VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO
485BPOS, EX-99.B848, 2000-12-13
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                                  EX.99-B.8.48

                             PARTICIPATION AGREEMENT

       Aetna Life Insurance and Annuity Company (the "Company"),
OppenheimerFunds Distributor, Inc. (the "Distributor") and OppenheimerFunds
Services ("OFS"), a division of OppenheimerFunds, Inc., hereby agree to an
arrangement whereby Class A shares of certain registered investment companies
listed in Schedule B (individually a "Fund" and collectively, the "Funds")
shall be made available to serve as underlying investment media for Variable
Annuity Contracts ("Contracts") to be issued by the Company.

1.     ESTABLISHMENT OF ACCOUNTS; AVAILABILITY OF FUND SHARES.

       (a)    The Company represents that it has established Variable Annuity
              Accounts B, C, D and F and may establish such other accounts as
              may be set forth in Schedule A attached hereto and as may be
              amended from time to time with the mutual consent of the parties
              hereto (the "Accounts"), each of which is a separate account
              under Connecticut Insurance law, and has registered or will
              register each of the Accounts (except for such Accounts for which
              no such registration is required) as a unit investment trust
              under the Investment Company Act of 1940 (the "1940 Act"), to
              serve as an investment vehicle for the Contracts.  Each Contract
              provides for the allocation of net amounts received by the
              Company to an Account for investment in the shares of one of more
              specified open-end management investment companies available
              through that Account as underlying investment media.  Selection
              of a particular investment management company and changes therein
              from time to time are made by the participant or Contract owner,
              as applicable under a particular Contract.

       (b)    Distributor shall make Class A shares of the Funds available for
              purchase by each Account through the broker/dealer of record, if
              any, at net asset value without sales charge (and without the
              payment of a sales commission) in accordance with the terms of
              each Fund's then current prospectus and statement of additional
              information. It is acknowledged and agreed that the availability
              of the shares of any Fund shall be subject to such Fund's then
              current prospectus and statement of additional information,
              federal and state securities laws and applicable rules and
              regulations of the National Association of Securities Dealers,
              Inc.

       (c)    The Company understands that the investments of the Funds may not
              be diversified within the meaning of Section 817(h) of the
              Internal Revenue Code of 1986, as amended (the "Code"), and the
              regulations under the Code. The Company further understands that
              all beneficial interests in the Funds will not be owned by one or
              more insurance companies or other parties permitted under
              Regulation 1.817-5(f)(3) under the Code.

2.     (a)    SERVICES PROVIDED BY THE COMPANY.  The Company shall maintain the
              account records for each Contract owner, including, but not
              limited to, a daily record of

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              the number of shares of a Fund owned by the Contract owner, the
              value of each Contract owner's account, the dividends accrued on
              such accounts, and a record of all exchanges, purchases, and
              redemptions for each Contract owner account.  Distributor, OFS,
              and the Funds shall not have any responsibility with respect to
              the provision of administrative services, or recordkeeping
              services for Contract owners, including tax reporting or tax
              withholding.  The Company shall maintain one omnibus account per
              Account in each Fund registered in the name of the Account.
              Distributor, OFS, and the Funds shall not maintain separate
              accounts for Contract owners.

       (b)    REPORTING.  The Company shall maintain and preserve all records
              as required by applicable law, rules and regulations and/or this
              Agreement to be maintained and preserved in connection with
              providing the services described herein, and will otherwise
              comply with all laws, rules and regulations applicable thereto.
              At OFS' request, the Company shall provide OFS with any and all
              information about the Accounts and number of participants, as may
              be reasonably necessary to permit OFS or the Funds to comply with
              any request of the board of directors or trustees of the Funds or
              of a governmental body, or self-regulatory organization.  The
              parties acknowledge that the Company shall have no duty to
              provide any information about the participants to the board of
              directors or trustees other than the number of participants
              invested in the Funds.  The Company shall have its recordkeeping
              system audited annually by an independent accounting firm
              qualified to conduct such audits and shall provide OFS with a
              copy of the auditor's SAS 70 report within 30 days of its
              issuance. The Company shall provide OFS or its designated agent
              reasonable access to its records relating to the Accounts
              invested in the Funds to permit OFS to audit or review (i) the
              Company's compliance with the terms of this Agreement and any
              other agreement between the parties, (ii) the accuracy of the
              Company's recordkeeping system, and (iii) the accuracy of the
              invoices submitted to OFS and Distributor for payment.

3.     PRICING INFORMATION; ORDERS; SETTLEMENT.

       (a)    The Distributor will make Class A shares of the Funds available
              to be purchased by the Company, on behalf of each Account, and
              OFS will accept redemption orders from the Company, on behalf of
              each Account, at the net asset value applicable to each order on
              those days on which the Fund calculates its net asset value (a
              "Business Day").  Fund shares shall be purchased and redeemed as
              determined by the Company to be necessary to meet the
              requirements of those Contracts for which the Fund(s) serve as
              underlying investment media, provided, however, that the Board of
              Trustees/Directors of a Fund (hereinafter the "Trustees") may
              without notice to the Company, refuse to sell shares of any Fund
              to any person, or suspend or terminate the offering of shares of
              any Fund if such action is required by law or by regulatory
              authorities having jurisdiction or is, in the sole discretion of
              the Trustees, acting in good faith and in the best interests of
              the shareholders of any Fund and is acting in


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              compliance with their fiduciary obligations under federal and/or
              any applicable state laws.

       (b)    OFS will provide to the Company closing net asset value, dividend
              and capital gain information at the close of trading each day
              that the New York Stock Exchange (the "Exchange") is open (each
              such day a "Business Day"), and use its best efforts to provide
              or cause to be provided by 6:30 p.m. Eastern Standard time on
              each Business Day, but in no event shall communicate such
              information later than 7:00 p.m. Eastern Standard time on such
              Business Day unless the delay is due to extraordinary
              circumstances.  The Company will send via facsimile or electronic
              transmission to OFS or its specified agent orders to purchase
              and/or redeem Fund shares by 9:00 a.m. Eastern Standard Time the
              following business day.  Payment for net purchases will be wired
              by the Company to an account designated by the Distributor to
              coincide with the order for shares of the Fund.

       (c)    The Distributor hereby appoints the Company as its agent for the
              sole purpose of accepting purchase and redemption orders for Fund
              shares relating to the Contracts from Contract owners.  Except as
              provided in the foregoing sentence, the Company shall not be, nor
              hold itself out to the public or engage in any activity as, an
              agent or distributor for the Funds, or agent for OFS or
              Distributor or any of their affiliates.  Orders from Contract
              owners received from any distributor of the Contracts (including
              affiliates of the Company) by the Company, acting as agent for
              the Distributor, prior to the close of the Exchange (as indicated
              by date and time stamping) on any given business day will be
              executed by the OFS, as transfer agent for the Funds, at the net
              asset value determined as of the close of the Exchange on such
              Business Day, provided that the OFS receives written (or
              facsimile) notice of such order by 9 a.m. Eastern Standard Time
              on the next following Business Day.  Any orders received by the
              Company acting as agent on such day but after the close of the
              Exchange will be executed by OFS at the net asset value
              determined as of the close of the Exchange on the next business
              day following the day of receipt of such order, provided that OFS
              receives written (or facsimile) notice of such order by 9 a.m.
              Eastern Standard Time on the next Business Day following the day
              of receipt of such order.

       (d)    Payments for net redemptions of shares of the Fund will be wired
              by OFS to an account designated by the Company on the same
              Business Day the Company places an order to redeem Fund shares in
              accordance with the Terms of this Agreement. Payments for net
              purchases of the Fund shares will be wired by the Company to an
              account designated by OFS on the same Business Day the Company
              places an order to purchase Fund shares. Payments shall be in
              federal funds transmitted by wire.

       (e)    In lieu of applicable provisions set forth in paragraphs 3(a)
              through 3(d) above, the parties may agree in writing to provide
              pricing information, execute orders and wire payments for
              purchases and redemptions through National Securities Clearing
              Corporation's Fund/SERV system in which case such activities will
              be governed by the provisions set forth in an Exhibit to this
              Agreement.


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       (f)    Each party has the right to rely on information or confirmations
              provided by the other party (or by any affiliate of the other
              party), and shall not be liable in the event that an error is a
              result of any misinformation supplied by the other party

       (g)    The Distributor shall indemnify and hold the Company harmless,
              from the effective date of this Agreement, against any amount the
              Company is required to pay to Contract owners due to: (i) an
              incorrect calculation of a Fund's daily net asset value, dividend
              rate, or capital gains distribution rate or (ii) incorrect or
              unreasonably late reporting of the daily net asset value,
              dividend rate, or capital gain distribution rate of a Fund, upon
              written notification by the Company, with supporting data, to
              Distributor; provided, however, that no such amounts shall be
              paid or payable if they are not deemed material pursuant to the
              then prevailing industry standards as supported by the Securities
              and Exchange Commission guidance.  In addition, subject to the
              limits described in this subparagraph, OFS or the Distributor
              shall be liable to the Company for reasonable systems and out of
              pocket costs incurred by the Company in making a Contract
              owners's or a participant's account whole, if such costs or
              expenses are a result of OFS's or the Distributor's failure to
              provide timely or correct net asset values, dividend and capital
              gains or financial information and if such information is not
              corrected by 4:00 p.m. East Coast time of the next business day
              after releasing such incorrect information provided the incorrect
              NAV as well as the correct NAV for each day that the error
              occurred is provided.  If a mistake is caused in supplying such
              information or confirmations, which results in a reconciliation
              with incorrect information, the amount required to make a
              Contract owner's account whole shall be borne by the party
              providing the incorrect information, regardless of when the error
              is corrected.  Any gain by a Contract owner attributable to the
              incorrect calculation or reporting of the daily net asset value,
              dividend rate or capital gains distribution rate shall, to the
              extent permissible promptly be returned to the Fund(s) involved;
              provided, however, that no such amounts shall returned if they
              are not deemed material pursuant to the then prevailing pricing
              error guidelines as set forth by the Securities and Exchange
              Commission and its staff.

              The following limits shall apply to the collective liabilities of
              the Distributor and/or OFS , as appropriate, to the Company for
              systems and out of pocket costs incurred by the Company if such
              costs or expenses are a result of the Distributor or OFS's failure
              to provide the Company with such correct or timely information:
              (i) $1,000 per day for each day that incorrect information
              provided by the Distributor or OFS is not corrected, if such
              period does not include a month-end or a fiscal quarter-end, (ii)
              $1,500 per day for each day that such incorrect information
              provided by the Distributor or OFS is not corrected, if such
              period does include a month-end or a fiscal quarter-end, and (iii)
              up to $50,000 per occurrence in the aggregate under (i) or (ii)
              above. Any incorrect information that has as a common nexus any
              single error shall be deemed to be one occurrence for these
              purposes provided all corrections are provided at the same time.


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       (h)    The Company shall assume responsibility for any loss to
              Distributor or to OFS caused by the cancellation or correction
              made to an order subsequent to the date on which such order has
              been received by the Company and originally relayed to
              Distributor, and the Company will immediately pay such loss to
              Distributor or OFS upon receipt of written notification with
              supporting data.

       (i)    The Company agrees to purchase and redeem the shares of the Funds
              named in Schedule B offered by the then current prospectus and
              statement of additional information of the Fund in accordance with
              the provisions of such prospectus and statement of additional
              information.

       (j)    The Company acknowledges that the Funds or their designated agent
              will accept instructions only from the Company and that neither
              the Funds nor their designated agent will accept instructions
              directly from a Contract owner or participant.

4.     FEES.

       In consideration of services provided by the Company under this
       Agreement, the Company shall receive fees as set forth in Schedule C.

5.     EXPENSES.

       (a)    Except as otherwise provided in this Agreement, all expenses
              incident to the performance by the Distributor or OFS under this
              Agreement shall be paid by the Distributor, OFS or the Fund as
              the case may be, including the cost of registration of Fund
              shares with the Securities and Exchange Commission (the "SEC")
              and in states where required.  The Company shall pay no fee or
              other compensation to the Distributor or OFS under this
              Agreement, and the Distributor or OFS shall pay no fee or other
              compensation to the Company, except as provided herein and in
              Schedule C attached hereto and made a part of this Agreement as
              may be amended from time to time with the mutual consent of the
              parties hereto.  All expenses incident to performance by each
              party of its respective duties under this Agreement shall be paid
              by that party, unless otherwise specified in this Agreement.

       (b)    The Distributor shall provide to the Company, at the location
              designated by the Company, periodic fund reports to shareholders
              and other materials that are required by law to be sent to
              Contract owners or participants. In addition, the Distributor
              shall provide the Company, at the Company's reasonable request,
              with a sufficient quantity of Fund prospectuses, statements of
              additional information and any supplements to any of these
              materials, to be used in connection with the offerings and
              transactions contemplated by this Agreement.

       (c)    The Distributor shall provide the company with a sufficient
              quantity of Fund proxy material that is required to be sent to
              Contract owners or participants. The cost associated with proxy
              preparation, group authorization letters, programming for


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              tabulation and necessary materials (including postage) will be
              paid by the Distributor or the Funds.

6.     REPRESENTATIONS.

       (a)    The Company agrees that it and its agents shall not, without the
              written consent of the Distributor, make representations
              concerning the Fund, or its shares except those contained in the
              then current prospectuses and in current printed sales literature
              approved by the Distributor or not objected to by the Distributor
              within five (5) days in accordance with Section 9(a).

       (b)    The parties hereto represent and warrant that (i) they have
              examined and tested their systems and made reasonable inquiry of
              their business partners and other entities with whom they conduct
              business with respect to Year 2000 problems and (ii) their ability
              to perform their obligations under this Agreement will not be
              interrupted or disrupted as a result of any business interruptions
              or other business problems relating to specific dates or days
              before, during and after the Year 2000.

7.     TERMINATION.

       This agreement shall terminate as to the sale and issuance of new
Contracts:

       (a)    at the option of either the Company, the Distributor or OFS, upon
              sixty days advance written notice to the other parties;

       (b)    at the option of the Company, upon one week advance written notice
              to the Distributor and OFS, if Fund shares are not available for
              any reason to meet the requirement of Contracts as determined by
              the Company (reasonable advance notice of election to terminate
              shall be furnished by Company);

       (c)    at the option of either the Company, the Distributor or OFS,
              immediately upon institution of formal proceedings against the
              broker-dealer or broker-dealers marketing the Contracts, an
              Account, the Company, OFS or the Distributor by the National
              Association of Securities Dealers, Inc. (the "NASD"), the SEC or
              any other regulatory body;

       (d)    upon the determination of the Accounts to substitute for the
              Fund's shares the shares of another investment company in
              accordance with the terms of the applicable Contracts (the Company
              will give 60 days written notice to OFS and the Distributor of any
              decision to replace the Fund's shares);

       (e)    upon assignment of this Agreement, unless made with the written
              consent of all other parties hereto;

       (f)    if Fund shares are not registered, issued or sold in conformance
              with Federal law or such law precludes the use of Fund shares as
              an underlying investment medium for


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              Contracts issued or to be issued by the Company (prompt notice
              shall be given by the appropriate party should such situation
              occur).

8.     CONTINUATION OF AGREEMENT.

       Except with respect to Section 7(d), termination as the result of any
       cause listed in Section 7 shall not affect Distributor's obligation to
       furnish its shares to Contracts then in force for which its shares serve
       or may serve as the underlying medium unless such further sale of Fund
       shares is prohibited by law or the SEC or other regulatory body.

9.     ADVERTISING MATERIALS; FILED DOCUMENTS.

       (a)    Advertising and sales literature with respect to the Fund prepared
              by the Company or its agents for use in marketing its Contracts,
              other than any materials that merely reference the Funds' names,
              will be submitted to Distributor or its designee for review before
              such material is submitted to any regulatory body for review. No
              such material shall be used if the Distributor or its designee
              reasonably object to such use in writing, transmitted by facsimile
              within five business days after receipt of such material.

       (b)    The Distributor will provide additional copies of the Fund's
              financials to the Company as soon as available and at least one
              complete copy of all registration statements, prospectuses,
              statements of additional information, annual and semi-annual
              reports, proxy statements and all amendments or supplements to
              any of the above that relate to the Fund promptly after the
              filing of such document with the SEC or other regulatory
              authorities.  At the Distributor's request, the Company will
              provide to the Distributor at least one complete copy of all
              registration statements, prospectuses, statements of additional
              information, annual and semi-annual reports, proxy statements,
              and all amendments or supplements to any of the above that relate
              to the Account promptly after the filing of such document with
              the SEC or other regulatory authority.

       (c)    The Distributor will provide via Excel spreadsheet diskette format
              or in electronic transmission to the Company at least quarterly
              portfolio information necessary to update Fund profiles within
              fourteen (14) business days following the end of each quarter.

10.    PROXY VOTING.

       (a)    The Company shall provide pass-through voting privileges on Fund
              shares held by registered separate accounts to all Contract owners
              to the extent the SEC continues to interpret the 1940 Act as
              requiring such privileges. The Company shall provide pass-through
              voting privileges on Fund shares held by unregistered separate
              accounts to all Contract owners.


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       (b)    The Company will distribute to Contract owners, as appropriate,
              all proxy material furnished by the Distributor and will vote Fund
              shares in accordance with instructions received from such Contract
              owners. If and to the extent required by law, the Company, with
              respect to each group Contract and in each Account, shall vote
              Fund shares for which no instructions have been received in the
              same proportion as shares for which such instructions have been
              received. The Company and its agents shall not oppose or interfere
              with the solicitation of proxies for Fund shares held for such
              Contract owners.

11.    INDEMNIFICATION.

       (a)    The Company agrees to indemnify and hold harmless OFS, the Funds
              and the Distributor, and their respective directors, officers,
              employees, agents and each person, if any, who controls OFS or
              the Distributor within the meaning of the Securities Act of 1933
              (the "1933 Act") against any losses, claims, damages or
              liabilities to which the Funds, Distributor or OFS or any such
              director, officer, employee, agent, or controlling person of them
              may become subject, under the 1933 Act or otherwise, insofar as
              such losses, claims, damages, or liabilities (or actions in
              respect thereof) arise out of or are based upon any untrue
              statement or alleged untrue statement of any material fact
              contained in the Registration Statement, prospectus or sales
              literature of the Company or arise out of or are based upon the
              omission or the alleged omission to state therein a material fact
              required to be stated therein or necessary to make the statements
              therein not misleading, or arise out of or as a result of
              conduct, statements or representations (other than statements or
              representations contained in the prospectuses or sales literature
              of the Fund) of the Company or its agents, with respect to the
              sale and distribution of Contracts for which Fund shares are the
              underlying investment.  The Company will reimburse any legal or
              other expenses reasonably incurred by the Distributor, the Fund
              or OFS or any such director, officer, employee, agent, investment
              adviser, or controlling person of them in connection with
              investigating or defending any such loss, claim, damage,
              liability or action; PROVIDED, HOWEVER, that the Company will not
              be liable in any such case to the extent that any such loss,
              claim, damage or liability arises out of or is based upon (i) an
              untrue statement or omission or alleged omission made in such
              Registration Statement or prospectus in conformity with written
              materials furnished to the Company by the Fund specifically for
              use therein or (ii) the willful misfeasance, bad faith, or gross
              negligence by OFS or the Distributor or their respective
              officers, directors, employees or agents in the performance of
              its duties or OFS' or the Distributor's reckless disregard of
              obligations or duties under this Agreement or to the Company,
              whichever is applicable.  This indemnity agreement will be in
              addition to any liability, which Company may otherwise have.

       (b)    The Distributor and OFS agree to indemnify and hold harmless the
              Company and its directors, officers, employees, agents and each
              person, if any, who controls the Company within the meaning of
              the 1933 Act against any losses, claims, damages or liabilities
              to which the Company or any such director, officer, employee,
              agent or controlling person may become subject, under the 1933
              Act or otherwise, insofar as


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              such losses, claims, damages or liabilities (or actions in
              respect thereof) arise out of or are based upon any untrue
              statement or alleged untrue statement of any material fact
              contained in the Registration Statement, prospectuses or sales
              literature of the Fund or arise out of or are based upon the
              omission or the alleged omission to state therein a material fact
              required to be stated therein or material fact required to be
              stated therein or necessary to make the statements therein not
              misleading.  The Distributor will reimburse any legal or other
              expenses reasonably incurred by the Company or any such director,
              officer, employee, agent, or controlling person in connection
              with investigating or defending any such loss, claim, damage,
              liability or action; PROVIDED, HOWEVER, that neither OFS nor the
              Distributor will not be liable in any such case to the extent
              that any such loss, claim, damage or liability arises out of or
              is based upon (i) an untrue statement or omission or alleged
              omission made in such Registration Statement or prospectuses
              which are in conformity with written materials furnished to the
              Fund by the Company specifically for use therein or (ii) the
              willful misfeasance, bad faith, or gross negligence of the
              Company or its officers, directors, employees or agents.

       (c)    Promptly after receipt by an indemnified party hereunder of
              notice of the commencement of action, such indemnified party
              will, if a claim in respect thereof is to be made against the
              indemnifying party hereunder, notify the indemnifying party of
              the commencement thereof; but the omission to so notify the
              indemnifying party will not relieve it from any liability which
              it may have to any indemnified party otherwise than under this
              Section 11.   In case any such action is brought against any
              indemnified party, and it notifies the indemnifying party of the
              commencement thereof, the indemnifying party will be entitled to
              participate therein and, to the extent that it may wish to,
              assume the defense thereof, with counsel satisfactory to such
              indemnified party, and after notice from the indemnifying party
              to such indemnified party of its election to assume the defense
              thereof, the indemnifying party will not be liable to such
              indemnified party under this Section 11 for any legal or other
              expenses subsequently incurred by such indemnified party in
              connection with the defense thereof other than reasonable costs
              of investigation.

       (d)    The terms of this Section 11 shall survive termination of the
              Agreement.

12.    MISCELLANEOUS.

       (a)    AMENDMENT AND WAIVER. Neither this Agreement, nor any provision
              hereof, may be amended, waived, discharged or terminated orally,
              but only by an instrument in writing signed by all parties hereto.

       (b)    NOTICES. All notices and other communications hereunder shall be
              given or made in writing and shall be delivered personally, or
              sent by telex, telecopier or registered or certified mail, postage
              prepaid, return receipt requested, or recognized overnight courier
              service to the party or parties to whom they are directed at the
              following addresses, or at such other addresses as may be
              designated by notice from such party to all other parties.


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       To the Company:

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

                    Attention: Julie E. Rockmore, Counsel

       To OFS:

                    OppenheimerFunds Services
                    6803 South Tucson Way
                    Englewood, Colorado 80112

                    Attention:  Mark Barry

       To the Distributor:

                    OppenheimerFunds Distributor, Inc.
                    Two World Trade Center, 34th Floor
                    New York, New York 10048-0203

                    Attention:  Andrew J. Donohue
                                General Counsel

       Any notice, demand or other communication given in a manner prescribed in
       this subsection (b) shall be deemed to have been delivered on receipt.

       (c)    SUCCESSORS AND ASSIGNS. This agreement shall be binding upon and
              inure to the benefit of the parties hereto and their respective
              permitted successors and assigns.

       (d)    COUNTERPARTS. This Agreement may be executed in any number of
              counterparts, all of which taken together shall constitute one
              agreement, and any party hereto may execute this Agreement by
              signing any such counterpart.

       (e)    SEVERABILITY. In case any one or more of the provisions contained
              in this Agreement should be invalid, illegal or unenforceable in
              any respect, the validity, legality and enforceability of the
              remaining provisions contained herein shall not in any way be
              affected or impaired thereby.

       (f)    ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
              and understanding between the parties hereto and supersedes all
              prior agreement and understandings relating to the subject matter
              hereof.


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<PAGE>

       (g)    GOVERNING LAW. This Agreement shall be governed and interpreted in
              accordance with the laws of the State of Connecticut.

       (h)    NON EXCLUSIVITY. It is understood by the parties that this
              Agreement is not an exclusive arrangement in any respect.

       (i)    USE OF NAME. Except as otherwise provided in this Agreement, the
              Company shall not use the Oppenheimer name or any trademark or
              service mark of Oppenheimer without the Distributor's prior
              written consent. In the event this Agreement is terminated, the
              Company shall not use Oppenheimer's name, trademark, service mark
              or any other inference that may be reasonably construed to imply a
              continuing relationship.

       (j)    CONFIDENTIALITY. The terms of this Agreement and the Schedules
              thereto will be held confidential by each party except to the
              extent that either party or its counsel may deem it necessary to
              disclose such terms.

13.      ACKNOWLEDGEMENT.

         The parties hereto acknowledge that there is a Service Agreement
between the Company, the Distributor, OFS and Aetna Investment Services, Inc.
dated October 1, 1998 and a March 11, 1997 Participation Agreement between the
Company, OppenheimerFunds, Inc. and Oppenheimer Variable Account Funds. The
parties hereto agree that the terms and conditions of this Agreement shall not
affect or amend the terms and conditions of those agreements. The parties
hereto further agree that no payments shall be made by the Distributor, OFS or
the Funds under those agreements with respect to assets covered by this
Agreement.












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<PAGE>


       IN WITNESS WHEREOF, the undersigned have executed this Agreement by their
duly authorized officers effective as of the 15th day of August, 2000.


       AETNA LIFE INSURANCE AND ANNUITY COMPANY

       By:    /s/ Laurie M. Tillinghast
              -------------------------
       Name:  Laurie M. Tillinghast
              -------------------------
       Title: Vice President
              -------------------------


       OFS

       By:    /s/ Mark T. Barry
              -------------------------
       Name:  Mark T. Barry
              -------------------------
       Title: Vice President
              -------------------------


       DISTRIBUTOR

       By:    /s/ Andrew J. Donahu
              -------------------------
       Name:  Andrew J. Donahu
              -------------------------
       Title: Executive Vice President
              -------------------------











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                                   SCHEDULE A

                           Variable Annuity Account B
                           Variable Annuity Account C
                           Variable Annuity Account D
                           Variable Annuity Account F
              (Or any future separate accounts - See Section 1(a))





















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<PAGE>

                                   SCHEDULE B

                   (List of funds available--See Section 1(b))

                         Oppenheimer Bond Fund (Class A)
                 Oppenheimer Capital Appreciation Fund (Class A)
                    Oppenheimer Capital Income Fund (Class A)
                  Oppenheimer Developing Markets Fund (Class A)
                        Oppenheimer Global Fund (Class A)
                      Oppenheimer High Yield Fund (Class A)
             Oppenheimer Main Street Growth & Income Fund (Class A)























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