mortality and expense
the Separate         risks.  There also may be deductions for
Account              administrative charges and asset based sales
                     charges.  (See 3.05 and 5.06.)

- --------------------------------------------------------------------------
Deduction from       Contribution(s) are subject to a deduction for
Contribution(s)      premium taxes, if any.  (See 3.01.)
</TABLE>

This Contract is a legal contract. This Contract and any attached document and
subsequent endorsements constitutes the entire legal relationship between Aetna
and the Contract Holder.

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>

                               Contract Schedule I
                               Accumulation Period

<TABLE>
<CAPTION>
Separate Account
- ---------------------------------------------------------------------------
<S>                  <C>
Separate Account:    Variable Annuity Account C

Charges to           A daily charge is deducted from any portion of the
Separate Account:    Current Value allocated to the Separate Account.
                     The daily charge is at an annual effective rate of [1.25%]
                     for Annuity mortality and expense risks, [0.15%] for asset
                     based sales charge and a daily administrative charge which
                     will not exceed [0.25%] on an annual basis.

                     The daily charge for the Aetna GET Fund Guarantee will be
                     at an annual rate of [0.25%].

Fixed Plus Account                                          [Is Available]
- ---------------------------------------------------------------------------

Minimum Guaranteed   [3%] (effective annual rate of return).
Interest Rate:

Partial Withdrawal:  The [20%] limit applicable to partial withdrawal
                     from the Fixed Plus Account will be waived when the
                     withdrawal is:

                     (a) due to the Participant's death, (and made within
                         [six (6)] months of the Participant's date of
                         death), before Annuity payments begin. This partial
                         withdrawal may only be exercised once; or

                     (b) used to purchase Annuity benefits.


Guaranteed Accumulation Account (GA Account)                [Is Available]
- ---------------------------------------------------------------------------

Minimum Guaranteed   [3%] (effective annual rate of return).
Interest Rate:
</TABLE>

                                       i
<PAGE>

                               Contract Schedule I
                          Accumulation Period (Cont'd)

<TABLE>
<CAPTION>
Separate Account,
Fixed Plus Account
and GA Account
- ---------------------------------------------------------------------------
<S>                  <C>
Loans:               [Are Available]

Loan Interest Rate:  [6%] on an annual basis.

Systematic           [Is Available]
Withdrawal Option
(SWO):
                     The Specified Payment may not be greater than [20%] of the
                     Individual Account's Current Value at the time of election.

                     The Specified Period may not be less than [five years].

                     The Specified Percentage may not be greater than [20%].

Estate Conservation  [Is Available]
Option (ECO):

Life Expectancy      [Is Available]
Option (LEO):
</TABLE>

See Section 1. - DEFINITIONS for explanations.

                                       ii
<PAGE>
                              Contract Schedule II
                                 Annuity Period

<TABLE>
<CAPTION>
Separate Account
- -------------------------------------------------------------------------------
<S>                  <C>
Fund Transfers:      Maximum number of allowable transfers in the Annuity
                     Period is [4].

Charges to           A daily charge at an annual effective rate of
Separate Account:    [1.25%] for Annuity mortality and expense risks.
                     The administrative charge is established upon election of
                     an Annuity option. This charge will not exceed [0.25%].

Variable Annuity     If a Variable Annuity is chosen, an assumed annual net
Assumed Annual Net   return rate of [5.0%] may be elected. If [5.0%] is not
Return               elected, Aetna will use an assumed annual net Rate: return
                     rate of [3.5%].

                     The assumed annual net return rate factor for [3.5%] per
                     year is [0.9999058].

                     The assumed annual net return rate factor for [5.0%] per
                     year is [0.9998663].

                     If the portion of a Variable Annuity payment for any Fund
                     is not to decrease, the Annuity return factor under the
                     Separate Account for that Fund must be:

                     (a)    [4.75%] on an annual basis plus an annual return of
                            up to [0.25%] to offset the administrative charge
                            set at the time Annuity payments commence if an
                            assumed annual net return rate of [3.5%] is chosen;
                            or

                     (b)    [6.25%] on an annual basis plus an annual return of
                            up to [0.25%] to offset the administrative charge
                            set at the time Annuity payments commence, if an
                            assumed annual net return rate of [5%] is chosen.

Annuity Option:      Under the option "Payments for a Stated Period of
                     Time":

                     For amounts invested in the GA Account or one or more of
                     the Fund(s), the number of years must be at least [five
                     (5)] and not more than [thirty (30)] and the Annuity may be
                     a Fixed or Variable Annuity.

                     For amounts invested in the Fixed Plus Account, the number
                     of years must be at least [five (5)] and not more than
                     [thirty (30)] and the Annuity must be a Fixed Annuity.

Fixed Annuity
- ---------------------------------------------------------------------------

Minimum Guaranteed   [3%] (effective annual rate of return).
Interest
Rate:
</TABLE>

See Section 1. - DEFINITIONS for explanations.


                                       iii
<PAGE>

                      TABLE OF CONTENTS

<TABLE>
<CAPTION>
I.   DEFINITIONS
- ---------------------------------------------------------------
                                                         Page
<S>     <C>                                                  <C>
1.01    Accumulation Period ................................  6
1.02    Adjusted Current Value .............................  6
1.03    Aetna GET Fund Offering Period .....................  6
1.04    Aetna GET Fund Guaranteed Period ...................  6
1.05    Aetna GET Fund Maturity Date .......................  6
1.06    Annuitant ..........................................  6
1.07    Annuity ............................................  6
1.08    Beneficiary ........................................  7
1.09    Code ...............................................  7
1.10    Contract Holder ....................................  7
1.11    Contribution .......................................  7
1.12    Current Value ......................................  7
1.13    Deposit Period .....................................  7
1.14    Fixed Plus Account .................................  7
1.15    Fixed Plus Account Guaranteed Interest Rate ........  7
1.16    Fixed Annuity ......................................  7
1.17    Fund(s) ............................................  7
1.18    Fund Transfer(s) ...................................  7
1.19    General Account ....................................  8
1.20    Guaranteed Accumulation Account (GA Account) .......  8
1.21    GA Account Guaranteed Interest Rate ................  8
1.22    Guaranteed Term ....................................  8
1.23    Individual Account .................................  8
1.24    Loan Account .......................................  9
1.25    Loan Effective Date ................................  9
1.26    Loan Interest Rate .................................  9
1.27    Market Value Adjustment (MVA) ......................  9
1.28    Matured Term Value .................................  9
1.29    Matured Term Value Transfer ........................  9
1.30    Maturity Date ......................................  9
1.31    Net Contribution ...................................  9
1.32    Nonunitized Separate Account ....................... 10
1.33    Participant ........................................ 10
1.34    Plan ............................................... 10
</TABLE>

                                       3
<PAGE>

<TABLE>
<CAPTION>
                                                            Page
<S>     <C>                                                  <C>
1.35    Reinvestment ....................................... 10
1.36    Separate Account ................................... 10
1.37    Valuation Date ..................................... 10
1.38    Valuation Period ................................... 10
1.39    Variable Annuity ................................... 11

<CAPTION>

II. GENERAL PROVISIONS
- ---------------------------------------------------------------

<S>     <C>                                                  <C>
2.01    Change of Contract ................................. 11
2.02    Change of Fund ..................................... 11
2.03    Nonparticipating Contract .......................... 11
2.04    Payments ........................................... 11
2.05    State Laws ......................................... 12
2.06    Control of Contract ................................ 12
2.07    Designation of Beneficiary ......................... 12
2.08    Misstatements and Adjustments ...................... 12
2.09    Incontestability ................................... 12
2.10    Grace Period ....................................... 13

<CAPTION>

III.    CONTRIBUTIONS, CURRENT VALUE, and WITHDRAWAL PROVISIONS
- ---------------------------------------------------------------

<S>     <C>                                                  <C>
3.01    Net Contribution(s) ................................ 13
3.02    Experience Credits ................................. 13
3.03    Fund Record Units .................................. 13
3.04    Fund Record Unit Value ............................. 13
3.05    Fund Net Return Factors ............................ 13
3.06    Market Value Adjustment ............................ 14
3.07    Fund Transfer(s) ................................... 16
3.08    Aetna GET Fund Offering Period ..................... 17
3.09    Aetna GET Fund Guarantee ........................... 17
3.10    Aetna GET Fund Maturity Date ....................... 17
3.11    Loans .............................................. 17
3.12    Notice to the Participant .......................... 19
3.13    Manner and Timing of Distributions ................. 20
3.14    Withdrawal ......................................... 20
3.15    Partial Withdrawal from the Fixed Plus Account ..... 21
3.16    Payment of Fixed Plus Account Full Withdrawal ...... 21
3.17    Amount Payable at Death (Before Annuity
         Payments Start) ................................... 22
3.18    Reinstatement ...................................... 23
</TABLE>

                                        4
<PAGE>

<TABLE>
<CAPTION>
IV. NON-ANNUITY DISTRIBUTION OPTIONS
- ---------------------------------------------------------------
                                                            Page
<S>      <C>                                                 <C>
4.01     Distribution Options .............................. 24
4.02     Estate Conservation Option ........................ 25
4.03     Life Expectancy Option ............................ 25
4.04     Systematic Withdrawal Option ...................... 26

<CAPTION>
V.       ANNUITY PROVISIONS
- ---------------------------------------------------------------
<S>      <C>                                                 <C>
5.01     General Provisions ................................ 27
5.02     Annuity Options ................................... 28
5.03     Payments .......................................... 29
5.04     Investment Option ................................. 29
5.05     Fund Annuity Units ................................ 30
5.06     Fund Annuity Unit Value ........................... 30
5.07     Fund Annuity Net Return Factor .................... 31
5.08     Fund Transfers During the Annuity Period .......... 31
5.09     Death Benefit ..................................... 32
</TABLE>

                                       5
<PAGE>

<TABLE>
<CAPTION>
I.       DEFINITIONS
- ---------------------------------------------------------------------------
<S>      <C>              <C>
1.01     Accumulation     The period during which Net Contribution(s) are
         Period:          applied to an Individual Account.

1.02     Adjusted         The Current Value (See 1.12) of an Individual
         Current Value:   Account (See 1.23) plus or minus any applicable
                          aggregate GA Account Market Value Adjustment.
                          (See 3.06).

1.03     Aetna GET Fund   The period, usually from one to three months,
         Offering         during which Participants may transfer or
         Period:          deposit amounts to an Aetna GET Fund series.
         (Offering        Each Aetna GET Fund series has a specified
         Period)          Offering Period.  Amounts transferred or
                          deposited prior to the date on which the Guaranteed
                          Period begins are invested in money market
                          instruments.

                          Aetna reserves the right to state the minimum amount a
                          Participant may transfer or deposit to each Offering
                          Period. Aetna also reserves the right to extend an
                          Offering Period or accept Fund transfers or deposits
                          to an Aetna GET Fund series during the series'
                          Guaranteed Period.

1.04     Aetna GET Fund   For each Aetna GET Fund series, the period for
         Guaranteed       which the Aetna GET Fund Guarantee applies.
         Period:          The Guaranteed Period ends on the Maturity Date.
         (Guaranteed
         Period)

1.05     Aetna GET Fund   The date on which a series' Guaranteed Period
         Maturity         ends and GET Fund Record Units for the series
         Date:            are liquidated.
         (Maturity Date)

1.06     Annuitant:       If an Annuity provides lifetime benefits, the person
                          whose life expectancy determines the amount and/or
                          duration of Annuity benefit payments.

1.07     Annuity:         Payment of an income under the Annuity
                          Provisions of Section V:

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

                          (b) For a stated period; or

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

1.08     Beneficiaries:   The person(s) named to receive any benefits
                          which remain under the Contract after the
                          Participant's death.  Participant designates a
                          Beneficiary for the Individual Account.  (See
                          2.07)

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

1.10     Contract         The entity or person, named on the cover of
         Holder:          this Contract, to which the Contract is
                          issued.  Contractholder may also be the
                          Participant.
</TABLE>

                                       6
<PAGE>

<TABLE>
<S>      <C>              <C>
1.11     Contribution:    A payment received at Aetna's Home Office and
                          allocated to this Contract. The payment must be made
                          in accordance with the Code and the terms of the Plan.

1.12     Current Value:   For an Individual Account (See 1.23), the
                          Current Value is the total of:

                          (a) The amount, if any, in the Fixed Plus Account,
                              with interest earned to date;

                          (b) The amount, if any, in the GA Account, with
                              interest earned to date; and

                          (c) The value of all Fund Record Units (See 3.03), if
                              any, as of the most recent Valuation Period.

1.13     Deposit Period:  A calendar month, a calendar quarter, or any other
                          period of time specified by Aetna during which Net
                          Contribution(s), Fund Transfers and Reinvestments are
                          accepted into the GA Account for one or more
                          Guaranteed Terms.

1.14     Fixed Plus       If offered as an investment option under the
         Account:         Contract (see Contract Schedule I) the Fixed
                          Plus Account is an accumulation option with a
                          guaranteed minimum interest rate.  Aetna may
                          credit a higher rate which is not guaranteed.
                          The portion that may be withdrawn or
                          transferred in a 12 month period is restricted
                          (See 3.07, 3.15 and 3.16).

1.15     Fixed Plus       If the Fixed Plus Account is an investment option
         Account          under the Plan (see Contract Schedule I) then Aetna
         Guaranteed       will add interest at an annual rate no less than that
         Interest Rate:   shown on Contract Schedule I on any Net
                          Contribution(s) to the Fixed Plus Account. Aetna may
                          add interest at a higher rate determined by its Board
                          of Directors.

1.16     Fixed Annuity:   An Annuity with payments that do not vary in
                          amount.

1.17     Fund(s):         The open-end registered management investment
                          companies whose shares are purchased by the Separate
                          Account to fund the benefits provided by the Contract.
                          Each Aetna GET Fund series is a separate Fund.

1.18     Fund Transfers:  The movement of invested amounts among the available
                          Fund(s); the Fixed Plus Account (if available) and the
                          GA Account (if available).

1.19     General          The account holding the assets of Aetna, other
         Account:         than those assets held in Aetna's Separate
                          Account(s) and Nonunitized Separate Account(s).

1.20     Guaranteed       If offered as an investment option under the Contract
         Accumulation     (see Contract Schedule I), the Guaranteed Accumulation
         Account          Account (GA Account) is an accumulation option where
         (GA Account):    Aetna guarantees stipulated rate(s) of interest for a
                          specified period of time. All assets of Aetna,
                          including amounts in the Nonunitized Separate Account,
                          are available to meet the guarantees for the GA
                          Account.
</TABLE>

                                       7
<PAGE>

<TABLE>
<S>      <C>              <C>
1.21     GA Account       If the GA Account is an investment option under
         Guaranteed       the Contract (see Contract Schedule I) then
         Interest Rate:   Aetna will declare the interest rate(s)
                          applicable to a specific Guaranteed Term at the start
                          of the Deposit Period for that Guaranteed Term. The
                          rate(s) are guaranteed by Aetna for that Deposit
                          Period and the ensuing Guaranteed Term. The Guaranteed
                          Interest Rates are annual effective yields. That is,
                          interest is credited at a rate that will produce the
                          Guaranteed Interest Rate over the period of a year. No
                          Guaranteed Interest Rate will ever be less than the
                          Minimum Guaranteed Interest Rate shown on Contract
                          Schedule I.

                          For Guaranteed Terms of one year or less, one
                          Guaranteed Interest Rate is credited for the full
                          Guaranteed Term. For longer Guaranteed Terms, an
                          initial Guaranteed Interest Rate is credited from the
                          date of deposit to the end of a specified period
                          within the Guaranteed Term. There may be different
                          Guaranteed Interest Rate(s) declared for subsequent
                          specified time intervals throughout the Guaranteed
                          Term.

1.22     Guaranteed       The period of time for which GA Account
         Term:            Guaranteed Interest Rates are guaranteed on Net
                          Contributions, Fund Transfers and Reinvestments
                          made into a current Deposit Period for the GA
                          Account.  Such period begins on the day
                          following the close of the Deposit Period and
                          ends on the designated Maturity Date.
                          Guaranteed Terms are offered at Aetna's
                          discretion for various lengths of time ranging
                          up to and including ten years and are
                          classified as follows:

                          Short-term. Three (3) or fewer years. Amounts
                          allocated to a short-term Term are held in the General
                          Account. Long-term. More than three (3) years, but not
                          more than ten (10). Amounts allocated to a long-term
                          Term are held in the Nonunitized Separate Account.

                          During a Deposit Period, Aetna may make available any
                          number of Guaranteed Terms. The Participant may
                          allocate Net Contributions and Fund Transfers into any
                          or all of the available Guaranteed Terms.

1.23     Individual       This Contract is issued to the Contract
         Account:         Holder.  However, Aetna will maintain an
                          Individual Account for the Participant to keep a
                          record of Current Value (See 1.12) and transactions.
                          These may include:

                          (a) An Employer Account: This Individual Account will
                              be credited with employer Net Contribution(s) and
                              transferred amounts of 401(a) or 403(a) funds,
                              attributable to employer contributions; and

                          (b) An Employee Account: This Individual Account will
                              be credited with employee Net Contribution(s),
                              specifically amounts subject to Code Section
                              414(h) and transferred amounts of 401(a) or 403(a)
                              funds, attributable to 414(h) contributions and
                              any after tax contributions.

1.24     Loan Account:    For each loan taken by a Participant,
                          the loan amount transferred from the investment
                          options is credited to the Loan Account.
</TABLE>

                                       8
<PAGE>

<TABLE>
<S>      <C>              <C>
1.25     Loan Effective   The date on which Aetna receives a loan
         Date:            agreement in good order at its home office.

1.26     Loan Interest    The interest rate Aetna charges on a loan,
         Rate:            (see Contract Schedule I).

1.27     Market Value     An adjustment to the amount withdrawn or
         Adjustment       transferred from a GA Account Guaranteed Term
         (MVA):           prior to the end of that Guaranteed Term.  The
                          adjustment reflects the change in the value of the
                          investment due to changes in interest rates since the
                          date of deposit and is computed using the formula
                          given in 3.06. The adjustment is expressed as a
                          percentage of each dollar being withdrawn.

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

1.29     Matured Term     During the calendar month following a GA
         Value Transfer:  Account Maturity Date, the Participant may
                          notify Aetna's Home Office in writing to
                          transfer or withdraw all or part of the Matured
                          Term Value, plus interest at the new Guaranteed
                          Rate accrued thereon, from the GA Account
                          without an MVA.  This provision only applies to
                          the first such written request received from
                          the Participant during this period for any
                          Matured Term Value.

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

1.31     Net              A Contribution less any applicable premium
         Contribution:    taxes.

1.32     Nonunitized      An account established by Aetna under Section
         Separate         38a-433 of the Connecticut General Statutes
         Account:         that holds assets for GA Account Terms (See
                          1.22) greater than three years. The Contract Holder or
                          Participant does not participate in the investment
                          gain or loss from the assets held in the Nonunitized
                          Separate Account. Such gain or loss is borne entirely
                          by Aetna. Assets in this account may be charged with
                          liabilities arising out of any other Aetna business.

1.33     Participant:     A person who participates in the Plan named on
                          the cover of this Contract.

1.34     Plan:            The Plan named on the cover of this Contract
                          and established under Section 401(a) or 403(a)
                          of the Code.
</TABLE>

                                       9
<PAGE>

<TABLE>
<S>      <C>              <C>
1.35     Reinvestment:    Aetna will mail a notice to the Participant at
                          least 18 calendar days before a Guaranteed
                          Term's Maturity Date.  This notice will contain
                          the Guaranteed Terms available during the
                          current Deposit Periods with their Guaranteed
                          Interest Rate(s) and projected Matured Term
                          Value.  If no specific direction is given by
                          the Participant prior to the Maturity Date,
                          each Matured Term Value will be reinvested in
                          the current Deposit Period for a Guaranteed
                          Term of the same duration.  If a Guaranteed
                          Term of the same duration is unavailable, each
                          Matured Term Value will automatically be
                          reinvested in the current Deposit Period for
                          the next shortest Guaranteed Term available in
                          the same classification.  If no shorter
                          Guaranteed Term is available, the next longer
                          Guaranteed Term will be used.  Aetna will mail
                          a confirmation statement to the Participant,
                          the next business day after the Maturity Date.
                          This notice will state the Guaranteed Term and
                          Guaranteed Interest Rate(s) which will apply to
                          the reinvested Matured Term Value.

1.36     Separate         An account, established by Aetna under Section
         Account:         38a-433 of the Connecticut General Statutes,
                          that buys and holds shares of the Fund(s) available
                          under this Contract. Income, gains or losses, realized
                          or unrealized are credited or charged to the Separate
                          Account without regard to other income, gains or
                          losses of Aetna. Aetna owns the assets held in the
                          Separate Account and is not a trustee of such amounts.
                          Amounts in the Separate Account are not generally
                          guaranteed and are held at market value. The assets of
                          the Separate Account, to the extent of reserves and
                          other contract liabilities of the Separate Account,
                          cannot be charged with other Aetna liabilities.

1.37     Valuation Date:  The date and time on which a Fund annuity unit
                          value and a Fund record unit value are
                          calculated.  Currently, this calculation will
                          be determined at 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.

1.38     Valuation        The period of time commencing at the end of one
         Period:          Valuation Date and ending at the end of the
                          next Valuation Date.

1.39     Variable         An Annuity with payments that vary with the net
         Annuity:         investment results of the Funds available
                          during the Annuity period.

<CAPTION>
II. GENERAL PROVISIONS
- ---------------------------------------------------------------------------

<S>      <C>              <C>
2.01     Change of        Only an authorized officer of Aetna may change
         Contract:        the terms of this Contract.  Aetna reserves the
                          right to modify this Contract to meet the requirements
                          of applicable state and federal laws or regulations.
                          Aetna will notify the Contract Holder in writing of
                          any changes.
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2.01     Change of        Aetna may change the tables for determining the
         Contract         amount of Annuity benefit payments attributable
         (Cont'd):        only to Contributions accepted after the
                          effective date of change, without Contract Holder
                          consent. Such a change will not become effective
                          earlier than twelve months after (1) the effective
                          date of the Contract, or (2) the effective date of a
                          previous change. Aetna will notify the Contract Holder
                          in writing at least thirty days before the effective
                          date of the change. Aetna may not make Contract
                          changes which adversely affect the Annuity benefits
                          attributable to Contributions already made to the
                          Contract.

2.02     Change of Fund:  The assets of the Separate Account are segregated by
                          Fund. If the shares of any Fund are no longer
                          available for investment by the Separate Account or if
                          in our judgment, further investment in such shares
                          should become inappropriate in view of the purpose of
                          the Contract, Aetna may cease to make such Fund shares
                          available for investment under the Contract
                          prospectively, or Aetna may substitute shares of
                          another Fund for shares already acquired. Aetna may
                          also, from time to time, add additional Funds. Any
                          elimination, substitution or addition of Funds will be
                          done in accordance with applicable state and federal
                          securities laws. Aetna reserves the right to
                          substitute shares of another Fund for shares already
                          acquired without a proxy vote.

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

2.04     Payments:        (a) Aetna will make distributions as directed by the
                              Contract Holder, provided the distributions are
                              made in accordance with the terms of the Plan.
                              Aetna will determine the amount of payments based
                              on the Individual Account's Current Value as of
                              the date on which a request is received in good
                              order at Aetna's Home Office. Payments will be
                              made within seven (7) calendar days of receipt of
                              a written request in good order at Aetna's Home
                              Office.

                          (b) Aetna may defer payments: (1) for a period of up
                              to six (6) months (unless not allowed by state
                              law); and (2) as allowed by federal law.

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

2.06     Control of       This Contract is designed to fund a Plan which
         Contract:        provides for retirement income.

                          The Contract Holder may, by written direction to
                          Aetna, allow the Participant to select the investment
                          options of the Employer and/or Employee Accounts.
                          Choices made under this Contract must be in writing or
                          in a form satisfactory to Aetna. Until receipt of such
                          choices in its Home Office, Aetna may rely on any
                          previous choices made.
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<TABLE>
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2.06     Control of       (a) Nontransferable and Nonassignable: This Contract
         Contract             and the Individual Account are nontransferable and
         (Cont'd):            nonassignable, except to Aetna in the event of a
                              loan, or pursuant to a "qualified domestic
                              relations order" as set forth under the Internal
                              Revenue Code of 1986, as it may be amended from
                              time to time.

                          (b) Distributions: A Participant may apply for a
                              distribution from his or her Employee Account or
                              Employer Account. The distribution is subject to
                              the terms of the Plan.

                          (c) Participant Rights/Employee Account: The
                              Participant has a nonforfeitable right to the
                              value of his or her Employee Account pursuant to
                              the terms of the Plan.

                          (d) Participant Rights/Employer Account: The
                              Participant has a nonforfeitable right to the
                              value of his or her Employer Account pursuant to
                              the terms of, and to the extent of his or her
                              vested percentage under the Plan.

2.07     Designation of   The Participant shall designate a Beneficiary,
         Beneficiary:     in accordance with the terms of the Plan.

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

2.09     Incontest-       Aetna cannot cancel this Contract because of any error
         ability:         of fact.

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

<CAPTION>
III. CONTRIBUTIONS, CURRENT VALUE, AND WITHDRAWAL PROVISIONS
- --------------------------------------------------------------------------------

<S>      <C>              <C>
3.01     Net              The Net Contribution equals the actual Contribution
         Contribution(s): less any applicable premium tax. Generally, Aetna will
                          deduct the premium tax when Annuity benefits are
                          purchased (See Section V). If Aetna determines that
                          under applicable state law, it must pay a premium tax
                          when the Contribution is received, or at any other
                          time, it may deduct the tax at that time. The Net
                          Contribution(s) may be allocated among the following
                          investment options:

                          (a) The Fixed Plus Account (if available); and

                          (b) The current Deposit Period(s) for Guaranteed Terms
                              under the GA Account (if available); and

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

3.01     Net              Aetna must be told the percentage of all Net
         Contribution(s)  Contributions to allocate to one or more of the
         (Cont'd):        investment options.  Aetna reserves the right
                          to require a minimum Contribution amount.
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                          Aetna reserves the right not to accept any
                          Contribution.

3.02     Experience       Aetna may apply experience credits under this
         Credits:         Contract.  Any such credits will be computed as
                          decided by Aetna.

3.03     Fund Record      The portion of the Net Contribution(s) applied
         Units:           to each Fund under the Separate Account will
                          determine the number of Fund record units credited to
                          the Individual Account for that Fund. This number is
                          equal to the Net Contribution applied to the Fund
                          divided by the Fund record unit value (See 3.04) for
                          the Valuation Period in which the Contribution is
                          received in good order.

3.04     Fund Record      A Fund record unit value is computed by
         Unit Value:      multiplying the net return factor (See 3.05)
                          for the current Valuation Date by the Fund record unit
                          value for the previous Valuation Date. The dollar
                          value of a Fund record unit, Separate Account assets,
                          and Variable Annuity payments may go up or down due to
                          investment gain or loss.

3.05     Fund Net         The net return factor(s) are used to compute all
         Return Factors:  Separate Account record units for any Fund. The net
                          return factor for each Fund is equal to 1.0000000 plus
                          the net return rate.

                          The net return rate is equal to:

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

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

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

                          (d) The total value of the Fund record units and Fund
                              annuity units of the Separate Account at the start
                              of the Valuation Period; minus

                          (e) A Separate Account charge at an annual effective
                              rate as shown on Contract Schedule I for Annuity
                              mortality and expense risks, asset based sales
                              charge, if any and a daily administrative charge
                              which will not exceed the amount shown on Contract
                              Schedule I on an annual basis. The administrative
                              charge may be changed annually except for amounts
                              which have been used to purchase an Annuity; minus

3.05     Fund Net         (f) A fee for the Aetna GET Fund Guarantee which is
         Return Factors       deducted daily during the Guaranteed Period. The
         (Cont'd):            fee, which is determined prior to the beginning of
                              each series' Offering Period, is as shown on
                              Contract Schedule I.

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<TABLE>
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                          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.

3.06     Market Value     (a) An MVA will be applied to any withdrawal from a GA
         Adjustment           Account Term before the Maturity Date due to:
         (MVA):

                              (1) A Fund Transfer;

                              (2) A full or partial withdrawal, except for an
                                  amount paid under ECO (See 4.01); or

                              (3) A payment of a premium for Annuity Option 1.

                          The amount of the withdrawal will be adjusted to a
                          market value amount as described in (b).

                          (b) Market value adjusted amounts 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 Period Yield

                                 j   is the Current Yield

                                 x   is the number of days remaining,
                                     (computed from Wednesday of the week
                                     of withdrawal) in the Term.

                          (c) The Deposit Period Yield will be determined as
                              follows:

                              (1) 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 Term.

3.06     Market Value         (2) The Deposit Period Yield is the average of
         Adjustment               those yields for the Deposit Period. If
         (MVA) (Cont'd):          withdrawal is made prior to the close of the
                                  Deposit Period, it is the average of those
                                  yields on each week preceding withdrawal.
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<S>      <C>              <C>
                              (3) 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.

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

                          (d) If a lump-sum distribution or Annuity Option is
                              elected six months or more after Participant's
                              death, the Beneficiary will receive the Account
                              Value, plus or minus any MVA that would apply to
                              any portion of the Account allocated to GAA. If a
                              full or partial withdrawal is made within six
                              months after Participant's death, the Beneficiary
                              will receive the Account Value, plus any positive
                              MVA that would apply to any portion of the Account
                              allocated to GAA. The value of the Account is
                              determined as of the Valuation Date on which proof
                              of death acceptable to us and a request for
                              payment are received at our Home Office.

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

                          (f) 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 2 or3.

3.07     Fund             All or any portion of the Adjusted Current
         Transfer(s):     Value of the Individual Account (subject to the
                          limitations described below) may be transferred from
                          any Fund, the Fixed Plus Account (if available) or the
                          GA Account (if available):

                          (a) To any Fund; or

                          (b) To the Fixed Plus Account (if available); or

                          (c) To any Guaranteed Term of the GA Account (if
                              available) with a different classification
                              available in the Current Deposit Period.

                          Fund Transfer requests can be submitted as a
                          percentage or as a dollar amount. Aetna may establish
                          a minimum Fund Transfer amount. Within a Guaranteed
                          Term classification, the amount transferred will be
                          withdrawn from the oldest Deposit Period, then from
                          the next oldest, and so on until the amount requested
                          is satisfied.

3.07     Fund             Amounts applied to Guaranteed Terms of the GA
         Transfer(s)      Account may not be transferred to the Funds,
         (Cont'd):        the Fixed Plus Account or to another Guaranteed
                          Term during the Deposit Period or 90 days after the
                          close of the Deposit Period except for Matured Term
                          Value(s) during the calendar month following the
                          Term's Maturity Date.
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                          Fund Transfers from Guaranteed Terms of the GA Account
                          are subject to the MVA provisions of 3.06.

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

                          The Participant may make an unlimited number of Fund
                          Transfers during the Accumulation Period.

                          A Fund Transfer or withdrawal from an Aetna GET Fund
                          series before the Maturity Date will be based on the
                          GET Fund Record Unit Value for the next Valuation
                          Period following the date on which Aetna receives a
                          transfer request in good order at its home office.

3.08     Aetna GET Fund   Aetna will specify a minimum total asset amount
         Offering         required at the end of an Offering Period to
         Period:          offer an Aetna GET Fund series.  If the minimum
                          is not achieved, Aetna reserves the right to
                          not start the Guaranteed Period.

                          If an Aetna GET Fund series is terminated, Aetna will
                          send written notification of the termination to the
                          Participant if he or she has made Fund Transfers or
                          deposits to that Aetna GET Fund Series. Notice will be
                          mailed no later than 15 calendar days after the end of
                          the Offering Period. The Participant then has 45 days
                          from the end of the Offering Period to redirect
                          amounts in the terminated Aetna GET Fund series to one
                          or more investment options available under the
                          Contract. During this time, Funds are invested in
                          money market instruments. If no election is made by
                          the end of the 45-day Period, at the next Valuation
                          Period, Aetna will transfer the amount in the
                          terminated Aetna GET Fund series to the money market
                          fund.

                          Aetna reserves the right to specify a maximum total
                          asset amount for an Aetna GET Fund series. If the
                          maximum is achieved, Aetna also reserves the right to
                          set a date on which it will stop accepting Fund
                          Transfers or deposits for that Aetna GET Fund series.
                          Aetna will announce the date on which it will stop
                          accepting Fund Transfers and deposits ten calendar
                          days prior to that date.
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<TABLE>
<S>      <C>              <C>
3.09     Aetna GET Fund   On the Maturity Date of each Aetna GET Fund
         Guarantee:       series, the GET Fund Record Unit Value for that
                          series will not be less than the GET Fund Record Unit
                          Value determined at the beginning of the Guaranteed
                          Period. If necessary, Aetna will transfer funds from
                          its General Account to the Aetna GET Fund series to
                          offset any shortfall in the GET Fund Record Unit
                          Value. The Aetna GET Fund Guarantee does not apply to
                          withdrawals or Transfers made before the Maturity
                          Date.

                          If Aetna GET Fund Record Units are adjusted at any
                          time during an Aetna GET Fund Guaranteed Period, the
                          Aetna GET Fund Guarantee will be restated. The
                          restated Aetna GET Fund Guarantee will be calculated
                          so that it is not less than the original Aetna GET
                          Fund Guarantee for that series.

3.10     Aetna GET Fund   Prior to the Maturity Date for each Aetna GET
         Maturity Date:   Fund series, Aetna sends a written notice of
                          the date to the Participant if he or she has Current
                          Value in that series. The Participant must then inform
                          Aetna of the investment option(s) to which to transfer
                          that Current Value. If a Participant does not make an
                          election, on the Maturity Date Aetna will transfer the
                          Current Value to the then available Aetna GET Fund
                          series' Offering Period. If no Offering Period is
                          available, Aetna will transfer the Current Value to
                          the fund or funds designated by Aetna.

3.11     Loans:           If loans are included as an option under the
                          Contract (See Contract Schedule I), then the following
                          will apply.

                          During the accumulation period, loans are granted (1)
                          as permitted under applicable law; (2) subject to the
                          terms of the Plan; (3) subject to the terms and
                          conditions of the loan agreement; and, (4) in
                          accordance with the following provisions.

                          (a) Amount available for loan: The amount available
                              for loan is limited to the vested Individual
                              Account Current Value attributable to Participant
                              Contributions, plus any amounts allowed by the
                              Plan. Amounts available from some investment
                              options may be subject to limitations specified in
                              the loan agreement. To obtain the loan amount
                              requested, these limitations may require the
                              Participant to transfer funds. A Market Value
                              Adjustment may apply to amounts transferred.

                              The minimum loan amount is defined in the loan
                              agreement. The maximum loan amount is the lesser
                              of:

                              (1) Fifty percent (50%) of the vested Individual
                                  Account Current Value, including any Loan
                                  Account, reduced by the amount of any
                                  outstanding loan balance on the Loan Effective
                                  Date; or

                              (2) Fifty thousand dollars ($50,000) reduced by
                                  the highest outstanding loan balance for the
                                  preceding 12 months.
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<TABLE>
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3.11     Loans (Cont'd):  The amount of all outstanding loans cannot exceed
                          $50,000.

                          (b) The Loan Interest Rate is specified on Contract
                              Schedule I.

                          (c) Earned interest: The Loan Account is credited with
                              interest at a rate which is not less than the Loan
                              Interest Rate, less 3%, on an annual basis.

                          (d) Loan repayment: Repayment is as set forth in the
                              loan agreement, or a Participant may repay a loan
                              in full at any time.

                          (e) Amount available for partial surrender while a
                              loan is outstanding: While a loan is outstanding,
                              the amount available for partial surrender is
                              equal to the vested Individual Account Current
                              Value, including the Loan Account, minus 125% of
                              the outstanding loan balance.

                          (f) Full surrenders while a loan is outstanding: If
                              the Participant requests a full surrender from the
                              vested Individual Account Current Value while a
                              loan is outstanding, one of the following occurs:

                              (1) If the amount of the vested Individual Account
                                  Current Value available for distribution is
                                  sufficient to repay (a) the outstanding loan
                                  balance, plus (b) any applicable Fixed Plus
                                  Account default charge, then that amount,
                                  minus the Loan Account balance, is deducted
                                  from the vested Individual Account Current
                                  Value and the loan is canceled.

                              (2) If the amount of the vested Individual Account
                                  Current Value available for distribution is
                                  not sufficient to repay (a) the outstanding
                                  loan balance, plus (b) any applicable Fixed
                                  Plus Account default charge, then the
                                  surrender amount cannot exceed the vested
                                  Individual Account Current Value, including
                                  the Loan Account, reduced by 125% of the
                                  outstanding loan balance.

                          (g) Electing an Annuity option while a loan is
                              outstanding: Before all or any portion of the
                              vested Individual Account Current Value is applied
                              to an Annuity option, the Participant may repay
                              any outstanding loan balance, or the vested
                              Individual Account Current Value is adjusted as
                              described in (f).

                          (h) Death of the Participant while a loan is
                              outstanding: If a death benefit claim is submitted
                              for an Individual Account with an outstanding
                              loan, the Individual Account Current Value,
                              including the amount of the Loan Account, is
                              reduced by the amount of the outstanding loan
                              balance before the death benefit amount is
                              determined.

                          (i) Loan payment default: If Aetna does not receive a
                              loan payment when due, the defaulted payment is
                              treated as follows:
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<TABLE>
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3.11     Loans (Cont'd):      (1) If the amount of the vested Individual Account
                                  Current Value available for distribution is
                                  sufficient to repay (a) the amount of the
                                  defaulted payment, plus (b) any applicable
                                  Fixed Plus Account default charge, then that
                                  amount is deducted from the vested Individual
                                  Account Current Value.

                              (2) If the amount of the vested Individual Account
                                  Current Value available for distribution is
                                  not sufficient to repay (a) the amount of the
                                  defaulted payment, plus (b) any applicable
                                  Fixed Plus Account default charge, until such
                                  time that the amount due can be distributed,
                                  the Loan Account continues to earn interest,
                                  and interest is charged on the defaulted
                                  payment. At that time, the amount due is
                                  surrendered from the vested Individual Account
                                  Current Value.

3.12     Notice to the    Each year, Aetna will notify the Participant of:
         Participant:
                          (a) The value of any amounts held in:

                              (i)   The Fixed Plus Account (if available),

                              (ii)  The GA Account (if available),

                              (iii) The Fund(s) for the Separate Account;

                          (b) The number of any fund(s) record units;

                          (c) The fund(s) record unit value(s);

                          (d) The amount available for withdrawal; and

                          (e) The Loan Account value.

                          This information will be as of a date no more than
                          sixty (60) days before the date of the notice.

3.13     Manner and       (a) A distribution to a Participant or Beneficiary may
         Timing of            be made in a lump sum, as one of the Distribution
         Distributions:       Options described in Section IV, or as one of the
                              Annuity options in Section V. The Participant or
                              Beneficiary may elect the form of distribution
                              subject to the terms of the Plan. All
                              distributions must satisfy the minimum
                              distribution rules set forth in Code Section
                              401(a)(9).

                          (b) The distribution of benefits from the Employee and
                              Employer Accounts must generally 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.
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<TABLE>
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3.13     Manner and           The entire value of the Individual Account must be
         Timing of            distributed, or distribution must be made over the
         Distributions        life of the Participant, the joint lives of the
         (Cont'd):            Participant and Beneficiary or over a period that
                              does not extend beyond the life expectancy of the
                              Participant or the joint life expectancies of the
                              Participant and Beneficiary.
                          (c) If the Participant does not request commencement
                              of benefits from the Employee and Employer
                              Accounts as described above, Aetna will not be
                              responsible for compliance with the Code Section
                              401(a)(9) minimum distribution requirements or for
                              any adverse tax or other consequences that may
                              result.

3.14     Withdrawal:      (a) The Participant may withdraw any portion or all of
                              an Individual Account Adjusted Current Value and
                              transfer such amount to another investment
                              provider under the Plan. The withdrawal and
                              transfer request must be permitted under the terms
                              of the Plan and submitted in writing to Aetna.

                          (b) Unless the Participant specifies otherwise,
                              partial withdrawals are satisfied by withdrawing
                              amounts on a pro rata basis from each of the
                              investment options in which the Individual Account
                              is invested.

                          (c) When amounts are withdrawn from the GA Account,
                              amounts in Short-Term and Long-Term
                              Classifications are treated as separate investment
                              options and amounts are taken on a pro rata basis.
                              Within a Classification, amounts will be withdrawn
                              starting with the Term still in effect with the
                              oldest Deposit Period.

                          (d) Any amount withdrawn from the Fixed Plus Account
                              will be subject to the limitations in 3.15 and
                              3.16.

3.15     Partial          The amount eligible for partial withdrawal is
         Withdrawal       20% of the Current Value of the amount held in
         from the         the Fixed Plus Account on the day Aetna's Home
         Fixed Plus       Office receives a written request, reduced by
         Account:         any previous Fund Transfer, partial withdrawal
                          or amounts taken as a loan or used to purchase Annuity
                          benefits during the prior 12 months. Aetna reserves
                          the right to include amounts paid under ECO, LEO and
                          SWO for purposes of applying this 20% limit. However,
                          SWO and LEO are unavailable if a Fixed Plus Account
                          Transfer or withdrawal is requested within the current
                          12 month Period.

                          The 20% limit applicable to partial withdrawals from
                          the Fixed Plus Account will be waived under certain
                          conditions and will apply when the partial withdrawal
                          is made on a pro rata basis from all options used
                          under the Participant's Individual Account. (See
                          Contract Schedule I).
</TABLE>

                                       20
<PAGE>

<TABLE>
<S>      <C>              <C>
3.16     Payment of       When Aetna receives a full withdrawal request,
         Fixed Plus       no additional partial withdrawals or Fund
         Account Full     Transfers from the Fixed Plus Account are
         Withdrawal:      permitted during the payout period.  If a full
                          withdrawal is requested, Aetna will pay any Current
                          Value from the Fixed Plus Account in five payments as
                          follows:

                          (a) One-fifth of the Current Value on the day the
                              request is received in good order at Aetna's Home
                              Office, reduced by any amount from the Fixed Plus
                              Account that was transferred, withdrawn or used
                              for a loan or to purchase Annuity benefits during
                              the prior 12 months;

                          (b) One-fourth of the remaining Current Value 12
                              months later;

                          (c) One-third of the remaining Current Value 12 months
                              later;

                          (d) One-half of the remaining Current Value 12 months
                              later; and

                          (e) The balance of the Current Value 12 months later.

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

                          (a) Due to the Participant's death before Annuity
                              benefit payments begin;

                          (b) Used to purchase Annuity benefits;

                          (c) When the amount in the Fixed Plus Account is
                              $3,500 or less and no amount has been withdrawn,
                              transferred, taken as a loan or used to purchase
                              Annuity benefits during the previous 12 months;

                          (d) Due to hardship when the following conditions are
                              met:


                              (1) the withdrawal is due to an employer certified
                                  hardship;

                              (2) the amount withdrawn is paid directly to the
                                  Participant.

                          (e) Due to separation from service provided that:


                              (1) the withdrawal is due to the Participant's
                                  separation from service with the employer;

                              (2) the employer certifies that the Participant
                                  has separated from service;and

                              (3) the amount withdrawn is paid directly to the
                                  Participant.

                          Any full withdrawal from the Fixed Plus Account may be
                          cancelled at any time before the end of the payment
                          period.


3.17     Amount Payable   Aetna will pay any portion of the Individual
         at Death         Account Current Value, to the Beneficiary when:
         (Before
         Annuity          (a) The Participant dies before Annuity payments
         Payments             start; and
         Start):
                          (b) The certified copy of the death certificate is
                              received by Aetna; and

                          (c) A completed and signed election form is submitted
                              to the Home Office. The Beneficiary must be
                              eligible for a distribution under the terms of the
                              Plan.
</TABLE>

                                       21
<PAGE>

<TABLE>
<S>      <C>              <C>
3.17     Amount Payable   The amount payable will be the Current Value of the
         at Death         Individual Account plus aggregate positive MVA, as
         (Before          applicable, on the date the notice of death and the
         Annuity          request for payment are received in good order at
         Payments         Aetna's Home Office.
         Start)(Cont'd):
                          If the Participant dies before distributions begin in
                          accordance with the provisions of Code Section
                          401(a)(9), the entire value of the Account must be
                          distributed by December 31 of the calendar year
                          containing the fifth anniversary of the date of the
                          Participant's death. Alternatively, if the Participant
                          has a designated Beneficiary, payments may be made
                          over the life of the Beneficiary or over a period not
                          extending beyond the life expectancy of the
                          Beneficiary provided distribution to a non-spouse
                          Beneficiary begins by December 31 of the calendar year
                          following the calendar year of the Participant's
                          death. For a spousal Beneficiary, such payments must
                          begin by the later of December 31 of the calendar year
                          of the Participant's death or December 31 of the
                          calendar year in which the Participant would have
                          attained age 70-1/2.

                          If the Participant dies after distributions begin in
                          accordance with the provisions of Code Section
                          401(a)(9), payments to the Beneficiary must be made at
                          least as rapidly as the method of distribution in
                          effect at the time of the Participant's death. If the
                          minimum distribution requirements have been met by
                          partial withdrawals based on the Participant's life
                          expectancy or the joint life expectancies of the
                          Participant and Beneficiary, death benefit payments to
                          the Beneficiary must also satisfy any additional
                          requirements of Code Section 401(a)(9).

                          Amounts in the GA Account will be payable as described
                          in Section 3.06(d).

3.18     Reinstatement:   All or a portion of the proceeds of a full withdrawal
                          of an Individual Account may be reinvested within 30
                          days after the surrender if allowed by law. Any Market
                          Value Adjustment deducted from GA Account withdrawals
                          will not be included in the reinstatement. Amounts
                          will be reinstated among the Fixed Plus Account, GA
                          Account, and the Fund(s) in the same proportion as
                          they were at the time of withdrawal. Any amount
                          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.

                          Amounts attributable to an Aetna GET Fund series will
                          be reinstated to the current Offering Period of the
                          Aetna GET Fund series. If no Aetna GET Fund series
                          Offering Period is available, amounts withdrawn from
                          the Aetna GET Fund series will be allocated, pro rata,
                          among all other investment options in which the
                          Individual Account is invested.

                          A Reinstatement is permitted only once.
</TABLE>

                                       22
<PAGE>

<TABLE>
<CAPTION>
IV.      NON-ANNUITY DISTRIBUTION OPTIONS
- --------------------------------------------------------------------------------
<S>      <C>              <C>
4.01     Distribution     Distribution Options: ECO, LEO and SWO are
         Options:         distribution options under which a portion of
                          the Individual Account Current Value will
                          automatically be surrendered and distributed each
                          calendar year. The distributed amount is withdrawn pro
                          rata from each investment option under the Individual
                          Account. The distributions will be made in accordance
                          with terms of the Plan.

                          Market Value Adjustment: A Market Value Adjustment
                          will not be applied to any portion of the Current
                          Value which is paid under ECO.

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

                          Reservations of Rights: Aetna reserves the right to
                          change the terms of ECO, LEO or SWO for future
                          elections, to discontinue the availability of these
                          options after proper notification, or to make other
                          distribution options available as allowed by the state
                          in which this Contract is delivered. Aetna also
                          reserves the right to allow ECO and LEO payments to be
                          made more frequently than annually.

                          Election and Revocation: The Participant or
                          Beneficiary may elect a distribution option by
                          submitting a completed and signed election form to
                          Aetna's Home Office. However, the elected distribution
                          option must be in accordance with the terms of the
                          Plan.

                          Once elected, the Participant or Beneficiary may
                          revoke the option by submitting a written request to
                          Aetna's Home Office. Any revocation will apply only to
                          amounts not yet paid.

                          Availability of ECO, LEO and SWO: The Participant may
                          elect any one of the following three distribution
                          options, if they are available as an option under the
                          Contract (See Contract Schedule I) and the election is
                          in accordance with the terms of the Plan. The
                          Beneficiary may elect either ECO or SWO, if they are
                          available as an option under the Contract (See
                          Contract Schedule I) and the election is in accordance
                          with the terms of the Plan.

                          An individual who has revoked ECO, LEO or SWO may not
                          subsequently elect that option again, nor may the
                          individual elect another withdrawal option unless
                          permitted under the Code minimum distribution rules.

                          LEO and SWO are not available if there is an
                          outstanding loan under the Individual Account, or if a
                          Fixed Plus Account transfer or surrender has occurred
                          within the prior 12 month period. Payments will cease
                          if a loan is granted while LEO or SWO is in effect.
</TABLE>

                                       23
<PAGE>

<TABLE>
<S>      <C>              <C>
4.01     Distribution     If LEO is in effect and the Participant dies,
         Options          or if ECO or SWO is in effect and the
         (Cont'd):        Participant dies before the required beginning
                          date for minimum distributions, payments will cease. A
                          Beneficiary may elect ECO or SWO provided the election
                          satisfies the Code minimum distribution rules.

                          If ECO or SWO is in effect and the Participant dies
                          after the required beginning date for minimum
                          distributions, payments will continue as permitted
                          under the Code minimum distribution rules, unless
                          revoked.

4.02     Estate           Amount of Distribution: Each year that ECO is
         Conservation     in effect, Aetna will calculate and distribute
         Option (ECO):    an amount equal to the minimum required
                          distribution under the Code. The annual distribution
                          will be determined by dividing the Individual Account
                          Current Value as of December 31 of the year prior to
                          the year for which payment is to be made by a life
                          expectancy factor based on expected return multiples
                          in Table V and VI of Section 1.72-9 of the Income Tax
                          Regulations.

                          The Participant may elect either the single or joint
                          life expectancy factor. If the joint life expectancy
                          factor is elected, the second life must be the
                          Beneficiary under the Plan. If the Beneficiary selects
                          ECO after the Participant's death, only a single life
                          expectancy factor may be used. The life expectancy or
                          joint life expectancy factor will be recalculated each
                          year in accordance with the rules under Code Section
                          401(a)(9).

                          Date of Distribution: The Participant shall specify
                          the initial distribution date. The earliest date is
                          the first day of the calendar year in which the
                          Participant attains age 70-1/2 or retires, if later.
                          If a Beneficiary elects ECO, the earliest date is the
                          date of the Participant's death. Subsequent
                          distribution will be made annually on such date as
                          Aetna may designate or allow.

4.03     Life             Amount of Distribution: Each year that LEO is
         Expectancy       in effect, Aetna will calculate and distribute
         Option (LEO):    an amount determined by dividing the Individual
                          Account Current Value as of December 31 of the year
                          prior to the year for which payment is to be made by a
                          life expectancy factor based on expected return
                          multiples in Table V and VI of Section 1.72-9 of the
                          Income Tax Regulations. Payments will be made each
                          year until the year the Participant attains age
                          70-1/2, or until the Participant dies, if earlier.

                          The Participant may elect either the single or joint
                          life expectancy factor. If the joint life expectancy
                          factor is elected, the second life must be the
                          Beneficiary under the Plan. The life expectancy or
                          joint life expectancy factor will be recalculated each
                          year in accordance with the rules under Code Section
                          401(a)(9), or reduced by one for each calendar year
                          which has elapsed since the life expectancy was first
                          calculated, as elected by the Participant.
</TABLE>

                                       24
<PAGE>

<TABLE>
<S>      <C>              <C>
4.03     Life             Date of Distribution: The Participant shall specify
         Expectancy       the initial distribution date. The earliest date is
         Option (LEO)     the date on which the Participant separates from
         (Cont'd):        service with the employer. Subsequent distribution
                          will be made annually on such date as Aetna may
                          designate or allow.

4.04     Systematic       Amount of Distribution: The Participant may elect one
         Withdrawal       of the three payment methods described below.
         Option (SWO):
                          (1) Specified Payment: Payments of a designated dollar
                              amount. The annual amount may not be greater than
                              the percentage of the Current Value at time of
                              election as shown in Contract Schedule I. This
                              annual dollar amount will remain constant, unless
                              a higher amount is required under Code minimum
                              distribution rules. At its discretion, Aetna may
                              require a minimum initial payment amount; or

                          (2) Specified Period: Payments which are made over a
                              period of time which must be at least the minimum
                              number of years shown in Contract Schedule I. The
                              annual amount paid each year is calculated by
                              dividing the Current Value as of December 31 of
                              the prior year by the number of payment years
                              remaining; or

                          (3) Specified Percentage: Payment of a designated
                              percentage which cannot be greater than the
                              percentage of the Current Value at the time of
                              election as shown in Contract Schedule I. The
                              percentage may be changed by written request.
                              Aetna reserves the right to limit the number of
                              times the percentage may be changed. The annual
                              amount is calculated by multiplying the Current
                              Value as of December 31 of the year prior to the
                              payment by the designated percentage. Payments
                              will be made each year until the year the
                              Participant attains age 70-1/2.

                          Minimum Distribution Requirements: If distributions
                          are made under SWO after payments are required to
                          begin under the minimum distribution requirements of
                          Code Section 401(a)(9), the amount distributed in any
                          year will be increased if required under the Code
                          minimum distribution rules.
</TABLE>

                                       25
<PAGE>

<TABLE>
<S>      <C>              <C>
4.04     Systematic       For this purpose, the minimum required distribution
         Withdrawal       will be determined each year by dividing the
         Option (SWO)     Individual Account Current Value as of December 31 of
         (Cont'd):        the year prior to the year for which payment is to be
                          made by a life expectancy factor, which for the
                          initial distribution year shall be based on either the
                          single life expectancy factor or joint life expectancy
                          factor in Table V or VI of Section 1.72-9 of the
                          Income Tax Regulations, as elected by the Participant.
                          If the joint life expectancy factor is elected, the
                          second life must be the Beneficiary under the Plan. If
                          a Beneficiary elects SWO after the Participant's
                          death, only a single life expectancy factor may be
                          used. Minimum distributions for any subsequent year
                          will be calculated based on such life expectancy
                          factor reduced by one for each calendar year which has
                          elapsed since the life expectancy was first
                          calculated. If the specified period method is elected,
                          the maximum specified period will be limited by the
                          single life expectancy factor or joint life expectancy
                          factor in Table V or VI of Section 1.72-9 of the
                          Income Tax Regulations, as elected by the Participant.
                          If elected by a Beneficiary, only a single life
                          expectancy may be used.

                          Date of Distribution: The Participant shall specify
                          the initial distribution date. The earliest date is
                          the date on which the Participant attains age 59-1/2
                          or age 55, if separated from service with the employer
                          at or after age 55. If a Beneficiary elects SWO, the
                          earliest date is the date of the Participant's death.

                          SWO payments will be made on a monthly, quarterly,
                          semi-annual or annual basis, as elected by the
                          Participant or Beneficiary. If SWO payments are made
                          more frequently than annually, the designated annual
                          amount is divided by the number of payments due each
                          calendar year. Subsequent distribution will be made
                          periodically on such date as Aetna may designate or
                          allow.

<CAPTION>
V. ANNUITY PROVISIONS
- ---------------------------------------------------------------------------

<S>      <C>              <C>
5.01     General          (a) Upon the Participant's total disability,
         Provisions:          acceptance of retirement or separation from
                              service, the Participant has the right to elect an
                              Annuity option. The Participant must transfer any
                              portion of the Current Value held in an Aetna GET
                              Fund series to another investment option before an
                              Annuity option is elected.


                          (b) The Participant may elect an Annuity option by
                              telling Aetna to pay all or any portion of the
                              Individual Account(s) Current Value (minus any
                              applicable premium tax if not previously deducted)
                              as a premium for an Annuity under Option 1, 2, or
                              3 (See 5.02).

                          (c) A completed and signed election form must be
                              submitted to the Home Office. Participant must be
                              eligible for a distribution under the terms of the
                              Plan and the Annuity option chosen must be
                              permitted under the terms of the Plan.
</TABLE>

                                       26
<PAGE>

<TABLE>
<S>      <C>              <C>
5.01     General          (d) Any election of an Annuity option must comply with
         Provisions           the minimum distribution requirements of Code
         (Cont'd):            Section 401(a)(9), including the incidental death
                              benefit rule, and the regulations thereunder. This
                              restriction does not apply if Option 3 is chosen
                              and the second Annuitant is the spouse of the
                              Participant.

                          (e) Once elected, an Annuity option may not be
                              revoked, except for Option 1 when elected on a
                              variable basis.

5.02     Annuity          Option 1 - Payments for a Stated Period of Time
         Options:         - An Annuity will be paid for the number of
                          years chosen (See Contract Schedule II). If payments
                          for this option are made under a variable Annuity, the
                          present value of any remaining payments may be
                          withdrawn at any time.

                          Option 2 - Life Income based on the life of the
                          Annuitant. Payments will be made until the death of
                          the Annuitant. When this option is chosen, a choice of
                          the following must be made:

                          (a) Payments cease at the death of the Annuitant;

                          (b) Payments may be guaranteed for 5-30 years; or

                          (c) Payments may be guaranteed for the amount applied
                              to the Annuity option. If the Annuitant dies prior
                              to the payment of the amount applied to the
                              Annuity option (less any premium tax), any
                              remaining balance will be paid in one sum to the
                              Beneficiary. This option is only available on a
                              fixed basis.

                          Option 3 - Life Income based upon the lives of two
                          Annuitants. 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 of the following must be
                          made:

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

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

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

                          (d) 100% of the payment to continue after the first
                              death with a guarantee of 5-30 years;

                          (e) 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; or

                          (f) 100% of the payment to continue after the first
                              death. Payments are guaranteed for the amount
                              applied to the Annuity option. If both Annuitants
                              die prior to the total payment of the amount
                              applied to the Annuity option (less any premium
                              tax), any remaining balance will be paid in one
                              sum to the Beneficiary. This option is only
                              available on a fixed basis.
</TABLE>

                                       27
<PAGE>

<TABLE>
<S>      <C>              <C>
5.02     Annuity          If a fixed Annuity option is chosen under
         Options          Option 1, Option 2 (a) or (b) or Option 3 (a)
         (Cont'd):        or (d), then the Participant may elect a
                          payment increase of 1, 2 or 3%, compounded annually.
                          An election of such a payment increase will result in
                          an adjustment of the policy guarantees by an
                          actuarially equivalent payment factor.

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

                          5.03 Payments: (a) Upon written direction from the
                              Contract Holder, Aetna will pay Annuity benefits
                              directly to the Participant and as payor, Aetna
                              will be responsible for withholding any applicable
                              federal or state taxes and reporting such sums and
                              filing any related forms with the Internal Revenue
                              Service and/or to any applicable state taxing
                              authorities.

                          (b) Generally, the first Annuity payment must be made
                              by April 1 of the calendar year following the year
                              in which the Participant turns age 70-1/2 or
                              retires, if later.

                          (c) Payments will be made on a monthly basis unless
                              the Participant requests otherwise. If payments
                              are made on a quarterly, semi-annual or annual
                              basis, Aetna will calculate an actuarially
                              equivalent payment factor.

                          (d) No choice of any Annuity option may be made if the
                              first payment would be less than $50 per month or
                              if the total payments in a year would be less than
                              $250.

                          (e) For purposes of calculating the guaranteed first
                              payment of a variable Annuity or the payments for
                              a fixed Annuity, the Annuitant's and second
                              Annuitant's adjusted age will be used.

                              The Annuitant's and second Annuitant's adjusted
                              age is his or her age as of the birthday closest
                              to the Annuity commencement date reduced by one
                              year for Annuity commencement dates occurring
                              during the period of time from July 1, 1992
                              through December 31, 1999. The Annuitant's and
                              second Annuitant's age will be reduced by two
                              years for Annuity commencement dates occurring
                              during the period of time from January 1, 2000
                              through December 31, 2009. The Annuitant's and
                              second Annuitant's age will be reduced by one
                              additional year for Annuity commencement dates
                              occurring in each succeeding decade.

                          (f) If a Fixed Annuity under Option 1, 2 or 3 is
                              elected, Aetna will use the applicable current
                              settlement option rates if these will provide
                              higher fixed Annuity payments.
</TABLE>


                                       28
<PAGE>

<TABLE>
<S>      <C>              <C>
5.04     Investment       (a) When an Annuity option is chosen the Participant
         Option:              must designate whether the Annuity will be fixed
                              or variable and whether the underlying investment
                              will be:

                              (1) The General Account;

                              (2) One or more of the available Fund(s) ; or

                              (3) A combination of (1) and (2).

                          If a fixed Annuity is chosen, the Annuity purchase
                          rate for the option chosen reflects at least the
                          Minimum Guaranteed Interest Rate (See Contract
                          Schedule II), but may reflect a higher
                          interest rate.

                          If a variable Annuity is chosen, the initial Annuity
                          payment for the option chosen reflects the Assumed
                          Annual Net Return Rate elected (See Contract Schedule
                          II). The Assumed Annual Net Return Rate is the
                          interest rate used to determine the amount of the
                          first Annuity payment under a variable Annuity. The
                          Separate Account must earn this rate plus enough to
                          cover the mortality and expense risk charges (which
                          may include profit) (at the annual rate shown on
                          Contract Schedule II) and a daily administrative
                          charge if future variable Annuity payments are to
                          remain level.

5.05     Fund Annuity     The number of Fund(s) annuity units is based on
         Units:           the amount of the first variable Annuity
                          payment which is equal to:

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

                          Such amount, or portion, of the variable payment will
                          be divided by the appropriate Fund(s) Annuity unit
                          value (See 5.06) on the tenth Valuation Date before
                          the due date of the first payment to determine the
                          number of each Fund Annuity units. The number of each
                          Fund Annuity units remains fixed. Each future payment
                          is equal to the sum of the products of each Fund
                          Annuity unit value multiplied by the appropriate
                          number of Units. The Fund Annuity unit value on the
                          tenth Valuation Date prior to the due date of the
                          payment is used.

5.06     Fund Annuity     For any Valuation Date, a Fund(s) Annuity unit
         Unit Value:      value is equal to:

                          (a) The value for the previous Valuation Date;
                              multiplied by

                          (b) The Annuity net return factor(s) (See 5.07) for
                              the Period; multiplied by

                          (c) A factor to reflect the assumed annual net return
                              rate. (See Contract Schedule II).

                          The dollar value of a Fund Annuity unit and Annuity
                          payments may go up or down due to investment gain or
                          loss. Payments shall not be changed due to changes in
                          the mortality or expense results or administrative
                          charges.
</TABLE>

                                       29
<PAGE>

<TABLE>
<S>      <C>              <C>
5.07     Fund Annuity     The Annuity net return factor(s) are used to
         Net Return       compute all Separate Account Annuity payments
         Factor:          for any Fund.

                          The Annuity net return factor(s) for each Fund is
                          equal to 1.0000000 plus the net return rate.

                          The net return rate is equal to:

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

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

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

                          (d) The total value of the Fund(s) record units and
                              Fund(s) Annuity units of the Separate Account at
                              the start of the Valuation Period; minus

                          (e) A daily charge for Annuity mortality and expense
                              risks, which may include a profit, (at the annual
                              rate as shown on Contract Schedule II), and a
                              daily administrative charge.

                          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.

5.08     Fund Transfers   At the request of the Contract Holder or the
         During the       Participant if the Contract Holder has directed
         Annuity Period:  Aetna to accept such a request from the
                          Participant, all or any portion of the Current Value
                          may be transferred from any variable Fund to any other
                          allowable Fund. Aetna reserves the right to allow no
                          more than four Funds to be selected at any one time.
                          Fund Transfers will be processed as of the Valuation
                          Date next following when a transfer request is
                          received in good order at Aetna's Home Office. The
                          maximum number of allowable transfers (during the
                          Annuity period) in a calendar year is shown on
                          Contract Schedule II.

                          Fund Transfer requests must be expressed as a
                          percentage of each Fund's allocation to the Annuity
                          payment. Aetna may establish a minimum transfer
                          amount.

5.09     Death Benefit:   Upon the death of the Annuitant(s), any
                          remaining guaranteed payments will continue to
                          the Beneficiary unless the Beneficiary elects
                          to receive the present value of any remaining
                          guaranteed payments in a lump sum.  Such
                          payments will be paid at least as rapidly as
                          under the method of distribution then in
                          effect.  If the Beneficiary dies while
                          receiving payments, the present value of any
                          remaining guaranteed payments will be paid in
                          one sum to the Beneficiary's estate.
</TABLE>

                                       30
<PAGE>

<TABLE>
<S>      <C>              <C>
5.09     Death Benefit    The interest rate used to determine the first
         (Cont'd):        Annuity payment will be used to calculate the
                          present value. The present value will be determined as
                          of the Valuation Period in which proof of death
                          acceptable to Aetna and a request for payment is
                          received at Aetna's Home Office.
</TABLE>

                                       31
<PAGE>

                                    OPTION 1

                      Payments for a Stated Period of Time

                    Amount of Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

<TABLE>
<CAPTION>
- -------------------------- ------------------------ ----------------------- ------------------------
                                   Monthly                                          Monthly
          Years                    Payment                  Years                   Payment
- -------------------------- ------------------------ ----------------------- ------------------------
           <S>                    <C>                         <C>                   <C>
            5                     17.91                       18                    5.96
            6                     15.14                       19                    5.73
            7                     13.16                       20                    5.51
            8                     11.68                       21                    5.32
            9                     10.53                       22                    5.15
           10                      9.61                       23                    4.99
           11                      8.86                       24                    4.84
           12                      8.24                       25                    4.71
           13                      7.71                       26                    4.59
           14                      7.26                       27                    4.47
           15                      6.87                       28                    4.37
           16                      6.53                       29                    4.27
           17                      6.23                       30                    4.18
- -------------------------- ------------------------ ----------------------- ------------------------
</TABLE>

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.5%

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

                                       32
<PAGE>

                                    OPTION 1

                      Payments for a Stated Period of Time

                    Amount of Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

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

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

                                       33
<PAGE>

                                    OPTION 2

                                   Life Income

                    Amount of Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

                Payments Guaranteed for a Stated Period of Years

<TABLE>
<CAPTION>
- ------------------- --------------- --------------- -------------- --------------- --------------- ---------------
   Adjusted
    Age of               None             5              10              15              20           Cash
  Annuitant                                                                                          Refund
- ------------------- --------------- --------------- -------------- --------------- --------------- ---------------
        <S>           <C>             <C>             <C>            <C>              <C>             <C>
        50            $ 4.05          $ 4.05          $ 4.03         $ 3.99           $ 3.93          $ 3.89
        51              4.12            4.11            4.09           4.05             3.99            3.94
        52              4.19            4.19            4.16           4.11             4.04            4.00
        53              4.27            4.26            4.23           4.18             4.10            4.06
        54              4.35            4.34            4.31           4.25             4.16            4.12

        55              4.44            4.42            4.39           4.32             4.22            4.19
        56              4.53            4.51            4.47           4.40             4.29            4.26
        57              4.62            4.61            4.56           4.48             4.35            4.33
        58              4.72            4.71            4.65           4.56             4.42            4.41
        59              4.83            4.81            4.75           4.64             4.49            4.49

        60              4.95            4.93            4.86           4.73             4.55            4.57
        61              5.07            5.05            4.97           4.83             4.62            4.66
        62              5.20            5.17            5.08           4.92             4.69            4.76
        63              5.34            5.31            5.20           5.02             4.76            4.85
        64              5.49            5.45            5.33           5.12             4.83            4.96

        65              5.65            5.61            5.47           5.22             4.89            5.06
        66              5.82            5.77            5.61           5.33             4.96            5.18
        67              6.01            5.94            5.75           5.44             5.02            5.30
        68              6.20            6.13            5.91           5.54             5.08            5.42
        69              6.41            6.33            6.07           5.65             5.14            5.56

        70              6.64            6.54            6.23           5.76             5.19            5.70
        71              6.88            6.76            6.41           5.86             5.24            5.84
        72              7.14            7.00            6.59           5.97             5.28            6.00
        73              7.43            7.26            6.77           6.06             5.32            6.16
        74              7.73            7.53            6.96           6.16             5.35            6.33

        75              8.06            7.82            7.14           6.25             5.38            6.51
- ------------------- --------------- --------------- -------------- --------------- --------------- ---------------
</TABLE>

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

                                       34
<PAGE>

                                    OPTION 2

                                   Life Income

                    Amount of Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

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

                Payments Guaranteed for a Stated Period of Years

<TABLE>
<CAPTION>
- ------------------- --------------- --------------- -------------- --------------- ---------------
     Adjusted
 Age of Annuitant        None             5              10              15              20
- ------------------- --------------- --------------- -------------- --------------- ---------------
        <S>            <C>             <C>             <C>            <C>             <C>
        50             $ 4.34          $ 4.34          $ 4.31         $ 4.27          $ 4.22
        51               4.41            4.40            4.38           4.33            4.27
        52               4.48            4.47            4.45           4.40            4.32
        53               4.56            4.55            4.52           4.46            4.38
        54               4.64            4.63            4.59           4.53            4.44

        55               4.72            4.71            4.67           4.60            4.50
        56               4.81            4.80            4.75           4.67            4.56
        57               4.91            4.89            4.84           4.75            4.62
        58               5.01            4.99            4.93           4.83            4.69
        59               5.12            5.10            5.03           4.92            4.75

        60               5.23            5.21            5.13           5.00            4.82
        61               5.36            5.33            5.24           5.09            4.88
        62               5.49            5.45            5.35           5.19            4.95
        63               5.63            5.59            5.47           5.28            5.02
        64               5.78            5.73            5.60           5.38            5.08

        65               5.94            5.89            5.73           5.48            5.15
        66               6.11            6.05            5.87           5.58            5.21
        67               6.29            6.22            6.02           5.69            5.27
        68               6.49            6.41            6.17           5.79            5.33
        69               6.70            6.60            6.33           5.90            5.38

        70               6.92            6.81            6.49           6.00            5.43
        71               7.17            7.04            6.66           6.10            5.48
        72               7.43            7.27            6.84           6.20            5.52
        73               7.71            7.53            7.02           6.30            5.55
        74               8.02            7.80            7.20           6.39            5.59

        75               8.35            8.08            7.38           6.48            5.62
- ------------------- --------------- --------------- -------------- --------------- ---------------
</TABLE>

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

                                       35
<PAGE>

                                    OPTION 2

                                   Life Income

                    Amount of Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

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

                Payments Guaranteed for a Stated Period of Years

<TABLE>
<CAPTION>
- ------------------- --------------- --------------- -------------- --------------- ---------------
     Adjusted
 Age of Annuitant        None             5              10              15              20
- ------------------- --------------- --------------- -------------- --------------- ---------------
        <S>            <C>             <C>             <C>            <C>             <C>
        50             $ 5.26          $ 5.25          $ 5.22         $ 5.17          $ 5.11
        51               5.33            5.32            5.28           5.23            5.15
        52               5.40            5.38            5.34           5.29            5.20
        53               5.47            5.45            5.41           5.35            5.26
        54               5.54            5.53            5.48           5.41            5.31

        55               5.63            5.61            5.56           5.47            5.36
        56               5.71            5.69            5.63           5.54            5.42
        57               5.80            5.78            5.72           5.61            5.47
        58               5.90            5.88            5.81           5.69            5.53
        59               6.01            5.98            5.90           5.77            5.59

        60               6.12            6.09            6.00           5.85            5.65
        61               6.24            6.21            6.10           5.93            5.71
        62               6.37            6.33            6.21           6.02            5.77
        63               6.51            6.46            6.33           6.11            5.83
        64               6.66            6.60            6.45           6.20            5.89

        65               6.82            6.75            6.57           6.30            5.95
        66               6.99            6.91            6.71           6.39            6.01
        67               7.17            7.08            6.85           6.49            6.06
        68               7.36            7.27            6.99           6.59            6.12
        69               7.57            7.46            7.15           6.69            6.17

        70               7.80            7.67            7.30           6.78            6.21
        71               8.05            7.89            7.47           6.88            6.25
        72               8.31            8.13            7.64           6.97            6.29
        73               8.59            8.38            7.81           7.06            6.33
        74               8.90            8.64            7.99           7.15            6.36

        75               9.23            8.93            8.16           7.23            6.38
- ------------------- --------------- --------------- -------------- --------------- ---------------
</TABLE>

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


                                       36
<PAGE>

                                    OPTION 3

                         Life Income for Two Annuitants

                    Amount of Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

<TABLE>
<CAPTION>
- -------------------------------- -------------- ------------ -------------- -------------- --------------- ----------------
          Adjusted Ages
- --------------------------------                                               Option 3d
                    Second                                                     10 Years
    Annuitant      Annuitant        Option 3a     Option 3b     Option 3c     Guaranteed     Option 3e        Option 3f
- --------------- ---------------- -------------- ------------ -------------- -------------- --------------- ----------------
       <S>            <C>           <C>            <C>          <C>            <C>            <C>             <C>
       55             50            $ 3.69         $ 4.05       $ 4.27         $ 3.69         $ 4.03          $ 3.69
       55             55              3.88           4.25         4.47           3.87           4.14            3.87
       55             60              3.99           4.44         4.71           3.98           4.20            3.98

       60             55              3.99           4.44         4.71           3.98           4.42            3.98
       60             60              4.24           4.71         4.99           4.23           4.57            4.23
       60             65              4.38           4.97         5.32           4.38           4.65            4.38

       65             60              4.38           4.97         5.32           4.38           4.93            4.38
       65             65              4.72           5.33         5.70           4.71           5.14            4.72
       65             70              4.93           5.68         6.15           4.91           5.27            4.91

       70             65              4.93           5.68         6.15           4.91           5.66            4.91
       70             70              5.40           6.21         6.70           5.36           5.96            5.38
       70             75              5.69           6.68         7.32           5.62           6.13            5.66

       75             70              5.69           6.68         7.32           5.62           6.67            5.66
       75             75              6.37           7.45         8.15           6.23           7.12            6.33
       75             80              6.78           8.11         8.99           6.54           7.36            6.71
- --------------- ---------------- -------------- ------------ -------------- -------------- --------------- ----------------
</TABLE>

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

                                       37
<PAGE>

                                    OPTION 3

                         Life Income for Two Annuitants

                    Amount of Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

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

<TABLE>
<CAPTION>
- ----------------------------------- ---------------- --------------- ---------------- ---------------- ---------------
          Adjusted Ages
- -----------------------------------                                                      Option 3d
                       Second                                                            10 Years
    Annuitant         Annuitant        Option 3a       Option 3b        Option 3c       Guaranteed       Option 3e
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
       <S>               <C>            <C>              <C>             <C>              <C>              <C>
       55                50             $ 3.97           $ 4.35          $ 4.56           $ 3.97           $ 4.31
       55                55               4.16             4.54            4.76             4.15             4.42
       55                60               4.27             4.73            5.00             4.26             4.48

       60                55               4.27             4.73            5.00             4.26             4.70
       60                60               4.51             4.99            5.27             4.50             4.84
       60                65               4.66             5.25            5.61             4.65             4.93

       65                60               4.66             5.25            5.61             4.65             5.22
       65                65               4.99             5.61            5.99             4.98             5.42
       65                70               5.19             5.97            6.44             5.17             5.54

       70                65               5.19             5.97            6.44             5.17             5.93
       70                70               5.67             6.49            6.99             5.62             6.23
       70                75               5.95             6.96            7.61             5.87             6.40

       75                70               5.95             6.96            7.61             5.87             6.95
       75                75               6.64             7.73            8.43             6.48             7.40
       75                80               7.04             8.39            9.29             6.79             7.64
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
</TABLE>

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

                                       38
<PAGE>

                                    OPTION 3

                         Life Income for Two Annuitants

                    Amount of Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

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

<TABLE>
<CAPTION>
- ----------------------------------- ---------------- --------------- ---------------- ---------------- ---------------
          Adjusted Ages
- -----------------------------------                                                      Option 3d
                       Second                                                            10 Years
    Annuitant         Annuitant        Option 3a       Option 3b        Option 3c       Guaranteed       Option 3e
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
       <S>               <C>            <C>              <C>             <C>              <C>              <C>
       55                50             $ 4.88           $ 5.26          $ 5.48           $ 4.88           $ 5.23
       55                55               5.04             5.44            5.66             5.04             5.32
       55                60               5.15             5.63            5.91             5.14             5.38

       60                55               5.15             5.63            5.91             5.14             5.59
       60                60               5.37             5.87            6.16             5.37             5.72
       60                65               5.52             6.14            6.51             5.51             5.80

       65                60               5.52             6.14            6.51             5.51             6.10
       65                65               5.83             6.49            6.87             5.82             6.29
       65                70               6.04             6.84            7.34             6.00             6.41

       70                65               6.04             6.84            7.34             6.00             6.81
       70                70               6.49             7.35            7.87             6.44             7.08
       70                75               6.77             7.84            8.51             6.68             7.25

       75                70               6.77             7.84            8.51             6.68             7.81
       75                75               7.45             8.60            9.33             7.27             8.25
       75                80               7.86             9.28           10.20             7.57             8.49
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
</TABLE>

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

                                       39
<PAGE>

- --------------------------------------------------------------------------------
                                  [Aetna logo]

                    Aetna Life Insurance and Annuity Company
                       Home Office: 151 Farmington Avenue
                           Hartford, Connecticut 06156
                                 (800) 525-4225


                     Individual Combination Annuity Contract
                                Nonparticipating
- --------------------------------------------------------------------------------

ALL PAYMENTS AND VALUES PROVIDED BY THIS ANNUITY CONTRACT, WHEN BASED ON
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED
AS TO FIXED DOLLAR AMOUNT. THIS CONTRACT CONTAINS A MARKET VALUE ADJUSTMENT
FORMULA. APPLICATION OF A MARKET VALUE ADJUSTMENT MAY RESULT IN EITHER AN
INCREASE OR DECREASE IN THE CURRENT VALUE. THE MARKET VALUE ADJUSTMENT FORMULA
DOES NOT APPLY TO A GUARANTEED TERM AT THE TIME OF ITS MATURITY.

I-CDA-98(ORP)


                                Exhibit 99-B.4.36

                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

The Contract and Certificate are hereby endorsed as follows:

I. The following provisions apply to amounts attributable to Net Contributions
made to the Contract on or after the effective date of this endorsement.

     1.  In the section entitled Fixed Plus Account in Contract Schedule I:

         Replace the Minimum Guaranteed Interest Rate provision with the
         following:

         Minimum Guaranteed Interest Rate:

              3% (effective annual rate of return).

     2. Replace the Full Withdrawal provision with the following:

         Full Withdrawal:

              The Payment of Fixed Plus Account Full Withdrawal provision will
              be waived when the withdrawal is:

              a)  Due to the Participant's death before Annuity payments begin
                  and request for payment is received within [six (6)] months
                  after the Participant's date of death;

              b)  Used to purchase Annuity benefits;

              c)  Made when the amount in the Fixed Plus Account is $3,500 or
                  less and no amount has been surrendered, transferred, taken as
                  a loan or used to purchase Annuity benefits during the prior
                  12 months;

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

                  1)  the hardship is certified by the employer;

                  2)  the amount is paid directly to Participant; and

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

              e)  Due to separation from service with the employer, provided
                  that:

                  1)  the employer certifies that the Participant separated from
                      service;

                  2)  the amount is withdrawn within one year from separation
                      from service or, if withdrawn after one year from
                      separation from service, the amount withdrawn is paid
                      directly the Participant; and

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

II. All amounts transferred or allocated to the Fixed Plus Account on or after
the effective date of this endorsement will be subject to the Fixed Plus Account
rules applicable to amounts attributable to Net Contributions made to the
Contract on or after that date.

E3FXPL97
<PAGE>

III. One Time Election with Respect to Existing Fixed Plus Account Values.

         a. During the [three (3)] month period beginning on the effective date
            of this endorsement, Participants will have a one-time opportunity
            to elect, by giving notice to Aetna, to have all amounts held in the
            Fixed Plus Account be subject to the Fixed Plus Account rules
            applicable to amounts attributable to Net Contributions made to the
            Contract on or after the effective date of this endorsement.
            Participants who make the election described in the preceding
            sentence will not be entitled to be credited, beginning on the tenth
            anniversary of their Individual Account, with an interest rate that
            is higher than the then-declared rate for Individual Accounts before
            the tenth anniversary on any amounts held in the Fixed Plus Account.
            An election made pursuant to this provision may not be revoked.

         b. For Participants who do not make the election allowed under
            paragraph III (a) above, amounts attributable to their balances in
            the Fixed Plus Account on the effective date of this endorsement
            will remain subject to the rules described in the Contract (without
            giving effect to paragraph (I) of this endorsement) until such time
            as they are transferred to another investment option or withdrawn.


Endorsed and made a part of the Contract and Certificate effective on the date,
after any required state approval, as of which it is issued by Aetna.

                                              /s/ Dan Kearney


                                Exhibit 99-B.4.37

                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

The Contract and Certificate are hereby endorsed as follows:

I.       The following provisions apply only to Individual Accounts established
         with Net Contributions from exchanged Aetna contracts.

         1.     The Guaranteed Interest Rate section of the Specifications is
                replaced with the following:

                There is a guaranteed interest rate for Contributions(s) held in
                the Fixed Plus Account, the Fixed Account and the GA Account
                (see Contract Schedule I).

         2.     Where Aetna is the exclusive Plan provider, the Contract Holder
                does not have a choice of a Transfer Credit or reduced charges
                to the Separate Account, as stated in the Transfer Credit
                Endorsement made a part of this contract. Only the Transfer
                Credit option applies for exchanged Aetna contracts.

                Transfer Credit will be applied to Transferred Assets deposited
                into an exchanged contract which are transferred into an
                acquired contract, as well as to Transferred Assets deposited
                into an acquired contract up until the one year anniversary of
                the first Net Contribution to the exchanged contract.

         3.     Add the following section to Contract Schedule I:

         Fixed Account
         -----------------------------------------------------------------------

              Minimum Guaranteed Interest Rate:

                  3% (effective annual rate of return).

         4.     Replace the section entitled Separate Account and GA Account
                under Contract Schedule I with the following:

         Separate Account, Fixed Account and GA Account
         -----------------------------------------------------------------------

              Withdrawal Fee:

                  For each withdrawal from an Individual Account, the Withdrawal
                  Fee will vary according to the number of purchase payment
                  cycles completed for the Individual Account being surrendered.
                  The number and amount of purchase payments to be made in a
                  cycle is chosen by the Participant. A purchase payment cycle
                  is completed when this chosen number and amount of purchase
                  payments have been made. The number of purchase payment cycles
                  completed may not be greater than the number of whole years
                  since the Individual Account was established under this or any
                  other exchanged Aetna contract. The number of purchase payment
                  cycles completed equals the total number completed under this
                  contract and under other Aetna contracts from which Net
                  Contributions to this Contract have been transferred from
                  (exchanged contracts). For each withdrawal, the fee will be
                  as follows:

<TABLE>
<CAPTION>
                  Number of Purchase Payment Cycles Completed                Withdrawal Fee
                  <S>                                                              <C>
                  Fewer than 5                                                     5%

                  5 or more, but fewer than 7                                      4%

                  7 or more, but fewer than 9                                      3%

                  9 or more, but fewer than 10                                     2%

                  10 or more                                                       0%
</TABLE>

                                        1
EINRP97
<PAGE>

                  For each withdrawal from an Individual Account maintained
                  pursuant to a lump-sum payment, the Withdrawal Fee will vary
                  according to the period of time between the Effective Date of
                  the Individual Account under your previous exchanged Aetna
                  contract and the date of withdrawal as follows:

<TABLE>
<CAPTION>
                  If Period of Time is                                       Withdrawal Fee
                  <S>                                                              <C>
                  Fewer than 5 years                                               5%

                  5 or more, but fewer than 6 years                                4%

                  6 or more, but fewer than 7 years                                3%

                  7 or more, but fewer than 8 years                                2%

                  8 or more, but fewer than 9 years                                1%

                  9 or more years                                                  0%
</TABLE>

                  The withdrawal fee will not be deducted from any portion of
                  the Individual Account Current Value which is paid:

                  - Due to the Participant's death before Annuity payments
                    begin;

                  - Used to purchase Annuity benefits;

                  - Due to the election of the Estate Conservation Option (ECO)
                    or the Systematic Withdrawal Option (SWO) (see Section IV);

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

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

                  - To relieve a Participant's "financial hardship," as may be
                    allowed for Annuity contracts under Section 403(b) of the
                    Code or other applicable Internal Revenue Service rules or
                    regulations; or

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

                  - The Withdrawal Fee will never exceed 8-1/2% of the total
                    Contributions made to the Individual Account.

         5.     Replace the section entitled Separate Account, GA Account, and
                the Fixed Plus Account with the following:

         Separate Account, GA Account, Fixed Account and Fixed Plus Account
         -----------------------------------------------------------------------

              Transfers:

                  An unlimited number of Transfers may be made during the
                  Accumulation Period.

              Maintenance Fee:

                  An annual Maintenance Fee may be charged, as determined by the
                  value of total assets held by Aetna under this Contract and
                  other Aetna contracts of the same class, on each anniversary
                  date of this Contract. The Maintenance Fee may go up or down
                  each year. Where applicable, the Maintenance Fee will be
                  charged for each Participant in the Contract.

                                        2
<PAGE>

<TABLE>
<CAPTION>
                           Total Assets          Maintenance Fee
                  --------------------------     ---------------
                  <S>            <C>                   <C>
                     Less than     $500,000            $15.00

                       500,000 -  1,000,000            $15.00

                     1,000,001 -  5,000,000             $0.00

                     5,000,001 - 15,000,000             $0.00

                  Greater than   15,000,000             $0.00
</TABLE>

                  Initial charges will be based on Aetna's estimated year end
                  asset level for the Contract Holder.

              Systematic Withdrawal Option (SWO):

                  The Specified Payment or Specified Percentage may not be
                  greater than 20% of the Individual Account's Current Value at
                  the time of election. The Specified Period may not be less
                  than 5 years.

              Loan Interest Rate:

                  a)  Plans subject to ERISA: a Loan Interest Rate is set on the
                      first business day of each month. For each loan, the
                      initial Loan Interest Rate is equal to the Monthly Average
                      Corporates for the calendar month beginning two months
                      before the calendar month in which the Loan Effective Date
                      occurs. The initial Loan Interest Rate is effective for a
                      period of not less than three months and not more than one
                      year. The period is specified in the loan agreement. For
                      each period, the Loan Interest Rate is adjusted if the new
                      rate is at least 0.5% higher or lower than the previous
                      rate. The Participant will receive reasonable notification
                      of any change to the Loan Interest Rate.

                  b)  Plans not subject to ERISA: 6% on an annual basis.

                  See Section I. - DEFINITIONS for explanations.

         6.     Replace the section entitled Annuity Option 2 under Contract
                Schedule II with the following:

                Annuity Option 1:

                  For amounts invested in the Fixed Account, GA Account or one
                  or more of the Fund(s), the number of years must be at least
                  five (5) and not more than thirty (30) and the Annuity may be
                  a Fixed or Variable Annuity.

                  For amounts invested in the Fixed Plus Account, the number of
                  years must be at least five (5) and not more than thirty (30)
                  and the Annuity must be a Fixed Annuity.

         7. Add the following Definition:

            Fixed Account:

                  An accumulation option with a guaranteed minimum interest rate
                  shown on the Contract Schedule I. Aetna may credit a higher
                  rate which is not guaranteed.

         8. Replace the definition entitled Current Value with the following:

            Current Value:

                  For an Individual Account, the Current Value is the total of:

                  a)  The amount, if any, in the Fixed Plus Account, with
                      interest earned to date;

                  b)  The amount, if any, in the GA Account, with interest
                      earned to date;

                  c)  The amount, if any in the Fixed Account, with interest
                      earned to date; and

                  d)  The value of all Fund Record Units, if any, as of the most
                      recent Valuation Period; plus

                  e)  Any amount due to experience credits; less

                  f)  Any Maintenance Fee(s) due.

                                        3
<PAGE>

         9. Replace the definition entitled Transfer with the following:

            Transfer:

                  The movement of invested amounts among the available Fund(s),
                  the Fixed Plus Account, the Fixed Account and the GA Account
                  during the Accumulation Period.

         10. Replace the section entitled Net Contributions with the following:

             Net Contribution(s):

                  The Net Contribution equals the actual Contribution less any
                  applicable premium tax. Generally, Aetna will deduct the
                  premium tax when Annuity benefits are purchased (See Section
                  V). If Aetna determines that under applicable state law, it
                  must pay a premium tax when the Contribution is received, or
                  at any other time, it may deduct the tax at that time. The Net
                  Contribution(s) may be allocated among the following
                  investment options:

                  a)  The Fixed Plus Account; and

                  b)  The current Deposit Period(s) for Guaranteed Terms under
                      the GA Account; and

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

                  The Fixed Account is an investment option available only for
                  Net Contributions previously allocated to the Fixed Account
                  under Aetna contracts that are exchanged into this Contract.

                  The Contract Holder must tell Aetna the percentage of all Net
                  Contributions to allocate to one or more of the investment
                  options. The Contract Holder or, if permitted by the Contract
                  Holder, the Participant may change the allocation of future
                  Net Contributions at any time, without charge. Aetna reserves
                  the right to require a minimum Contribution amount per
                  Individual Account.

         11. Replace the section entitled Transfer(s) with the following:

             Transfer(s):

                  Before an Annuity option is elected, all or any portion of the
                  Adjusted Current Value of the Individual Account may be
                  transferred from any Fund, or the GA Account:

                  a)  To any other allowable Fund; or

                  b)  To the Fixed Plus Account; or

                  c)  To any Guaranteed Term of the GA Account with a different
                      classification available in the current Deposit Period.

                  No Transfers will be allowed into the Fixed Account.

                  Transfer requests can be submitted as a percentage or as a
                  dollar amount. Aetna may establish a minimum transfer amount.
                  Within a Guaranteed Term classification, the amount
                  transferred will be withdrawn from the oldest Deposit Period,
                  then from the next oldest, and so on until the amount
                  requested is satisfied.

                  Amounts applied to Guaranteed Terms of the GA Account may not
                  be transferred to the Funds, the Fixed Plus Account or to
                  another Guaranteed Term during the Deposit Period or 90 days
                  after the close of the Deposit Period except for Matured Term
                  Value(s) during the calendar month following the Term's
                  Maturity Date.

                  Transfers from Guaranteed Terms of the GA Account are subject
                  to the MVA provisions of 3.08.

                  Each Calendar year, 10% of the Current Value held in the Fixed
                  Account may be transferred to any Fund(s) and/or to the GA
                  Account's then-current Deposit Period. Such transfer will be
                  without charge and will not be allowed under an Annuity
                  Option. Transfers will be permitted to the Fixed Plus Account
                  without regard to these limitations. At its discretion, Aetna
                  may allow Contract Holders to transfer a larger percentage
                  and/or take multiple transfers in a calendar year. If Aetna so
                  allows, Aetna reserves the right to reinstate the transfer
                  limitations without notice.

                                        4
<PAGE>

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

                  The Contract Holder, or Participant if authorized in writing
                  by the Contract Holder, may make an unlimited number of
                  Transfers during the Accumulation Period.

         12. Replace the section entitled Notice to the Contract Holder with the
             following:

             Notice to the Contract Holder:

                  Each year, Aetna will notify the Contract Holder of:

                  a) The value of any amounts held in:

                     1)  The Fixed Plus Account,

                     2)  The GA Account,

                     3)  The Fixed Account,

                     4)  The Fund(s) for the Separate Account;

                  b) The number of any Fund Record units;

                  c) The Fund Record unit value(s);

                  d) The Loan Account balance; and

                  e) The amount available for withdrawal.

                  This information will be as of a date no more than sixty (60)
                  days before the date of the notice.

         13. Replace the section entitled Withdrawal Value with the following:

             Withdrawal Value:

                  After deduction of the Maintenance Fee (if any), the amount
                  payable by Aetna upon the withdrawal of any portion of an
                  Individual Account from the Fund(s), the Fixed Account or the
                  GA Account shall be reduced by a Withdrawal Fee, if
                  applicable. The Withdrawal Fee will be in accordance with the
                  Withdrawal Fee table in Contract Schedule I.

                  No Withdrawal Fee is deducted from any portion of the Current
                  Value which is paid from the Fixed Plus Account.

                  For a partial or full withdrawal from any Individual Account,
                  Aetna must receive written direction from the Contract Holder
                  on a form acceptable to Aetna. If the Contract is subject to
                  ERISA, this direction must include certification that all of
                  the REA waiver and spousal consent requirements have been
                  satisfied. Aetna may defer payment of the withdrawal value
                  until appropriate Contract Holder certification is received.

         14. Replace the section entitled Withdrawal Fee Applicable to Funds and
             GA Account with the following:

             Withdrawal Fee Applicable to Funds, the Fixed Account and GA
             Account:

                  A Withdrawal Fee (Deferred Sales Charge) may apply to
                  withdrawals from the GA Account, the Fixed Account and/or
                  Funds. For each withdrawal, the withdrawal fee will be
                  determined as shown on Contract Schedule I.

                                        5
<PAGE>

                  During each rolling 12 month period, up to 20% of the Current
                  Value in the Fixed Plus Account may be withdrawn as a partial
                  surrender. This 20% limit is reduced by any amount(s)
                  transferred, taken as a loan or used to purchase an Annuity
                  during the 12 month period. The 20% limit applicable to
                  partial surrenders from the Fixed Plus Account will be waived
                  when the partial surrender is due to one of the conditions set
                  forth in Contract Schedule I. The waiver will apply provided
                  the partial surrender is taken pro rata from the Fixed Plus
                  Account, the GA Account, and the Fund(s). Aetna reserves the
                  right to include amounts paid under the ECO and SWO provisions
                  for purposes of applying the 20% limit. However, the SWO
                  provision is not available if the Contract Holder on behalf of
                  the Participant requested a Fixed Plus Account Transfer or
                  surrender within the current 12 month period.

         15. Replace the fourth sentence of the section entitled Reinstatement
             with the following:

                  Amounts will be reinstated among the Fixed Plus Account, the
                  GA Account, the Fixed Account and/or the Fund(s) for the
                  Separate Account in the same proportion as they were at the
                  time of withdrawal.

         16. Replace a) under the section entitled Estate Conservation Option
             with the following:

                  a)  With the Estate Conservation Option (ECO) a portion of the
                      Individual Account Current Value is automatically
                      surrendered and distributed each year without incurring a
                      Withdrawal Fee. Each payment will be withdrawn from the
                      Individual Account in the same proportion as assets are
                      held in the Funds, the GA Account, the Fixed Account and
                      the Fixed Plus Account on the date the payment is made.

         17. Replace a) under the section entitled Systematic Withdrawal Option
             with the following:

                  a)  With the Systematic Withdrawal Option (SWO) a portion of
                      the Individual Account Current Value is automatically
                      distributed each year without incurring a Withdrawal Fee.
                      A SWO payment will be calculated on the Individual
                      Account's Current Value. Each payment will be withdrawn
                      from the Individual Account in the same proportion as
                      assets are held in the Funds, the GA Account, the Fixed
                      Account and the Fixed Plus Account on the date the payment
                      is made. SWO payments may not be elected if a loan is
                      outstanding under an Individual Account.

II.      The following provisions apply to amounts attributable to Net
         Contributions made to the Contract on or after the Contract effective
         date:

         1.  In the section entitled Fixed Plus Account in Contract Schedule I:

             Replace the Minimum Guaranteed Interest Rate provision with the
             following:

             Minimum Guaranteed Interest Rate:

                  3% (effective annual rate of return).

         2.  Replace the Full Withdrawal provision with the following:

             Full Withdrawal:

                  The Payment of Fixed Plus Account Full Withdrawal provision
                  will be waived when the withdrawal is:

                  a)  Due to the Participant's death before Annuity payments
                      begin and request for payment is received within six (6)
                      months after the Participant's date of death;

                  b)  Used to purchase Annuity benefits;

                  c)  When the amount in the Fixed Plus Account is $3,500 or
                      less and no amount has been surrendered, transferred,
                      taken as a loan or used to purchase Annuity benefits
                      during the prior 12 months;

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

                      1)  the hardship is certified by the employer;

                                        6
<PAGE>

                      2)  the amount is paid directly to the Participant; and

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

                  e)  Due to separation from service with the employer, provided
                      that:

                      1)  the employer certifies that the Participant has
                          separated from service;

                      2)  the amount is withdrawn within one year from
                          separation from service or, if withdrawn after one
                          year from separation from service, the amount
                          withdrawn is paid directly to the Participant; and

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

III.     All amounts transferred or allocated to the Fixed Plus Account on or
         after the Contract effective date will be subject to the Fixed Plus
         Account rules applicable to amounts attributable to Net Contributions
         made to the Contract on or after that date.

IV.      One-time election for Individual Accounts established with Net
         Contributions from exchanged Aetna Contracts.

                  a)  During the three (3) month period beginning on the
                      Contract effective date, Participants will have a one-time
                      opportunity to elect, by giving notice to Aetna, to have
                      all amounts held in the Fixed Plus Account be subject to
                      the Fixed Plus Account rules applicable to amounts
                      attributable to Net Contributions made to the Contract on
                      or after the Contract effective date. Participants who
                      make the election described in the preceding sentence will
                      not be entitled to be credited, beginning on the tenth
                      anniversary of the effective date of their Individual
                      Account, with an interest rate that is higher than the
                      then declared rate for Individual Accounts before the
                      tenth anniversary on any amounts held in the Fixed Plus
                      Account. An election made pursuant to this provision may
                      not be revoked.

                  b)  For Participants who do not make the election allowed
                      under IV(a) above, amounts attributable to their balances
                      in the Fixed Plus Account on the Contract effective date
                      will remain subject to the rules described in the Contract
                      (without giving effect to Part II of this endorsement)
                      until such time as they are transferred to another
                      investment option or withdrawn.

V.       In the Annuity Provisions section:

            Add the following to the Choices provision:

                  c)  At the request of the Owner, all or any portion of the
                      amount allocated to a Fund may be transferred from any
                      Fund to any other allowable Fund. During the Annuity
                      period, the maximum number of allowable transfers in a
                      calendar year is four. Aetna reserves the right to change
                      the number of allowable transfers.

                      Transfer requests must be expressed as a percentage of the
                      allocation among the Funds of the amount upon which the
                      Variable Annuity will be based. Aetna may establish a
                      minimum transfer amount. Transfers will be processed as of
                      the Valuation Date next following the date when a transfer
                      request is received in good order at Aetna's Home Office.

         Revise paragraph e) under the Choices provision as follows:

                  e)  Once elected, an Annuity option may not be revoked, except
                      for option 1 when elected on a variable basis.

         Replace paragraph a) under Terms of Annuity Options with the following:

                  No choice of any Annuity option may be made if the first
                  payment would be less than $50 or if the total payments in a
                  year would be less than $250.

                                        7
<PAGE>

         Replace the last sentence in paragraph b) under Terms of Annuity
         Options with the following:

                  The Annuity rates for options 2 and 3 are based on mortality
                  from 1983 Table a.

         Replace the first sentence in the Death Provision with the following:

                  When an Annuitant dies under options 2 and 3, the present
                  value of any remaining guaranteed payments will be paid in one
                  sum or payments will continue at the direction of the Contract
                  Holder, in accordance with the Plan.

         Delete the last paragraph in the Death Provision.

         Replace the Annuity Options provision with the following:

                  Annuity Options:

                  The Contract Holder may direct Aetna to make payments
                  according to one of the following options.

                  Option 1 -- Payments for a Stated Period of Time -- An Annuity
                  will be paid for 5 to 30 years.

                  If payments for this option are made under a Variable Annuity,
                  the present value of any remaining payments may be withdrawn
                  at any time. If a withdrawal is requested prior to the minimum
                  number of years specified on Contract Schedule II, it will be
                  subject to any withdrawal fee, if applicable (see Contract
                  Schedule I).

                  Option 2 -- Life Income Based on the Life of the Annuitant -
                  Payments will be made until the death of the Annuitant. When
                  this option is chosen, a choice from the following must be
                  made:

                  a)  payments cease at the death of the Annuitant;

                  b)  payments may be guaranteed for 5 - 30 years; or

                  c)  cash refund: if the Annuitant dies, the beneficiary will
                      receive a lump sum payment equal to the amount applied to
                      the Annuity option (less any premium tax) less the total
                      amount of Fixed Annuity payments paid prior to such death.
                      This cash refund feature is only available if the total
                      amount applied to the Annuity option is allocated to a
                      Fixed Annuity.

                  Option 3 -- Life Income Based Upon the Lives of Two Annuitants
                  - An Annuity will be paid during the lives of the Annuitant
                  and a joint Annuitant. Payments will continue until both
                  Annuitants have died. When this option is chosen, a choice of
                  the following must be made:

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

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

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

                  d)  100% of the payment to continue after the first death with
                      a guarantee of 5 - 30 years;

                  e)  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; or

                  f)  100% of the payment to continue after the first death with
                      a cash refund feature. If the Annuitant and joint
                      Annuitant die, the beneficiary will receive a lump sum
                      payment equal to the amount applied to the Annuity option
                      (less any premium tax) less the total amount of Fixed
                      Annuity payments paid prior to such death. This cash
                      refund feature is only available if the total amount
                      applied to the Annuity option is allocated to a Fixed
                      Annuity.

              If a Fixed Annuity is chosen under option 1, option 2 a) or b) or
              option 3 a) or d), the Participant may elect an annual increase of
              one, two or three percent compounded annually.

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

              Replace the tables at the end of the Annuity Provisions section of
              the Contract and Certificate with the following tables:

                                        8
<PAGE>

                                    OPTION 1

                      Payments for a Stated Period of Time

                    Amount of Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

<TABLE>
<CAPTION>
- ---------- -------------- ------------ ------------------
              Monthly                         Monthly
  Years       Payment         Years           Payment
- ---------- -------------- ------------ ------------------
   <S>          <C>            <C>             <C>
    5           17.91          18              5.96
    6           15.14          19              5.73
    7           13.16          20              5.51
    8           11.68          21              5.32
    9           10.53          22              5.15
   10            9.61          23              4.99
   11            8.86          24              4.84
   12            8.24          25              4.71
   13            7.71          26              4.59
   14            7.26          27              4.47
   15            6.87          28              4.37
   16            6.53          29              4.27
   17            6.23          30              4.18
- ---------- -------------- ------------ ------------------
</TABLE>

                                        9
<PAGE>

                                    OPTION 1

                      Payments for a Stated Period of Time

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

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

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

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

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


                                       10
<PAGE>

                                    OPTION 2

                                   Life Income

                    Amount of Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

                Payments Guaranteed for a Stated Period of Years

<TABLE>
<CAPTION>
- ------------- ----------- ------------ ------------ ------------ ---------- -----------
  Adjusted
   Age of         None           5           10           15          20          Cash
  Annuitant                                                                     Refund
- ------------- ----------- ------------ ------------ ------------ ---------- -----------
     <S>         <C>          <C>          <C>          <C>         <C>          <C>
     50          $4.05        $4.05        $4.03        $3.99       $3.93        $3.89
     51           4.12         4.11         4.09         4.05        3.99         3.94
     52           4.19         4.19         4.16         4.11        4.04         4.00
     53           4.27         4.26         4.23         4.18        4.10         4.06
     54           4.35         4.34         4.31         4.25        4.16         4.12

     55           4.44         4.42         4.39         4.32        4.22         4.19
     56           4.53         4.51         4.47         4.40        4.29         4.26
     57           4.62         4.61         4.56         4.48        4.35         4.33
     58           4.72         4.71         4.65         4.56        4.42         4.41
     59           4.83         4.81         4.75         4.64        4.49         4.49

     60           4.95         4.93         4.86         4.73        4.55         4.57
     61           5.07         5.05         4.97         4.83        4.62         4.66
     62           5.20         5.17         5.08         4.92        4.69         4.76
     63           5.34         5.31         5.20         5.02        4.76         4.85
     64           5.49         5.45         5.33         5.12        4.83         4.96

     65           5.65         5.61         5.47         5.22        4.89         5.06
     66           5.82         5.77         5.61         5.33        4.96         5.18
     67           6.01         5.94         5.75         5.44        5.02         5.30
     68           6.20         6.13         5.91         5.54        5.08         5.42
     69           6.41         6.33         6.07         5.65        5.14         5.56

     70           6.64         6.54         6.23         5.76        5.19         5.70
     71           6.88         6.76         6.41         5.86        5.24         5.84
     72           7.14         7.00         6.59         5.97        5.28         6.00
     73           7.43         7.26         6.77         6.06        5.32         6.16
     74           7.73         7.53         6.96         6.16        5.35         6.33

     75           8.06         7.82         7.14         6.25        5.38         6.51
- ------------- ----------- ------------ ------------ ------------ ---------- -----------
</TABLE>

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

                                       11
<PAGE>

                                    OPTION 2

                                   Life Income

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

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

                Payments Guaranteed for a Stated Period of Years

<TABLE>
<CAPTION>
- --------------- ----------- ------------ ---------- --------- ---------------
  Adjusted
   Age of           None           5          10         15           20
  Annuitant
- --------------- ----------- ------------ ---------- --------- ---------------
     <S>           <C>          <C>         <C>        <C>          <C>
     50            $4.34        $4.34       $4.31      $4.27        $4.22
     51             4.41         4.40        4.38       4.33         4.27
     52             4.48         4.47        4.45       4.40         4.32
     53             4.56         4.55        4.52       4.46         4.38
     54             4.64         4.63        4.59       4.53         4.44

     55             4.72         4.71        4.67       4.60         4.50
     56             4.81         4.80        4.75       4.67         4.56
     57             4.91         4.89        4.84       4.75         4.62
     58             5.01         4.99        4.93       4.83         4.69
     59             5.12         5.10        5.03       4.92         4.75

     60             5.23         5.21        5.13       5.00         4.82
     61             5.36         5.33        5.24       5.09         4.88
     62             5.49         5.45        5.35       5.19         4.95
     63             5.63         5.59        5.47       5.28         5.02
     64             5.78         5.73        5.60       5.38         5.08

     65             5.94         5.89        5.73       5.48         5.15
     66             6.11         6.05        5.87       5.58         5.21
     67             6.29         6.22        6.02       5.69         5.27
     68             6.49         6.41        6.17       5.79         5.33
     69             6.70         6.60        6.33       5.90         5.38

     70             6.92         6.81        6.49       6.00         5.43
     71             7.17         7.04        6.66       6.10         5.48
     72             7.43         7.27        6.84       6.20         5.52
     73             7.71         7.53        7.02       6.30         5.55
     74             8.02         7.80        7.20       6.39         5.59

     75             8.35         8.08        7.38       6.48         5.62
- --------------- ----------- ------------ ---------- --------- ---------------
</TABLE>

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

                                       12
<PAGE>

                                    OPTION 2

                                   Life Income

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

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

                Payments Guaranteed for a Stated Period of Years

<TABLE>
<CAPTION>
- --------------- ----------- ----------- ----------- --------- --------
   Adjusted
    Age of          None          5          10        15         20
   Annuitant
- --------------- ----------- ----------- ----------- --------- --------
      <S>          <C>         <C>        <C>        <C>        <C>
      50           $5.26       $5.25      $ 5.22     $5.17      $5.11
      51            5.33        5.32        5.28      5.23       5.15
      52            5.40        5.38        5.34      5.29       5.20
      53            5.47        5.45        5.41      5.35       5.26
      54            5.54        5.53        5.48      5.41       5.31

      55            5.63        5.61        5.56      5.47       5.36
      56            5.71        5.69        5.63      5.54       5.42
      57            5.80        5.78        5.72      5.61       5.47
      58            5.90        5.88        5.81      5.69       5.53
      59            6.01        5.98        5.90      5.77       5.59

      60            6.12        6.09        6.00      5.85       5.65
      61            6.24        6.21        6.10      5.93       5.71
      62            6.37        6.33        6.21      6.02       5.77
      63            6.51        6.46        6.33      6.11       5.83
      64            6.66        6.60        6.45      6.20       5.89

      65            6.82        6.75        6.57      6.30       5.95
      66            6.99        6.91        6.71      6.39       6.01
      67            7.17        7.08        6.85      6.49       6.06
      68            7.36        7.27        6.99      6.59       6.12
      69            7.57        7.46        7.15      6.69       6.17

      70            7.80        7.67        7.30      6.78       6.21
      71            8.05        7.89        7.47      6.88       6.25
      72            8.31        8.13        7.64      6.97       6.29
      73            8.59        8.38        7.81      7.06       6.33
      74            8.90        8.64        7.99      7.15       6.36

      75            9.23        8.93        8.16      7.23       6.38
- --------------- ----------- ----------- ----------- --------- --------
</TABLE>

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

                                       13
<PAGE>

                                    OPTION 3

                         Life Income for Two Annuitants

                    Amount of Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

<TABLE>
<CAPTION>
- --------------------------- ---------- ---------- ---------- -----------  ---------- ----------
     Adjusted Ages
- --------------------------                                     Option 3d
Annuitant       Second       Option 3a  Option 3b  Option 3c  10 Years    Option 3e   Option 3f
               Annuitant                                      Guaranteed
- ------------ -------------- ---------- ---------- ---------- -----------  ---------- ----------
   <S>            <C>           <C>        <C>        <C>         <C>        <C>        <C>
   55             50            $3.69      $4.05      $4.27       $3.69      $4.03      $3.69
   55             55             3.88       4.25       4.47        3.87       4.14       3.87
   55             60             3.99       4.44       4.71        3.98       4.20       3.98

   60             55             3.99       4.44       4.71        3.98       4.42       3.98
   60             60             4.24       4.71       4.99        4.23       4.57       4.23
   60             65             4.38       4.97       5.32        4.38       4.65       4.38

   65             60             4.38       4.97       5.32        4.38       4.93       4.38
   65             65             4.72       5.33       5.70        4.71       5.14       4.72
   65             70             4.93       5.68       6.15        4.91       5.27       4.91

   70             65             4.93       5.68       6.15        4.91       5.66       4.91
   70             70             5.40       6.21       6.70        5.36       5.96       5.38
   70             75             5.69       6.68       7.32        5.62       6.13       5.66

   75             70             5.69       6.68       7.32        5.62       6.67       5.66
   75             75             6.37       7.45       8.15        6.23       7.12       6.33
   75             80             6.78       8.11       8.99        6.54       7.36       6.71
- ------------ -------------- ---------- ---------- ---------- -----------  ---------- ----------
</TABLE>

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

                                       14
<PAGE>

                                    OPTION 3

                         Life Income for Two Annuitants

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

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

<TABLE>
<CAPTION>
- ----------------------------- ------------- ----------------- ----------------- ---------------- -----------------
        Adjusted Ages
- -------------- --------------                                                      Option 3d
 Annuitant          Second    Option 3a        Option 3b         Option 3c         10 Years         Option 3e
                  Annuitant                                                       Guaranteed
- -------------- -------------- ------------- ----------------- ----------------- ---------------- -----------------
    <S>               <C>       <C>               <C>               <C>              <C>               <C>
    55                50        $3.97             $4.35             $4.56            $3.97             $4.31
    55                55         4.16              4.54              4.76             4.15              4.42
    55                60         4.27              4.73              5.00             4.26              4.48

    60                55         4.27              4.73              5.00             4.26              4.70
    60                60         4.51              4.99              5.27             4.50              4.84
    60                65         4.66              5.25              5.61             4.65              4.93

    65                60         4.66              5.25              5.61             4.65              5.22
    65                65         4.99              5.61              5.99             4.98              5.42
    65                70         5.19              5.97              6.44             5.17              5.54

    70                65         5.19              5.97              6.44             5.17              5.93
    70                70         5.67              6.49              6.99             5.62              6.23
    70                75         5.95              6.96              7.61             5.87              6.40

    75                70         5.95              6.96              7.61             5.87              6.95
    75                75         6.64              7.73              8.43             6.48              7.40
    75                80         7.04              8.39              9.29             6.79              7.64
- -------------- -------------- ------------- ----------------- ----------------- ---------------- -----------------
</TABLE>

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

                                       15
<PAGE>

                                    OPTION 3

                         Life Income for Two Annuitants

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

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

<TABLE>
<CAPTION>
- ----------------------------- ---------------- ----------------- ----------------- ---------------- -------------
         Adjusted Ages
- -----------------------------                                                        Option 3d
  Annuitant          Second      Option 3a        Option 3b         Option 3c         10 Years         Option 3e
                   Annuitant                                                         Guaranteed
- --------------- ------------- ---------------- ----------------- ----------------- ---------------- -------------
     <S>               <C>        <C>               <C>               <C>              <C>               <C>
     55                50         $4.88             $5.26             $5.48            $4.88             $5.23
     55                55          5.04              5.44              5.66             5.04              5.32
     55                60          5.15              5.63              5.91             5.14              5.38

     60                55          5.15              5.63              5.91             5.14              5.59
     60                60          5.37              5.87              6.16             5.37              5.72
     60                65          5.52              6.14              6.51             5.51              5.80

     65                60          5.52              6.14              6.51             5.51              6.10
     65                65          5.83              6.49              6.87             5.82              6.29
     65                70          6.04              6.84              7.34             6.00              6.41

     70                65          6.04              6.84              7.34             6.00              6.81
     70                70          6.49              7.35              7.87             6.44              7.08
     70                75          6.77              7.84              8.51             6.68              7.25

     75                70          6.77              7.84              8.51             6.68              7.81
     75                75          7.45              8.60              9.33             7.27              8.25
     75                80          7.86              9.28             10.20             7.57              8.49
- --------------- ------------- ---------------- ----------------- ----------------- ---------------- -------------
</TABLE>

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

                                       16
<PAGE>

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

                             /s/ Thomas J. McInerney
                                 ---------------------------------
                                 Thomas J. McInerney
                                 President


                                       17


                                Exhibit 99-B.4.38

                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

The Contract and Certificate are hereby endorsed as follows:

I. The following provisions apply only to Individual Accounts established with
Net Contributions from exchanged Aetna contracts.

         1. The Guaranteed Interest Rate section of the Specifications is
replaced with the following:

         There is a guaranteed interest rate for Contributions(s) held in the
Fixed Plus Account, the Fixed Account and the GA Account (see Contract Schedule
I).

         2. Where Aetna is the exclusive Plan provider, the Contract Holder does
not have a choice of a Transfer Credit or reduced charges to the Separate
Account, as stated in the Transfer Credit Endorsement made a part of this
contract. Only the Transfer Credit option applies for exchanged Aetna contracts.

         Transfer Credit will be applied to Transferred Assets deposited into an
exchanged contract which are transferred into an acquired contract, as well as
to Transferred Assets deposited into an acquired contract up until the one year
anniversary of the first Net Contribution to the exchanged contract.

         3. Add the following section to Contract Schedule I:

    Fixed Account
- --------------------------------------------------------------------------------

         Minimum Guaranteed Interest Rate:

               3% (effective annual rate of return).

         4. Replace the section entitled Separate Account and GA Account under
Contract Schedule I with the following:

    Separate Account, Fixed Account and GA Account
- --------------------------------------------------------------------------------

         Withdrawal Fee:

              For each withdrawal from an Individual Account, the Withdrawal Fee
              will vary according to the number of purchase payment cycles
              completed for the Individual Account being surrendered. The number
              and amount of purchase payments to be made in a cycle is chosen by
              the Participant. A purchase payment cycle is completed when this
              chosen number and amount of purchase payments have been made. The
              number of purchase payment cycles completed may not be greater
              than the number of whole years since the Individual Account was
              established under this or any other exchanged Aetna contract. The
              number of purchase payment cycles completed equals the total
              number completed under this contract and under other Aetna
              contracts from which Net Contributions to this Contract have been
              transferred from (exchanged contracts). For each withdrawal, the
              fee will be as follows:
<PAGE>

<TABLE>
<CAPTION>
              Number of Purchase Payment Cycles Completed                       Withdrawal Fee
              <S>                                                                       <C>
              Fewer than 5                                                              5%

              5 or more, but fewer than 7                                               4%

              7 or more, but fewer than 9                                               3%

              9 or more, but fewer than 10                                              2%

              10 or more                                                                0%
</TABLE>

              For each withdrawal from an Individual Account maintained pursuant
              to a lump-sum payment, the Withdrawal Fee will vary according to
              the period of time between the Effective Date of the Individual
              Account under your previous exchanged Aetna contract and the date
              of withdrawal as follows:

   EINRV97
<PAGE>

<TABLE>
<CAPTION>
              If Period of Time is                                              Withdrawal Fee
              <S>                                                                       <C>
              Fewer than 5 years                                                        5%

              5 or more, but fewer than 6 years                                         4%

              6 or more, but fewer than 7 years                                         3%

              7 or more, but fewer than 8 years                                         2%

              8 or more, but fewer than 9 years                                         1%

              9 or more years                                                           0%
</TABLE>

              The withdrawal fee will not be deducted from any portion of the
              Individual Account Current Value which is paid:

              [bullet] Due to the Participant's death before Annuity payments
                       begin;

              [bullet] Used to purchase Annuity benefits;

              [bullet] Due to the election of the Estate Conservation Option
                       (ECO) or the Systematic Withdrawal Option (SWO) (see
                       Section IV);

              [bullet] In an amount equal to or less than 10% of the Individual
                       Account Current Value, as part of the first partial
                       withdrawal request in a calendar year to a Participant
                       who is at least age 59-1/2 and less than 70-1/2. The
                       Individual Account Current Value is calculated as of the
                       date the partial withdrawal request is received in good
                       order at Aetna's Home Office. Any outstanding loans from
                       the Individual Account are excluded when calculating the
                       Individual Account Current Value. This provision does not
                       apply to partial withdrawal due to loan defaults made
                       from the Individual Account and does not apply to full
                       withdrawal requests. This provision may not be exercised
                       if SWO is elected;

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

              [bullet] To relieve a Participant's "financial hardship," as may
                       be allowed for Annuity contracts under Section 403(b) of
                       the Code or other applicable Internal Revenue Service
                       rules or regulations; or

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

              [bullet] The Withdrawal Fee will never exceed 8-1/2% of the total
                       Contributions made to the Individual Account.

         5. Replace the section entitled Separate Account, GA Account, and the
Fixed Plus Account with the following:

Separate Account, GA Account, Fixed Account and Fixed Plus Account
- --------------------------------------------------------------------------------

            Transfers:

              An unlimited number of Transfers may be made during the
              Accumulation Period.

            Maintenance Fee:

              An annual Maintenance Fee may be charged, as determined by the
              value of total assets held by Aetna under this Contract and other
              Aetna contracts of the same class, on each anniversary date of
              this Contract. The Maintenance Fee may go up or down each year.
              Where applicable, the Maintenance Fee will be charged for each
              Participant in the Contract.
<PAGE>

<TABLE>
<CAPTION>
                            Total Assets                  Maintenance Fee
                ------------------------------------ ---------------------------

                       <S>             <C>                    <C>
                       Less than       $500,000               $15.00

                         500,000  -   1,000,000               $15.00

                       1,000,001  -   5,000,000                $0.00

                       5,000,001  -  15,000,000                $0.00

                    Greater than     15,000,000                $0.00

</TABLE>
              Initial charges will be based on Aetna's estimated year end asset
              level for the Contract Holder.

            Systematic Withdrawal Option (SWO):

              The Specified Payment or Specified Percentage may not be greater
              than 20% of the Individual Account's Current Value at the time of
              election. The Specified Period may not be less than 5 years.

            Loan Interest Rate:

              a)  Plans subject to ERISA: a Loan Interest Rate is set on the
                  first business day of each month. For each loan, the initial
                  Loan Interest Rate is equal to the Monthly Average Corporates
                  for the calendar month beginning two months before the
                  calendar month in which the Loan Effective Date occurs. The
                  initial Loan Interest Rate is effective for a period of not
                  less than three months and not more than one year. The period
                  is specified in the loan agreement. For each period, the Loan
                  Interest Rate is adjusted if the new rate is at least 0.5%
                  higher or lower than the previous rate. The Participant will
                  receive reasonable notification of any change to the Loan
                  Interest Rate.

              b)  Plans not subject to ERISA: 6% on an annual basis.

              See Section I. - DEFINITIONS for explanations.

         6. Replace the section entitled Annuity Option 2 under Contract
            Schedule II with the following:

            Annuity Option 1:

              For amounts invested in the Fixed Account, GA Account or one or
              more of the Fund(s), the number of years must be at least five (5)
              and not more than thirty (30) and the Annuity may be a Fixed or
              Variable Annuity.

              For amounts invested in the Fixed Plus Account, the number of
              years must be at least five (5) and not more than thirty (30) and
              the Annuity must be a Fixed Annuity.

         7. Add the following Definition:

            Fixed Account:

              An accumulation option with a guaranteed minimum interest rate
              shown on the Contract Schedule I. Aetna may credit a higher rate
              which is not guaranteed.

         8. Replace the definition entitled Current Value with the following:

            Current Value:

              For an Individual Account, the Current Value is the total of:

              a)  The amount, if any, in the Fixed Plus Account, with interest
                  earned to date;

              b)  The amount, if any, in the GA Account, with interest earned to
                  date;
<PAGE>

              c)  The amount, if any, in the Fixed Account, with interest earned
                  to date; and

              d)  The value of all Fund Record Units, if any, as of the most
                  recent Valuation Period; plus

              e)  Any amount due to experience credits; less

              f)  Any Maintenance Fee(s) due.

        9. Replace the definition entitled Transfer with the following:

            Transfer:

              The movement of invested amounts among the available Fund(s), the
              Fixed Plus Account, the Fixed Account and the GA Account during
              the Accumulation Period.

         10. Replace the section entitled Net Contributions with the following:

            Net Contribution(s):

              The Net Contribution equals the actual Contribution less any
              applicable premium tax. Generally, Aetna will deduct the premium
              tax when Annuity benefits are purchased (See Section V). If Aetna
              determines that under applicable state law, it must pay a premium
              tax when the Contribution is received, or at any other time, it
              may deduct the tax at that time. The Net Contribution(s) may be
              allocated among the following investment options:

              a)  The Fixed Plus Account; and

              b)  The current Deposit Period(s) for Guaranteed Terms under the
                  GA Account; and

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

              The Fixed Account is an investment option available only for Net
              Contributions previously allocated to the Fixed Account under
              Aetna contracts that are exchanged into this Contract.

              The Participant must tell Aetna the percentage of all Net
              Contributions to allocate to one or more of the investment
              options. The Participant may change the allocation of future Net
              Contributions at any time, without charge. Aetna reserves the
              right to require a minimum Contribution amount per Individual
              Account.

         11.  Replace the section entitled Transfer(s) with the following:

              Transfer(s):

              Before an Annuity option is elected, all or any portion of the
              Adjusted Current Value of the Individual Account may be
              transferred from any Fund, or the GA Account:

              a)  To any other allowable Fund; or

              b)  To the Fixed Plus Account; or

              c)  To any Guaranteed Term of the GA Account with a different
                  classification available in the current Deposit Period.

              No Transfers will be allowed into the Fixed Account.

              Transfer requests can be submitted as a percentage or as a dollar
              amount. Aetna may establish a minimum transfer amount. Within a
              Guaranteed Term classification, the amount transferred will be
              withdrawn from the oldest Deposit Period, then from the next
              oldest, and so on until the amount requested is satisfied.

              Amounts applied to Guaranteed Terms of the GA Account may not be
              transferred to the Funds, the Fixed Plus Account or to another
              Guaranteed Term during the Deposit Period or 90 days after the
              close of the Deposit Period except for Matured Term Value(s)
              during the calendar month following the Term's Maturity Date.

              Transfers from Guaranteed Terms of the GA Account are subject to
              the MVA provisions of 3.08.

              Each Calendar year, 10% of the Current Value held in the Fixed
              Account may be transferred to any Fund(s) and/or to the GA
              Account's then-current Deposit Period. Such transfer will be
              without charge and will not be allowed under an Annuity Option.
              Transfers will be permitted to the Fixed Plus
<PAGE>

              Account without regard to these limitations. At its discretion,
              Aetna may allow Contract Holders to transfer a larger percentage
              and/or take multiple transfers in a calendar year. If Aetna so
              allows, Aetna reserves the right to reinstate the transfer
              limitations without notice.

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

              The Participant may make an unlimited number of Transfers during
              the Accumulation Period.

         12.  Replace the section entitled Notice to the Participant with the
         following:

              Notice to the Participant:

              Each year, Aetna will notify the Participant of:

              a)  The value of any amounts held in:

                  1)  The Fixed Plus Account,

                  2)  The GA Account,

                  3)  The Fixed Account,

                  4)  The Fund(s) for the Separate Account;

              b)  The number of any Fund record units;

              c)  The Fund record unit Value(s);

              d)  The Loan Account balance; and

              e)  The amount available for withdrawal.

              This information will be as of a date no more than sixty (60) days
              before the date of the notice.

         13. Replace the section entitled Withdrawal Value with the following:

            Withdrawal Value:

              After deduction of the Maintenance Fee (if any), the amount
              payable by Aetna upon the withdrawal of any portion of an
              Individual Account from the Fund(s), the Fixed Account or the GA
              Account shall be reduced by a Withdrawal Fee, if applicable. The
              Withdrawal Fee will be in accordance with the Withdrawal Fee table
              in Contract Schedule I.

              No Withdrawal Fee is deducted from any portion of the Current
              Value which is paid from the Fixed Plus Account.

              For a partial or full withdrawal from any Individual Account,
              Aetna must receive written direction from the Participant on a
              form acceptable to Aetna. Aetna may defer payment of the
              withdrawal value until appropriate certification is received.

         14. Replace the section entitled Withdrawal Fee Applicable to Funds and
         GA Account with the following:

            Withdrawal Fee Applicable to Funds, the Fixed Account and GA
            Account:

              A Withdrawal Fee (Deferred Sales Charge) may apply to withdrawals
              from the GA Account, the Fixed Account and/or Funds. For each
              withdrawal, the withdrawal fee will be determined as shown on
              Contract Schedule I.

              During each rolling 12-month period, up to 20% of the Current
              Value in the Fixed Plus Account may be withdrawn as a partial
              surrender. This 20% limit is reduced by any amount(s) transferred,
              taken as a
<PAGE>

              loan or used to purchase an Annuity during the 12 month
              period. The 20% limit applicable to partial surrenders from the
              Fixed Plus Account will be waived when the partial surrender is
              due to one of the conditions set forth in Contract Schedule I. The
              waiver will apply provided the partial surrender is taken pro-rata
              from the Fixed Plus Account, the GA Account, and the Fund(s).
              Aetna reserves the right to include amounts paid under the ECO and
              SWO provisions for purposes of applying the 20% limit. However,
              the SWO provision is not available if the Participant requested a
              Fixed Plus Account Transfer or surrender within the current 12
              month period.

         15. Replace the fourth sentence of the section entitled Reinstatement
         with the following:

              Amounts will be reinstated among the Fixed Plus Account, the GA
              Account, the Fixed Account and/or the Fund(s) for the Separate
              Account in the same proportion as they were at the time of
              withdrawal.

         16. Replace a) under the section entitled Estate Conservation Option
         with the following:

              a)  With the Estate Conservation Option (ECO) a portion of the
                  Individual Account Current Value is automatically surrendered
                  and distributed each year without incurring a Withdrawal Fee.
                  Each payment will be withdrawn from the Individual Account in
                  the same proportion as assets are held in the Funds, the GA
                  Account, the Fixed Account and the Fixed Plus Account on the
                  date the payment is made.

         17. Replace a) under the section entitled Systematic Withdrawal Option
         with the following:

              a)  With the Systematic Withdrawal Option (SWO) a portion of the
                  Individual Account Current Value is automatically distributed
                  each year without incurring a Withdrawal Fee. A SWO payment
                  will be calculated on the Individual Account's Current Value.
                  Each payment will be withdrawn from the Individual Account in
                  the same proportion as assets are held in the Funds, the GA
                  Account, the Fixed Account and the Fixed Plus Account on the
                  date the payment is made. SWO payments may not be elected if a
                  loan is outstanding under an Individual Account.

II. The following provisions apply to amounts attributable to Net Contributions
made to the Contract on or after the Contract effective date:

              1.  In the section entitled Fixed Plus Account in Contract
              Schedule I:

                  Replace the Minimum Guaranteed Interest Rate provision with
                  the following:

                  Minimum Guaranteed Interest Rate:

                      3% (effective annual rate of return).

              2.  Replace the Full Withdrawal provision with the following:

                  Full Withdrawal:

                      The Payment of Fixed Plus Account Full Withdrawal
                      provision will be waived when the withdrawal is:

                      a)  Due to the Participant's death before Annuity payments
                          begin and request for payment is received within six
                          (6) months after the Participant's date of death;

                      b)  Used to purchase Annuity benefits;

                      c)  When the amount in the Fixed Plus Account is $3,500 or
                          less and no amount has been surrendered, transferred,
                          taken as a loan or used to purchase Annuity benefits
                          during the prior 12 months;

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

                          1)  the hardship is certified by the employer;

                          2)  the amount is paid directly to you; and
<PAGE>

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

                      e)  Due to separation from service with the employer,
                          provided that:

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

                          2)  the amount is withdrawn within one year from
                              separation from service or, if withdrawn after one
                              year from separation from service, the amount
                              withdrawn is paid directly to you; and

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

III. All amounts transferred or allocated to the Fixed Plus Account on or after
the Contract effective date will be subject to the Fixed Plus Account rules
applicable to amounts attributable to Net Contributions made to the Contract on
or after that date.

IV. One-time election for Individual Accounts established with Net Contributions
from exchanged Aetna Contracts.

              a)  During the [three (3)] month period beginning on the Contract
                  effective date, Participants will have a one-time opportunity
                  to elect, by giving notice to Aetna, to have all amounts held
                  in the Fixed Plus Account be subject to the Fixed Plus Account
                  rules applicable to amounts attributable to Net Contributions
                  made to the Contract on or after the Contract effective date.
                  Participants who make the election described in the preceding
                  sentence will not be entitled to be credited, beginning on the
                  tenth anniversary of the effective date of their Individual
                  Account, with an interest rate that is higher than the then
                  declared rate for Individual Accounts before the tenth
                  anniversary on any amounts held in the Fixed Plus Account. An
                  election made pursuant to this provision may not be revoked.

                  For Participants who do not make the election allowed under
                  IV(a) above, amounts attributable to their balances in the
                  Fixed Plus Account on the Contract effective date will remain
                  subject to the rules described in the Contract (without giving
                  effect to Part II of this endorsement) until such time as they
                  are transferred to another investment option or withdrawn.

V. In the Annuity Provisions section:

            Add the following to the Choices provision:

              c)  At the request of the Owner, all or any portion of the amount
                  allocated to a Fund may be transferred from any Fund to any
                  other allowable Fund. During the Annuity period, the maximum
                  number of allowable transfers in a calendar year is four.
                  Aetna reserves the right to change the number of allowable
                  transfers.

                  Transfer requests must be expressed as a percentage of the
                  allocation among the Funds of the amount upon which the
                  Variable Annuity will be based. Aetna may establish a minimum
                  transfer amount. Transfers will be processed as of the
                  Valuation Date next following the date when a transfer request
                  is received in good order at Aetna's Home Office.

            Revise paragraph e) under the Choices provision as follows:

              a)  Once elected, an Annuity option may not be revoked, except for
                  option 1 when elected on a variable basis.

            Replace paragraph a) under Terms of Annuity Options with the
            following:

                  No choice of any Annuity option may be made if the first
                  payment would be less than $50 or if the total payments in a
                  year would be less than $250.

            Replace the last sentence in paragraph b) under Terms of Annuity
            Options with the following:

                  The Annuity rates for options 2 and 3 are based on mortality
                  from 1983 Table a.

            Replace the first sentence in the Death Provision with the
            following:
<PAGE>

              When an Annuitant dies under options 2 and 3, the present value of
              any remaining guaranteed payments will be paid in one sum or
              payments will continue at the direction of the Contract Holder, in
              accordance with the Plan.

            Delete the last paragraph in the Death Provision.

            Replace the Annuity Options provision with the following:

              Annuity Options:

              The Contract Holder may direct Aetna to make payments according to
              one of the following options.

                  Option 1 -- Payments for a Stated Period of Time -- An Annuity
                  will be paid for 5 to 30 years.

                  If payments for this option are made under a Variable Annuity,
                  the present value of any remaining payments may be withdrawn
                  at any time. If a withdrawal is requested prior to the minimum
                  number of years specified on Contract Schedule II, it will be
                  subject to any withdrawal fee, if applicable (see Contract
                  Schedule I).

                  Option 2 -- Life Income Based on the Life of the Annuitant -
                  Payments will be made until the death of the Annuitant. When
                  this option is chosen, a choice from the following must be
                  made:

                  a)  payments cease at the death of the Annuitant;

                  b)  payments may be guaranteed for 5 - 30 years; or

                  c)  cash refund: if the Annuitant dies, the beneficiary will
                      receive a lump sum payment equal to the amount applied to
                      the Annuity option (less any premium tax) less the total
                      amount of Fixed Annuity payments paid prior to such death.
                      This cash refund feature is only available if the total
                      amount applied to the Annuity option is allocated to a
                      Fixed Annuity.

                  Option 3 - Life Income Based Upon the Lives of Two Annuitants
                  - An Annuity will be paid during the lives of the Annuitant
                  and a joint Annuitant. Payments will continue until both
                  Annuitants have died. When this option is chosen, a choice of
                  the following must be made:

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

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

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

                  d)  100% of the payment to continue after the first death with
                  a guarantee of 5 - 30 years;

                  e)  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; or

                  f)  100% of the payment to continue after the first death with
                  a cash refund feature. If the Annuitant and joint Annuitant
                  die, the beneficiary will receive a lump sum payment equal to
                  the amount applied to the Annuity option (less any premium
                  tax) less the total amount of Fixed Annuity payments paid
                  prior to such death. This cash refund feature is only
                  available if the total amount applied to the Annuity option is
                  allocated to a Fixed Annuity.

              If a Fixed Annuity is chosen under option 1, option 2 a) or b) or
              option 3 a) or d), the Participant may elect an annual increase of
              one, two or three percent compounded annually.

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

              Replace the tables at the end of the Annuity Provisions section of
              the Contract and Certificate with the following tables:
<PAGE>

                                    OPTION 1

                      Payments for a Stated Period of Time

                    Amount of Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

<TABLE>
<CAPTION>
- ---------- ----------- ----------- --------------
            Monthly                    Monthly
  Years     Payment        Years       Payment
- ---------- ----------- ----------- --------------
   <S>        <C>           <C>         <C>
    5         17.91         18          5.96
    6         15.14         19          5.73
    7         13.16         20          5.51
    8         11.68         21          5.32
    9         10.53         22          5.15
   10          9.61         23          4.99
   11          8.86         24          4.84
   12          8.24         25          4.71
   13          7.71         26          4.59
   14          7.26         27          4.47
   15          6.87         28          4.37
   16          6.53         29          4.27
   17          6.23         30          4.18
- ---------- ----------- ----------- --------------
</TABLE>
<PAGE>

                                    OPTION 1

                      Payments for a Stated Period of Time

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

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

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

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

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

                                    OPTION 2

                                   Life Income

                    Amount of Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

                Payments Guaranteed for a Stated Period of Years

<TABLE>
<CAPTION>
- ------------------ -------- --------- ----------- ---------- ---------- ---------------
 Adjusted Age of                                                             Cash
    Annuitant        None       5         10         15          20         Refund
- ------------------ -------- --------- ----------- ---------- ---------- ---------------
      <S>           <C>      <C>        <C>        <C>         <C>          <C>
      50            $ 4.05   $ 4.05     $ 4.03     $ 3.99      $ 3.93       $ 3.89
      51              4.12     4.11       4.09       4.05        3.99         3.94
      52              4.19     4.19       4.16       4.11        4.04         4.00
      53              4.27     4.26       4.23       4.18        4.10         4.06
      54              4.35     4.34       4.31       4.25        4.16         4.12

      55              4.44     4.42       4.39       4.32        4.22         4.19
      56              4.53     4.51       4.47       4.40        4.29         4.26
      57              4.62     4.61       4.56       4.48        4.35         4.33
      58              4.72     4.71       4.65       4.56        4.42         4.41
      59              4.83     4.81       4.75       4.64        4.49         4.49

      60              4.95     4.93       4.86       4.73        4.55         4.57
      61              5.07     5.05       4.97       4.83        4.62         4.66
      62              5.20     5.17       5.08       4.92        4.69         4.76
      63              5.34     5.31       5.20       5.02        4.76         4.85
      64              5.49     5.45       5.33       5.12        4.83         4.96

      65              5.65     5.61       5.47       5.22        4.89         5.06
      66              5.82     5.77       5.61       5.33        4.96         5.18
      67              6.01     5.94       5.75       5.44        5.02         5.30
      68              6.20     6.13       5.91       5.54        5.08         5.42
      69              6.41     6.33       6.07       5.65        5.14         5.56

      70              6.64     6.54       6.23       5.76        5.19         5.70
      71              6.88     6.76       6.41       5.86        5.24         5.84
      72              7.14     7.00       6.59       5.97        5.28         6.00
      73              7.43     7.26       6.77       6.06        5.32         6.16
      74              7.73     7.53       6.96       6.16        5.35         6.33

      75              8.06     7.82       7.14       6.25        5.38         6.51
- ------------------ -------- --------- ----------- ---------- ---------- ---------------
</TABLE>

Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.
<PAGE>

                                    OPTION 2

                                   Life Income

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

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

                Payments Guaranteed for a Stated Period of Years

<TABLE>
<CAPTION>
- ------------------ -------- --------- ----------- ---------- ----------
 Adjusted Age of
    Annuitant        None       5         10         15          20
- ------------------ -------- --------- ----------- ---------- ----------
      <S>           <C>      <C>        <C>        <C>         <C>
       50           $ 4.34   $ 4.34     $ 4.31     $ 4.27      $ 4.22
       51             4.41     4.40       4.38       4.33        4.27
       52             4.48     4.47       4.45       4.40        4.32
       53             4.56     4.55       4.52       4.46        4.38
       54             4.64     4.63       4.59       4.53        4.44

       55             4.72     4.71       4.67       4.60        4.50
       56             4.81     4.80       4.75       4.67        4.56
       57             4.91     4.89       4.84       4.75        4.62
       58             5.01     4.99       4.93       4.83        4.69
       59             5.12     5.10       5.03       4.92        4.75

       60             5.23     5.21       5.13       5.00        4.82
       61             5.36     5.33       5.24       5.09        4.88
       62             5.49     5.45       5.35       5.19        4.95
       63             5.63     5.59       5.47       5.28        5.02
       64             5.78     5.73       5.60       5.38        5.08

       65             5.94     5.89       5.73       5.48        5.15
       66             6.11     6.05       5.87       5.58        5.21
       67             6.29     6.22       6.02       5.69        5.27
       68             6.49     6.41       6.17       5.79        5.33
       69             6.70     6.60       6.33       5.90        5.38

       70             6.92     6.81       6.49       6.00        5.43
       71             7.17     7.04       6.66       6.10        5.48
       72             7.43     7.27       6.84       6.20        5.52
       73             7.71     7.53       7.02       6.30        5.55
       74             8.02     7.80       7.20       6.39        5.59

       75             8.35     8.08       7.38       6.48        5.62
- ------------------ -------- --------- ----------- ---------- ----------
</TABLE>

Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.
<PAGE>

                                    OPTION 2

                                   Life Income

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

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

                Payments Guaranteed for a Stated Period of Years

<TABLE>
<CAPTION>
- ------------------ -------- --------- ----------- ---------- ----------
 Adjusted Age of
    Annuitant        None       5         10         15          20
- ------------------ -------- --------- ----------- ---------- ----------
      <S>           <C>      <C>        <C>        <C>         <C>
       50           $ 5.26   $ 5.25     $ 5.22     $ 5.17      $ 5.11
       51             5.33     5.32       5.28       5.23        5.15
       52             5.40     5.38       5.34       5.29        5.20
       53             5.47     5.45       5.41       5.35        5.26
       54             5.54     5.53       5.48       5.41        5.31

       55             5.63     5.61       5.56       5.47        5.36
       56             5.71     5.69       5.63       5.54        5.42
       57             5.80     5.78       5.72       5.61        5.47
       58             5.90     5.88       5.81       5.69        5.53
       59             6.01     5.98       5.90       5.77        5.59

       60             6.12     6.09       6.00       5.85        5.65
       61             6.24     6.21       6.10       5.93        5.71
       62             6.37     6.33       6.21       6.02        5.77
       63             6.51     6.46       6.33       6.11        5.83
       64             6.66     6.60       6.45       6.20        5.89

       65             6.82     6.75       6.57       6.30        5.95
       66             6.99     6.91       6.71       6.39        6.01
       67             7.17     7.08       6.85       6.49        6.06
       68             7.36     7.27       6.99       6.59        6.12
       69             7.57     7.46       7.15       6.69        6.17

       70             7.80     7.67       7.30       6.78        6.21
       71             8.05     7.89       7.47       6.88        6.25
       72             8.31     8.13       7.64       6.97        6.29
       73             8.59     8.38       7.81       7.06        6.33
       74             8.90     8.64       7.99       7.15        6.36

       75             9.23     8.93       8.16       7.23        6.38
- ------------------ -------- --------- ----------- ---------- ----------
</TABLE>

Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.
<PAGE>

                                    OPTION 3

                         Life Income for Two Annuitants

                    Amount of Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

<TABLE>
<CAPTION>
- ------------------------------- ------------- -------------- ------------- ---------------- ------------ -------------
        Adjusted Ages
- -------------------------------                                               Option 3d
   Annuitant        Second       Option 3a      Option 3b     Option 3c       10 Years       Option 3e    Option 3f
                   Annuitant                                                 Guaranteed
- ---------------- -------------- ------------- -------------- ------------- ---------------- ------------ -------------
     <S>               <C>          <C>           <C>            <C>           <C>              <C>          <C>
     55                50           $ 3.69        $ 4.05         $ 4.27        $ 3.69           $ 4.03       $ 3.69
     55                55             3.88          4.25           4.47          3.87             4.14         3.87
     55                60             3.99          4.44           4.71          3.98             4.20         3.98

     60                55             3.99          4.44           4.71          3.98             4.42         3.98
     60                60             4.24          4.71           4.99          4.23             4.57         4.23
     60                65             4.38          4.97           5.32          4.38             4.65         4.38

     65                60             4.38          4.97           5.32          4.38             4.93         4.38
     65                65             4.72          5.33           5.70          4.71             5.14         4.72
     65                70             4.93          5.68           6.15          4.91             5.27         4.91

     70                65             4.93          5.68           6.15          4.91             5.66         4.91
     70                70             5.40          6.21           6.70          5.36             5.96         5.38
     70                75             5.69          6.68           7.32          5.62             6.13         5.66

     75                70             5.69          6.68           7.32          5.62             6.67         5.66
     75                75             6.37          7.45           8.15          6.23             7.12         6.33
     75                80             6.78          8.11           8.99          6.54             7.36         6.71

- ---------------- -------------- ------------- -------------- ------------- ---------------- ------------ -------------
</TABLE>

Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.
<PAGE>

                                    OPTION 3

                         Life Income for Two Annuitants

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

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

<TABLE>
<CAPTION>
- ----------------------------------- ---------------- --------------- ---------------- ---------------- ---------------
          Adjusted Ages
- ------------------ ----------------                                                      Option 3d
    Annuitant          Second          Option 3a       Option 3b        Option 3c        10 Years        Option 3e
                      Annuitant                                                         Guaranteed
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
      <S>                <C>            <C>              <C>             <C>              <C>              <C>
      55                 50             $ 3.97           $ 4.35          $ 4.56           $ 3.97           $ 4.31
      55                 55               4.16             4.54            4.76             4.15             4.42
      55                 60               4.27             4.73            5.00             4.26             4.48

      60                 55               4.27             4.73            5.00             4.26             4.70
      60                 60               4.51             4.99            5.27             4.50             4.84
      60                 65               4.66             5.25            5.61             4.65             4.93

      65                 60               4.66             5.25            5.61             4.65             5.22
      65                 65               4.99             5.61            5.99             4.98             5.42
      65                 70               5.19             5.97            6.44             5.17             5.54

      70                 65               5.19             5.97            6.44             5.17             5.93
      70                 70               5.67             6.49            6.99             5.62             6.23
      70                 75               5.95             6.96            7.61             5.87             6.40

      75                 70               5.95             6.96            7.61             5.87             6.95
      75                 75               6.64             7.73            8.43             6.48             7.40
      75                 80               7.04             8.39            9.29             6.79             7.64
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
</TABLE>

Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.
<PAGE>

                                    OPTION 3

                         Life Income for Two Annuitants

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

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

<TABLE>
<CAPTION>
- ----------------------------------- ---------------- --------------- ---------------- ---------------- ---------------
          Adjusted Ages
- ------------------ ----------------                                                      Option 3d
    Annuitant          Second          Option 3a       Option 3b        Option 3c        10 Years        Option 3e
                      Annuitant                                                         Guaranteed
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
      <S>                <C>            <C>              <C>             <C>              <C>              <C>
      55                 50             $ 4.88           $ 5.26          $ 5.48           $ 4.88           $ 5.23
      55                 55               5.04             5.44            5.66             5.04             5.32
      55                 60               5.15             5.63            5.91             5.14             5.38

      60                 55               5.15             5.63            5.91             5.14             5.59
      60                 60               5.37             5.87            6.16             5.37             5.72
      60                 65               5.52             6.14            6.51             5.51             5.80

      65                 60               5.52             6.14            6.51             5.51             6.10
      65                 65               5.83             6.49            6.87             5.82             6.29
      65                 70               6.04             6.84            7.34             6.00             6.41

      70                 65               6.04             6.84            7.34             6.00             6.81
      70                 70               6.49             7.35            7.87             6.44             7.08
      70                 75               6.77             7.84            8.51             6.68             7.25

      75                 70               6.77             7.84            8.51             6.68             7.81
      75                 75               7.45             8.60            9.33             7.27             8.25
      75                 80               7.86             9.28           10.20             7.57             8.49
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
</TABLE>

Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.
<PAGE>

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

                                      /s/  Dan Kearney
                                           -------------------
                                           Dan Kearney



                                Exhibit 99-B.4.39
                    Aetna Life Insurance and Annuity Company

                                   Endorsement

The Contract and Certificate are hereby endorsed as follows:

Replace the section entitled Annuity Option 2 under Contract Schedule II with
the following:

       Annuity Option 1:

              For amounts invested in the Fixed Account, GA Account or one or
              more of the Fund(s), the number of years must be at least five (5)
              and not more than thirty (30) and the Annuity may be a Fixed or
              Variable Annuity.

              For amounts invested in the Fixed Plus Account, the number of
              years must be at least five (5) and not more than thirty (30) and
              the Annuity must be a Fixed Annuity.

In the Annuity Provisions section:

       Add the following to the Choices provision:

              c)  At the request of the Owner, all or any portion of the amount
                  allocated to a Fund may be transferred from any Fund to any
                  other allowable Fund. During the Annuity period, the maximum
                  number of allowable transfers in a calendar year is four.
                  Aetna reserves the right to change the number of allowable
                  transfers.

                  Transfer requests must be expressed as a percentage of the
                  allocation among the Funds of the amount upon which the
                  Variable Annuity will be based. Aetna may establish a minimum
                  transfer amount. Transfers will be processed as of the
                  Valuation Date next following the date when a transfer request
                  is received in good order at Aetna's Home Office.

       Revise paragraph e) under the Choices provision as follows:

              e)  Once elected, an Annuity option may not be revoked, except for
                  option 1 when elected on a variable basis.

       Replace paragraph a) under Terms of Annuity Options with the following:

              a)  No choice of any Annuity option may be made if the first
                  payment would be less than $50 or if the total payments in a
                  year would be less than $250.

       Replace the last sentence in paragraph b) under Terms of Annuity Options
       with the following:

    E1PAY97
<PAGE>

                  The Annuity rates for options 2 and 3 are based on mortality
                  from 1983 Table a.

       Replace the first sentence in the Death Provision with the following:

              When an Annuitant dies under options 2 and 3, the present value of
              any remaining guaranteed payments will be paid in one sum or
              payments will continue at the direction of the Contract Holder, in
              accordance with the Plan.

       Delete the last paragraph in the Death Provision.

       Replace the Annuity Options provision with the following:

              Annuity Options:

              The Contract Holder may direct Aetna to make payments according to
              one of the following options.

                  Option 1 -- Payments for a Stated Period of Time -- An Annuity
                  will be paid for 5 to 30 years.

                  If payments for this option are made under a Variable Annuity,
                  the present value of any remaining payments may be withdrawn
                  at any time. If a withdrawal is requested prior to the minimum
                  number of years specified on Contract Schedule II, it will be
                  subject to any withdrawal fee, if applicable (see Contract
                  Schedule I).

                  Option 2 -- Life Income Based on the Life of the Annuitant -
                  Payments will be made until the death of the Annuitant. When
                  this option is chosen, a choice from the following must be
                  made:

                  a)  payments cease at the death of the Annuitant;

                  b)  payments may be guaranteed for 5 - 30 years; or

                  c)  upon the death of the Annuitant, the beneficiary will
                  receive a lump sum payment equal to the amount applied to a
                  Fixed Annuity option (less any premium tax) less the total
                  amount of Fixed Annuity payments paid prior to such death.
                  This cash refund feature is only available if 100% of the
                  Current Value has been applied to a Fixed Annuity.

                  Option 3 -- Life Income Based Upon the Lives of Two Annuitants
                  -- An Annuity will be paid during the lives of the Annuitant
                  and a joint Annuitant. Payments will continue until both
                  Annuitants have died. When this option is chosen, a choice of
                  the following must be made:

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

                  b)  66-2/3% of the payment to continue after the first death;
<PAGE>

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

                  d)  100% of the payment to continue after the first death with
                  a guarantee of 5 - 30 years;

                  e)  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; or

                  f)  100% of the payment to continue after the first death with
                  a cash refund feature. If the Annuitant and joint Annuitant
                  die, the beneficiary will receive a lump sum payment equal to
                  the amount applied to the Annuity option (less any premium
                  tax) less the total amount of Fixed Annuity payments paid
                  prior to such death. This cash refund feature is only
                  available if the total amount applied to the Annuity option is
                  allocated to a Fixed Annuity.


                  Option 4 -- Payments of Interest on Sum Left with Aetna --
                  This Option may be used only by the Plan beneficiary when the
                  Participant dies before Aetna has started paying an Annuity. A
                  portion or all of the sum paid upon death may be held under
                  this Option and will be held in the General Account of Aetna
                  at interest. The Contract Holder, on behalf of the Plan
                  beneficiary, may later tell Aetna to:

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

                  Apply a portion or all of the sum held by Aetna to any Annuity
                  Option above.

                  If the Plan beneficiary is the Participant's surviving spouse,
                  the lump-sum payment may be deferred to a date not later than
                  when the Participant would have attained age 70-1/2.

                  If the Plan beneficiary is not a spouse, the Contract Holder
                  must tell Aetna to pay the full sum within 5 years after the
                  death of the Participant.

              If a Fixed Annuity is chosen under option 1, option 2 a) or b) or
              option 3 a) or d), the Participant may elect an annual increase of
              one, two or three percent compounded annually.

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

              Replace the tables at the end of the Annuity Provisions section of
              the Contract and Certificate with the following tables:
<PAGE>
                                    OPTION 1

                      Payments for a Stated Period of Time

                    Amount of Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

<TABLE>
<CAPTION>
- ----------- ------------ ---------- -------------
              Monthly                  Monthly
   Years      Payment       Years      Payment
- ----------- ------------ ---------- -------------
     <S>       <C>           <C>        <C>
     5         17.91         18         5.96
     6         15.14         19         5.73
     7         13.16         20         5.51
     8         11.68         21         5.32
     9         10.53         22         5.15
     10         9.61         23         4.99
     11         8.86         24         4.84
     12         8.24         25         4.71
     13         7.71         26         4.59
     14         7.26         27         4.47
     15         6.87         28         4.37
     16         6.53         29         4.27
     17         6.23         30         4.18
- ----------- ------------ ---------- -------------
</TABLE>
<PAGE>

                                    OPTION 1

                      Payments for a Stated Period of Time

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

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

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

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

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

                                    OPTION 2

                                   Life Income

                    Amount of Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

                Payments Guaranteed for a Stated Period of Years

<TABLE>
<CAPTION>
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
 Adjusted Age of                                                                                            Cash
    Annuitant           None               5               10              15               20             Refund
 ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
       <S>             <C>              <C>             <C>             <C>              <C>               <C>
       50              $ 4.05           $ 4.05          $ 4.03          $ 3.99           $ 3.93            $ 3.89
       51                4.12             4.11            4.09            4.05             3.99              3.94
       52                4.19             4.19            4.16            4.11             4.04              4.00
       53                4.27             4.26            4.23            4.18             4.10              4.06
       54                4.35             4.34            4.31            4.25             4.16              4.12

       55                4.44             4.42            4.39            4.32             4.22              4.19
       56                4.53             4.51            4.47            4.40             4.29              4.26
       57                4.62             4.61            4.56            4.48             4.35              4.33
       58                4.72             4.71            4.65            4.56             4.42              4.41
       59                4.83             4.81            4.75            4.64             4.49              4.49

       60                4.95             4.93            4.86            4.73             4.55              4.57
       61                5.07             5.05            4.97            4.83             4.62              4.66
       62                5.20             5.17            5.08            4.92             4.69              4.76
       63                5.34             5.31            5.20            5.02             4.76              4.85
       64                5.49             5.45            5.33            5.12             4.83              4.96

       65                5.65             5.61            5.47            5.22             4.89              5.06
       66                5.82             5.77            5.61            5.33             4.96              5.18
       67                6.01             5.94            5.75            5.44             5.02              5.30
       68                6.20             6.13            5.91            5.54             5.08              5.42
       69                6.41             6.33            6.07            5.65             5.14              5.56

       70                6.64             6.54            6.23            5.76             5.19              5.70
       71                6.88             6.76            6.41            5.86             5.24              5.84
       72                7.14             7.00            6.59            5.97             5.28              6.00
       73                7.43             7.26            6.77            6.06             5.32              6.16
       74                7.73             7.53            6.96            6.16             5.35              6.33

       75                8.06             7.82            7.14            6.25             5.38              6.51
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
</TABLE>

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.
<PAGE>

                                    OPTION 2

                                   Life Income

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

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

                Payments Guaranteed for a Stated Period of Years

<TABLE>
<CAPTION>
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
      Adjusted
  Age of Annuitant          None                 5                  10                  15                 20
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
         <S>               <C>                <C>                 <C>               <C>                 <C>
         50                $ 4.34             $ 4.34              $ 4.31            $ 4.27              $ 4.22
         51                  4.41               4.40                4.38              4.33                4.27
         52                  4.48               4.47                4.45              4.40                4.32
         53                  4.56               4.55                4.52              4.46                4.38
         54                  4.64               4.63                4.59              4.53                4.44

         55                  4.72               4.71                4.67              4.60                4.50
         56                  4.81               4.80                4.75              4.67                4.56
         57                  4.91               4.89                4.84              4.75                4.62
         58                  5.01               4.99                4.93              4.83                4.69
         59                  5.12               5.10                5.03              4.92                4.75

         60                  5.23               5.21                5.13              5.00                4.82
         61                  5.36               5.33                5.24              5.09                4.88
         62                  5.49               5.45                5.35              5.19                4.95
         63                  5.63               5.59                5.47              5.28                5.02
         64                  5.78               5.73                5.60              5.38                5.08

         65                  5.94               5.89                5.73              5.48                5.15
         66                  6.11               6.05                5.87              5.58                5.21
         67                  6.29               6.22                6.02              5.69                5.27
         68                  6.49               6.41                6.17              5.79                5.33
         69                  6.70               6.60                6.33              5.90                5.38

         70                  6.92               6.81                6.49              6.00                5.43
         71                  7.17               7.04                6.66              6.10                5.48
         72                  7.43               7.27                6.84              6.20                5.52
         73                  7.71               7.53                7.02              6.30                5.55
         74                  8.02               7.80                7.20              6.39                5.59

         75                  8.35               8.08                7.38              6.48                5.62
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
</TABLE>

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.
<PAGE>

                                    OPTION 2

                                   Life Income

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

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

                Payments Guaranteed for a Stated Period of Years

<TABLE>
<CAPTION>
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
      Adjusted
  Age of Annuitant          None                 5                  10                  15                 20
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
         <S>               <C>                <C>                 <C>                <C>                <C>
         50                $ 5.26             $ 5.25              $ 5.22             $ 5.17             $ 5.11
         51                  5.33               5.32                5.28               5.23               5.15
         52                  5.40               5.38                5.34               5.29               5.20
         53                  5.47               5.45                5.41               5.35               5.26
         54                  5.54               5.53                5.48               5.41               5.31

         55                  5.63               5.61                5.56               5.47               5.36
         56                  5.71               5.69                5.63               5.54               5.42
         57                  5.80               5.78                5.72               5.61               5.47
         58                  5.90               5.88                5.81               5.69               5.53
         59                  6.01               5.98                5.90               5.77               5.59

         60                  6.12               6.09                6.00               5.85               5.65
         61                  6.24               6.21                6.10               5.93               5.71
         62                  6.37               6.33                6.21               6.02               5.77
         63                  6.51               6.46                6.33               6.11               5.83
         64                  6.66               6.60                6.45               6.20               5.89

         65                  6.82               6.75                6.57               6.30               5.95
         66                  6.99               6.91                6.71               6.39               6.01
         67                  7.17               7.08                6.85               6.49               6.06
         68                  7.36               7.27                6.99               6.59               6.12
         69                  7.57               7.46                7.15               6.69               6.17

         70                  7.80               7.67                7.30               6.78               6.21
         71                  8.05               7.89                7.47               6.88               6.25
         72                  8.31               8.13                7.64               6.97               6.29
         73                  8.59               8.38                7.81               7.06               6.33
         74                  8.90               8.64                7.99               7.15               6.36

         75                  9.23               8.93                8.16               7.23               6.38
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
</TABLE>

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.
<PAGE>

                                    OPTION 3

                         Life Income for Two Annuitants

                    Amount of Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

<TABLE>
<CAPTION>
- ------------------------------ -------------- -------------- ------------ ---------------- ------------- ------------
        Adjusted Ages
- ------------------------------                                               Option 3d
   Annuitant        Second       Option 3a      Option 3b     Option 3c      10 Years       Option 3e     Option 3f
                  Annuitant                                                 Guaranteed
- ---------------- ------------- -------------- -------------- ------------ ---------------- ------------- ------------
      <S>             <C>        <C>            <C>             <C>           <C>             <C>          <C>
      55              50         $ 3.69         $ 4.05          $ 4.27        $ 3.69          $ 4.03       $ 3.69
      55              55           3.88           4.25            4.47          3.87            4.14         3.87
      55              60           3.99           4.44            4.71          3.98            4.20         3.98

      60              55           3.99           4.44            4.71          3.98            4.42         3.98
      60              60           4.24           4.71            4.99          4.23            4.57         4.23
      60              65           4.38           4.97            5.32          4.38            4.65         4.38

      65              60           4.38           4.97            5.32          4.38            4.93         4.38
      65              65           4.72           5.33            5.70          4.71            5.14         4.72
      65              70           4.93           5.68            6.15          4.91            5.27         4.91

      70              65           4.93           5.68            6.15          4.91            5.66         4.91
      70              70           5.40           6.21            6.70          5.36            5.96         5.38
      70              75           5.69           6.68            7.32          5.62            6.13         5.66

      75              70           5.69           6.68            7.32          5.62            6.67         5.66
      75              75           6.37           7.45            8.15          6.23            7.12         6.33
      75              80           6.78           8.11            8.99          6.54            7.36         6.71
- ---------------- ------------- -------------- -------------- ------------ ---------------- ------------- ------------
</TABLE>

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.
<PAGE>

                                    OPTION 3

                         Life Income for Two Annuitants

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

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

<TABLE>
<CAPTION>
- ---------------------------------- ---------------- ---------------- ---------------- ----------------- --------------
          Adjusted Ages
- ----------------- ----------------                                                       Option 3d
   Annuitant          Second          Option 3a        Option 3b        Option 3c         10 Years        Option 3e
                     Annuitant                                                           Guaranteed
- ----------------- ---------------- ---------------- ---------------- ----------------  ----------------- --------------
       <S>              <C>             <C>              <C>             <C>              <C>               <C>
       55               50              $ 3.97           $ 4.35          $ 4.56           $ 3.97            $ 4.31
       55               55                4.16             4.54            4.76             4.15              4.42
       55               60                4.27             4.73            5.00             4.26              4.48

       60               55                4.27             4.73            5.00             4.26              4.70
       60               60                4.51             4.99            5.27             4.50              4.84
       60               65                4.66             5.25            5.61             4.65              4.93

       65               60                4.66             5.25            5.61             4.65              5.22
       65               65                4.99             5.61            5.99             4.98              5.42
       65               70                5.19             5.97            6.44             5.17              5.54

       70               65                5.19             5.97            6.44             5.17              5.93
       70               70                5.67             6.49            6.99             5.62              6.23
       70               75                5.95             6.96            7.61             5.87              6.40

       75               70                5.95             6.96            7.61             5.87              6.95
       75               75                6.64             7.73            8.43             6.48              7.40
       75               80                7.04             8.39            9.29             6.79              7.64
- ----------------- ---------------- ---------------- ---------------- ---------------- ----------------- --------------
</TABLE>

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.
<PAGE>

                                    OPTION 3

                         Life Income for Two Annuitants

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

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

<TABLE>
<CAPTION>
- ---------------------------------- --------------- --------------- --------------- ------------------- ---------------
          Adjusted Ages
- ----------------- ----------------                                                     Option 3d
   Annuitant          Second         Option 3a       Option 3b       Option 3c          10 Years         Option 3e
                     Annuitant                                                         Guaranteed
- ----------------- ---------------- --------------- --------------- --------------- ------------------- ---------------
       <S>              <C>            <C>              <C>            <C>             <C>                <C>
       55               50             $ 4.88           $ 5.26         $ 5.48          $ 4.88             $ 5.23
       55               55               5.04             5.44           5.66            5.04               5.32
       55               60               5.15             5.63           5.91            5.14               5.38

       60               55               5.15             5.63           5.91            5.14               5.59
       60               60               5.37             5.87           6.16            5.37               5.72
       60               65               5.52             6.14           6.51            5.51               5.80

       65               60               5.52             6.14           6.51            5.51               6.10
       65               65               5.83             6.49           6.87            5.82               6.29
       65               70               6.04             6.84           7.34            6.00               6.41

       70               65               6.04             6.84           7.34            6.00               6.81
       70               70               6.49             7.35           7.87            6.44               7.08
       70               75               6.77             7.84           8.51            6.68               7.25

       75               70               6.77             7.84           8.51            6.68               7.81
       75               75               7.45             8.60           9.33            7.27               8.25
       75               80               7.86             9.28          10.20            7.57               8.49
- ----------------- ---------------- --------------- --------------- --------------- ------------------- ---------------
</TABLE>

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.
<PAGE>

Endorsed and made a part of the Contract and Certificate on the date, after any
required state approval, as of which it is issued by Aetna.



                                /s/  Dan Kearney
                                     ----------------------
                                     Dan Kearney
                                     President

   EIPAY97


                                  EX-99.B.4.41

                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

The Contract and Certificate are hereby endorsed as follows:

I. The following provisions apply only to Individual Accounts established with
   Net Contributions from exchanged Aetna contracts.

    1.  The Guaranteed Interest Rate section of the Specifications is replaced
        with the following:

        There is a guaranteed interest rate for Contributions(s) held in the
        Fixed Plus Account, the Fixed Account and the GA Account (see Contract
        Schedule I).

    2.  Where the Transfer Credit endorsement is made a part of the Contract,
        the Transfer Credit will be applied to Transferred Assets deposited into
        an exchanged contract which are transferred into an acquired contract,
        as well as to Transferred Assets deposited into an acquired contract up
        until the one year anniversary of the first Net Contribution to the
        exchanged contract.

    3.  Add the following section to Contract Schedule I:

           Fixed Account

           Minimum Guaranteed Interest Rate:

           3% (effective annual rate of return).

    4.  Replace the section entitled Separate Account and GA Account under
        Contract Schedule I with the following:

Separate Account, Fixed Account and GA Account
- --------------------------------------------------------------------------------

        Withdrawal Fee:

        For each withdrawal from an Individual Account, the Withdrawal Fee will
        vary according to the number of purchase payment cycles completed for
        the Individual Account being surrendered. The number and amount of
        purchase payments to be made in a cycle is chosen by the Participant. A
        purchase payment cycle is completed when this chosen number and amount
        of purchase payments have been made. The number of purchase payment
        cycles completed may not be greater than the number of whole years since
        the Individual Account was established under this or any other exchanged
        Aetna contract. The number of purchase payment cycles completed equals
        the total number completed under this contract and under other Aetna
        contracts from which Net Contributions to this Contract have been
        transferred from (exchanged contracts). For each withdrawal, the fee
        will be as follows:
<TABLE>
<CAPTION>
              Number of Purchase Payment Cycles Completed      Withdrawal Fee
              <S>                                                   <C>
              Fewer than 5                                          5%
              5 or more, but fewer than 7                           4%
              7 or more, but fewer than 9                           3%
              9 or more, but fewer than 10                          2%
              10 or more                                            0%
</TABLE>

                                      1
   EINRV98
<PAGE>

              For each withdrawal from an Individual Account maintained pursuant
              to a lump-sum payment, the Withdrawal Fee will vary according to
              the period of time between the Effective Date of the Individual
              Account under your previous exchanged Aetna contract and the date
              of withdrawal as follows:

<TABLE>
<CAPTION>
              If Period of Time is                             Withdrawal Fee
              <S>                                                   <C>
              Fewer than 5 years                                     5%
              5 or more, but fewer than 6 years                      4%
              6 or more, but fewer than 7 years                      3%
              7 or more, but fewer than 8 years                      2%
              8 or more, but fewer than 9 years                      1%
              9 or more years                                        0%
</TABLE>

              The withdrawal fee will not be deducted from any portion of the
              Individual Account Current Value which is paid:

              [bullet] Due to the Participant's death before Annuity payments
                       begin;

              [bullet] Used to purchase Annuity benefits;

              [bullet] Due to the election of the Estate Conservation Option
                       (ECO) or the Systematic Withdrawal Option (SWO) (see
                       Section IV);

              [bullet] In an amount equal to or less than 10% of the Individual
                       Account Current Value, as part of the first partial
                       withdrawal request in a calendar year to a Participant
                       who is at least age 59-1/2 and less than 70-1/2. The
                       Individual Account Current Value is calculated as of the
                       date the partial withdrawal request is received in good
                       order at Aetna's Home Office. Any outstanding loans from
                       the Individual Account are excluded when calculating the
                       Individual Account Current Value. This provision does not
                       apply to partial withdrawal due to loan defaults made
                       from the Individual Account and does not apply to full
                       withdrawal requests. This provision may not be exercised
                       if SWO is elected;

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

              [bullet] To relieve a Participant's "financial hardship," as may
                       be allowed for Annuity contracts under Section 403(b) of
                       the Code or other applicable Internal Revenue Service
                       rules or regulations; or

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

              [bullet] The Withdrawal Fee will never exceed 8-1/2% of the total
                       Contributions made to the Individual Account.

              The Withdrawal Fee may be reduced, waived or eliminated for
              Individual Accounts acquired by exchange to reflect the
              differences or expected differences in the amounts of unrecovered
              distribution costs or services of the types that the charges are
              intended to defray.

    5.  Replace the section entitled Separate Account, GA Account, and the Fixed
        Plus Account with the following:

Separate Account, GA Account, Fixed Account and Fixed Plus Account
- --------------------------------------------------------------------------------

Transfers:

An unlimited number of Transfers may be made during the Accumulation Period.

                                       2
<PAGE>

Maintenance Fee:

    An annual Maintenance Fee may be charged, as determined by the value of
    total assets held by Aetna under this Contract and other Aetna contracts of
    the same class, on each anniversary date of this Contract. The Maintenance
    Fee may go up or down each year. Where applicable, the Maintenance Fee will
    be charged for each Participant in the Contract.

<TABLE>
<CAPTION>
            Total Assets                  Maintenance Fee
    ---------------------------------- ---------------------
   <S>                 <C>                      <C>
       Less than         $500,000               $15.00
         500,000  -     1,000,000               $15.00
       1,000,001  -     5,000,000                $0.00
       5,000,001  -    15,000,000                $0.00
    Greater than       15,000,000                $0.00
</TABLE>

    Initial charges will be based on Aetna's estimated year end asset level for
    the Contract Holder.

    Systematic Withdrawal Option (SWO):

        The Specified Payment or Specified Percentage may not be greater than
        20% of the Individual Account's Current Value at the time of election.
        The Specified Period may not be less than 5 years.

    Loan Interest Rate:

        a)  Plans subject to ERISA: a Loan Interest Rate is set on the first
            business day of each month. For each loan, the initial Loan Interest
            Rate is equal to the Monthly Average Corporates for the calendar
            month beginning two months before the calendar month in which the
            Loan Effective Date occurs. The initial Loan Interest Rate is
            effective for a period of not less than three months and not more
            than one year. The period is specified in the loan agreement. For
            each period, the Loan Interest Rate is adjusted if the new rate is
            at least 0.5% higher or lower than the previous rate. The
            Participant will receive reasonable notification of any change to
            the Loan Interest Rate.

        b)  Plans not subject to ERISA: 6% on an annual basis.

        See Section I. - DEFINITIONS for explanations.

    6.  Replace the section entitled Annuity Option 2 under Contract Schedule II
        with the following:

        Annuity Option 1:

              For amounts invested in the Fixed Account, GA Account or one or
              more of the Fund(s), the number of years must be at least five (5)
              and not more than thirty (30) and the Annuity may be a Fixed or
              Variable Annuity.

              For amounts invested in the Fixed Plus Account, the number of
              years must be at least five (5) and not more than thirty (30) and
              the Annuity must be a Fixed Annuity.

    7.  Add the following Definition:

        Fixed Account:

              If available under your contract, the Fixed Account is an
              accumulation option with a guaranteed minimum interest rate shown
              on the Contract Schedule I. Aetna may credit a higher rate which
              is not guaranteed.

    8.  Replace the definition entitled Current Value with the following:

                                       3
<PAGE>

        Current Value:

              For an Individual Account, the Current Value is the total of:

              a)  The amount, if any, in the Fixed Plus Account, with interest
                  earned to date;

              b)  The amount, if any, in the GA Account, with interest earned to
                  date;

              c)  The amount, if any, in the Fixed Account, with interest earned
                  to date; and

              d)  The value of all Fund Record Units, if any, as of the most
                  recent Valuation Period; plus

              e)  Any amount due to experience credits; less

              f)  Any Maintenance Fee(s) due.

    9.  Replace the definition entitled Transfer with the following:

        Transfer:

              The movement of invested amounts among the available Fund(s), the
              Fixed Plus Account, the Fixed Account and the GA Account during
              the Accumulation Period.

    10. Replace the section entitled Net Contributions with the following:

        Net Contribution(s):

              The Net Contribution equals the actual Contribution less any
              applicable premium tax. Generally, Aetna will deduct the premium
              tax when Annuity benefits are purchased (See Section V). If Aetna
              determines that under applicable state law, it must pay a premium
              tax when the Contribution is received, or at any other time, it
              may deduct the tax at that time. The Net Contribution(s) may be
              allocated among the following investment options:

              a)  The Fixed Plus Account; and

              b)  The current Deposit Period(s) for Guaranteed Terms under the
                  GA Account; and

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

              The Fixed Account is an investment option available only for Net
              Contributions previously allocated to the Fixed Account under
              Aetna contracts that are exchanged into this Contract. Contracts
              that maintain the Fixed Account may not be eligible for reduced
              charges to the Separate Account.

              The Participant must tell Aetna the percentage of all Net
              Contributions to allocate to one or more of the investment
              options. The Participant may change the allocation of future Net
              Contributions at any time, without charge. Aetna reserves the
              right to require a minimum Contribution amount per Individual
              Account.

    11. Replace the section entitled Transfer(s) with the following:

        Transfer(s):

              Before an Annuity option is elected, all or any portion of the
              Adjusted Current Value of the Individual Account may be
              transferred from any Fund, or the GA Account:

              a)  To any other allowable Fund; or

              b)  To the Fixed Plus Account; or

              c)  To any Guaranteed Term of the GA Account with a different
                  classification available in the current Deposit Period.

              No Transfers will be allowed into the Fixed Account.

              Transfer requests can be submitted as a percentage or as a dollar
              amount. Aetna may establish a minimum transfer amount. Within a
              Guaranteed Term classification, the amount transferred will be
              withdrawn from the oldest Deposit Period, then from the next
              oldest, and so on until the amount requested is satisfied.

              Amounts applied to Guaranteed Terms of the GA Account may not be
              transferred to the Funds, the Fixed Plus Account or to another
              Guaranteed Term during the Deposit Period or 90 days after the
              close of the Deposit Period except for Matured Term Value(s)
              during the calendar month following the Term's Maturity Date.

              Transfers from Guaranteed Terms of the GA Account are subject to
              the MVA provisions of 3.08.

                                       4
<PAGE>

              Each Calendar year, 10% of the Current Value held in the Fixed
              Account may be transferred to any Fund(s) and/or to the GA
              Account's then-current Deposit Period. Such transfer will be
              without charge and will not be allowed under an Annuity Option.
              Transfers will be permitted to the Fixed Plus Account without
              regard to these limitations. At its discretion, Aetna may allow
              Contract Holders to transfer a larger percentage and/or take
              multiple transfers in a calendar year. If Aetna so allows, Aetna
              reserves the right to reinstate the transfer limitations without
              notice.

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

              The Participant may make an unlimited number of Transfers during
              the Accumulation Period.

    12. Replace the section entitled Notice to the Participant with the
        following:

        Notice to the Participant:

              Each year, Aetna will notify the Participant of:

              a)  The value of any amounts held in:

                  1)  The Fixed Plus Account,

                  2)  The GA Account,

                  3)  The Fixed Account,

                  4)  The Fund(s) for the Separate Account;

              b)  The number of any Fund record units;

              c)  The Fund record unit Value(s);

              d)  The Loan Account balance; and

              e)  The amount available for withdrawal.

              This information will be as of a date no more than sixty (60) days
              before the date of the notice.

    13. Replace the section entitled Withdrawal Value with the following:

        Withdrawal Value:

              After deduction of the Maintenance Fee (if any), the amount
              payable by Aetna upon the withdrawal of any portion of an
              Individual Account from the Fund(s), the Fixed Account or the GA
              Account shall be reduced by a Withdrawal Fee, if applicable. The
              Withdrawal Fee will be in accordance with the Withdrawal Fee table
              in Contract Schedule I.

              No Withdrawal Fee is deducted from any portion of the Current
              Value which is paid from the Fixed Plus Account.

        For a partial or full withdrawal from any Individual Account, Aetna
        must receive written direction from the Participant on a form
        acceptable to Aetna. Aetna may defer payment of the withdrawal value
        until appropriate certification is received.

    14. Replace the section entitled Withdrawal Fee Applicable to Funds and GA
        Account with the following:

        Withdrawal Fee Applicable to Funds, the Fixed Account and GA Account:

              A Withdrawal Fee (Deferred Sales Charge) may apply to withdrawals
              from the GA Account, the Fixed Account and/or Funds. For each
              withdrawal, the withdrawal fee will be determined as shown on
              Contract Schedule I.

                                       5
<PAGE>

              During each rolling 12-month period, up to 20% of the Current
              Value in the Fixed Plus Account may be withdrawn as a partial
              surrender. This 20% limit is reduced by any amount(s) transferred,
              taken as a loan or used to purchase an Annuity during the 12 month
              period. The 20% limit applicable to partial surrenders from the
              Fixed Plus Account will be waived when the partial surrender is
              due to one of the conditions set forth in Contract Schedule I. The
              waiver will apply provided the partial surrender is taken pro-rata
              from the Fixed Plus Account, the GA Account, and the Fund(s).
              Aetna reserves the right to include amounts paid under the ECO and
              SWO provisions for purposes of applying the 20% limit. However,
              the SWO provision is not available if the Participant requested a
              Fixed Plus Account Transfer or surrender within the current 12
              month period.

    15. Replace the fourth sentence of the section entitled Reinstatement with
        the following:

              Amounts will be reinstated among the Fixed Plus Account, the GA
              Account, the Fixed Account and/or the Fund(s) for the Separate
              Account in the same proportion as they were at the time of
              withdrawal.

    16. Replace a) under the section entitled Estate Conservation Option with
        the following:

              a)  With the Estate Conservation Option (ECO) a portion of the
                  Individual Account Current Value is automatically surrendered
                  and distributed each year without incurring a Withdrawal Fee.
                  Each payment will be withdrawn from the Individual Account in
                  the same proportion as assets are held in the Funds, the GA
                  Account, the Fixed Account and the Fixed Plus Account on the
                  date the payment is made.

    17. Replace a) under the section entitled Systematic Withdrawal Option with
        the following:

              a)  With the Systematic Withdrawal Option (SWO) a portion of the
                  Individual Account Current Value is automatically distributed
                  each year without incurring a Withdrawal Fee. A SWO payment
                  will be calculated on the Individual Account's Current Value.
                  Each payment will be withdrawn from the Individual Account in
                  the same proportion as assets are held in the Funds, the GA
                  Account, the Fixed Account and the Fixed Plus Account on the
                  date the payment is made. SWO payments may not be elected if a
                  loan is outstanding under an Individual Account.

II. The following provisions apply to amounts attributable to Net Contributions
made to the Contract on or after the Contract effective date:

    1.  In the section entitled Fixed Plus Account in Contract Schedule I:

        Replace the Minimum Guaranteed Interest Rate provision with the
        following:

              Minimum Guaranteed Interest Rate:

              3% (effective annual rate of return).

    2.  Replace the Full Withdrawal provision with the following:

              Full Withdrawal:

              The Payment of Fixed Plus Account Full Withdrawal provision will
              be waived when the withdrawal is:

              a)  Due to the Participant's death before Annuity payments begin
                  and request for payment is received within six (6) months
                  after the Participant's date of death;

              b)  Used to purchase Annuity benefits;

              c)  When the amount in the Fixed Plus Account is $3,500 or less
                  and no amount has been surrendered, transferred, taken as a
                  loan or used to purchase Annuity benefits during the prior 12
                  months;

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

                  1)  the hardship is certified by the employer;

                  2)  the amount is paid directly to you; and

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

                                       6
<PAGE>

              e)  Due to separation from service with the employer, provided
                  that:

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

                  2)  the amount is withdrawn within one year from separation
                      from service or, if withdrawn after one year from
                      separation from service, the amount withdrawn is paid
                      directly to you; and

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

III. All amounts transferred or allocated to the Fixed Plus Account on or after
the Contract effective date will be subject to the Fixed Plus Account rules
applicable to amounts attributable to Net Contributions made to the Contract on
or after that date.

IV. One-time election for Individual Accounts established with Net Contributions
from exchanged Aetna Contracts.

    a)  During the [three (3)] month period beginning on the Contract effective
        date, Participants will have a one-time opportunity to elect, by giving
        notice to Aetna, to have all amounts held in the Fixed Plus Account be
        subject to the Fixed Plus Account rules applicable to amounts
        attributable to Net Contributions made to the Contract on or after the
        Contract effective date. Participants who make the election described in
        the preceding sentence will not be entitled to be credited, beginning on
        the tenth anniversary of the effective date of their Individual Account,
        with an interest rate that is higher than the then declared rate for
        Individual Accounts before the tenth anniversary on any amounts held in
        the Fixed Plus Account. An election made pursuant to this provision may
        not be revoked.

    b)  For Participants who do not make the election allowed under IV(a) above,
        amounts attributable to their balances in the Fixed Plus Account on the
        Contract effective date will remain subject to the rules described in
        the Contract (without giving effect to Part II of this endorsement)
        until such time as they are transferred to another investment option or
        withdrawn.

V. In the Annuity Provisions section:

    Add the following to the Choices provision:

    c)  At the request of the Owner, all or any portion of the amount allocated
        to a Fund may be transferred from any Fund to any other allowable Fund.
        During the Annuity period, the maximum number of allowable transfers in
        a calendar year is four. Aetna reserves the right to change the number
        of allowable transfers.

        Transfer requests must be expressed as a percentage of the allocation
        among the Funds of the amount upon which the Variable Annuity will be
        based. Aetna may establish a minimum transfer amount. Transfers will be
        processed as of the Valuation Date next following the date when a
        transfer request is received in good order at Aetna's Home Office.

    Revise paragraph e) under the Choices provision as follows:

    a)  Once elected, an Annuity option may not be revoked, except for option 1
        when elected on a variable basis.

    Replace paragraph a) under Terms of Annuity Options with the following:

        No choice of any Annuity option may be made if the first payment would
        be less than $50 or if the total payments in a year would be less than
        $250.

    Replace the last sentence in paragraph b) under Terms of Annuity Options
    with the following:

        The Annuity rates for options 2 and 3 are based on mortality from 1983
        Table a.

    Replace the first sentence in the Death Provision with the following:

        When an Annuitant dies under options 2 and 3, the present value of any
        remaining guaranteed payments will be paid in one sum or payments will
        continue at the direction of the Contract Holder, in accordance with the
        Plan.

    Delete the last paragraph in the Death Provision.

    Replace the Annuity Options provision with the following:

                                       7
<PAGE>

        Annuity Options:

        The Contract Holder may direct Aetna to make payments according to one
        of the following options.

              Option 1 -- Payments for a Stated Period of Time -- An Annuity
              will be paid for 5 to 30 years.

              If payments for this option are made under a Variable Annuity, the
              present value of any remaining payments may be withdrawn at any
              time. If a withdrawal is requested prior to the minimum number of
              years specified on Contract Schedule II, it will be subject to any
              withdrawal fee, if applicable (see Contract Schedule I).

              Option 2 -- Life Income Based on the Life of the Annuitant -
              Payments will be made until the death of the Annuitant. When this
              option is chosen, a choice from the following must be made:

              a) payments cease at the death of the Annuitant;

              b) payments may be guaranteed for 5 - 30 years; or

              c) cash refund: if the Annuitant dies, the beneficiary will
              receive a lump sum payment equal to the amount applied to the
              Annuity option (less any premium tax) less the total amount of
              Fixed Annuity payments paid prior to such death. This cash refund
              feature is only available if the total amount applied to the
              Annuity option is allocated to a Fixed Annuity.

              Option 3 - Life Income Based Upon the Lives of Two Annuitants - An
              Annuity will be paid during the lives of the Annuitant and a joint
              Annuitant. Payments will continue until both Annuitants have died.
              When this option is chosen, a choice of the following must be
              made:

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

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

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

              d) 100% of the payment to continue after the first death with a
              guarantee of 5 - 30 years;

              e) 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; or

              f) 100% of the payment to continue after the first death with a
              cash refund feature. If the Annuitant and joint Annuitant die, the
              beneficiary will receive a lump sum payment equal to the amount
              applied to the Annuity option (less any premium tax) less the
              total amount of Fixed Annuity payments paid prior to such death.
              This cash refund feature is only available if the total amount
              applied to the Annuity option is allocated to a Fixed Annuity.

        If a Fixed Annuity is chosen under option 1, option 2 a) or b) or option
        3 a) or d), the Participant may elect an annual increase of one, two or
        three percent compounded annually.

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

        Replace the tables at the end of the Annuity Provisions section of the
        Contract and Certificate with the following tables:

                                       8
<PAGE>

                                    OPTION 1

                      Payments for a Stated Period of Time

                    Amount of Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

<TABLE>
<CAPTION>
- ------------ ------------- ----------- --------------
                Monthly                   Monthly
    Years       Payment       Years       Payment
- ------------ ------------- ----------- --------------
     <S>          <C>            <C>         <C>
      5           17.91          18          5.96
      6           15.14          19          5.73
      7           13.16          20          5.51
      8           11.68          21          5.32
      9           10.53          22          5.15
     10            9.61          23          4.99
     11            8.86          24          4.84
     12            8.24          25          4.71
     13            7.71          26          4.59
     14            7.26          27          4.47
     15            6.87          28          4.37
     16            6.53          29          4.27
     17            6.23          30          4.18
- ------------ ------------- ----------- --------------
</TABLE>

                                       9
<PAGE>

                                    OPTION 1

                      Payments for a Stated Period of Time

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

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

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

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

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

                                       10
<PAGE>

                                    OPTION 2

                                   Life Income

                    Amount of Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

                Payments Guaranteed for a Stated Period of Years

<TABLE>
<CAPTION>
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
 Adjusted Age of                                                                                          Cash
    Annuitant           None               5               10              15               20           Refund
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
      <S>              <C>              <C>              <C>             <C>              <C>              <C>
      50               $ 4.05           $ 4.05           $ 4.03          $ 3.99           $ 3.93           $ 3.89
      51                 4.12             4.11             4.09            4.05             3.99             3.94
      52                 4.19             4.19             4.16            4.11             4.04             4.00
      53                 4.27             4.26             4.23            4.18             4.10             4.06
      54                 4.35             4.34             4.31            4.25             4.16             4.12

      55                 4.44             4.42             4.39            4.32             4.22             4.19
      56                 4.53             4.51             4.47            4.40             4.29             4.26
      57                 4.62             4.61             4.56            4.48             4.35             4.33
      58                 4.72             4.71             4.65            4.56             4.42             4.41
      59                 4.83             4.81             4.75            4.64             4.49             4.49

      60                 4.95             4.93             4.86            4.73             4.55             4.57
      61                 5.07             5.05             4.97            4.83             4.62             4.66
      62                 5.20             5.17             5.08            4.92             4.69             4.76
      63                 5.34             5.31             5.20            5.02             4.76             4.85
      64                 5.49             5.45             5.33            5.12             4.83             4.96

      65                 5.65             5.61             5.47            5.22             4.89             5.06
      66                 5.82             5.77             5.61            5.33             4.96             5.18
      67                 6.01             5.94             5.75            5.44             5.02             5.30
      68                 6.20             6.13             5.91            5.54             5.08             5.42
      69                 6.41             6.33             6.07            5.65             5.14             5.56

      70                 6.64             6.54             6.23            5.76             5.19             5.70
      71                 6.88             6.76             6.41            5.86             5.24             5.84
      72                 7.14             7.00             6.59            5.97             5.28             6.00
      73                 7.43             7.26             6.77            6.06             5.32             6.16
      74                 7.73             7.53             6.96            6.16             5.35             6.33

      75                 8.06             7.82             7.14            6.25             5.38             6.51
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
</TABLE>

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

                                       11
<PAGE>

                                    OPTION 2

                                   Life Income

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

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

                Payments Guaranteed for a Stated Period of Years

<TABLE>
<CAPTION>
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
      Adjusted
  Age of Annuitant          None                 5                  10                  15                 20
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
       <S>                <C>                <C>                 <C>                <C>                 <C>
       50                 $ 4.34             $ 4.34              $ 4.31             $ 4.27              $ 4.22
       51                   4.41               4.40                4.38               4.33                4.27
       52                   4.48               4.47                4.45               4.40                4.32
       53                   4.56               4.55                4.52               4.46                4.38
       54                   4.64               4.63                4.59               4.53                4.44

       55                   4.72               4.71                4.67               4.60                4.50
       56                   4.81               4.80                4.75               4.67                4.56
       57                   4.91               4.89                4.84               4.75                4.62
       58                   5.01               4.99                4.93               4.83                4.69
       59                   5.12               5.10                5.03               4.92                4.75

       60                   5.23               5.21                5.13               5.00                4.82
       61                   5.36               5.33                5.24               5.09                4.88
       62                   5.49               5.45                5.35               5.19                4.95
       63                   5.63               5.59                5.47               5.28                5.02
       64                   5.78               5.73                5.60               5.38                5.08

       65                   5.94               5.89                5.73               5.48                5.15
       66                   6.11               6.05                5.87               5.58                5.21
       67                   6.29               6.22                6.02               5.69                5.27
       68                   6.49               6.41                6.17               5.79                5.33
       69                   6.70               6.60                6.33               5.90                5.38

       70                   6.92               6.81                6.49               6.00                5.43
       71                   7.17               7.04                6.66               6.10                5.48
       72                   7.43               7.27                6.84               6.20                5.52
       73                   7.71               7.53                7.02               6.30                5.55
       74                   8.02               7.80                7.20               6.39                5.59

       75                   8.35               8.08                7.38               6.48                5.62
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
</TABLE>

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


                                       12
<PAGE>

                                    OPTION 2

                                   Life Income

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

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

                Payments Guaranteed for a Stated Period of Years

<TABLE>
<CAPTION>
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
      Adjusted
  Age of Annuitant          None                 5                  10                  15                 20
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
       <S>                <C>                <C>                 <C>                <C>                 <C>
       50                 $ 5.26             $ 5.25              $ 5.22             $ 5.17              $ 5.11
       51                   5.33               5.32                5.28               5.23                5.15
       52                   5.40               5.38                5.34               5.29                5.20
       53                   5.47               5.45                5.41               5.35                5.26
       54                   5.54               5.53                5.48               5.41                5.31

       55                   5.63               5.61                5.56               5.47                5.36
       56                   5.71               5.69                5.63               5.54                5.42
       57                   5.80               5.78                5.72               5.61                5.47
       58                   5.90               5.88                5.81               5.69                5.53
       59                   6.01               5.98                5.90               5.77                5.59

       60                   6.12               6.09                6.00               5.85                5.65
       61                   6.24               6.21                6.10               5.93                5.71
       62                   6.37               6.33                6.21               6.02                5.77
       63                   6.51               6.46                6.33               6.11                5.83
       64                   6.66               6.60                6.45               6.20                5.89

       65                   6.82               6.75                6.57               6.30                5.95
       66                   6.99               6.91                6.71               6.39                6.01
       67                   7.17               7.08                6.85               6.49                6.06
       68                   7.36               7.27                6.99               6.59                6.12
       69                   7.57               7.46                7.15               6.69                6.17

       70                   7.80               7.67                7.30               6.78                6.21
       71                   8.05               7.89                7.47               6.88                6.25
       72                   8.31               8.13                7.64               6.97                6.29
       73                   8.59               8.38                7.81               7.06                6.33
       74                   8.90               8.64                7.99               7.15                6.36

       75                   9.23               8.93                8.16               7.23                6.38
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
</TABLE>

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

                                       13
<PAGE>

                                    OPTION 3

                         Life Income for Two Annuitants

                    Amount of Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

<TABLE>
<CAPTION>
- ------------------------------- ------------- -------------- ------------- ---------------- ------------ -------------
        Adjusted Ages
- -------------------------------                                               Option 3d
   Annuitant        Second       Option 3a      Option 3b     Option 3c       10 Years       Option 3e    Option 3f
                   Annuitant                                                 Guaranteed
- ---------------- -------------- ------------- -------------- ------------- ---------------- ------------ -------------
     <S>               <C>          <C>           <C>            <C>           <C>              <C>          <C>
     55                50           $ 3.69        $ 4.05         $ 4.27        $ 3.69           $ 4.03       $ 3.69
     55                55             3.88          4.25           4.47          3.87             4.14         3.87
     55                60             3.99          4.44           4.71          3.98             4.20         3.98

     60                55             3.99          4.44           4.71          3.98             4.42         3.98
     60                60             4.24          4.71           4.99          4.23             4.57         4.23
     60                65             4.38          4.97           5.32          4.38             4.65         4.38

     65                60             4.38          4.97           5.32          4.38             4.93         4.38
     65                65             4.72          5.33           5.70          4.71             5.14         4.72
     65                70             4.93          5.68           6.15          4.91             5.27         4.91

     70                65             4.93          5.68           6.15          4.91             5.66         4.91
     70                70             5.40          6.21           6.70          5.36             5.96         5.38
     70                75             5.69          6.68           7.32          5.62             6.13         5.66

     75                70             5.69          6.68           7.32          5.62             6.67         5.66
     75                75             6.37          7.45           8.15          6.23             7.12         6.33
     75                80             6.78          8.11           8.99          6.54             7.36         6.71
- ---------------- -------------- ------------- -------------- ------------- ---------------- ------------ -------------
</TABLE>

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

                                       14
<PAGE>

                                    OPTION 3

                         Life Income for Two Annuitants

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

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

<TABLE>
<CAPTION>
- ----------------------------------- ---------------- --------------- ---------------- ---------------- ---------------
          Adjusted Ages
- ------------------ ----------------                                                      Option 3d
    Annuitant          Second          Option 3a       Option 3b        Option 3c        10 Years        Option 3e
                      Annuitant                                                         Guaranteed
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
      <S>                <C>            <C>              <C>             <C>              <C>              <C>
      55                 50             $ 3.97           $ 4.35          $ 4.56           $ 3.97           $ 4.31
      55                 55               4.16             4.54            4.76             4.15             4.42
      55                 60               4.27             4.73            5.00             4.26             4.48

      60                 55               4.27             4.73            5.00             4.26             4.70
      60                 60               4.51             4.99            5.27             4.50             4.84
      60                 65               4.66             5.25            5.61             4.65             4.93

      65                 60               4.66             5.25            5.61             4.65             5.22
      65                 65               4.99             5.61            5.99             4.98             5.42
      65                 70               5.19             5.97            6.44             5.17             5.54

      70                 65               5.19             5.97            6.44             5.17             5.93
      70                 70               5.67             6.49            6.99             5.62             6.23
      70                 75               5.95             6.96            7.61             5.87             6.40

      75                 70               5.95             6.96            7.61             5.87             6.95
      75                 75               6.64             7.73            8.43             6.48             7.40
      75                 80               7.04             8.39            9.29             6.79             7.64
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
</TABLE>

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

                                       15
<PAGE>

                                    OPTION 3

                         Life Income for Two Annuitants

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

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

<TABLE>
<CAPTION>
- ----------------------------------- ---------------- --------------- ---------------- ---------------- ---------------
          Adjusted Ages
- ------------------ ----------------                                                      Option 3d
    Annuitant          Second          Option 3a       Option 3b        Option 3c        10 Years        Option 3e
                      Annuitant                                                         Guaranteed
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
      <S>                <C>            <C>              <C>             <C>              <C>              <C>
      55                 50             $ 4.88           $ 5.26          $ 5.48           $ 4.88           $ 5.23
      55                 55               5.04             5.44            5.66             5.04             5.32
      55                 60               5.15             5.63            5.91             5.14             5.38

      60                 55               5.15             5.63            5.91             5.14             5.59
      60                 60               5.37             5.87            6.16             5.37             5.72
      60                 65               5.52             6.14            6.51             5.51             5.80

      65                 60               5.52             6.14            6.51             5.51             6.10
      65                 65               5.83             6.49            6.87             5.82             6.29
      65                 70               6.04             6.84            7.34             6.00             6.41

      70                 65               6.04             6.84            7.34             6.00             6.81
      70                 70               6.49             7.35            7.87             6.44             7.08
      70                 75               6.77             7.84            8.51             6.68             7.25

      75                 70               6.77             7.84            8.51             6.68             7.81
      75                 75               7.45             8.60            9.33             7.27             8.25
      75                 80               7.86             9.28           10.20             7.57             8.49
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
</TABLE>

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

                                       16
<PAGE>

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

                                          /s/ Thomas J. McInerney
                                              -----------------------
                                              Thomas J.McInerney, President

                                       17


                                  EX-99.B.4.42

                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

The Contract and Certificate are hereby endorsed as follows:

I. The following provisions apply only to Individual Accounts established with
   Net Contributions from exchanged Aetna contracts.

   1. The Guaranteed Interest Rate section of the Specifications is
      replaced with the following:

      There is a guaranteed interest rate for Contributions(s) held in the
      Fixed Plus Account, the Fixed Account and the GA Account (see
      Contract Schedule I).

   2. Where the Transfer Credit endorsement is made a part of the Contract,
      the Transfer Credit will be applied to Transferred Assets deposited
      into an exchanged contract which are transferred into an acquired
      contract, as well as to Transferred Assets deposited into an acquired
      contract up until the one year anniversary of the first Net
      Contribution to the exchanged contract.

   3. Add the following section to Contract Schedule I:

     Fixed Account
- --------------------------------------------------------------------------------

     Minimum Guaranteed Interest Rate:

     3% (effective annual rate of return).

   4. Replace the section entitled Separate Account and GA Account under
      Contract Schedule I with the following:

    Separate Account, Fixed Account and GA Account
- --------------------------------------------------------------------------------

    Withdrawal Fee:

     For each withdrawal from an Individual Account, the Withdrawal Fee will
     vary according to the number of purchase payment cycles completed for the
     Individual Account being surrendered. The number and amount of purchase
     payments to be made in a cycle is chosen by the Participant. A purchase
     payment cycle is completed when this chosen number and amount of purchase
     payments have been made. The number of purchase payment cycles completed
     may not be greater than the number of whole years since the Individual
     Account was established under this or any other exchanged Aetna contract.
     The number of purchase payment cycles completed equals the total number
     completed under this contract and under other Aetna contracts from which
     Net Contributions to this Contract have been transferred from (exchanged
     contracts). For each withdrawal, the fee will be as follows:

EINRP98

<TABLE>
<CAPTION>
        Number of Purchase Payment Cycles Completed         Withdrawal Fee
        <S>                                                      <C>
        Fewer than 5                                             5%
        5 or more, but fewer than 7                              4%
        7 or more, but fewer than 9                              3%
        9 or more, but fewer than 10                             2%
        10 or more                                               0%
</TABLE>



EINRP98
                                       1
<PAGE>

        For each withdrawal from an Individual Account maintained pursuant
        to a lump-sum payment, the Withdrawal Fee will vary according to
        the period of time between the Effective Date of the Individual
        Account under your previous exchanged Aetna contract and the date
        of withdrawal as follows:

<TABLE>
<CAPTION>
        If Period of Time is:                               Withdrawal Fee
        <S>                                                      <C>
        Fewer than 5 years                                       5%
        5 or more, but fewer than 6 years                        4%
        6 or more, but fewer than 7 years                        3%
        7 or more, but fewer than 8 years                        2%
        8 or more, but fewer than 9 years                        1%
        9 or more years                                          0%
</TABLE>

        The withdrawal fee will not be deducted from any portion of the
        Individual Account Current Value which is paid:

        [bullet] Due to the Participant's death before Annuity payments begin;

        [bullet] Used to purchase Annuity benefits;

        [bullet] Due to the election of the Estate Conservation Option (ECO) or
                 the Systematic Withdrawal Option (SWO) (see Section IV);

        [bullet] In an amount equal to or less than 10% of the Individual
                 Account Current Value, as part of the first partial withdrawal
                 request in a calendar year to a Participant who is at least age
                 59-1/2 and less than 70-1/2. The Individual Account Current
                 Value is calculated as of the date the partial withdrawal
                 request is received in good order at Aetna's Home Office. Any
                 outstanding loans from the Individual Account are excluded when
                 calculating the Individual Account Current Value. This
                 provision does not apply to partial withdrawal due to loan
                 defaults made from the Individual Account and does not apply to
                 full withdrawal requests. This provision may not be exercised
                 if SWO is elected;

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

        [bullet] To relieve a Participant's "financial hardship," as may be
                 allowed for Annuity contracts under Section 403(b) of the Code
                 or other applicable Internal Revenue Service rules or
                 regulations; or

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

        [bullet] The Withdrawal Fee will never exceed 8-1/2% of the total
                 Contributions made to the Individual Account.

        The Withdrawal Fee may be reduced, waived or eliminated for Individual
        Accounts acquired by exchange to reflect the differences or expected
        differences in the amounts of unrecovered distribution costs or services
        of the types that the charges are intended to defray.

5. Replace the section entitled Separate Account, GA Account, and the Fixed Plus
   Account with the following:

    Separate Account, GA Account, Fixed Account and Fixed Plus Account
- --------------------------------------------------------------------------------

    Transfers:

    An unlimited number of Transfers may be made during the Accumulation Period.

                                       2
<PAGE>

   Maintenance Fee:

   An annual Maintenance Fee may be charged, as determined by the value of total
   assets held by Aetna under this Contract and other Aetna contracts of the
   same class, on each anniversary date of this Contract. The Maintenance Fee
   may go up or down each year. Where applicable, the Maintenance Fee will be
   charged for each Participant in the Contract.

<TABLE>
<CAPTION>
            Total Assets                Maintenance Fee
    ---------------------------------------------------
    <S>                <C>                    <C>
       Less than         $500,000             $15.00

         500,000  -     1,000,000             $15.00

       1,000,001  -     5,000,000              $0.00

       5,000,001  -    15,000,000              $0.00

    Greater than       15,000,000              $0.00
</TABLE>

    Initial charges will be based on Aetna's estimated year end asset level for
    the Contract Holder.

   Systematic Withdrawal Option (SWO):

   The Specified Payment or Specified Percentage may not be greater than 20% of
   the Individual Account's Current Value at the time of election. The Specified
   Period may not be less than 5 years.

   Loan Interest Rate:

       a)  Plans subject to ERISA: a Loan Interest Rate is set on the first
       business day of each month. For each loan, the initial Loan Interest
       Rate is equal to the Monthly Average Corporates for the calendar month
       beginning two months before the calendar month in which the Loan
       Effective Date occurs. The initial Loan Interest Rate is effective for
       a period of not less than three months and not more than one year. The
       period is specified in the loan agreement. For each period, the Loan
       Interest Rate is adjusted if the new rate is at least 0.5% higher or
       lower than the previous rate. The Participant will receive reasonable
       notification of any change to the Loan Interest Rate.

       b)  Plans not subject to ERISA: 6% on an annual basis.

         See Section I. - DEFINITIONS for explanations.

6. Replace the section entitled Annuity Option 2 under Contract Schedule II with
   the following:

     Annuity Option 1:

            For amounts invested in the Fixed Account, GA Account or one or more
            of the Fund(s), the number of years must be at least five (5) and
            not more than thirty (30) and the Annuity may be a Fixed or Variable
            Annuity.

            For amounts invested in the Fixed Plus Account, the number of years
            must be at least five (5) and not more than thirty (30) and the
            Annuity must be a Fixed Annuity.

7. Add the following Definition:

   Fixed Account:

            If available under your contract, the Fixed Account is an
            accumulation option with a guaranteed minimum interest rate shown on
            the Contract Schedule I. Aetna may credit a higher rate which is not
            guaranteed.

8. Replace the definition entitled Current Value with the following:

                                       3
<PAGE>

    Current Value:

         For an Individual Account, the Current Value is the total of:

         a)  The amount, if any, in the Fixed Plus Account, with interest earned
             to date;

         b)  The amount, if any, in the GA Account, with interest earned to
             date;

         c)  The amount, if any, in the Fixed Account, with interest earned to
             date; and

         d)  The value of all Fund Record Units, if any, as of the most recent
             Valuation Period; plus

         e)  Any amount due to experience credits; less

         f)  Any Maintenance Fee(s) due.

9. Replace the definition entitled Transfer with the following:

   Transfer:

          The movement of invested amounts among the available Fund(s), the
          Fixed Plus Account, the Fixed Account and the GA Account during the
          Accumulation Period.

10. Replace the section entitled Net Contribution(s) with the following:

    Net Contribution(s):

          The Net Contribution equals the actual Contribution less any
          applicable premium tax. Generally, Aetna will deduct the premium tax
          when Annuity benefits are purchased (See Section V). If Aetna
          determines that under applicable state law, it must pay a premium tax
          when the Contribution is received, or at any other time, it may deduct
          the tax at that time. The Net Contribution(s) may be allocated among
          the following investment options:

          a)  The Fixed Plus Account; and

          b)  The current Deposit Period(s) for Guaranteed Terms under the GA
              Account; and

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

          The Fixed Account is an investment option available only for Net
          Contributions previously allocated to the Fixed Account under Aetna
          contracts that are exchanged into this Contract. Contracts that
          maintain the Fixed Account may not be eligible for reduced charges to
          the Separate Account.

          The Contract Holder must tell Aetna the percentage of all Net
          Contributions to allocate to one or more of the investment options.
          The Contract Holder or, if permitted by the Contract Holder, the
          Participant may change the allocation of future Net Contributions at
          any time, without charge. Aetna reserves the right to require a
          minimum Contribution amount per Individual Account.

11. Replace the section entitled Transfer(s) with the following:

    Transfer(s):

          Before an Annuity option is elected, all or any portion of the
          Adjusted Current Value of the Individual Account may be transferred
          from any Fund, or the GA Account:

          a)  To any other allowable Fund; or

          b)  To the Fixed Plus Account; or

          c)  To any Guaranteed Term of the GA Account with a different
              classification available in the current Deposit Period.

          No Transfers will be allowed into the Fixed Account.

          Transfer requests can be submitted as a percentage or as a dollar
          amount. Aetna may establish a minimum transfer amount. Within a
          Guaranteed Term classification, the amount transferred will be
          withdrawn from the oldest Deposit Period, then from the next oldest,
          and so on until the amount requested is satisfied.

          Amounts applied to Guaranteed Terms of the GA Account may not be
          transferred to the Funds, the Fixed Plus Account or to another
          Guaranteed Term during the Deposit Period or 90 days after the close
          of the Deposit Period except for Matured Term Value(s) during the
          calendar month following the Term's Maturity Date.

          Transfers from Guaranteed Terms of the GA Account are subject to the
          MVA provisions of 3.08.

                                       4
<PAGE>

          Each Calendar year, 10% of the Current Value held in the Fixed Account
          may be transferred to any Fund(s) and/or to the GA Account's
          then-current Deposit Period. Such transfer will be without charge and
          will not be allowed under an Annuity Option. Transfers will be
          permitted to the Fixed Plus Account without regard to these
          limitations. At its discretion, Aetna may allow Contract Holders to
          transfer a larger percentage and/or take multiple transfers in a
          calendar year. If Aetna so allows, Aetna reserves the right to
          reinstate the transfer limitations without notice.

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

          The Contract Holder, or Participant if authorized in writing by the
          Contract Holder, may make an unlimited number of Transfers during the
          Accumulation Period.

12. Replace the section entitled Notice to the Contract Holder with the
    following:

    Notice to the Contract Holder:

          Each year, Aetna will notify the Contract Holder of:

          a)  The value of any amounts held in:

              1)  The Fixed Plus Account,

              2)  The GA Account,

              3)  The Fixed Account,

              4)  The Fund(s) for the Separate Account;


          b)  The number of any Fund record units;

          c)  The Fund record unit Value(s);

          d)  The Loan Account balance; and

          e)  The amount available for withdrawal.

          This information will be as of a date no more than sixty (60) days
          before the date of the notice.

13. Replace the section entitled Withdrawal Value with the following:

          Withdrawal Value:

              After deduction of the Maintenance Fee (if any), the amount
              payable by Aetna upon the withdrawal of any portion of an
              Individual Account from the Fund(s), the Fixed Account or the GA
              Account shall be reduced by a Withdrawal Fee, if applicable. The
              Withdrawal Fee will be in accordance with the Withdrawal Fee table
              in Contract Schedule I.

              No Withdrawal Fee is deducted from any portion of the Current
              Value which is paid from the Fixed Plus Account.

              For a partial or full withdrawal from any Individual Account,
              Aetna must receive written direction from the Contract Holder on a
              form acceptable to Aetna. If the Contract is subject to ERISA,
              this direction must include certification that all of the REA
              waiver and spousal consent requirements have been satisfied. Aetna
              may defer payment of the withdrawal value until appropriate
              Contract Holder certification is received.

14. Replace the section entitled Withdrawal Fee Applicable to Funds and GA
    Account with the following:

    Withdrawal Fee Applicable to Funds, the Fixed Account and GA Account:

              A Withdrawal Fee (Deferred Sales Charge) may apply to withdrawals
              from the GA Account, the Fixed Account and/or Funds. For each
              withdrawal, the withdrawal fee will be determined as shown on
              Contract Schedule I.

                                       5
<PAGE>

              During each rolling 12-month period, up to 20% of the Current
              Value in the Fixed Plus Account may be withdrawn as a partial
              surrender. This 20% limit is reduced by any amount(s) transferred,
              taken as a loan or used to purchase an Annuity during the 12 month
              period. The 20% limit applicable to partial surrenders from the
              Fixed Plus Account will be waived when the partial surrender is
              due to one of the conditions set forth in Contract Schedule I. The
              waiver will apply provided the partial surrender is taken pro-rata
              from the Fixed Plus Account, the GA Account, and the Fund(s).
              Aetna reserves the right to include amounts paid under the ECO and
              SWO provisions for purposes of applying the 20% limit. However,
              the SWO provision is not available if the Contract Holder on
              behalf of the Participant requested a Fixed Plus Account Transfer
              or surrender within the current 12 month period.

15. Replace the fourth sentence of the section entitled Reinstatement with the
    following:

              Amounts will be reinstated among the Fixed Plus Account, the GA
              Account, the Fixed Account and/or the Fund(s) for the Separate
              Account in the same proportion as they were at the time of
              withdrawal.

16. Replace a) under the section entitled Estate Conservation Option with the
    following:

          a)  With the Estate Conservation Option (ECO) a portion of the
              Individual Account Current Value is automatically surrendered and
              distributed each year without incurring a Withdrawal Fee. Each
              payment will be withdrawn from the Individual Account in the same
              proportion as assets are held in the Funds, the GA Account, the
              Fixed Account and the Fixed Plus Account on the date the payment
              is made.

17. Replace a) under the section entitled Systematic Withdrawal Option
    with the following:

          a)  With the Systematic Withdrawal Option (SWO) a portion of the
              Individual Account Current Value is automatically distributed each
              year without incurring a Withdrawal Fee. A SWO payment will be
              calculated on the Individual Account's Current Value. Each payment
              will be withdrawn from the Individual Account in the same
              proportion as assets are held in the Funds, the GA Account, the
              Fixed Account and the Fixed Plus Account on the date the payment
              is made. SWO payments may not be elected if a loan is outstanding
              under an Individual Account.

II. The following provisions apply to amounts attributable to Net Contributions
made to the Contract on or after the Contract effective date:

    1. In the section entitled Fixed Plus Account in Contract Schedule I:

       Replace the Minimum Guaranteed Interest Rate provision with the
       following:

       Minimum Guaranteed Interest Rate:

          3% (effective annual rate of return).


                                       6
<PAGE>

    2. Replace the Full Withdrawal provision with the following:

       Full Withdrawal:

          The Payment of Fixed Plus Account Full Withdrawal provision will be
          waived when the withdrawal is:

          a)  Due to the Participant's death before Annuity payments begin and
              request for payment is received within six (6) months after the
              Participant's date of death;

          b)  Used to purchase Annuity benefits;

          c)  When the amount in the Fixed Plus Account is $3,500 or less and no
              amount has been surrendered, transferred, taken as a loan or used
              to purchase Annuity benefits during the prior 12 months;

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

              1)  the hardship is certified by the employer;

              2)  the amount is paid directly to the Participant; and

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

          e)  Due to separation from service with the employer, provided that:

              1)  the employer certifies that the Participant has separated from
                  service;

              2)  the amount is withdrawn within one year from separation from
                  service or, if withdrawn after one year from separation from
                  service, the amount withdrawn is paid directly to the
                  Participant; and

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



III. All amounts transferred or allocated to the Fixed Plus Account on or after
     the Contract effective date will be subject to the Fixed Plus Account rules
     applicable to amounts attributable to Net Contributions made to the
     Contract on or after that date.

IV. One-time election for Individual Accounts established with Net Contributions
    from exchanged Aetna Contracts:

          a)  During the [three (3)] month period beginning on the Contract
              effective date, Participants will have a one-time opportunity to
              elect, by giving notice to Aetna, to have all amounts held in the
              Fixed Plus Account be subject to the Fixed Plus Account rules
              applicable to amounts attributable to Net Contributions made to
              the Contract on or after the Contract effective date. Participants
              who make the election described in the preceding sentence will not
              be entitled to be credited, beginning on the tenth anniversary of
              the effective date of their Individual Account, with an interest
              rate that is higher than the then declared rate for Individual
              Accounts before the tenth anniversary on any amounts held in the
              Fixed Plus Account. An election made pursuant to this provision
              may not be revoked.

          b)  For Participants who do not make the election allowed under IV(a)
              above, amounts attributable to their balances in the Fixed Plus
              Account on the Contract effective date will remain subject to the
              rules described in the Contract (without giving effect to Part II
              of this endorsement) until such time as they are transferred to
              another investment option or withdrawn.

                                       7
<PAGE>

V. In the Annuity Provisions section:

   Add the following to the Choices provision:

          c)  At the request of the Owner, all or any portion of the amount
              allocated to a Fund may be transferred from any Fund to any other
              allowable Fund. During the Annuity period, the maximum number of
              allowable transfers in a calendar year is four. Aetna reserves the
              right to change the number of allowable transfers.

              Transfer requests must be expressed as a percentage of the
              allocation among the Funds of the amount upon which the Variable
              Annuity will be based. Aetna may establish a minimum transfer
              amount. Transfers will be processed as of the Valuation Date next
              following the date when a transfer request is received in good
              order at Aetna's Home Office.

   Revise paragraph e) under the Choices provision as follows:

          a)  Once elected, an Annuity option may not be revoked, except for
              option 1 when elected on a variable basis.

   Replace paragraph a) under Terms of Annuity Options with the following:

              No choice of any Annuity option may be made if the first payment
              would be less than $50 or if the total payments in a year would be
              less than $250.

   Replace the last sentence in paragraph b) under Terms of Annuity Options
   with the following:

              The Annuity rates for options 2 and 3 are based on mortality from
              1983 Table a.

   Replace the first sentence in the Death Provision with the following:

              When an Annuitant dies under options 2 and 3, the present value of
              any remaining guaranteed payments will be paid in one sum or
              payments will continue at the direction of the Contract Holder, in
              accordance with the Plan.

   Delete the last paragraph in the Death Provision.

   Replace the Annuity Options provision with the following:

              Annuity Options:

              The Contract Holder may direct Aetna to make payments according to
              one of the following options.

                  Option 1 -- Payments for a Stated Period of Time -- An Annuity
                  will be paid for 5 to 30 years.

                  If payments for this option are made under a Variable Annuity,
                  the present value of any remaining payments may be withdrawn
                  at any time. If a withdrawal is requested prior to the minimum
                  number of years specified on Contract Schedule II, it will be
                  subject to any withdrawal fee, if applicable (see Contract
                  Schedule I).

                  Option 2 -- Life Income Based on the Life of the Annuitant -
                  Payments will be made until the death of the Annuitant. When
                  this option is chosen, a choice from the following must be
                  made:

                  a) payments cease at the death of the Annuitant;

                  b) payments may be guaranteed for 5 - 30 years; or

                  c) cash refund: if the Annuitant dies, the beneficiary will
                  receive a lump sum payment equal to the amount applied to the
                  Annuity option (less any premium tax) less the total amount of
                  Fixed Annuity payments paid prior to such death. This cash
                  refund feature is only available if the total amount applied
                  to the Annuity option is allocated to a Fixed Annuity.

                  Option 3 - Life Income Based Upon the Lives of Two Annuitants
                  - An Annuity will be paid during the lives of the Annuitant
                  and a joint Annuitant. Payments will continue until both
                  Annuitants have died. When this option is chosen, a choice of
                  the following must be made:

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

                  b) 66 2/3% of the payment to continue after the first death;

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

                  d) 100% of the payment to continue after the first death with
                  a guarantee of 5 - 30 years;

                                       8
<PAGE>

                  e) 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; or

                  f) 100% of the payment to continue after the first death with
                  a cash refund feature. If the Annuitant and joint Annuitant
                  die, the beneficiary will receive a lump sum payment equal to
                  the amount applied to the Annuity option (less any premium
                  tax) less the total amount of Fixed Annuity payments paid
                  prior to such death. This cash refund feature is only
                  available if the total amount applied to the Annuity option is
                  allocated to a Fixed Annuity.

              If a Fixed Annuity is chosen under option 1, option 2 a) or b) or
              option 3 a) or d), the Participant may elect an annual increase of
              one, two or three percent compounded annually.

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



              Replace the tables at the end of the Annuity Provisions section of
              the Contract and Certificate with the following tables:

                                       9
<PAGE>

                                    OPTION 1

                      Payments for a Stated Period of Time

                    Amount of Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
                                   Monthly                                       Monthly
            Years                  Payment                 Years                 Payment
- ---------------------------------------------------------------------------------------------------
<S>                                  <C>                      <C>                   <C>
              5                      17.91                    18                    5.96
              6                      15.14                    19                    5.73
              7                      13.16                    20                    5.51
              8                      11.68                    21                    5.32
              9                      10.53                    22                    5.15
             10                       9.61                    23                    4.99
             11                       8.86                    24                    4.84
             12                       8.24                    25                    4.71
             13                       7.71                    26                    4.59
             14                       7.26                    27                    4.47
             15                       6.87                    28                    4.37
             16                       6.53                    29                    4.27
             17                       6.23                    30                    4.18

- ---------------------------------------------------------------------------------------------------
</TABLE>


                                       10
<PAGE>

                                    OPTION 1

                      Payments for a Stated Period of Time

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

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

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

- -------------------------------------------------------------------------------------------------------------------
</TABLE>


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

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

- -------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       11
<PAGE>

                                    OPTION 2

                                   Life Income

                    Amount of Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

                Payments Guaranteed for a Stated Period of Years

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
 Adjusted
  Age of                                                                                        Cash
 Annuitant             None              5             10           15             20          Refund
- ----------------------------------------------------------------------------------------------------------
<S>                   <C>             <C>            <C>          <C>            <C>           <C>
      50              $ 4.05          $ 4.05         $ 4.03       $ 3.99         $ 3.93        $ 3.89
      51                4.12            4.11           4.09         4.05           3.99          3.94
      52                4.19            4.19           4.16         4.11           4.04          4.00
      53                4.27            4.26           4.23         4.18           4.10          4.06
      54                4.35            4.34           4.31         4.25           4.16          4.12

      55                4.44            4.42           4.39         4.32           4.22          4.19
      56                4.53            4.51           4.47         4.40           4.29          4.26
      57                4.62            4.61           4.56         4.48           4.35          4.33
      58                4.72            4.71           4.65         4.56           4.42          4.41
      59                4.83            4.81           4.75         4.64           4.49          4.49

      60                4.95            4.93           4.86         4.73           4.55          4.57
      61                5.07            5.05           4.97         4.83           4.62          4.66
      62                5.20            5.17           5.08         4.92           4.69          4.76
      63                5.34            5.31           5.20         5.02           4.76          4.85
      64                5.49            5.45           5.33         5.12           4.83          4.96

      65                5.65            5.61           5.47         5.22           4.89          5.06
      66                5.82            5.77           5.61         5.33           4.96          5.18
      67                6.01            5.94           5.75         5.44           5.02          5.30
      68                6.20            6.13           5.91         5.54           5.08          5.42
      69                6.41            6.33           6.07         5.65           5.14          5.56

      70                6.64            6.54           6.23         5.76           5.19          5.70
      71                6.88            6.76           6.41         5.86           5.24          5.84
      72                7.14            7.00           6.59         5.97           5.28          6.00
      73                7.43            7.26           6.77         6.06           5.32          6.16
      74                7.73            7.53           6.96         6.16           5.35          6.33

      75                8.06            7.82           7.14         6.25           5.38          6.51

- ----------------------------------------------------------------------------------------------------------
</TABLE>

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


                                       12
<PAGE>

                                    OPTION 2

                                   Life Income

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

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

                Payments Guaranteed for a Stated Period of Years

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
      Adjusted
  Age of Annuitant       None               5               10              15              20
- -------------------------------------------------------------------------------------------------------
<S>                    <C>              <C>              <C>            <C>              <C>
       50              $ 4.34           $ 4.34           $ 4.31         $ 4.27           $ 4.22
       51                4.41             4.40             4.38           4.33             4.27
       52                4.48             4.47             4.45           4.40             4.32
       53                4.56             4.55             4.52           4.46             4.38
       54                4.64             4.63             4.59           4.53             4.44

       55                4.72             4.71             4.67           4.60             4.50
       56                4.81             4.80             4.75           4.67             4.56
       57                4.91             4.89             4.84           4.75             4.62
       58                5.01             4.99             4.93           4.83             4.69
       59                5.12             5.10             5.03           4.92             4.75

       60                5.23             5.21             5.13           5.00             4.82
       61                5.36             5.33             5.24           5.09             4.88
       62                5.49             5.45             5.35           5.19             4.95
       63                5.63             5.59             5.47           5.28             5.02
       64                5.78             5.73             5.60           5.38             5.08

       65                5.94             5.89             5.73           5.48             5.15
       66                6.11             6.05             5.87           5.58             5.21
       67                6.29             6.22             6.02           5.69             5.27
       68                6.49             6.41             6.17           5.79             5.33
       69                6.70             6.60             6.33           5.90             5.38

       70                6.92             6.81             6.49           6.00             5.43
       71                7.17             7.04             6.66           6.10             5.48
       72                7.43             7.27             6.84           6.20             5.52
       73                7.71             7.53             7.02           6.30             5.55
       74                8.02             7.80             7.20           6.39             5.59

       75                8.35             8.08             7.38           6.48             5.62

- -------------------------------------------------------------------------------------------------------
</TABLE>

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


                                       13
<PAGE>

                                    OPTION 2

                                   Life Income

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

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

                Payments Guaranteed for a Stated Period of Years

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
      Adjusted
  Age of Annuitant       None               5              10               15           20
- ----------------------------------------------------------------------------------------------------
<S>                    <C>              <C>             <C>             <C>           <C>
       50              $ 5.26           $ 5.25          $ 5.22          $ 5.17        $ 5.11
       51                5.33             5.32            5.28            5.23          5.15
       52                5.40             5.38            5.34            5.29          5.20
       53                5.47             5.45            5.41            5.35          5.26
       54                5.54             5.53            5.48            5.41          5.31

       55                5.63             5.61            5.56            5.47          5.36
       56                5.71             5.69            5.63            5.54          5.42
       57                5.80             5.78            5.72            5.61          5.47
       58                5.90             5.88            5.81            5.69          5.53
       59                6.01             5.98            5.90            5.77          5.59

       60                6.12             6.09            6.00            5.85          5.65
       61                6.24             6.21            6.10            5.93          5.71
       62                6.37             6.33            6.21            6.02          5.77
       63                6.51             6.46            6.33            6.11          5.83
       64                6.66             6.60            6.45            6.20          5.89

       65                6.82             6.75            6.57            6.30          5.95
       66                6.99             6.91            6.71            6.39          6.01
       67                7.17             7.08            6.85            6.49          6.06
       68                7.36             7.27            6.99            6.59          6.12
       69                7.57             7.46            7.15            6.69          6.17

       70                7.80             7.67            7.30            6.78          6.21
       71                8.05             7.89            7.47            6.88          6.25
       72                8.31             8.13            7.64            6.97          6.29
       73                8.59             8.38            7.81            7.06          6.33
       74                8.90             8.64            7.99            7.15          6.36

       75                9.23             8.93            8.16            7.23          6.38

- ----------------------------------------------------------------------------------------------------
</TABLE>

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


                                       14
<PAGE>

                                    OPTION 3

                         Life Income for Two Annuitants

                    Amount of Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
        Adjusted Ages
- -------------------------------                                         Option 3d
   Annuitant        Second     Option 3a     Option 3b    Option 3c      10 Years      Option 3e   Option 3f
                   Annuitant                                            Guaranteed
- ---------------------------------------------------------------------------------------------------------------
<S>                    <C>        <C>          <C>           <C>          <C>             <C>         <C>
     55                50         $ 3.69       $ 4.05        $ 4.27       $ 3.69          $ 4.03      $ 3.69
     55                55           3.88         4.25          4.47         3.87            4.14        3.87
     55                60           3.99         4.44          4.71         3.98            4.20        3.98

     60                55           3.99         4.44          4.71         3.98            4.42        3.98
     60                60           4.24         4.71          4.99         4.23            4.57        4.23
     60                65           4.38         4.97          5.32         4.38            4.65        4.38

     65                60           4.38         4.97          5.32         4.38            4.93        4.38
     65                65           4.72         5.33          5.70         4.71            5.14        4.72
     65                70           4.93         5.68          6.15         4.91            5.27        4.91

     70                65           4.93         5.68          6.15         4.91            5.66        4.91
     70                70           5.40         6.21          6.70         5.36            5.96        5.38
     70                75           5.69         6.68          7.32         5.62            6.13        5.66

     75                70           5.69         6.68          7.32         5.62            6.67        5.66
     75                75           6.37         7.45          8.15         6.23            7.12        6.33
     75                80           6.78         8.11          8.99         6.54            7.36        6.71

- ---------------------------------------------------------------------------------------------------------------
</TABLE>

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


                                       15
<PAGE>

                                    OPTION 3

                         Life Income for Two Annuitants

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

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

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
          Adjusted Ages
- ----------------------------------                                               Option 3d
    Annuitant          Second        Option 3a      Option 3b      Option 3c      10 Years    Option 3e
                      Annuitant                                                  Guaranteed
- -----------------------------------------------------------------------------------------------------------
<S>                      <C>          <C>             <C>           <C>            <C>          <C>
      55                 50           $ 3.97          $ 4.35        $ 4.56         $ 3.97       $ 4.31
      55                 55             4.16            4.54          4.76           4.15         4.42
      55                 60             4.27            4.73          5.00           4.26         4.48

      60                 55             4.27            4.73          5.00           4.26         4.70
      60                 60             4.51            4.99          5.27           4.50         4.84
      60                 65             4.66            5.25          5.61           4.65         4.93

      65                 60             4.66            5.25          5.61           4.65         5.22
      65                 65             4.99            5.61          5.99           4.98         5.42
      65                 70             5.19            5.97          6.44           5.17         5.54

      70                 65             5.19            5.97          6.44           5.17         5.93
      70                 70             5.67            6.49          6.99           5.62         6.23
      70                 75             5.95            6.96          7.61           5.87         6.40

      75                 70             5.95            6.96          7.61           5.87         6.95
      75                 75             6.64            7.73          8.43           6.48         7.40
      75                 80             7.04            8.39          9.29           6.79         7.64

- -----------------------------------------------------------------------------------------------------------
</TABLE>

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


                                       16
<PAGE>

                                    OPTION 3

                         Life Income for Two Annuitants

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
          Adjusted Ages
- -----------------------------------                                              Option 3d
    Annuitant          Second         Option 3a      Option 3b       Option 3c    10 Years     Option 3e
                      Annuitant                                                  Guaranteed
- -------------------------------------------------------------------------------------------------------------
<S>                      <C>           <C>             <C>            <C>          <C>           <C>
      55                 50            $ 4.88          $ 5.26         $ 5.48       $ 4.88        $ 5.23
      55                 55              5.04            5.44           5.66         5.04          5.32
      55                 60              5.15            5.63           5.91         5.14          5.38

      60                 55              5.15            5.63           5.91         5.14          5.59
      60                 60              5.37            5.87           6.16         5.37          5.72
      60                 65              5.52            6.14           6.51         5.51          5.80

      65                 60              5.52            6.14           6.51         5.51          6.10
      65                 65              5.83            6.49           6.87         5.82          6.29
      65                 70              6.04            6.84           7.34         6.00          6.41

      70                 65              6.04            6.84           7.34         6.00          6.81
      70                 70              6.49            7.35           7.87         6.44          7.08
      70                 75              6.77            7.84           8.51         6.68          7.25

      75                 70              6.77            7.84           8.51         6.68          7.81
      75                 75              7.45            8.60           9.33         7.27          8.25
      75                 80              7.86            9.28          10.20         7.57          8.49

- ------------------------------------------------------------------------------------------------------------
</TABLE>

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


                                       17
<PAGE>

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

                                        /s/ Thomas J. McInerney
                                            Thomas J. McInerney, President







                                       18



                                 EX-99.B.4.61

                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed as follows:

1.  For Contracts with the Fixed Account, the Fixed Account Minimum Guaranteed
    Interest Rate provision is restated as follows:

        Aetna will add interest daily to all amounts held in the Fixed Account.
        For each calendar year, Aetna will set a minimum guaranteed annual
        interest rate which will apply to all amounts held in the Fixed Account
        during the calendar year. This rate will never be less than an annual
        rate of 3%. This one year minimum guaranteed interest rate will be
        established prior to each calendar year and will be made available to
        the Contract Holder in advance of the calendar year. Aetna, in its
        discretion, may credit interest at a rate greater than this one year
        rate. Aetna will make available to the Contract Holder the rate
        currently being credited to amounts held in the Fixed Account.

2.  For Contracts providing for the payment of any Fixed Account Surrender Value
    in equal payments over a period not to exceed 60 months, the paragraph
    describing the interest rate to be credited during the payment period is
    amended and restated as follows:

        During the payment period, interest will be credited to the remaining
        Fixed Account balance at a single fixed rate that will not be more than
        two percentage points below the rate being credited to the Fixed Account
        as of the date of surrender. In no event will the credited interest rate
        be less than 3%.

Endorsed and made a part of the Contract effective on the Effective Date of the
Contract.


                                /s/ Thomas J. McInerney
                                    -------------------
                                    Thomas J. McInerney
                                    President
                                    Aetna Life Insurance and Annuity Company


EI403-GI-98

                                  EX-99.B.4.62

                               Form of Endorsement

                    Aetna Life Insurance and Annuity Company

                                   Endorsement

The Contract and, if applicable, the Certificate, are endorsed as follows.

Delete Section 10.01, Death Benefit, and replace it with the following:

If a Participant dies during the Accumulation Phase, we pay a death benefit. If
the Contract Beneficiary requests payment of the death benefit as a lump sum or
Annuity option within six months of the Participant's death, the amount of the
death benefit MVA on the date we receive notice of death and a request for
payment in Good Order is guaranteed to be the greater of:

     (a)  The Individual Account value plus any applicable aggregate positive
          MVA; or

     (b)  The total of Contributions to the Individual Account, minus any amount
          withdrawn, taken as a loan (if allowed under the Contract), or used to
          purchase Annuity payments.

Endorsed and made part of the Contract and, if applicable, the Certificate on
the Effective Date.


                                  /s/ Thomas J. McInerney
                                      -------------------
                                      Thomas J. McInerney
                                      President
                                      Aetna Life Insurance and Annuity Company

E-MMGDB(99)

                                  Ex-99.B.4.63

                               Form of Endorsement

                    Aetna Life Insurance and Annuity Company

                                   Endorsement

For an Individual Account established under an Exchanged Contract, any amount
allocated to the Fixed Plus Account after the Contract Effective Date will be
subject to the Fixed Plus Account provisions stated in this Contract except as
provided below.

For amounts held in the Fixed Plus Account under the previous ALIAC contract,
the amount, if any, transferred to the Fixed Plus Account under this Contract
will be subject to the Fixed Plus Account provisions of the previous contract
unless the Contract Holder or Participant, as applicable, elects to have the
provisions of this Contract apply.

During the [three month] period beginning on the Contract Effective Date,
Participants may elect to have the amount, if any, in the Fixed Plus Account
under the previous ALIAC contract and transferred to the Fixed Plus Account
under this Contract subject to Fixed Plus Account provisions stated in this
Contract. The election must be in writing or as otherwise allowed by our
administrative practices and cannot be revoked.

Endorsed and made part of the Contract, and the Certificate if applicable, on
the Contract Effective Date.


                                        /s/ Thomas J. McInerney
                                            -------------------
                                            Thomas J. McInerney
                                            President, Aetna Life Insurance and
                                            Annuity Company


E-MMFPEX(99)

                                  Ex-99.B.4.64

                               Form of Endorsement

                    Aetna Life Insurance and Annuity Company
                                Loan Endorsement

The Contract, and the Certificate if applicable, are endorsed as follows.

Subject to the provisions below, loans are available under the Contract.

During the Accumulation Phase, loans are available (1) as permitted under
applicable law, and (2) subject to the terms and conditions of the loan
agreement.

The Loan Account

The loan account is an accounting device used to keep a record of loan activity.
For each loan, an amount equal to the loan amount is transferred from the
Investment Options in which the Individual Account is invested and is credited
to the loan account. The loan account is then credited with interest at a rate
which is not less than the loan interest rate, less [2.5%], on an annual basis.

Amount Available For Loan

The amount available for loan is limited to the Individual Account value
attributable to employee contributions, subject to any Plan vesting limits as
determined by the Contract Holder (vested Individual Account value), plus any
additional amounts allowed by the Plan as determined by the Contract Holder.
Amounts available from some Investment Options may be subject to limitations
specified in the loan agreement. To obtain the loan amount requested, these
limitations may require a transfer of funds among the Investment Options. A
Market Value Adjustment may apply to amounts transferred from the GAA Account.
The amount, if any, from the Fixed Plus Account may be subject to a default
charge if the Participant defaults on the loan.

For plans subject to ERISA, the minimum loan amount is $1,000.

For plans not subject to ERISA, the minimum loan amount is defined in the loan
agreement. The maximum loan amount is the lesser of:

     (1) Fifty percent of the vested Individual Account value, including the
         amount, if any, in the loan account, reduced by the amount of any
         outstanding loan balance on the loan effective date (the loan effective
         date is the date on which We receive a loan agreement in good order at
         Our Home Office.); or

     (2) Fifty thousand dollars reduced by the highest outstanding loan account
         balance for the preceding 12 months.

The total amount of all outstanding loans cannot exceed $50,000.

Loan Interest Rate

We set a loan interest rate on the first business day of each month. The
initial rate for each loan is the rate for the calendar month in which the loan
effective date occurs. The initial interest rate is effective for not less than
three months and not more than one year. The period is specified in the loan
agreement. For each subsequent period, the interest rate is adjusted if the new
rate is at least 0.5% higher or lower than the current rate. We provide
reasonable notification in writing of any change to the loan interest rate.

The loan interest rate is:

     For plans subject to ERISA: equal to the Monthly Average Corporates (which
     is Moody's Corporate Bond Yield Average-Monthly Average Corporates
     published by Moody's Investor Service, or its successor, or a substantially
     similar average that may be allowed by law or regulation) for the calendar
     month beginning two months before the loan interest rate is effective.

     For plans not subject to ERISA: not greater than 8% on an annual basis.

<PAGE>

Loan repayment

A loan may be repaid as described in the loan agreement, or paid in full at any
time.

Partial Withdrawal(s) While A Loan Is Outstanding

While a loan is outstanding, the amount available for partial withdrawal is
equal to the vested Individual Account value, including the loan account, minus
125% of the outstanding loan balance.

Full Withdrawal While A Loan Is Outstanding

When a full withdrawal is requested while a loan is outstanding, one of the
following occurs:

     (1) If the amount of the vested Individual Account value available for
         distribution is sufficient to repay (a) the outstanding loan balance,
         plus (b) any applicable Fixed Plus Account default charge, and (c) any
         applicable Withdrawal Charge due on the outstanding loan balance, that
         amount (the total of a, b, and c,), minus the loan account balance, is
         deducted from the vested Individual Account value and the loan is
         canceled.

     (2) If the amount of the vested Individual Account value available for
         distribution is not sufficient to repay (a) the outstanding loan
         balance, plus (b) any applicable Fixed Plus Account default charge, and
         (c) any applicable Withdrawal Charge due, the withdrawal amount cannot
         exceed the vested Individual Account value, including the loan account,
         reduced by 125% of the outstanding loan balance and a full withdrawal
         cannot be made until the loan is repaid in full.

Electing An Annuity Option While A Loan Is Outstanding

Before all or any portion of the vested Individual Account value is used to
purchase Annuity payments, the Participant may repay any outstanding loan
balance, or the vested Individual Account value is adjusted as described in the
section above titled "Full Withdrawal While a Loan Is Outstanding."

Death Of The Participant While A Loan Is Outstanding

If a death benefit claim is submitted for an Individual Account with an
outstanding loan, the Individual Account value, including the amount of the loan
account, is reduced by the amount of the outstanding loan balance before the
death benefit amount is determined.

Loan Default: If we do not receive a loan payment when due, the defaulted
payment is treated as follows:

     (1) If the amount of the vested Individual Account value available for
         distribution is sufficient to repay (a) the defaulted payment, plus (b)
         any applicable Fixed Plus Account default charge, and (c) any
         Withdrawal Charge due on the defaulted loan and that amount (the total
         of a, b, and c,) is deducted from the vested Individual Account value.
         The amount of the defaulted payment is reported to the Internal Revenue
         Service as a distribution.

     (2) If the amount of the vested Individual Account value available for
         distribution is not sufficient to repay (a) the loan balance, plus (b)
         any applicable Fixed Plus Account default charge, and (c) any
         Withdrawal, until such time that the amount due can be distributed, the
         loan account continues to earn interest, and interest is charged on the
         defaulted payment. At that time, the amount due is withdrawn from the
         vested Individual Account value. The amount of the defaulted payment is
         reported to the Internal Revenue Service as a distribution.


This endorsement is effective and made part of the Contract, and the Certificate
if applicable, when accepted on the effective date of the Contract or
Certificate.


                               President
                               Aetna Life Insurance and Annuity Company


E-MMCDALOAN(99)

                                  Ex-99.B.4.65

                               Form of Endorsement

                    Aetna Life Insurance and Annuity Company

                                   Endorsement

The Contract and, if applicable, the Certificate are endorsed as follows.

For an Individual Account established with a single Contribution, the Withdrawal
Charge shown on Contract Schedule I does not apply; it is replaced with the
following.

Withdrawal Charge (see 8.04)

For each withdrawal from an Individual Account, we may deduct a withdrawal
charge. This charge is a percentage of the amount withdrawn. The withdrawal
charge for an Individual Account established with a single Contribution is:

[Number of Years Since Individual Account
Established]                                         Withdrawal Charge
- ------------                                         -----------------

[Fewer than 5 years                                           5%
5 or more, but fewer than 6 years                             4%
6 or more, but fewer than 7 years                             3%
7 or more, but fewer than 8 years                             3%
8 or more, but fewer than 9 years                             1%
9 or more years                                               0%]

The withdrawal charge will never exceed [8-1/2%] of total Contributions, or the
maximum permitted by National Association of Securities Dealers, Inc. (NASD)
rules.

Endorsed and made part of the Contract and, if applicable, on the Contract
Effective Date.


                           /s/ Thomas J. McInerney
                               -------------------
                               Thomas J. McInerney
                               President, Aetna Life Insurance and 
                               Annuity Company

E-MMLSWC(99)

                                  Ex-99.B.4.66

                               Form of Endorsememt

                    Aetna Life Insurance and Annuity Company

                                   Endorsement

The Contract, and the Certificate if applicable, are endorsed as follows.

When Aetna Life Insurance and Annuity Company (ALIAC) is the exclusive Plan
provider, ALIAC will apply a transfer credit to transferred assets allocated to
Individual Accounts. Transferred assets are the value of contributions made
under a previous contract with another annuity company which are transferred to
the ALIAC Contract. The amount of the transfer credit will equal [two percent]
of transferred assets allocated to Individual Accounts under the Contract.

On the date We receive them in Good Order at Our Home Office, We allocate
transferred assets, less any applicable premium tax, to Individual Accounts in
amounts and to investment options as directed by the Contract Holder.

The transfer credit amount is calculated on the first anniversary of the
Individual Account Effective Date. The amount of the transfer credit is based on
the Individual Account Current Value on that date. The amount of the transfer
credit is deposited in the Fixed Plus Account. In addition to the transfer
credit, the amount deposited in the Fixed Plus Account will include interest
that would have accrued had the transfer credit amount been deposited to the
Fixed Plus Account on the first business day of the calendar month following the
Individual Account Effective Date.

Endorsed and made part of the Contract, and the Certificate if applicable, on
the Contract Effective Date.


                           /s/ Thomas J. McInerney
                               -------------------
                               Thomas J. McInerney
                               President, Aetna Life Insurance and 
                               Annuity Company


E-MMTC(5/99)


                                  EX-99.B.4.67

                               Contract Schedule I
                                    Level [A]
                               Accumulation Period

Separate Account
- --------------------------------------------------------------------------------

Separate Account:

              Variable Annuity Account C

Charges to Separate Account:

              A daily charge is deducted from any portion of the Current Value
              allocated to the Separate Account. The charge is determined by the
              expenses of administration and the value of total assets held by
              Aetna under this Contract and other Aetna contracts of the same
              class, on each anniversary date of this Contract. The daily charge
              for Annuity mortality and expense risk and profit (M & E) will be
              adjusted (up or down) no less often than annually to reflect
              changes in the Current Value of all Plan Accounts. The charge will
              include a daily administrative charge which will not exceed
              [0.25%] on an annual basis.


<TABLE>
<CAPTION>
                            Total Assets                           M & E                   Administrative Charge
                                                          (annual effective rate)         (annual effective rate)
                -------------------------------------- ------------------------------ --------------------------------
<S>                                                                  <C>                            <C>
                       Less than        $ 500,000                    1.25%                          0.25%

                         500,000  -     1,000,000                    1.25%                          0.25%

                       1,000,001  -     5,000,000                    1.25%                          0.25%

                       5,000,001  -    15,000,000                    1.25%                          0.25%

                    Greater than       15,000,000                    1.25%                          0.25%
</TABLE>

              Initial charges will be based on Aetna's estimated expenses of
              administration and year end asset level for the Contract Holder.

Fixed Plus Account
- --------------------------------------------------------------------------------

Minimum Guaranteed Interest Rate:

              [3%] (effective annual rate of return).

              Beginning on the [tenth] anniversary of the effective date of an
              Individual Account, Aetna will credit amounts with an interest
              rate that is at least [0.25%] higher than the then declared
              interest rate for Individual Accounts before the tenth
              anniversary.

Partial Withdrawal:

              The [20%] annual limit applicable to a partial withdrawal from the
              Fixed Plus Accounts will be waived when the withdrawal is:

              a)  due to the Participant's death (within [six (6)] months of the
                  Participant's date of death), before Annuity benefit payments
                  begin; or
<PAGE>

              b)  used to purchase Annuity benefits.

Full Withdrawal:

              The Payment of Fixed Plus Account Full Withdrawal provision will
              be waived when the withdrawal is:

              a)  Due to the Participant's death before Annuity payments begin
                  and request for payment is received within six (6) months
                  after the Participant's date of death;

              b)  Used to purchase Annuity benefits; or

              c)  When the amount in the Fixed Plus Account is $3,500 or less
                  and no amount has been surrendered, transferred, taken as a
                  loan or used to purchase Annuity benefits during the prior 12
                  months.

Guaranteed Accumulation Account (GA Account)
- --------------------------------------------------------------------------------


Minimum Guaranteed Interest Rate:

              [3%] (effective annual rate of return).

Separate Account and GA Account
- --------------------------------------------------------------------------------


Withdrawal Fee:

<TABLE>
<CAPTION>
         Length of Time from Individual
         Account(s) Effective Date (Years)                      Withdrawal Fee
<S>                                                                   <C>
         Fewer than 5                                                 5%

         5 or more, but fewer than 7                                  5%

         7 or more, but fewer than 9                                  5%

         9 or more, but fewer than 10                                 5%

         10 or more                                                   5%
</TABLE>


         The withdrawal fee will not be deducted from any portion of the
         Individual Account(s) Current Value which is paid:

         o    Due to the Participant's death before Annuity payments begin;

         o    Used to purchase Annuity benefits;

         o    Due to the election of the Estate Conservation Option (ECO) or the
              Systematic Withdrawal Option (SWO) (see Section IV);

         o    In an amount equal to or less than [10%] of the Individual Account
              Current Value, as part of the first partial withdrawal request in
              a calendar year to a Participant who is at least age 59-1/2 and
              less than 70-1/2. The Individual Account Current Value is
              calculated as of the date the partial withdrawal request is
              received in good order at Aetna's Home Office. Any outstanding
              loans from the Individual Account are excluded when calculating
              the Individual Account Current Value. This provision does not
              apply to partial withdrawal due to loan defaults made from the
              Individual Account and does not apply to full withdrawal requests.
              This provision may not be exercised if SWO is elected;

         o    When the Individual Account(s) Current Value is [$3,500] or less
              and no amount has been withdrawn, taken as a loan or used to
              purchase Annuity benefits during the prior [12] months;
<PAGE>

         o    To relieve a Participant's "financial hardship," as may be allowed
              for annuity contracts under Section 403(b) of the Code or other
              applicable Internal Revenue Service rules or regulations; or

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

         o    Due to a transfer of the Individual Account Current Value to
              another retirement product offered by the Company under the
              Contract Holder's Plan under various conditions as agreed to by us
              and by the Contract Holder in writing.

              The withdrawal fee will never exceed 8-1/2% of the total
              Contributions made to the Individual Account.

Separate Account, GA Account and Fixed Plus Account
- --------------------------------------------------------------------------------

Transfers:

              An [unlimited] number of Transfers may be made during the
              Accumulation Period.

Maintenance Fee:

              An annual Maintenance Fee may be charged, as determined by the
              [expenses of administration and the] value of total assets held by
              Aetna under this Contract and other Aetna contracts of the same
              class, on each anniversary date of this Contract. The Maintenance
              Fee may go up or down each year. Where applicable, the Maintenance
              Fee will be charged for each Participant in the Contract.



<TABLE>
<CAPTION>
                            Total Assets              Maintenance Fee
                --------------------------------------------------------------
<S>                                                         <C>
                       Less than         $500,000           $25.00

                         500,000  -     1,000,000           $25.00

                       1,000,001  -     5,000,000           $25.00

                       5,000,001  -    15,000,000           $25.00

                    Greater than       15,000,000           $25.00
</TABLE>


              Initial charges will be based on Aetna's estimated [expenses of
              administration and estimated] year end asset level for the
              Contract Holder.


Systematic Withdrawal Option (SWO):

              The Specified Payment or Specified Percentage may not be greater
              than [20%] of the Individual Account's Current Value at the time
              of election. The Specified Period may not be less than [5] years.

Loan Interest Rate:

              a)  Plans subject to ERISA: a Loan Interest Rate is set on the
                  first business day of each month. For each loan, the initial
                  Loan Interest Rate is equal to the Monthly Average Corporates
                  for the calendar month beginning two months before the
                  calendar month in which the Loan Effective Date occurs. The
                  initial Loan Interest Rate is effective for a period of not
                  less than three months and not more than one year. The period
                  is specified in the loan agreement. For each period, the Loan
                  Interest Rate is adjusted if the new rate is at least [0.5%]
                  higher or lower than the previous rate. The Participant will
                  receive reasonable notification of any change to the Loan
                  Interest Rate.

              b)  Plans not subject to ERISA: [6%] on an annual basis.
<PAGE>

              See Section I. - DEFINITIONS for explanations.
<PAGE>

                       This page intentionally left blank


                                  EX-99.B.4.68

                               Contract Schedule I
                                    Level [A]
                               Accumulation Period

Separate Account
- --------------------------------------------------------------------------------

Separate Account:

              Variable Annuity Account C

Charges to Separate Account:

              A daily charge is deducted from any portion of the Current Value
              allocated to the Separate Account. The charge is determined by the
              expenses of administration and the value of total assets held by
              Aetna under this Contract and other Aetna contracts of the same
              class, on each anniversary date of this Contract. The daily charge
              for Annuity mortality and expense risk and profit (M & E) will be
              adjusted (up or down) no less often than annually to reflect
              changes in the Current Value of all Plan accounts. The charge will
              include a daily administrative charge which will not exceed
              [0.25%] on an annual basis.


<TABLE>
<CAPTION>
                            Total Assets                       M & E                Administrative Charge
                                                      (annual effective rate)      (annual effective rate)
                -----------------------------------------------------------------------------------------------
<S>                                                              <C>                         <C>
                       Less than        $ 500,000                1.25%                       0.25%

                         500,000  -     1,000,000                1.25%                       0.25%

                       1,000,001  -     5,000,000                1.25%                       0.25%

                       5,000,001  -    15,000,000                1.25%                       0.25%

                    Greater than       15,000,000                1.25%                       0.25%
</TABLE>

              Initial charges will be based on Aetna's estimated expenses of
              administration and year end asset level for the Contract Holder.

Fixed Plus Account
- --------------------------------------------------------------------------------

Minimum Guaranteed Interest Rate:

              [3%] (effective annual rate of return).

              Beginning on the [tenth] anniversary of the effective date of an
              Individual Account, Aetna will credit amounts with an interest
              rate that is at least [0.25%] higher than the then declared
              interest rate for Individual Accounts before the [tenth]
              anniversary.

Partial Withdrawal:

              The [20%] annual limit applicable to a partial withdrawal from the
              Fixed Plus Account will be waived when the withdrawal is:

              a)  Due to the Participant's death (within [six (6)] months of the
                  Participant's date of death), before Annuity benefit payments
                  begin; or


A020RV95(1/98)
<PAGE>

              b)  Used to purchase Annuity benefits.

Full Withdrawal:

              The Payment of Fixed Plus Account Full Withdrawal provision will
              be waived when the withdrawal is:

              a)  Due to the Participant's death before Annuity payments begin
                  and request for payment is received within six (6) months
                  after the Participant's date of death;

              b)  Used to purchase Annuity benefits; or

              c)  When the amount in the Fixed Plus Account is $3,500 or less
                  and no amount has been surrendered, transferred, taken as a
                  loan or used to purchase Annuity benefits during the prior 12
                  months.

Guaranteed Accumulation Account (GA Account)
- --------------------------------------------------------------------------------


Minimum Guaranteed Interest Rate:

              [3%] (effective annual rate of return).

Separate Account and GA Account
- --------------------------------------------------------------------------------


Withdrawal Fee:

<TABLE>
<CAPTION>
              Length of Time from Individual
              Account(s) Effective Date (Years)                 Withdrawal Fee
<S>                                                                   <C>
              Fewer than 5                                            5%

              5 or more, but fewer than 7                             5%

              7 or more, but fewer than 9                             5%

              9 or more, but fewer than 10                            5%

              10 or more                                              5%
</TABLE>


              The Withdrawal Fee will not be deducted from any portion of the
              Individual Account(s) Current Value which is paid:

              o   Due to the Participant's death before Annuity payments begin;

              o   Used to purchase Annuity benefits;

              o   Due to the election of the Estate Conservation Option (ECO) or
                  the Systematic Withdrawal Option (SWO) (see Section IV);

              o   In an amount equal to or less than [10%] of the Individual
                  Account(s) Current Value, as part of the first partial
                  withdrawal request in a calendar year to a Participant who is
                  at least age 59-1/2 and less than 70-1/2. The Individual
                  Account(s) Current Value is calculated as of the date the
                  partial withdrawal request is received in good order at
                  Aetna's Home Office. Any outstanding loans from the Individual
                  Account(s) are excluded when calculating the Individual
                  Account(s) Current Value. This provision does not apply to
                  partial withdrawal due to loan defaults made from the
                  Individual Account(s) and does not apply to full withdrawal
                  requests. This provision may not be exercised if SWO is
                  elected;
<PAGE>

              o   When the Individual Account(s) Current Value is [$3,500] or
                  less and no amount has been withdrawn, taken as a loan or used
                  to purchase Annuity benefits during the prior [12] months;

              o   To relieve a Participant's "financial hardship," as may be
                  allowed for annuity contracts under Section 403(b) of the Code
                  or other applicable Internal Revenue Service rules or
                  regulations; or

              o   On account of a Participant's separation from service. The
                  Participant must submit documentation satisfactory to Aetna to
                  confirm that the he/she is no longer providing services to the
                  employer.

              o   Due to a transfer of the Individual Account Current Value to
                  another retirement product offered by the Company under the
                  Contract Holder's Plan under various conditions as agreed to
                  by us and by the Contract Holder in writing.

              The withdrawal fee will never exceed 8.5% of the total
              Contributions made to the Individual Account(s).

Separate Account, GA Account and Fixed Plus Account
- --------------------------------------------------------------------------------

Transfers:

              An unlimited number of Transfers may be made during the
              Accumulation Period.

Maintenance Fee:

              An annual Maintenance Fee may be charged, as determined by the
              [expenses of administration and the] value of total assets held by
              Aetna under this Contract and other Aetna contracts of the same
              class, on each anniversary date of this Contract. The Maintenance
              Fee may go up or down each year. Where applicable, the Maintenance
              Fee will be charged for each Participant in the Contract.



<TABLE>
<CAPTION>
                            Total Assets                    Maintenance Fee
                --------------------------------------------------------------------
<S>                                                               <C>
                       Less than         $500,000                 $25.00

                         500,000  -     1,000,000                 $25.00

                       1,000,001  -     5,000,000                 $25.00

                       5,000,001  -    15,000,000                 $25.00

                    Greater than       15,000,000                 $25.00
</TABLE>


              Initial charges will be based on Aetna's estimated [expenses of
              administration and estimated] year end asset level for the
              Contract Holder.



Systematic Withdrawal Option (SWO):

              The Specified Payment or Specified Percentage may not be greater
              than [20%] of the Individual Account's Current Value at the time
              of election. The Specified Period may not be less than [5] years.
<PAGE>

Loan Interest Rate:

              a)  Plans subject to Title I of the Employee Retirement Income
                  Security Act of 1974 (ERISA): A Loan Interest Rate is set on
                  the first business day of each month. For each loan, the
                  initial Loan Interest Rate is equal to the Monthly Average
                  Corporates for the calendar month beginning two months before
                  the calendar month in which the Loan Effective Date occurs.
                  The initial Loan Interest Rate is effective for a period of
                  not less than three months and not more than one year. The
                  period is specified in the loan agreement. For each period,
                  the Loan Interest Rate is adjusted if the new rate is at least
                  [0.5%] higher or lower than the previous rate. The Participant
                  will receive reasonable notification of any change to the Loan
                  Interest Rate.

              b)  Plans not subject to ERISA: [6%] on an annual basis.


              See Section I. - DEFINITIONS for explanations.
<PAGE>

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A02DRV95(1/98)


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