AETNA LIFE INSURANCE & ANNUITY CO /CT, POS AM, 1999-03-04

AETNA LIFE INSURANCE & ANNUITY CO /CT
POS AM, 1999-03-04
LIFE INSURANCE

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As filed with the Securities and Exchange Registration No. 33-60477
Commission on March 4, 1999
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 4
TO
FORM S-2 (previously filed on Form S-1)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Aetna Life Insurance and Annuity Company
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Connecticut
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71-0294708
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151 Farmington Avenue, Hartford, Connecticut 06156, (860) 273-4686
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Julie E. Rockmore, Counsel
Aetna Life Insurance and Annuity Company
151 Farmington Avenue, RE4A, Hartford, Connecticut 06156
(860) 273-4686
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(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)

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The annuities covered by this registration statement are to be issued from time
to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [XX]

If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box. [XX]

If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ______________

If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ] ______________

<PAGE>

If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ______________

If the delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

<PAGE>

CROSS REFERENCE SHEET
Pursuant to Regulation S-K
Item 501(b)

<TABLE>
<CAPTION>
Form S-2
Item No. Information Required in Prospectus Location
-------- ---------------------------------- --------
<S> <C> <C>

1 Forepart of the Registration Statement and Outside Front
Cover Page of Prospectus................................ Outside Front Cover

2 Inside Front and Outside Back Cover
Pages of Prospectus..................................... Table of Contents (inside front cover)

3 Summary Information, Risk Factors and Ratio of Earnings
to Fixed Charges........................................ Summary

4 Use of Proceeds......................................... Investments

5 Determination of Offering Price......................... Not Applicable

6 Dilution................................................ Not Applicable

7 Selling Security Holders................................ Not Applicable

8 Plan of Distribution.................................... Description of the Guaranteed Accumulation
Account

9 Description of Securities to be Registered.............. Description of the Guaranteed Accumulation
Account

10 Interests of Named Experts and Counsel.................. Not Applicable

11 Information with Respect to the Not Applicable
Registrant..............................................

12 Incorporation of Certain Information by Reference....... Incorporation of Certain Documents by Reference;
Experts

13 Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities............................................. Not Applicable
</TABLE>

<PAGE>

Guaranteed Accumulation Account - May 3, 1999
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Introduction

The Guaranteed Accumulation Account (GAA) is a fixed interest option available
during the accumulation phase of certain variable annuity contracts issued by
Aetna Life Insurance and Annuity Company (the Company or we). Read this
prospectus carefully before investing in GAA and save it for future reference.

General Description

GAA offers investors the opportunity to earn specified guaranteed rates of
interest for specified periods of time, called guaranteed terms. We generally
offer several guaranteed terms at any one time for those considering investing
in GAA. Each guaranteed term offers a guaranteed interest rate for investments
that remain in GAA for the duration of the specific guaranteed term. The
guaranteed term establishes both the length of time for which we agree to credit
a guaranteed interest rate and how long your investment must remain in GAA in
order to receive the guaranteed interest rate.

We guarantee both principal and interest if, and only if, your investment
remains invested for the full guaranteed term. Charges related to the contract,
such as a maintenance fee or early withdrawal charge, may still apply even if
you withdraw at the end of the guaranteed term. Investments taken out of GAA
prior to the end of the guaranteed term may be subject to a market value
adjustment which may result in an investment gain or loss. (See "Market Value
Adjustment", page 11.)

This prospectus will explain:

> Guaranteed interest rates and guaranteed terms
> Contributions to GAA
> Types of investments available, and how they are classified
> How rates are offered
> How there can be an investment risk, and how we calculate gain or loss
> Contract charges that can affect your account value in GAA
> Taking investments out of GAA
> How to reinvest or withdraw at maturity

Additional Disclosure Information

Neither the Securities and Exchange Commission, nor any state securities
commission, has approved or disapproved of these securities or passed on the
accuracy or adequacy of this prospectus. Any representation to the contrary is
a criminal offense. 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 or
jurisdiction that does not permit their sale.

Our Home Office:
Aetna Life Insurance and Annuity Company
151 Farmington Avenue
Hartford, Connecticut 06156
(800)-GAA-Fund or (800)-422-3863
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
Summary ..................................................................... 3

Description of the Guaranteed Accumulation Account .......................... 6

General, Contributions to GAA, Deposit Period, Guaranteed Terms,
Guaranteed Classifications, Guaranteed Interest Rates,
Maturity Value Transfer Provision

Transfers ................................................................... 9

Transfers from GAA, Transfers Between Guaranteed Term Classifications

Withdrawals ................................................................. 10

Market Value Adjustment ..................................................... 11

Deposit Period Yield, Current Yield, MVA Formula

Contract Charges ............................................................ 12

Other Topics ................................................................ 13

Income Phase -- Deferral of Payments -- Reinvestment Privilege -- Contract
Loans -- Investments -- Distribution of Contracts -- Taxation -- Year
2000 Readiness -- Experts -- Legal Matters -- Further
Information -- Incorporation of Certain Documents by
Reference -- Inquiries

Appendix I -- Examples of Market Value Adjustment Calculations .............. 18

Appendix II -- Examples of Market Value Adjustment Yields ................... 20
</TABLE>

<PAGE>

Summary
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GAA is a fixed interest option that may be available during the accumulation
phase of your variable annuity contract. The following is a summary of certain
facts about GAA.

In General. Amounts that you invest in GAA will earn a guaranteed interest rate
if left in GAA for a specified period of time (the guaranteed term). You must
invest amounts in GAA for the full guaranteed term in order to receive the
quoted guaranteed interest rate. If you withdraw or transfer those amounts
before the end of the guaranteed term, we may apply a "market value
adjustment," which may be positive or negative.

Deposit Periods. A deposit period is the time during which we offer a specific
guaranteed interest rate if you deposit dollars for a specific guaranteed term.
For a particular guaranteed 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.

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 offered.

Some variable annuity contracts that offer GAA distinguish between short- and
long-term classifications of GAA. Under those contracts, we make the following
distinction:

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

Guaranteed Interest Rates. We guarantee different interest rates, depending on
when account dollars are invested in GAA. The interest rate we guarantee is an
annual effective yield; that means that the rate reflects a full year's
interest. We credit interest at a rate that will provide the guaranteed annual
effective yield over one year. The guaranteed interest rate(s) are guaranteed
for that deposit period and for the length of the guaranteed term.

The guaranteed interest rates we offer will always meet or exceed the minimums
agreed to in the contract. Apart from meeting the contractual minimums, we can
in no way guarantee any aspect of future offerings.

Fees and Other Deductions. 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. The following other types of charges may be
deducted from amounts held in, withdrawn or transferred from GAA:

> Market Value Adjustment (MVA)--see "Market Value Adjustment"
> Tax Penalties and/or Tax withholding--see "Taxation"; see also the "Taxation"
section of the contract prospectus
> Early Withdrawal Charge--see "Contract Charges"; see also the "Fees" section
of the contract prospectus
> Maintenance Fee--see "Contract Charges"; see also the "Fees" section of the
contract prospectus

Market Value Adjustment (MVA). If you withdraw or transfer all or part of 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

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<PAGE>

due to changes in interest rates since the date of deposit. The MVA may be
positive or negative depending on interest rate activity at the time of
withdrawal or transfer.

Withdrawals from GAA due to election of a lifetime income option or due to the
death of the participant (if withdrawn within the first six months following
death) will be subject to an aggregate market value adjustment (the sum of all
MVAs due to withdrawal) only if the aggregate market value adjustment is
positive.

Maturity of a Guaranteed Term. On or before the end of a guaranteed term, the
contract holder or you, if permitted, may instruct us to

> Transfer the matured amount to one or more new guaranteed terms available
under the current deposit period
> Transfer the matured amount to other available investment options
> Withdraw the matured amount

Deductions may apply to withdrawals. (See "Contract Charges" and the contract
prospectus.) When a guaranteed term ends, if we have not received instructions,
we will automatically transfer the maturing investment into a guaranteed term
available in the current deposit period. (See "Maturity of a Guaranteed Term"
and "Maturity Value Transfer Provision.") For contracts that distinguish
between short-term and long-term classifications, we will generally transfer
the maturing investment to the available deposit period for the guaranteed term
having the shortest maturity within the same classification. For other
contracts, we will generally transfer the maturing investment in the following
manner based upon availability:

> To a guaranteed term of the same duration, if available; or
> To a guaranteed term with the next shortest duration, if available; or
> To a guaranteed term with the next longest duration.

Maturity Value Transfer Provision. If we automatically transfer the matured
investment into the current deposit period, the contract holder or you, if
permitted, may, for a limited time, transfer or withdraw all or a portion of
the matured investment that was transferred without an MVA. Other fees may be
assessed on any withdrawals. See "Maturity Value Transfer Provision."

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 may apply an MVA to transfers made before the end of a guaranteed term.

Investments. Guaranteed interest rates credited during any guaranteed term do
not necessarily relate to investment performance. Deposits received into GAA,
regardless of the length of the guaranteed term or, where applicable,
guaranteed term classification, will generally be invested in federal, state
and municipal obligations, corporate bonds, preferred stocks, real estate
mortgages, real estate, certain other fixed income investments, and cash or
cash equivalents. All of our general assets are available to meet guarantees
under GAA.

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<PAGE>

Amounts allocated to GAA are held in a nonunitized separate account except for
amounts allocated to short-term classifications of GAA before September 1,
1998, which are held in the Company's general account. To the extent provided
for in the contract, assets of the separate account are not chargeable with
liabilities arising out of any other business that we conduct. See
"Investments" on page 13.

Notification of Maturity. We will notify you at least 18 calendar days prior to
the maturity of a guaranteed term. We will include information relating to the
current deposit period's guaranteed interest rates and the available guaranteed
terms. You may obtain information concerning available deposit periods,
guaranteed interest rates, and guaranteed terms by telephone five business days
prior to the maturity date (1-800-GAA-FUND or 1-800-422-3863). (See
"Description of the Guaranteed Accumulation Account--General" and "Maturity of
a Guaranteed Term.")

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<PAGE>

Description of the Guaranteed
Accumulation Account
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General

GAA offers guaranteed interest rates for specific guaranteed terms. For a
particular guaranteed 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. Each deposit period may offer more than one
guaranteed term. Guaranteed terms may be classified according to length of time
to maturity, and each deposit period may offer various guaranteed terms within
these classifications.

A market value adjustment may be applied to any values withdrawn or transferred
from a guaranteed term prior to the end of that guaranteed term, except for
amounts transferred under the maturity value transfer provision. In the case of
amounts withdrawn from a guaranteed term due to the death of the participant,
we will apply an aggregate market value adjustment (the sum of all market value
adjustments calculated due to this withdrawal), provided that it is positive,
and provided that the withdrawal is requested within six months of death. After
the six-month period, an aggregate market value adjustment, whether positive or
negative, will be applied. Similarly, in the case of values withdrawn from
guaranteed terms to provide income phase payments under one of the lifetime
income options, we will apply an aggregate market value adjustment, provided
that it is positive.

We maintain a toll-free telephone number for those wishing to obtain information
concerning available deposit periods, guaranteed interest rates, and guaranteed
terms. The telephone number is 1-800-GAA-FUND (1-800-422-3863). At least 18
calendar days before a guaranteed term matures, we will notify the contract
holder or you, if applicable, of the upcoming deposit period dates and the
current guaranteed interest rates, guaranteed terms and projected matured
guaranteed term values.

Contributions to GAA

The contract holder or you, if applicable, may invest in the guaranteed terms
available in the current deposit period by allocating new payments to GAA or by
transferring a sum from other funding options available under the contract or
from other guaranteed terms.

Though we may require a minimum payment(s) to a contract, we do not require a
minimum investment for a guaranteed term. Refer to the contract prospectus.

Investments may not be transferred from a guaranteed term during the deposit
period in which the investment is applied or during the first ninety days after
the close of the deposit period. This restriction does not apply to amounts
transferred or withdrawn under the maturity value transfer provision. See
"Maturity Value Transfer Provision."

Deposit Period

The deposit period is the period of time during which the contract holder or
you, if applicable, may direct investments to a particular guaranteed term(s)
and receive a stipulated guaranteed interest rate(s). Each deposit period may
be a month, a calendar quarter, or any other period of time we specify.

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<PAGE>

Guaranteed Terms

A guaranteed term is the time we specify during which we credit the guaranteed
interest rate. We will offer at least one guaranteed term of three years or
less and one term of more than three years in any deposit period. We offer
guaranteed terms at our discretion for various periods ranging from one to ten
years.

Guaranteed Term Classifications

Some contracts distinguish between long-term and short-term guaranteed term
classifications. The following are the guaranteed term classifications:

Short-term--All guaranteed terms of 3 years or less; or

Long-term--All guaranteed terms of between 3 and 10 years.

During each deposit period, we may offer more than one guaranteed term within
each guaranteed term classification. The contract holder or you, if applicable,
may allocate investments to guaranteed terms within one or both guaranteed term
classifications during a deposit period.

Guaranteed Interest Rates

Guaranteed interest rates are the rates that we guarantee will be credited on
amounts applied during a deposit period for a specific guaranteed term.
Guaranteed interest rates are annual effective yields, reflecting a full year's
interest. We credit interest at a rate that will provide the guaranteed annual
effective yield over one year. Guaranteed interest rates are credited according
to the length of the guaranteed term as follows:

Guaranteed Terms of One Year or Less: The rate is credited from the date of
deposit to the last day of the guaranteed term.

Guaranteed Terms of Greater than One Year: Several different guaranteed
interest rates may be applicable during a guaranteed term of more than one
year. The initial guaranteed interest rate is credited from the date of deposit
to the end of a specified period within the guaranteed term. We may credit
several different guaranteed interest rates for subsequent specific periods of
time within the guaranteed term. For example, for a 5-year guaranteed term we
may guarantee 5% for the first year, 4.75% for the next two years, and 4.5% for
the remaining two years.

We announce the available guaranteed terms and current guaranteed interest
rates for each deposit period at least 18 calendar days prior to the start of
each deposit period. We will not guarantee or credit a guaranteed interest rate
below the minimum rate specified in the contract, nor will we credit interest
at a rate above the guaranteed interest rate we announce prior to the start of
a deposit period.

Our guaranteed interest rates are influenced by, but do not necessarily
correspond to, interest rates available on fixed income investments we may buy
using deposits directed to GAA (see "Investments"). We consider other factors
when determining guaranteed interest rates including regulatory and tax
requirements, sales commissions and administrative expenses borne by the
Company, general economic trends, and competitive factors. We make the final
determination regarding guaranteed interest rates. We cannot predict the level
of future guaranteed interest rates.

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[sidenote]
Business Day--any business
day on which the New York
Stock Exchange is open
[end sidenote]

Maturity of a Guaranteed Term. At least 18 calendar days prior to the maturity
of a guaranteed term, we will notify the contract holder or you, if applicable,
of the upcoming deposit period, the projected value of the amount maturing at
the end of the guaranteed term, and the guaranteed interest rate(s) and
guaranteed term(s) available for the current deposit period. The contract
holder or you, if applicable, may transfer amounts in any maturing guaranteed
term to new guaranteed term(s), if available under the contract.

The contract holder or you, if applicable, may also transfer amounts in any
maturing guaranteed term to any of the allowable investment options available
under the contract. We do not apply a market value adjustment to amounts
transferred or surrendered from a guaranteed term on the date the guaranteed
term matures; however, we may assess an early withdrawal charge or maintenance
fee, if applicable. If we have not received direction from the contract holder
or you, if applicable, by the maturity date of a guaranteed term, we will
automatically transfer the matured value to one of the following:

>For contracts distinguishing between short- and long-term classifications, we
will generally transfer the amount maturing to the available deposit period
for the guaranteed term having the shortest maturity within the same
classification, though it may be different than the maturing term.

>For contracts that do not distinguish between short- and long-term
classifications, we will generally transfer the maturing amount as follows:

o To a guaranteed term of the same duration, if available; or
o To a guaranteed term with the next shortest duration, if available; or
o To a guaranteed term with the next longest duration

The contract holder or you, if applicable, will receive a confirmation
statement, plus information on the new guaranteed interest rate(s) and
guaranteed term.

Maturity Value Transfer Provision

If we automatically reinvest the proceeds from a matured guaranteed term, the
contract holder or you, if applicable, may transfer or withdraw from GAA the
amount that was reinvested without a market value adjustment. An early
withdrawal charge or maintenance fee may apply to withdrawals. If the full
amount reinvested is transferred or withdrawn, we will include interest
credited to the date of the transfer or withdrawal. This provision is only
available until the last business day of the month following the maturity date
of the prior guaranteed term. This provision only applies to the first request
received from the contract holder or you, if applicable, with respect to a
particular matured guaranteed term value.

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Transfers
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We do not permit transfers from any guaranteed term to any other guaranteed
term or investment option during the deposit period for that guaranteed term
nor during the first 90 days following the close of that deposit period.

We do not apply a market value adjustment to the value transferred upon
maturity of a guaranteed term nor for values transferred under the maturity
value transfer provision. We do not count either of these types of transfers as
one of the 12 free transfers allowed per calendar year by those contracts
allowing only 12 free transfers.

When the contract holder or you, if applicable, request the transfer of a
specific dollar amount, we account for any applicable market value adjustment
in determining the amount to be withdrawn from a guaranteed term(s) to fulfill
the request. Therefore, the amount we actually withdraw from the guaranteed
term(s) may be more or less than the requested dollar amount. (See "Appendix I"
for an example.) For more information on transfers, see the contract
prospectus.

Transfers From GAA

For contracts that do not distinguish between short- and long-term
classifications, the contract holder or you, if applicable, may choose the
guaranteed term from which funds will be first withdrawn. If there is more than
one guaranteed term of the same duration, we will withdraw funds starting from
the oldest guaranteed term that has not reached maturity.

If we do not receive directions, we will withdraw funds pro rata from each
guaranteed term in which you are invested. If there is more than one guaranteed
term of the same duration, we will withdraw funds starting from the oldest
guaranteed term that has not reached maturity.

For contracts that distinguish between short- and long-term classifications,
the contract holder or you, if applicable, may choose the guaranteed term
classification from which funds will be first withdrawn. We will withdraw funds
starting from the oldest guaranteed term that has not reached maturity within
the classification chosen.

If we do not receive directions, we will withdraw funds pro rata from the
guaranteed term classifications, starting with the oldest guaranteed term that
has not reached maturity, and any other investment options.

We will apply a market value adjustment to the amount requested for transfer.
(See "Market Value Adjustment.")

Transfers Between Guaranteed Term Classifications

(For contracts that distinguish between short-term and long-term
classifications only)

The contract holder or you, if applicable, may transfer amounts from short-term
guaranteed terms to available long-term guaranteed terms of the current deposit
period, or from long-term guaranteed terms to available short-term guaranteed
terms of the current deposit period.

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For example, funds may be transferred from a 3-year guaranteed term (any time
after 90 days from the close of the deposit period applicable to that 3-year
guaranteed term) to the open deposit period of a 7-year guaranteed term.

Funds will be first transferred from the oldest deposit period for which the
guaranteed term has not reached maturity and we will assess a market value
adjustment on the transferred amount. These transfers are counted toward the 12
free transfers allowed per calender year by those contracts allowing only 12
free transfers.

We do not permit the transfer of value from one guaranteed term prior to its
maturity to another guaranteed term within the same classification. For example
we do not permit transfers from one-year to three-year, one-year to one-year,
five-year to seven-year, or ten-year to seven-year guaranteed terms.

Withdrawals
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The contract allows for full or partial withdrawals from GAA at any time during
the accumulation phase. To make a full or partial withdrawal, a request form
must be properly completed and submitted to our Home Office (or other
designated office as provided in the contract).

Partial withdrawals are made pro rata from funding options unless the contract
holder or you, if applicable, request otherwise. For contracts that do not
distinguish between short- and long-term classifications, each guaranteed term
is considered a separate funding option for the purpose of a partial withdrawal.
The contract holder or you, if applicable, may choose the guaranteed term from
which funds will be withdrawn. If there is more than one guaranteed term of the
same duration, we will withdraw funds starting from the oldest guaranteed term
that has not reached maturity. If no guaranteed term is elected, we will
withdraw funds pro rata from each guaranteed term in which you are invested. If
there is more than one guaranteed term of the same duration, we will withdraw
funds starting from the oldest guaranteed term that has not reached maturity.

For contracts distinguishing between short- and long-term classifications, each
guaranteed term classification is considered a separate funding option for the
purpose of a partial withdrawal. The contract holder or you, if applicable, may
elect to take a partial withdrawal from either guaranteed term classification.
We will first withdraw funds from the oldest guaranteed term that has not
reached maturity within the chosen classification. If no guaranteed term
classification is elected, we will withdraw funds pro rata from each
classification (starting with the oldest guaranteed term which has not reached
maturity) and other funding options.

We may apply a market value adjustment to withdrawals made prior to the end of
a guaranteed term, except for withdrawals made under the maturity value
transfer provision. (See "Market Value Adjustment.") We may deduct an early
withdrawal charge and/or a maintenance fee depending on the terms of the
contract. Refer to the contract prospectus for a description of these fees.
When a request for a partial withdrawal of a specific dollar amount is made, we
will include the market value adjustment in determining the amount to be
withdrawn from the guaranteed term(s) to fulfill the request. Therefore, the

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amount we actually take from the guaranteed term(s) may be more or less than
the dollar amount requested. (See "Appendix I" for an example.)

[sidenote]
Aggregage MVA is the total of
all MVAs applied due to a
transfer or withdrawal.
[end sidenote]

Market Value Adjustment
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We apply a market value adjustment (MVA) to amounts transferred or withdrawn
from GAA prior to the end of a guaranteed term. To accommodate early withdrawals
or transfers, we may need to liquidate certain assets or use cash that could
otherwise be invested at current interest rates. When we sell assets prematurely
we could realize a profit or loss depending on market conditions.

The MVA reflects changes in interest rates since the deposit period. When
interest rates increase after the deposit period, the value of the investment
decreases and the market value adjustment amount may be negative. Conversely,
when interest rates decrease after the deposit period, the value of the
investment increases and the market value adjustment amount may be positive.
Therefore, the application of an MVA may increase or decrease the amount
withdrawn from a guaranteed term to satisfy a withdrawal or transfer request.

We may apply an aggregate MVA to transfers made in order to fund a nonlifetime
income payment option; however, we will not apply a negative aggregate MVA to
amounts transferred to fund lifetime income options. We will not apply a
negative aggregate MVA to amounts withdrawn from guaranteed terms due to your
death, if withdrawn during the six months following your death. After this
six-month period, a positive or negative aggregate MVA may apply.

Should two or more consecutive guaranteed terms have the same guaranteed
interest rate and mature on the same date, we will calculate an MVA applicable
to each. We will apply the MVA that is more favorable to you to any withdrawal
or transfer from either guaranteed term prior to their maturity.

The amount of the MVA depends on the relationship between:

>The deposit period yield of U.S. Treasury Notes that will mature in the last
quarter of the guaranteed term; and

>The current yield of such U. S. Treasury Notes at the time of withdrawal.

If the current yield is less than the deposit period yield, the MVA will
decrease the amount withdrawn from a guaranteed term to satisfy a transfer or
withdrawal request (the MVA will be positive). If the current yield is greater
than the deposit period yield, the MVA will increase the amount withdrawn from
a guaranteed term (the MVA will be negative or detrimental to the investor).

Under some contracts, election of a Systematic Distribution Option, as
described in the contract prospectus, will not result in an MVA for amounts
withdrawn from GAA.

Deposit Period Yield

We determine the deposit period yield used in the MVA calculation by
considering interest rates prevailing during the deposit period of the

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guaranteed term from which the transfer or withdrawal will be made. First, we
identify the Treasury Notes that mature in the last three months of the
guaranteed term. Then, we determine their yield-to-maturity percentages for the
last business day of each week in the deposit period. We then average the
resulting percentages to determine the deposit period yield.

Treasury Note information may be found each business day in publications such
as the Wall Street Journal which publishes the yield-to-maturity percentages
for all Treasury Notes as of the preceding business day.

Current Yield
We use the same Treasury Notes identified for the deposit period yield to
determine the current yield. We use the yield-to-maturity percentages for the
last business day of the week preceding the withdrawal and average those
percentages to get the current yield.

MVA Formula
The mathematical formula used to determine the MVA is:

x
---
365

{(1+i)}
{-----}
{(1+j)}

where i is the deposit period yield; j is the current yield; and x is the
number of days remaining (computed from Wednesday of the week of withdrawal) in
the guaranteed term. (For examples of how we calculate MVA, refer to Appendix
I.)

We make an adjustment in the formula of the MVA to reflect the period of time
remaining in the guaranteed term from the Wednesday of the week of a
withdrawal.

Contract Charges
- --------------------------------------------------------------------------------
Certain charges may be deducted directly or indirectly from the funding options
available under the contract, including GAA.

The contract may have a maintenance fee of up to $30 that we will deduct, on an
annual basis, pro rata from all funding options including GAA. We may also
deduct a maintenance fee upon full withdrawal of a contract.

The contract may have an early withdrawal charge that we will deduct, if
applicable, upon a full or partial withdrawal from the contract. If the
withdrawal occurs prior to the maturity of a guaranteed term, both the early
withdrawal charge and an MVA may be assessed.

We do not deduct mortality and expense risk charges and other asset-based
charges that may apply to variable funding options from GAA. These charges are
only applicable to the variable funding options.

We may deduct premium taxes of up to 4% from amounts in GAA, or, under some
contracts, front end sales charges of up to 6%.

12
<PAGE>

We reserve the right to charge $10 for each transfer over 12, for contracts
that restrict the number of free transfers of accumulated investment value
between available investment options to 12.

Refer to the contract prospectus for details on contract deductions.

Other Topics
- --------------------------------------------------------------------------------
Income Phase

GAA may not be used as a funding option during the income phase. Amounts
invested in guaranteed terms must be transferred to one or more of the options
available to fund income payments before income payments can begin.

An aggregate MVA, as previously described, may be applied to amounts
transferred to fund income payments before the end of a guaranteed term.
Amounts used to fund lifetime income payments will receive either a positive
aggregate MVA or none at all; however amounts transferred to fund a nonlifetime
income payment option can receive a positive or negative aggregate MVA.

Refer to the contract prospectus for a discussion of the income phase.

Deferral of Payments

Under certain emergency conditions, we may defer payment of a GAA withdrawal
for up to six months. Refer to the contract prospectus for more details.

Reinvestment Privilege

The contract holder or you, if applicable, may elect to reinvest all or a
portion of a full withdrawal during the 30 days following such a withdrawal. We
must receive amounts for reinvestment within 60 days of the withdrawal.

We will apply reinvested amounts to the current deposit period. Amounts are
reinvested in the guaranteed term classifications, where applicable, in the
same proportion as prior to the full withdrawal. Any negative MVA we applied to
a withdrawal will not be refunded. Refer to the contract prospectus further
details.

Contract Loans
(403(b) and some 401(a) Plans Only)

The contract holder or you, if applicable, may not take a loan from amounts
held in GAA, but we include GAA amounts when calculating the account value
which determines the amount available for a loan. Amounts held in GAA must be
transferred to a funding option available for loans in order to be received as
a loan. (Refer to the contract prospectus for more information on contract
loans.) We will apply an MVA to amounts transferred from guaranteed terms due
to a loan request.

Investments

General Account. Amounts invested in guaranteed terms of three years or less
prior to September 1, 1998 were deposited into the Company's general account

13
<PAGE>

supporting insurance and annuity obligations and will remain invested in the
general account until the end of their guaranteed terms. On or after September
1, 1998 the only new amounts allocated to the Company's general account are
amounts allocated or rolled over to short-term classifications of GAA under
contracts that had not yet received the necessary state approval to deposit
those amounts in the Company's separate account.

We invest general account assets of the Company in accordance with applicable
state laws, which govern the nature of investments made by life insurance
companies and the percentage of assets that may be committed to any particular
type of investment. These laws generally permit investments in federal, state
and municipal obligations; corporate bonds; preferred stocks; real estate
mortgages; real estate and certain other fixed income investments.

All of the general assets of the Company, including amounts deposited to GAA,
are available to meet the guarantees under GAA. The assets of the Company's
general account are chargeable with liabilities arising out of any other
business of the Company.

Separate Account. All guaranteed terms greater than three years, and except as
noted above, guaranteed terms of less than three years allocated or rolled over
on or after September 1, 1998 will be deposited in a nonunitized separate
account established under Connecticut law.

A nonunitized separate account is a separate account in which neither the
contract holder nor you participate in the performance of the assets through
unit values or any other interest. Contract holders and participants allocating
funds to the nonunitized separate account do not receive a unit value of
ownership of assets accounted for in this separate account. The risk of
investment gain or loss is borne entirely by the Company. All Company
obligations due to allocations to the nonunitized separate account are
contractual guarantees of the Company and are accounted for in the separate
account. To the extent provided for in the applicable contract, the assets of
the nonunitized separate account are not chargeable with liabilities resulting
from any other business of the Company. Income, gains and losses of the
separate account are credited to or charged against the separated account
without regard to other income, gains or losses of the Company.

Types of Investments. The Company intends to invest primarily in investment-
grade fixed income securities including:

>Securities issued by the United States Government.

>Issues of U.S. Government agencies or instrumentalities; these issues may or
may not be guaranteed by the United States Government.

>Debt securities which have an investment grade, at the time of purchase,
within the four highest grades assigned by Moody's Investors Services, Inc.
(Aaa, Aa, A or Baa), Standard & Poor's Corporation (AAA, AA, A or BBB) or any
other nationally recognized rating service.

>Other debt instruments, including those issued or guaranteed by banks or bank
holding companies, and of corporations, which although not rated by Moody's,
Standard & Poor's, or other nationally recognized rating services, are deemed
by the Company's management to have an investment quality comparable to
securities which may be purchased as stated above.

>Commercial paper, cash or cash equivalents, and other short-term investments
having a maturity of less than one year which are considered

14
<PAGE>

by the Company's management to have investment quality comparable to
securities which may be purchased as stated above.

We may invest in futures and options. We purchase financial futures, related
options and options on securities solely for non-speculative hedging purposes.
Should securities prices be expected to decline, we may sell a futures contract
or purchase a put option on futures or securities to protect the value of
securities held in or to be sold for the general account or the nonunitized
separate account. Similarly, if securities prices are expected to rise, we may
purchase a futures contract or a call option against anticipated positive cash
flow or may purchase options on securities.

We are not obligated to invest the assets attributable to the contracts
according to any particular strategy, except as required by Connecticut and
other state insurance laws. The guaranteed interest rates established by the
Company may not necessarily relate to the performance of the nonunitized
separate account.

Distribution of Contracts

We serve as underwriter for the securities sold through this prospectus. The
Company is registered as a broker-dealer with the Securities and Exchange
Commission (SEC) and is a member of the National Association of Securities
Dealers, Inc. As underwriter, we will contract with one or more registered
broker-dealers to offer and sell the contracts. We and our affiliate(s) may
also sell the contracts directly. All registered representatives for the
broker-dealers selling these securities will also be licensed as insurance
agents to sell variable annuity contracts. For additional information, see the
contract prospectus.

Taxation

You should seek advice from your tax adviser as to the application of federal
(and where applicable, state and local) tax laws to amounts paid to or
distributed under the contracts. Refer to the applicable contract prospectus
for a discussion of tax considerations connected with the contracts.

Taxation of the Company. We are taxed as a life insurance company under Part I
of Subchapter L of the Internal Revenue Code. The Company owns all assets
supporting the contract obligations of GAA. Any income earned on such assets is
considered income to the Company. We do not intend to make any provision or
impose a charge under the contracts with respect to any tax liability of the
Company.

Taxation of Payments and Distributions. For information concerning the tax
treatment of payments to and distributions from the contracts, please refer to
the applicable contract prospectus.

Year 2000 Readiness

The Company is dependent on computer systems and applications to conduct its
business. The Company has developed and is currently executing a comprehensive
risk-based plan designed to make its mission-critical information technology
(IT) systems and embedded systems Year 2000 ready. The plan for IT systems
covers five stages including (i) assessment, (ii) remediation, (iii) testing,
(iv) implementation and (v) Year 2000 approval. At year-end 1997, the Company
had substantially completed the assessment stage. The remediation of
mission-critical IT systems was completed year end 1998. The Company expects to
incur internal staffing costs, as well as consulting and other expenses related

15
<PAGE>

to infrastructure and facilities enhancements necessary to prepare its systems
for the Year 2000. Total Year 2000 costs for these systems are currently
estimated to be at least $22 million (after tax) in 1998 and $16 million (after
tax) in 1999 and are expected to be funded through operating cash flows.

The Company deals with affiliated and unaffiliated third parties in connection
with the investments made by the Company with the amounts allocated to GAA.
Aetna Inc. and the Company have initiated communication with their critical
external relationships to determine the extent to which the Aetna organization
may be vulnerable to such parties' failure to resolve their own Year 2000
issues. The Aetna organization, including the Company, have assessed and are
prioritizing responses in an attempt to mitigate risks with respect to the
failure of these parties to be Year 2000 ready. The failure of third parties to
complete adequate preparations in a timely manner could have an adverse effect
on the operation of GAA, or the establishment of future guaranteed rates.

Experts

We have incorporated by reference into Post Effective Amendment No. 4 to the
Registration Statement of which this prospectus is a part and/or into this
prospectus:

>The consolidated financial statements and schedules of the Company as of
December 31, 1998 and 1997

>The consolidated financial statements for each of the years in the three-year
period ended December 31, 1998

>The reports of KPMG LLP

These statements are included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1998. We have relied upon the reports of KPMG LLP,
independent certified public accountants and upon the authority of this firm as
experts in accounting and auditing.

Legal Matters

The validity of the securities offered by this prospectus has been passed upon
by counsel to the Company.

Further Information

This Prospectus does not contain all of the information contained in the
registration statement of which this prospectus is a part. Portions of the
registration statement have been omitted from this prospectus as allowed by the
SEC. You may obtain the omitted information from the offices of the SEC, as
described below.

We are required by the Securities Exchange Act of 1934 to file periodic reports
and other information with the SEC. You may inspect or copy information
concerning the Company at the Public Reference Room of the SEC at:

Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549

You may also obtain copies of these materials at prescribed rates from the
Public Reference Room of the above office. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

16
<PAGE>

You may also find more information about the Company at http://www.aetna.com.

A copy of the Company's annual report on Form 10-K for the year ended December
31, 1998 accompanies this prospectus. We refer to Form 10-K for a description
of the Company and its business, including financial statements. We intend to
send contract holders annual account statements and other such legally required
reports. We do not anticipate such reports will include periodic financial
statements or information concerning the Company.

You can find this prospectus and other information the Company must file with
the SEC on the SEC's web site at http://www.sec.gov.

Incorporation of Certain Documents by Reference

We have incorporated by reference the Company's latest Annual Report on Form
10-K, as filed with the SEC and in accordance with the Securities and Exchange
Act of 1934. The Annual Report must accompany this prospectus. Form 10-K
contains additional information about the Company including certified financial
statements for the latest fiscal year. We were not required to file any other
reports pursuant to Sections 13(a) or 15(d) of the Securities and Exchange Act
since the end of the fiscal year covered by that Form 10-K.

The registration statement for this prospectus incorporates some documents by
reference. We will provide a free copy of any such documents upon the request
of anyone who has received this prospectus. We will not include exhibits to
those documents unless they are specifically incorporated by reference into the
document. Direct requests to:

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

800-GAA-FUND
800-422-3863

Inquiries
You may contact us directly by writing to us at the address shown above or by
calling (800)-GAA-FUND or (800)-422-3863.

17
<PAGE>

Appendix I
Examples of Market Value Adjustment Calculations
- --------------------------------------------------------------------------------
The following are examples of market value adjustment ("MVA") calculations
using several hypothetical deposit period yields and current yields. These
examples do not include the effect of any early withdrawal charge that may be
assessed under the contract upon withdrawal.

EXAMPLE I

Assumptions:

i, the deposit period yield, is 8%

j, the current yield, is 10%

x, the number of days remaining (computed from Wednesday of the week of
withdrawal) in the guaranteed term, is 927.

x
---
365
{(1+i)}
MVA = {-----}
{(1+j)}

927
---
365
{(1.08)}
= {------}
{(1.10)}

=.9545

In this example, the deposit period yield of 8% is less than the current yield
of 10%; therefore, the MVA is less than 1. The amount withdrawn from the
guaranteed term is multiplied by this MVA.

If a withdrawal or transfer request of a specific dollar amount is requested,
the amount withdrawn from a guaranteed term will be increased to compensate for
the negative MVA amount. For example, a withdrawal request to receive a check
for $2,000 would result in a $2,095.34 withdrawal from the guaranteed term.

Assumptions:

i, the deposit period yield, is 5%

j, the current yield, is 6%

x, the number of days remaining (computed from Wednesday of the week of
withdrawal) in the guaranteed term, is 927.

x
---
365
{(1+i)}
MVA = {-----}
{(1+j)}

927
---
365
= {(1.05}
{------}
{(1.06)}

=.9762

In this example, the deposit period yield of 5% is less than the current yield
of 6%; therefore, the MVA is less than 1. The amount withdrawn from the
guaranteed term is multiplied by this MVA.

18
<PAGE>

EXAMPLE II

Assumptions:

i, the deposit period yield, is 10%

j, the current yield, is 8%

x, the number of days remaining (computed from Wednesday of the week of
withdrawal) in the guaranteed term, is 927.

x
---
365
{(1+i)}
MVA = {-----}
{(1+j)}

927
---
365
= {(1.08)}
{------}
{(1.10)}

=1.0477

In this example, the deposit period yield of 10% is greater than the current
yield of 8%; therefore, the MVA is greater than 1. The amount withdrawn from
the guaranteed term is multiplied by this MVA.

If a withdrawal or transfer request of a specific dollar amount is requested,
the amount withdrawn from a guaranteed term will be decreased to reflect the
positive MVA amount. For example, a withdrawal request to receive a check for
$2,000 would result in a $1,908.94 withdrawal from the guaranteed term.

Assumptions:

i, the deposit period yield, is 5%

j, the current yield, is 4%

x, the number of days remaining (computed from Wednesday of the week of
withdrawal) in the guaranteed term, is 927.

x
---
365
{(1+i)}
MVA = {-----}
{(1+j)}

927
---
365
= {(1.05)}
{------}
{(1.04)}

=1.0246

In this example, the deposit period yield of 5% is greater than the current
yield of 4%; therefore, the MVA is greater than 1. The amount withdrawn from
the guaranteed term is multiplied by this MVA.

19
<PAGE>

Appendix II
Examples of Market Value Adjustment Yields
- --------------------------------------------------------------------------------

The following hypothetical examples show the market value adjustment based on a
given current yield at various times remaining in the guaranteed term. Table A
illustrates figures based on a deposit period yield of 10%; Table B illustrates
figures based on a deposit period yield of 5%. The market value adjustment will
have either a positive or negative influence on the amount withdrawn from or
remaining in a guaranteed term. Also, the amount of the market value adjustment
generally decreases as the end of the guaranteed term approaches.

TABLE A: Deposit Period Yield of 10%

<TABLE>
<CAPTION>
Change in
Deposit
Current Period Time Remaining to
Yield Yield Maturity of Guaranteed Term
- --------- ---------- ----------------------------------------------------------------------------
8 Years 6 Years 4 Years 2 Years 1 Year 3 Months
----------- ----------- ----------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
15% +5% -29.9% -23.4% -16.3% -8.5% -4.3% -1.1%
13% +3% -19.4 -14.9 -10.2 -5.2 -2.7 -0.7
12% +2% -13.4 -10.2 -7.0 -3.5 -1.8 -0.4
11% +1% -7.0 -5.3 -3.6 -1.8 -0.9 -0.2
9% -1% 7.6 5.6 3.7 1.8 0.9 0.2
8% -2% 15.8 11.6 7.6 3.7 1.9 0.5
7% -3% 24.8 18.0 11.7 5.7 2.8 0.7
5% -5% 45.1 32.2 20.5 9.8 4.8 1.2
</TABLE>

TABLE B: Deposit Period Yield of 5%

<TABLE>
<CAPTION>
Change in
Deposit
Current Period Time Remaining to
Yield Yield Maturity of Guaranteed Term
- --------- ---------- ----------------------------------------------------------------------------
8 Years 6 Years 4 Years 2 Years 1 Year 3 Months
----------- ----------- ----------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
9% +4% -25.9% -20.1% -13.9% -7.2% -3.7% -0.9%
8% +3% -20.2 -15.6 -10.7 -5.5 -2.8 -0.7
7% +2% -14.0 -10.7 -7.3 -3.7 -1.9 -0.5
6% +1% -7.3 -5.5 -3.7 -1.9 -0.9 -0.2
4% -1% 8.0 5.9 3.9 1.9 1.0 0.2
3% -2% 16.6 12.2 8.0 3.9 1.9 0.5
2% -3% 26.1 19.0 12.3 6.0 2.9 0.7
1% -4% 36.4 26.2 16.8 8.1 4.0 1.0
</TABLE>

<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

Not Applicable

Item 15. Indemnification of Directors and Officers

Section 21 of Public Act No. 97-246 of the Connecticut General Assembly (the
"Act") provides that a corporation may provide indemnification of or advance
expenses to a director, officer, employee or agent only as permitted by Sections
33-770 to 33-778, inclusive, of the Connecticut General Statutes, as amended by
Sections 12 to 20, inclusive, of this Act. Reference is hereby made to Section
33-771(e) of the Connecticut General Statutes ("CGS") regarding indemnification
of directors and Section 33-776(d) of CGS regarding indemnification of officers,
employees and agents of Connecticut corporations. These statutes provide in
general that Connecticut corporations incorporated prior to January 1, 1997
shall, except to the extent that their certificate of incorporation expressly
provides otherwise, indemnify their directors, officers, employees and agents
against "liability" (defined as the obligation to pay a judgment, settlement,
penalty, fine, including an excise tax assessed with respect to an employee
benefit plan, or reasonable expenses incurred with respect to a proceeding) when
(1) a determination is made pursuant to Section 33-775 that the party seeking
indemnification has met the standard of conduct set forth in Section 33-771 or
(2) a court has determined that indemnification is appropriate pursuant to
Section 33-774. Under Section 33-775, the determination of and the authorization
for indemnification are made (a) by the disinterested directors, as defined in
Section 33-770(3); (b) by special counsel; (c) by the shareholders; or (d) in
the case of indemnification of an officer, agent or employee of the corporation,
by the general counsel of the corporation or such other officer(s) as the board
of directors may specify. Also, Section 33-772 provides that a corporation shall
indemnify an individual who was wholly successful on the merits or otherwise
against reasonable expenses incurred by him in connection with a proceeding to
which he was a party because he was a director of the corporation. In the case
of a proceeding by or in the right of the corporation or with respect to conduct
for which the director, officer, agent or employee was adjudged liable on the
basis that he received a financial benefit to which he was not entitled,
indemnification is limited to reasonable expenses incurred in connection with
the proceeding against the corporation to which the individual was named a
party.

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

<PAGE>

Item 16. Exhibits

Exhibits:
(4) Instruments Defining the Rights of Security Holders(1)
(a) Variable Annuity Contract (G-CDA-HF)(2)
(b) Variable Annuity Contract Certificate (GTCC-HF)(3)
(c) Variable Annuity Contract (GIT-CDA-HO)(4)
(d) Variable Annuity Contract (G-CDA-IA(RP))(5)
(e) Variable Annuity Contract Certificate (GTCC-IA(RP))(6)
(f) Form of Variable Annuity Contract (G-CDA(99))
(g) Form of Variable Annuity Contract Certificate
(CDACERT (99))
(h) Variable Annuity Contract (GLIT-CDA-HO)(4)
(i) Variable Annuity Contract (GST-CDA-HO)(4)
(j) Variable Annuity Contract (IP-CDA-IB)(7)
(k) Variable Annuity Contract (I-CDA-IA(RP))(5)
(l) Variable Annuity Contract (I-CDA-HD)(4)
(m) Variable Annuity Contract (GIH-CDA-HB)(3)
(n) Variable Annuity Contract (IMT-CDA-HO)(3)
(o) Variable Annuity Contract (G-401-IB(X/M))(8)
(p) Variable Annuity Contract (G-CDA-IB(XC/SM))(8)
(q) Variable Annuity Contracts (G-CDA-IB(ATORP)) and
(G-CDA-IB(AORP))(9)
(r) Variable Annuity Contract (G-CDA-96(TORP))(10)
(s) Group Combination Annuity Contract (Nonparticipating)
(A001RP95)(11)
(t) Group Combination Annuity Contract (Nonparticipating)
(A007RC95)(11)
(u) Group Combination Annuity Certificate (Nonparticipating)
(A020RV95)(11)
(v) Group Combination Annuity Certificate (Nonparticipating)
(A027RV95)(11)
(w) Variable Annuity Contract (GID-CDA-HO)(12)
(x) Variable Annuity Contract (GSD-CDA-HO)(12)
(y) Variable Annuity Contract (IST-CDA-HO)(13)
(z) Variable Annuity Contract (I-CDA-HD(XC))(13)
(aa) Variable Annuity Contract (HR1O-DUA-GIA)(14)
(bb) Variable Annuity Contract (GA-UPA-GO)(14)
(cc) Variable Annuity Contracts (G-TDA-HH(XC/M)) and
(G-TDA-HH(XC/S))(15)
(dd) Variable Annuity Certificate (GTCC-HH(XC/M))(16)
(ee) Variable Annuity Certificate (GTCC-HH(XC/S))(16)
(ff) Variable Annuity Contract (IA-CDA-IA)(2)
(gg) Variable Annuity Contract (GLID-CDA-HO)(12)
(hh) Variable Annuity Contract (G-CDA-HD)(17)
(ii) Variable Annuity Contract Certificate (GTCC-HD)(6)
(jj) Variable Annuity Contract (G-CDA-IA(RPM/XC))(4)

<PAGE>

(kk) Variable Annuity Contracts and Certificate
(G-CDA-95(ORP)), (G-CDA-95(TORP)) and (GTCC-95 (ORP))(9)
(ll) Variable Annuity Contracts and Certificate (G-CDA-ORP),
(CDA-IB(TORP)) and (GTCC-95(TORP))(9)
(mm) Variable Annuity Contract (IRA-CDA-IC)(5)
(nn) Variable Annuity Contract (GIP-CDA-HB)(18)
(oo) Variable Annuity Contract (I-CDA-98(ORP))(16)
(5) Opinion re Legality*
(10) Material contracts are listed under Exhibit 10 in the
Company's Form 10-K for the fiscal year ended December 31,
1998 (File No. 33-23376), as filed electronically with the
Commission on _________, 1999 (Accession No. _______________).
Each of the Exhibits so listed is incorporated by reference as
indicated in the Form 10-K*
(23) (a) Consent of Independent Auditors*
(b) Consent of Legal Counsel (Included in Exhibit (5) above)*
(24) (a) Powers of Attorney(19)
(b) Certificate of Resolution Authorizing Signature by Power
of Attorney(4)
(27) Financial Data Schedule*

Exhibits other than those listed above are omitted because they are not required
or are not applicable.

*To be filed by amendment
1. Incorporated by reference to Post-Effective Amendment No. 1 to
Registration Statement on Form S-1 (File No. 33-60477), as filed
electronically on April 15, 1996 (Accession No. 0000950146-96-000534).
2. Incorporated by reference to Post-Effective Amendment No. 14 to
Registration Statement on Form N-4 (File No. 33-75964), as filed
electronically on July 29, 1997 (Accession No. 0000950146-97-001101).
3. Incorporated by reference to Post-Effective Amendment No. 6 to
Registration Statement on Form N-4 (File No. 33-75980), as filed
electronically on February 12, 1997 (Accession No. 0000950146-97-000171).
4. Incorporated by reference to Post-Effective Amendment No. 12 to the
Registration Statement or Form N-4 (File No. 33-75964), as filed
electronically on February 11, 1997 (Accession No. 0000950146-97-000159).
5. Incorporated by reference to Post-Effective Amendment No. 5 to the
Registration Statement or Form N-4 (File No. 33-75986), as filed
electronically on April 12, 1996 (Accession No. 0000912057-96-006383).
6. Incorporated by reference to Post-Effective Amendment No. 12 to
Registration Statement on Form N-4 (File No. 333-01107), as filed
electronically on February 4, 1999 (Accession No. 0000950146-99-000124).
7. Incorporated by reference to Post-Effective Amendment No. 4 to
Registration Statement on Form N-4 (File No. 33-75988), as filed
electronically on April 15, 1996 (Accession No. 0000912057-96-006419).

<PAGE>

8. Incorporated by reference to Post-Effective Amendment No. 3 to
Registration Statement on Form N-4 (File No. 33-81216), as filed
electronically on April 7, 1996 (Accession No. 0000912057-96-006581).
9. Incorporated by reference to Post-Effective Amendment No. 3 to
Registration Statement on Form N-4 (File No. 33-91846), as filed
electronically on April 15, 1996 (Accession No. 0000912057-96-006418).
10. Incorporated by reference to Post-Effective Amendment No. 6 to
Registration Statement on Form N-4 (File No. 33-91846), as filed
electronically on August 6, 1996 (Accession No. 0000912057-96-016381).
11. Incorporated by reference to Registration Statement on Form N-4 (File No.
333-01107), as filed electronically on February 21, 1996 (Accession No.
0000906287-96-000020).
12. Incorporated by reference to Post-Effective Amendment No. 12 to
Registration Statement on Form N-4 (File No. 33-75982), as filed
electronically on February 20, 1997 (Accession No. 0000950146-97-000217).
13. Incorporated by reference to Post-Effective Amendment No. 7 to
Registration Statement on Form N-4 (File No. 33-75992), as filed
electronically on February 13, 1997 (Accession No. 0000950146-97-000181).
14. Incorporated by reference to Post-Effective Amendment No. 6 to
Registration Statement on Form N-4 (File No. 33-75974), as filed
electronically on February 28, 1997 (Accession No. 0000950146-97-000277).
15. Incorporated by reference to Post-Effective Amendment No. 6 to
Registration Statement on Form N-4 (File No. 33-75962), as filed
electronically on April 17, 1996 (Accession No. 0000912057-96-006579).
16. Incorporated by reference to Post-Effective Amendment No. 14 to
Registration Statement on Form N-4 (File No. 33-75962), as filed
electronically on April 17, 1998 (Accession No. 0000950146-98-000657).
17. Incorporated by reference to Post-Effective Amendment No. 6 to
Registration Statement on Form N-4 (File No. 33-75982), as filed
electronically on April 22, 1996 (Accession No. 0000912057-96-006790).
18. Incorporated by reference to Post-Effective Amendment No. 8 to
Registration Statement on Form N-4 (File No. 33-75980), as filed
electronically on August 19, 1997 (Accession No. 0000950146-97-001310).
19. Incorporated by reference to Post-Effective Amendment No. 5 to
Registration Statement on Form N-4 (File No. 333-56297), as filed
electronically on February 25, 1999, 1998 (Accession No.
0000950146-99-000336).

<PAGE>

Item 17. Undertakings

The undersigned registrant hereby undertakes as follows, pursuant to Item
512 of Regulation S-K:

(a) Rule 415 offerings:

(1) To file, during any period in which offers or sales of the
registered securities are being made, a post-effective amendment
to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material changes to such
information in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(h) Request for Acceleration of Effective Date:

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

<PAGE>

Item 18. Financial Statements and Schedules

Not Applicable

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this Post-Effective
Amendment No. 4 to the Registration Statement on Form S-2 (File No. 33-60477) to
be signed on its behalf by the undersigned, thereunto duly authorized in the
City of Hartford, State of Connecticut, on this 4th day of March, 1999.

AETNA LIFE INSURANCE AND ANNUITY COMPANY
(REGISTRANT)

By: Thomas J. McInerney*
-------------------------------------------
Thomas J. McInerney
President

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 4 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>

Thomas J. McInerney* Director and President )
- ----------------------------------- (principal executive officer) )
Thomas J. McInerney )
)
)
Catherine H. Smith* Director and Chief Financial Officer ) March
- ----------------------------------- )
Catherine H. Smith ) 4, 1999
)
)
Shaun P. Mathews* Director )
- ----------------------------------- )
Shaun P. Mathews )
)
)
Deborah Koltenuk* Vice President, Treasurer and Corporate Controller )
- ------------------------------------- )
Deborah Koltenuk )

By: /s/ Julie E. Rockmore
---------------------------------------------------
Julie E. Rockmore
*Attorney-in-Fact
</TABLE>
<PAGE>
Exhibit Index

<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ----------- -------
<S> <C> <C>
16(4)(f) Form of Variable Annuity Contract (G-CDA(99))
----------
16(4)(g) Form of Variable Annuity Contract Certificate (CDACERT (99))
----------
16(5) Opinion re Legality *

16(10) Material Contracts *

16(23)(a) Consent of Independent Auditors *

16(23)(b) Consent of Legal Counsel (Included in Item 16(a)(5) above) *

16(27) Financial Data Schedule *
</TABLE>

*To be filed by amendment

[Aetna Logo] -----------------------------------------------------------------
Aetna Life Insurance and Annuity Company
151 Farmington Avenue
Hartford, Connecticut 06150
800-525-4225

If you have questions about the Contract, call the toll-free
number shown.

Group Combination Deferred Annuity Contract (Nonparticipating)

Aetna Life Insurance and Annuity Company (ALIAC), a stock company, will pay
benefits according to the terms and conditions set forth in this Contract. This
Contract is delivered in [YOUR STATE] and is subject to the laws of that
jurisdiction.

Please read this Contract carefully. It states ALIAC's contractual rights and
obligations as well as the rights and obligations of the Contract Holder and
Participants.

Specifications
- -------------------------------------------------------------------------------
Plan
SPECIMEN

- -------------------------------------------------------------------------------
Type of Plan
SPECIMEN

- -------------------------------------------------------------------------------
Contract Holder
SPECIMEN

- -------------------------------------------------------------------------------
Contract No.
SPECIMEN

- -------------------------------------------------------------------------------
Contract Effective Date
SPECIMEN

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

The Contract Holder may cancel this Contract within 10 days of receiving it by
returning it to ALIAC at the address shown above, or to the agent from whom it
was purchased. Within seven days of receiving the cancellation request at its
Home Office, ALIAC will return any Contributions received, plus any increase, or
minus any decrease in value, on the amount, if any, allocated to the Separate
Account.

Signed at the Home Office on the Effective Date.

[signature of Kirk P. Wickman]
/s/ Thomas J. McInerney
/s/ Kirk P. Wickman
President Secretary

All payments and values provided by the group Contract, when based on the
investment experience of a Separate Account, are variable and the fixed dollar
amount is not guaranteed. Amounts allocated to the Guaranteed Accumulation
Account, if withdrawn before a guaranteed term maturity date, may be subject to
a market value adjustment. The market value adjustment may result in an
increase, or a decrease, in the Individual Account value.
G-CDA(99)
<PAGE>

Table of Contents
<TABLE>
<CAPTION>
Page
Contract Schedule I. Accumulation Phase

Contract Schedule II. Annuity Phase

Definitions

Section 1. General Contract Provisions

<S> <C> <C>
1.01 Entire Contract .................................................
1.02 Nonparticipating Contract
1.03 Control of Contract .............................................
1.04 Certificate ....................................................
1.05 Incontestability ................................................
1.06 Grace Period ....................................................
1.07 Change of Contract ..............................................
1.08 Payments ........................................................
1.09 Deferral of Payment .............................................
1.10 Proof of Age ....................................................
1.11 Evidence of Survival ............................................
1.12 Misstatements and Adjustments ...................................
1.13 Reports .........................................................
1.14 State Laws.......................................................
1.15 Claims of Creditors .............................................
1.16 Maintenance Fee .................................................
1.17 Charges for Additional Services .................................
1.18 Charges Subject to Change.......................................

Part I. Accumulation Phase

Section 2. Contributions and Individual Account Value

2.01 Contributions ...................................................
2.02 Premium Tax .....................................................
2.03 Individual Account ..............................................
2.04 Experience Credit................................................
2.05 Individual Account Value ........................................

Section 3. Separate Account

3.01 General .........................................................
3.02 Funds Available .................................................
3.03 Change or Substitution of Funds .................................
3.04 Accumulation Units
3.05 Accumulation Unit Value
3.06 Net Investment Factor
3.07 Charges to the Separate Account .................................
3.08 Separate Account Transfers.......................................
3.09 Withdrawals from the Separate Account............................

Section 4. Aetna GET Fund

4.01 GET Fund Guarantee Period .......................................
4.02 GET Fund Offering Period ........................................
4.03 GET Fund Guarantee ..............................................
4.04 GET Fund Maturity Date ..........................................
4.05 Transfers or Withdrawals from the GET Fund ......................
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Section 5. Fixed Account

<S> <C> <C>
5.01 Fixed Account Minimum Guaranteed Interest Rate ..................
5.02 Transfers from the Fixed Account
5.03 Withdrawals from the Fixed Account

Section 6. Fixed Plus Account

6.01 Fixed Plus Account Minimum Guaranteed Interest Rate .............
6.02 Transfers from the Fixed Plus Account
6.03 Partial Withdrawals from the Fixed Plus Account .................
6.04 Full Withdrawal of the Total Amount in the Fixed Plus Account ...
6.05 Waiver of Fixed Plus Account Full Withdrawal Provision ..........

Section 7. Guaranteed Accumulation Account (GAA)

7.01 Nonunitized Separate Account ....................................
7.02 GAA Minimum Guaranteed Interest Rate ............................
7.03 Deposit Period ..................................................
7.04 Guaranteed Term .................................................
7.05 Guaranteed Term Groups ..........................................
7.06 Maturity Date, Maturity Value and Reinvestment ..................
7.07 Transfers and Withdrawals from the GAA ..........................
7.08 Application of the Market Value Adjustment ......................
7.09 Market Value Adjustment (MVA) ...................................

Section 8. Transfers, Withdrawals and Distributions

8.01 Transfers .......................................................
8.02 Withdrawals .....................................................
8.03 Withdrawal Restrictions Under the Code ..........................
8.04 Withdrawal Charge ...............................................
8.05 Waiver of Withdrawal Charge .....................................
8.06 Reinstatement ...................................................
8.07 Required Distributions ..........................................
8.08 Systematic Distribution Options (SDOs) ..........................
8.09 Individual Account Termination ..................................

Section 9. Loans

9.01 Loan Availability ...............................................

Section 10. Death Benefit During the Accumulation Phase

10.01 Death Benefit .................................................
10.02 Contract Beneficiary ..........................................
10.03 Distribution of Death Benefit

Part II. Annuity Phase

Section 11. General Provisions

11.01 Election ......................................................
11.02 Change of Annuity Provisions ..................................
11.03 Annuity Options ...............................................
11.04 Mortality Table ...............................................
11.05 Minimum Payment Amount ........................................
11.06 Investment Options ............................................
11.07 Fixed Annuity Minimum Guaranteed Interest Rate ................
11.08 Fixed Annuity Payment Amount ..................................
11.09 Variable Annuity Funds ........................................
11.10 Variable Annuity Transfers ....................................
11.11 Variable Annuity Payment Amount ...............................
11.12 Death Benefit During the Annuity Phase ........................
</TABLE>
<PAGE>

Annuity Tables
<PAGE>

Contract Schedule I. Accumulation Phase

Control of Contract (see 1.03) [The Contract Holder controls this Contract.

By notifying us in writing, the Contract Holder may allow Participants to choose
Investment Options for an Individual Account. The Contract Holder may, however,
retain the right to choose Investment Options for employer contributions. Unless
otherwise provided by the Plan, we will make payments only at the written
direction of the Contract Holder and Participant. Unless otherwise specified by
the Plan, we will make an inservice transfer under Internal Revenue Service
Revenue Ruling 90-24 only at the written direction of the Contract Holder and
Participant and will make checks payable to the acquiring investment
provider(s).

The Contract and Individual Accounts are nontransferable and nonassignable
except to us in the event of a loan (if allowed under the Contract) or in the
event of a qualified domestic relations order as allowed under the Retirement
Equity Act of 1984.

Participants have a nonforfeitable right to the value of employer Contributions
made to their Individual Accounts subject to any Plan vesting limits as
determined by the Contract Holder. Participants have a nonforfeitable right to
the value of employee Contributions made to their Individual Accounts as
provided by Code Section 403(b) and subject to the terms of the Plan.

The Contract Holder must notify us in writing if the Plan is, or becomes,
subject to the Employee Retirement Income Security Act of 1974 (ERISA) and/or
related law or regulations including the Retirement Equity Act of 1984 (REA). We
will rely on the Contract Holder's determination and representation of the
applicability of such laws. If the Plan is subject to ERISA, before we will make
a distribution from an Individual Account, the Contract Holder must certify in
writing that all applicable REA requirements have been met and that the
distribution complies with the Plan.]

Maximum Maintenance Fee (see 1.16)
The maintenance fee for each Individual Account will never be more than [$30]

Contribution Limits (see 2.01)
[Each year, Contributions to the Contract are limited to the lesser of:

(a) The maximum exclusion allowance (MEA) limit under Code Section 403(b);
or

(b) The amount set forth in Code Section 415, generally, 25% of
compensation up to $30,000.

In addition, salary reduction contributions as defined in Code Section 402(g)
may not exceed $10,000, or such larger amount as adjusted by the Secretary of
the Treasury unless the alternative limitation under Code Section 402(g)(8)
applies.]

Maximum Daily Charges to the Separate Account (see 3.07) Charges to the Separate
Account will never be more than the following:

Mortality and Expense Risks Charge: [1.25%] (annual basis)
Administrative Charge: [0.25%] (annual basis)
<PAGE>

Aetna GET Fund Availability (see Section 4)
[The GET Fund is available.]

Fixed Interest Options Available (see Section 5, Section 6, and Section 7)
[Fixed Account
Fixed Account is available for transferred amounts only (no ongoing
Contributions).
Fixed Plus Account
Guaranteed Accumulation Account]

Fixed Account Minimum Guaranteed Interest Rate (see 5.01)
The interest rate will never be less than [3%] (effective annual yield)

Fixed Account Annual Transfer Limit (see 5.02)
[10%]

Fixed Plus Account Minimum Guaranteed Interest Rate (see 6.01)
The interest rate will never be less than [3%] (effective annual yield)

Fixed Plus Account Transfer and Partial Withdrawal Limit (see 6.02 and 6.03)
[20%]

Full Withdrawal from the Fixed Plus Account (see 6.04)
When a full withdrawal from the Fixed Plus Account is requested, the Individual
Account value in the Fixed Plus Account may be withdrawn as follows:

[(a) Twenty percent of the Individual Account value in the Fixed Plus Account as
of the January 1 preceding the withdrawal request. The 20% is reduced by
the amount, if any, transferred, withdrawn, taken as a loan (if allowed
under the Contract) or used to purchase Annuity payments during the prior
12 months; then,

(b) Twenty-five percent of the remaining Individual Account value 12 months
later;

(d) One-half of the remaining Individual Account value 12 months later; and
then,

(e) The balance of the Individual Account value in the Fixed Plus Account 12
months later.]

Waiver of Fixed Plus Account Full Withdrawal Provision (see 6.05)
[When a full withdrawal is requested, payment from the Fixed Plus Account is not
limited as described in 6.04 when the withdrawal is made:

[(a) To a Participant who has attained age 59 1/2 and, if applicable, has
completed nine Contribution periods;

(b) When a Participant is separated from service, and when:

(1) Separation from service is certified by the employer;

(2) The amount is paid directly to the Participant; and

(3) When the amount paid for all withdrawals due to separation from service
during the previous 12-month period does not exceed 20% of the average
value of all Individual Accounts under the Contract during that period.

(1) The financial hardship or unforeseeable emergency is certified by the
employer;

(2) The amount is paid directly to the Participant; and

(3) When the amount paid for all withdrawals due to financial hardship or
unforeseeable
<PAGE>

emergency during the previous 12-month period does not exceed 20%
of the average value of all Individual Accounts under the Contract
during that period.

(d) When the amount in the Fixed Plus Account is [$2,000] or less and during
the previous [12] months no amounts have been withdrawn, transferred, taken
as a loan (if allowed under the Contract), or used to purchase Annuity
payments;

(e) Due to a Participant's death before Annuity payments begin and paid with
six months of the Participant's death;

(f) As provided in Section 8.09; or

(g) To purchase Annuity payments on a life-contingent basis or payments for a
stated period on a fixed-only basis.]

Guaranteed Accumulation Account Minimum Guaranteed Interest Rate (see 7.02) The
interest rate will never be less than [3%] (effective annual yield)

Withdrawal Restrictions Under the Code (see 8.03)

[Withdrawals are limited to the "restricted amount" which is the sum of:

(1) Contributions attributable to a Participant's salary reduction
contributions made on and after January 1, 1989; plus

(2) The net increase, if any, in the Individual Account value after
December 31, 1988 attributable to investment gains and losses and
credited interest.

Generally, withdrawals of the "restricted amount" are permitted only when a
Participant has:

(a) Separated from service when certified by the employer;

(b) Attained age 59 1/2;

(d) Become disabled, as defined by the Code;

(e) Experienced financial hardship, as defined by the Code and as the
amount is limited by the Code(in this situation the amount
available is; or

(f) Met other circumstances as otherwise allowed by federal law,
regulations or rulings.

No limitations apply to salary reduction Contributions made and earnings
credited to such Contributions made on or before December 31, 1988.

In addition, any portion of an Individual Account representing amounts
transferred from a Code Section 403(b)(7) custodial account will be subject to
the restrictions set forth in the Code.]
<PAGE>

Withdrawal Charge (see 8.04)

For each withdrawal from an Individual Account, we may deduct a withdrawal
charge. This charge is a percentage of the amount withdrawn. The withdrawal
charge is as follows.

<TABLE>
<CAPTION>
[Number of Years Since Individual Account
Established] Withdrawal Charge
<S> <C>
[Fewer than 5 5%
5 or more, but fewer than 7 4%
7 or more, but fewer than 9 3%
9 or more, but fewer than 10 2%
10 or more 0%]
</TABLE>

The withdrawal charge will never exceed [8 1/2%] of total Contributions, or the
maximum permitted by National Association of Securities Dealers, Inc. (NASD)
rules.

Waiver of Withdrawal Charge (see 8.05)
The withdrawal charge does not apply when the withdrawal is:

[(a) Used to purchase Annuity Payments;

(b) Used to purchase a single premium immediate annuity or individual
retirement annuity issued by ALIAC or one of its affiliates, provided that
the right to cancel under the new Contract is not exercised. We will treat
exercise of the right to cancel as a reinstatement and any subsequent
withdrawal may then be subject to the withdrawal charge applicable on the
date of the withdrawal;

(d) In an amount equal to [10%] of the Individual Account value when the
withdrawal is the first partial withdrawal in a calendar year and is made
to a Participant who is at least age 59 1/2 and not older than age 70 1/2
(not available when a systematic distribution option is in effect);

(e) When we terminate an Individual Account as provided in 8.09;

(f) When the Individual Account value is [$3,500] or less and during the
previous 12 months no amounts have been withdrawn, transferred, taken as a
loan (if allowed under the Contract), or used to purchase Annuity payments;

(g) Made by a Participant who has attained age 59 1/2 and, if applicable, has
completed nine Contribution periods;

(h) Made to a Participant who is separated from service when certified by the
employer;

(i) Due to financial hardship, or hardship due to an unforeseeable
emergency, as defined in the Code; or

(j) Due to a Participant's death before Annuity payments begin.]

Required Distributions (see 8.07)

[Generally, for Contributions made and earnings credited after December 31,
1986, distribution must begin by April 1 of the calendar year following the
later of (1) the calendar year in which a Participant attains age 70 1/2, or (2)
retires. For Individual Account values as of December 31, 1986, distribution
must begin by the last day of the year in which a Participant attains age 75 or
retires, whichever is later.

Distribution of benefits to a Participant who is a five percent owner must begin
by the April 1
<PAGE>

following the calendar year in which the Participant attains age 70 1/2.

If the Contract Holder is a governmental entity or church, distribution of
Contributions and earnings credited to such Contributions must be made or begin
to be made no later than April 1 of the calendar year in which the Participant
attains age 70 1/2 or retires, whichever is later.

In addition, any portion of an Individual Account representing amounts
transferred from a Code Section 403(b)(7) custodial account will be subject to
the restrictions set forth in the Code.

The entire Individual Account value must be distributed, or begin to be
distributed, over the life or life expectancy of a Participant or a Participant
and a Beneficiary.]

Contract Beneficiary (see 10.02)

[The Contract Holder is the Contract beneficiary. A Participant may designate a
beneficiary under the Plan (the Plan beneficiary.]
<PAGE>

Contract Schedule II. Annuity Phase

Guaranteed Payment Period (see 11.03)

The period for which we will guarantee Annuity payments must be at [least five
years and no more than 30 years].

Mortality Table (see 11.04)

[Society of Actuaries' 1983 Table a]

Maximum Number of Funds (see 11.07)
The maximum number of Funds is [five].

Fixed Annuity Minimum Guaranteed Interest Rate (see 11.08)

[3%] (annual basis)

Number of Annual Transfers Among Funds (see 11.11)

Each calendar year, we allow [five] transfers among funds.

Maximum Daily Charges to the Separate Account (see 11.12)

Charges to the Separate Account will never be more than the following:

Mortality and Expense Risks Charge: [1.25%] (annual basis)

Administrative Charge: [0.25%] (annual basis)
<PAGE>

Definitions
- --------------------------------------------------------------------------------

Accumulation Phase

The time between an Individual Account Effective Date and the date on which the
entire Individual Account value is used to purchase Annuity payments, or
otherwise distributed.

Aetna GET Fund (GET Fund)

The Aetna GET Fund is an Investment Option which may be available during the
Accumulation Phase. The GET Fund operates as a series offering. Each series is a
separate Fund.

Aetna Life Insurance and Annuity Company (ALIAC)

Aetna Life Insurance and Annuity Company, ("we," and "our," and "us" refer to
ALIAC).

Annuitant

The person whose life expectancy determines the amount and/or duration of the
payments under a life-contingent Annuity option.

Annuity

Payment of an income:

(a) For a stated period;
(b) For the life of one or two people; or
(c) Some combination of (a) and (b).

A fixed Annuity is one in which the payment amount does not vary. A variable
Annuity is one in which the payment amount may vary based on the net investment
results of the Funds.

Annuity Phase

The time during which we make Annuity payments.

Business Day

Each day our Home Office is open for business.

Code

The Internal Revenue Code of 1986, as it is amended from time to time.

Contract

This agreement between ALIAC and the Contract Holder.

Contract Holder

The entity or person named on the specifications page, to which the Contract is
issued.

Contribution

The payment, less any applicable premium tax, made to us during the Accumulation
Phase.

Effective Date

The date, shown on the specifications page, on which we issue the Contract or
establish an Individual Account.

Fixed Account

A Fixed Interest Option. The Fixed Account is an obligation of our General
Account.

Fixed Interest Options

Investment options, including the Fixed Account, the Fixed Plus Account and the
Guaranteed Accumulation Account that credit interest. The Fixed Interest Options
available during the Accumulation Phase are shown on Contract Schedule I under
Fixed Interest Options Available.
<PAGE>

Fixed Plus Account

A Fixed Interest Option. Limitations apply to withdrawals from the Fixed Plus
Account. The Fixed Plus Account is an obligation of our General Account.

Fund

One of the variable Investment Options available under this Contract. The Funds
are open-end, registered investment management companies (mutual funds) in which
the Separate Account invests.

General Account

The account that holds our assets other than those held in the Separate Account
or Nonunitized Separate Account.

Guaranteed Accumulation Account (GAA)

A Fixed Interest Option that may be available during the Accumulation Phase.
Under this option, we guarantee specified rates of interest for specified
periods of time. We hold amounts allocated to the Guaranteed Accumulation
Account in the Nonunitized Separate Account.

Good Order

Instructions that are complete and clear enough to allow us to act without
exercising discretion.

Home Office

Our main office located at 151 Farmington Avenue, Hartford, Connecticut.

Individual Account

An account, or accounts (including, if applicable, employer and employee
accounts) established for each Participant to maintain a record of transactions
and the value of Contributions as invested.

Investment Options

The Funds and Fixed Interest Options available under this Contract.

Maturity Date

The last day of a GAA guaranteed term. The last day of the guarantee period of
an Aetna GET Fund series.

Nonunitized Separate Account

A separate account that holds assets allocated to the Guaranteed Accumulation
Account.

Participant

A person who is covered under the retirement Plan or program for which this
Contract is issued and who has an interest in this Contract.

Plan

The retirement plan or program for which this Contract is issued.

Premium Tax

Any tax assessed by any governmental entity on Contributions or amounts used to
purchase Annuity payments.

Separate Account

An account that, through its subaccounts, buys and holds shares of the Funds.

Valuation Date

The date and time at which accumulation unit values and annuity unit values are
calculated. Currently, this calculation is made after the close of business of
the New York Stock Exchange on any the New York Stock Exchange is open.
<PAGE>

Section 1. General Contract Provisions
- -------------------------------------------------------------------------------

1.01 Entire Contract

The entire Contract consists of this document and any endorsements
incorporated.

The Plan, if applicable, is not part of the Contract and ALIAC is not
bound by its terms.

1.02 Nonparticipating Contract

This Contract is nonparticipating. The Contract Holder, a Participant
or a Contract beneficiary have no right to share in our earnings.

1.03 Control of Contract

This Contract is issued to fund a plan or program which provides
retirement income. Control of the Contract is as shown on Contract
Schedule I under Control of Contract.

1.04 Certificate

Any certificate provided to a Participant summarizes Contract
provisions; it is for information only and is not part of the
Contract. We will provide certificates as required by state in the
state where the Contract is delivered.

1.05 Incontestability

We will not cancel this Contract because of any error of fact.

1.06 Grace Period

Except as provided in 8.09, this Contract and all Individual Accounts
will remain in effect even if Contributions are not continued.

1.07 Change of Contract

Only an ALIAC officer at the level of Vice President or higher, or an
officer with written authorization from a Vice President or higher
officer, may change the terms of this Contract. No other ALIAC
employee, agent or representative can change this Contract.

Except as noted below, this contract may be changed at any time by
written mutual agreement between the Contract Holder and ALIAC. For
changes we initiate requiring Contract Holder consent, we notify the
Contract Holder 60 days in advance of the change and consider that the
Contract Holder has agreed to the change unless we receive written
notice that the Contract Holder does not agree to the change at least
30 days before the effective date of the change.

If we propose a change requiring Contract Holder consent and the
Contract Holder does not agree to the change, we have the right to not
establish new Individual Accounts and to stop accepting Contributions
to existing Individual Accounts.

We will not change the guaranteed minimum interest rate for the Fixed
Account and Fixed Plus Account.

We have the right to change the following without Contract Holder
consent:

(a) Net Investment Factor (see 3.06)

We may change the Net Investment Factor by notifying the
Contract Holder in writing at least 30 days before the change
becomes effective. If we do this, the change will apply only to
Individual Accounts established, and Contributions received,
after the effective date of the change

(b) Guaranteed Accumulation Account A Market Value Adjustment (see
7.10)
<PAGE>

We may change the GAA Market Value Adjustment (see 7.10) by
notifying the Contract Holder in writing at least 90 days
before the change becomes effective. If we do this, the change
will apply only to guaranteed terms offered in deposit periods
after the effective date of the change.

We may change the systematic distribution options by notifying
the Contract Holder in writing at least 30 days before the
change becomes effective. If we do this, the change will not
apply to Participants or beneficiaries receiving payments under
the option before the effective date of the change.

(d) Annuity Options (see 11.02)

We may change Annuity Options by notifying the Contract Holder
in writing at least 30 days before the effective date of the
change. If we do this, the change will not take effect until at
least 12 months after the Effective Date of the Contract, or
until at least 12 months after any previous change. Any change
will not apply to Participants or beneficiaries receiving
Annuity payments before the effective date of the change.

(e) Mortality Table (see 11.04)

We may change the mortality table by notifying the Contract
Holder in writing at least 30 days before the effective date of
the change. If we do this, the new table will not apply to
Individual Accounts established before the Effective Date of
the change.

In addition, we may change this Contract as required to comply with
state and federal law without Contract Holder consent by notifying the
Contract Holder at least 30 days before the effective date of the
change.

Any unilateral change will not apply to Individual Accounts
established before the effective date of the change, but will apply to
Individual Accounts established on or after the change becomes
effective. If we make a unilateral change, the Contract Holder or
Participants, as applicable, are permitted to terminate participation
in the Contract before the effective date of the change under the
terms of the Contract in effect prior to the effective date of the
change.

We will make any change of Contract by endorsement, which may be
subject to regulatory approval in the state where the Contract is
issued.

1.08 Payments

We make payments as directed by the Contract Holder or a Participant,
as applicable. Payment requests must be in writing or as we otherwise
allow in our administrative practice. We determine the amount of any
payment based on the Individual Account value as of the Valuation Date
following our receipt of a payment request in Good Order at our Home
Office. Generally, we make payments within seven calendar days.

1.09 Deferral of Payment

We may defer payment up to a period of six months or as otherwise
provided by state and/or federal law.

1.10 Proof of Age

If a life-contingent Annuity option is elected, we may require proof
of the age of an Annuitant.

1.11 Evidence of Survival

We may require proof that any Annuitant under a life-contingent
Annuity option is living.

1.12 Misstatements and Adjustments

If we learn that the age of any Annuitant or second Annuitant is
misstated, we will use the correct age to adjust payments. We reserve
the right to obtain reimbursement, or to adjust future payments for
any amount we overpaid. We will pay the amount of any underpayment.

1.13 Reports

Each calendar year we provide the Contract Holder or a Participant, as
applicable, with a report of the Individual Account value. We also
provide an annual report for the Separate Account.
<PAGE>

1.14 State Laws

This Contract complies with the laws of the state in which it is
delivered. Any cash, death or Annuity payments are equal to or greater
than the minimum required. To determine legal reserve valuation, we
use Annuity tables required by law; such tables may be different from
those we use to determine Annuity payments.

1.15 Claims of Creditors

Individual Accounts are not subject to the claim of any creditor of
the Contract Holder, a Participant or Beneficiary, except to the
extent permitted by law.

1.16 Maintenance Fee

We may deduct an annual maintenance fee during the Accumulation Phase.

The amount of the maintenance fee, if any, for this Contract will
never be more than the amount shown on Contract Schedule I under
Maximum Maintenance Fee.

The fee, if any, is deducted proportionately from each Investment
Option in which the Individual Account is invested on the anniversary
of the Individual Account Effective Date. The fee is also deducted if
the entire Individual Account value is withdrawn. No fee is deducted,
however, when a full withdrawal occurs within 90 calendar days of the
date on which the fee was last deducted.

If a Participant has more than one Individual Account, we may deduct
the fee proportionately from all Individual Accounts. We may eliminate
the fee for an Individual Account established with one Contribution.

1.17 Charges for Additional Services

At the request of the Contract Holder, we, or our authorized
representatives, may provide administrative services to the Plan. We
reserve the right to charge for such services.

1.18 Charges Subject to Change

The maintenance fee (see 1.15) and charges to the Separate Account
(see 3.07) may vary (increase, decrease, or be eliminated) based on
the total assets held in all Individual Accounts under the Contract.
In determining total assets, we may aggregate Individual Accounts
established under different ALIAC contracts. The aggregate amount is
equal to the sum of assets in all Individual Accounts under this
Contract, plus the value of Individual Accounts under other ALIAC
contracts of the same class issued to the Contract Holder. We may
determine the amount of the maintenance fee and/or charges to the
Separate Account based on total assets on an annual basis. We will
determine initial charges based on our estimate of the amount that
will be allocated to the Contract during the first two years.
<PAGE>

Part I. Accumulation Phase

Section 2. Contributions and Individual Account Value
- ------------------------------------------------------------------------------

2.01 Contributions

We allocate Contributions in whole percentages among the Investment
Options available as directed by the Contract Holder or a Participant,
as applicable. Changes in future Contribution allocation may be made
at any time, without charge. The Contract Holder or a Participant, as
applicable, may also establish an Individual Account with a lump-sum
Contribution.

We reserve the right to establish minimum Contribution amounts and to
refuse to accept any Contribution.

Contributions to Individual Accounts may be limited as provided in the
Code. The limits, if any, are shown on Contract Schedule I under
Contribution Limits.

2.02 Premium Tax

We pay any applicable premium tax when it is due. We will deduct the
amount of any applicable premium tax from the Individual Account value
no earlier than when there is a tax liability.

2.03 Individual Account

We will establish an Individual Account for each Participant.

If required, we will provide accounts that distinguish between
employer and employee Contributions for each Participant.

2.04 Experience Credit

We may apply experience credits (investment, administrative, mortality
or other) under this Contract and may apply such credits as:

(a) A reduction in the maintenance fee;

(b) A reduction in the mortality and expense risks charge to the
Separate Account;

(d) An increase in a Fixed Interest Option interest rate.

We will apply experience credits at our sole discretion as we deem
appropriate for the class of contracts to which the Contract is
issued.

2.05 Individual Account Value

As of the most recent Valuation Date, the Individual Account value is
equal to the total of all Contributions:

(a) Plus any interest added on the amount, if any, allocated to a
Fixed Interest Option(s),

(b) Plus or minus the investment experience on the amount, if any,
held in the Separate Account;

(c) Minus any applicable maintenance fees, any amounts withdrawn,
or used to purchase Annuity payments, or any applicable premium
tax; and

(d) Minus any applicable fees or charges deducted.

Section 3. Separate Account
- -------------------------------------------------------------------------------

3.01 General

The Separate Account, established under Title 38a, Section 38a-433 of
the Connecticut General Statutes, buys and holds shares of the Funds
available. The Separate Account is registered as a unit investment
trust under the Investment Company Act of 1940.

other income, gains or losses. Except to the extent of reserves and
other Contract liabilities, Separate Account assets cannot be charged
with liabilities arising out of any other business we conduct.

3.02 Funds Available

We reserve the right to limit the number of Funds in which an
Individual Account may be invested, at one time or cumulatively,
during the Accumulation Phase and/or Annuity Phase.

3.03 Change or Substitution of Funds

We reserve the right to stop offering any Fund or to add Funds. We may
substitute shares of a Fund for shares of another Fund. We will
provide the Contract Holder with reasonable advance notice of any
elimination, addition or substitution of a Fund. If the Plan is
subject to ERISA, we will seek Contract Holder consent in advance of
any Fund substitution. Consent will be deemed given unless, following
notice of substitution and within a prescribed time period, the
Contract Holder notifies us in writing that it does not consent and
provides us with alternative investment instructions for the shares
that would otherwise be affected by the substitution.

3.04 Accumulation Units

Each Contribution allocated to one or more of the Funds is credited to
an Individual Account as accumulation units. The number of
accumulation units is calculated by dividing the amount of the
Contribution allocated to the Fund by the accumulation unit value (see
3.05) as of the next Valuation Date after the Contribution is received
at our Home Office in Good Order.

3.05 Accumulation Unit Value

The value of each accumulation unit for any Fund for each Valuation
Date is computed by multiplying the net investment factor (see 3.06)
by the accumulation unit value for such Valuation Date.

Accumulation unit values may increase or decrease from Valuation Date
to Valuation Date.

3.06 Net Investment Factor

The net investment factor is used to compute the accumulation unit
value for any Fund.

For each Valuation Date, for each Fund, the net investment factor is
equal to 1.0000000, plus the net return rate.

The net return rate equals:
[a - b - c]
----------------------- - e - f, where:
d

a is the value of the shares of the Fund held by the Separate
Account at the end of a Valuation Period;

b is the value of the shares of the Fund held by the Separate
Account at the start of the Valuation Period;

c is taxes or provisions for taxes, if any, on the Separate Account
(with any federal income tax liability offset by foreign tax
credits to the extent allowed);

d is the total value of the accumulation units and annuity units
of the Separate Account at the start of the Valuation Period;

e is Separate Account daily charges for mortality and expense
risks and a daily administrative charge as shown on Contract
Schedules I and II under Daily Charges to the Separate
Account; and

f is if applicable, a fee for the GET Fund Guarantee, which is
deducted daily during the Guarantee Period. The fee, which
is determined before the beginning of each offering period,
is shown on Contract Schedule I under GET Fund Guarantee Fee.

The net return rate may be greater or less than zero percent.
<PAGE>

3.07 Charges to the Separate Account

During the Accumulation Phase, we may deduct a mortality and expense
risks charge from the Individual Account value invested in the
Separate Account. In addition, we reserve the right to impose an
administrative charge.

The charges to the Separate Account are shown on Contracts Schedules I
under Maximum Daily Charges to the Separate Account and are deducted
daily.

3.08 Separate Account Transfers

During the Accumulation Phase, any portion or all of the Individual
Account value held in a Fund may be transferred to any other Fund or
any available Fixed Interest Option. The Individual Account value will
be based on the Fund's accumulation unit value next determined after
we receive a transfer request in Good Order.

3.09 Withdrawals from the Separate Account

If the Contract Holder or a Participant, as applicable, requests a
partial or full withdrawal (see 8.02) from the Funds, a withdrawal
charge may apply (see 8.04).

Section 4. Aetna GET Fund (GET Fund)
- -------------------------------------------------------------------------------
The following provisions apply if the GET Fund is available as shown on Contract
Schedule I under Aetna GET Fund Availability.

4.01 GET Fund Guarantee Period

For each GET Fund series, the period for which the GET Fund Guarantee
applies. The Guarantee Period ends on the Maturity Date.

4.02 GET Fund Offering Period

The period, usually from one to three months, during which the
Contract Holder or a Participant, as applicable, may allocate
(transfer or deposit) amounts to a GET Fund series. Each GET Fund
series has a specific offering period.

We will specify a minimum total asset amount required at the end of an
offering period to offer a GET Fund series. If the minimum is not
achieved, we reserve the right to not start the Guaranteed Period. If
a GET Fund series is terminated, we will send written notification to
all Contract Holders or Participants, as applicable, who have made
allocations to that GET Fund series. We inform Contract Holder or
Participant, as applicable, no later than 15 days after the end of the
offering period. The Contract Holder or a Participant, as applicable,
then has 45 days from the end of the offering period to reallocate the
amount allocated to the GET Fund to any other available Investment
Options. During this time, GET Fund assets are invested in money
market instruments. If Contract Holder or a Participant, as
applicable, makes no election by the end of the 45-day period, at the
next Valuation Date, we will allocate the amount in the terminated GET
Fund series to the money market fund.

We reserve the right to specify a maximum total asset amount for a GET
Fund series. If the maximum is achieved, we reserve the right to set a
date on which we will stop accepting allocations for that GET Fund
series. We will announce the date on which we will stop accepting
transfer and allocations 10 days prior to that date.
<PAGE>

4.03 GET Fund Guarantee

On the Maturity Date of each GET Fund series, the GET Fund
accumulation unit value for that series will not be less than the Fund
accumulation unit value determined at the close of business on the
last day of the offering period. If necessary to offset any shortfall
in the GET Fund accumulation unit value, we will transfer funds from
our General Account to the GET Fund. The GET Fund guarantee does not
apply to transfers or withdrawals made before the Maturity Date.

If GET Fund accumulation units are adjusted at any time during the
guaranteed period, the GET Fund guarantee will be restated. We
calculate the restated guarantee so that it is equivalent to the
original guarantee for that GET Fund series.

A daily charge is assessed on the amount, if any, allocated to the GET
Fund. This charge for the GET Fund guarantee will range between 0.25%
and 1.25% on an annual basis (the prospectus for each GET Fund series
offering provides the charge applicable to that offering).

4.04 GET Fund Maturity Date

The GET Fund Maturity Date is the date on which the guarantee period
ends and GET Fund accumulation units are liquidated.

Prior to the Maturity Date for each series, we send a written notice
to each Contract Holder or Participant, as applicable, who has an
Individual Account value in that series. In response, the Contract
Holder or Participant, as applicable, must tell us to which available
Investment Option to transfer the amount in the GET Fund on the
Maturity Date. If we do not receive instructions, on the Maturity Date
we transfer the portion of the Individual Account value held in the
GET Fund to another GET Fund series, if available. If no GET Fund
series is available, we transfer the amount to the Fund or Funds we
designate.

4.05 Transfers or Withdrawals from the GET Fund

Transfers or withdrawals from the GET Fund before the Maturity Date
are based on the GET Fund Unit value for the Valuation Date next
following the date on which we receive the request in Good Order (see
8.01 and 8.02).

Section 5. Fixed Account
- -------------------------------------------------------------------------------

The following provisions apply if the Fixed Account is available as shown on
Contact Schedule I under Fixed Interest Options Available.

5.01 Fixed Account Minimum Guaranteed Interest Rate

The Fixed Account minimum guaranteed interest rate is shown on
Contract Schedule I under Fixed Account Minimum Guaranteed Interest
Rate.

Each calendar year, we will set an annual minimum guaranteed interest
rate which will apply to all amounts held in the Fixed Account during
the calendar year. The one year minimum guaranteed interest rate will
be established prior to each calendar year and will be made available
to the Contract Holder or Participants, as applicable, in advance of
the calendar year. We, at our discretion, may credit a higher interest
rate, which is not guaranteed; we will make the current rate, and the
period for which it will be credited, available to the Contract Holder
or Participants, as applicable.

5.02 Transfers from the Fixed Account

During each rolling 12-month period, the percentage shown on Contract
Schedule I under Fixed Account Annual Transfer Limit of the amount in
the Fixed Account may be transferred to any available Investment
Option. The amount available for transfer will be based on the
Individual Account value in the Fixed Account as of the January 1
preceding the transfer request. There is no limit on the amount that
may be transferred to the Fixed Plus Account. We may, on a temporary
basis, allow transfer of a larger percentage.
<PAGE>

5.03 Withdrawals from the Fixed Account

If the Contract Holder or a Participant, as applicable, requests a
partial or full withdrawal (see 8.02) from the Fixed Account, a
withdrawal charge may apply (see 8.04).

Section 6. Fixed Plus Account
- -------------------------------------------------------------------------------

The following provisions apply if the Fixed Plus Account is available as shown
on Contract Schedule I under Fixed Interest Options Available.

6.01 Fixed Plus Account Minimum Guaranteed Interest Rate

The Fixed Plus Account minimum guaranteed interest rate is shown on
Contract Schedule I under Fixed Plus Account Minimum Guaranteed
Interest Rate.

Each calendar year, we will set an annual minimum guaranteed interest
rate which will apply to all amounts held in the Fixed Plus Account
during the calendar year. The one year minimum guaranteed interest
rate will be established prior to each calendar year and will be made
available to the Contract Holder or Participants, as applicable, in
advance of the calendar year. We, at our discretion, may credit a
higher interest rate, which is not guaranteed; we will make the
current rate, and the period for which it will be credited, available
to the Contract Holder or Participants, as applicable.

6.02 Transfers from the Fixed Plus Account

During each rolling 12-month period, the percentage shown on Contract
Schedule I under Fixed Plus Account Annual Transfer and Withdrawal
Limit of the amount in the Fixed Plus Account may be transferred to
any available Investment Option.

The amount available for transfer is based on the Individual Account
value in the Fixed Plus Account on the January 1 preceding the
transfer request reduced by any amount withdrawn, transferred, taken
as a loan (if allowed under the Contract) or used to purchase Annuity
payments during the previous 12 months. In addition, we reserve the
right to reduce the amount available for transfer by amounts withdrawn
under a systematic distribution option.

We reserve the right to waive the transfer limit when the amount in
the Fixed Plus Account is $2,000 or less. In addition, 20% of the
amount in the Fixed Plus Account may be transferred in each of four
consecutive 12-month periods with the balance transferred in the
succeeding 12-month period subject to the following conditions:

(a) During the five-year period, no additional amounts are
allocated to or transferred from the Fixed Plus Account;

(b) We will include any amount transferred, taken as a loan (if
allowed under the Contract) or used to purchase Annuity
payments during the prior 12-month period when calculating the
amount which equals 20%; and

(c) We reserve the right to include amounts paid under a systematic
distribution option when calculating the amount which equals
20%.

6.03 Partial Withdrawals from the Fixed Plus Account

During each rolling 12-month period, the percentage shown on Contract
Schedule I under Fixed Plus Account Transfer and Withdrawal Limit may
be withdrawn from the Fixed Plus Account.

The amount available for withdrawal is based on the amount of the
Individual Account value in the Fixed Plus Account on the January 1
preceding the withdrawal request reduced by any amount withdrawn,
transferred, taken as a loan (if allowed under the Contract), or used
to purchase Annuity payments during the preceding 12-month period. In
addition, we reserve the right to reduce the amount available by
deducting any amount withdrawn under a systematic distribution option.

The withdrawal limit does not apply when the partial withdrawal is:

(a) Due to a Participant's death during the Accumulation Phase and
is made within six months of the date
<PAGE>

of death (this exception applies to only one partial
withdrawal);

(b) Used to purchase Annuity payments; or

6.04 Full Withdrawal of the Total Amount in the Fixed Plus Account

The Contract Holder, or a Participant, as applicable, may withdraw the
full amount held in the Fixed Plus Account. When we receive a request
for a full withdrawal, no additional transfers, partial withdrawals or
loans (if allowed under the Contract) are allowed.

The Individual Account value held in the Fixed Plus Account may be
withdrawn as shown on Contract Schedule I under Full Withdrawal from
the Fixed Plus Account.

No withdrawal charge applies to amounts withdrawn.

The Contract Holder or Participant, as applicable, may cancel a full
withdrawal request from the Fixed Plus Account at any time.

6.05 Waiver of Fixed Plus Account Full Withdrawal Provision

The restriction on payment of a full withdrawal from the Fixed Plus
Account (see x.xx) does not apply to any of the circumstances shown on
Contract Schedule I under Waiver of Fixed Plus Account Full Withdrawal
Provision.

Section 7. Guaranteed Accumulation Account (GAA)
- --------------------------------------------------------------------------------

7.01 Nonunitized Separate Account

The Nonunitized Separate Account is established under Title 38a,
Section 38a-433 of the Connecticut General Statutes. There are no
discrete units for this account. We own the assets held in the
Nonunitized Separate Account; we are not a trustee of those assets.
Income, gains or losses, realized or unrealized, are credited to or
charged against the Nonunitized Separate Account without regard to our
other income, gains or losses. Except to the extent of reserves and
other Contract liabilities, Nonunitized Separate Account assets cannot
be charged with liabilities arising out of any other business we
conduct.

7.02 GAA Minimum Guaranteed Interest Rate

All Contributions allocated to a GAA guaranteed term (see 7.04) earn a
rate of interest which we determine and which is guaranteed when the
Contribution remains in the guaranteed term until the Maturity Date.
The rate credited will never be less than the minimum interest rate
shown on Contract Schedule I under Guaranteed Accumulation Account
Minimum Guaranteed Interest Rate.

For guaranteed terms of one year or less, one guaranteed rate is
credited for the full guaranteed term. For longer guaranteed terms, we
may credit an initial guaranteed interest rate from the date of
deposit to the end of a specified period within the guaranteed term.
We may credit different interest rates for subsequent specified
periods throughout the guaranteed term.

7.03 Deposit Period

A deposit period is the period of time we determine during which we
accept allocations (Contributions, transfers, or reinvestments) to one
or more guaranteed terms. We reserve the right to extend the deposit
period.
<PAGE>

7.04 Guaranteed Term

A guaranteed term is the period of time for which we guarantee the
declared interest rate for allocations (Contributions, transfers, or
reinvestments) to GAA guaranteed terms. We may offer guaranteed terms
ranging in duration from one to ten years. During each deposit period,
we may offer more than one guaranteed term of varying lengths. The
guaranteed term begins the day after the deposit period ends. The
Contract Holder or a Participant, as applicable, may allocate new
Contributions or transfers to any or all guaranteed terms available in
the current deposit period.

7.05 Guaranteed Term Groups

A guaranteed term group is comprised of all GAA guaranteed terms of
the same duration.

7.06 Maturity Date, Maturity Value and Reinvestment

The Maturity Date is the last day of a guaranteed term. The maturity
value is the amount we pay at the end of a guaranteed term. At least
18 days before any guaranteed term Maturity Date, we notify the
Contract Holder or a Participant, as applicable, of the projected
maturity value and the guaranteed terms (and the guaranteed interest
rates for each) available during the then-current deposit period. The
Contract Holder, or a Participant, as applicable, may then tell us how
to allocate the maturity value.

If the Contract Holder or a Participant, as applicable, does not tell
us how to reinvest the maturity value, we reinvest it in a guaranteed
term of the same duration if one is available. If no guaranteed term
of the same duration is available, we reinvest the maturity value in
the guaranteed term with the next shortest duration. If no shorter
guaranteed term is available, we reinvest the maturity value in the
next longest term. We mail a confirmation of reinvestment. The
confirmation includes the guaranteed term in which we have reinvested
the maturity value and the guaranteed interest rate for that term.

If we have reinvested the maturity value, during the month following
the Maturity Date, the Contract Holder or a Participant, as
applicable, may transfer or withdraw the reinvested amount, with
interest earned (as of the date we receive the request) without
incurring a Market Value Adjustment.

7.07 Transfers and Withdrawals from the GAA

Except as noted below, the Contract Holder or a Participant, as
applicable, may transfer any portion or all of the amount held in the
GAA. Transfers or withdrawals before the Maturity date may be subject
to a Market Value Adjustment (see 7.10). Amounts invested in a
guaranteed term may not be transferred during the deposit period or
for a period of 90 days after the close of the deposit period.

Unless directed otherwise, when the Contract Holder or a Participant,
as applicable, requests a transfer or withdrawal from the GAA, we
withdraw amounts proportionately from each guaranteed term in which
the Individual Account is invested. Within a guaranteed term group, we
withdraw first from the oldest deposit period and then from the next
oldest and so on until the amount requested is withdrawn.

7.08 Application of the Market Value Adjustment

Transfers or withdrawals from the GAA before the Maturity date are
subject to a Market Value Adjustment, except for:

(a) A one-month period following the Maturity Date on which we have
automatically reinvested the value on the Maturity Date;

(b) Distributions under certain systematic distribution options;
and

(c) When the withdrawal is equal to the minimum distribution amount
required under the Code, using a method permitted by the Code
and which we offer.

If the amount withdrawn is used to purchase life-contingent Annuity
payments, the Market Value Adjustment applies only if it is positive.

For withdrawals and transfers from the GAA made (1) within six months
of a Participant's death; or (2) to purchase Annuity payments under a
life-contingent Annuity option, the amount withdrawn from the GAA is
the greater of:

(a) The aggregate MVA amount which is the sum of all market value
adjusted amounts calculated due to a
<PAGE>

withdrawal before the Maturity Date (which may be positive or
negative); or

(b) The amount in the GAA.

For withdrawals made after the six month period following death, the
withdrawal or transfer amount is the aggregate MVA amount.

An MVA applies to amounts withdrawn to purchase Annuity payment under
a period certain Annuity option.

We may change the GAA Market Value Adjustment by notifying the
Contract Holder in writing at least 90 days before the change becomes
effective. Any such change will apply only to guaranteed terms offered
in deposit periods after the effective date of the change and will
apply to existing and new Individual Accounts.

7.09 Market Value Adjustment (MVA)

The Market Value Adjustment reflects any change in yields on U.S.
Treasury Notes from the time an amount is allocated to a GAA
guaranteed term to the time of a transfer or withdrawal prior to the
Maturity Date. When the Market Value Adjustment is applied, the amount
transferred or withdrawn from the GAA is multiplied by a factor which
is calculated as follows:

x
-------
365

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

Where:

i is the deposit period yield
j is the current yield
x is the number of days remaining (computed from
Wednesday of the week of withdrawal) in the
guaranteed term.

The deposit period yield and the current yield are determined as
follows:

Deposit Period Yield
--------------------
At the close of the last business day of each week of a deposit
period, we compute a yield that is the average of the yields on U.S.
Treasury Notes which mature in the last three months of the guaranteed
term. The deposit period yield is the average of those yields for the
deposit period. If a withdrawal is made prior to the close of the
deposit period, the deposit period yield is the average of the yields
of U.S. Treasury Notes for each week preceding the withdrawal. In the
event that no U.S. Treasury Notes will mature in the last three months
of the guaranteed term, we reserve the right to use the U.S. Treasury
Notes that mature in a following quarter.

Current Yield
-------------
The Current Yield is the average of the yields of the same U.S.
Treasury Notes used to calculate the deposit period yield on the last
business day of the week preceding withdrawal.
<PAGE>

Section 8. Transfers, Withdrawals and Distributions
- --------------------------------------------------------------------------------

8.01 Transfers

During the Accumulation Phase, the Contract Holder or a Participant,
as applicable, may transfer all or any portion of the Individual
Account value among the available Investment Options. The Individual
Account value on any amount transferred from a Fund will be based on
the Fund's accumulation unit value next determined after we receive
the transfer request In Good Order.

The Contract Holder or a Participant, as applicable, may request a
transfer by properly completing a transfer request form and sending it
to our Home Office, or by otherwise complying with our administrative
procedures. We reserve the right to establish a minimum transfer
amount.

8.02 Withdrawals

As allowed by the Plan, if applicable, and subject to provisions of
the Code (see 8.03), during the Accumulation Phase, the Contract
Holder or a Participant, as applicable, may withdraw any portion or
all of the Individual Account value. The Individual Account value of
any amount withdrawn from a Fund will be based on the Fund's
accumulation unit value next determined after we receive the transfer
request In Good Order.

The Contract Holder or a Participant, as applicable, may request a
withdrawal by properly completing a withdrawal request form and
forwarding it to our Home Office, or by otherwise complying with our
administrative procedures. Unless the Contract Holder or Participant,
as applicable, requests otherwise, the withdrawal will be made pro
rata from the Investment Options in which the Individual Account is
invested.

A withdrawal charge may apply to amounts withdrawn (see 8.04). In
addition, a market value adjustment may apply to amounts withdrawn
from the GAA (see 7.08 and 7.09) and limitations may apply to
withdrawals from the Fixed Plus Account (see 6.04).

8.03 Withdrawal Restrictions Under the Code

The Code may impose restrictions on the amount and timing of
withdrawals. The restrictions, if any, applicable to this Contract are
shown on Contract Schedule I under Withdrawal Restrictions Under the
Code. Withdrawals that do not comply with the Code may be subject to
tax penalties.

8.04 Withdrawal Charge

During the Accumulation Phase, we may deduct a withdrawal charge from
the Individual Account value withdrawn. The charge, if any, is a
percentage of the amount withdrawn from the Funds and/or Fixed
Interest Options (except, if applicable, the Fixed Plus Account). The
withdrawal charge will never exceed 8.5% of the total amount of
Contributions.

The withdrawal charge, if any, is shown on Contract Schedule I under
Withdrawal Charge.

8.05 Waiver of Withdrawal Charge

The withdrawal charge (see 8.04) does not apply in any of the
circumstances shown on Contract Schedule I under Waiver of Withdrawal
Charge.

In addition, we reserve the right to reduce, waive or eliminate the
withdrawal charge.

8.06 Reinstatement

Within 30 days after a withdrawal, the Contract Holder or a
Participant, as applicable may elect to reinstate all or a portion of
the proceeds of a full withdrawal if allowed by applicable law. We
must receive the reinstated amount within 60 days of the withdrawal.

Any maintenance fee and withdrawal charge imposed at the time of the
withdrawal is included in the reinstatement. If only a portion of the
amount withdrawn is reinstated, the amount of any maintenance fee and
withdrawal charge deducted will be restored proportionally. The amount
of any market value adjustment deducted from any amount withdrawn from
GAA is not included in the amount reinstated.

term of the same duration is available, we reinvest the maturity value
in the guaranteed term with the next shortest duration. If no shorter
guaranteed term is available, we reinvest the maturity value in the
next longest term.

Amounts withdrawn from a GET Fund series are reinstated to the current
offering period if one is available. If no GET Fund offering period is
available, any amount withdrawn from the GET Fund is reinstated
equally among all other Investment Options in which the Individual
Account is invested.

Amounts are reinstated among the Investment Options in the same
proportion as they were held at the time of withdrawal, except, as
noted above, for amounts from the GET Fund. Any maintenance fee which
falls due after the withdrawal and before the reinstatement is
deducted from the amount reinstated.

The number of accumulation units reinstated to any Fund is based on
the accumulation unit value(s) next computed after we receive the
reinstatement request in Good Order at our Home Office.

Reinstatement is permitted only once.

8.07 Required Distributions

While an Individual Account remains in the Accumulation Phase, the
Code may require distribution of all or a portion of the Individual
Account value. The Contract Holder, a Participant or Contract
beneficiary, as applicable, must tell us when to begin distributions.
We have no responsibility for adverse tax consequences as the result
of the Contract Holder, Participant or Contract beneficiary, as
applicable, not complying with minimum distribution requirements.

The distribution requirements, if any, are shown on Contract Schedule
I under Required Distributions.

Generally, to meet distribution requirements, the Contract Holder, a
Participant or Contract beneficiary, as applicable, may request
partial withdrawals, a systematic distribution option (see 8.08) or an
annuity option.

8.08 Systematic Distribution Options (SDOs)

During the Accumulation Phase, we may offer one or more distribution
options under which we make regularly scheduled automatic partial
distributions of the Individual Account value. To request an SDO, the
Contract Holder, a Participant or Contract beneficiary, as applicable,
must complete an SDO election form and forward it to our Home Office.

Each option is available without discrimination to any class of
Contracts. The availability of any specific option may be subject to
terms and conditions applicable to that option. We may discontinue the
availability of an SDO option for future election; payments will,
however, continue to Participants who elected the option before the
date it is no longer available.

8.09 Individual Account Termination

If the Individual Account value is $3,500 or less, and we have
received no Contributions for 12 months, we reserve the right to
terminate an Individual Account. Before we do this, we notify the
Contract Holder or Participant, as applicable, 90 days in advance.
When we terminate an Individual Account, we do not deduct a withdrawal
charge. We do not exercise this right when the Individual Account
value is $3,500 or less due to investment performance.

Section 9. Loans
- -------------------------------------------------------------------------------

9.01 Loan Availability

If loans are available under the Contract, a loan endorsement is
attached.
<PAGE>

Section 10. Death Benefit During the Accumulation Phase
- -------------------------------------------------------------------------------

10.01 Death Benefit

If a Participant dies during the Accumulation Phase, we pay a death
benefit. The amount of the death benefit is the Individual Account
value as of the Valuation Date following the date we receive
acceptable proof of death at our Home Office (see 7.10 for amounts in
the GAA).

10.02 Contract Beneficiary

The Contract beneficiary is shown on Contract Schedule I under
Contract beneficiary. Generally, the Participant may name a
beneficiary under the Plan (the Plan beneficiary). If allowed by the
Plan, when designating the Beneficiary, the Contract Holder or a
Participant, as applicable, may specify, the form of payment as
permitted by the Code. The Contract beneficiary and the form of
payment, if applicable, may be designated or changed in writing or as
we may otherwise allow in our administrative procedures.

10.03 Distribution of Death Benefit

Generally, if the Plan beneficiary is the Participant's surviving
spouse, distribution of the death benefit must begin no later than the
year the Participant would have attained age 70 1/2 or any other date
allowed under federal law or regulations.

If the Plan beneficiary is not the Participant's surviving spouse,
generally, the death benefit must be used to purchase Annuity payments
within one year of the year of the Participant's death or otherwise
paid within five years of the year of the Participant's death.

Annuity payments to a Plan beneficiary may not extend beyond the
period specified in the Code.
<PAGE>

Part II. Annuity Phase

Section 11. General Provisions
- -------------------------------------------------------------------------------

11.01 Election

The Contract Holder, a Participant , Contract or Plan beneficiary, as
applicable, may elect an Annuity option by properly completing an
election form and forwarding it to our Home Office no later than 30
days before the desired first Annuity payment date. All elections of
an Annuity option must comply with the minimum distribution
requirements of Code Section and any applicable laws and regulations.

All or any portion of the Individual Account value (after the
deduction of any applicable premium tax) may be used to purchase
Annuity payments (for amounts from the GAA, see 7.08).

The Contract Holder, a Participant, Contract or Plan beneficiary, as
applicable, must also select an Annuity option (see 11.03) and the
Investment Option(s) (see 11.06).

Once payments begin, an Annuity option may not be changed.

11.02 Change of Annuity Provisions

We reserve the right to change Annuity options (see 11.03) and the
mortality table (see 11.04) we use to calculate payment rates for
life-contingent Annuity payments. If we do this, the change will not
take effect until at least 12 months after the Contract Effective
Date, or until at least 12 months after any previous change. A change
to Annuity options or the mortality table used to calculate payment
rates will not apply to Individual Accounts established before the
effective date of the change.

11.03 Annuity Options

The Contract Holder, a Participant, Contract or Plan beneficiary, as
applicable, must elect one of the following:

Payments for a Stated Period
----------------------------
This option provides payments for a stated period. The number of years
in the stated period must fall within the range shown on Contract
Schedule II under Guaranteed Payment Period.

If payments for this option are under a Variable Annuity, the present
value of any remaining payments may be withdrawn at any time. If a
withdrawal is requested within five years of the first payment, the
lump sum payment is treated as a withdrawal during the Accumulation
Phase and any applicable withdrawal charge applies (see 8.04).

If the payments are fixed-only, an annual increase of one, two or
three percent (compounded annually) may be elected at the time the
Annuity option is chosen (if permitted by the Code).

Life Income for One Annuitant
-----------------------------
This option provides payments for the life of the Annuitant. If this
option is elected, the Contract Holder, a Participant or Contract
beneficiary, as applicable, must also choose one of the following:

(a) Payments cease at the death of the Annuitant; or

(b) Payments are guaranteed for a period within the range shown on
Contract Schedule II under Guaranteed Payment Period; or

(c) Fixed-only cash refund: at the death of the Annuitant, the
Beneficiary receives a lump sum payment in an amount equal to
the amount applied to the Annuity, less the amount of payments
made to the Annuitant.

Under (a) or (b), if the payments are fixed-only, an annual increase
of one, two or three percent (compounded annually) may be elected at
the time the Annuity option is chosen (if permitted by the Code).
<PAGE>

Life Income for Two Annuitants
------------------------------
This option provides payments for the lives of the Annuitant and a
second Annuitant. Payments continue until both Annuitants have died.
If this option is elected, the Contract Holder or a Participant, as
applicable, must also choose one of the following:

(a) 100% of the payment amount to continue after the first death;
or

(b) 66 2/3% of the payment amount to continue after the first
death; or

(d) 100% of the payment amount to continue after the first death
with payments guaranteed to the Beneficiary after the second
death for a period within the range shown on Contract Schedule
II under Guaranteed Payment Period; or

(e) 100% of the payment amount to continue at the death of the
specified second Annuitant and 50% of the payment amount to
continue at the death of the specified Annuitant; or

(f) 100% of the fixed-only payment amount to continue after the
first death with a cash refund to the Contract beneficiary
after the second death. The amount of the cash refund is equal
to the amount applied to the Annuity, less the amount of
payments made.

Under (a) or (d), if the payments are fixed-only, an annual increase
of one, two or three percent (compounded annually may be elected at
the time the Annuity option is chosen (if permitted by the Code).

Other Options
-------------
We may make other options available.

11.04 Mortality Table

The mortality table used for calculating Annuity payments for life is
shown on Contract Schedule II under Mortality Table.

To calculate the payments for a fixed Annuity, or a variable Annuity
guaranteed first payment, we use the Annuitant's and, if applicable,
the second Annuitant's, adjusted age. The adjusted age is the person's
age as of his or her nearest birthday closest to the day Annuity
payments begin, reduced as follows:

(a) Reduced by one year for payments before January 31, 1999;

(b) Reduced by two years for payments beginning during the period
from January 1, 2000 through December 31, 2009;

11.05 Minimum First Payment Amount

The minimum first payment amount is shown on Contract Schedule II
under Minimum Payment Amount. We reserve the right to increase the
minimum first payment amount, if allowed by state law, based on
increases reflected in the Consumer Price Index-Urban (CPI-U) since
July 1, 1993.

11.06 Investment Options

When an Annuity option is elected, the Contract Holder, a Participant,
Contract or Plan beneficiary, as applicable, must also select:

(a) A fixed Annuity;

(b) A variable Annuity for which the underlying investment is one
or more of the available Funds; or

For a variable Annuity, the maximum number of Funds available during
the Annuity Phase is shown on Contract Schedule II under Maximum
Number of Funds. The Contract Holder, a Participant or Contract
beneficiary, as applicable, may transfer amounts allocated to Funds
during the Annuity Phase.

If a fixed Annuity is elected, we will use the applicable current
settlement option rates if these will provide high fixed Annuity
payments.

11.07 Fixed Annuity Minimum Guaranteed Interest Rate
<PAGE>

For a Fixed Annuity, the interest rate is never less than the minimum
guaranteed rate shown on Contract Schedule II under Fixed Annuity
minimum Guaranteed Interest Rate.

11.08 Fixed Annuity Payment Amount

The amount of Fixed Annuity payments is a function of the Annuity
option elected, the adjusted age of the Annuitant(s) for
life-contingent options, the rates in effect at the time payments
begin and payment frequency. Sample rates are shown on the charts
beginning on page XX.

11.09 Variable Annuity Funds

The Funds available during the Annuity Phase may not be the same as
those available during the Accumulation Phase.

11.10 Variable Annuity Transfers

If a variable Annuity is elected, the Contract Holder, a Participant,
Contract or Plan beneficary, as applicable, may request that we
transfer all or a portion of the amount allocated to a Fund to any
other available Fund. Transfer requests must be expressed as a
percentage of the allocation among the Funds on which the variable
payment is based. The number of transfers allowed each calendar year
is shown on Contract Schedule II under Number of Annual Transfers
Among Funds. We reserve the right to allow additional transfers.
Transfers are effective as of the next Valuation Date after we receive
a transfer request in Good Order at our Home Office.

11.11 Variable Annuity Payment Amount

The first variable Annuity payment is calculated by multiplying the
Individual Account value (minus any applicable premium tax), by an
Annuity rate per $1,000. The Annuity rate is calculated based on:

(a) The Annuity option elected;

(b) Payment frequency;

(d) The adjusted age of the Annuitant(s).

The Contact Holder, a Participant or Contract beneficiary, as
applicable, must elect an AIR of 3.5% or 5.0%. Sample rates for each
AIR are shown on the charts beginning on page xx.

After the first payment, payment amounts are determined by comparing
the performance of the net investment rate (NIR) of the Fund(s) to the
AIR. For the amount of the payment to stay the same, or increase, the
NIR of the Fund(s) must be equal to or greater than the AIR after the
deduction of the daily mortality and expense risks charge and any
applicable administrative charge. The amount of the daily mortality
and expense risks charge and the administrative charge are shown on
Contract Schedule II under Separate Account Daily Mortality and
Expense Risks Charge and Separate Account Daily Administrative Charge.
If the NIR is less than the AIR, the payment amount decreases.

The assumed investment rate for 3.5% is 0.9999058; for 5.0% is
0.9998663.

The net investment factor(s) for each Fund is equal to 1.0000000 plus
the net return rate.
<PAGE>

The net return rate equals:

[a - b + c]
----------------------- - e - f, where
d

a is the value of the shares of the Fund held by the Separate
Account at the end of a Valuation Period;

b is the value of the shares of the Fund held by the Separate
Account at the start of the Valuation Period;

c is taxes or provisions for taxes, if any, on the Separate Account
(with any federal income tax liability offset by foreign tax
credits to the extent allowed);

d is the total value of the accumulation units and annuity units of
the Separate Account at the start of the Valuation Period;

e is Separate Account daily charges for mortality and expense risks
and a daily administrative charge as shown on Contract
Schedules I and II under Daily Charges to the Separate Account;
and

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

11.12 Death Benefit During the Annuity Phase

The Contract Holder or Participant, as applicable, must name a
beneficiary for the Annuity Phase.

If an Annuitant(s) dies, any remaining guaranteed payments continue to
the beneficiary. Payments are made at least as rapidly as provided by
the option in effect at the death of the Annuitant. Annuity payments
to an beneficiary may not extend beyond (1) the life of the
beneficiary, or (2) any period certain greater than the beneficiary's
life expectancy as determined by the Code.

The beneficiary may also elect a lump sum payment equal to the present
value of any remaining payments.

The interest rate used to determine the first Annuity payment is used
to calculate the present value. The present value is determined as of
the Valuation Date in which we receive acceptable proof of death and a
written claim for the death benefit.

If the beneficiary dies while receiving payments, the present value of
any remaining guaranteed payments is paid in a lump sum to the
Contract beneficiary's estate.
<PAGE>

<TABLE>
<CAPTION>
OPTION 1: Payments for a Specified Period
- ---------------------------------------------------------------------------------------
Monthly Amount for Each $1,000*
Rates for a Fixed Annuity with a 3% Guaranteed Interest Rate
- ---------------------------------------------------------------------------------------
Years Payment Years Payment
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
5 $17.91 20 $5.51
10 9.61 25 4.71
15 6.87 30 4.18
- ---------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------
<CAPTION>
First Monthly Amount for Each $1,000*
Rates for a Variable Annuity with a 3.5% AIR
- ---------------------------------------------------------------------------------------
Years Payment Years Payment
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
5 $18.12 20 $5.75
10 9.83 25 4.96
15 7.10 30 4.45
- ---------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------
<CAPTION>
First Monthly Amount for Each $1,000*
Rates for a Variable Annuity with a 5% AIR
- ---------------------------------------------------------------------------------------
Years Payment Years Payment
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
5 $18.74 20 $6.51
10 10.51 25 5.76
15 7.82 30 5.28
- ---------------------------------------------------------------------------------------
</TABLE>

* Net of any applicable premium tax deduction

G-CDA(99) Page
<PAGE>

<TABLE>
<CAPTION>
Option 2: Life Income Based on the Life of One Annuitant
- -----------------------------------------------------------------------------------------------------------------------------------
Monthly Payment Amount for Each $1,000*
Rates for a Fixed Annuity Payment with 3% Guaranteed Interest Rate
- -----------------------------------------------------------------------------------------------------------------------------------
Option 2(a): Option 2(b): Option 2(b): Option 2(b): Option 2(b): Option 2(c):
Adjusted payments for payments payments payments payments Cash Refund
Age of life guaranteed guaranteed guaranteed guaranteed
Annuitant 5 years 10 years 15 years 20 years
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
55 4.44 4.42 4.39 4.32 4.22 4.19
60 4.95 4.93 4.86 4.73 4.55 4.57
65 5.65 5.61 5.47 5.22 4.89 5.06
66 5.82 5.77 5.61 5.33 4.96 5.18
70 6.64 6.54 6.23 5.76 5.19 5.70
75 8.06 7.82 7.14 6.25 5.38 6.51
- -----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
-------------------------------------------------------------------------------------------------------------------
First Monthly Payment Amount for Each $1,000*
Rates for a Variable Annuity Payment with 3.5% Assumed Interest Rate
-------------------------------------------------------------------------------------------------------------------
Option 2(a): Option 2(b): Option 2(b): Option 2(b): Option 2(b):
Adjusted payments for payments payments payments payments
Age of life guaranteed guaranteed guaranteed guaranteed
Annuitant 5 years 10 years 15 years 20 years
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
55 4.72 4.71 4.67 4.60 4.50
60 5.23 5.21 5.13 5.00 4.82
65 5.94 5.89 5.73 5.48 5.15
70 6.92 6.81 6.49 6.00 5.43
75 8.35 8.08 7.38 6.48 5.62
-------------------------------------------------------------------------------------------------------------------

<CAPTION>
-------------------------------------------------------------------------------------------------------------------
First Monthly Payment Amount for Each $1,000*
Rates for a Variable Annuity Payment with 5% Assumed Interest Rate
- --------------------------------------------------------------------------------------------------------------------
Option 2(a): Option 2(b): Option 2(b): Option 2(b): Option 2(b):
Adjusted payments for payments payments payments payments
Age of life guaranteed guaranteed guaranteed guaranteed
Annuitant 5 years 10 years 15 years 20 years
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
55 5.63 5.61 5.56 5.47 5.36
60 6.12 6.09 6.00 5.85 5.65
65 6.82 6.75 6.57 6.30 5.95
70 7.80 7.67 7.30 6.78 6.21
75 9.23 8.93 8.16 7.23 6.38
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
* Net of any applicable premium tax deduction

G-CDA(99) Page
<PAGE>

<TABLE>
<CAPTION>
Option 3: Life Income Based on the Lives of Two Annuitants
- -----------------------------------------------------------------------------------------------------------------------------------
First Monthly Payment Amount for Each $1,000*
Rates for a Fixed Annuity Payment with 3.0% Guaranteed Interest Rate
- -----------------------------------------------------------------------------------------------------------------------------------
Adjusted Ages
- -----------------------------
payments
guaranteed
Primary Secondary 10 years
Annuitant Annuitant Option 3(a) Option 3(b) Option 3(c) Option 3(d) Option 3(e) Option 3(f)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
55 50 $3.69 $4.05 $4.27 $3.69 $4.03 $3.67
55 60 3.99 4.44 4.71 3.98 4.20 3.94

65 60 4.38 4.97 5.32 4.38 4.93 4.29
65 70 4.93 5.68 6.15 4.91 5.27 4.74

75 70 5.69 6.68 7.32 5.62 6.67 5.29
75 80 6.78 8.11 8.99 6.54 7.36 5.93
- -----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
First Monthly Payment Amount for Each $1,000*
Rates for a Variable Annuity Payment with 3.5% Assumed Interest Rate
- --------------------------------------------------------------------------------------------------------------------------
Adjusted Ages
- ----------------------------------
payments
guaranteed
Primary Secondary 10 years
Annuitant Annuitant Option 3(a) Option 3(b) Option 3(c) Option 3(d) Option 3(e)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
55 50 $3.97 $4.35 $4.56 $3.97 $4.31
55 60 4.27 4.73 5.00 4.26 4.48

65 60 4.66 5.25 5.61 4.65 5.22
65 70 5.19 5.97 6.44 5.17 5.54

75 70 5.95 6.96 7.61 5.87 6.95
75 80 7.04 8.39 9.29 6.79 7.64
- --------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
First Monthly Payment Amount for Each $1,000*
Rates for a Variable Annuity Payment with 5% Assumed Interest Rate
- --------------------------------------------------------------------------------------------------------------------------
Adjusted Ages
- ----------------------------------
payments
guaranteed
Primary Secondary 10 years
Annuitant Annuitant Option 3(a) Option 3(b) Option 3(c) Option 3(d) Option 3(e)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
55 50 $4.88 $5.26 $5.48 $4.88 $5.23
55 60 5.15 5.63 5.91 5.14 5.38

65 60 5.52 6.14 6.51 5.51 6.10
65 70 6.04 6.84 7.34 6.00 6.41

75 70 6.77 7.84 8.51 6.68 7.81
75 80 7.86 9.28 10.20 7.57 8.49
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Net of any applicable premium tax deduction
<PAGE>

G-CDA(99) Page

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

Aetna Life Insurance and Annuity Company

Home Office: 151 Farmington Avenue

Hartford, Connecticut 06150

(800) 525-4547

Group Combination, Deferred Annuity Contract
(Nonparticipating)

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

G-CDA(99)

Form of Variable Annuity Contract Certificate

---------------------------------------------------
Aetna Life Insurance and Annuity Company
151 Farmington Avenue
Hartford, Connecticut 06150
800-525-4225

If you have questions about this Certificate, call
the toll-free number shown.

Group Combination Deferred Annuity Certificate (Nonparticipating)

Aetna Life Insurance and Annuity Company (ALIAC), a stock company, will pay
benefits according to the terms and conditions set forth in the group Contract.
The Contract is delivered in [YOUR STATE] and is subject to the laws of that
jurisdiction.

This Certificate summarizes provisions of the group annuity Contract in which
you have an interest. This Certificate is for information only and is not part
of the Contract.

Please read this Certificate carefully. It states ALIAC's rights and obligations
under the group Contract as well as the rights and obligations of the Contract
Holder and Participants.

Specifications
|-------------------------------------------------------------------------------
| Group Contract Holder
| SPECIMEN

|-------------------------------------------------------------------------------
| Group Annuity Contract Number
| SPECIMEN

|-------------------------------------------------------------------------------
| Participant
| SPECIMEN

|-------------------------------------------------------------------------------
| Certificate Number
| SPECIMEN

|-------------------------------------------------------------------------------
| Effective Date
| SPECIMEN

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

You may cancel your interest in Contract within 10 days of receiving this
Certificate by returning it to ALIAC at the address shown above, or to the agent
from whom it was purchased. Within seven days of receiving the cancellation
request at its Home Office, ALIAC will return any Contributions received, plus
any increase, or minus any decrease in value, on the amount, if any, allocated
to the Separate Account.

Signed at the Home Office on the Effective Date.

President Secretary

C-CDA(99)
<PAGE>

Table of Contents
<TABLE>
<CAPTION>
Page
<S> <C>
Contract Schedule I. Accumulation Phase

Contract Schedule II. Annuity Phase

Definitions

Section 1. General Contract Provisions

1.01 Entire Contract ......................................
1.02 Nonparticipating Contract ............................
1.03 Control of Contract ..................................
1.04 Certificate ..........................................
1.05 Incontestability .....................................
1.06 Grace Period .........................................
1.07 Change of Contract ...................................
1.08 Payments .............................................
1.09 Deferral of Payment ..................................
1.10 Proof of Age .........................................
1.11 Evidence of Survival .................................
1.12 Misstatements and Adjustments ........................
1.13 Reports ..............................................
1.14 State Laws ...........................................
1.15 Claims of Creditors ..................................
1.16 Maintenance Fee ......................................
1.17 Charges for Additional Services ......................
1.18 Charges Subject to Change ............................

Part I. Accumulation Phase

Section 2. Contributions and Individual Account Value

2.01 Contributions ........................................
2.02 Premium Tax ..........................................
2.03 Individual Account ...................................
2.04 Experience Credit ....................................
2.05 Individual Account Value .............................

Section 3. Separate Account

3.01 General ..............................................
3.02 Funds Available ......................................
3.03 Change or Substitution of Funds ......................
3.04 Accumulation Units ...................................
3.05 Accumulation Unit Value ..............................
3.06 Net Investment Factor ................................
3.07 Charges to the Separate Account ......................
3.08 Separate Account Transfers ...........................
3.09 Withdrawals from the Separate Account ................
</TABLE>

C-CDA(99) Page
<PAGE>

<TABLE>
<S> <C>
Section 4. Aetna GET Fund

4.01 GET Fund Guarantee Period ............................
4.02 GET Fund Offering Period .............................
4.03 GET Fund Guarantee ...................................
4.04 GET Fund Maturity Date ...............................
4.05 Transfers or Withdrawals from the GET Fund ...........

Section 5. Fixed Account

5.01 Fixed Account Minimum Guaranteed Interest Rate .......
5.02 Transfers from the Fixed Account .....................
5.03 Withdrawals from the Fixed Account ...................

Section 6. Fixed Plus Account

6.01 Fixed Plus Account Minimum Guaranteed Interest Rate ..
6.02 Transfers from the Fixed Plus Account ................
6.03 Partial Withdrawals from the Fixed Plus Account ......
6.04 Full Withdrawal of the Total Amount in the Fixed
Plus Account .........................................
6.05 Waiver of Fixed Plus Account Full Withdrawal
Provision ............................................

Section 7. Guaranteed Accumulation Account (GAA)

7.01 Nonunitized Separate Account .........................
7.02 GAA Minimum Guaranteed Interest Rate .................
7.03 Deposit Period .......................................
7.04 Guaranteed Term ......................................
7.05 Guaranteed Term Groups ...............................
7.06 Maturity Date, Maturity Value and Reinvestment .......
7.07 Transfers and Withdrawals from the GAA ...............
7.08 Application of the Market Value Adjustment ...........
7.09 Market Value Adjustment (MVA) ........................

Section 8. Transfers, Withdrawals and Distributions

8.01 Transfers ............................................
8.02 Withdrawals ..........................................
8.03 Withdrawal Restrictions Under the Code ...............
8.04 Withdrawal Charge ....................................
8.05 Waiver of Withdrawal Charge ..........................
8.06 Reinstatement ........................................
8.07 Required Distributions ...............................
8.08 Systematic Distribution Options (SDOs) ...............
8.09 Individual Account Termination .......................

Section 9. Loans

9.01 Loan Availability ....................................

Section 10. Death Benefit During the Accumulation Phase

10.01 Death Benefit ........................................
10.02 Contract Beneficiary .................................
10.03 Distribution of Death Benefit ........................
</TABLE>

C-CDA(99) Page
<PAGE>

Part II. Annuity Phase

Section 11. General Provisions

<TABLE>
<S> <C>
11.01 Election .............................................
11.02 Change of Annuity Provisions .........................
11.03 Annuity Options ......................................
11.04 Mortality Table ......................................
11.05 Minimum Payment Amount ...............................
11.06 Investment Options ...................................
11.07 Fixed Annuity Minimum Guaranteed Interest Rate .......
11.08 Fixed Annuity Payment Amount .........................
11.09 Variable Annuity Funds ...............................
11.10 Variable Annuity Transfers ...........................
11.11 Variable Annuity Payment Amount ......................
11.12 Death Benefit During the Annuity Phase ...............
</TABLE>

Annuity Tables

C-CDA(99) Page
<PAGE>

Contract Schedule I
Accumulation Phase

Control of Contract (see 1.03)

[The Contract Holder controls this Contract.

By notifying us in writing, the Contract Holder may allow you to
choose Investment Options for an Individual Account. The Contract
Holder may, however, retain the right to choose Investment Options
for employer contributions. Unless otherwise provided by the Plan,
we will make payments only at the written direction of the
Contract Holder and you. Unless otherwise specified by the Plan,
we will make an inservice transfer under Internal Revenue Service
Revenue Ruling 90-24 only at the written direction of the Contract
Holder and you and will make checks payable to the acquiring
investment provider(s).

The Contract and Individual Accounts are nontransferable and
nonassignable except to us in the event of a loan (if allowed
under the Contract) or in the event of a qualified domestic
relations order as allowed under the Retirement Equity Act of
1984.

You have a nonforfeitable right to the value of employer
Contributions made to their Individual Accounts subject to any
Plan vesting limits as determined by the Contract Holder. You have
a nonforfeitable right to the value of employee Contributions made
to their Individual Accounts as provided by Code Section 403(b)
and subject to the terms of the Plan.

The Contract Holder must notify us in writing if the Plan is, or
becomes, subject to the Employee Retirement Income Security Act of
1974 (ERISA) and/or related law or regulations including the
Retirement Equity Act of 1984 (REA). We will rely on the Contract
Holder's determination and representation of the applicability of
such laws. If the Plan is subject to ERISA, before we will make a
distribution from an Individual Account, the Contract Holder must
certify in writing that all applicable REA requirements have been
met and that the distribution complies with the Plan.]

Maximum Maintenance Fee (see 1.16)

The maintenance fee for each Individual Account will never be more
than [$30].

Contribution Limits (see 2.01)

[Each year, Contributions to the Contract are limited to the
lesser of:

(a) The maximum exclusion allowance (MEA) limit under Code Section
403(b); or

(b) The amount set forth in Code Section 415, generally, 25% of
compensation up to $30,000.

In addition, salary reduction contributions as defined in Code
Section 402(g) may not exceed $10,000, or such larger amount as
adjusted by the Secretary of the Treasury unless the alternative
limitation under Code Section 402(g)(8) applies.]

Maximum Daily Charges to the Separate Account (see 3.07)

Charges to the Separate Account will never be more than the
following:

<TABLE>
<S> <C>
Mortality and Expense Risks Charge: [1.25%] (annual basis)
Administrative Charge: [0.25%] (annual basis)
</TABLE>

Aetna GET Fund Availability (see Section 4

[The GET Fund is available.]

Fixed Interest Options Available (see Section 5, Section 6, and Section 7)

[Fixed Account
Fixed Account is available for transferred amounts only (no
ongoing Contributions).
Fixed Plus Account
Guaranteed Accumulation Account]

Fixed Account Minimum Guaranteed Interest Rate (see 5.01)

The interest rate will never be less than [3%] (effective annual
yield).

Fixed Account Annual Transfer Limit (see 5.02)

[10%.]

Fixed Plus Account Minimum Guaranteed Interest Rate (see 6.01)

The interest rate will never be less than [3%] (effective annual
yield)

Fixed Plus Account Transfer and Partial Withdrawal Limit (see 6.02 and 6.03)

[20%.]

Full Withdrawal from the Fixed Plus Account (see 6.04

When a full withdrawal from the Fixed Plus Account is requested,
the Individual Account value in the Fixed Plus Account may be
withdrawn as follows:

(a) Twenty percent of the Individual Account value in the Fixed
Plus Account as of the January 1 preceding the withdrawal
request. The 20% is reduced by the amount, if any,
transferred, withdrawn, taken as a loan (if allowed under the
Contract) or used to purchase Annuity payments during the
prior 12 months; then,

(b) Twenty-five percent of the remaining Individual Account value
12 months later;

(d) One-half of the remaining Individual Account value 12 months
later; and then,

(e) The balance of the Individual Account value in the Fixed Plus
Account 12 months later.]

Waiver of Fixed Plus Account Full Withdrawal Provision (see 6.05)

[When a full withdrawal is requested, payment from the Fixed Plus
Account is not limited as described in 6.04 when the withdrawal
is made:

(a) If you have attained age 59-1/2 and, if applicable, have
completed nine Contribution periods;

(b) When you have separated from service, and when:

(1) Separation from service is certified by the employer;

(2) The amount is paid directly to you; and

(3) When the amount paid for all withdrawals due to separation
from service during the previous 12-month period does not
exceed 20% of the average value of all Individual Accounts
under the Contract during that period.

(1) The financial hardship or unforeseeable emergency is
certified by the employer;

(2) The amount is paid directly to you; and

(3) When the amount paid for all withdrawals due to financial
hardship or unforeseeable emergency during the previous
12-month period does not exceed 20% of the average value
of all Individual Accounts under the Contract during that
period.

(d) When the amount in the Fixed Plus Account is [$2,000] or less
and during the previous [12] months no amounts have been
withdrawn, transferred, taken as a loan (if allowed under the
Contract), or used to purchase Annuity payments;

(e) Due to your death before Annuity payments begin and paid with
six months of your death;

(f) As provided in Section 8.09; or

(g) To purchase Annuity payments on a life-contingent basis or
payments for a stated period on a fixed-only basis.]

Guaranteed Accumulation Account Minimum Guaranteed Interest Rate (see 7.02)

The interest rate will never be less than [3%] (effective annual
yield).

Withdrawal Restrictions Under the Code (see 8.03)

[Withdrawals are limited to the "restricted amount" which is the
sum of:
<PAGE>

(1) Contributions attributable to your salary reduction
contributions made on and after January 1, 1989; plus

(2) The net increase, if any, in the Individual Account value
after December 31, 1988 attributable to investment gains and
losses and credited interest.

Generally, withdrawals of the "restricted amount" are permitted
only when you have:

(a) Separated from service when certified by your employer;

(b) Attained age 59-1/2;

(d) Become disabled, as defined by the Code;

(e) Experienced financial hardship, as defined by the Code and as
the amount is limited by the Code(in this situation the amount
available is; or

(f) Met other circumstances as otherwise allowed by federal law,
regulations or rulings.

No limitations apply to salary reduction Contributions made and
earnings credited to such Contributions made on or before December
31, 1988.

In addition, any portion of an Individual Account representing
amounts transferred from a Code Section 403(b)(7) custodial
account will be subject to the restrictions set forth in the
Code.]

Withdrawal Charge (see 8.04)

For each withdrawal from an Individual Account, we may deduct a
withdrawal charge. This charge is a percentage of the amount
withdrawn. The withdrawal charge is as follows.

<TABLE>
<CAPTION>
[Number of Years Since Individual
Account Established] Withdrawal Charge
<S> <C>
[Fewer than 5 5%
5 or more, but fewer than 7 4%
7 or more, but fewer than 9 3%
9 or more, but fewer than 10 2%
10 or more 0%]
</TABLE>

The withdrawal charge will never exceed [8-1/2%] of total
Contributions, or the maximum permitted by National Association of
Securities Dealers, Inc. (NASD) rules.

Waiver of Withdrawal Charge (see 8.05)

The withdrawal charge does not apply when the withdrawal is:

(a) Used to purchase Annuity Payments;

(b) Used to purchase a single premium immediate annuity or
individual retirement annuity issued by ALIAC or one of its
affiliates, provided that the right to cancel under the new
Contract is not exercised. We will treat exercise of the right
to cancel as a reinstatement and any subsequent withdrawal may
then be subject to the withdrawal charge applicable on the
date of the withdrawal;

(d) In an amount equal to [10%] of the Individual Account value
when the withdrawal is the first partial withdrawal in a
calendar year and is made when you are at least age 59-1/2 and
not older than age 70-1/2 (not available when a systematic
distribution option is in effect);

(e) When we terminate an Individual Account as provided in 8.09;

(f) When the Individual Account value is [$3,500] or less and
during the previous 12 months no amounts have been withdrawn,
transferred, taken as a loan (if allowed under the Contract),
or used to purchase Annuity payments;

(g) If you have attained age 59-1/2 and, if applicable, have
completed nine Contribution periods;

(h) You have separated from service when certified by your
employer;

(i) Due to financial hardship, or hardship due to an unforeseeable
emergency, as defined in the Code; or

(j) Due to your death before Annuity payments begin.]
<PAGE>

Required Distributions (see 8.07)

[Generally, for Contributions made and earnings credited after
December 31, 1986, distribution must begin by April 1 of the
calendar year following the later of (1) the calendar year in
which you attain age 70-1/2, or (2) retire. For Individual Account
values as of December 31, 1986, distribution must begin by the
last day of the year in which you attain age 75 or retire,
whichever is later.

Distribution of benefits to a Participant who is a five percent
owner must begin by the April 1 following the calendar year in
which you attain age 70-1/2.

If the Contract Holder is a governmental entity or church,
distribution of Contributions and earnings credited to such
Contributions must be made or begin to be made no later than April
1 of the calendar year in which you attain age 70-1/2 or retire,
whichever is later.

In addition, any portion of an Individual Account representing
amounts transferred from a Code Section 403(b)(7) custodial
account will be subject to the restrictions set forth in the Code.

The entire Individual Account value must be distributed, or begin
to be distributed, over your life or life expectancy, or that of
you and a Beneficiary.]

Contract Beneficiary (see 10.02)

[The Contract Holder is the Contract beneficiary. You designate a
beneficiary under the Plan (the Plan beneficiary.]

C-CDA(99) Page
<PAGE>

Contract Schedule II.
Annuity Phase

Guaranteed Payment Period (see 11.03)

The period for which we will guarantee Annuity payments must be at
[least five years and no more than 30 years].

Mortality Table (see 11.04)

[Society of Actuaries' 1983 Table a.]

Maximum Number of Funds (see 11.07)

The maximum number of Funds is [five].

Fixed Annuity Minimum Guaranteed Interest Rate (see 11.08)

[3%] (annual basis).

Number of Annual Transfers Among Funds (see 11.11)

Each calendar year, we allow [five] transfers among funds.

Maximum Daily Charges to the Separate Account (see 11.12)

Charges to the Separate Account will never be more than the
following:

Mortality and Expense Risks Charge: [1.25%] (annual basis)
Administrative Charge: [0.25%] (annual basis)

C-CDA(99) Page
<PAGE>

Definitions
- --------------------------------------------------------------------------------

Accumulation Phase

The time between an Individual Account Effective Date and the date on which the
entire Individual Account value is used to purchase Annuity payments, or
otherwise distributed.

Aetna GET Fund (GET Fund)

The Aetna GET Fund is an Investment Option which may be available during the
Accumulation Phase. The GET Fund operates as a series offering. Each series is a
separate Fund.

Aetna Life Insurance and Annuity Company (ALIAC)

Aetna Life Insurance and Annuity Company, ("we," and "our," and "us" refer to
ALIAC).

Annuitant

The person whose life expectancy determines the amount and/or duration of the
payments under a life-contingent Annuity option.

Annuity

Payment of an income:

(a) For a stated period;

(b) For the life of one or two people; or

A fixed Annuity is one in which the payment amount does not vary. A variable
Annuity is one in which the payment amount may vary based on the net investment
results of the Funds.

Annuity Phase

The time during which we make Annuity payments.

Business Day

Each day our Home Office is open for business.

Code

The Internal Revenue Code of 1986, as it is amended from time to time.

Contract

This agreement between ALIAC and the Contract Holder.

Contract Holder

The entity or person named on the specifications page, to which the Contract is
issued.

Contribution

The payment, less any applicable premium tax, made to us during the Accumulation
Phase.

Effective Date

The date, shown on the specifications page, on which we issue the Contract or
establish an Individual Account.

Fixed Account

A Fixed Interest Option. The Fixed Account is an obligation of our General
Account.

Fixed Interest Options

Fixed Plus Account

A Fixed Interest Option. Limitations apply to withdrawals from the Fixed Plus
Account. The Fixed Plus Account is an obligation of our General Account.
<PAGE>

Fund

One of the variable Investment Options available under this Contract. The Funds
are open-end, registered investment management companies (mutual funds) in which
the Separate Account invests.

General Account

The account that holds our assets other than those held in the Separate Account
or Nonunitized Separate Account.

Guaranteed Accumulation Account (GAA)

Good Order

Instructions that are complete and clear enough to allow us to act without
exercising discretion.

Home Office

Our main office located at 151 Farmington Avenue, Hartford, Connecticut.

Individual Account

An account, or accounts (including, if applicable, employer and employee
accounts) established for you to maintain a record of transactions and the value
of Contributions as invested.

Investment Options

The Funds and Fixed Interest Options available under this Contract.

Maturity Date

The last day of a GAA guaranteed term. The last day of the guarantee period of
an Aetna GET Fund series.

Nonunitized Separate Account

A separate account that holds assets allocated to the Guaranteed Accumulation
Account.

Participant

A person who is covered under the retirement Plan or program for which this
Contract is issued and who has an interest in this Contract (you).

Plan

The retirement plan or program for which this Contract is issued.

Premium Tax

Any tax assessed by any governmental entity on Contributions or amounts used to
purchase Annuity payments.

Separate Account

An account that, through its subaccounts, buys and holds shares of the Funds.

Valuation Date

C-CDA(99) Page
<PAGE>

Section 1. General Contract Provisions
- --------------------------------------------------------------------------------

1.01 Entire Contract

The entire Contract consists of this document and any endorsements
incorporated.

The Plan, if applicable, is not part of the Contract and ALIAC is
not bound by its terms.

1.02 Nonparticipating Contract

This Contract is nonparticipating. The Contract Holder, you, or a
Contract beneficiary have no right to share in our earnings.

1.03 Control of Contract

This Contract is issued to fund a plan or program which provides
retirement income. Control of the Contract is as shown on Contract
Schedule I under Control of Contract.

1.04 Certificate

1.05 Incontestability

We will not cancel this Contract because of any error of fact.

1.06 Grace Period

Except as provided in 8.09, this Contract and all Individual
Accounts will remain in effect even if Contributions are not
continued.

1.07 Change of Contract

Only an ALIAC officer at the level of Vice President or higher, or
an officer with written authorization from a Vice President or
higher officer, may change the terms of this Contract. No other
ALIAC employee, agent or representative can change this Contract.

Except as noted below, this contract may be changed at any time by
written mutual agreement between the Contract Holder and ALIAC.
For changes we initiate requiring Contract Holder consent, we
notify the Contract Holder 60 days in advance of the change and
consider that the Contract Holder has agreed to the change unless
we receive written notice that the Contract Holder does not agree
to the change at least 30 days before the effective date of the
change.

If we propose a change requiring Contract Holder consent and the
Contract Holder does not agree to the change, we have the right to
not establish new Individual Accounts and to stop accepting
Contributions to existing Individual Accounts.

We will not change the guaranteed minimum interest rate for the
Fixed Account and Fixed Plus Account.

We have the right to change the following without Contract Holder
consent:

(a) Net Investment Factor (see 3.06) We may change the Net
Investment Factor by notifying the Contract Holder in writing
at least 30 days before the change becomes effective. If we do
this, the change will apply only to Individual Accounts
established, and Contributions received, after the effective
date of the change.

(b) Guaranteed Accumulation Account A Market Value Adjustment (see
7.10) We may change the GAA Market Value Adjustment (see 7.10)
by notifying the Contract Holder in writing at least 90 days
before the change becomes effective. If we do this, the change
will apply only to guaranteed terms offered in deposit periods
after the effective date of the change.

(c) Systematic Distribution Options (see 8.08) We may change the
systematic distribution options by notifying the Contract
Holder in writing at least 30 days before the change becomes
effective. If we do this, the change will not apply to you or
beneficiaries receiving payments under the option before the
effective date of the change.

(d) Annuity Options (see 11.02)
<PAGE>

We may change Annuity Options by notifying the Contract Holder in
writing at least 30 days before the effective date of the change.
If we do this, the change will not take effect until at least 12
months after the Effective Date of the Contract, or until at least
12 months after any previous change. Any change will not apply to
you or beneficiaries receiving Annuity payments before the
effective date of the change.

(e) Mortality Table (see 11.04) We may change the mortality table
by notifying the Contract Holder in writing at least 30 days
before the effective date of the change. If we do this, the
new table will not apply to Individual Accounts established
before the Effective Date of the change.

In addition, we may change this Contract as required to comply
with state and federal law without Contract Holder consent by
notifying the Contract Holder at least 30 days before the
effective date of the change.

Any unilateral change will not apply to Individual Accounts
established before the effective date of the change, but will
apply to Individual Accounts established on or after the change
becomes effective. If we make a unilateral change, the Contract
Holder or you, as applicable, are permitted to terminate
participation in the Contract before the effective date of the
change under the terms of the Contract in effect prior to the
effective date of the change.

We will make any change of Contract by endorsement, which may be
subject to regulatory approval in the state where the Contract is
issued.

1.08 Payments

We make payments as directed by the Contract Holder or you, as
applicable. Payment requests must be in writing or as we otherwise
allow in our administrative practice. We determine the amount of
any payment based on the Individual Account value as of the
Valuation Date following our receipt of a payment request in Good
Order at our Home Office. Generally, we make payments within seven
calendar days.

1.09 Deferral of Payment

We may defer payment up to a period of six months or as otherwise
provided by state and/or federal law.

1.10 Proof of Age

If a life-contingent Annuity option is elected, we may require
proof of the age of an Annuitant.

1.11 Evidence of Survival

We may require proof that any Annuitant under a life-contingent
Annuity option is living.

1.12 Misstatements and Adjustments

If we learn that the age of any Annuitant or second Annuitant is
misstated, we will use the correct age to adjust payments. We
reserve the right to obtain reimbursement, or to adjust future
payments for any amount we overpaid. We will pay the amount of any
underpayment.

1.13 Reports

Each calendar year we provide the Contract Holder or you, as
applicable, with a report of the Individual Account value. We also
provide an annual report for the Separate Account.

1.14 State Laws

This Contract complies with the laws of the state in which it is
delivered. Any cash, death or Annuity payments are equal to or
greater than the minimum required. To determine legal reserve
valuation, we use Annuity tables required by law; such tables may
be different from those we use to determine Annuity payments.

1.15 Claims of Creditors

Individual Accounts are not subject to the claim of any creditor
of the Contract Holder, you, or any Beneficiary, except to the
extent permitted by law.

1.16 Maintenance Fee

We may deduct an annual maintenance fee during the Accumulation
Phase.
<PAGE>

The amount of the maintenance fee, if any, for this Contract will
never be more than the amount shown on Contract Schedule I under
Maximum Maintenance Fee.

The fee, if any, is deducted proportionately from each Investment
Option in which the Individual Account is invested on the
anniversary of the Individual Account Effective Date. The fee is
also deducted if the entire Individual Account value is withdrawn.
No fee is deducted, however, when a full withdrawal occurs within
90 calendar days of the date on which the fee was last deducted.

If you have more than one Individual Account, we may deduct the
fee proportionately from all Individual Accounts. We may eliminate
the fee for an Individual Account established with one
Contribution.

1.17 Charges for Additional Services

At the request of the Contract Holder, we, or our authorized
representatives, may provide administrative services to the Plan.
We reserve the right to charge for such services.

1.18 Charges Subject to Change

The maintenance fee (see 1.15) and charges to the Separate Account
(see 3.07) may vary (increase, decrease, or be eliminated) based
on the total assets held in all Individual Accounts under the
Contract. In determining total assets, we may aggregate Individual
Accounts established under different ALIAC contracts. The
aggregate amount is equal to the sum of assets in all Individual
Accounts under this Contract, plus the value of Individual
Accounts under other ALIAC contracts of the same class issued to
the Contract Holder. We may determine the amount of the
maintenance fee and/or charges to the Separate Account based on
total assets on an annual basis. We will determine initial charges
based on our estimate of the amount that will be allocated to the
Contract during the first two years.

Part I. Accumulation Phase

Section 2. Contributions and Individual Account Value
- --------------------------------------------------------------------------------

2.01 Contributions

We allocate Contributions in whole percentages among the
Investment Options available as directed by the Contract Holder or
you, as applicable. Changes in future Contribution allocation may
be made at any time, without charge. The Contract Holder or you,
as applicable, may also establish an Individual Account with a
lump-sum Contribution.

We reserve the right to establish minimum Contribution amounts and
to refuse to accept any Contribution.

Contributions to Individual Accounts may be limited as provided in
the Code. The limits, if any, are shown on Contract Schedule I
under Contribution Limits.

2.02 Premium Tax

We pay any applicable premium tax when it is due. We will deduct
the amount of any applicable premium tax from the Individual
Account value no earlier than when there is a tax liability.

2.03 Individual Account

We will establish an Individual Account for you.

If required, we will provide accounts that distinguish between
your Contributions and those of your employer.

2.04 Experience Credit

We may apply experience credits (investment, administrative,
mortality or other) under this Contract and may apply such credits
as:

(a) A reduction in the maintenance fee;

(b) A reduction in the mortality and expense risks charge to the
Separate Account;

(d) An increase in a Fixed Interest Option interest rate.
<PAGE>

We will apply experience credits at our sole discretion as we deem
appropriate for the class of contracts to which the Contract is
issued.

2.05 Individual Account Value

As of the most recent Valuation Date, the Individual Account value
is equal to the total of all Contributions:

(a) Plus any interest added on the amount, if any, allocated to a
Fixed Interest Option(s),

(b) Plus or minus the investment experience on the amount, if any,
held in the Separate Account;

(c) Minus any applicable maintenance fees, any amounts withdrawn,
or used to purchase Annuity payments, or any applicable
premium tax; and

(d) Minus any applicable fees or charges deducted.

Section 3. Separate Account
- --------------------------------------------------------------------------------

3.01 General

The Separate Account, established under Title 38a, Section 38a-433
of the Connecticut General Statutes, buys and holds shares of the
Funds available. The Separate Account is registered as a unit
investment trust under the Investment Company Act of 1940.

We own the assets held in the Separate Account; we are not a
trustee of those assets. Income, gains or losses, realized or
unrealized, are credited to or charged against the Separate
Account without regard to our other income, gains or losses.
Except to the extent of reserves and other Contract liabilities,
Separate Account assets cannot be charged with liabilities arising
out of any other business we conduct.

3.02 Funds Available

We reserve the right to limit the number of Funds in which an
Individual Account may be invested, at one time or cumulatively,
during the Accumulation Phase and/or Annuity Phase.

3.03 Change or Substitution of Funds

We reserve the right to stop offering any Fund or to add Funds. We
may substitute shares of a Fund for shares of another Fund. We
will provide the Contract Holder with reasonable advance notice of
any elimination, addition or substitution of a Fund. If the Plan
is subject to ERISA, we will seek Contract Holder consent in
advance of any Fund substitution. Consent will be deemed given
unless, following notice of substitution and within a prescribed
time period, the Contract Holder notifies us in writing that it
does not consent and provides us with alternative investment
instructions for the shares that would otherwise be affected by
the substitution.

3.04 Accumulation Units

Each Contribution allocated to one or more of the Funds is
credited to an Individual Account as accumulation units. The
number of accumulation units is calculated by dividing the amount
of the Contribution allocated to the Fund by the accumulation unit
value (see 3.05) as of the next Valuation Date after the
Contribution is received at our Home Office in Good Order.

3.05 Accumulation Unit Value

The value of each accumulation unit for any Fund for each
Valuation Date is computed by multiplying the net investment
factor (see 3.06) by the accumulation unit value for such
Valuation Date.

accumulation unit values may increase or decrease from Valuation
Date to Valuation Date.

3.06 Net Investment Factor

The net investment factor is used to compute the accumulation unit
value for any Fund.

For each Valuation Date, for each Fund, the net investment factor
is equal to 1.0000000, plus the net return rate.

The net return rate equals:

[a - b - c]
-------------- - e - f
d
<PAGE>

Where:

a is the value of the shares of the Fund held by the Separate
Account at the end of a Valuation Period;

b is the value of the shares of the Fund held by the Separate
Account at the start of the Valuation Period;

c is taxes or provisions for taxes, if any, on the Separate
Account (with any federal income tax liability offset by
foreign tax credits to the extent allowed);

d is the total value of the accumulation units and annuity
units of the Separate Account at the start of the Valuation
Period;

e is Separate Account daily charges for mortality and expense
risks and a daily administrative charge as shown on Contract
Schedules I and II under Daily Charges to the Separate
Account; and

The net return rate may be greater or less than zero percent.

3.07 Charges to the Separate Account

During the Accumulation Phase, we may deduct a mortality and
expense risks charge from the Individual Account value invested in
the Separate Account. In addition, we reserve the right to impose
an administrative charge.

The charges to the Separate Account are shown on Contracts
Schedules I under Maximum Daily Charges to the Separate Account
and are deducted daily.

3.08 Separate Account Transfers

During the Accumulation Phase, any portion or all of the
Individual Account value held in a Fund may be transferred to any
other Fund or any available Fixed Interest Option. The Individual
Account value will be based on the Fund's accumulation unit value
next determined after we receive a transfer request in Good Order.

3.09 Withdrawals from the Separate Account

If the Contract Holder or you, as applicable, requests a partial
or full withdrawal (see 8.02) from the Funds, a withdrawal charge
may apply (see 8.04).

Section 4. Aetna GET Fund (GET Fund)
- --------------------------------------------------------------------------------

The following provisions apply if the GET Fund is available as shown on Contract
Schedule I under Aetna GET Fund Availability.

4.01 GET Fund Guarantee Period

For each GET Fund series, the period for which the GET Fund
Guarantee applies. The Guarantee Period ends on the Maturity Date.

4.02 GET Fund Offering Period

The period, usually from one to three months, during which the
Contract Holder or you, as applicable, may allocate (transfer or
deposit) amounts to a GET Fund series. Each GET Fund series has a
specific offering period.

We will specify a minimum total asset amount required at the end
of an offering period to offer a GET Fund series. If the minimum
is not achieved, we reserve the right to not start the Guaranteed
Period. If a GET Fund series is terminated, we will send written
notification to all Contract Holders or you, as applicable, who
have made allocations to that GET Fund series. We inform Contract
Holder or you, as applicable, no later than 15 days after the end
of the offering period. The Contract Holder or you, as applicable,
then has 45 days from the end of the offering period to reallocate
the amount allocated to the GET Fund to any other available
Investment Options. During this time, GET Fund assets are invested
in money market instruments. If Contract Holder or you, as
applicable, makes no election by the end of the 45-day period, at
the next Valuation Date, we will allocate the amount in the
terminated GET Fund series to the money market fund.
<PAGE>

We reserve the right to specify a maximum total asset amount for a
GET Fund series. If the maximum is achieved, we reserve the right
to set a date on which we will stop accepting allocations for that
GET Fund series. We will announce the date on which we will stop
accepting transfer and allocations 10 days prior to that date.

4.03 GET Fund Guarantee

On the Maturity Date of each GET Fund series, the GET Fund
accumulation unit value for that series will not be less than the
Fund accumulation unit value determined at the close of business
on the last day of the offering period. If necessary to offset any
shortfall in the GET Fund accumulation unit value, we will
transfer funds from our General Account to the GET Fund. The GET
Fund guarantee does not apply to transfers or withdrawals made
before the Maturity Date.

A daily charge is assessed on the amount, if any, allocated to the
GET Fund. This charge for the GET Fund guarantee will range
between 0.25% and 1.25% on an annual basis (the prospectus for
each GET Fund series offering provides the charge applicable to
that offering).

4.04 GET Fund Maturity Date

The GET Fund Maturity Date is the date on which the guarantee
period ends and GET Fund accumulation units are liquidated.

Prior to the Maturity Date for each series, we send a written
notice to each Contract Holder or you, as applicable, who has an
Individual Account value in that series. In response, the Contract
Holder or you, as applicable, must tell us to which available
Investment Option to transfer the amount in the GET Fund on the
Maturity Date. If we do not receive instructions, on the Maturity
Date we transfer the portion of the Individual Account value held
in the GET Fund to another GET Fund series, if available. If no
GET Fund series is available, we transfer the amount to the Fund
or Funds we designate.

4.05 Transfers or Withdrawals from the GET Fund

Transfers or withdrawals from the GET Fund before the Maturity
Date are based on the GET Fund Unit value for the Valuation Date
next following the date on which we receive the request in Good
Order (see 8.01 and 8.02).

Section 5. Fixed Account
- --------------------------------------------------------------------------------

The following provisions apply if the Fixed Account is available as shown on
Contact Schedule I under Fixed Interest Options Available.

5.01 Fixed Account Minimum Guaranteed Interest Rate

The Fixed Account minimum guaranteed interest rate is shown on
Contract Schedule I under Fixed Account Minimum Guaranteed
Interest Rate.

Each calendar year, we will set an annual minimum guaranteed
interest rate which will apply to all amounts held in the Fixed
Account during the calendar year. The one year minimum guaranteed
interest rate will be established prior to each calendar year and
will be made available to the Contract Holder or you, as
applicable, in advance of the calendar year. We, at our
discretion, may credit a higher interest rate, which is not
guaranteed; we will make the current rate, and the period for
which it will be credited, available to the Contract Holder or
you, as applicable.

5.02 Transfers from the Fixed Account

During each rolling 12-month period, the percentage shown on
Contract Schedule I under Fixed Account Annual Transfer Limit of
the amount in the Fixed Account may be transferred to any
available Investment Option. The amount available for transfer
will be based on the Individual Account value in the Fixed Account
as of the January 1 preceding the transfer request. There is no
limit on the amount that may be transferred to the Fixed Plus
Account. We may, on a temporary basis, allow transfer of a larger
percentage.

5.03 Withdrawals from the Fixed Account
<PAGE>

If the Contract Holder or you, as applicable, requests a partial
or full withdrawal (see 8.02) from the Fixed Account, a withdrawal
charge may apply (see 8.04).

Section 6. Fixed Plus Account
- -------------------------------------------------------------------------------

The following provisions apply if the Fixed Plus Account is available as shown
on Contract Schedule I under Fixed Interest Options Available.

6.01 Fixed Plus Account Minimum Guaranteed Interest Rate

The Fixed Plus Account minimum guaranteed interest rate is shown
on Contract Schedule I under Fixed Plus Account Minimum Guaranteed
Interest Rate.

Each calendar year, we will set an annual minimum guaranteed
interest rate which will apply to all amounts held in the Fixed
Plus Account during the calendar year. The one year minimum
guaranteed interest rate will be established prior to each
calendar year and will be made available to the Contract Holder or
you, as applicable, in advance of the calendar year. We, at our
discretion, may credit a higher interest rate, which is not
guaranteed; we will make the current rate, and the period for
which it will be credited, available to the Contract Holder or
you, as applicable.

6.02 Transfers from the Fixed Plus Account

During each rolling 12-month period, the percentage shown on
Contract Schedule I under Fixed Plus Account Annual Transfer and
Withdrawal Limit of the amount in the Fixed Plus Account may be
transferred to any available Investment Option.

The amount available for transfer is based on the Individual
Account value in the Fixed Plus Account on the January 1 preceding
the transfer request reduced by any amount withdrawn, transferred,
taken as a loan (if allowed under the Contract) or used to
purchase Annuity payments during the previous 12 months. In
addition, we reserve the right to reduce the amount available for
transfer by amounts withdrawn under a systematic distribution
option.

We reserve the right to waive the transfer limit when the amount
in the Fixed Plus Account is $2,000 or less. In addition, 20% of
the amount in the Fixed Plus Account may be transferred in each of
four consecutive 12-month periods with the balance transferred in
the succeeding 12-month period subject to the following
conditions:

(a) During the five-year period, no additional amounts are
allocated to or transferred from the Fixed Plus Account;

(b) we will include any amount transferred, taken as a loan (if
allowed under the Contract) or used to purchase Annuity
payments during the prior 12-month period when calculating the
amount which equals 20%; and

(c) we reserve the right to include amounts paid under a
systematic distribution option when calculating the amount
which equals 20%.

6.03 Partial Withdrawals from the Fixed Plus Account

During each rolling 12-month period, the percentage shown on
Contract Schedule I under Fixed Plus Account Transfer and
Withdrawal Limit may be withdrawn from the Fixed Plus Account.

The amount available for withdrawal is based on the amount of the
Individual Account value in the Fixed Plus Account on the January
1 preceding the withdrawal request reduced by any amount
withdrawn, transferred, taken as a loan (if allowed under the
Contract), or used to purchase Annuity payments during the
preceding 12-month period. In addition, we reserve the right to
reduce the amount available by deducting any amount withdrawn
under a systematic distribution option.

The withdrawal limit does not apply when the partial withdrawal
is:

(a) Due to your death during the Accumulation Phase and is made
within six months of the date of death (this exception applies
to only one partial withdrawal);

(b) Used to purchase Annuity payments; or

6.04 Full Withdrawal of the Total Amount in the Fixed Plus Account
<PAGE>

The Contract Holder, or you, as applicable, may withdraw the full
amount held in the Fixed Plus Account. When we receive a request
for a full withdrawal, no additional transfers, partial
withdrawals or loans (if allowed under the Contract) are allowed.

The Individual Account value held in the Fixed Plus Account may be
withdrawn as shown on Contract Schedule I under Full Withdrawal
from the Fixed Plus Account.

No withdrawal charge applies to amounts withdrawn.

The Contract Holder or you, as applicable, may cancel a full
withdrawal request from the Fixed Plus Account at any time.

6.05 Waiver of Fixed Plus Account Full Withdrawal Provision

The restriction on payment of a full withdrawal from the Fixed
Plus Account (see x.xx) does not apply to any of the circumstances
shown on Contract Schedule I under Waiver of Fixed Plus Account
Full Withdrawal Provision.

Section 7. Guaranteed Accumulation Account (GAA)
- --------------------------------------------------------------------------------

7.01 Nonunitized Separate Account

The Nonunitized Separate Account is established under Title 38a,
Section 38a-433 of the Connecticut General Statutes. There are no
discrete units for this account. We own the assets held in the
Nonunitized Separate Account; we are not a trustee of those
assets. Income, gains or losses, realized or unrealized, are
credited to or charged against the Nonunitized Separate Account
without regard to our other income, gains or losses. Except to the
extent of reserves and other Contract liabilities, Nonunitized
Separate Account assets cannot be charge with liabilities arising
out of any other business we conduct.

7.02 GAA Minimum Guaranteed Interest Rate

All Contributions allocated to a GAA guaranteed term (see 7.04)
earn a rate of interest which we determine and which is guaranteed
when the Contribution remains in the guaranteed term until the
Maturity Date. The rate credited will never be less than the
minimum interest rate shown on Contract Schedule I under
Guaranteed Accumulation Account Minimum Guaranteed Interest Rate.

For guaranteed terms of one year or less, one guaranteed rate is
credited for the full guaranteed term. For longer guaranteed
terms, we may credit an initial guaranteed interest rate from the
date of deposit to the end of a specified period within the
guaranteed term. We may credit different interest rates for
subsequent specified periods throughout the guaranteed term.

7.03 Deposit Period

A deposit period is the period of time we determine during which
we accept allocations (Contributions, transfers, or reinvestments)
to one or more guaranteed terms. We reserve the right to extend
the deposit period.

7.04 Guaranteed Term

A guaranteed term is the period of time for which we guarantee the
declared interest rate for allocations (Contributions, transfers,
or reinvestments) to GAA guaranteed terms. We may offer guaranteed
terms ranging in duration from one to ten years. During each
deposit period, we may offer more than one guaranteed term of
varying lengths. The guaranteed term begins the day after the
deposit period ends. The Contract Holder or you, as applicable,
may allocate new Contributions or transfers to any or all
guaranteed terms available in the current deposit period.

7.05 Guaranteed Term Groups

A guaranteed term group is comprised of all GAA guaranteed terms
of the same duration.

7.06 Maturity Date, Maturity Value and Reinvestment

rates for each) available during the then-current deposit period.
The Contract Holder, or you, as applicable, may then tell us how
to allocate the maturity value.

If the Contract Holder or you, as applicable, does not tell us how
to reinvest the maturity value, we reinvest it in a guaranteed
term of the same duration if one is available. If no guaranteed
term of the same duration is available, we reinvest the maturity
value in the guaranteed term with the next shortest duration. If
no shorter guaranteed term is available, we reinvest the maturity
value in the next longest term. We mail a confirmation of
reinvestment. The confirmation includes the guaranteed term in
which we have reinvested the maturity value and the guaranteed
interest rate for that term.

If we have reinvested the maturity value, during the month
following the Maturity Date, the Contract Holder or you, as
applicable, may transfer or withdraw the reinvested amount, with
interest earned (as of the date we receive the request) without
incurring a Market Value Adjustment.

7.07 Transfers and Withdrawals from the GAA

Except as noted below, the Contract Holder or you, as applicable,
may transfer any portion or all of the amount held in the GAA.
Transfers or withdrawals before the Maturity date may be subject
to a Market Value Adjustment (see 7.10). Amounts invested in a
guaranteed term may not be transferred during the deposit period
or for a period of 90 days after the close of the deposit period.

Unless directed otherwise, when the Contract Holder or you, as
applicable, requests a transfer or withdrawal from the GAA, we
withdraw amounts proportionately from each guaranteed term in
which the Individual Account is invested. Within a guaranteed term
group, we withdraw first from the oldest deposit period and then
from the next oldest and so on until the amount requested is
withdrawn.

7.08 Application of the Market Value Adjustment

Transfers or withdrawals from the GAA before the Maturity date are
subject to a Market Value Adjustment, except for:

(a) A one-month period following the Maturity Date on which we
have automatically reinvested the value on the Maturity Date;

(b) Distributions under certain systematic distribution options;
and

(c) When the withdrawal is equal to the minimum distribution
amount required under the Code, using a method permitted by
the Code and which we offer.

If the amount withdrawn is used to purchase life-contingent
Annuity payments, the Market Value Adjustment applies only if it
is positive.

For withdrawals and transfers from the GAA made (1) within six
months of your death; or (2) to purchase Annuity payments under a
life-contingent Annuity option, the amount withdrawn from the GAA
is the greater of:

(a) The aggregate MVA amount which is the sum of all market value
adjusted amounts calculated due to a withdrawal before the
Maturity Date (which may be positive or negative); or

(b) The amount in the GAA.

For withdrawals made after the six month period following death,
the withdrawal or transfer amount is the aggregate MVA amount.

An MVA applies to amounts withdrawn to purchase Annuity payment
under a period certain Annuity option.

We may change the GAA Market Value Adjustment by notifying the
Contract Holder in writing at least 90 days before the change
becomes effective. Any such change will apply only to guaranteed
terms offered in deposit periods after the effective date of the
change and will apply to existing and new Individual Accounts.

7.09 Market Value Adjustment (MVA)

The Market Value Adjustment reflects any change in yields on U.S.
Treasury Notes from the time an amount is allocated to a GAA
guaranteed term to the time of a transfer or withdrawal prior to
the Maturity Date. When the Market Value Adjustment is applied,
the amount transferred or withdrawn from the GAA is multiplied by
a factor which is calculated as follows:
<PAGE>

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

Where:

I is the deposit period yield

j is the current yield

x is the number of days remaining (computed from
Wednesday of the week of withdrawal) in the
guaranteed term.

The deposit period yield and the current yield are determined as
follows:

Deposit Period Yield

At the close of the last business day of each week of a
deposit period, we compute a yield that is the average of
the yields on U.S. Treasury Notes which mature in the last
three months of the guaranteed term. The deposit period
yield is the average of those yields for the deposit
period. If a withdrawal is made prior to the close of the
deposit period, the deposit period yield is the average of
the yields of U.S. Treasury Notes for each week preceding
the withdrawal. In the event that no U.S. Treasury Notes
will mature in the last three months of the guaranteed
term, we reserve the right to use the U.S. Treasury Notes
that mature in a following quarter.

Current Yield

The Current Yield is the average of the yields of the same
U.S. Treasury Notes used to calculate the deposit period
yield on the last business day of the week preceding
withdrawal.

Section 8. Transfers, Withdrawals and Distributions
- --------------------------------------------------------------------------------

8.01 Transfers

During the Accumulation Phase, the Contract Holder or you, as
applicable, may transfer all or any portion of the Individual
Account value among the available Investment Options. The
Individual Account value on any amount transferred from a Fund
will be based on the Fund's accumulation unit value next
determined after we receive the transfer request In Good Order.

The Contract Holder or you, as applicable, may request a transfer
by properly completing a transfer request form and sending it to
our Home Office, or by otherwise complying with our administrative
procedures. We reserve the right to establish a minimum transfer
amount.

8.02 Withdrawals

As allowed by the Plan, if applicable, and subject to provisions
of the Code (see 8.03), during the Accumulation Phase, the
Contract Holder or you, as applicable, may withdraw any portion or
all of the Individual Account value. The Individual Account value
of any amount withdrawn from a Fund will be based on the Fund's
accumulation unit value next determined after we receive the
transfer request In Good Order.

The Contract Holder or you, as applicable, may request a
withdrawal by properly completing a withdrawal request form and
forwarding it to our Home Office, or by otherwise complying with
our administrative procedures. Unless the Contract Holder or you,
as applicable, requests otherwise, the withdrawal will be made pro
rata from the Investment Options in which the Individual Account
is invested.

8.03 Withdrawal Restrictions Under the Code

The Code may impose restrictions on the amount and timing of
withdrawals. The restrictions, if any, applicable to this Contract
are shown on Contract Schedule I under Withdrawal Restrictions
Under the Code. Withdrawals that do not comply with the Code may
be subject to tax penalties.

8.04 Withdrawal Charge

Options (except, if applicable, the Fixed Plus Account). The
withdrawal charge will never exceed 8.5% of the total amount of
Contributions.

The withdrawal charge, if any, is shown on Contract Schedule I
under Withdrawal Charge.

8.05 Waiver of Withdrawal Charge

The withdrawal charge (see 8.04) does not apply in any of the
circumstances shown on Contract Schedule I under Waiver of
Withdrawal Charge.

In addition, we reserve the right to reduce, waive or eliminate
the withdrawal charge.

8.06 Reinstatement

Within 30 days after a withdrawal, the Contract Holder or you, as
applicable may elect to reinstate all or a portion of the proceeds
of a full withdrawal if allowed by applicable law. We must receive
the reinstated amount within 60 days of the withdrawal.

Any maintenance fee and withdrawal charge imposed at the time of
the withdrawal is included in the reinstatement. If only a portion
of the amount withdrawn is reinstated, the amount of any
maintenance fee and withdrawal charge deducted will be restored
proportionally. The amount of any market value adjustment deducted
from any amount withdrawn from GAA is not included in the amount
reinstated.

Any amount reinstated to the GA Account will be credited to
guaranteed terms available in the current deposit period. We will
reinvest it in a guaranteed term of the same duration if one is
available. If no guaranteed term of the same duration is
available, we reinvest the maturity value in the guaranteed term
with the next shortest duration. If no shorter guaranteed term is
available, we reinvest the maturity value in the next longest
term.

Amounts withdrawn from a GET Fund series are reinstated to the
current offering period if one is available. If no GET Fund
offering period is available, any amount withdrawn from the GET
Fund is reinstated equally among all other Investment Options in
which the Individual Account is invested.

Amounts are reinstated among the Investment Options in the same
proportion as they were held at the time of withdrawal, except, as
noted above, for amounts from the GET Fund. Any maintenance fee
which falls due after the withdrawal and before the reinstatement
is deducted from the amount reinstated.

The number of accumulation units reinstated to any Fund is based
on the accumulation unit value(s) next computed after we receive
the reinstatement request in Good Order at our Home Office.

Reinstatement is permitted only once.

8.07 Required Distributions

While an Individual Account remains in the Accumulation Phase, the
Code may require distribution of all or a portion of the
Individual Account value. The Contract Holder, you or Contract
beneficiary, as applicable, must tell us when to begin
distributions. We have no responsibility for adverse tax
consequences as the result of the Contract Holder, you or Contract
beneficiary, as applicable, not complying with minimum
distribution requirements.

The distribution requirements, if any, are shown on Contract
Schedule I under Required Distributions.

Generally, to meet distribution requirements, the Contract Holder,
you or Contract beneficiary, as applicable, may request partial
withdrawals, a systematic distribution option (see 8.08) or an
annuity option.

8.08 Systematic Distribution Options (SDOs)

During the Accumulation Phase, we may offer one or more
distribution options under which we make regularly scheduled
automatic partial distributions of the Individual Account value.
To request an SDO, the Contract Holder, you or Contract
beneficiary, as applicable, must complete an SDO election form and
forward it to our Home Office.

Each option is available without discrimination to any class of
Contracts. The availability of any specific option may be subject
to terms and conditions applicable to that option. We may
discontinue the availability of an SDO option for future election;
payments will, however, continue to you if you elected the option
before the date it is no longer available.

8.09 Individual Account Termination
<PAGE>

If the Individual Account value is $3,500 or less, and we have
received no Contributions for 12 months, we reserve the right to
terminate an Individual Account. Before we do this, we notify the
Contract Holder or you, as applicable, 90 days in advance. When we
terminate an Individual Account, we do not deduct a withdrawal
charge. We do not exercise this right when the Individual Account
value is $3,500 or less due to investment performance.

Section 9. Loans
- --------------------------------------------------------------------------------

9.01 Loan Availability

If loans are available under the Contract, a loan endorsement is
attached.

Section 10. Death Benefit During the Accumulation Phase
- --------------------------------------------------------------------------------

10.01 Death Benefit

If you die during the Accumulation Phase, we pay a death benefit.
The amount of the death benefit is the Individual Account value as
of the Valuation Date following the date we receive acceptable
proof of death at our Home Office (see 7.10 for amounts in the
GAA).

10.02 Contract Beneficiary

The Contract beneficiary is shown on Contract Schedule I under
Contract beneficiary. Generally, you may name a beneficiary under
the Plan (the Plan beneficiary). If allowed by the Plan, when
designating the Beneficiary, the Contract Holder or you, as
applicable, may specify, the form of payment as permitted by the
Code. The Contract beneficiary and the form of payment, if
applicable, may be designated or changed in writing or as we may
otherwise allow in our administrative procedures.

10.03 Distribution of Death Benefit

Generally, if the Plan beneficiary is your surviving spouse,
distribution of the death benefit must begin no later than the
year the you have attained age 70-1/2 or any other date allowed
under federal law or regulations.

If the Plan beneficiary is not the your surviving spouse,
generally, the death benefit must be used to purchase Annuity
payments within one year of the year of your death or otherwise
paid within five years of the year of your death.

Annuity payments to a Plan beneficiary may not extend beyond the
period specified in the Code.

Part II. Annuity Phase

Section 11. General Provisions
- --------------------------------------------------------------------------------

11.01 Election

The Contract Holder, you, a Contract or Plan beneficiary, as
applicable, may elect an Annuity option by properly completing an
election form and forwarding it to our Home Office no later than
30 days before the desired first Annuity payment date. All
elections of an Annuity option must comply with the minimum
distribution requirements of Code Section and any applicable laws
and regulations.

All or any portion of the Individual Account value (after the
deduction of any applicable premium tax) may be used to purchase
Annuity payments (for amounts from the GAA, see 7.08).

The Contract Holder, you, a Contract or Plan beneficiary, as
applicable, must also select an Annuity option (see 11.03) and the
Investment Option(s) (see 11.06).

Once payments begin, an Annuity option may not be changed.

11.02 Change of Annuity Provisions

change to Annuity options or the mortality table used to calculate
payment rates will not apply to Individual Accounts established
before the effective date of the change.

11.03 Annuity Options

The Contract Holder, you, a Contract or Plan beneficiary, as
applicable, must elect one of the following:

Payments for a Stated Period

This option provides payments for a stated period. The number of
years in the stated period must fall within the range shown on
Contract Schedule II under Guaranteed Payment Period.

If payments for this option are under a Variable Annuity, the
present value of any remaining payments may be withdrawn at any
time. If a withdrawal is requested within five years of the first
payment, the lump sum payment is treated as a withdrawal during
the Accumulation Phase and any applicable withdrawal charge
applies (see 8.04).

If the payments are fixed-only, an annual increase of one, two or
three percent (compounded annually) may be elected at the time the
Annuity option is chosen (if permitted by the Code).

Life Income for One Annuitant

This option provides payments for the life of the Annuitant. If
this option is elected, the Contract Holder, you, or a Contract
beneficiary, as applicable, must also choose one of the following:

(a) Payments cease at the death of the Annuitant; or

(b) Payments are guaranteed for a period within the range shown on
Contract Schedule II under Guaranteed Payment Period; or

Under (a) or (b), if the payments are fixed-only, an annual
increase of one, two or three percent (compounded annually) may be
elected at the time the Annuity option is chosen (if permitted by
the Code).

Life Income for Two Annuitants

This option provides payments for the lives of the Annuitant and a
second Annuitant. Payments continue until both Annuitants have
died. If this option is elected, the Contract Holder, you, or a
Contract or Plan beneficiary, as applicable, must also choose one
of the following:

(a) 100% of the payment amount to continue after the first death;
or

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

(e) 100% of the payment amount to continue at the death of the
specified second Annuitant and 50% of the payment amount to
continue at the death of the specified Annuitant; or

Under (a) or (d), if the payments are fixed-only, an annual
increase of one, two or three percent (compounded annually may be
elected at the time the Annuity option is chosen (if permitted by
the Code).

Other Options

We may make other options available.

11.04 Mortality Table

The mortality table used for calculating Annuity payments for life
is shown on Contract Schedule II under Mortality Table.

To calculate the payments for a fixed Annuity, or a variable
Annuity guaranteed first payment, we use the Annuitant's and, if
applicable, the second Annuitant's, adjusted age. The adjusted age
is the person's age as of his or her nearest birthday closest to
the day Annuity payments begin, reduced as follows:
<PAGE>

(a) Reduced by one year for payments before January 31, 1999;

(b) Reduced by two years for payments beginning during the period
from January 1, 2000 through December 31, 2009;

11.05 Minimum First Payment Amount

11.06 Investment Options

When an Annuity option is elected, the Contract Holder, you, a
Contract or Plan beneficiary, as applicable, must also select:

(a) A fixed Annuity;

(b) A variable Annuity for which the underlying investment is one
or more of the available Funds; or

For a variable Annuity, the maximum number of Funds available
during the Annuity Phase is shown on Contract Schedule II under
Maximum Number of Funds. The Contract Holder, you, or a Contract
beneficiary, as applicable, may transfer amounts allocated to
Funds during the Annuity Phase.

If a fixed Annuity is elected, we will use the applicable current
settlement option rates if these will provide high fixed Annuity
payments.

11.07 Fixed Annuity Minimum Guaranteed Interest Rate

For a Fixed Annuity, the interest rate is never less than the
minimum guaranteed rate shown on Contract Schedule II under Fixed
Annuity minimum Guaranteed Interest Rate.

11.08 Fixed Annuity Payment Amount

11.09 Variable Annuity Funds

The Funds available during the Annuity Phase may not be the same
as those available during the Accumulation Phase.

11.10 Variable Annuity Transfers

If a variable Annuity is elected, the Contract Holder, you, or a
Contract or Plan beneficiary, as applicable, may request that we
transfer all or a portion of the amount allocated to a Fund to any
other available Fund. Transfer requests must be expressed as a
percentage of the allocation among the Funds on which the variable
payment is based. The number of transfers allowed each calendar
year is shown on Contract Schedule II under Number of Annual
Transfers Among Funds. We reserve the right to allow additional
transfers. Transfers are effective as of the next Valuation Date
after we receive a transfer request in Good Order at our Home
Office.

11.11 Variable Annuity Payment Amount

The first variable Annuity payment is calculated by multiplying
the Individual Account value (minus any applicable premium tax),
by an Annuity rate per $1,000. The Annuity rate is calculated
based on:

(a) The Annuity option elected;

(b) Payment frequency;

(d) The adjusted age of the Annuitant(s).
<PAGE>

The Contact Holder, you, or a Contract or Plan beneficiary, as
applicable, must elect an AIR of 3.5% or 5.0%. Sample rates for
each AIR are shown on the charts beginning on page xx.

After the first payment, payment amounts are determined by
comparing the performance of the net investment rate (NIR) of the
Fund(s) to the AIR. For the amount of the payment to stay the
same, or increase, the NIR of the Fund)s) must be equal to or
greater than the AIR after the deduction of the daily mortality
and expense risks charge and any applicable administrative charge.
The amount of the daily mortality and expense risks charge and the
administrative charge are shown on Contract Schedule II under
Separate Account Daily Mortality and Expense Risks Charge and
Separate Account Daily Administrative Charge. If the NIR is less
than the AIR, the payment amount decreases.

The assumed investment rate for 3.5% is 0.9999058; for 5.0% is
0.9998663.

The net investment factor(s) for each Fund is equal to 1.0000000
plus the net return rate.

The net return rate equals:

[a - b + c]
------------ - e - f
d

Where:

a is the value of the shares of the Fund held by the Separate
Account at the end of a Valuation Period;

b is he value of the shares of the Fund held by the Separate
Account at the start of the Valuation Period;

c is taxes or provisions for taxes, if any, on the Separate
Account (with any federal income tax liability offset by
foreign tax credits to the extent allowed);

d is the total value of the accumulation units and annuity
units of the Separate Account at the start of the Valuation
Period;

e is Separate Account daily charges for mortality and expense
risks and a daily administrative charge as shown on Contract
Schedules I and II under Daily Charges to the Separate
Account; and

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

11.12 Death Benefit During the Annuity Phase

The Contract Holder or you, as applicable, must name a beneficiary
for the Annuity Phase.

If an Annuitant(s) dies, any remaining guaranteed payments
continue to the beneficiary. Payments are made at least as rapidly
as provided by the option in effect at the death of the Annuitant.
Annuity payments to an beneficiary may not extend beyond (1) the
life of the beneficiary, or (2) any period certain greater than
the beneficiary's life expectancy as determined by the Code.

The beneficiary may also elect a lump sum payment equal to the
present value of any remaining payments.

The interest rate used to determine the first Annuity payment is
used to calculate the present value. The present value is
determined as of the Valuation Date in which we receive acceptable
proof of death and a written claim for the death benefit.

If the beneficiary dies while receiving payments, the present
value of any remaining guaranteed payments is paid in a lump sum
to the Contract beneficiary's estate.

C-CDA(99)
<PAGE>

OPTION 1: Payments for a Specified Period

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------
Monthly Amount for Each $1,000*
Rates for a Fixed Annuity with a 3% Guaranteed Interest Rate
- ----------------------------------------------------------------------
Years Payment Years Payment
- ----------------------------------------------------------------------
<S> <C> <C> <C>
5 $17.91 20 $5.51
10 9.61 25 4.71
15 6.87 30 4.18
- ----------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------
First Monthly Amount for Each $1,000*
Rates for a Variable Annuity with a 3.5% AIR
- ----------------------------------------------------------------------
Years Payment Years Payment
- ----------------------------------------------------------------------
<S> <C> <C> <C>
5 $18.12 20 $5.75
10 9.83 25 4.96
15 7.10 30 4.45
- ----------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------
First Monthly Amount for Each $1,000*
Rates for a Variable Annuity with a 5% AIR
- ----------------------------------------------------------------------
Years Payment Years Payment
- ----------------------------------------------------------------------
<S> <C> <C> <C>
5 $18.74 20 $6.51
10 10.51 25 5.76
15 7.82 30 5.28
- ----------------------------------------------------------------------
</TABLE>

* Net of any applicable premium tax deduction

C-CDA(99)
<PAGE>

Option 2: Life Income Based on the Life of One Annuitant

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Monthly Payment Amount for Each $1,000*
Rates for a Fixed Annuity Payment with 3% Guaranteed Interest Rate
- -----------------------------------------------------------------------------------------------
Option 2(a): Option 2(b): Option 2(b): Option 2(b): Option 2(b): Option 2(c):
Adjusted payments for payments payments payments payments Cash Refund
Age of life guaranteed guaranteed guaranteed guaranteed
Annuitant 5 years 10 years 15 years 20 years
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
55 4.44 4.42 4.39 4.32 4.22 4.19
60 4.95 4.93 4.86 4.73 4.55 4.57
65 5.65 5.61 5.47 5.22 4.89 5.06
66 5.82 5.77 5.61 5.33 4.96 5.18
70 6.64 6.54 6.23 5.76 5.19 5.70
75 8.06 7.82 7.14 6.25 5.38 6.51
- -----------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
First Monthly Payment Amount for Each $1,000*
Rates for a Variable Annuity Payment with 3.5% Assumed Interest Rate
- ----------------------------------------------------------------------------------
Option 2(a): Option 2(b): Option 2(b): Option 2(b): Option 2(b):
Adjusted payments for payments payments payments payments
Age of life guaranteed guaranteed guaranteed guaranteed
Annuitant 5 years 10 years 15 years 20 years
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
55 4.72 4.71 4.67 4.60 4.50
60 5.23 5.21 5.13 5.00 4.82
65 5.94 5.89 5.73 5.48 5.15
70 6.92 6.81 6.49 6.00 5.43
75 8.35 8.08 7.38 6.48 5.62
- ----------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
First Monthly Payment Amount for Each $1,000*
Rates for a Variable Annuity Payment with 5% Assumed Interest Rate
- ----------------------------------------------------------------------------------
Option 2(a): Option 2(b): Option 2(b): Option 2(b): Option 2(b):
Adjusted payments for payments payments payments payments
Age of life guaranteed guaranteed guaranteed guaranteed
Annuitant 5 years 10 years 15 years 20 years
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
55 5.63 5.61 5.56 5.47 5.36
60 6.12 6.09 6.00 5.85 5.65
65 6.82 6.75 6.57 6.30 5.95
70 7.80 7.67 7.30 6.78 6.21
75 9.23 8.93 8.16 7.23 6.38
- ----------------------------------------------------------------------------------
</TABLE>

* Net of any applicable premium tax deduction

C-CDA(99)
<PAGE>

Option 3: Life Income Based on the Lives of Two Annuitants

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
First Monthly Payment Amount for Each $1,000*
Rates for a Fixed Annuity Payment with 3.0% Guaranteed Interest Rate
- ---------------------------------------------------------------------------------------------------
Adjusted Ages
- --------------------
payments
guaranteed
Primary Secondary 10 years
Annuitant Annuitant Option 3(a) Option 3(b) Option 3(c) Option 3(d) Option 3(e) Option 3(f)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
55 50 $3.69 $4.05 $4.27 $3.69 $4.03 $3.67
55 60 3.99 4.44 4.71 3.98 4.20 3.94

65 60 4.38 4.97 5.32 4.38 4.93 4.29
65 70 4.93 5.68 6.15 4.91 5.27 4.74

75 70 5.69 6.68 7.32 5.62 6.67 5.29
75 80 6.78 8.11 8.99 6.54 7.36 5.93
- ---------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
First Monthly Payment Amount for Each $1,000*
Rates for a Variable Annuity Payment with 3.5% Assumed Interest Rate
- ----------------------------------------------------------------------------------------
Adjusted Ages
- ---------------------
payments
guaranteed
Primary Secondary 10 years
Annuitant Annuitant Option 3(a) Option 3(b) Option 3(c) Option 3(d) Option 3(e)
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
55 50 $3.97 $4.35 $4.56 $3.97 $4.31
55 60 4.27 4.73 5.00 4.26 4.48

65 60 4.66 5.25 5.61 4.65 5.22
65 70 5.19 5.97 6.44 5.17 5.54

75 70 5.95 6.96 7.61 5.87 6.95
75 80 7.04 8.39 9.29 6.79 7.64
- ----------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
First Monthly Payment Amount for Each $1,000*
Rates for a Variable Annuity Payment with 5% Assumed Interest Rate
- -----------------------------------------------------------------------------------------
Adjusted Ages
- ----------------------
payments
guaranteed
Primary Secondary 10 years
Annuitant Annuitant Option 3(a) Option 3(b) Option 3(c) Option 3(d) Option 3(e)
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
55 50 $4.88 $5.26 $ 5.48 $4.88 $5.23
55 60 5.15 5.63 5.91 5.14 5.38

65 60 5.52 6.14 6.51 5.51 6.10
65 70 6.04 6.84 7.34 6.00 6.41

75 70 6.77 7.84 8.51 6.68 7.81
75 80 7.86 9.28 10.20 7.57 8.49
- -----------------------------------------------------------------------------------------
</TABLE>

* Net of any applicable premium tax deduction

C-CDA(99)
<PAGE>

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

Aetna Life Insurance and Annuity Company

Home Office: 151 Farmington Avenue

Hartford, Connecticut 06150

(800) 525-4547

Group Combination, Deferred Annuity Contract
(Nonparticipating)

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

C-CDA(99)