VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO, 497, 2000-05-02

VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO
497, 2000-05-02

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Prospectus - May 1, 2000
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The Funds
Aetna Ascent VP
Aetna Balanced VP, Inc.
Aetna Income Shares d/b/a Aetna Bond VP
Aetna Crossroads VP
Aetna Variable Fund d/b/a Aetna Growth and Income VP
Aetna Index Plus Bond VP*
Aetna Index Plus Large Cap VP
Aetna Index Plus Mid Cap VP
Aetna Index Plus Small Cap VP
Aetna Legacy VP
Aetna Variable Encore Fund d/b/a Aetna Money Market VP
Aetna Value Opportunity VP
Calvert Social Balanced Portfolio
Fidelity Variable Insurance Products Fund (VIP) Equity-Income Portfolio
Fidelity Variable Insurance Products Fund (VIP) High Income Portfolio
Fidelity Variable Insurance Products Fund II (VIP II) Asset Manager Portfolio
Fidelity Variable Insurance Products Fund II (VIP II) Contrafund[RegTM]
Portfolio
Fidelity Variable Insurance Products Fund II (VIP II) Index 500 Portfolio
Janus Aspen Aggressive Growth Portfolio
Janus Aspen Growth Portfolio
Janus Aspen Worldwide Growth Portfolio
Lexington Emerging Markets Fund, Inc.
Lexington Natural Resources Trust**
MFS Total Return Series
Oppenheimer Global Securities Fund/VA
Oppenheimer Strategic Bond Fund/VA
Portfolio Partners, Inc. (PPI) MFS Capital Opportunities Portfolio (formerly PPI
MFS Value Equity Portfolio)
Portfolio Partners, Inc. (PPI) MFS Emerging Equities Portfolio
Portfolio Partners, Inc. (PPI) MFS Research Growth Portfolio
Portfolio Partners, Inc. (PPI) Scudder International Growth Portfolio
Portfolio Partners, Inc. (PPI) T. Rowe Price Growth Equity Portfolio

The Contracts. The contracts described in this prospectus are group deferred
variable annuity contracts issued by Aetna Life Insurance and Annuity Company
(the Company). The contracts may be single purchase payment contracts, which
allow for lump-sum payments, or installment purchase payment contracts, which
allow for installment payments. They are intended to be used as funding vehicles
for certain types of retirement plans, including those that 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).

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Why Reading this Prospectus is Important. Before you participate in the contract
through a retirement plan, you should read this prospectus. It provides facts
about the contract and its investment options. Plan sponsors (generally your
employer) 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 4
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You may participate in this contract if you are an eligible employee of a school
board or public university in the State of New York and if you are a member of
the New York State United Teachers Trust (NYSUT) or the United University
Professions (UUP).

Investment Options. The contracts offer variable investment options and fixed
interest options. When we establish your account, you instruct us to direct
account dollars to any of the available options. Some investment options may be
unavailable through certain contracts and plans.

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

Risks Associated with Investing in the Funds. Information about the risks of
investing in the funds is located in the "Investment Options" section in this
prospectus at page 11 and in each fund prospectus. Read this prospectus in
conjunction with the fund prospectuses, and retain the fund prospectuses for
future reference.

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

* Effective May 15, 2000, transfers or deposits are not allowed into the
subaccount investing in this fund except those made pursuant to standing
customer instructions (e.g., payroll deduction allocations, dollar cost
averaging) in effect prior to this date. See "Important Information Regarding
Aetna Index Plus Bond VP Subaccount".

** 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).

<PAGE>
Prospectus - May 1, 2000 (continued)
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Fixed Interest Options.

> Guaranteed Accumulation Account

> 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.

Important Information Regarding Aetna Index Plus Bond VP Subaccount

Subaccount to be Closed to New Investments

Effective May 15, 2000, the Aetna Index Plus Bond VP subaccount will no longer
be available for new investments. After that date, the Company will only accept
deposits into that subaccount that are made pursuant to standing customer
instructions (e.g., payroll deduction allocations, dollar cost averaging, etc.)
in effect before the close of business on May 12, 2000.

Fund Shares to be Substituted with Shares of Aetna Money Market VP

Plan of Substitution. On or before September 1, 2000, subject to applicable
regulatory approvals and the requisite vote of shareholders of the fund, all
existing balances in Aetna Index Plus Bond VP will be invested in (substituted
with) shares of Aetna Money Market VP. Contract owners or participants will not
incur any fees or charges as a result of the substitution. In addition, on and
after September 1, 2000, all investment allocations then being directed to the
Aetna Index Plus Bond VP subaccount will be redirected to the Aetna Money Market
VP subaccount. The Company believes that the substitution will not create any
tax liability for contract owners or participants.

Transfer Rights. At any time prior to the date of substitution, participants may
transfer their accumulation values from the subaccounts investing in substituted
funds into any other investment options available under the contract, and no
transfer fees or other charges will be imposed. From and after the date of
substitution, contract owners or participants who had values transferred from a
subaccount as a result of a substitution may transfer among any of the
remaining investment options in accordance with the terms of the contract,
also free of any transfer fees and charges.

Surrender Rights. If a contract owner or participant whose shares are
substituted elects to make a surrender under the contract (if permitted by the
plan and applicable tax law) within 30 days after the date of the substitution,
the Company will waive any early withdrawal charge on amounts transferred as a
result of the substitution. This offer to waive the early withdrawal charge
will not apply to amounts transferred after April 10, 2000 from the other
investment options to the Aetna Index Plus Bond VP subaccount. A contract owner
or participant who exercises this surrender right may incur income tax
liability and a tax penalty. See the "Taxation" section of this prospectus
for a discussion of tax consequences resulting from surrender. Contract owners
or participants should seek qualified tax advice before exercising their
surrender rights.
<PAGE>
Prospectus - May 1, 2000 (continued)

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Getting Additional Information. You may obtain the May 1, 2000, Statement of
Additional Information (SAI) by indicating your request on your enrollment
materials or calling the Opportunity Plus Service Center at 1-800-677-4636. You
may also obtain an SAI for any of the funds by calling that number. The SEC also
makes available to the public reports and information about the separate account
and the funds. Certain reports and information including, this prospectus and
SAI, are available on the EDGAR Database on the SEC's website, www.sec.gov, or
at the SEC's public reference room in Washington, DC. You may call
1-202-942-8090 to get information about the operations of the public reference
room. You may obtain copies of reports and other information about the separate
account and the funds, after paying a duplicating fee, by sending an e-mail
request to: [email protected], or by writing to the SEC's Public Reference
Section, Washington, DC 20549-0102. The SAI table of contents is listed on page
38 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. We have not authorized anyone to provide you with
information that is different than that contained in this prospectus.
<PAGE>
TABLE OF CONTENTS

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<TABLE>
<S> <C>
Contract Overview ...................................................... 5
Who's Who
The Contract and Your Retirement Plan
Contract Rights
Contract Facts
Contract Phases: The Accumulation Phase, The Income Phase
Questions: Contacting the Company (sidebar)
Sending Forms and Written Requests in Good Order (sidebar)
</TABLE>
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<TABLE>
<S> <C>
Fee Table ............................................................... 7
Condensed Financial Information ......................................... 11
Investment Options ...................................................... 11
Transfers ............................................................... 12
Contract Purchase or Participation ...................................... 13
Contract Ownership and Rights ........................................... 14
Right to Cancel ......................................................... 15
Fees .................................................................... 16
Your Account Value ...................................................... 19
Withdrawals ............................................................. 21
Loans ................................................................... 22
Systematic Distribution Options ......................................... 23
Death Benefit ........................................................... 24
The Income Phase ........................................................ 25
Taxation ................................................................ 29
Other Topics ............................................................ 34
</TABLE>

The Company -- Variable Annuity Account C -- Performance Reporting -- Voting
Rights -- Contract Distribution -- Changes in Beneficiary Designations --
Opportunity Plus Service Center -- Agreement with the Company -- Contract
Modification -- Legal Matters and Proceedings -- Payment Delay or Suspension --
Intent to Confirm Quarterly

<TABLE>
<S> <C>
Contents of the Statement of Additional Information ..................... 38
Appendix I -- Guaranteed Accumulation Account ........................... 39
Appendix II -- Fixed Account ............................................ 41
Appendix III -- Fund Descriptions ....................................... 42
Appendix IV -- Condensed Financial Information .......................... 45
</TABLE>

4
<PAGE>

Questions: Contacting the Company. To answer your questions, contact your local
representative or write or call the Company through:

Opportunity Plus
Service Center
P.O. Box 12894
Albany, New York 12212-2894

1-800-OPP-INFO
(1-800-677-4636)

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 through the
Opportunity Plus Service Center 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.

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

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Who's Who
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You (the participant): The individual participating in a retirement plan, where
the plan uses the contracts as funding options.

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

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

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

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The Contract and Your Retirement Plan
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Retirement Plan (plan): A plan sponsor has established a retirement plan for
you. The contracts are offered as funding options for that plan. We are not a
party to the plan, so the terms and the conditions of the contracts and the plan
may differ.

Plan Type: We refer to plans in this prospectus as 403(b) plans. For a
description, see "Taxation."

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Contract Rights
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You hold all rights under the contract and may make all elections for your
accounts.

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Contract Facts
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Free Look/Right to Cancel: Contract holders and participants may cancel their
purchase no later than ten days after they receive the contract (or other
document evidencing their interest.) 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 "The Income Phase."

Withdrawals: During the accumulation phase, you may, subject to the limits in
the contract, withdraw all or a part of your account value. Certain fees and
taxes may apply. See "Withdrawals" and "Taxation." Amounts withdrawn from the
Guaranteed Accumulation Account may be subject to market value adjustment. See
Appendix I.

Systematic Distribution Options: You may elect 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."

5
<PAGE>

Taxation: You will not generally pay taxes on any earnings from the annuity
contract described in this prospectus until they are withdrawn. Tax-qualified
retirement arrangements (e.g., 403(b) plans) also defer payment of taxes on
earnings until they are withdrawn. When an annuity contract is used to fund a
tax-qualified retirement arrangement, you should know that the annuity contract
does not provide any additional tax deferral of earnings beyond the tax deferral
provided by the tax-qualified retirement arrangement. However, annuities do
provide other features and benefits which may be valuable to you. You should
discuss your alternatives with your financial representative.

Amounts you receive as a distribution will be generally included in your gross
income and will be subject to taxation. Tax penalties may apply in some
circumstances. See "Taxation".

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Contract Phases
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I. The Accumulation Phase. (accumulating retirement benefits)
<TABLE>
<S> <C>
------------------ STEP 1: You or the contract
Payments to holder provide Aetna Life
Your Account Insurance and Annuity Company
------------------ with your completed enrollment
Step 1 materials. The contract holder
--------------------------------------------------- directs us to set up one or more
Aetna Life Insurance and Annuity Company accounts for you. We may set up
--------------------------------------------------- account(s) for employer
contributions and/ or
a) Step 2 b) contributions from your salary.
- --------- ---------------------------------------------------
Variable Annuity STEP 2: You direct us to invest
Fixed Account C your account dollars in any of
Interest the following investment
Options Variable Investment Options options:
- --------- (a) Fixed Interest Options; or
(b) Variable Investment Options.
--------------------------------------------------- (The variable investment
The Subaccounts options are the subaccounts
--------------------------------------------------- of Variable Annuity Account
C. Each one invests in a
A B Etc. specific mutual fund.)
The subaccount(s) selected
--------------------------------------------------- purchases shares of its
corresponding fund.
Step 2 b)
---------------------
Mutual Mutual
Fund A Fund B
---------------------
</TABLE>
II. The Income Phase (Receiving income phase payments from your contract). If
you wish to begin receiving payments from your contracts, you may select
from the options available. The contract offers several income phase payment
options, if you wish to elect one (see "The Income Phase.") In general, you
may:

> Receive income phase payments over a lifetime or for a specified period;

> Receive income phase payments monthly, quarterly, semi-annually or annually;

> Select an income phase payment option that provides a death benefit to your
beneficiary(ies); or

> Select fixed income phase payments, variable income phase payments (that vary
based on the performance of the variable investment options you select), or a
combination of fixed and variable income phase payments.

6
<PAGE>

In This Section:

> Early Withdrawal Charge Schedule

> Fees Deducted From the Subaccounts

> Fund Fees

> Hypothetical Examples

Also See the "Fees" Section for:

> Early Withdrawal Charge Schedules

> How, When and Why Fees are Deducted

> Premium and Other Taxes

See "The Income Phase" for:

> Fees During the Income Phase

Fee Table
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The tables and examples in this section show the fees your account may incur
while accumulating dollars under the contract (the Accumulation Phase). See "The
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

Early Withdrawal Charge. As a percentage of the amount withdrawn.

Early Withdrawal Charge Schedule(1)

<TABLE>
<CAPTION>
- -------------------------------------------------
Installment Purchase Payment Contracts
- -------------------------------------------------
Purchase Payment Early Withdrawal
Periods Completed 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 10 2%
More than 10 0%
</TABLE>

Fees Deducted From the Subaccounts During the Accumulation Phase (Daily
deductions equal to the given percentage of values invested in the subaccounts
on an annual basis)

<TABLE>
<S> <C>
Mortality and Expense Risk Charge ......... 1.10%(2)
Administrative Expense Charge ............. 0.00%-0.25%(3)
-----------
Total Separate Account Expenses ........... 1.10%-1.35%
===========
</TABLE>

(1)For Single Purchase Payment Contracts, there is no withdrawal charge. For
Installment Purchase Payment Contracts, we waive the withdrawal charge for
dollars contributed to the funds or the Guaranteed Accumulation Account on or
after April 1, 1995. (See "Fees--Early Withdrawal Charge.")

(2)The mortality and expense risk charge for all subaccounts except the Aetna
Money Market VP subaccount is 1.10% on an annual basis effective February 15,
2000, 1.05% on an annual basis effective February 15, 2001, and 1.00% on an
annual basis effective February 15, 2002. The mortality and expenses risk
charge for the Aetna Money Market VP subaccount is 0.35% on an annual basis
effective February 15, 2000. During the income phase, the mortality and
expense risk charge for all subaccounts is 1.25% annually.

(3)We do not currently impose an administrative expense charge. However, we
reserve the right to deduct a daily charge of not more than 0.25% on an
annual basis from the subaccounts.

7
<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 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, 1999.

Fund Expense Table

<TABLE>
<CAPTION>
Total Fund Net Fund
Annual Annual
Expenses Expenses
Investment Without Total After
Advisory Other Waivers or Waivers and Waivers or
Fees(1) Expenses Reductions Reductions Reductions
------------ ---------- ------------ ------------- -----------
<S> <C> <C> <C> <C> <C>
Aetna Ascent VP(2) 0.60% 0.14% 0.74% 0.00% 0.74%
Aetna Balanced VP, Inc. 0.50% 0.09% 0.59% -- 0.59%
Aetna Bond VP 0.40% 0.09% 0.49% -- 0.49%
Aetna Crossroads VP(2) 0.60% 0.14% 0.74% 0.04% 0.70%
Aetna Growth and Income VP 0.50% 0.08% 0.58% -- 0.58%
Aetna Index Plus Bond VP(2) 0.30% 0.33% 0.63% 0.18% 0.45%
Aetna Index Plus Large Cap VP(2) 0.35% 0.10% 0.45% 0.00% 0.45%
Aetna Index Plus Mid Cap VP(2) 0.40% 0.40% 0.80% 0.20% 0.60%
Aetna Index Plus Small Cap VP(2) 0.40% 0.50% 0.90% 0.30% 0.60%
Aetna Legacy VP(2) 0.60% 0.15% 0.75% 0.10% 0.65%
Aetna Money Market VP 0.25% 0.09% 0.34% -- 0.34%
Aetna Value Opportunity VP(2) 0.60% 0.13% 0.73% 0.00% 0.73%
Calvert Social Balanced Portfolio(3) 0.70% 0.19% 0.89% 0.00% 0.89%
Fidelity VIP Equity-Income Portfolio(4) 0.48% 0.09% 0.57% -- 0.57%
Fidelity VIP High Income Portfolio(4) 0.58% 0.11% 0.69% -- 0.69%
Fidelity VIP II Asset Manager Portfolio(4) 0.53% 0.10% 0.63% -- 0.63%
Fidelity VIP II Contrafund[RegTM] Portfolio(4) 0.58% 0.09% 0.67% -- 0.67%
Fidelity VIP II Index 500 Portfolio(5) 0.24% 0.10% 0.34% 0.06% 0.28%
Janus Aspen Aggressive Growth Portfolio(6) 0.65% 0.02% 0.67% 0.00% 0.67%
Janus Aspen Growth Portfolio(6) 0.65% 0.02% 0.67% 0.00% 0.67%
Janus Aspen Worldwide Growth Portfolio(6) 0.65% 0.05% 0.70% 0.00% 0.70%
Lexington Emerging Markets Fund, Inc. 0.85% 0.85% 1.70% -- 1.70%
Lexington Natural Resources Trust 1.00% 0.33% 1.33% -- 1.33%
MFS Total Return Series(7) 0.75% 0.15% 0.90% 0.00% 0.90%
Oppenheimer Global Securities Fund/VA 0.67% 0.02% 0.69% -- 0.69%
Oppenheimer Strategic Bond Fund/VA 0.74% 0.04% 0.78% -- 0.78%
PPI MFS Capital Opportunities Portfolio(8) 0.65% 0.25% 0.90% 0.00% 0.90%
PPI MFS Emerging Equities Portfolio(8) 0.67% 0.13% 0.80% 0.00% 0.80%
PPI MFS Research Growth Portfolio(8) 0.70% 0.15% 0.85% 0.00% 0.85%
PPI Scudder International Growth Portfolio(8) 0.80% 0.20% 1.00% 0.00 1.00%
PPI T. Rowe Price Growth Equity Portfolio(8) 0.60% 0.15% 0.75% 0.00 0.75%
</TABLE>

8
<PAGE>

Footnotes to the "Fund Expense Table"

(1) Certain of the fund advisers reimburse the company for administrative
costs incurred in connection with administering the funds as variable
funding options under the contract. These reimbursements are generally
paid out of the Investment Advisory Fees and are not charged to investors.

(2) The investment adviser is contractually obligated through December 31,
2000 to waive all or a portion of its investment advisory fee and/or its
administrative services fee and/or to reimburse a portion of other
expenses in order to ensure that the fund's "Total Fund Annual Expenses
Without Waivers or Reductions" do not exceed the percentage reflected
under "Net Fund Annual Expenses After Waivers or Reductions."

(3) "Other Expenses" reflect an indirect fee of 0.03% relating to an expense
offset arrangement with the portfolio's custodian. The amount shown under
Total Waivers and Reductions does not reflect a voluntary reduction of
fees paid indirectly. If this voluntary reduction of fees paid indirectly
was reflected, the amount shown under Net Fund Annual Expenses After
Waiver or Reductions would be 0.86%.

(4) A portion of the brokerage commissions that certain funds pay was used to
reduce fund expenses. In addition, through arrangements with certain
funds', or the investment adviser on behalf of certain funds', custodian,
credits realized as a result of uninvested cash balances were used to
reduce a portion of each applicable fund's expenses. These credits are not
included under Total Waivers and Reductions. If these credits had been
included, the amounts shown under Net Fund Annual Expenses After Waivers
or Reductions presented in the table would have been 0.56% for Fidelity
VIP Equity-Income Portfolio; 0.62% for Fidelity VIP II Asset Manager
Portfolio; and 0.65% for Fidelity VIP II Contrafund[RegTM] Portfolio.

(5) The investment adviser agreed to reimburse a portion of Fidelity VIP II
Index 500 Portfolio's expenses during the period.

(6) Expenses are based upon expenses for the fiscal year ended December 31,
1999, restated to reflect a reduction in the management fee for Aggressive
Growth, Growth and Worldwide Growth Portfolios. All expenses are shown
without the effect of expense offset arrangements.

(7) The series has an expense offset arrangement which reduces the series'
custodian fee based upon the amount of cash maintained by the series with
its custodian and dividend disbursing agent. The series may enter into
other such arrangements and directed brokerage arrangements, which would
also have the effect of reducing the series' expenses. The "Other
Expenses" shown above do not take into account these expense reductions,
and are therefore higher than the actual expenses of the series. Had these
fee reductions been taken into account, Net Fund Annual Expenses After
Waivers or Reductions would be lower and would equal 0.89% for the series.

(8) The investment adviser has agreed to reimburse the portfolios for expenses
and/or waive its fees, so that, through at least April 30, 2001, the
aggregate of each portfolio's expenses will not exceed the combined
investment advisory fees and other expenses shown under the Net Fund
Annual Expenses After Waivers or Reductions column above.

9
<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 purposes of these examples, we deducted a
mortality and expense risk charge of 1.10% annually for all subaccounts except
the Aetna Money Market VP subaccount, and 0.35% annually for the Aetna Money
Market VP subaccount, and the maximum administrative expense charge of 0.25%
annually (not currently charged). The total fund expenses used are those shown
in the column "Total Annual Expenses Without Waivers or Reductions" in the Fund
Expense Table.

> These examples are purely hypothetical.

<TABLE>
<CAPTION>
- ---------------------------------------------
> These examples are purely hypothetical.
> They should not be considered a
representation of past or future expenses
or expected returns.
> Actual fees and/or returns may be more or
less than those shown in these examples.
- ---------------------------------------------
EXAMPLE A EXAMPLE B
--------------------------------------- --------------------------------------
If you leave your entire account
If you withdraw your entire account value invested or if you select an
value at the end of the periods shown, income phase payment option at the
you would pay the following fees, end of the periods shown, you would
including any applicable Early pay the following fees (no Early
Withdrawal Charge assessed:* Withdrawal Charge is reflected):**
1 Year 3 Years 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
-------- --------- --------- ---------- -------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Aetna Ascent VP $73 $120 $170 $242 $21 $65 $112 $242
Aetna Balanced VP, Inc. $71 $116 $163 $226 $20 $61 $105 $226
Aetna Bond VP $70 $113 $158 $216 $19 $58 $100 $216
Aetna Crossroads VP $73 $120 $170 $242 $21 $65 $112 $242
Aetna Growth and Income VP $71 $115 $162 $225 $20 $61 $104 $225
Aetna Index Plus Bond VP $72 $117 $165 $231 $20 $62 $107 $231
Aetna Index Plus Large Cap VP $70 $112 $156 $212 $18 $57 $ 97 $212
Aetna Index Plus Mid Cap VP $73 $122 $173 $248 $22 $67 $115 $248
Aetna Index Plus Small Cap VP $74 $125 $178 $258 $23 $70 $120 $258
Aetna Legacy VP $73 $120 $171 $243 $21 $66 $113 $243
Aetna Money Market VP $62 $ 86 $113 $115 $10 $30 $ 52 $115
Aetna Value Opportunity VP $73 $120 $170 $241 $21 $65 $112 $241
Calvert Social Balanced Portfolio $74 $124 $177 $257 $23 $70 $120 $257
Fidelity VIP Equity-Income Portfolio $71 $115 $162 $224 $20 $60 $104 $224
Fidelity VIP High Income Portfolio $72 $119 $168 $237 $21 $64 $110 $237
Fidelity VIP II Asset Manager Portfolio $72 $117 $165 $231 $20 $62 $107 $231
Fidelity VIP II Contrafund[RegTM] Portfolio $72 $118 $167 $235 $21 $63 $109 $235
Fidelity VIP II Index 500 Portfolio $69 $108 $151 $200 $17 $53 $ 92 $200
Janus Aspen Aggressive Growth Portfolio $72 $118 $167 $235 $21 $63 $109 $235
Janus Aspen Growth Portfolio $72 $118 $167 $235 $21 $63 $109 $235
Janus Aspen Worldwide Growth Portfolio $72 $119 $168 $238 $21 $64 $110 $238
Lexington Emerging Markets Fund, Inc. $82 $147 $215 $336 $31 $94 $160 $336
Lexington Natural Resources Trust $78 $137 $198 $301 $27 $83 $142 $301
MFS Total Return Series $74 $125 $178 $258 $23 $70 $120 $258
Oppenheimer Global Securities Fund/VA $72 $119 $168 $237 $21 $64 $110 $237
Oppenheimer Strategic Bond Fund/VA $73 $121 $172 $246 $22 $67 $114 $246
PPI MFS Capital Opportunities Portfolio $74 $125 $178 $258 $23 $70 $120 $258
PPI MFS Emerging Equities Portfolio $73 $122 $173 $248 $22 $67 $115 $248
PPI MFS Research Growth Portfolio $74 $123 $175 $253 $22 $69 $118 $253
PPI Scudder International Growth Portfolio $75 $127 $183 $269 $24 $73 $126 $269
PPI T. Rowe Price Growth Equity Portfolio $73 $120 $171 $243 $21 $66 $113 $243
</TABLE>

- -----------------
* This example reflects deduction of an early withdrawal charge calculated
using the schedule applicable to Installment Purchase Payment Contracts.
Under that schedule, if only one $1,000 payment was made as described above,
fewer than 5 purchase payment periods would have been completed at the end of
years 1, 3 and 5, and the 5% charge would apply. At the end of the tenth
account year, the early withdrawal charge is waived regardless of the number
of purchase payment periods completed, and no early withdrawal charge would
apply.
** This example does not apply if during the income phase, a nonlifetime payment
option with variable payments is selected and a lump-sum withdrawal is
requested within 3 years after payments start. In this case, the lump-sum
payment is treated as a withdrawal during the accumulation phase and may be
subject to an early withdrawal charge as shown in Example A.

10
<PAGE>

Condensed Financial Information
- --------------------------------------------------------------------------------
Understanding Condensed Financial Information. In Appendix IV, we provide
condensed financial information about the Variable Annuity Account C (the
separate account) subaccounts available under the contracts. The tables show the
value 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), you instruct 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 upon the performance and fees of its underlying fund. You do
not invest directly in or hold shares of the funds.

> Fund Descriptions. We provide brief descriptions of the funds in Appendix III.
Please refer to the fund prospectuses for additional information. Fund
prospectuses may be obtained, free of charge, from the Opportunity Plus
Service Center at the address and phone number listed in "Contract Overview"
or by accessing the SEC's website or the SEC Public Reference Room.

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

- --------------------------------------------------------------------------------
Selecting Investment Options

o Choose options appropriate for you. Your Aetna representative can help you
evaluate which investment 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 prospectus, 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 or plans. We may add, withdraw or substitute
funds, subject to the conditions in the contract and compliance with regulatory
requirements.

Limits on Number of Options Selected. No more than 18 investment options may be
selected for your account at any one time during the accumulation

11
<PAGE>

phase. If you have an outstanding loan, you may currently make a total of 18
cumulative selections over the life of your account. Each subaccount, the Fixed
Account and each classification of the Guaranteed Accumulation Account counts as
one option. 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 purchase 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.

> Shared--bought by more than one company.

> 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 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 values to decrease. Each fund's board of directors or trustees will
monitor events to identify any conflicts which might arise and to determine what
action, if any, should be taken to address such conflicts.

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

Transfers Among Investment Options. During the accumulation phase and the income
phase, you may transfer among investment options. You may make a request in
writing, by telephone or, where applicable, electronically. Transfers must be
made in accordance with the terms of the contract and your plan. Transfers from
fixed interest options are restricted as outlined in Appendices I and II.

Value of Transferred Dollars. The value of amounts transferred into or out of
the subaccounts will be based on the subaccount unit values next determined
after we receive your request in good order at our Home Office, or if you are
participating in the Dollar Cost Averaging Program, after your scheduled
transfer. (See "Contract Overview -- Questions.")

Telephone and Electronic Transfers: Security Measures. To prevent fraudulent
use of telephone and electronic transactions (including, but not limited to,
internet 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

12
<PAGE>

fail to follow reasonable security procedures, we may be liable for losses due
to unauthorized or fraudulent telephone or other electronic transactions. We are
not liable for losses resulting from telephone or electronic 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
any 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. The 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 from Aetna Money Market
VP to the Fixed Account, GAA, or one or more subaccounts that you select.
Allocations to the Aetna Fixed Account may limit your ability to execute
subsequent transfers out of this fixed option. Amounts transferred to or from
the Fixed Account and subsequently withdrawn from the contract during the
accumulation phase may be subject to early withdrawal charge. (See "Fees").
Amounts transferred from the Guaranteed Accumulation Account before the end of a
guaranteed term may be subject to a market value adjustment. (See Appendix I and
the Guaranteed Accumulation Account prospectus.) 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."

Contract Purchase or Participation
- --------------------------------------------------------------------------------
Contracts Available for Purchase. The contracts available for purchase are
deferred annuity contracts that the Company offers in connection with
retirement plans under Code Section 403(b). The plans are established by

13
<PAGE>

school boards and public universities in the state of New York, for participants
who are members and agency fee payers of the New York State United Teachers
Trust (NYSUT) and United University Professions (UUP).

There are two group deferred variable annuity contracts:

(1) Single purchase payment contracts issued for lump-sum transfers to us of
amounts accumulated under a pre-existing plan; and

(2) Installment purchase payment contracts established to accept continuing
periodic payments.

We reserve the right to set a minimum purchase payment on single purchase
payment contracts. Lump-sum transfers below this minimum will be applied to an
installment purchase payment contract.

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

Participating in the Contract. To participate in the contract, complete an
enrollment form and submit it to the Opportunity Plus Service Center. (See
"Contract Overview -- Questions.") If your enrollment is accepted, we establish
one or more accounts for you under the contract(s). We may establish an employee
account for contributions from your salary or rollover amount and an employer
account for employer contributions. Your account includes amounts held under
both the installment purchase payment contract and the single purchase payment
contract.

Acceptance or Rejection of Application or Enrollment Forms. 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 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 this, we will deposit the payments in the Aetna Money Market VP
subaccount until the forms are completed (for a maximum of 105 days). If we
reject the application or enrollment forms, we will return the forms and any
payments.

Allocating Purchase Payments to the Investment Options. You direct 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 purchase 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 at any one time. (See
"Investment Options" and "Transfers.")

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

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

14
<PAGE>

Who Owns Money Accumulated Under the Contract? We establish one or more accounts
for you under the contracts. 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.

What Rights Do I Have Under the Contract? You hold all rights under the contract
and may make all elections for your accounts.

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

When and How to Cancel. You or the contract holder may cancel your purchase
within ten days after receiving the contract (or other document evidencing your
interest) by returning it to the Opportunity Plus Service Center or the agent
along with a written notice of cancellation.

Refunds. We will produce a refund to you or the contract holder not later than
seven days after we receive the contract or other document evidencing your
interest and the written notice of cancellation at the Opportunity Plus Service
Center. The refund will equal the dollars contributed to the contract plus any
earnings or less any losses attributable to the purchase payments allocated to
the variable investment options.

15
<PAGE>

Types of Fees

There are three types of fees your account may incur:

> Transaction Fees
o Early Withdrawal Charge

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

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

Terms to Understand in
the Schedules

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

> Purchase Payment Period (for installment purchase payment contracts)--the
period of time it takes to complete the number of installment payments
expected to be made to your account over a year. For example, if your payment
frequency is monthly, a payment period is completed after 12 payments are
made. If only 11 payments are made, the payment period is not completed
until the twelfth payment is made. At any given time, the number of payment
periods completed can not exceed the number of account years completed,
regardless of the number of payments made.

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

Transaction Fees

Early Withdrawal Charge

Under installment purchase payment contracts, withdrawals of all or a portion of
your account value may be subject to a charge. There is no early withdrawal
charge for single purchase payment contracts.

Amount. The charge is a percentage of the amount withdrawn. The percentage will
be determined by the early withdrawal charge schedule that applies to your
account. The charge will never be more than 8.5% of total payments to your
account.

Purpose. This is a deferred sales charge. The charge reimburses us for some of
the sales and administrative expenses associated with the contract. If our
expenses are greater than the amount we collect for the early withdrawal charge,
we may use any of our corporate assets, including potential profit that may
arise from the mortality and expense risk charge, to make up any difference.

Early Withdrawal Charge Schedules:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Installment Purchase Payment Contracts
- --------------------------------------------------------------------------------
Purchase Payment Periods Completed Early 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 10 2%
More than 10 0%
- --------------------------------------------------------------------------------
</TABLE>

Free Withdrawals. If you are between the ages of 59-1/2 and 70-1/2, you may
withdraw up to 10% of your account value during each calendar year without being
charged a withdrawal fee. The free withdrawal only applies to the first partial
withdrawal you make in each calendar year. The 10% amount will be based on your
account value calculated on the valuation date next following our receipt of
your request for withdrawal. Outstanding contract loans are excluded from the
account value when calculating the 10% free withdrawal amount.

The free withdrawal will not apply:

> To a full withdrawal of your account; or

> To partial withdrawals due to a default on a contract loan.

Waiver. The early withdrawal charge is waived for portions of a withdrawal
where one or more of the following apply:

> Used to provide payments to you during the income phase;

> Paid because of your death before income phase payments begin;

> Paid where your account value is $2,500 or less and no part of the account has
been taken as a withdrawal or a loan or used to provide income phase payments
within the prior 12 months;

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

16
<PAGE>

> Taken when you are 59-1/2 or older, have an installment purchase payment
account and have completed at least nine purchase payment periods;

> Withdrawn due to disability as specified in the Tax Code;

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

> Due to a financial hardship as defined in the Tax Code;

> Withdrawn due to your separation from service with your current employer,
while meeting the age and service requirements to receive benefits under the
New York State Teachers' or Employee's Retirement Systems (even if you are not
a member of either system); or

> Withdrawn from the portion of the account value invested in the subaccounts
and/or GAA attributable to payments made on or after April 1, 1995. This
waiver does not apply to:

> Amounts deposited in the Fixed Account;

> Amounts deposited in a subaccount or GAA but then transferred to the Fixed
Account; or

> Amounts that came from the Fixed Account but were then transferred to a
subaccount or GAA.

> For any withdrawal, the account value of the payments made on or after
April 1, 1995 will be withdrawn first, then the remaining value will be used
to satisfy the disbursement request.

Early Withdrawal Charge Schedule For GAA For Certain New York Contracts The
following schedule applies to withdrawals from GAA under installment purchase
payment master contracts issued after July 29, 1993 in the State of New York.
This schedule is based on the number of completed account years.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Installment Purchase Payment Contracts
- --------------------------------------------------------------------------------
Account Years Completed Early Withdrawal Charge
<S> <C>
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>

Fees Deducted From the Subaccounts

Mortality and Expense Risk Charge

Amount. During the accumulation phase, for all subaccounts except the Aetna
Money Market VP subaccount, 1.10% annually of your account value invested in the
subaccounts, to be reduced to 1.05% annually effective February 15, 2001, and
1.00% annually effective February 15, 2002. For the Aetna Money Market VP
subaccount, 0.35% annually of your account value invested in the subaccount. See
"The Income Phase" for fees deducted during the income phase.

When/How. We deduct this fee daily from the subaccounts corresponding to the
funds you select. We do not deduct this from any fixed interest option.

17
<PAGE>

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

> 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 benefit and other payments we make to owners or
beneficiaries of the accounts.

> 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.

Administrative Expense Charge

Maximum Amount. 0.25% We currently do not impose this fee. We reserve the
right, however, to charge up to 0.25% on an annual basis from your account
value invested in the funds.

When/How. If imposed, we will deduct this fee daily from your account value held
in the subaccounts corresponding to the funds you select. This fee may be
assessed during the accumulation phase and/or the income phase. If we are
imposing this fee under the contract 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 risk charge described above. The fee is not
intended to exceed the average expected cost of administering the contracts. We
do not expect to make a profit from this fee.

Fund Expenses

Amount. Each fund determines its own advisory fee 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 funds' investment advisor and operating
expenses.

Premium and Other Taxes. Currently, there is no premium tax on annuities under
New York regulations. If the state does impose a premium tax, it would be
deducted from the amount applied to an income option. We reserve the right to
deduct a state premium tax at any time from the purchase payment(s) or from the
account value at any time, but no earlier than when we have a tax liability
under state law.

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

18
<PAGE>

Your Account Value
- --------------------------------------------------------------------------------
During the accumulation phase, your account value at any given time equals:

> Account dollars directed to the fixed interest options, including interest
earnings to date; less

> Deductions, if any, from the fixed interest options (e.g. withdrawals, fees);
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 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:

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

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

> 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); divided by

> The total value of the subaccount units at the preceding valuation; minus

> A daily deduction for the mortality and expense risk charge, and
administrative expense charge, if any, and any other fees, such as guarantee
charges for Aetna GET Fund, deducted from investments in the separate account.

The net investment rate may be either positive or negative.

19
<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.

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

Step 1

---------------------------------------------------
Aetna Life Insurance and Annuity Company
---------------------------------------------------

Step 2

---------------------------------------------------
Variable Annuity Account B
---------------------------------------------------

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

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

Step 3
---------- -----------
Fund A Fund B
---------- -----------

Step 1: You make an initial contribution of $5000.

Step 2:

A. You direct us to invest $3,000 in Fund A. The purchase payment purchases 300
accumulation units of Subaccount A ($3,000 divided by the current $10 AUV).

B. You direct us to invest $2,000 in Fund B. The purchase payment purchases 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 then current market value (net asset value or NAV).

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.

Purchase Payments to Your Account. If all or a portion of initial purchase
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. Any subsequent purchase 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 computed after the close of the Exchange on that day. The value
of subaccounts may vary day to day.

20
<PAGE>

Taxes, Fees and Deductions

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

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

> Market Value Adjustment (see Appendix I)

> Tax Penalty (see "Taxation")

> 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."

Withdrawals
- --------------------------------------------------------------------------------
Making a Withdrawal. Subject to the Tax Code withdrawal restrictions described
below, you may withdraw all or a portion of your account value at any time
during the accumulation phase.

Steps for Making A Withdrawal. You must:

>Select the Withdrawal Amount.

1) 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 to the
Fixed Account, minus any applicable early withdrawal charge.

2) 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,
and any positive or negative market value adjustment for amounts withdrawn
from the Guaranteed Accumulation Account.

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

> Properly complete a disbursement form and submit it to the Opportunity Plus
Service Center.

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 the Opportunity Plus
Service Center, 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, the payment will be sent not later than seven
calendar days following our receipt of the disbursement form in good order at
the Opportunity Plus Service Center.

Withdrawal Restrictions from 403(b) Plans. Section 403(b)(11) of the Tax Code
generally prohibits withdrawal under 403(b) contracts 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.

21
<PAGE>

Reinvestment Privilege. The 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 early withdrawal charges imposed
at the time of withdrawal. We will reinvest in the same investment options and
proportions in place at the time of withdrawal. If you withdraw amounts from a
series of the Aetna GET Fund 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 amounts among other
investment options in which you invested, on a pro rata basis. 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.

Loans
- --------------------------------------------------------------------------------
Availability. You may take a loan from your account value during the
accumulation phase. 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 the Opportunity Plus
Service Center. Read the terms of the loan agreement before submitting any
request.

22
<PAGE>

Features of a Systematic Distribution Option

A Systematic Distribution Option allows the contract holder to elect for you to
receive regular payments from your account, without moving into the income
phase. By maintaining your account in the accumulation phase, certain rights and
flexibility are retained and any accumulation phase fees may apply.

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

Availability of Systematic Distribution Options. 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 Systematic Distribution Options are
available, check with the contract holder or the Company at the Opportunity Plus
Service Center.

The following Systematic Distribution Options may be available:

> SWO--Systematic Withdrawal Option. SWO is a series of automatic partial
withdrawals from your account based on the payment method selected. It is
designed for those who want a periodic income while retaining investment
flexibility for amounts accumulated under the contract. You may not elect this
option if you have an outstanding contract loan.

> LEO--Life Expectancy Option. This options provides for annual payments for a
number of years equal to your life expectancy or the expectancy of you and a
designated beneficiary. It is designed to meet the substantially equal
periodic payment exception to the 10% premature distribution penalty under Tax
Code Section 72. (See "Taxation.")

> ECO--Estate Conservation Option. ECO offers the same investment flexibility as
SWO, but is designed for those who want to receive only the minimum
distribution that the Tax Code requires each year.

Under ECO, we calculate the minimum distribution amount required by law at
the later of age 70-1/2 or retirement and pay you that amount once a year.

> Other Systematic Distribution Options. We may add additional Systematic
Distribution Options from time to time. You may obtain additional information
relating to any of the Systematic Distribution Options from your local
representative or from the Company at the Opportunity Plus Service Center.

Availability of Systematic Distribution Options. The Company may discontinue the
availability of one or all of the Systematic Distribution Options at any time,
and/or change the terms of future elections.

Terminating a Systematic Distribution Option. Once a Systematic Distribution
Option is elected, you may revoke it at any time by submitting a written request
to the Opportunity Plus Service Center. Any revocation will apply only to the
amount not yet paid. Once an option is revoked for an account, it may not be
elected again, nor may any other Systematic Distribution Option be elected
unless the Tax Code permits it.

Charges and Taxation. When you elect a Systematic Distribution Option, your
account value remains in the accumulation phase and subject to the charges and
deductions described in the "Fees" section. Taking a withdrawal through a
Systematic Distribution Option may have tax consequences. If you are concerned
about tax implications consult a tax adviser before one of these options is
elected.

23
<PAGE>

During the Income Phase

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

Death Benefit

- --------------------------------------------------------------------------------
The contract provides a death benefit in the event of your death, which is
payable to the beneficiary you name for your account.

During the Accumulation Phase

Payment Process

1. Following your death, your beneficiary 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 the Opportunity Plus Service Center, 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 distribution will be made.

If you die during the accumulation phase of your account, the following payment
options are available to your beneficiary, if allowed by the Tax Code:

> Lump-sum payment;

> Payment in accordance with any of the available income phase payment options
(see "The Income Phase--Payment Options"); or

> If the beneficiary is your spouse, payment in accordance with an available
Systematic Distribution Option (See "Systematic Distribution Options").

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

> Leaving your account value invested in the contract; or

> 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 then being credited on such deposits.
The beneficiary may withdraw the balance on deposit at any time or request to
receive payment in accordance with any of the available income phase payment
options. (See "The Income Phase--Payment Options").

The Value of the Death Benefit. The death benefit will be based on your account
value as calculated on the next valuation following the date on which we receive
proof of death in good order. Interest, if any, will be paid from the date of
death at a rate no less than required by law. For amounts held in the Guaranteed
Accumulation Account (GAA), any positive aggregate market value adjustment (the
sum of all market value adjustments calculated due to a withdrawal) will be
included in your account value. If a negative aggregate market value adjustment
applies, it would be deducted only if the death benefit is withdrawn more than
six months after your death. We describe the market value adjustment in Appendix
I and in the GAA prospectus.

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.)

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<PAGE>

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

The Income Phase

- --------------------------------------------------------------------------------
During the income phase you stop contributing dollars to your account and start
receiving payments from your accumulated account value.

Initiating Payments. At least 30 days prior to the date you want to start
receiving income phase payments, you must notify us in writing of the following:

> Payment Start date;

> Income Phase Payment option (see the income phase payment options table in
this section);

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

> Choice of fixed, variable or a combination of both fixed and variable
payments; and

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

Your account will continue in the accumulation phase until you 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 Income Phase Payment Amounts? Some of the factors that may affect
the amount of your income phase payment include: your age, your account value,
the income phase payment option selected, number of guaranteed payments (if any)
selected, and whether fixed, variable or a combination of both fixed and
variable payments are selected; and, for variable payments, the assumed net
investment rate selected.

Fixed Income Phase Payments. Amounts funding fixed income phase payments will be
held in the Company's general account. The amount of fixed payment amounts do
not vary over time.

Variable Payments. Amounts funding your variable income phase payments will be
held in the subaccount(s) selected. The contracts may restrict the subaccounts
available during the income phase. You may make up to twelve transfers per
calendar year among available investment options. For variable payments, an
assumed net investment rate must be selected.

Assumed Net Investment Rate. If you select variable income phase payments, you
must also select an assumed net investment rate of either 5% or 31/2%. If you
select a 5% rate, your first income phase payment will be higher, but subsequent
payments will increase only if the investment performance of the subaccounts
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 income phase payment will be lower and
subsequent payments will increase more rapidly or decline more slowly depending
upon the investment performance of the subaccounts selected. For more
information about selecting an assumed net investment rate, request a copy of
the Statement of Additional Information by calling the Opportunity Plus Service
Center. (See "Contract Overview--Questions.")

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<PAGE>

Minimum Payment Amounts. The income phase payment option selected must result
in one or both of the following:

> A first income phase payment of at least $20; or

> Total yearly income phase payments of at least $100.

If your account value is too low to meet these minimum payment amounts, you must
elect a lump sum payment.

Charges Deducted. During the income phase, we make a daily deduction of 1.25%
annually for mortality and expense risks from amounts held in the subaccounts.
Therefore, if you choose variable income phase payments and a nonlifetime income
phase payment option, we still make this deduction from the subaccounts
selected, even though we no longer assume any mortality risk for you. We may
also deduct a daily administrative charge from amounts held in the subaccounts.
(See "Fees.")

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 in
good order at the Opportunity Plus Service Center.

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

Income Phase Payment Options

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

26
<PAGE>

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>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Lifetime Income Phase Payment Options
- ---------------------------------------------------------------------------------------------------------------------
<S> <C>
Length of Payments: For as long as the annuitant lives. It is possible that
Life Income only one payment will 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 a choice of 5-30 years or as otherwise specified in the contract.
Life Income-- Death Benefit--Payment to the Beneficiary: If the annuitant dies before we
Guaranteed have made all the guaranteed payments, we will continue to pay the beneficiary
Payments the remaining payments. Unless prohibited by a prior election of the contractholder,
the beneficiary may elect to receive a lump-sum payment 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. Continuing Payments:
(a) This option allows a choice of 100%, 66-2/3% or 50% of the payment to continue
Life Income-- to the surviving annuitant after the first death; or
Two Lives (b) 100% of the payment to continue to the annuitant on the second annuitant's
death, and 50% of the payment to continue to the second annuitant on the annuitant's
death.
- ---------------------------------------------------------------------------------------------------------------------
Death Benefit--None: Payments end after the deaths of both annuitants.
Length of Payments: For as long as either annuitant lives, with payments guaranteed
for a minimum of 60 months and a maximum of 360 months, or as otherwise specified in
the contract.
Life Income-- Continuing Payments: 100% of the payment to continue to the surviving annuitant
Two Lives-- after the first death.
Guaranteed Death Benefit--Payment to the Beneficiary: If both annuitants die before the guaranteed
Payments payments have all been paid, we will continue to pay the beneficiary the remaining payments.
Unless prohibited by a prior election of the contractholder, the beneficiary may elect
to receive a lump-sum payment equal to the present value of the remaining guaranteed payments.
- ---------------------------------------------------------------------------------------------------------------------
Life Income-- Length of Payments: For as long as the annuitants lives.
Refund Option-- premium tax) and less the total amount of fixed income payments paid.
fixed payment only
--------------------------------------------------------------------------------------------------------------------
Life Income-- Length of Payments: For as long as either annuitant lives.
Two Lives--Cash Continuing Payment: 100% of the payment to continue after the first death.
Refund Option-- (less any premium tax) and less the total amount of fixed income payments paid.
fixed payment only
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

27
<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Nonlifetime Income Phase Payment Options
- -----------------------------------------------------------------------------------------------------------
<S> <C>
Length of Payments: Payments generally may be fixed or variable and may be made for
3-30 years. In certain cases a lump sum payment may be requested at any time (see below).
Death Benefit--Payment to the Beneficiary: If the annuitant dies before we make all the
Nonlifetime-- guaranteed payments, we will continue to pay the beneficiary the remaining payments.
Guaranteed Unless prohibited by a prior election of the contractholder, the beneficiary may receive
Payments a lump-sum payment equal to the present value of the remaining guaranteed 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 years of payments have been completed will be treated as a
withdrawal during the accumulation phase and we will charge any applicable early withdrawal charge. If
the early withdrawal charge is based on completed purchase payment periods, each year that passes after
income payments begin will be treated as a completed purchase payment period, even if no additional
payments are made. (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 Opportunity Plus Service
Center.

Calculation of Lump-Sum Payments: If a lump-sum payment is available to a beneficiary or to you in the
options above, the rate we use to calculate the present value of the remaining guaranteed payments is the
same rate we use to calculate the income phase payments (i.e., the actual fixed rate used for fixed
payments, or the 3-1/2% or 5% assumed net investment rate for variable payments.)

- -----------------------------------------------------------------------------------------------------------
</TABLE>

28
<PAGE>

In This Section

> Introduction

> The Contract

> Withdrawals and Other Distributions
o Taxation of Distributions
o 10% Penalty Tax
o Withholding for Federal Income Tax Liability

> Minimum Distribution Requirements

> Assignment or Transfer of Contracts

> Exclusion from Gross Income

> Restrictions on Distributions

> Transfers from 403(b)(7) Custodial Accounts

> Taxation of Gains Prior to Distribution

> Taxation of the Company

When consulting a tax adviser, be certain that he or she has expertise in the
Tax Code sections applicable to your tax concerns.

Taxation
- --------------------------------------------------------------------------------
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:

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

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

> 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.

> We do not make any guarantee about the tax treatment of the contract or
transaction 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.
- --------------------------------------------------------------------------------

The Contract

The Contract is designed for use with Tax Code section 403(b) plans. Contract
holders and 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. If
the contract is purchased in conjunction with a retirement plan, the plan is not
a part of the contract and we are not bound by the plan's terms or conditions.

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 phase payments,
rollovers, and death benefit proceeds.

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

Taxation of Distributions

All distributions from 403(b) plans are taxed as received unless:

> 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

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

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

29
<PAGE>

10% Penalty Tax

The Tax Code may impose a 10% penalty tax on the taxable portion of a
distribution from a 403(b) plan, unless one or more of the following have
occurred:

> You have attained age 59-1/2;

> You have become totally and permanently disabled;

> You have died;

> You have separated from service with the plan sponsor at or after age 55;

> The distribution is rolled over into another plan of the same type or to an
IRA in accordance with the Tax Code;

> The distribution is due to an IRS levy upon the individual's account; or

> The distribution 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 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 contract are generally subject to withholding.
Federal income tax liability rates vary according to the type of distribution
and the recipient's tax status.

Generally, distributions from 403(b) plans are subject to a mandatory 20%
federal income tax withholding. However, you or a beneficiary may elect not to
have tax withheld from certain distributions. If you or your beneficiary is a
non-resident alien, then any withholding is governed by Tax Code section 1441
based on the individual's citizenship, the country of domicile and treaty
status.

Minimum Distribution Requirements

To avoid certain tax penalties, you and any beneficiary must meet the minimum
distribution requirements imposed by the Tax Code. These rules may dictate one
or more of the following:

> Start date for distributions;

> The time period in which all amounts in your account(s) must be distributed;
or

> 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 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:

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<PAGE>

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

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

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 Benefit Proceeds. Different distribution
requirements apply if your death occurs:

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

> 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. Tax Code section 401(a)(9) provides specific
rules for calculating the minimum required distributions at your death. The
rules differ, dependent upon:

> 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

> 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.

If your death occurs 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, 2000, your entire balance must be distributed to the
beneficiary by December 31, 2005. 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 either of the following time-frames:

> Over the life of the beneficiary, or

> Over a period not extending beyond the life expectancy of the beneficiary.

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

> December 31 of the calendar year following the calendar year of your death; or

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

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 any person except to an
alternate payee under a qualified domestic relations order in accordance with
Tax Code section 414(p) or to the Company as collateral for a loan.

31
<PAGE>
Exclusions from Gross Income

Under Tax Code section 403(b), contributions made by public school systems or
nonprofit healthcare organizations and other Tax Code section 501(c)(3) tax
exempt organizations to purchase annuity contracts for their employees are
generally excludable from the gross income of the employee.

In order to be excludable from gross income, total annual contributions made by
you and your employer to a 403(b) plan cannot exceed the lesser of the following
limits set by the Tax Code:

> The first limit, under Tax 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 Tax Code section 402(g) and any amounts
not includible in gross income under Tax Code sections 125 or 457.

> The second limit, which is the exclusion allowance under Tax 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.

> An additional limit specifically limits your salary reduction contributions to
generally no more than $10,500 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.

Tax Code section 403(b)(11) restricts the distribution under 403(b) contracts
of:

> salary reduction contributions made after December 31, 1988;

> earnings on those contributions; and

> 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 the
contracts amounts 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)(iii).

Taxation of Gains Prior to Distribution.

You will generally not pay taxes on any earnings from the annuity contract
described in this prospectus until they are withdrawn. Tax-qualified retirement
arrangements under Tax Code section 403(b) also generally defer payment of taxes
on earnings until they are withdrawn. (See "Taxation of Distributions" in

32
<PAGE>

this "Taxation" section for a discussion of how distributions under 403(b) plans
are taxed.) When an annuity contract is used to fund a tax-qualified retirement
arrangement with an annuity contract, you should know that the annuity contract
does not provide any additional tax deferral of earnings beyond the tax deferral
provided by the tax-qualified retirement arrangement. However, annuities do
provide other features and benefits which may be valuable to you. You should
discuss your alternatives with your financial representative.

Additionally, although earnings under the contract are generally not taxed until
withdrawn, the IRS has stated in published rulings that a variable contract
owner, including participants under Tax Code section 403(b) plans, will be
considered the owner of separate account assets if the 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.

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.

33
<PAGE>

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

Aetna Life Insurance and Annuity Company (the Company, we, us, our) 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 Life 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 pre-assigned 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:

> Standardized average annual total returns; and

> 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. Standardized average annual
total returns reflect the deduction of all recurring

34
<PAGE>

charges during each period (e.g., mortality and expense risk charges,
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. 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 subaccount. Under the contracts described in this
prospectus, you have a fully vested interest in the value of your account.
Therefore, under the plan you generally have the right to instruct the contract
holder how to direct us to vote shares attributable to your account. Currently,
for group contracts used with section 403(b) plans, we obtain participant voting
instructions directly from participants, subject to receipt of authorization
from the contract holder to accept such instructions. 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 (including fractional votes) 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.

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

> 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 by
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. (NASD).

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."

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.

35
<PAGE>

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 4% of the
first year of payments to an account. We may also pay renewal commissions on
payments made after the first year and asset-based service fees. The average of
all commissions and asset-based service fees paid is estimated to equal
approximately 2.5% 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 name 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.

Changes in Beneficiary Designations

The designated Beneficiary may be changed at any time. Such change will not
become effective until written notice of the change is received by the Company.

Opportunity Plus Service Center

We established the Opportunity Plus Service Center to provide administrative
support to you and other participants of the Opportunity Plus Program. This
office handles enrollment, billing, transfers, redemptions and inquiries. Send
forms and correspondence to:

Aetna Life Insurance and Annuity Company
Opportunity Plus Service Center
P.O. Box 12894
Albany, New York 12212-2894
Telephone Number: 1-800-677-4636

Agreement with the Company

NYSUT Benefit Trust is a non-profit trust organized and existing under the laws
of the State of New York. This Trust operates for the benefit of its members and
agency fee payers of New York State United Teachers.

The Company (our, we) and NYSUT Benefit Trust agree to the following:

> Sponsorship of the Opportunity Plus program by NYSUT Benefit Trust;

> Our provision, to all members and agency fee payers of educational programs
focused on financial planning for retirement; and

> Our employment of trained personnel to conduct these programs exclusively for
members.

Additionally:

> We reimburse NYSUT Benefit Trust for direct out-of-pocket expenses up to a
maximum of $40,000 per year incurred in the promotion of the Opportunity Plus
program.

> We will pay NYSUT Benefit Trust $46,000 per month through 2000. It utilizes
these amounts to enhance benefits to the membership.

36
<PAGE>

> We compensate United University Professions $4,000 per month for the use of
on-site campus facilities and the sponsorship of the Opportunity Plus program.

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. Certain changes will require the
approval of appropriate state or federal regulatory authorities.

Legal Matters and Proceedings

We are aware of no material legal proceedings pending which involve the separate
account 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.

In recent years, several life insurance and annuity companies have been named as
defendants in lawsuits, including class action lawsuits, relating to life
insurance and annuity pricing and sales practices. A purported class action
complaint was filed in the Circuit Court of Lauderdale County, Alabama on March
28, 2000 by Loretta Shaner against the Company (the "Shaner Complaint"). The
Shaner Complaint seeks unspecified compensatory damages from the Company and
unnamed affiliates of the Company. The Shaner Complaint claims that the
Company's sale of deferred annuity products for use as investments in
tax-deferred contributory retirement plans (e.g., IRAs) is improper. This
litigation is in the preliminary stages. The Company intends to defend the
action vigorously.

The Comapny also is a party to other litigation and arbitration proceedings in
the ordinary course of its business, none of which is expected to have a
material adverse effect on 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 holidays) when
trading on the Exchange is restricted; b) when an emergency exists as determined
by the SEC so that disposal of the securities held in the subaccounts is not
reasonably practicable or it is not reasonably practicable to fairly 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.

Intent to Confirm Quarterly

We will provide confirmation of scheduled transactions quarterly rather than
immediately to the participant.

37
<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 Aetna Life Insurance and Annuity Company

You may request an SAI by calling the Opportunity Plus Service Center at the
number listed in "Contract Overview -- Questions."

38
<PAGE>

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

General Disclosure. 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:

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

> 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 upon 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. 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"; or

> Early Withdrawal Charge--see "Fees".

We do not make deductions from amounts in 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. If you have elected ECO as described in
"Systematic Distribution Options," no MVA applies to amounts withdrawn from GAA.

> 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.

> 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.

Guaranteed Terms. The guaranteed term is the period of time account dollars must
be left in GAA in order to earn the guaranteed 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.

39
<PAGE>

In general we offer the following guaranteed terms:

> Short-term--three years or fewer; and

> Long-term--ten years or less, but greater than three years.

At the end of a guaranteed term, you may:

> Transfer dollars to a new guaranteed term;

> Transfer dollars to other available investment options; or

> 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 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. However, you 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.

Borrowing Against Amounts held in GAA. 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 will 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. This means that 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.

40
<PAGE>
Appendix II
Fixed Account
- --------------------------------------------------------------------------------
The Fixed Account is an investment option available during the accumulation
phase under the contracts. Amounts allocated to the Fixed Account are held in
the Company's general account which supports insurance and annuity obligations.
The Fixed Account is only available under installment purchase payment
contracts.

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

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 about 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. Interest rate
guarantees are based on the claims-paying ability of the Company. 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 credited interest rates reflects a number of factors,
including mortality and expense risks, interest rate guarantees, 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.

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. There is no limit on
the number of transfers that you can make out of the Fixed Account in a calendar
year. However, we only allow you to transfer amounts which equal your account
value in the Fixed Account multiplied by the current maximum percentage of the
transfer allowed (the "window") minus any previous transfers you made from this
option during the calendar year. We will waive the transfer limit when your
account value in the Fixed Account is $1,000 or less.

Income Phase. By notifying the Opportunity Plus Service Center at least 30 days
before income payments begin, you may elect to have amounts transferred to one
or more of the subaccounts available during the income phase to provide variable
payments.

Contract Loans. Contract loans may be made from account values held in the
Fixed Account.

41
<PAGE>
Appendix III
Fund Descriptions
- --------------------------------------------------------------------------------

The investment results of the mutual funds (funds) are likely to differ
significantly and there is no assurance that any of the funds will achieve their
respective investment objectives. Shares of the funds will rise and fall in
value and you could lose money by investing in the funds. Investments in the
funds are not bank deposits and are not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency. Except as noted,
all funds are diversified, as defined under the Investment Company Act of 1940.

> 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)

> 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. It is anticipated that
capital appreciation and investment income will both be major factors in
achieving total return.(1)

> 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. It is anticipated that capital
appreciation and investment income will both be major factors in achieving
total return.(1)

> 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)

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

> 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 managed for investors who generally have an investment
horizon exceeding 10 years and who have a moderate level of risk tolerance.(1)

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

> Aetna Variable Portfolios, Inc.--Aetna Index Plus Bond VP seeks maximum total
return, consistent with preservation of capital, primarily through investment
in a diversified portfolio of fixed-income securities, which will be chosen
to substantially replicate the characteristics of the Lehman Brothers
Aggregate Bond Index (LBAB), an unmanaged index comprised of approximately
6,900 securities.(1)

> Aetna Variable Portfolios, Inc.--Aetna Index Plus Large Cap VP seeks to
outperform the total return performance of the Standard & Poor's 500 Composite
Index (S&P 500), while maintaining a market level of risk.(1)

> Aetna Variable Portfolios, Inc.--Aetna Index Plus Mid Cap VP seeks to
outperform the total return performance of the Standard & Poor's MidCap 400
Index (S&P 400), while maintaining a market level of risk.(1)

> Aetna Variable Portfolios, Inc.--Aetna Index Plus Small Cap VP seeks to
outperform the total return performance of the Standard & Poor's SmallCap 600
Index (S&P 600), while maintaining a market level of risk.(1)

> 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)

> Calvert Social Balanced Portfolio is a nondiversified portfolio that seeks to
achieve a competitive total return through an actively managed portfolio of
stocks, bonds, and money market instruments which offer income and capital
growth opportunity and which satisfy the investment and social criteria
established for the Portfolio.(2)(a)

42
<PAGE>

> Fidelity Variable Insurance Products Fund Equity--Income Portfolio seeks
reasonable income. The fund will also consider the potential for capital
appreciation. The fund seeks a yield which exceeds the composite yield on the
securities comprising the S&P 500.(3)

> Fidelity Variable Insurance Products Fund--High Income Portfolio seeks a high
level of current income while also considering growth of capital.(3)(a)

> Fidelity Variable Insurance Products Fund II-- Asset Manager Portfolio seeks
high total return with reduced risk over the long term by allocating its
assets among stocks, bonds and short-term instruments.(3)(b)

> Fidelity Variable Insurance Products Fund II--Contrafund[RegTM] Portfolio
seeks long term capital appreciation by investing primarily in common stocks
of companies whose value the investment adviser believes is not fully
recognized by the public.(3)(a)

> Fidelity Variable Insurance Products Fund II--Index 500 Portfolio seeks
investment results that correspond to the total return of common stocks
publicly traded in the United States, as represented by the S&P 500.(3)(c)

> Janus Aspen Series--Aggressive Growth Portfolio is a nondiversified portfolio
that seeks long-term growth of capital. The Portfolio pursues its investment
objective by investing primarily in common stocks selected for their growth
potential, and normally invests at least 50% of its equity assets in
medium-sized companies. Medium-sized companies are those whose market
capitalizations at the time of investment fall within the range of companies
in the S&P MidCap 400 Index. Market capitalization is a commonly used measure
of the size and value of a company. The market capitalizations within the
Index will vary, but as of December 31, 1999, they ranged from approximately
$170 million to $37 billion.(4)

> 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 selected for
their growth potential. Although the Portfolio can invest in companies of any
size, it generally invests in larger, more established issuers.(3)

> Janus Aspen Series--Worldwide 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
companies of any size throughout the world. The Portfolio normally invests in
issuers from at least five different countries, including the United States.
The Portfolio may at times invest in fewer than five countries or even a
single country.(4)

> Lexington Emerging Markets Fund, Inc. seeks long-term growth of capital
primarily through investment in equity securities of companies domiciled in,
or doing business in emerging countries and emerging markets. Investments in
emerging markets involve risks not present in domestic markets. See the Fund's
prospectus for information on risks inherent in this investment.(5)(a)

> 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.(5)(b)

> MFS Total Return Series seeks primarily to provide above average income
(compared to a portfolio invested entirely in equity securities) consistent
with the prudent employment of capital. Its secondary objective is to provide
a reasonable opportunity for growth of capital and income. The series is a
"balanced fund." Under normal market conditions, the series invests (i) at
least 40%, but not more than 75%, of its net assets in equity securities; and
(ii) at least 25% of its net assets in non-convertible fixed income
securities.(6)

> Oppenheimer Global Securities Fund/VA 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.(7)

> Oppenheimer Strategic Bond Fund/VA 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.(7)

> Portfolio Partners, Inc. (PPI)-MFS Capital Opportunities Portfolio (formerly
known as PPI MFS Value Equity Portfolio) seeks capital appreciation.(8)(a)

43
<PAGE>

> Portfolio Partners, Inc. (PPI)--MFS Emerging Equities Portfolio seeks
long-term growth of capital.(8)(a)

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

> Portfolio Partners, Inc. (PPI)--Scudder International Growth Portfolio seeks
long-term growth of capital.(8)(b)

> Portfolio Partners, Inc. (PPI)--T. Rowe Price Growth Equity Portfolio seeks
long-term capital growth, and secondarily, increasing dividend income.(8)(c)

Investment Adviser:

(1) Investment Adviser: Aeltus Investment Management, Inc.

(2) Investment Adviser: Calvert Asset Management Company, Inc.
(a) NCM Capital Management, Inc. (subadviser)
(3) Investment Adviser: Fidelity Management & Research Company
(a) Fidelity Management & Research (U.K.) Inc. (subadviser)
Fidelity Management & Research Far East Inc. (subadviser)
Fidelity Investments Japan Limited (subadviser)
(b) Fidelity Management & Research (U.K.) Inc. (subadviser)
Fidelity Management & Research Far East Inc. (subadviser)
Fidelity Investments Japan Limited (subadviser)
Fidelity Investments Money Management, Inc. (subadviser)
(c) Bankers Trust Company (subadviser)
(4) Investment Adviser: Janus Capital Corporation
(5) Investment Adviser: Lexington Management Corporation
(a) Stratos Advisors, Inc. (subadviser)
(b) Market Systems Research Advisors, Inc. (subadviser)
(6) Investment Adviser: Massachusetts Financial Services Company
(7) Investment Adviser: OppenheimerFunds, Inc.
(8) Investment Adviser: Aetna Life Insurance and Annuity Company
(a) Massachusetts Financial Services Company (subadviser)
(b) Scudder Kemper Investments, Inc. (subadviser)
(c) T. Rowe Price Associates, Inc. (subadviser)

44
<PAGE>

Appendix IV
Condensed Financial Information
- --------------------------------------------------------------------------------
(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, 1999 (as applicable), is derived from the
financial statements of the separate account, which have been audited by KPMG
LLP, independent auditors. The financial statements and the independent
auditors' report thereon for the year ended December 31, 1999 are included in
the Statement of Additional Information.

<TABLE>
<CAPTION>
1999 1998 1997 1996
----------- --------- --------- -----------
<S> <C> <C> <C> <C>
AETNA ASCENT VP
Value at beginning of
period $ 15.886 $ 15.422 $ 13.291(1)
Value at end of period $ 17.940 $ 15.886 $ 15.422
Number of accumulation
units outstanding at
end of period 33,852 21,430 380
AETNA BALANCED
VP, INC.
Value at beginning of
period $ 28.524 $ 24.700 $ 20.419 $ 17.954
Value at end of period $ 32.002 $ 28.524 $ 24.700 $ 20.419
Number of accumulation
units outstanding at
end of period 2,155,445 2,294,877 2,160,305 2,716,641
AETNA BOND VP
Value at beginning of
period $ 54.819 $ 51.330 $ 47.992 $ 46.913
Value at end of period $ 53.738 $ 54.819 $ 51.330 $ 47.992
Number of accumulation
units outstanding at
end of period 867,416 994,987 959,336 835,724
AETNA
CROSSROADS VP
Value at beginning of
period $ 15.120 $ 14.456 $ 12.577(1)
Value at end of period $ 16.458 $ 15.120 $ 14.456
Number of accumulation
units outstanding at
end of period 30,738 31,468 873
AETNA GROWTH
AND INCOME VP
Value at beginning of
period $ 245.765 $ 217.359 $ 169.448 $ 137.869
Value at end of period $ 284.994 $ 245.765 $ 217.359 $ 169.448
Number of accumulation
units outstanding at
end of period 1,555,542 1,747,097 1,826,355 2,071,139
AETNA INDEX PLUS
BOND VP
Value at beginning of
period $ 10.578 $ 10.128(2)
Value at end of period $ 10.333 $ 10.578
Number of accumulation
units outstanding at
end of period 96,745 134,777
AETNA INDEX PLUS
LARGE CAP VP
Value at beginning of
period $ 18.772 $ 14.444 $ 14.493(3)
Value at end of period $ 23.044 $ 18.772 $ 14.444
Number of accumulation
units outstanding at
end of period 2,748,955 1,302,825 17,771
AETNA INDEX PLUS
MID CAP VP
Value at beginning of
period $ 11.338 $ 9.928(2)
Value at end of period $ 12.967 $ 11.338
Number of accumulation
units outstanding at
end of period 73,984 35,201

<CAPTION>
1995 1994 1993 1992 1991 1990
----------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
AETNA ASCENT VP
Value at beginning of
period
Value at end of period
Number of accumulation
units outstanding at
end of period
AETNA BALANCED
VP, INC.
Value at beginning of
period $ 14.270 $ 14.519 $ 13.379 $ 12.736 $ 10.896 $ 10.437
Value at end of period $ 17.954 $ 14.270 $ 14.519 $ 13.379 $ 12.736 $ 10.896
Number of accumulation
units outstanding at
end of period 9,193,181 21,990,186 30,784,750 34,802,433 22,898,099 17,078,985
AETNA BOND VP
Value at beginning of
period $ 40.173 $ 42.283 $ 39.038 $ 36.789 $ 31.192 $ 28.943
Value at end of period $ 46.913 $ 40.173 $ 42.283 $ 39.038 $ 36.789 $ 31.192
Number of accumulation
units outstanding at
end of period 2,377,622 5,108,720 8,210,666 8,507,292 7,844,412 6,984,793
AETNA
CROSSROADS VP
Value at beginning of
period
Value at end of period
Number of accumulation
units outstanding at
end of period
AETNA GROWTH
AND INCOME VP
Value at beginning of
period $ 105.558 $ 107.925 $ 102.383 $ 97.165 $ 77.845 $ 76.311
Value at end of period $ 137.869 $ 105.558 $ 107.925 $ 102.383 $ 97.165 $ 77.845
Number of accumulation
units outstanding at
end of period 6,364,000 13,966,072 21,148,863 24,201,565 20,948,226 18,362,906
AETNA INDEX PLUS
BOND VP
Value at beginning of
period
Value at end of period
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
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
Number of accumulation
units outstanding at
end of period
</TABLE>

45
<PAGE>

Condensed Financial Information (continued)

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

<TABLE>
<CAPTION>
1999 1998 1997 1996
----------- --------- --------- -----------
<S> <C> <C> <C> <C>
AETNA INDEX PLUS
SMALL CAP VP
Value at beginning of
period $ 9.157 $ 10.193(2)
Value at end of period $ 10.019 $ 9.157
Number of accumulation
units outstanding at
end of period 118,433 81,388
AETNA LEGACY VP
Value at beginning of
period $ 14.248 $ 13.491 $ 12.296(4)
Value at end of period $ 15.070 $ 14.248 $ 13.491
Number of accumulation
units outstanding at
end of period 46,462 95,526 2,279
AETNA MONEY
MARKET VP
Value at beginning of
period $ 42.883 $ 41.174 $ 39.528 $ 37.988
Value at end of period $ 44.501 $ 42.883 $ 41.174 $ 39.528
Number of accumulation
units outstanding at
end of period 845,679 564,537 455,502 597,656
AETNA VALUE
OPPORTUNITY VP
Value at beginning of
period $ 12.088 $ 11.472(2)
Value at end of period $ 14.274 $ 12.088
Number of accumulation
units outstanding at
end of period 74,768 33,957
CALVERT SOCIAL
BALANCED
PORTFOLIO
Value at beginning of
period $ 27.186 $ 23.675 $ 19.965 $ 17.951
Value at end of period $ 30.131 $ 27.186 $ 23.675 $ 19.965
Number of accumulation
units outstanding at
end of period 880,319 917,567 929,282 898,279
FIDELITY VIP EQUITY-
INCOME PORTFOLIO
Value at beginning of
period $ 18.285 $ 16.587 $ 13.110 $ 11.617
Value at end of period $ 19.201 $ 18.285 $ 16.587 $ 13.110
Number of accumulation
units outstanding at
end of period 2,271,494 2,533,673 2,139,178 1,454,755
FIDELITY VIP HIGH
INCOME PORTFOLIO
Value at beginning of
period $ 9.023 $ 9.995(2)
Value at end of period $ 9.638 $ 9.023
Number of accumulation
units outstanding at
end of period 194,440 178,601
FIDELITY VIP II ASSET
MANAGER PORTFOLIO
Value at beginning of
period $ 16.719 $ 14.715 $ 12.349 $ 10.912
Value at end of period $ 18.343 $ 16.719 $ 14.715 $ 12.349
Number of accumulation
units outstanding at
end of period 1,511,789 1,596,943 1,576,603 1,384,927
FIDELITY VIP II
CONTRAFUND[RegTM]
PORTFOLIO
Value at beginning of
period $ 22.177 $ 17.276 $ 14.092 $ 11.763
Value at end of period $ 27.214 $ 22.177 $ 17.276 $ 14.092
Number of accumulation
units outstanding at
end of period 3,780,287 3,333,320 2,706,862 1,522,169

<CAPTION>
1995 1994 1993 1992 1991 1990
--------- --------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
AETNA INDEX PLUS
SMALL CAP VP
Value at beginning of
period
Value at end of period
Number of accumulation
units outstanding at
end of period
AETNA LEGACY VP
Value at beginning of
period
Value at end of period
Number of accumulation
units outstanding at
end of period
AETNA MONEY
MARKET VP
Value at beginning of
period $ 36.271 $ 35.282 $ 34.619 $ 33.812 $ 32.138 $ 30.012
Value at end of period $ 37.988 $ 36.271 $ 35.282 $ 34.619 $ 33.812 $ 32.138
Number of accumulation
units outstanding at
end of period 1,836,260 3,679,802 5,086,515 7,534,662 8,430,082 10,220,110
AETNA VALUE
OPPORTUNITY VP
Value at beginning of
period
Value at end of period
Number of accumulation
units outstanding at
end of period
CALVERT SOCIAL
BALANCED
PORTFOLIO
Value at beginning of
period $ 13.990 $ 14.640 $ 13.726 $ 12.913 $ 11.233 $ 10.568
Value at end of period $ 17.951 $ 13.990 $ 14.640 $ 13.726 $ 12.913 $ 11.233
Number of accumulation
units outstanding at
end of period 856,361 743,464 705,415 503,006 355,851 148,576
FIDELITY VIP EQUITY-
INCOME PORTFOLIO
Value at beginning of
period $ 10.000(5)
Value at end of period $ 11.617
Number of accumulation
units outstanding at
end of period 628,582
FIDELITY VIP HIGH
INCOME PORTFOLIO
Value at beginning of
period
Value at end of period
Number of accumulation
units outstanding at
end of period
FIDELITY VIP II ASSET
MANAGER PORTFOLIO
Value at beginning of
period $ 9.447 $ 10.000(6)
Value at end of period $ 10.912 $ 9.447
Number of accumulation
units outstanding at
end of period 1,316,916 1,254,504
FIDELITY VIP II
CONTRAFUND[RegTM]
PORTFOLIO
Value at beginning of
period $ 10.000(5)
Value at end of period $ 11.763
Number of accumulation
units outstanding at
end of period 525,476
</TABLE>

46
<PAGE>

Condensed Financial Information (continued)

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

<TABLE>
<CAPTION>
1999 1998 1997 1996
----------- --------- ----------- -----------
<S> <C> <C> <C> <C>
FIDELITY VIP II
INDEX 500
PORTFOLIO
Value at beginning of
period $ 23.650 $ 18.662 $ 14.240 $ 11.740
Value at end of period $ 28.147 $ 23.650 $ 18.662 $ 14.240
Number of accumulation
units outstanding at
end of period 4,354,723 3,947,187 3,093,080 1,490,937
JANUS ASPEN
AGGRESSIVE
GROWTH PORTFOLIO
Value at beginning of
period $ 24.098 $ 18.174 $ 16.334 $ 15.323
Value at end of period $ 53.644 $ 24.098 $ 18.174 $ 16.334
Number of accumulation
units outstanding at
end of period 3,274,450 2,142,130 1,939,607 1,893,718
JANUS ASPEN
GROWTH PORTFOLIO
Value at beginning of
period $ 22.529 $ 16.816 $ 13.872 $ 11.859
Value at end of period $ 32.036 $ 22.529 $ 16.816 $ 13.872
Number of accumulation
units outstanding at
end of period 2,721,885 1,354,047 1,109,942 663,945
JANUS ASPEN
WORLDWIDE
GROWTH PORTFOLIO
Value at beginning of
period $ 23.797 $ 18.690 $ 15.493 $ 12.158
Value at end of period $ 38.648 $ 23.797 $ 18.690 $ 15.493
Number of accumulation
units outstanding at
end of period 5,548,674 4,687,167 3,873,511 2,090,908
LEXINGTON EMERGING
MARKETS FUND, INC.
Value at beginning of
period $ 5.470 $ 7.715 $ 8.832 $ 8.323
Value at end of period $ 12.315 $ 5.470 $ 7.715 $ 8.832
Number of accumulation
units outstanding at
end of period 940,817 745,856 750,330 548,618
LEXINGTON NATURAL
RESOURCES TRUST
Value at beginning of
period $ 11.433 $ 14.403 $ 13.611 $ 10.862
Value at end of period $ 12.882 $ 11.433 $ 14.403 $ 13.611
Number of accumulation
units outstanding at
end of period 437,491 534,962 650,486 587,248
MFS TOTAL RETURN
SERIES
Value at beginning of
period $ 10.531 $ 10.182(2)
Value at end of period $ 10.720 $ 10.531
Number of accumulation
units outstanding at
end of period 63,822 36,633
OPPENHEIMER GLOBAL
SECURITIES FUND/VA
Value at beginning of
period $ 10.303 $ 10.077(10)
Value at end of period $ 16.126 $ 10.303
Number of accumulation
units outstanding at
end of period 59,571 20,548
OPPENHEIMER STRATEGIC
BOND FUND/VA
Value at beginning of
period $ 9.935 $ 10.055(2)
Value at end of period $ 10.089 $ 9.935
Number of accumulation
units outstanding at
end of period 173,219 100,555

<CAPTION>
1995 1994 1993 1992 1991 1990
--------- --------- -------- --------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
FIDELITY VIP II
INDEX 500
PORTFOLIO
Value at beginning of
period $ 10.000(5)
Value at end of period $ 11.740
Number of accumulation
units outstanding at
end of period 290,547
JANUS ASPEN
AGGRESSIVE
GROWTH PORTFOLIO
Value at beginning of
period $ 12.169 $ 10.000(7)
Value at end of period $ 15.323 $ 12.169
Number of accumulation
units outstanding at
end of period 1,280,953 393,553
JANUS ASPEN
GROWTH PORTFOLIO
Value at beginning of
period $ 10.000(8)
Value at end of period $ 11.859
Number of accumulation
units outstanding at
end of period 109,717
JANUS ASPEN
WORLDWIDE
GROWTH PORTFOLIO
Value at beginning of
period $ 10.000(8)
Value at end of period $ 12.158
Number of accumulation
units outstanding at
end of period 314,653
LEXINGTON EMERGING
MARKETS FUND, INC.
Value at beginning of
period $ 8.772 $ 10.000(9)
Value at end of period $ 8.323 $ 8.772
Number of accumulation
units outstanding at
end of period 371,156 144,750
LEXINGTON NATURAL
RESOURCES TRUST
Value at beginning of
period $ 9.412 $ 10.071 $ 9.193 $ 9.018 $ 9.608 $11.441
Value at end of period $ 10.862 $ 9.412 $ 10.071 $ 9.193 $ 9.018 $ 9.608
Number of accumulation
units outstanding at
end of period 530,562 533,016 341,771 198,338 144,139 75,052
MFS TOTAL RETURN
SERIES
Value at beginning of
period
Value at end of period
Number of accumulation
units outstanding at
end of period
OPPENHEIMER GLOBAL
SECURITIES FUND/VA
Value at beginning of
period
Value at end of period
Number of accumulation
units outstanding at
end of period
OPPENHEIMER STRATEGIC
BOND FUND/VA
Value at beginning of
period
Value at end of period
Number of accumulation
units outstanding at
end of period
</TABLE>

47
<PAGE>

Condensed Financial Information (continued)

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

<TABLE>
<CAPTION>
1999 1998 1997 1996 1995 1994 1993 1992 1991 1990
---------- ---------- --------- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PPI MFS CAPITAL
OPPORTUNITIES
PORTFOLIO
Value at beginning of
period $ 29.339 $ 23.440 $ 23.106(11)
Value at end of period $ 43.112 $ 29.339 $ 23.440
Number of accumulation
units outstanding at
end of period 2,448,587 2,244,308 2,018,219
PPI MFS EMERGING
EQUITIES
PORTFOLIO
Value at beginning of
period $ 19.268 $ 15.046 $ 15.236(11)
Value at end of period $ 28.710 $ 19.268 $ 15.046
Number of accumulation
units outstanding at
end of period 3,024,975 3,101,880 2,707,904
PPI MFS
RESEARCH GROWTH
PORTFOLIO
Value at beginning of
period $ 14.528 $ 11.960 $ 12.195(11)
Value at end of period $ 17.796 $ 14.528 $ 11.960
Number of accumulation
units outstanding at
end of period 194,296 1,379,653 232,418
PPI SCUDDER
INTERNATIONAL
GROWTH PORTFOLIO
Value at beginning of
period $ 20.829 $ 17.709 $ 17.490(11)
Value at end of period $ 32.585 $ 20.829 $ 17.709
Number of accumulation
units outstanding at
end of period 2,807,485 2,962,631 3,237,710
PPI T. ROWE PRICE
GROWTH EQUITY
PORTFOLIO
Value at beginning of
period $ 20.929 $ 16.608 $ 16.276(11)
Value at end of period $ 25.283 $ 20.929 $ 16.608
Number of accumulation
units outstanding at
end of period 1,549,310 1,564,888 1,317,058
</TABLE>

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

(1) Funds were first received in this option during February 1997. (2) Funds
were first received in this option during May 1998.

(3) Funds were first received in this option during December 1997.

(4) Funds were first received in this option during May 1997.

(5) The initial accumulation unit value was established at $10.000 during May
1995, when the fund became available under the contract.

(6) The initial accumulation unit value was established at $10.000 during March
1994, when funds were first received under this option.

(7) The initial accumulation unit value was established at $10.000 during June
1994, when funds were first received in this option.

(8) The initial accumulation unit value was established at $10.000 during July
1995, when the fund became available under the contract.

(9) Funds were first received in this option during October 1994.

(10) Funds were first received in this option during June 1998.

(11) Funds were first received in this option during November 1997.

48
<PAGE>
For Master Applications Only

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

I hereby acknowledge receipt of an Account C Opportunity Plus group deferred
variable annuity prospectus dated May 1, 2000 as well as all current
prospectuses pertaining to the variable investment options available under the
Contracts.

- --- Please send an Account C Statement of Additional Information (Form No.
SAI.75962-00) dated May 1, 2000.

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

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

PRO.75962-00