VARIABLE ANNUITY ACCOUNT I OF AETNA INSURANCE CO OF AMERICA
485BPOS, 1997-04-23
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As filed with the Securities and Exchange                    File No. 33-80750
Commission on April 23, 1997                                 File No. 811-8582
    


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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

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                        POST-EFFECTIVE AMENDMENT NO. 8 TO
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                and Amendment to

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

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        Variable Annuity Account I of Aetna Insurance Company of America

                       Aetna Insurance Company of America

            151 Farmington Avenue, RE4A, Hartford, Connecticut 06156

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

                            Susan E. Bryant, Counsel
                       Aetna Insurance Company of America
            151 Farmington Avenue, RE4A, Hartford, Connecticut 06156
                     (Name and Address of Agent for Service)

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It is proposed that this filing will become effective:

       [ ]  immediately upon filing pursuant to paragraph (b) of Rule 485
       [X]  on May 1, 1997 pursuant to paragraph (b) of Rule 485
 
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
registered an indefinite number of securities under the Securities Act of 1933.
Registrant filed a Rule 24f-2 Notice for fiscal year ended December 31, 1996 on
February 28, 1997.


<PAGE>


                                             VARIABLE ANNUITY ACCOUNT I
                                               CROSS REFERENCE SHEET
                                              PURSUANT TO RULE 481(A)



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

   1    Cover Page......................... Cover Page

   2    Definitions........................ Definitions

   3    Synopsis........................... Prospectus Summary; Fee Table

   4    Condensed Financial Information.... Condensed Financial Information

   5    General Description of Registrant,
        Depositor, and Portfolio Companies. The Company, Variable Annuity 
                                            Account I, The Funds

   6    Deductions and Expenses............ Charges and Deductions; Distribution

   7    General Description of Variable
        Annuity Contracts.................. Purchase; Transfers; Miscellaneous

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

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

  10    Purchases and Contract Value....... Purchase; Contract Valuation

  11    Redemptions........................ Withdrawals; Purchase Right to 
                                            Cancel; Additional Withdrawal 
                                            Options

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

  13    Legal Proceedings.................. Miscellaneous - Legal Matters and
                                            Proceedings

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


<PAGE>


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

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

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

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

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

  19    Purchase of Securities Being Offered Offering and Purchase of Contracts

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

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

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

  23    Financial Statements................ Financial Statements



                           Part C (Other Information)

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


<PAGE>




                                  PROSPECTUS 

   
The Contracts offered in connection with this Prospectus are the "Growth Plus"
group and individual deferred variable annuity contracts ("Contracts") issued by
Aetna Insurance Company of America (the "Company"). The Contracts are available
as (1) nonqualified deferred variable annuity contracts; (2) Individual
Retirement Annuities ("IRA") under Section 408(b) of the Internal Revenue Code
("Code") (may be subject to approval by state regulatory agencies); and (3)
contracts issued in connection with certain employer sponsored qualified
retirement plans (may be subject to approval by the Company and state regulatory
agencies). Currently, the IRA is not available as a "SIMPLE IRA" as defined in
Section 408(p) of the Internal Revenue Code. In most states, group Contracts are
offered to certain broker-dealers or banks which have agreed to act as
Distributors of the Contracts. Individuals who have established accounts with
those broker-dealers or banks are eligible to participate in the Contract.
Individual Contracts are offered only in those states where the group Contracts
are not authorized for sale. (See "Purchase.")
    

The securities offered in this Prospectus are distributed through Aetna Life
Insurance and Annuity Company, an affiliate of the Company as the Underwriter
and by registered broker-dealers or banks selected by it as Distributors. See
"Purchase."

   
The Contracts provide that Purchase Payments may be allocated to the AICA
Guaranteed Account (the "Guaranteed Account"), a credited interest option, or to
one or more of the Subaccounts of Variable Annuity Account I, a separate account
of the Company. The Subaccounts invest directly in shares of the following
investment series of the Federated Insurance Series ("Trust"), a Massachusetts
business trust that is not affiliated with the Company:
    

                    (bullet) Federated American Leaders Fund II               
                    (bullet) Federated Equity Income Fund II                  
                    (bullet) Federated Fund for U.S. Government Securities II 
                    (bullet) Federated Growth Strategies Fund II              
                    (bullet) Federated High Income Bond Fund II               
                    (bullet) Federated International Equity Fund II           
                    (bullet) Federated Prime Money Fund II                    
                    (bullet) Federated Utility Fund II                        
                    
Except as specifically mentioned, this Prospectus describes only investments
through the Separate Account. The Guaranteed Account is described in the
Appendix to this Prospectus, as well as in the Guaranteed Account's prospectus.

   
This Prospectus provides investors with the information about the Separate
Account that they should know before investing in the Contracts. Additional
information about the Separate Account is contained in a Statement of Additional
Information ("SAI") which is available at no charge. The SAI has been filed with
the Securities and Exchange Commission and is incorporated herein by reference.
The Table of Contents for the SAI is printed on page 21 of this Prospectus. An
SAI for this Prospectus and for any of the Fund prospectuses may be obtained by
indicating the request on your Application or by calling the number listed under
the "Inquiries" section of the Prospectus Summary.
    

THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUSES OF
THE FUNDS AND THE AICA GUARANTEED ACCOUNT. ALL PROSPECTUSES SHOULD BE READ AND
RETAINED FOR FUTURE REFERENCE.

   
THIS PROSPECTUS, THE STATEMENT OF ADDITIONAL INFORMATION AND OTHER INFORMATION
ABOUT SEPARATE ACCOUNT I REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION CAN BE FOUND IN THE SEC'S WEB SITE AT http://www.sec.gov.
    

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

   
           THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION
                             ARE DATED MAY 1, 1997.
    


<PAGE> 

                              TABLE OF CONTENTS 

DEFINITIONS                                    DEFINITIONS - 1 
PROSPECTUS SUMMARY                                 SUMMARY - 1 
FEE TABLE                                        FEE TABLE - 1 
CONDENSED FINANCIAL INFORMATION                AUV HISTORY - 1 
THE COMPANY                                                  1 
VARIABLE ANNUITY ACCOUNT I                                   1 
INVESTMENT OPTIONS                                           1 
  The Funds                                                  1 
  Credited Interest Option                                   3 
PURCHASE                                                     3 
  Contract Availability                                      3 
  Purchasing Interests in the Contract                       3 
  General                                                    3 
  Purchase Payments                                          4 
  Contract Rights                                            4 
  Designations of Beneficiary and Annuitant                  4 
  Right to Cancel                                            4 
CHARGES AND DEDUCTIONS                                       5 
  Daily Deductions from the Separate Account                 5 
    Mortality and Expense Risk Charge                        5 
    Administrative Charge                                    5 
  Maintenance Fee                                            5 
  Deferred Sales Charge                                      5 
  Fund Expenses                                              6 
  Premium and Other Taxes                                    6 
CONTRACT VALUATION                                           7 
  Account Value                                              7 
  Accumulation Units                                         7 
  Net Investment Factor                                      7 
TRANSFERS                                                    7 
  Dollar Cost Averaging Program                              7 
  Account Rebalancing Program                                8 
WITHDRAWALS                                                  8 
ADDITIONAL WITHDRAWAL OPTIONS                                8 
DEATH BENEFIT DURING ACCUMULATION PERIOD                     9 
  Death Benefit Amount                                       9 
  Death Benefit Payment Options                             10 
  Death of the Annuitant                                    11 

<PAGE> 

ANNUITY PERIOD                                                   11
  Annuity Period Elections                                       11
  Partial Annuitization                                          11
  Annuity Options                                                11
  Annuity Payments                                               12
  Charges Deducted During the Annuity Period                     12
  Death Benefit Payable During the Annuity Period                13
  Death of the Certificate Holder During the                     13
  Annuity Period                                                 13
TAX STATUS                                                       13
  Introduction                                                   13
  Taxation of the Company                                        14
  Tax Status of the Contract                                     15
  Taxation of Annuity Contracts                                  17
  Contracts Used with Certain Retirement Plans                   17
    Qualified Contracts in General                               17
    Section 457 Plans                                            18
    Section 401(a) Plans                                         18
    Section 403(b) Plans                                         18
    Individual Retirement Annuities and Simplified               
     Employee Pension Plans                                      18
  Withholding                                                    19
MISCELLANEOUS                                                    19
  Distribution                                                   19
  Delay or Suspension of Payments                                19
  Performance Reporting                                          19
  Voting Rights                                                  20
  Modification of the Contract                                   20
  Transfers of Ownership; Assignment                             20
  Involuntary Terminations                                       20
  Legal Matters and Proceedings                                  21
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION              21
APPENDIX--AICA GUARANTEED ACCOUNT                                22         
                                                                 
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH 
SUCH OFFERING MAY NOT LAWFULLY BE MADE. THE COMPANY DOES NOT AUTHORIZE ANY 
PERSON TO GIVE INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH 
THE OFFERING CONTAINED IN THIS PROSPECTUS EXCEPT AS OTHERWISE CONTAINED 
HEREIN. 

<PAGE> 

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

The following terms are defined as they are used in this Prospectus: 

Account: A record that identifies contract values accumulated on each 
Certificate Holder's behalf during the Accumulation Period. 

Account Value: The total dollar value of amounts held in an Account as of 
each Valuation Date during the Accumulation Period. 

Account Year: A period of twelve months measured from the date on which an 
Account is established (the effective date) or from an anniversary of such 
effective date. 

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

Accumulation Unit: A measure of the value of each Subaccount before annuity 
payments begin. 

Adjusted Account Value: The Account Value, plus or minus the aggregate market 
value adjustment for amounts allocated to the Guaranteed Account. 

Adviser: Federated Advisers, the investment adviser of the Funds. 

Annuitant: The person on whose life or life expectancy the annuity payments 
are based. 

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

Annuity Date: The date on which annuity payments begin. 

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

Annuity Unit: A measure of the value of each Subaccount selected during the 
Annuity Period. 

   
Application: The form or collection of information required by the Company to 
purchase an interest in a group Contract or an individual Contract. 
    

Beneficiary(ies): The person or persons who are entitled to receive any death 
benefit proceeds. Under Nonqualified Contracts, Individual Retirement 
Annuities and Section 403(b) Contracts, Beneficiary refers to the beneficiary 
named under the Contract. Under Qualified Contracts sold in conjunction with 
401(a) or 457 Plans, Beneficiary refers to the beneficiary under the plan. 

Certificate: The document issued to a Certificate Holder for an Account 
established under a group contract. 

   
Certificate Holder (You): A person or entity who purchases an individual 
Contract or acquires an interest under a group Contract. 
    

Company (We, Us): Aetna Insurance Company of America. 

Contract: The group and individual deferred, variable annuity contracts 
offered by this Prospectus. 

Distributor(s): The registered broker-dealers, or banks that may be acting as 
broker-dealers without separate registration under the Securities Exchange 
Act of 1934, which have entered into selling agreements with the Underwriter 
to distribute interests in the Contracts. The Underwriter may also serve as a 
Distributor. 

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

Group Contract Holder: The entity to which a group Contract is issued. 

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


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                                DEFINITIONS - 1
<PAGE> 

   
Individual Contract Holder: A person or entity who has purchased an 
individual variable annuity Contract (also referred to as a "Certificate 
Holder"). 
    

Individual Retirement Annuity: An individual or group variable deferred 
annuity intended to qualify under Code Section 408(b). 

Nonqualified Contract: A Contract established to supplement an individual's 
retirement income, or to provide an alternative investment option under an 
Individual Retirement Account qualified under Code Section 408(a). 

1940 Act: The Investment Company Act of 1940, as amended. 

Purchase Payment(s): The gross payment(s) made to the Company under an 
Account. 

Qualified Contracts: Contracts available for use with plans entitled to 
special federal income tax treatment under Code Sections 401(a), 403(b), 
408(b) or 457. 

Registered Representative: The individual who is registered with a 
broker-dealer acting as Distributor to offer and sell securities, or who is 
an employee of a bank acting as Distributor that is exempt from broker-dealer 
registration under the Securities Exchange Act of 1934. Registered 
Representatives must also be licensed as insurance agents to sell variable 
annuity contracts. 

Separate Account: Variable Annuity Account I, a separate account established 
for the purpose of funding variable annuity contracts issued by the Company. 

Subaccount(s): The portion of the assets of the Separate Account that is 
allocated to a particular Fund. Each Subaccount invests in the shares of only 
one corresponding Fund. 

Surrender Value: The amount payable upon the withdrawal of all or any portion 
of an Account Value. 

Underwriter: The registered broker-dealer which contracts with other 
registered broker-dealers, or with banks exempt from broker-dealer 
registration, to offer and sell the Contracts. Aetna Life Insurance and 
Annuity Company will serve as Underwriter. 

   
Valuation Date: The date and time at which the Accumulation Unit Value and 
Annuity Unit Value of a Subaccount is calculated. Currently, this calculation 
occurs after the close of business of the New York Stock Exchange on any 
normal business day, Monday through Friday, that the New York Stock Exchange 
is open. 
    


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                                DEFINITIONS - 2

<PAGE> 

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

CONTRACTS OFFERED 

   
   The Contracts offered in connection with this Prospectus are group and
individual deferred variable annuity contracts issued by Aetna Insurance Company
of America (the "Company"). The purpose of the Contract is to accumulate values
and to provide benefits upon retirement. The Contracts are currently available
for use as (1) individual nonqualified purchases (we reserve the right to limit
the ownership of nonqualified contracts to natural persons); (2) Individual
Retirement Annuities ("IRAs"), other than "SIMPLE IRAs" as defined in Section
408(p) of the Internal Revenue Code (may be subject to approval by state
regulatory agencies); and (3) contracts issued in conjunction with employer
sponsored retirement plans under Sections 401(a), 403(b) or 457 of the Code (may
be subject to approval by the Company and by state regulatory agencies. See
"Purchase.")
    

   
   The Contracts are generally group variable annuity contracts under which 
accounts are established for persons in the group. Individual Contracts are 
offered in those states where the group Contracts are not authorized for 
sale. 
    

CONTRACT PURCHASE 

   
   You may purchase an interest in the Contract by completing an Application 
and submitting it to the Company. Contracts may be purchased by two 
individuals as joint Certificate Holders. Joint Certificate Holders are 
allowed only on Nonqualified Contracts. A joint Certificate Holder must be 
the spouse of the other joint Certificate Holder (unless otherwise prohibited 
by state law). References to "Certificate Holders" in this Prospectus mean 
both of the Certificate Holders on joint Accounts. Purchase Payments can be 
applied to the Contract through a lump-sum payment or through ongoing 
contributions. (See "Purchase.") 
    

FREE LOOK PERIOD 

   You may cancel the Contract or Certificate within 10 days after you 
receive it (or longer if required by state law) by returning it to the 
Company along with a written notice of cancellation. Unless state law 
requires otherwise, the amount you will receive upon cancellation will 
reflect the investment performance of the Subaccounts into which your 
Purchase Payments were deposited. In some cases this may be more or less than 
the amount of your Purchase Payments. Under a Contract issued as an 
Individual Retirement Annuity, you will receive a refund of your Purchase 
Payment. (See "Purchase-- Right to Cancel.") 

INVESTMENT OPTIONS 

   
   The Company has established Variable Annuity Account I, a registered unit
investment trust, for the purpose of funding the variable portion of the
Contracts. The Separate Account is divided into Subaccounts which invest
directly in shares of the Funds described herein. The Contract allows investment
in the Subaccounts, as well as in the Guaranteed Account described below. For a
complete list of the Funds available under the Contracts, and a description of
the investment objectives of each of the Funds and their investment adviser, see
"Investment Options--The Funds" in this Prospectus, as well as the prospectuses
for each of the Funds.
    

   
   The Guaranteed Account is the credited interest option available under the 
Contract which allows you to earn fixed rates of interest, if held for the 
guaranteed term. (See the Appendix to this Prospectus and the prospectus for 
the Guaranteed Account.) 
    

CHARGES AND DEDUCTIONS 

   
   Certain charges are associated with these Contracts. These charges include 
daily deductions from the Separate Account (the mortality and expense risk 
charges and an administrative charge), as well as any applicable maintenance 
fee, transfer fees and premium and other taxes. The Funds also incur certain 
fees and expenses which are deducted directly from the Funds. A deferred 
sales charge may apply upon a full or partial withdrawal of the Account 
Value. (See the Fee Table and "Charges and Deductions.") 
    

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                                  SUMMARY - 1
<PAGE> 

TRANSFERS 

   
   Prior to the Annuity Date, and subject to certain limitations, you can
transfer Account Values among the Subaccounts and the Guaranteed Account. If
approved by your state, during the Annuity Period, if you have elected variable
payments you can make transfers among the Subaccounts available during the
Annuity Period. Currently, during the Accumulation Period transfers are without
charge. However, the Company reserves the right to charge up to $10 for each
additional transfer if more than 12 transfers are made in a calendar year.
Transfers can be requested in writing or by telephone in accordance with the
Company's transfer procedures. If approved by your state, during the Annuity
Period, you can currently make up to four transfers each calendar year. There is
no charge for these transfers. (Transfers from the Guaranteed Account may be
restricted and subject to a market value adjustment. See the Appendix.)
    

   
   The Company also offers a Dollar Cost Averaging Program and an Account
Rebalancing Program. The Dollar Cost Averaging Program permits the automatic
transfer of amounts from any of the Subaccounts and an available Guaranteed Term
to any of the other Subaccounts on a monthly or quarterly basis. The Account
Rebalancing Program allows you to request that each year, or at more frequent
intervals as allowed by the company, We automatically reallocate your Account
Value to a specified percentages among the subaccounts in which you invest. (See
"Transfers.")
    

WITHDRAWALS 

   All or a part of the Account Value may be withdrawn prior to the Annuity 
Date by properly completing a disbursement form and sending it to the 
Company. Certain charges may be assessed upon withdrawal. Amounts withdrawn 
from the Guaranteed Account may be subject to a market value adjustment 
("MVA"). (See the Appendix.) The taxable portion of the withdrawal may also 
be subject to income tax and a federal tax penalty. (See "Withdrawals.") 

   
   The Contract also offers certain Additional Withdrawal Options during the 
Accumulation Period subject to certain criteria. Some Additional Withdrawal 
Options are not available in all states and may not be suitable in every 
situation. (See "Additional Withdrawal Options.") 
    

GUARANTEED DEATH BENEFIT 

   These Contracts contain a guaranteed death benefit feature. Upon the death 
of the Certificate Holder, or the Annuitant if the Certificate Holder is a 
non-natural person, the Account Value may be increased under certain 
circumstances. (See "Death Benefit During Accumulation Period.") 

   After Annuity Payments have commenced, a death benefit may be payable to 
the Beneficiary depending upon the terms of the Contract and the Annuity 
Option selected. (See "Death Benefit Payable During the Annuity Period.") 

THE ANNUITY PERIOD 

   On the Annuity Date, you may elect to begin receiving Annuity Payments. 
Annuity Payments can be made on either a fixed, variable or combination fixed 
and variable basis. If a variable payout is selected, the payments will 
continue to vary with the investment performance of the Subaccount(s) 
selected. The Company reserves the right to limit the number of Subaccounts 
that may be available during the Annuity Period. (See "Annuity Period.") 

TAXES 

   Earnings are not generally taxed until you or your Beneficiary(ies) 
actually receive a distribution from the Contract. A 10% federal tax penalty 
may be imposed on certain withdrawals. (See "Tax Status.") 

INQUIRIES 

   Questions, inquiries or requests for additional information can be 
directed to your agent or local representative, or you may contact the 
Company as follows: 

   (bullet) Write to:                 Aetna Insurance Company of America 
                                      151 Farmington Avenue 
                                      Hartford, Connecticut 06156-5996 
                                      Attention: Customer Service 

   (bullet) Call Customer Service:    1-800-531-4547 (for automated transfers 
                                      or changes in the allocation of Account 
                                      Values, call: 1-800-262-3862) 


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

                                   FEE TABLE
================================================================================

This Fee Table describes the various charges and expenses associated with the 
Contract. No sales charge is paid upon purchase of the Contract. All costs 
that are borne directly or indirectly under the Subaccounts and Funds are 
shown below. The charges and expenses shown below do not include premium 
taxes that may be applicable. For more information regarding expenses paid 
out of assets of a particular Fund, see the Fund's prospectus. 

   
CONTRACT HOLDER TRANSACTION EXPENSES 
    

   
     Deferred Sales Charge for withdrawals under each Contract (as a percentage 
     of Purchase Payments withdrawn): 
    

                 Years from              Deferred Sales 
                 Receipt of                   Charge 
             Purchase Payment              Deduction 
       ------------------------------- ------------------ 
      Less than 1                              7% 
      1 or more but less than 2                6% 
      2 or more but less than 3                5% 
      3 or more but less than 4                4% 
      4 or more but less than 5                3% 
      5 or more but less than 6                2% 
      6 or more but less than 7                1% 
      7 or more                                0% 

Annual Maintenance Fee (1)    $30.00 
Transfer Charge (2)           $ 0.00 

   
SEPARATE ACCOUNT ANNUAL EXPENSES (Daily deductions, equal to the percentage 
shown on an annual basis, made from amounts allocated to the variable options 
under each Contract) 
    

During the Accumulation Period: 

               Mortality and Expense Risk Charge       1.25%   
               Administrative Charge                   0.15%   
                                                     --------  
               Total Subaccount Annual Expenses        1.40%   
                                                     ========  
               
During the Annuity Period: 

               Mortality and Expense Risk Charge         1.25%     
               Administrative Charge                     0.00%(3)  
                                                     -----------   
               Total Subaccount Annual Expenses          1.25%     
                                                     ===========   

Reduced charges apply to Purchase Payments in excess of $1.5 million.

   
- ----------
(1) The maintenance fee if applicable will generally be deducted from each 
    Account annually and if the full Account Value is withdrawn. The 
    maintenance fee is waived when the Account Value is $50,000 or more on 
    the date the maintenance fee is due. 
(2) During the Accumulation Period, we currently allow an unlimited number of 
    transfers without charge. However, we reserve the right to impose a fee 
    of $10 for each transfer in excess of 12 per year. 
(3) We currently do not impose an Administrative Charge during the Annuity 
    Period. However, we reserve the right to deduct a daily charge of not 
    more than 0.25% per year from the Subaccounts. 
    


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

ANNUAL EXPENSES OF THE FUNDS

   
The following table illustrates the advisory fees and other expenses 
applicable to the Funds. Except as noted, the following figures are a 
percentage of average net assets and, except where otherwise indicated, are 
based on figures for the year ended December 31, 1996. A Fund's "Other 
Expenses" include operating costs of the Fund. These expenses are reflected 
in the Fund's net asset value and are not deducted from the Account Value. 

<TABLE>
<CAPTION>
                                                          Investment 
                                                       Advisory Fees(1)   Other Expenses 
                                                        (after expense    (after expense     Total Fund 
                                                        reimbursement)    reimbursement)  Annual Expenses 
                                                       ---------------- ----------------   ---------------- 
<S>                                                          <C>               <C>              <C>
Federated American Leaders Fund II(2)                        0.53%             0.32%            0.85% 
Federated Equity Income Fund(3)                              0.00%             0.85%            0.85% 
Federated Fund for U.S. Government Securities II(2)          0.00%             0.80%            0.80% 
Federated Growth Strategies Fund II(2)                       0.00%             0.85%            0.85% 
Federated High Income Bond Fund II(2)                        0.00%             0.80%            0.80% 
Federated International Equity Fund II(2)                    0.00%             1.25%            1.25% 
Federated Prime Money Fund II(2)                             0.00%             0.80%            0.80% 
Federated Utility Fund II(2)                                 0.24%             0.61%            0.85% 
</TABLE>

- ----------
(1) The Fund's Adviser has agreed to reimburse the Company for certain costs 
    incurred in connection with administering the Funds by payment of an 
    amount based on assets in the Funds attributable to the Contracts. These 
    amounts are not charged to the Funds or Certificate Holders, but are paid 
    from other assets of the Adviser. 
(2) The management fee for each of the Funds has been reduced to reflect a 
    voluntary waiver of the management fee. The Adviser can terminate this 
    voluntary waiver at any time in its sole discretion. The maximum 
    management fee for each of the Funds is as follows: 0.50%--Prime Money 
    Fund II; 0.60%--High Income Bond Fund II and the Fund for U.S. Government 
    Securities II; 0.75%-- American Leaders Fund II, Growth Strategies Fund 
    II and Utility Fund II; and 1.00%--International Equity Fund II. 
    The total operating expenses of each of the Funds, absent the voluntary 
    waiver of the management fee and the voluntary reimbursement of certain 
    other operating expenses, would have been: 1.07% for the American Leaders 
    Fund II; 1.81% for the Fund for U.S. Government Securities II; 4.72% for 
    the Growth Strategies Fund II; 1.39% for the High Income Bond Fund II; 
    4.30% for the International Equity Fund II; 1.37% for the Prime Money 
    Fund II; and 1.36% for the Utility Fund II. 
(3) The estimated investment advisory fee has been reduced to reflect the
    anticipated voluntary waiver of the investment advisory fee. The Fund's
    adviser can terminate this voluntary waiver at any time at its sole
    discretion. The maximum investment advisory fee is 0.75%. The Fund has no
    present intention of paying or accruing a Rule 12b-1 fee during the fiscal
    year ending December 31, 1997. If the Fund were paying or accruing the Rule
    12b-1 fee, Institutional Shares would be able to pay up to 0.25% of its
    average daily net assets for the Rule 12b-1 fee. See "Fund Information" in
    the Fund prospectus.
    The total operating expenses are estimated to be 1.82% absent the 
    anticipated voluntary waiver of the management fee and the anticipated 
    voluntary reimbursement of certain other operating expenses. Total Fund 
    operating expenses are estimated based on average expenses expected to be 
    incurred during the period ending December 31, 1997. During the course of 
    this period, expenses may be more or less than the average amount shown. 
    

- --------------------------------------------------------------------------------
                                 FEE TABLE - 2
<PAGE> 

HYPOTHETICAL ILLUSTRATION (EXAMPLE) 

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

   
The following Examples illustrate the expenses that would have been paid 
assuming a $1,000 investment in the Contract and a 5% return on assets. For 
the purposes of these Examples, the maximum maintenance fee of $30.00 that 
can be deducted under the Contract has been converted to a percentage of 
assets equal to 0.016%. 


<TABLE>
<CAPTION>
                                                                      EXAMPLE A 
                                                     ------------------------------------------ 
                                                      If you withdraw the entire Account Value 
                                                      at the end of the periods shown, you would 
                                                      pay the following expenses, including any 
                                                      applicable deferred sales charge: 
                                                      1 year    3 years    5 years    10 years 
                                                      --------  --------- --------- ----------- 
<S>                                                     <C>       <C>       <C>         <C>
Federated American Leaders Fund II                      $85       $104      $138        $260 
Federated Equity Income Fund II                         $85       $104      $138        $260 
Federated Fund for U.S. Government Securities II        $84       $103      $135        $255 
Federated Growth Strategies Fund II                     $85       $104      $138        $260 
Federated High Income Bond Fund II                      $84       $103      $135        $255 
Federated International Equity Fund II                  $88       $116      $158        $300 
Federated Prime Money Fund II                           $84       $103      $135        $255 
Federated Utility Fund II                               $85       $104      $138        $260 
</TABLE>

<TABLE>
<CAPTION>
                                                                      EXAMPLE B 
                                                     ------------------------------------------ 
                                                      If you do not withdraw the Account Value, 
                                                      or if you annuitize at the end of the 
                                                      periods shown, you would pay the following 
                                                      expenses (no deferred sales charge is 
                                                                     reflected): 
                                                      1 year    3 years    5 years    10 years 
                                                      --------  --------- --------- ----------- 
<S>                                                     <C>       <C>       <C>         <C>
Federated American Leaders Fund II                      $23       $71       $121        $260 
Federated Equity Income Fund II                         $23       $71       $121        $260 
Federated Fund for U.S. Government Securities II        $22       $69       $119        $255 
Federated Growth Strategies Fund II                     $23       $71       $121        $260 
Federated High Income Bond Fund II                      $22       $69       $119        $255 
Federated International Equity Fund II                  $27       $83       $141        $300 
Federated Prime Money Fund II                           $22       $69       $119        $255 
Federated Utility Fund II                               $23       $71       $121        $260 
</TABLE>
    


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

                         CONDENSED FINANCIAL INFORMATION
  (Selected data for accumulation units outstanding throughout each period) 
================================================================================

   
The condensed financial information presented below for the two years ended
December 31, 1996 is derived from the financial statements of the Separate
Account, which financial statements have been audited by KPMG Peat Marwick LLP,
independent auditors. The financial statements and the independent auditors'
report thereon are included in the Statement of Additional Information.


<TABLE>
<CAPTION>
                                                                  1996         1995 
                                                              ------------  ------------- 
<S>                                                           <C>           <C>
FEDERATED AMERICAN LEADERS FUND II 
Value at beginning of period                                   $   11.378   $   10.000(2) 
Value at end of period                                         $   13.639   $   11.378 
Increase (decrease) in value of accumulation unit(1)                19.87%       13.78% 
Number of accumulation units outstanding at end of period       4,255,333    1,444,344 
FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES II 
Value at beginning of period                                   $   10.521   $   10.000(3) 
Value at end of period                                         $   10.809   $   10.521 
Increase (decrease) in value of accumulation unit(1)                 2.74%        5.21% 
Number of accumulation units outstanding at end of period         227,252      150,860 
FEDERATED GROWTH STRATEGIES FUND II 
Value at beginning of period                                   $   10.277   $   10.000(4) 
Value at end of period                                         $   12.596   $   10.277 
Increase (decrease) in value of accumulation unit(1)                22.57%        2.77% 
Number of accumulation units outstanding at end of period         778,060       18,233 
FEDERATED HIGH INCOME BOND FUND II 
Value at beginning of period                                   $   10.576   $   10.000(3) 
Value at end of period                                         $   11.920   $   10.576 
Increase (decrease) in value of accumulation unit(1)                12.71%        5.76% 
Number of accumulation units outstanding at end of period         972,454      302,293 
FEDERATED INTERNATIONAL EQUITY FUND II 
Value at beginning of period                                   $   10.229   $   10.000(3) 
Value at end of period                                         $   10.924   $   10.229 
Increase (decrease) in value of accumulation unit(1)                 6.80%        2.29% 
Number of accumulation units outstanding at end of period       1,037,619      300,714 
FEDERATED PRIME MONEY FUND II 
Value at beginning of period                                   $   10.180   $   10.000(3) 
Value at end of period                                         $   10.515   $   10.180 
Increase (decrease) in value of accumulation unit(1)                 3.29%        1.80% 
Number of accumulation units outstanding at end of period         333,600      403,430 
FEDERATED UTILITY FUND II 
Value at beginning of period                                   $   11.238   $   10.000(5) 
Value at end of period                                         $   12.361   $   11.238 
Increase (decrease) in value of accumulation unit(1)                 9.99%       12.38% 
Number of accumulation units outstanding at end of period       1,078,803      451,294 
</TABLE>


- ----------
(1) The above figures are calculated by subtracting the beginning 
    Accumulation Unit value from the ending Accumulation Unit value during a 
    calendar year, and dividing the result by the beginning Accumulation Unit 
    value. These figures do not reflect the deferred sales charge or the 
    fixed dollar annual maintenance fee, if any. Inclusion of these charges 
    would reduce the investment results shown. 
(2) Reflects less than a full year of performance activity. The initial 
    Accumulation Unit value was established at $10.000 during October 1995, 
    when the Fund became available under the Contract. 
(3) Reflects less than a full year of performance activity. The initial 
    Accumulation Unit value was established at $10.000 during July 1995, when 
    the Fund became available under the Contract. 
(4) Reflects less than a full year of performance activity. The initial 
    Accumulation Unit value was established at $10.000 during November 1995, 
    when the Fund became available under the Contract. 
(5) Reflects less than a full year of performance activity. The initial 
    Accumulation Unit value was established at $10.000 during June 1995, when 
    the Fund became available under the Contract. 
    


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

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

   
   Aetna Insurance Company of America (the "Company"), the depositor of 
Variable Annuity Account I, is the issuer of the Contract, and as such, it is 
responsible for providing the insurance and annuity benefits under the 
Contract. The Company is a wholly owned subsidiary of Aetna Life Insurance 
and Annuity Company ("ALIAC"). ALIAC is a wholly owned subsidiary of Aetna 
Retirement Holdings, Inc., which is in turn a wholly owned subsidiary of 
Aetna Retirement Services, Inc. and an indirect wholly owned subsidiary of 
Aetna Inc. The Company's principal executive offices are located at 151 
Farmington Avenue, Hartford, Connecticut 06156. 
    

                          VARIABLE ANNUITY ACCOUNT I 
================================================================================

   The Company established Variable Annuity Account I (the "Separate 
Account") in 1994 as a segregated asset account for the purpose of funding 
its variable annuity contracts. The Separate Account is registered as a unit 
investment trust under the Investment Company Act of 1940 (the "1940 Act"), 
and meets the definition of "separate account" under federal securities laws. 
The Separate Account is divided into "subaccounts" which do not invest 
directly in stocks, bonds or other investments. Instead, each Subaccount buys 
and sells shares of a corresponding Fund. 

   Although the Company holds title to the assets of the Separate Account, 
such assets are not chargeable with liabilities of any other business 
conducted by the Company. Income, gains or losses of the Separate Account are 
credited to or charged against the assets of the Separate Account without 
regard to other income, gains or losses of the Company. All obligations 
arising under the Contracts are general corporate obligations of the Company. 

                              INVESTMENT OPTIONS 
================================================================================

THE FUNDS 

   
   Purchase Payments may be allocated to one or more of the Subaccounts of 
the Federated Insurance Series (the "Trust") as designated on the 
Application. In turn, the Subaccounts invest in the corresponding Funds at 
net asset value. 
    

   The availability of Funds may be subject to regulatory authorization. In 
addition, the Company may add or withdraw Funds, as permitted by applicable 
law. 

   If the shares of any Fund should no longer be available for investment by 
the Separate Account or if in the judgment of the Company, further investment 
in such shares should become inappropriate in view of the purpose of the 
Contract, we may cease to make such Fund shares available for investment 
under the Contract prospectively. The Company may, alternatively, substitute 
shares of another Fund for shares already acquired. The Company reserves the 
right to substitute shares of another Fund for shares already acquired 
without a proxy vote. Any elimination, substitution or addition of Funds will 
be done in accordance with applicable state and federal securities laws. 

   
(bullet) Federated Insurance Series--Federated American Leaders Fund II 
         (formerly IMS Equity Growth and Income Fund) seeks to achieve 
         long-term growth of capital and to provide income. The Fund pursues 
         its investment objective by investing, under normal circumstances, 
         at least 65% of its total assets in common stock of "blue-chip" 
         companies. "Blue-chip" companies generally are top- quality, 
         established growth companies which, in the opinion of the Fund's 
         adviser meet certain criteria. 
    

   
(bullet) Federated Insurance Series--Federated Equity Income Fund II seeks to 
         provide above average income and capital appreciation. The Fund 
         attempts to achieve its objectives by investing at least 65% of its 
         assets in income- producing equity securities. Equity securities 
         include common stocks, preferred stocks, and securities (including 
         debt securities) that are convertible into common stocks. The 
         portion of the Fund's total assets invested in common stocks, 
         preferred stocks, and convertible securities will vary according to 
         the Fund's assessment of market and economic conditions and outlook. 
    

   
(bullet) Federated Insurance Series--Federated Fund for U.S. Government 
         Securities II (formerly IMS U.S. Government Bond Fund) seeks to 
         provide current income. The Fund pursues its investment objective by 
         investing at least 65% 
    


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

   
         of the value of its total assets in securities issued or guaranteed 
         as to payment of principal and interest by the U.S. government, its 
         agencies or instrumentalities. 
    

(bullet) Federated Insurance Series--Federated Growth Strategies Fund II 
         (formerly IMS Growth Stock Fund) seeks capital appreciation. The 
         Fund pursues its objective by investing at least 65% of its assets 
         in equity securities of companies with prospects for above-average 
         growth in earnings and dividends or companies where significant 
         fundamental changes are taking place. Equity securities include 
         common stocks, preferred stocks, and securities (including debt 
         securities) that are convertible into common stocks. 

(bullet) Federated Insurance Series--Federated High Income Bond Fund II 
         (formerly IMS Corporate Bond Fund) seeks high current income by 
         investing primarily in a diversified portfolio of professionally 
         managed fixed income securities. The fixed-income securities in 
         which the Fund intends to invest are lower-rated corporate debt 
         obligations (commonly known as "junk bonds" or "high yield, high 
         risk bonds" which involve significant degree of risk). (See the 
         Fund's prospectus for a discussion of the risk factors involved in 
         investing in lower-rated corporate debt obligations). 

   
(bullet) Federated Insurance Series--Federated International Equity Fund II 
         (formerly IMS International Stock Fund) seeks total return on its 
         assets by investing at least 65% of its assets (and under normal 
         market conditions, substantially all of its assets) in equity 
         securities of issuers located in at least three different countries 
         outside of the United States. Investing in non-U.S. securities 
         carries substantial risks in addition to those associated with 
         domestic investments. 
    

(bullet) Federated Insurance Series--Federated Prime Money Fund II (formerly 
         IMS Prime Money Fund) seeks to provide current income consistent 
         with stability of principal and liquidity. The Fund pursues its 
         investment objective by investing exclusively in a portfolio of 
         money market instruments maturing in 397 days or less. The average 
         maturity of the money market instruments in the Fund's portfolio, 
         computed on a dollar-weighted basis, will be 90 days or less. An 
         investment in this Fund is neither insured nor guaranteed by the 
         U.S. government. 

(bullet) Federated Insurance Series--Federated Utility Fund II (formerly IMS 
         Utility Fund) seeks to achieve high current income and moderate 
         capital appreciation by investing primarily in a professionally 
         managed and diversified portfolio of equity and debt securities of 
         utility companies. Under normal market conditions, the Fund will 
         invest at least 65% of its total assets in securities of utility 
         companies. 

   The Trust is managed by Federated Advisers, a Delaware business trust 
organized on April 11, 1989, with its principal place of business in 
Pittsburgh, Pennsylvania. Federated Advisers is a registered investment 
adviser under the Investment Advisers Act of 1940, as amended. 

   Risks Associated with Investment in the Funds. Some of the Funds may use 
instruments known as derivatives as part of their investment strategies. The 
use of certain derivatives may involve high risk of volatility to a Fund, and 
the use of leverage in connection with such derivatives can also increase 
risk of losses. Some of the Funds may also invest in foreign or international 
securities which involve greater risks than U.S. investments. 

   
   More comprehensive information, including a discussion of potential risks, 
is found in the current prospectus for each Fund which is distributed with 
and accompanies this prospectus. You should read the Fund prospectuses and 
consider carefully, and on a continuing basis, which Fund or combination of 
Funds is best suited to your long-term investment objectives. Additional 
prospectuses and statements of Additional Information for this Prospectus and 
for each of the Funds can be obtained from the Company's Home Office at the 
address and telephone number listed under the "Inquiries" section of the 
Prospectus Summary. 
    

   Conflicts of Interest (Mixed and Shared Funding). Shares of the Funds are 
sold to each of the Subaccounts for funding the variable annuity contracts 
issued by the Company. Shares of the Funds may also be sold to other 
insurance companies for the same purpose. This is referred to as "shared 
funding." Shares of the Funds may also be used for funding variable life 
insurance contracts issued by the Company or by third parties. This is 
referred to as "mixed funding." 

   Because the Funds available under the Contract are sold to fund variable 
annuity contracts and variable life insurance policies issued by us or by 
other companies, certain conflicts of interest could arise. If a conflict of 
interest were to occur, one of the separate accounts might withdraw its 
investment in the Trust, which might force the Trust to sell portfolio 
securities at disadvantageous prices, causing its per share value to 
decrease. The Board of Trustees of the Trust has agreed to monitor events in 
order 

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

to identify any material irreconcilable conflicts which might arise and to 
determine what action, if any, should be taken to address such conflict. 

CREDITED INTEREST OPTION 

   Purchase Payments may be allocated to the AICA Guaranteed Account (the 
"Guaranteed Account"). Through the Guaranteed Account, we guarantee 
stipulated rates of interest for stated periods of time. Amounts must remain 
in the Guaranteed Account for specified periods of the guaranteed term to 
receive the quoted interest rates, or a market value adjustment (which may be 
positive or negative) will be applied. (See the Appendix.) 

                                   PURCHASE 
================================================================================

CONTRACT AVAILABILITY 

   
   The Contracts are offered as (1) nonqualified deferred annuity contracts 
(we reserve the right to limit ownership of nonqualified Contracts to natural 
persons); (2) Individual Retirement Annuities, other than "SIMPLE IRAs" as 
defined in Section 408(p) of the Internal Revenue Code; or (3) qualified 
contracts used in conjunction with certain employer sponsored retirement 
plans pursuant to Section 401(a), 403(b) and 457 of the Code. Individual 
Retirement Annuities are currently available as rollovers, and may permit 
ongoing contributions, subject to state regulatory approval Additionally, 
availability of the Qualified Contracts described under item (3) is subject 
to approval by the Company and state regulatory agencies. 
    

   The maximum issue age for a Certificate Holder is generally 90; however, 
some states may require a lower maximum issue age. 

   Joint Certificate Holders. Contracts may be purchased by two individuals 
as Joint Certificate Holders. A Joint Certificate Holder must be the spouse 
of the other Joint Certificate Holder unless otherwise prohibited by state 
law. Tax law prohibits the purchase of Qualified Contracts by Joint 
Certificate Holders. 

PURCHASING INTERESTS IN THE CONTRACT 

   
   Group Contracts. Groups will generally consist of those eligible 
individuals who have established an account with a broker-dealer or a bank 
who has agreed to act as a Distributor for the Contracts. The Distributor or 
its designee will execute a master application and return it to the Company. 
The master application will then be delivered to the Company for its 
approval. Once the Application is approved, the Contract will be issued and 
the Contract Holder will be entitled to exercise certain limited rights under 
the Contract. (See "Contract Rights.") Under certain circumstances, the 
person who would otherwise be the Contract Holder may designate a trustee or 
other third party to act as Contract Holder in its place subject to 
applicable insurance laws. In that event, the third party would exercise the 
Contract rights for the group Contract. 
    

   
   Eligible individuals who want to purchase an interest in a Contract as 
part of the group will fill out an Application and return it with their 
initial Purchase Payment to their Registered Representative or to the 
Underwriter for delivery to the Company. Once the Application is accepted, a 
Certificate will be issued to the individual evidencing his or her interest 
in the group Contract. 
    

   
   Individual Contracts. Certain states will not allow a group Contract to be 
offered due to provisions in their insurance laws. In those states, an 
eligible individual will submit an application and will be issued a Contract 
rather than a Certificate. Individuals who want to purchase a Contract must 
fill out an Application and return it with their initial Purchase Payment to 
their Registered Representative or to the Underwriter for delivery to the 
Company. Once the Application is accepted, an individual Contract will be 
issued to the purchaser. 
    

   
   Rejection. Any Application and initial Purchase Payment tendered by a 
prospective Certificate Holder may be rejected for any reason by the Company. 
The Company will also return any forms that are incomplete or that do not 
include sufficient information to set up an Account, unless the forms are 
completed within five business days from the date the Company receives them, 
or unless the prospective Certificate Holder consents to the forms being held 
for a longer period of time. All forms that are rejected will be returned 
with a refund of all Purchase payments submitted with them. 
    

GENERAL 

   Certificate Holders. The Term "Certificate Holders," as used in this 
Prospectus, includes individuals purchasing an interest in the Contract as 
part of a group and individuals who acquire individual Contracts. Generally, 
Nonqualified Certificate Holders must be natural persons. 

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

   Joint Certificate Holders. Contracts may be purchased by two individuals 
as joint Certificate Holders, except for Contracts acquired by individuals 
for purposes of establishing a Qualified Contract. A joint Certificate Holder 
must be the spouse of the other joint Certificate Holder unless otherwise 
prohibited by state law. (See "Tax Status" and "Contract Rights.") 

PURCHASE PAYMENTS 

   You may make Purchase Payments under the Contract in one lump sum, through 
periodic payments or as a transfer from a pre-existing plan. 

   
   The minimum initial Purchase Payment amount is $1,500. Additional Purchase 
Payments must be at least $500, or if made by automatic check plan, $50 per 
month. In some states, a Contract issued as an Individual Retirement Annuity 
can accept only a lump sum, rollover Purchase Payment. Additional Purchase 
Payments made to an existing Contract are subject to the terms and conditions 
published by us at the time of the subsequent payment. A Purchase Payment of 
more than $1,000,000 will be allowed only with the Company's consent. We also 
reserve the right to reject any Purchase Payment to a prospective or existing 
Account without advance notice, unless prohibited by state law. 
    

   For Qualified Contracts, the Code imposes a maximum limit on annual 
Purchase Payments which may be excluded from a Certificate Holder's gross 
income. (See "Tax Status.") 

   
   Allocation of Purchase Payments. Purchase Payments will initially be 
allocated to the Subaccounts or the Guaranteed Account as specified on the 
Application. Changes in such allocation may be made in writing or by 
telephone transfer. Allocations must be in whole percentages, and there may 
be limitations on the number of investment options that can be selected. 
    

CONTRACT RIGHTS 

   The Contract Holder has title to the Contract and has the right to accept 
or reject any modifications to the Contract. For group Contracts, this is the 
only right the Contract Holder has. All other rights, specifically those 
relating to the Account under the Contract, are held by the Certificate 
Holder. Certificate Holders' rights are subject to rights of any assignee 
under an assignment filed with the Company and to the rights of any 
irrevocably named beneficiary. 

   
   Joint Certificate Holders have equal rights under the Contract and with 
respect to their Account. On the death of a joint Certificate Holder prior to 
the Annuity Date, the surviving Certificate Holder may retain all ownership 
rights under the Contract or elect to have the proceeds distributed. (See 
"Death Benefits.") All rights under the Contract must be exercised by both 
joint Certificate Holders with the exception of transfers among investment 
options; which can be exercised by one joint Certificate Holder, after the 
Account has been established. 
    

DESIGNATIONS OF BENEFICIARY AND ANNUITANT 

   
   You generally designate the beneficiary under the Contract on the 
Application. However, for Qualified Contracts issued in conjunction with a 
Code Section 401(a) qualified pension or profit sharing plan or a Code 
Section 457 deferred compensation plan, the employer or trustee must be both 
the Certificate Holder and the Beneficiary under the Contract, and the 
participant on whose behalf the Account was established must be the 
Annuitant. Under such plans the participant is generally allowed to designate 
a beneficiary under the plan, and the Certificate Holder may direct that we 
pay any death proceeds to the plan beneficiary. "Beneficiary" as used in this 
Prospectus refers to the person who is ultimately entitled to receive such 
proceeds. 
    

   For Qualified Contracts issued in conjunction with a Code Section 403(b) 
tax deferred annuity program subject to the Employee Retirement Income 
Security Act (ERISA), the spouse of a married participant must be the 
beneficiary of at least 50% of the Account Value. If the married participant 
is age 35 or older, the participant may name an alternate beneficiary 
provided he or she furnishes a waiver and spousal consent which meets the 
requirements of ERISA Section 205. The participant on whose behalf the 
Account was established must be the Annuitant. 

   
   For Qualified Contracts issued as an Individual Retirement Annuity, the 
Certificate Holder must be the Annuitant. For Nonqualified Contracts, the 
Certificate Holder and the Annuitant may, but need not, be the same person. 
    

RIGHT TO CANCEL 

   You may cancel the Contract or Certificate without penalty by returning it 
to the Company or to the person from whom the Contract was purchased with a 
written notice of your intent to cancel. In most states, you have ten days to 
exercise this right; some states allow you longer. Unless state law requires 
otherwise, the amount you will 

- --------------------------------------------------------------------------------
                                      4 
<PAGE> 

receive upon cancellation will reflect the investment performance of the 
Subaccounts into which your Purchase Payments were deposited. In some cases 
this may be more or less than the amount of your Purchase Payments; 
therefore, you bear the entire investment risk for amounts allocated among 
the Subaccounts during the free look period. Under Contracts issued as 
Individual Retirement Annuities, you will receive a refund of your Purchase 
Payment. Account Values will be determined as of the Valuation Date on which 
we receive your request for cancellation at our Home Office. 

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

DAILY DEDUCTIONS FROM THE SEPARATE ACCOUNT 

   Mortality and Expense Risk Charge. The Company makes a daily deduction 
from each of the Subaccounts for the mortality and expense risk charge. The 
charge is equal, on an annual basis, to 1.25% of the daily net assets of the 
Subaccounts and compensates the Company for the assumption of the mortality 
and expense risks under the Contract. The mortality risks are those assumed 
for our promise to make lifetime payments according to annuity rates 
specified in the Contract. The expense risk is the risk that the actual 
expenses for costs incurred under the Contract will exceed the maximum costs 
that can be charged under the Contract. 

   If the amount deducted for mortality and expense risks is not sufficient 
to cover the mortality costs and expense shortfalls, the loss is borne by the 
Company. If the deduction is more than sufficient, the excess may be used to 
recover distribution expenses relating to the Contracts and as a source of 
profit to the Company. The Company expects to make a profit from the 
mortality and expense risk charge. 

   Administrative Charge. During the Accumulation Period, the Company makes a 
daily deduction from each of the Subaccounts for an administrative charge. 
The charge is equal, on an annual basis, to 0.15% of the daily net assets of 
the Subaccounts and compensates the Company for administrative expenses that 
exceed revenues from the maintenance fee described below. The charge is set 
at a level which does not exceed the average expected cost of the 
administrative services to be provided while the Contract is in force. The 
Company does not expect to make a profit from this charge. 

   During the Annuity Period, the Company reserves the right to make a 
deduction for the administrative charge of an amount equal, on an annual 
basis, up to 0.25% of the daily net assets of the Subaccounts. There is 
currently no administrative charge during the Annuity Period. Once an Annuity 
Option is elected, the charge will be established and will be effective 
during the entire Annuity Period. 

MAINTENANCE FEE 

   During the Accumulation Period, the Company will deduct an annual 
maintenance fee from the Account Value. The maintenance fee is to reimburse 
the Company for some of its administrative expenses relating to the 
establishment and maintenance of the Accounts. 

   
   The maintenance fee deducted under the Contract is $30. The maintenance 
fee will be deducted annually on the anniversary of the Contract effective 
date. It is deducted on a pro rata basis from each investment option in which 
you have an interest. If your entire Account Value is withdrawn, the full 
maintenance fee, if applicable, will be deducted at the time of withdrawal. 
The maintenance fee will not be deducted (either annually or upon withdrawal) 
if your Account Value is $50,000 or more on the day the maintenance fee is 
due. 
    

DEFERRED SALES CHARGE 

   Withdrawals of all or a portion of the Account Value may be subject to a 
deferred sales charge. The deferred sales charge is a percentage of the 
Purchase Payments withdrawn from the Subaccounts and the Guaranteed Account 
and is based on the number of years which have elapsed since the Purchase 
Payment was made. The deferred sales charge for each Purchase Payment is 
determined by multiplying the Purchase Payment withdrawn by the appropriate 
percentage, in accordance with the schedule set forth in the table below. 

   The charge only applies to the Purchase Payment (not to any associated 
changes in value). To satisfy a partial withdrawal, the deferred sales charge 
is calculated as if the Purchase Payments are withdrawn in the same order 
they were applied to the Account. Partial withdrawals from the Guaranteed 
Account will be treated as described in the Appendix and the prospectus for 
the Guaranteed Account. The total charge will be the sum of the charges 
applicable for all of the Purchase Payments withdrawn. Reduced charges apply 
to Purchase Payments in excess of $1.5 million. 

- --------------------------------------------------------------------------------
                                      5 
<PAGE> 

      Years since receipt            Deferred Sales 
      of Purchase Payment           Charge Deduction 
 ------------------------------- ---------------------- 
Less than 1                                7% 
1 or more but less than 2                  6% 
2 or more but less than 3                  5% 
3 or more but less than 4                  4% 
4 or more but less than 5                  3% 
5 or more but less than 6                  2% 
6 or more but less than 7                  1% 
7 or more                                  0% 

   A deferred sales charge will not be deducted from any portion of a 
Purchase Payment withdrawn if the withdrawal is: 

(bullet) applied to provide Annuity benefits; 

(bullet) paid to a Beneficiary due to the Certificate Holder's death before 
         Annuity Payments start, up to a maximum of the Purchase Payment(s) 
         in the Account on the Certificate Holder's date of death (if the 
         Certificate Holder is a non-natural person, death benefits are paid 
         at the death of the Annuitant); 

(bullet) made due to the election of an Additional Withdrawal Option (see 
         "Additional Withdrawal Options"); 

   
(bullet) if approved by your state, under a Qualified Contract when the 
         amount withdrawn is equal to the minimum distribution required by 
         the Code for this Contract calculated using a method permitted under 
         the Code and agreed to by the Company; 
    

(bullet) paid upon a full withdrawal where the Account Value is $2,500 or 
         less and no amount has been withdrawn during the prior 12 months; or 

   
(bullet) paid if we close out your Account when the value is less than $2,500 
         (or other amount required by state law). 
    

   After the first Account Year, you may withdraw all or a portion of your 
Purchase Payments without a deferred sales charge, provided that (1) such 
withdrawal occurs within three years of your admission to a licensed nursing 
care facility (including non-licensed facilities in New Hampshire), and (2) 
you have spent at least 45 consecutive days in such facility. This waiver of 
deferred sales charge does not apply if you are in a nursing care facility at 
the time the Account is established. It will also not apply if otherwise 
prohibited by state law. 

   The Company does not anticipate that the deferred sales charge will cover 
all sales and administrative expenses which it incurs in connection with the 
Contract. The difference will be covered by the general assets of the Company 
which are attributable, in part, to mortality and expense risk charges under 
the Contract described above. 

   
   Free Withdrawals. At least 12 months after the date the first Purchase 
Payment is applied to your Account and subject to the restrictions described 
below, you may withdraw up to 15% of your current Account Value during each 
calendar year without imposition of a deferred sales charge. The free 
withdrawal applies only to the first partial or full withdrawal in each 
calendar year. The free withdrawal amount will be based on the Account Value 
calculated on the Valuation Date next following our receipt of your request 
for withdrawal. If your withdrawal exceeds the free withdrawal allowance, we 
will deduct a deferred sales charge on the excess amount. (See the Appendix 
for a discussion of withdrawals from the Guaranteed Account.) This provision 
may not be exercised if an Additional Withdrawal Option is in effect in the 
same calendar year or if you have withdrawn a minimum distribution required 
by the Code for which the deferred sales charge has been waived in the same 
calendar year. (See "Additional Withdrawal Options.") 
    

FUND EXPENSES 

   Each Fund incurs certain expenses which are paid out of its net assets. 
These expenses include, among other things, the investment advisory or 
"management" fee. The expenses of the Funds are set forth in the Fee Table in 
this Prospectus and described more fully in the accompanying Fund 
prospectuses. 

PREMIUM AND OTHER TAXES 

   
   Several states and municipalities currently impose a premium tax on 
Annuities. These taxes currently range from 0% to 4%. Ordinarily, any 
applicable state premium tax will be deducted from the Account Value when it 
is applied to an Annuity option. However, we reserve the right to deduct 
state premium tax at any time from the Purchase Payment(s) or from the 
Account Value, but no earlier than when we have a tax liability under state 
law. 
    

   Any municipal premium tax assessed at a rate in excess of 1% will be 
deducted from the Purchase Payment(s) or from the amount applied to an 
Annuity option based on our determination of when such tax is due. We will 
absorb any municipal premium tax which is assessed at 1% or less. We reserve 
the right, however, to reflect this added expense in our Annuity purchase 
rates for residents of such municipalities. 

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                                      6 
<PAGE> 

                              CONTRACT VALUATION 
================================================================================

ACCOUNT VALUE 

   Until the Annuity Date, the Account Value is the total dollar value of 
amounts held in the Account as of any Valuation Date. The Account Value at 
any given time is based on the value of the units held in each Subaccount, 
plus the value of amounts held in the Guaranteed Account. 

ACCUMULATION UNITS 

   The value of your interests in a Subaccount is expressed as the number of 
"Accumulation Units" that you hold multiplied by an "Accumulation Unit Value" 
(or "AUV") for each unit. The AUV on any Valuation Date is determined by 
multiplying the value on the immediately preceding Valuation Date by the net 
investment factor of that Subaccount for the period between the immediately 
preceding Valuation Date and the current Valuation Date. (See "Net Investment 
Factor" below.) The Accumulation Unit Value will be affected by the 
investment performance, expenses and charges of the applicable Fund and is 
reduced each day by a percentage that accounts for the daily assessment of 
mortality and expense risk charges and the administrative charge. 

   
   Initial Purchase Payments will be credited to your Account at the AUV 
computed on the next valuation date following our acceptance of the 
Application as described under "Purchasing Interests in the Contract." Each 
subsequent Purchase Payment (or amount transferred) received by the Company 
by the close of business of the New York Stock Exchange will be credited to 
your Account at the AUV computed on the next Valuation Date following our 
receipt of your payment or transfer request. The value of an Accumulation 
Unit may increase or decrease. 
    

NET INVESTMENT FACTOR 

   
   The net investment factor is used to measure the investment performance of 
a Subaccount from one Valuation Date to the next. The net investment factor 
for a Subaccount for any valuation period is equal to the sum of 1.0000 plus 
the net investment rate. The net investment rate equals: 
    

(a) the net assets of the Fund held by the Subaccount on the current 
    Valuation Date, minus 

(b) the net assets of the Fund held by the Subaccount on the preceding 
    Valuation Date, plus or minus 

(c) taxes or provisions for taxes, if any, attributable to the operation of 
    the Subaccount; 

(d) divided by the total value of the Subaccount's Accumulation and Annuity 
    Units on the preceding Valuation Date, 

   
(e) minus a daily charge at the annual effective rate of 1.25% for mortality 
    and expense risks, and an administrative charge of 0.15% during the 
    Accumulation Period and up to 0.25% during the Annuity Period (currently 
    0% during the Annuity Period). 
    

   The net investment rate may be either positive or negative. 

                                  TRANSFERS 
================================================================================

   
   At any time prior to the Annuity Date, you can transfer amounts held under 
your Account among the investment options available. Transfers from the 
Guaranteed Account may be subject to a market value adjustment. (See the 
Appendix.) If approved by your state, during the Annuity Period, if you have 
elected a Variable Annuity, you can make transfers only among the Subaccounts 
available during the Annuity Period. (See "Annuity Options") A request for 
transfer can be made either in writing or by telephone. The telephone 
transfer privilege is available automatically; no special election is 
necessary. All transfers must be in accordance with the terms of the 
Contract. Any transfer will be based on the Accumulation Unit Value next 
determined after the Company receives a valid transfer request at its Home 
Office. 
    

   
   During the Accumulation Period, twelve free transfers are allowed per 
calendar year. Thereafter, the Company reserves the right to charge up to $10 
for each additional transfer. We currently do not impose this charge. 
    

DOLLAR COST AVERAGING PROGRAM 

   
   You may establish automated transfers of Account Values on a monthly or
quarterly basis through the Company's Dollar Cost Averaging Program. Dollar cost
averaging is a system for investing a fixed amount of money at regular intervals
over a period of time. The Dollar Cost Averaging Program permits the transfer of
amounts from any of the variable funding options and an available Guaranteed
Term subject to the Company's terms and conditions to any of the Subaccounts. A
market value adjustment will not be applied to dollar cost
    

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                                      7 
<PAGE> 

   
averaging transfers from any such Guaranteed Term. (See the Appendix for a
discussion of the restrictions and features attributable to the Guaranteed
Account.)
    

   Dollar Cost Averaging does not ensure a profit nor guarantee against loss 
in a declining market. You should consider your financial ability to continue 
purchases through periods of low price levels. For additional information, 
please refer to the "Inquiries" section of the Prospectus Summary, which 
describes how you can obtain further information. 

   Dollar Cost Averaging is not available to individuals who have elected an 
Additional Withdrawal Option or the Account Rebalancing Program. 

ACCOUNT REBALANCING PROGRAM 

   
   The Account Rebalancing Program allows you to have portions of your 
Account Value automatically reallocated annually to a specified percentage or 
at other more frequent intervals as allowed by the Company under the program. 
Only Account Values accumulating in the Subaccounts can be rebalanced. You 
may participate in this program by completing the Account Rebalancing section 
of the Application, or by sending a written request to the Company at its 
Home Office. 
    

   
   Account Rebalancing is not available to Certificate Holders who have 
elected the Dollar Cost Averaging Program. 
    

                                 WITHDRAWALS 
================================================================================

   
   All or a portion of your Account Value may be withdrawn at any time during 
the Accumulation Period. Withdrawal restrictions applicable to Section 403(b) 
Contracts are described below. To request a withdrawal, you must properly 
complete a disbursement form and send it to our Home Office. Payments for 
withdrawal requests will be made in accordance with Securities and Exchange 
Commission requirements, but normally not later than seven calendar days 
following our receipt of a disbursement form. Withdrawals may be subject to a 
deferred sales charge (See "Charges and Deductions") and to taxes and to tax 
penalties (See "Tax Status.") 
    

   Withdrawals may be requested in one of the following forms: 

(bullet) Full Withdrawal of an Account: The amount paid for a full withdrawal 
         will be the Adjusted Account Value minus any applicable deferred 
         sales charge and maintenance fee due. 

(bullet) Partial Withdrawals (Percentage): The amount paid will be the 
         percentage of the Adjusted Account Value requested minus any 
         applicable deferred sales charge. 

(bullet) Partial Withdrawals (Specified Dollar Amount): The amount paid will 
         be the dollar amount requested. However, the amount withdrawn from 
         your Account will equal the amount you request plus any applicable 
         deferred sales charge and plus or minus any applicable market value 
         adjustment. 

   
   For any partial withdrawal, the value of the Accumulation Units canceled 
will be withdrawn proportionately from the Guaranteed Account or each 
Subaccount in which your Account is invested, unless you request otherwise in 
writing. All amounts paid will be based on your Account Value as of the next 
Valuation Date after we receive a request for withdrawal at our Home Office, 
or on such later date as the disbursement form may specify. 
    

   The tax treatment of withdrawals from each Nonqualified Contract may be 
affected if you own other annuity contracts issued by us (or our affiliates) 
that were purchased on or after October 21, 1988. (See "Tax Status.") 

   Withdrawal Restrictions from 403(b) Plans. Under Section 403(b) Contracts, 
the withdrawal of salary reduction contributions and earnings on such 
contributions is generally prohibited prior to the participant's death, 
disability, attainment of age 59-1/2, separation from service or financial 
hardship. (See "Tax Status.") 

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

   The Company offers certain withdrawal options under the Contract that are 
not considered annuity options ("Additional Withdrawal Options"). To exercise 
these options, your Account Value must meet the minimum dollar amounts and 
age criteria applicable to that option. 

   The Additional Withdrawal Options currently available under the Contract 
include the following: 

(bullet) SWO--Systematic Withdrawal Option. SWO is a series of partial 
         withdrawals from your Account based on a 

- --------------------------------------------------------------------------------
                                      8 
<PAGE> 

         payment method you select. It is designed for those who want a 
         periodic income while retaining investment flexibility for amounts 
         accumulated under a Contract. 

   
(bullet) ECO--Estate Conservation Option. ECO offers the same investment 
         flexibility as SWO but is designed for those who want to receive 
         only the minimum distribution that the Code requires each year. ECO 
         is available only under Qualified Contracts. Under ECO, the Company 
         calculates the minimum distribution amount required by law, and pays 
         you that amount once a year. (See "Tax Status.") 
    

   Other Additional Withdrawal Options may be added from time to time. 
Additional information relating to any of the Additional Withdrawal Options 
may be obtained from your local representative or from the Company at its 
Home Office. 

   
   If you select one of the Additional Withdrawal Options, you will retain 
all of the rights and flexibility permitted under the Contract during the 
Accumulation Period. Your Account Value will continue to be subject to the 
charges and deductions described in this Prospectus. Taking a withdrawal 
under one of these Additional Withdrawal Options may have tax consequences. 
Any person concerned about tax implications should consult a competent tax 
advisor prior to electing an option. 
    

   
   Once you elect an Additional Withdrawal Option, you may revoke it any time 
by submitting a written request to our Home Office. Once an option is 
revoked, it may not be elected again for three years, nor may any other 
Additional Withdrawal Options be elected unless permitted by the Code. The 
Company reserves the right to discontinue the availability of one or all of 
these Additional Withdrawal Options for new elections at any time, and/or to 
change the terms of future elections. 
    

                   DEATH BENEFIT DURING ACCUMULATION PERIOD 
================================================================================

   A death benefit will be payable to the Beneficiary(ies) if the Certificate 
Holder dies before Annuity Payments have commenced. Upon the death of a Joint 
Certificate Holder prior to the Annuity Date, the surviving Certificate 
Holder, if any, will become the designated Beneficiary. Any other Beneficiary 
designation on record with the Company at the time of death will be treated 
as a contingent Beneficiary. If the Certificate Holder is a non-natural 
person, the death benefit will be paid to the Beneficiary(ies) at the death 
of the Annuitant. 

   A Beneficiary may elect the death benefit to be paid under one of the 
options described below or if the designated Beneficiary is the spouse of the 
Certificate Holder, he or she may continue as a Certificate Holder and 
exercise all the deceased Certificate Holder's rights under the Contract. 

DEATH BENEFIT AMOUNT 

   Upon the death of the Certificate Holder (or the Annuitant when the 
Certificate Holder is a non-natural person), the death benefit proceeds will 
be the greatest of: 

(1) The Account Value as of the Valuation Date next following our receipt at 
    our Home Office of proof of death and election of the payment type to be 
    made; or 

(2) The Account Value on the most recent seventh year anniversary of the 
    Effective Date plus any Purchase Payments made after such Effective Date 
    anniversary less any withdrawals and any amounts annuitized; or 

(3) The amount of the death benefit determined as of the Valuation Date 
    corresponding to the date of death as follows: 

     (i) Until the first Effective Date anniversary, the death benefit is 
         equal to the Purchase Payments made by the Certificate Holder during 
         that year, less any withdrawals and any amounts annuitized. 

   For each year thereafter, the death benefit during the year is equal to 
the death benefit at the beginning of the year (see (ii) below) plus all 
Purchase Payments made during the year less any withdrawals and any amounts 
annuitized that year. 

    (ii) On the anniversary of the Effective Date each year, the death 
         benefit is determined as follows: 

         (a) The death benefit on the previous Effective Date anniversary 
             increased by the death benefit factor of 4%; plus 

         (b) Purchase Payments made by the Certificate Holder during the year 
             since the last anniversary of the Effective Date increased by 
             the death benefit factor of 4% for the portion of the year since 
             the Purchase Payment was made; less 

- --------------------------------------------------------------------------------
                                      9 
<PAGE> 

         (c) Any withdrawals or amounts applied to an Annuity Option during 
             the year increased by the death benefit factor of 4% for the 
             portion of the year since the withdrawal or election of an 
             Annuity Option. 

   
   Currently there is no limitation on the maximum death benefit payable; 
however, we reserve the right, in the future, to impose a limitation on the 
maximum allowable death benefit under sections (2) and (3) above. We 
currently do not anticipate imposing such a limitation prior to May 1, 2000. 
    

   The death benefit calculation described in (2) and (3) applies until the 
Certificate Holder attains age 85. Thereafter, the death benefit is only 
adjusted for Purchase Payments, withdrawals and annuitizations. If the 
Certificate Holder attains age 85 prior to the seventh anniversary of the 
Effective Date, the death benefit will be the greater of (1) or (3) above. If 
the Certificate Holder is a non-natural person the Death Benefit calculation 
will be based on the age of the Annuitant. 

   The excess, if any, of the guaranteed death benefit value over the Account 
Value is determined when we receive proof of death at our Home Office. Any 
excess amount is allocated to the Federated Prime Money Fund II Subaccount. 
The Account Value plus any excess amount deposited becomes the Account Value. 

   In the case of a spousal Beneficiary who continues the Account in his or 
her own name, the death benefit shall be equal to the Adjusted Account Value 
less any applicable deferred sales charge on any Purchase Payment made after 
we receive proof of death. 

   For amounts held in the Guaranteed Account, see the Appendix for a 
discussion of the calculation of death benefit proceeds. 

DEATH BENEFIT PAYMENT OPTIONS 

   Death benefit proceeds may be paid to the Beneficiary as described below. 
Prior to any election, the Account Value will remain in the Account and the 
Account Value will continue to be affected by the investment performance of 
the investment option(s) selected. The Beneficiary has the right to allocate 
or transfer any amount to any available investment option (subject to an MVA, 
as applicable). The Code requires that distributions begin within a certain 
time period, as described below. If no elections are made, no distributions 
will be made. Failure to commence distribution within those time periods can 
result in tax penalties. 

Nonqualified Contracts. If the Certificate Holder (or Annuitant if the 
Certificate Holder is a non-natural person) dies and the Beneficiary is the 
surviving spouse, he or she will automatically become the successor 
Certificate Holder. The successor Certificate Holder may exercise all rights 
under the Contract and elect to (1) continue in the Accumulation Period, or 
(2) apply some or all of the Adjusted Account Value to any of the Annuity 
Options or (3) receive, at any time, a lump sum payment of the death benefit. 
Under the Code, distributions are not required until the successor 
Certificate Holder's death. 

   If the Certificate Holder (or Annuitant if the Certificate Holder is a 
non-natural person) dies and the Beneficiary is not the surviving spouse, he 
or she may elect Option (2) or (3) above. Any portion of the death benefit 
distributed in installments over the life or life expectancy beginning within 
one year of the date of death, must be distributed within five years of the 
date of death. (See "Tax Status of the Contract.") A market value adjustment 
will apply at the time the death benefit is paid. 

Qualified Contracts. Under a Qualified Contract where the Certificate Holder 
is a trust or an employer, the death benefit is paid at the death of the 
Annuitant. The Beneficiary has the following options: (1) apply some or all 
of the Adjusted Account Value to any of the Annuity Options, subject to the 
distribution rules in Code Section 401(a)(9), or (2) receive at any time a 
lump sum payment equal to all or a portion of the Adjusted Account Value. If 
the Account was established in conjunction with a Section 401(a) qualified 
pension or profit sharing plan or a Section 457 deferred compensation plan, 
payment will be made, as directed by the Certificate Holder, to either the 
Certificate Holder or to the plan beneficiary. 

   If ECO or SWO is in effect and the participant dies before the required 
beginning date for minimum distributions, payments will cease. A Beneficiary 
may receive distributions under ECO or SWO provided the election would 
satisfy the Code minimum distribution rules and would be permitted under the 
Plan. 

   If ECO or SWO is in effect and the participant dies after the required 
beginning date for minimum distributions, payments will continue as permitted 
under the Code minimum distribution rules, unless revoked. 

   Death benefit payments must satisfy the distribution rules in Code Section 
401(a)(9). (See "Tax Status of the Contract.") 

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

DEATH OF THE ANNUITANT 

   If the Certificate Holder is a non-natural person, a death benefit is paid 
at the death of the Annuitant and a new Annuitant may not be named. In all 
other circumstances, if the Annuitant who is not a Certificate Holder dies on 
or before the Annuity Date, no Death Benefit is due and a new Annuitant may 
be named. If no Annuitant is named, the Certificate Holder will be the 
Annuitant. If the Annuitant dies after the Annuity Date, the death benefit, 
if any, will be payable to the Beneficiary as specified in the Annuity Option 
elected. We will require proof of the Annuitant's death. Death benefits will 
be paid at least as rapidly as would have been paid under the method of 
distribution in effect at the time of the Annuitant's death. 

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

ANNUITY PERIOD ELECTIONS 

   You must notify us in writing of the date you want Annuity Payments to 
start (the "Annuity Date") and the Annuity Option elected. Payments may not 
begin earlier than one year after purchase, or, unless we consent, later than 
the later of (a) first day of the month following the Annuitant's 90th 
birthday or (b) the tenth anniversary (fifth anniversary for Contracts or 
Certificates issued in Pennsylvania) of the last Purchase Payment. 

   
   As of January 1, 1997, the Code generally requires that for Qualified 
Contracts, other than for IRAs and for five- percent owners in other 
Qualified Contracts, minimum annual distributions of the Account Value must 
begin by April 1st of the calendar year following the calendar year in which 
a participant attains age 70-1/2 or retires, whichever occurs later. For IRA 
depositors and for five-percent owners, minimum distributions must begin by 
April 1 of the calendar year following the calendar year in which the 
participant attains age 70-1/2. In addition, distributions must be in a form 
and amount sufficient to satisfy the Code requirements. These requirements 
may be satisfied by the election of certain Annuity Options or Additional 
Withdrawal Options. (See "Tax Status.") For Nonqualified Contracts, failure 
to select an Annuity Option and an Annuity Date, or postponement of the 
Annuity Date past the Annuitant's 90th birthday or tenth anniversary of the 
last Purchase Payment, may have adverse tax consequences. You should consult 
with a qualified tax adviser if you are considering such a course of action. 
    

   At least 30 days prior to the Annuity Date, you must notify us in writing 
of the following: 

(bullet) the date on which you would like annuity payments to begin; 

(bullet) the Annuity Option under which you want payments to be calculated 
         and paid; 

(bullet) whether the payments are to be made monthly, quarterly, 
         semi-annually or annually; and 

(bullet) the investment option(s) used to provide annuity payments (i.e., a 
         fixed annuity using the general account or any of the Subaccounts 
         available at the time of annuitization). 

   
   Annuity Payments will not begin until you have selected an Annuity Option. 
Until a date and option are elected, the Account will continue in the 
Accumulation Period. Once annuity payments begin, the Annuity Option may not 
be changed. (See "Annuity Options" below for more information about transfers 
during the Annuity Period.) 
    

PARTIAL ANNUITIZATION 

   
   You may elect an Annuity Option with respect to a portion of the Account 
Value, while leaving the remaining portion of the Account Value invested in 
the Accumulation Period. The Code and the regulations do not specifically 
address the tax treatment applicable to payments provided in this way. 
Whether such payments are taxable as annuity payments or as withdrawals is 
currently unclear, therefore you should consult with a qualified tax adviser 
if you are considering a partial annuitization of your Account. 
    

ANNUITY OPTIONS 

   
   You may choose one of the following Annuity Options. 
    

   
   The Certificate Holder may choose one of the following Annuity Options: 
    

   
Lifetime Annuity Options: 
    

   
(bullet) Option 1--Life Annuity--An annuity with payments ending on the 
         Annuitant's death. 
    

   
(bullet) Option 2--Life Annuity with Guaranteed Payments--An annuity with 
         payments guaranteed for 5-30 years. 
    

   
*(bullet) Option 3--Life Annuity with Cash Refund Feature--An annuity with a 
          cash refund feature. Payments are 
    

- --------------------------------------------------------------------------------
                                      11 
<PAGE> 

   
          guaranteed for the amount applied to the Annuity option. If the 
          Annuitant dies before the amount applied to the Annuity Option 
          (less any applicable premium tax) has been paid, any remaining 
          balance will be paid in one sum to the Beneficiary. This option is 
          available only when all payments are as a fixed Annuity. 
    

   
(bullet) Option 4--Life Annuity Based Upon the Lives of Two Annuitants--An 
         annuity paid during the lives of the Annuitant and a second 
         Annuitant. The Certificate Holder selects an Annuity with 100%, 
         66-2/3% or 50% of the payment to continue after the first death, or 
         an Annuity with 100% of the payment to continue at the death of the 
         second Annuitant and 50% of the payment to continue at the death of 
         the Annuitant. 
    

   
(bullet) Option 5--Life Annuity Based Upon the Lives of Two Annuitants with 
         Guaranteed Payments--An Annuity with Payments for a minimum of 5-30 
         years, with 100% of the payment to continue after the first death. 
    

   
*(bullet) Option 6--Life Annuity Based Upon the Lives of Two Annuitants with 
          a Cash Refund Feature--An Annuity with 100% of the payment to 
          continue after the first death with a cash refund feature. Payments 
          are guaranteed for the amount applied to the Annuity Option. If 
          both Annuitants die prior to the total payment of the amount 
          applied to the Annuity Option (less any premium tax), any remaining 
          balance will be paid in one sum to the beneficiary. This option is 
          available only when all payments are as a Fixed Annuity. 
    

   
* (If approved by your state) 
    

   
   If Option 1 or 4 is elected, it is possible that only one Annuity Payment 
will be made if the Annuitant under Option 1, or the surviving Annuitant 
under Option 4, should die prior to the due date of the second Annuity 
Payment. Once lifetime Annuity payments begin, the Certificate Holder cannot 
elect to receive a lump-sum settlement. 
    

Nonlifetime Annuity Option: 

   
   Under this option, payments may be made for 5-30 years, as selected by the 
Certificate Holder. If this option is elected as a variable Annuity, the 
Certificate Holder may request that the present value of all or any portion 
of the remaining variable payments be paid in one sum. If elected on a fixed 
basis, you cannot elect to receive a lump-sum settlement. 
    

   
   We may also offer additional Annuity Options under your Contract from time 
to time. You can call the number listed in the "Inquiries" section of the 
Prospectus Summary, to determine which options are available and the terms of 
such options. Additional or enhanced options may not be available to those 
who have already commenced receiving Annuity payments. 
    

ANNUITY PAYMENTS 

   
   Duration of Payments. For Qualified Contracts only, Annuity payments may 
not extend beyond (a) the life of the Annuitant, (b) the joint lives of the 
Annuitant and beneficiary, (c) a period certain greater than the Annuitant's 
life expectancy, or (d) a period certain greater than the joint life 
expectancies of the Annuitant and beneficiary. 
    

   
   Amount of Each Annuity Payment. The amount of each payment depends on how 
you allocate your Account Value between fixed and variable payouts (some 
options require all payments be made on a fixed basis). No election may be 
made that would result in the first Annuity Payment of less than $50, or $250 
per year for total yearly Annuity Payments (less if required by state law). 
If the Account Value on the Annuity Date is insufficient to elect an option 
for the minimum amount specified, a lump-sum payment must be elected. 
    

   If Annuity Payments are to be made on a variable basis, the first and 
subsequent payments will vary depending on the assumed net investment rate 
selected (3-1/2% or 5% per annum). Selection of a 5% rate causes a higher 
first payment, but Annuity Payments will increase thereafter only to the 
extent that the net investment rate exceeds 5% on an annualized basis (plus 
up to 0.25% to offset any applicable administrative charge). Annuity Payments 
would decline if the rate were below 5%. Use of the 3-1/2% assumed rate 
causes a lower first payment, but subsequent payments would increase more 
rapidly or decline more slowly as changes occur in the net investment rate. 
(See the Statement of Additional Information for further discussion on the 
impact of selecting an assumed net investment rate.) 

CHARGES DEDUCTED DURING THE ANNUITY PERIOD 

   
   We make a daily deduction for mortality and expense risks from any amounts 
held on a variable basis. Therefore, electing the nonlifetime option on a 
variable basis will result in a deduction being made even though we assume no 
mortality risk. We may also deduct a daily administrative charge from amounts 
held under the variable options. This charge, established when a variable 
Annuity Option is elected, will not exceed 0.25% per year of amounts held on 
a variable basis. Once established, the charge will be effective during the 
entire Annuity Period. (See "Charges and Deductions.") 
    

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                                      12 
<PAGE> 

   
DEATH BENEFIT PAYABLE DURING THE ANNUITY PERIOD 
    

   
   The death benefit, if any, due when the Annuitant dies after Annuity 
Payments have begun, will depend on the terms of the Contract and the Annuity 
Option selected. If Option 1 or Option 4 was elected, Annuity Payments will 
cease on the death of the Annuitant under Option 1 or the death of the 
surviving Annuitant under Option 4. 
    

   
   If Lifetime Option 2 or Option 5 was elected and the death of the 
Annuitant under Option 2, or the surviving Annuitant under Option 5, occurs 
prior to the end of the guaranteed minimum payment period, we will continue 
payments to the Beneficiary unless the Beneficiary elects a lump sum. 
    

   
   If the nonlifetime option was elected, and the Annuitant dies before all 
payments are made, the value of any remaining payments will be paid to the 
Beneficiary unless the Beneficiary elects a lump sum. 
    

   
   When the Annuitant dies after Annuity Payments have begun and if there is 
a death benefit payable under the Annuity option elected, the remaining value 
must be distributed to the Beneficiary at least as rapidly as under the 
original method of distribution. 
    

   
   Any lump-sum payment paid under the applicable lifetime or nonlifetime 
Annuity options will be made within seven calendar days after acceptable 
proof of death, and a request for payment are received at our Home Office. 
The value of any death benefit proceeds will be determined as of the next 
Valuation Date after we receive acceptable proof of death and a request for 
payment. Under Options 2 and 5, such value will be reduced by any payments 
made after the date of death. 
    

DEATH OF THE CERTIFICATE HOLDER DURING THE ANNUITY PERIOD 

   If the Certificate Holder is the Annuitant, and the Annuity Payments are 
solely life contingent, the death of the Certificate Holder after the Annuity 
Date terminates the Annuity payments. If the Certificate Holder is not the 
Annuitant, or if Annuity Payments are for a stated period of time, the 
Certificate Holder's death after the Annuity Date will not affect the Annuity 
payment except as provided under "Death of the Annuitant." The remaining 
payments under the Annuity Option elected will be made to the Beneficiary at 
least as rapidly as under the method of distribution in effect at the time of 
the Certificate Holder's death. 

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

INTRODUCTION 

   
   The following provides a general discussion and is not intended as tax 
advice. This discussion reflects the Company's understanding of current 
federal income tax law. Such laws may change in the future, and it is 
possible that any change could be retroactive (i.e., effective prior to the 
date of the change). In addition, this discussion does not cover the 
potential application of federal estate and gift tax laws, or state, local or 
any other tax law. The Company makes no guarantee regarding the tax treatment 
of any contract or transaction involving a Contract. 
    

   
   The Contract may be purchased on a non-tax qualified basis ("Nonqualified 
Contract") or purchased and used in connection with certain retirement 
arrangements entitled to special income tax treatment under Section 401(a), 
403(b), 408(b) or 457 of the Code ("Qualified Contracts"). The ultimate 
effect of federal income taxes on the amounts held under a Contract, on 
Annuity payments, and on the economic benefit to the Contract Holder, 
Certificate Holder or Beneficiary may depend upon the tax status of the 
individual concerned. Any person concerned about these tax implications 
should consult a competent tax adviser before initiating any transaction. 
    

TAXATION OF THE COMPANY 

   The Company is taxed as a life insurance company under the Code. Since the 
Separate Account is not an entity separate from the Company, it will not be 
taxed separately as a "regulated investment company" under the Code. 
Investment income and realized capital gains are automatically applied to 
increase reserves under the Contracts. Under existing federal income tax law, 
the Company believes that the Separate Account investment income and realized 
net capital gains will not be taxed to the extent that such income and gains 
are applied to increase the reserves under the Contracts. 

   Accordingly, the Company does not anticipate that it will incur any 
federal income tax liability attributable to the Separate Account and, 
therefore, the Company does not intend to make provisions for any such taxes. 
However, if changes in the federal tax laws or interpretation thereof result 
in the Company being taxed on income or gains attributable to the Separate 
Account, then the Company may impose a charge against the Separate Account 
(with respect to some or all Contracts) in order to set aside provisions to 
pay such taxes. 

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                                      13 
<PAGE> 

TAX STATUS OF THE CONTRACT 

Diversification. Section 817(h) of the Code requires that with respect to 
Nonqualified Contracts, the investments of the Funds be "adequately 
diversified" in accordance with Treasury Regulations in order for the 
Contracts to qualify as annuity contracts under federal tax law. The Separate 
Account, through the Funds, intends to comply with the diversification 
requirements prescribed by the Treasury in Reg. Sec. 1.817-5, which affects 
how the Funds' assets may be invested. 

   In addition, in certain circumstances, owners of variable annuity 
contracts may be considered the owners, for federal income tax purposes, of 
the assets of the separate accounts used to support their contracts. In these 
circumstances, income and gains from the separate account assets would be 
includible in the variable contract owner's gross income. The IRS has stated 
in published rulings that a variable contract owner will be considered the 
owner of separate account assets if the owner possesses incidents of 
investment control over the assets. The ownership rights under the contract 
are similar to, but different in certain respects from those described by the 
IRS in rulings in which it was determined that owners were not owners of 
separate account assets. For example, a Certificate Holder has additional 
flexibility in allocating premium payments and account values. In addition, 
the number of funds provided under the Contract is greater than the number of 
funds offered in contracts on which rulings have been issued. These 
differences could result in a Certificate Holder being treated as the owner 
of a pro rata portion of the assets of the Separate Account. The Company 
reserves the right to modify the Contract as necessary to attempt to prevent 
a Certificate Holder from being considered the owner of a pro rata share of 
the assets of the Separate Account. 

   Required Distributions--Nonqualified Contracts. In order to be treated as 
an annuity contract for federal income tax purposes, Section 72(s) of the 
Code requires Nonqualified Contracts to provide that (a) if any Certificate 
Holder dies on or after the Annuity Date but prior to the time the entire 
interest in the Contract has been distributed, the remaining portion of such 
interest will be distributed at least as rapidly as under the method of 
distribution in effect at the time of the Certificate Holder's death, and (b) 
if any Certificate Holder dies prior to the annuity date, the entire interest 
in the Contract will be distributed within five years after the date of such 
Certificate Holder's death. These requirements will be considered satisfied 
as to any portion of a Certificate Holder's interest which is payable to or 
for the benefit of a "designated beneficiary" and which is distributed over 
the life of such "designated beneficiary" or over a period not extending 
beyond the life expectancy of that beneficiary, provided that such 
distributions begin within one year of the Certificate Holder's death. The 
"designated beneficiary" refers to a natural person designated by the 
Certificate Holder as a Beneficiary and to whom ownership of the contract 
passes by reason of death. However, if the "designated beneficiary" is the 
surviving spouse of the deceased Certificate Holder, the Certificate may be 
continued with the surviving spouse as the new Certificate Holder. 

   The Nonqualifed Contracts contain provisions which are intended to comply 
with the requirements of Section 72(s) of the Code, although no regulations 
interpreting these requirements have yet been issued. The Company intends to 
review such provisions and modify them if necessary to assure that they 
comply with the requirements of Code Section 72(s) when clarified by 
regulation or otherwise. 

   The discussion under "Taxation of Annuities" below is based on the 
assumption that the Contract qualifies as an annuity contract for federal 
income tax purposes. 

   
   Required Distributions--Qualified Contracts. The Code has required 
distribution rules for Section 401(a), 403(b) and 457 Plans and Individual 
Retirement Annuities. Other than for IRAs and for five-percent owners in 
other Qualified Contracts distributions must generally begin by April 1 of 
the calendar year following the calendar year in which the participant 
attains age 70-1/2 or retires, whichever occurs later. For IRA depositors and 
for five-percent owners, minimum distributions must begin by April 1 of the 
calendar year following the calendar year in which the participant attains 
age 70-1/2 or retires, whichever occurs later. Under 403(b) plans, if the 
Company maintains separate records, distribution of amounts held as of 
December 31, 1986 must generally begin by the end of the calendar year in 
which the participant attains age 75 (or retires, whichever occurs later). 
However, special rules require that some or all of the balance be distributed 
earlier if any distributions are taken in excess of the minimum required 
amount. 
    

   To comply with these provisions, distributions must be in a form and 
amount sufficient to satisfy the minimum distribution and minimum 
distribution incidental death benefit rules specified in Section 401(a) (9) 
of the Code. 

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                                      14 
<PAGE> 

   In general, annuity payments must be distributed over the participant's 
life or the joint lives of the participant and beneficiary, or over a period 
not greater than the participant's life expectancy or the joint life 
expectancies of the participant and beneficiary. Also, any distribution under 
a Section 457 Plan payable over a period of more than one year must be made 
in substantially nonincreasing amounts. 

   If the participant dies on or after the required beginning date for 
minimum distributions, distributions to the beneficiary must be made at least 
as rapidly as the method of distribution in effect at the time of the 
participant's death. However, if the required minimum distribution is 
calculated each year based on the participant's single life expectancy or the 
joint life expectancies of the participant and beneficiary, the regulations 
for Code Section 401(a)(9) provide specific rules for calculating the 
required minimum distributions at the participant's death. For example, if 
ECO was elected with the calculation based on the participant's single life 
expectancy, and the life expectancy is recalculated each year, the 
recalculated life expectancy becomes zero in the calendar year following the 
participant's death and the entire remaining interest must be distributed to 
the beneficiary by December 31 of the year following the participant's death. 
However, a spousal beneficiary, other than under a Section 457 Plan, has 
certain rollover rights which can only be exercised in the year of the 
participant's death. The rules are complex and the participant should consult 
a tax adviser before electing the method of calculation to satisfy the 
minimum distribution requirements. 

   If the participant dies before the required beginning date for minimum 
distributions, the entire interest must be distributed by December 31 of the 
calendar year containing the fifth anniversary of the date of the 
participant's death. Alternatively, payments may be made over the life of the 
beneficiary or over a period not extending beyond the life expectancy of the 
beneficiary, not to exceed 15 years for a non-spousal beneficiary under a 
Section 457 Plan, provided the distribution begins to a non-spouse 
beneficiary by December 31 of the calendar year following the calendar year 
of the participant's death. If payments are made to a spousal beneficiary, 
distribution must begin by the later of December 31 of the calendar year 
following the calendar year of the death or December 31 of the calendar year 
in which the participant would have attained age 70-1/2. 

   An exception applies for a spousal beneficiary under an Individual 
Retirement Annuity. In lieu of taking a distribution under these rules, a 
spousal beneficiary may elect to treat the Account as his or her own IRA and 
defer taking a distribution until his or her age 70-1/2. The surviving spouse 
is deemed to have made such an election if the surviving spouse makes a 
rollover to or from the Account or fails to take a distribution within the 
required time period. 

   If the participant or beneficiary fails to take the required minimum 
distribution for any tax year, a 50% excise tax is imposed on the required 
amount that was not distributed. 

TAXATION OF ANNUITY CONTRACTS 

   In General. Section 72 of the Code governs taxation of annuities in 
general. The Company believes that a Certificate Holder under a Nonqualified 
Contract who is a natural person generally is not taxed on increases in the 
Account Value until distribution occurs by withdrawing all or part of such 
Account Value (e.g., withdrawals or Annuity Payments under the Annuity Option 
elected). The taxable portion of a distribution (in the form of a single sum 
payment or an annuity) is taxable as ordinary income. 

   
   Non-Natural Holders of a Nonqualified Contract. If the Certificate Holder 
is not a natural person, a Nonqualified Contract is not treated as an annuity 
for income tax purposes and the "income on the contract" for the taxable year 
is currently taxable as ordinary income. "Income on the contract" is any 
increase over the year in the Surrender Value, adjusted for Purchase Payments 
made during the year, amounts previously distributed and amounts previously 
included in income. There are some exceptions to the rule and a non-natural 
person should consult with its tax advisor prior to purchasing this Contract. 
A non-natural person exempt from federal income taxes should consult with its 
tax advisor regarding treatment of "income on the contract" for purposes of 
the unrelated business income tax. When the Certificate Holder is not a 
natural person, the Annuitant is considered the Certificate Holder for the 
purpose of meeting the required distribution-at-death rules. In addition, 
when the Certificate Holder is not a natural person, a change in Annuitant is 
treated as the death of the Certificate Holder. 
    

   The following discussion generally applies to Qualified Contracts or 
Nonqualified Contracts owned by a natural person. 

   Withdrawals. In the case of a withdrawal under a Qualified Contract, 
including withdrawals under SWO or ECO, the amount taxable is generally based 
on the ratio of 

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                                      15 
<PAGE> 

the "investment in the contract" to Account Value. The "investment in the 
contract" generally equals the amount of any nondeductible Purchase Payments 
paid by or on behalf of any individual less any amount received previously 
which was excludable from gross income. For a Qualified Contract, the 
"investment in the contract" can be zero. Special tax rules may be available 
for certain distributions from a Qualified Contract. 

   With respect to Nonqualified Contracts, partial withdrawals, including 
withdrawals under SWO, are generally treated as taxable income to the extent 
that the Account Value immediately before the withdrawal exceeds the 
"investment in the contract" at that time. The Account Value immediately 
before a withdrawal may have to be increased by any positive market value 
adjustment (MVA) that results from such a withdrawal. There is, however, no 
definitive guidance on the proper tax treatment of MVAs in these 
circumstances, and a Certificate Holder should contact a competent tax 
adviser with respect to the potential tax consequences of any MVA that arises 
as a result of a partial withdrawal. 

   Full withdrawals of a Nonqualified Contract are treated as taxable income 
to the extent that the amount received exceeds the "investment in the 
contract." 

   Annuity Payments. Although the tax consequences may vary depending on the 
Annuity Payment elected under the Contract, in general, only the portion of 
the Annuity Payment that represents the amount by which the Account Value 
exceeds the "investment in the contract" will be taxed; after the "investment 
in the contract" is recovered, the full amount of any additional annuity 
payments is taxable. For variable Annuity Payments, the taxable portion is 
generally determined by an equation that establishes a specific dollar amount 
of each payment that is not taxed. The dollar amount is determined by 
dividing the "investment in the contract" by the total number of expected 
periodic payments. However, the entire distribution will be taxable once the 
recipient has recovered the dollar amount of his or her "investment in the 
contract." For fixed annuity payments, in general there is no tax on the 
portion of each payment which represents the same ratio that the "investment 
in the contract" bears to the total expected value of the Annuity Payments 
for the term of the payments; however, the remainder of each Annuity Payment 
is taxable. Once the "investment in the contract" has been fully recovered, 
the full amount of any additional Annuity Payments is taxable. If Annuity 
Payments cease as a result of an Annuitant's death before full recovery of 
the "investment in the contract," consult a competent tax adviser regarding 
deductibility of the unrecovered amount. 

   Penalty Tax: In the case of a distribution pursuant to a Nonqualified 
Contract, or a Qualified Contract other than a Qualified Contract sold in 
conjunction with a Code Section 457 Plan, there may be imposed a federal 
income tax penalty equal to 10% of the amount treated as taxable income. 

   In general, there is no penalty tax on distributions from a Nonqualified 
Contract: (1) made on or after the date on which the taxpayer attains age 
59-1/2; (2) made as a result of the death of the Certificate Holder; (3) 
attributable to the taxpayer's total and permanent disability; (4) received 
in substantially equal periodic payments (at least annually) over the life or 
life expectancy of the taxpayer or the joint lives or joint life expectancies 
of the taxpayer and a "designated beneficiary"; or (5) allocable to 
"investment in the contract" before August 14, 1982. 

   If a distribution is made from a Qualified Contract sold in conjunction 
with a Section 401(a) Plan or Section 403(b) Plan, the penalty tax will not 
apply on distributions made when the participant (a) attains age 59-1/2, (b) 
becomes permanently and totally disabled, (c) dies, (d) separates from 
service with the plan sponsor at or after age 55, (e) rolls over the 
distribution amount to another plan of the same type in accordance with the 
terms of the Code, or (f) takes the distributions in substantially equal 
periodic payments (at least annually) over his or her life or life expectancy 
or the joint lives or joint life expectancies of the participant and plan 
beneficiary, provided the participant has separated from service with the 
plan sponsor. In addition, the penalty tax does not apply for the amount of a 
distribution equal to unreimbursed medical expenses incurred by the 
participant that qualify for deduction as specified in the Code. The Code may 
impose other penalty taxes in other circumstances. 

   
   In general, the same exceptions described in the preceding paragraph will 
apply to distributions made from an Individual Retirement Annuity. Beginning 
January 1, 1997, the penalty tax is also waived on distributions made from an 
IRA to pay for health insurance premiums for certain unemployed individuals. 
    

   Taxation of Death Benefit Proceeds: Amounts may be distributed from the 
Contract because of the death of a Certificate Holder or the Annuitant. 
Generally, such amounts are includible in the income of the recipient as 
follows: (1) if distributed in a lump sum, they are taxed in the same 

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                                      16 
<PAGE> 

manner as a full surrender as described above, or (2) if distributed under an 
Annuity Option, they are taxed in the same manner as Annuity Payments, as 
described above. 

   Transfers, Assignments or Exchanges of the Contract: A transfer of 
ownership of a Contract, the designation of an Annuitant, payee or other 
beneficiary who is not also a Certificate Holder, the selection of certain 
Annuity Dates, or the exchange of a Contract may result in certain tax 
consequences. The assignment, pledge, or agreement to assign or pledge any 
portion of the Account Value generally will be treated as a distribution. The 
assignment or transfer of ownership of a Qualified Contract generally is not 
allowed. Anyone contemplating any such designation, transfer, assignment, 
selection, or exchange should contact a competent tax adviser with respect to 
the potential tax effects of such a transaction. 

   Multiple Contracts: All deferred nonqualified annuity contracts that are 
issued by the Company (or its affiliates) to the same owner during any 
calendar year are treated as one annuity contract for purposes of determining 
the amount includible in gross income under Section 72(e) of the Code. In 
addition, the Treasury Department has specific authority to issue regulations 
that prevent the avoidance of Section 72(e) through the serial purchase of 
annuity contracts or otherwise. Congress has also indicated that the Treasury 
Department may have authority to treat the combination purchase of an 
immediate annuity contract and separate deferred annuity contracts as a 
single annuity contract under its general authority to prescribe rules as may 
be necessary to enforce the income tax laws. 

CONTRACTS USED WITH CERTAIN RETIREMENT PLANS 

   Qualified Contracts in General. The Qualified Contract is designed for use 
as an Individual Retirement Annuity or as a Contract used in connection with 
certain employer sponsored retirement plans. The tax rules applicable to 
participants and beneficiaries in Qualified Contracts are complex. Special 
favorable tax treatment may be available for certain types of contributions 
and distributions. Adverse tax consequences may result from contributions in 
excess of specified limits; distributions prior to age 59-1/2 (subject to 
certain exceptions); distributions that do not conform to specified 
commencement and minimum distribution rules; aggregate distributions in 
excess of a specified annual amount; and in other specified circumstances. 

   The Company makes no attempt to provide more than general information 
about use of the Contracts with the various types of retirement plans. 
Participants and beneficiaries under Qualified Contracts may be subject to 
the terms and conditions of the retirement plans themselves, in addition to 
the terms and conditions of the Contract issued in connection with such 
plans. Some retirement plans are subject to distribution and other 
requirements that are not incorporated in the provisions of the Contracts. 
Purchasers are responsible for determining that contributions, distributions 
and other transactions with respect to the Contracts satisfy applicable laws, 
and should consult their legal counsel and tax adviser regarding the 
suitability of the Contract. 

   
   Section 457 Plans. Code Section 457 provides for certain deferred 
compensation plans. These plans may be offered with respect to service for 
state governments, local governments, political subdivisions, agencies, 
instrumentalities and certain affiliates of such entities, and tax exempt 
organizations. These plans are subject to various restrictions on 
contributions and distributions. The plans may permit participants to specify 
the form of investment for their deferred compensation account. 
    

   
   Prior to the August 20, 1996 enactment of the Small Business Job 
Protection Act of 1996 (the "Small Business Act") compensation deferred under 
the plans, all property and rights purchased with such amounts, and all 
income attributable to such amounts, property or rights remained solely the 
property and rights of the employer (without being restricted to the 
provision of benefits) subject only to the claims of the employer's general 
creditors. For that reason, depending on the terms of the particular plan, 
the employer may have been entitled to draw on deferred amounts for purposes 
unrelated to its Section 457 plan obligations. 
    

   
   Under the Small Business Act, plans maintained by State or local 
governments, their political subdivisions, agencies, instrumentalities and 
certain affiliates will be required to hold all assets and income of the Plan 
in trust for the exclusive benefit of plan participants and their 
beneficiaries. For purposes of meeting the new requirement, custodial 
accounts and annuity contracts are treated as trusts. State and local 
government plans that were in existence on August 20, 1996 are allowed a 
transition period that ends January 1, 1999 to comply with the new 
requirement. 
    

   In general, all amounts received under a Section 457 plan are taxable and 
reportable to the IRS as taxable income. Also, all amounts except death 
benefit proceeds are subject to federal income tax withholding as wages. If 
we make payments directly to a participant on behalf of the 

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                                      17 
<PAGE> 

employer as owner, we will withhold federal taxes (and state taxes, if 
applicable). 

   
   The Code imposes a maximum limit on annual Purchase Payments which may be 
excluded from the participant's gross income. Such limit is generally the 
lesser of $7,500 (as adjusted to reflect changes in the cost of living) or 
33-1/3% of the participant's includible compensation (25% of gross 
compensation). 
    

   Section 401(a) Plans. Section 401(a) permits corporate employers to 
establish various types of retirement plans for employees, and permits 
self-employed individuals to establish various types of retirement plans for 
themselves and for their employees. These retirement plans may permit the 
purchase of the Contract to accumulate retirement savings under the plans. 
Adverse tax consequences to the plan, to the participant or to both may 
result if this Contract is assigned or transferred to an individual except to 
a participant as a means to provide benefit payments. 

   The Code imposes a maximum limit on annual Purchase Payments that may be 
excluded from a participant's gross income. Such limit must be calculated 
under the Plan by the employer in accordance with Section 415 of the Code. 
This limit is generally the lesser of 25% of the participant's compensation 
or $30,000. In addition, Purchase Payments will be excluded from a 
participant's gross income only if the Section 401(a) Plan meets certain 
nondiscrimination requirements. 

   All distributions will be taxed as they are received unless the 
distribution is rolled over to another plan of the same type or to an 
individual retirement annuity/account ("IRA") in accordance with the Code, or 
unless the participant has made after-tax contributions to the plan, which 
are not taxed upon distribution. The Code has specific rules that apply, 
depending on the type of distribution received, if after-tax contributions 
were made. 

   
   In general, payments received by a beneficiary after the participant's 
death are taxed in the same manner as if the participant had received those 
payments, except that a limited death benefit exclusion may apply for 
payments due to deaths that occurred on or before August 20, 1996. This 
exclusion no longer applies to payments due to deaths occurring after August 
20, 1996. 
    

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

   In order to be excludable from taxable income, total annual contributions 
made by the participant and his or her employer cannot exceed either of two 
limits set by the Code. The first limit, under Section 415, is generally the 
lesser of 25% of includible compensation or $30,000. The second limit, which 
is the exclusion allowance under Section 403(b), is usually calculated 
according to a formula that takes into account the participant's length of 
employment and any pretax contributions to certain other retirement plans. 
These two limits apply to the participant's contributions as well as to any 
contributions made by the employer on behalf of the participant. There is an 
additional limit that specifically limits salary reduction contributions to 
generally no more than $9,500 annually (subject to indexing); a participant's 
own limit may be higher or lower, depending on certain conditions. In 
addition Purchase Payments will be excluded from a participant's gross income 
only if the Plan meets certain nondiscrimination requirements. 

   Section 403(b)(11) restricts the distribution under Section 403(b) 
contracts of: (1) salary reduction contributions made after December 31, 
1988; (2) earnings on those contributions; and (3) earnings during such 
period on amounts held as of December 31, 1988. Distribution of those amounts 
may only occur upon death of the participant, attainment of age 59-1/2, 
separation from service, total and permanent disability, or financial 
hardship. In addition, income attributable to salary reduction contributions 
may not be distributed in the case of hardship. 

   Individual Retirement Annuities and Simplified Employee Pension Plans. 
Section 408 of the Code permits eligible individuals to contribute to an 
individual retirement program known as an Individual Retirement Annuity, 
hereinafter referred to as an "IRA." Also, distributions from certain other 
types of qualified plans may be "rolled over" on a tax-deferred basis into an 
IRA. Employers may establish Simplified Employee Pension (SEP) Plans and 
contribute to an IRA owned by the employee. Purchasers of a Qualified 
Contract for use with IRAs will be provided with supplemental information 
required by the Internal Revenue Service. Purchasers should seek competent 
advice as to the suitability of the Contract for use with IRAs. 

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                                      18 
<PAGE> 

WITHHOLDING 

   Pension and annuity distributions generally are subject to withholding for 
the recipient's federal income tax liability at rates that vary according to 
the type of distribution and the recipient's tax status. Recipients may be 
provided the opportunity to elect not to have tax withheld from 
distributions; however, certain distributions from Section 401(a) Plans and 
Section 403(b) tax-deferred annuities are subject to mandatory 20% federal 
income tax withholding. We will report to the IRS the taxable portion of all 
distributions. 

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

DISTRIBUTION 

   
   Aetna Life Insurance and Annuity Company ("ALIAC") will serve as the 
principal underwriter for the securities sold by this Prospectus. ALIAC 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. ("NASD"). As principal underwriter, ALIAC will contract with one or more 
registered broker-dealers, or with banks that may be acting as broker-dealers 
without separate registration under the Securities Exchange Act of 1934 
pursuant to legal and regulatory exceptions ("Distributors"), to offer and 
sell the Contracts. All individuals offering and selling the Contracts must 
either be registered representatives of a broker-dealer, or employees of a 
bank exempt from registration under the Securities Act of 1934, and must also 
be licensed as insurance agents to sell variable annuity contracts. 
    

   Federated Securities Corp. ("FSC"), an affiliate of the Adviser, may enter 
into agreements with some of the Distributors to provide services to 
customers in connection with the Funds acquired through the Contracts. These 
services will include providing customers with information concerning the 
Funds, their investment objectives, policies and limitations; portfolio 
securities; performance, responding to customer inquiries and providing such 
other services as the parties may agree. Fees for these services may be based 
on the total number of assets in the Funds attributable to the Distributors' 
customers. 

   Payment of Commissions. Commissions will be paid to Distributors who sell 
the Contracts. Distributors will be paid commissions, up to an amount 
currently equal to 6.5% of Purchase Payments. The Company may, by agreement 
with the Distributor, pay commissions as a combination of a certain 
percentage amount at the time of sale and a trail commission of up to 0.40% 
of assets attributable to Purchase Payments (which, when combined, could 
exceed 6.5% of Purchase Payments). 

   Other than the mortality and expense risk charge, the administrative 
charge and the reimbursements by Federated Advisers for administrative 
charges, all expenses incurred in the operations of the Separate Account are 
borne by the Company. 

DELAY OR SUSPENSION OF PAYMENTS 

   
   The Company reserves the right to suspend or postpone the date of payment 
for any benefit or values (a) on any Valuation Date on which the New York 
Stock Exchange ("Exchange") is closed (other than customary weekend and 
holiday closings) or when trading on the Exchange is restricted; (b) when an 
emergency exists, as determined by the SEC, so that disposal of securities 
held in the Subaccounts is not reasonably practicable or it is not reasonably 
practicable for the Company fairly to determine the value of the Subaccount's 
assets; or (c) during such other periods as the SEC may by order permit for 
the protection of investors. The conditions under which restricted trading or 
an emergency exists shall be determined by the rules and regulations of the 
SEC. 
    

PERFORMANCE REPORTING 

   From time to time, the Company may advertise different types of historical 
performance for the Subaccounts of the Separate Account. The Company may 
advertise the "standardized average annual total returns" of the Subaccounts, 
calculated in a manner prescribed by the SEC, as well as the 
"non-standardized returns." "Standardized average annual total returns" are 
computed according to a formula in which a hypothetical investment of $1,000 
is applied to the Subaccount and then related to the ending redeemable values 
over the most recent one, five and ten-year periods (or since inception, if 
less than ten years). Standardized returns will reflect the reduction of all 
recurring charges during each period (e.g., mortality and expense risk 
charges, annual maintenance fees, the administrative charge and any 
applicable deferred sales charge). "Non-standardized returns" will be 
calculated in a similar manner, except that non-standardized figures will not 
reflect the deduction of any applicable deferred sales 

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                                      19 
<PAGE> 

charge (which would decrease the level of performance shown if reflected in 
these calculations). The non-standardized figures may also include monthly, 
quarterly, year-to-date and three-year periods. 

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

VOTING RIGHTS 

   Each Contract Holder may direct us in the voting of shares at 
shareholders' meetings of the appropriate Funds(s). The number of votes to 
which each Contract Holder may give direction will be determined as of the 
record date. The number of votes each Contract Holder is entitled to direct 
with respect to a particular Fund during the Accumulation Period equals the 
portion of the Account Values(s) attributable to the Certificate Holder's 
interest in that Fund, divided by the net asset value of one share of that 
Fund. During the Annuity Period, the number of votes is equal to the 
valuation reserve for the portion of the Contract attributable to the 
Certificate Holder's interest in that Fund, divided by the net asset value of 
one share of that Fund. In determining the number of votes, fractional votes 
will be recognized. Where the value of the Contract or valuation reserve 
relates to more than one Fund, the calculation of votes will be performed 
separately for each Fund. 

   Certificate Holders under a group Contract have a fully vested (100%) 
interest in the benefits provided to them under their Account. Therefore, 
Certificate Holders may instruct the group Contract Holder how to direct the 
Company to cast the votes for the portion of the value or valuation reserve 
attributable to their Account. Votes attributable to those Certificate 
Holders who do not instruct the group Contract Holder will be cast by the 
Company in the same proportion as votes for which instructions have been 
received by the group Contract Holder. Votes attributable to individual or 
group Contract Holders who do not direct us will be cast by us in the same 
proportion as votes for which directions the Company has received. 

   You will receive a notice of each meeting of shareholders, together with 
any proxy solicitation materials, and a statement of the number of votes 
attributable to your Account. 

MODIFICATION OF THE CONTRACT 

   
   The Company may change the Contract as required by federal or state law. 
In addition, the Company may, upon 30 days written notice to the Contract 
Holder and the Certificate Holder, make other changes to group Contracts that 
would apply only to individuals who become Certificate Holders under that 
Contract after the effective date of such changes. If the group Contract 
Holder does not agree to a change the Company reserves the right to refuse to 
establish new Accounts under the Contract. Certain changes will require the 
approval of appropriate state or federal regulatory authorities. 
    

TRANSFERS OF OWNERSHIP; ASSIGNMENT 

   Assignments or transfers of ownership of a Qualified Contract generally 
are not allowed except as permitted under the Code, incident to a divorce. 
The prohibition does not apply to a Qualified Contract sold in conjunction 
with (1) a Section 457 deferred compensation plan, or (2) a Section 401(a) 
plan where the Contract is owned by the trustee. We will accept assignments 
or transfers of ownership of a Nonqualified Contract or a Qualified Contract 
where assignments or transfers of ownership are not prohibited, with proper 
notification. The date of any such transfer will be the date we receive the 
notification at our Home Office. Refer to "Tax Status" for general tax 
information. If you are contemplating a transfer of ownership or assignment 
you should consult a tax adviser due to the potential for tax liability. 

   No assignment of a Contract will be binding on us unless made in writing 
and sent to us at our Home Office. The Company will use reasonable procedures 
to confirm that the assignment is authentic, including verification of 
signature. If the Company fails to follow its procedures, it would be liable 
for any losses to you directly resulting from the failure. Otherwise, we are 
not responsible for the validity of any assignment. The rights of the Owner 
and the interest of the Annuitant and any Beneficiary will be subject to the 
rights of any assignee of record. 

INVOLUNTARY TERMINATIONS 

   
   We reserve the right to terminate any Account with a value of $2,500 or 
less immediately following a partial withdrawal (unless otherwise required by 
state law). However, an Individual Retirement Annuity may only be closed out 
when Purchase Payments have not been received for a 24-month period and the 
paid-up annuity benefit at maturity would be less than $20 per month. If such 
right is exercised, you will be given 90 days advance written notice. No 
deferred sales charge will be deducted 
    

- --------------------------------------------------------------------------------
                                      20 
<PAGE> 

for involuntary terminations. The Company does not intend to exercise this 
right in cases where the Account Value is reduced to $2,500 or less solely 
due to investment performance. 

LEGAL MATTERS AND PROCEEDINGS 

   
   The Company knows of no material legal proceedings pending to which the 
Separate Account or the Company is a party or which would materially affect 
the Separate Account. The validity of the securities offered by this 
Prospectus has been passed upon by Counsel to the 
Company. 
    

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

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

      General Information and History 
      Variable Annuity Account I 
      Offering and Purchase of Contracts 
      Performance Data 
        General 
        Average Annual Total Return Quotations 
      Annuity Payments 
      Sales Material and Advertising 
      Independent Auditors 
      Financial Statements of the Separate Account 
      Financial Statements of the Company 

- --------------------------------------------------------------------------------
                                      21 
<PAGE> 

                                   APPENDIX 
                           AICA GUARANTEED ACCOUNT 
================================================================================

   The AICA Guaranteed Account (the "Guaranteed Account") is a credited 
interest option available during the Accumulation Period under the Contracts. 
The AICA Guaranteed Account is only offered in states where the offer and 
sale has been authorized by the appropriate regulatory authorities. This 
Appendix is a summary of the Guaranteed Account and is not intended to 
replace the Guaranteed Account prospectus. You should read the accompanying 
Guaranteed Account prospectus carefully before investing. 

   The Guaranteed Account is a credited interest option in which we guarantee 
stipulated rates of interest for stated periods of time on amounts directed 
to the Guaranteed Account. A guaranteed rate is credited for the full term. 
The interest rate stipulated is an annual effective yield; that is, it 
reflects a full year's interest. Interest is credited daily at a rate that 
will provide the guaranteed annual effective yield for one year. Guaranteed 
interest rates will never be less than an annual effective rate of 3%. 

   
   During a deposit period, amounts may be applied to any of the available 
guaranteed terms. A Guaranteed Term is the period of time specified by the 
Company for which a specific Guaranteed Rate or Rates are offered on amounts 
invested during a specific Deposit Period. Guaranteed Terms are made 
available by the Company subject to the Company's terms and conditions. See 
the prospectus for the Guaranteed Account for further details regarding 
Guaranteed Terms. The Company may offer more than one Guaranteed Term of the 
same duration. Purchase Payments received after the initial payment will be 
allocated in the same proportions as the last allocation, if no new 
allocation instructions are received with the Purchase Payment. For amounts 
allocated to the Guaranteed Account, if the same guaranteed term(s) are not 
available, the next shortest term will be used. If no shorter guaranteed term 
is available, the next longer guaranteed term will be used. 
    

   
   Except for transfers from an available Guaranteed Term subject to the
Company's terms and conditions in connection with the Dollar Cost Averaging
Program and withdrawals taken in connection with an Estate Conservation Option
or Systematic Withdrawal Option and, if approved by your state, withdrawals for
minimum distributions required by the Code for which the deferred sales charge
is waived, withdrawals or transfers from a guaranteed term before the guaranteed
term matures may be subject to a market value adjustment ("MVA"). An MVA
reflects the change in the value of the investment due to changes in interest
rates since the date of deposit. When interest rates increase after the date of
deposit, the value of the investment decreases, and the MVA is negative.
Conversely, when interest rates decrease after the date of deposit, the value of
the investment increases, and the MVA is positive. It is possible that a
negative MVA could result in the Certificate Holder receiving an amount which is
less than the amount paid into the Guaranteed Account
    

   If a Certificate Holder requests a partial withdrawal of the Account Value 
without designating from which investment option it should be taken, a 
proportionate share will be withdrawn from the Guaranteed Account. The amount 
will be withdrawn from all guaranteed term groups as defined in the 
prospectus for the Guaranteed Account. 

   As a Guaranteed Term matures, assets accumulating under the Guaranteed 
Account may be (a) transferred to a new Guaranteed Term, (b) transferred to 
other available investment options, or (c) withdrawn. Amounts withdrawn may 
be subject to a deferred sales charge. If no direction is received by the 
Company at its Home Office by the maturity date of a guaranteed term, the 
amount from the maturing guaranteed term will be transferred to the current 
deposit period for a similar length guaranteed term. If the same guaranteed 
term is no longer available, the next shortest guaranteed term available in 
the current deposit period will be used. If no shorter guaranteed term is 
available, the next longer guaranteed term will be used. 

   If you do not provide instructions concerning the maturity value of a 
maturing guaranteed term, the maturity value transfer provision applies. This 
provision allows you to transfer without an MVA to available guaranteed terms 
of the current deposit period or to other available investment options, or 
surrender without an MVA (if applicable, a deferred sales charge is assessed 
on the surrendered amount). The provision is available only during the 
calendar month immediately following 

- --------------------------------------------------------------------------------
                                      22 
<PAGE> 

a guaranteed term maturity date and only applies to the first transaction 
regardless of the amount involved in the transaction. 

MORTALITY AND EXPENSE RISK CHARGES 

   We make no deductions from the credited interest rate for mortality and 
expense risks; these risks are considered in determining the credited rate. 

TRANSFERS 

   Amounts applied to a guaranteed term during a deposit period may not be
transferred to any other funding option or to another guaranteed term during
that deposit period or for 90 days after the close of that deposit period. This
does not apply to (1) amounts transferred on the Maturity Date or under the
maturity value transfer provision; (2) amounts transferred from the Guaranteed
Account before the Maturity Date due to the election of an Annuity option, (3)
amounts transferred from an available Guaranteed Term in connection with the
Dollar Cost Averaging Program; and (4) amounts distributed under the Estate
Conservation or Systematic Withdrawal distribution. Transfers after the 90-day
period are permitted from guaranteed term(s) to other guaranteed term(s)
available during a deposit period or to other available investment options.
Except for transactions described in items (1), (3) and (4) above, amounts
withdrawn or transferred from the Guaranteed Account prior to the maturity date
will be subject to a Market Value Adjustment. However, only a positive aggregate
MVA will be applied to transfers made due to annuitizations under one of
Lifetime Annuity Options described in item (2) above.

   The Certificate Holder may select a maximum of 18 different funding 
options over the lifetime of the Contract. Under the Guaranteed Account, each 
guaranteed term is counted as one funding option. If a guaranteed term 
matures, and is renewed for the same term, it will not count as an additional 
funding option. 

   Transfers of the Guaranteed Account values on or within one calendar month 
of a term's maturity date are not counted as one of the 12 free transfers of 
accumulated values in the Certificate Holder's Account. 

   By notifying us at least 30 days prior to the Annuity Date, you may elect 
a variable annuity and have amounts that have been accumulating under the 
Guaranteed Account transferred to one or more of the Subaccounts available 
during the Annuity Period. The Guaranteed Account cannot be used as an 
investment option during the Annuity Period. Transfers made due to the 
election of a Lifetime Annuity Option will be subject to only a positive 
aggregate MVA. 

DEATH BENEFIT 

   Full and partial withdrawals and transfers made from the Guaranteed 
Account (including transfers due to annuitization) within six months after 
the date of the Certificate Holder's death (or Annuitant's death, if the 
Certificate Holder is a non-natural person) will be the greater of: 

(a) The aggregate MVA amount (i.e., the sum of all market value adjusted 
    amounts calculated due to a withdrawal of amounts). This total may be 
    greater or less than the Account Value of those amounts; or 

(b) The applicable portion of the Account Value attributable to the 
    Guaranteed Account. 

   After the six-month period, the surrender or transfer amount will be 
adjusted for the aggregate MVA amount, which may be greater or less than the 
Account Value of those amounts. However, only a positive aggregate Market 
Value Adjustment will be applied to transfers made due to annuitization under 
one of the Lifetime Annuity Options. 

   
DISTRIBUTION 
    

   
   The Company is the principal underwriter of the Contract. The Company is 
registered with the Securities and Exchange Commission under the Securities 
Exchange Act of 1934 as a broker-dealer, and is a member of the National 
Association of Securities Dealers, Inc. 
    

- --------------------------------------------------------------------------------
                                      23 
<PAGE> 


- -------------------------------------------------------------------------------
                           VARIABLE ANNUITY ACCOUNT I
                                       OF
                       AETNA INSURANCE COMPANY OF AMERICA
- -------------------------------------------------------------------------------
   
              STATEMENT OF ADDITIONAL INFORMATION DATED MAY 1, 1997
    
                                AICA Growth Plus
   
This Statement of Additional Information is not a prospectus and should be read
in conjunction with the current prospectus for Variable Annuity Account I (the
"Separate Account") dated May 1, 1997.
    
A free prospectus is available upon request from the local Aetna Insurance
Company of America office or by writing to or calling:

                       Aetna Insurance Company of America
                                Customer Service
                              151 Farmington Avenue
                           Hartford, Connecticut 06156
                                 1-800-531-4547

Read the prospectus before you invest. Terms used in this Statement of
Additional Information shall have the same meaning as in the prospectus.



                                TABLE OF CONTENTS

                                                              Page

General Information and History..............................  2
Variable Annuity Account I...................................  2
Offering and Purchase of Contracts...........................  3
Performance Data.............................................  3
      General................................................  3
      Average Annual Total Return Quotations.................  4
Annuity Payments.............................................  4
Sales Material and Advertising...............................  5
Independent Auditors.........................................  6
Financial Statements of the Separate Account.................  S-1
Financial Statements of the Company..........................  F-1

<PAGE>

                         GENERAL INFORMATION AND HISTORY
   
Aetna Insurance Company of America (the "Company") is a stock life insurance
company which was organized under the insurance laws of the State of Connecticut
in 1990. The Company is a wholly owned subsidiary of Aetna Life Insurance and
Annuity Company ("ALIAC"), a wholly owned subsidiary of Aetna Retirement
Holdings, Inc., which is in turn a wholly owned subsidiary of Aetna Retirement
Services, Inc., and an indirect wholly owned subsidiary of Aetna Inc. The
Company's Home Office is located at 151 Farmington Avenue, Hartford, Connecticut
06156. 
     
ALIAC, a registered broker-dealer under the Securities Exchange Act
of 1934, serves as the principal underwriter for Account I. ALIAC is also a
registered investment adviser under the Investment Advisers Act of 1940.

Other than the mortality and expense risk charges and administrative charge
described in the prospectus, all expenses incurred in the operations of the
Separate Account are borne by the Company. See "Charges and Deductions" in the
prospectus. The Company receives reimbursement for certain administrative costs
from the investment adviser for the Federated Funds.

The assets of the Separate Account are held by the Company. The Separate Account
has no custodian. However, the Funds in whose shares the assets of the Separate
Account are invested each have custodians, as discussed in their respective
prospectuses.

                           VARIABLE ANNUITY ACCOUNT I
   
Variable Annuity Account I (the "Separate Account") is a separate account
established by the Company for the purpose of funding variable annuity contracts
issued by the Company. The Separate Account is registered with the Securities
and Exchange Commission as a unit investment trust under the Investment Company
Act of 1940, as amended. Purchase Payments made under the Contract may be
allocated to one or more Subaccounts. Each Subacount invests in the shares of
only one of the Funds listed below. The Company may make additions to, deletions
from or substitutions of available investment options as permitted by law and
subject to the conditions of the Contract. The availability of the Funds is
subject to applicable regulatory authorization. Not all Funds are available in
all jurisdictions or under all Contracts. The Funds currently available under
the Contract are as follows:

        Federated American Leaders Fund II
        Federated Equity Income Fund II
        Federated Fund for U.S. Government Securities II
        Federated Growth Strategies Fund II
        Federated High Income Bond Fund II
        Federated International Equity Fund II
        Federated Prime Money Fund II
        Federated Utility Fund II
    
Complete descriptions of each of the Funds, including their investment
objectives, policies, risks and fees and expenses, are contained in the
prospectuses and statements of additional information for each of the Funds.

                                       2

<PAGE>

                       OFFERING AND PURCHASE OF CONTRACTS

The Company is the depositor and ALIAC is the principal underwriter for the
securities sold by the prospectus. ALIAC offers the Contracts through life
insurance agents licensed to sell variable annuities who are Registered
Representatives as defined in the prospectus. The offering of the Contracts is
continuous. A description of the manner in which Contracts are purchased may be
found in the prospectus under the sections entitled "Purchase" and "Contract
Valuation."

                                PERFORMANCE DATA

GENERAL

From time to time, the Company may advertise different types of historical
performance for the Subaccounts of the Separate Account available under the
Contracts. The Company may advertise the "standardized average annual total
returns," calculated in a manner prescribed by the Securities and Exchange
Commission (the "standardized return"), as well as "non-standardized returns,"
both of which are described below. 
    
The standardized and non-standardized total return figures are computed
according to a formula in which a hypothetical initial Purchase Payment of
$1,000 is applied to the various Subaccounts under the Contract, and then
related to the ending redeemable values over one, five and ten year periods (or
fractional periods thereof). The redeemable value is then divided by the initial
investment and this quotient is taken to the Nth root (N represents the number
of years in the period) and 1 is subtracted from the result which is then
expressed as a percentage, carried to at least the nearest hundredth of a
percent. The standardized figures use the actual returns of the Fund since
inception and then adjust them to reflect the deduction of all recurring charges
under the Contracts during each period (e.g., mortality and expense risk
charges, maintenance fees, administrative charges, and deferred sales charges).
These charges will be deducted on a pro rata basis in the case of fractional
periods. The maintenance fee is converted to a percentage of assets based on the
average account size under the Contracts described in the prospectus. 
     
The non-standardized figures will be calculated in a similar manner, except that
they will not reflect the deduction of any applicable deferred sales charge
(which would decrease the level of performance shown if reflected in these
calculations). The non-standardized figures may also include monthly, quarterly,
year-to-date and three-year periods.

If a Fund was in existence prior to the date it became available under the
Contract, standardized and non-standardized total returns may include periods
prior to such date. These figures are calculated by adjusting the actual returns
of the Fund to reflect the charges that would have been assessed under the
Contract had that Fund been available under the Contract during that period.

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

                                       3

<PAGE>

   AVERAGE ANNUAL TOTAL RETURN QUOTATIONS - STANDARDIZED AND NON-STANDARDIZED
   
The table shown below reflects the average annual standardized and
non-standardized total return quotation figures for the periods ended December
31, 1996 for the Subaccounts available under the Contract. For those subaccounts
where results are not available for the full calendar period indicated, the
percentage shown is an average annual return since inception (denoted with an
asterisk).

<TABLE>
<CAPTION>
                                       -----------------------------------------------------------------------------------------
                                                                                                                         FUND
        ($30 MAINTENANCE FEE)                     STANDARDIZED                         NON-STANDARDIZED               INCEPTION
                                                                                                                         DATE
- --------------------------------------------------------------------------------------------------------------------------------
              SUBACCOUNT               1  Year     5 Years    10 Years    1 Year     3 Years     5 Years   10 Years
- --------------------------------------------------------------------------------------------------------------------------------
 <S>                                     <C>         <C>         <C>        <C>        <C>         <C>        <C>     <C>
 Federated American Leaders Fund II      12.66%      15.37%*     n/a        19.85%     16.38%*     n/a        n/a     02/10/94
- --------------------------------------------------------------------------------------------------------------------------------
 Federated Fund for U.S. Government
   Securities II                         (3.44%)      2.71%*     n/a         2.72%      4.13%*     n/a        n/a     03/28/94
- --------------------------------------------------------------------------------------------------------------------------------
 Federated Growth Strategies Fund II     15.20%      16.47%*     n/a        22.55%     20.21%*     n/a        n/a     10/02/95
- --------------------------------------------------------------------------------------------------------------------------------
 Federated High Income Bond Fund II       5.93%       7.68%*     n/a        12.69%      8.91%*     n/a        n/a     03/01/94
- --------------------------------------------------------------------------------------------------------------------------------
 Federated International Equity Fund II   0.37%       2.68%*     n/a         6.78%      5.64%*     n/a        n/a     05/08/95
- --------------------------------------------------------------------------------------------------------------------------------
 Federated Prime Money Fund II           (2.94%)      1.52%*     n/a         3.26%      3.44%*     n/a        n/a     11/18/94
- --------------------------------------------------------------------------------------------------------------------------------
 Federated Utility Fund II                3.38%       7.88%*     n/a         9.98%      9.08%*     n/a        n/a     02/10/94
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    
Please refer to the discussion preceding the Table for an explanation of the
charges included in the Standardized and Non-Standardized figures. These figures
represent historical performance and should not be considered a projection of
future performance.

                                ANNUITY PAYMENTS

When Annuity payments are to begin, the value of the Account is determined using
Accumulation Unit values as of the tenth Valuation Date before the first Annuity
payment is due. Such value (less any applicable premium tax) is applied to
provide an Annuity in accordance with the Annuity and investment options
elected.

The Annuity option tables found in the Contract show, for each form of Annuity,
the amount of the first Annuity payment for each $1,000 of value applied.
Thereafter, variable Annuity payments fluctuate as the Annuity Unit value(s)
fluctuates with the investment experience of the selected investment option(s).
The first payment and subsequent payments also vary depending on the assumed net
investment rate selected (3.5% or 5% per annum). Selection of a 5% rate causes a
higher first payment, but Annuity payments will increase thereafter only to the
extent that the net investment rate increases by more than 5% on an annual
basis. Annuity payments would decline if the rate failed to increase by 5%. Use
of the 3.5% assumed rate causes a lower first payment, but subsequent payments
would increase more rapidly or decline more slowly as changes occur in the net
investment rate.

When the Annuity Period begins, the Annuitant is credited with a fixed number of
Annuity Units (which does not change thereafter) in each of the designated
investment options. This number is calculated by dividing (a) by (b), where (a)
is the amount of the first Annuity payment based on a particular investment
option, and (b) is the then current Annuity Unit value for that investment
option. As noted, Annuity Unit values fluctuate from one Valuation Date to the
next; such fluctuations reflect changes in the net investment factor for the
appropriate Subaccount(s) (with a ten Valuation Date lag which gives

                                       4

<PAGE>

the Company time to process Annuity payments) and a mathematical adjustment
which offsets the assumed net investment rate of 3.5% or 5% per annum.

The operation of all these factors can be illustrated by the following
hypothetical example. These procedures will be performed separately for the
investment options selected during the Annuity Period.

EXAMPLE:
Assume that, at the date Annuity payments are to begin, there are 3,000
Accumulation Units credited under a particular Account and that the value of an
Accumulation Unit for the tenth Valuation Date prior to retirement was
$13.650000. This produces a total value of $40,950.

Assume also that no premium tax is payable and that the Annuity table in the
Contract provides, for the option elected, a first monthly variable Annuity
payment of $6.68 per $1000 of value applied; the Annuitant's first monthly
payment would thus be 40.950 multiplied by $6.68, or $273.55.

Assume then that the value of an Annuity Unit for the Valuation Date on which
the first payment was due was $13.400000. When this value is divided into the
first monthly payment, the number of Annuity Units is determined to be 20.414.
The value of this number of Annuity Units will be paid in each subsequent month.

If the net investment factor with respect to the appropriate Subaccount is
1.0015000 as of the tenth Valuation Date preceding the due date of the second
monthly payment, multiplying this factor by .9999058* (to neutralize the assumed
net investment rate of 3.5% per annum built into the number of Annuity Units
determined above) produces a result of 1.0014057. This is then multiplied by the
Annuity Unit value for the prior Valuation Date (assume such value to be
$13.504376) to produce an Annuity Unit value of $13.523359 for the Valuation
Date on which the second payment is due.

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

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

                         SALES MATERIAL AND ADVERTISING

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

We may distribute sales literature that compares the percentage change in
Accumulation Unit values for any of the Subaccounts to established market
indices such as the Standard & Poor's 500 Stock Index and the Dow Jones
Industrial Average or to the percentage change in values of other management
investment companies that have investment objectives similar to the Subaccount
being compared.

                                       5

<PAGE>

   
We may publish in advertisements and reports, the ratings and other information
assigned to us by one or more independent rating organizations such as A.M. Best
Company, Duff & Phelps, Standard & Poor's Corporation and Moody's Investors
Services, Inc. The purpose of the ratings is to reflect our financial strength
and/or claims-paying ability. We may also quote ranking services such as
Morningstar's Variable Annuity/Life Performance Report and Lipper's Variable
Insurance Products Performance Analysis Service (VIPPAS), which rank variable
annuity or life Subaccounts or their underlying funds by performance and/or
investment objective. We may illustrate in advertisements the performance of the
underlying funds, if accompanied by performance which also shows the performance
of such funds, reduced by applicable charges under the Separate Account. We may
also show in advertisements the portfolio holdings of the underlying funds,
updated at various intervals. From time to time, we will quote articles from
newspapers and magazines or other publications or reports, including, but not
limited to The Wall Street Journal, Money magazine, USA Today and The VARDS
Report.
     
The Company may provide in advertising, sales literature, periodic publications
or other materials information on various topics of interest to current and
prospective Certificate Holders. These topics may include the relationship
between sectors of the economy and the economy as a whole and its effect on
various securities markets, investment strategies and techniques (such as value
investing, market timing, dollar cost averaging, asset allocation, constant
ratio transfer and account rebalancing), the advantages and disadvantages of
investing in tax-deferred and taxable investments, customer profiles and
hypothetical purchase and investment scenarios, financial management and tax and
retirement planning, and investment alternatives to certificates of deposit and
other financial instruments, including comparison between the Contracts and the
characteristics of and market for such financial instruments.

                              INDEPENDENT AUDITORS

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

                                       6
<PAGE>

                              FINANCIAL STATEMENTS


                           VARIABLE ANNUITY ACCOUNT I


                                      INDEX


Statement of Assets and Liabilities.................................... S-2
Statements of Operations and Changes in Net Assets..................... S-5
Notes to Financial Statements.......................................... S-6
Independent Auditors' Report........................................... S-14

                                      S-1

<PAGE>

Variable Annuity Account I

Statement of Assets and Liabilities - December 31, 1996:

<TABLE>
<S>                                                                                <C>
ASSETS:
Investments, at net asset value: (Note 1)
  Aetna Variable Fund; 118,220 shares (cost $3,972,310) ........................   $3,829,309
  Aetna Income Shares; 79,477 shares (cost $1,025,028) .........................    1,003,244
  Aetna Variable Encore Fund; 635,111 shares (cost $8,317,770) .................    8,379,376
  Aetna Investment Advisers Fund, Inc.; 46,476 shares (cost $686,701) ..........      702,615
  Aetna Ascent Variable Portfolio; 92,327 shares (cost $1,108,682) .............    1,165,108
  Aetna Crossroads Variable Portfolio; 6,406 shares (cost $77,022) .............       76,740
  Aetna Legacy Variable Portfolio; 8,918 shares (cost $103,946) ................      100,364
  Aetna Variable Index Plus Portfolio; 2,964 shares (cost $33,107) .............       32,321
  Alger American Funds:
    Balanced Portfolio; 54,958 shares (cost $488,764) ..........................      507,815
    Growth Portfolio; 188,312 shares (cost $6,133,738) .........................    6,464,740
    Income and Growth Portfolio; 76,873 shares (cost $604,086) .................      647,270
    Leveraged AllCap Portfolio; 103,955 shares (cost $1,958,838) ...............    2,012,567
    MidCap Portfolio; 192,140 shares (cost $3,929,732) .........................    4,102,199
    Small Capitalization Portfolio; 171,234 shares (cost $7,045,821) ...........    7,005,171
  Fidelity Investments Variable Insurance Products Fund:
    Equity-Income Portfolio; 563,735 shares (cost $11,091,451) .................   11,855,352
    Growth Portfolio; 305,971 shares (cost $9,188,009) .........................    9,527,933
    High Income Portfolio; 218,647 shares (cost $2,638,083) ....................    2,737,458
    Overseas Portfolio; 70,166 shares (cost $1,255,226) ........................    1,321,928
  Fidelity Investments Variable Insurance Products Fund II:
    Asset Manager Portfolio; 71,870 shares (cost $1,159,980) ...................    1,216,766
    Contrafund Portfolio; 395,008 shares (cost $6,102,472) .....................    6,541,331
    Index 500 Portfolio; 54,852 shares (cost $4,513,469) .......................    4,888,997
    Investment Grade Bond Portfolio; 36,653 shares (cost $438,309) .............      448,634
  Insurance Management Series:
    American Leaders Fund II; 3,803,235 shares (cost $50,964,321)...............   58,037,362
    Growth Strategies Fund II; 765,678 shares (cost $8,910,410).................    9,800,678
    High Income Bond Fund II; 1,131,975 shares (cost $11,148,554)...............   11,591,426
    International Equity Fund II; 1,015,711 shares (cost $10,735,477)...........   11,335,329
    Prime Money Fund II; 3,507,665 shares (cost $3,507,665).....................    3,507,665
    U.S. Government Securities Fund II; 243,454  shares (cost $2,456,653).......    2,456,452
    Utility Fund II; 1,129,147 shares (cost $12,228,743)........................   13,335,221
  Janus Aspen Series:
    Aggressive Growth Portfolio; 150,999 shares (cost $2,736,309)...............    2,754,214
    Balanced Portfolio; 134,540 shares (cost $1,940,432)........................    1,987,150
    Flexible Income Portfolio; 34,999 shares (cost $387,419)....................      393,394
    Growth Portfolio; 200,763 shares (cost $3,022,933)..........................    3,113,839
    Short-Term Bond Portfolio; 31,499 shares (cost $315,844)....................      314,045
    Worldwide Growth Portfolio; 710,001 shares (cost $13,144,346)...............   13,802,417
  Lexington Emerging Markets Fund; 75,979 shares (cost $770,519)................      765,870
  Lexington Natural Resources Trust Fund; 93,062 shares (cost $1,231,130).......    1,329,850
  MFS Funds:
    Emerging Growth Series; 318,453 shares (cost $4,202,694)....................    4,216,322
    Research Series; 189,599 shares (cost $2,423,276)...........................    2,489,437
    Total Return Series; 86,203 shares (cost $1,159,487)........................    1,181,849
    Value Series; 4,208 shares (cost $44,704)...................................       44,861
    World Government Series; 20,267 shares (cost $210,551)......................      214,428
  TCI Portfolios, Inc.:
    Balanced Fund; 49,532 shares (cost $363,463)................................      373,473
    Growth Fund; 44,936 shares (cost $471,345)..................................      460,141
    International Fund; 138,466 shares (cost $778,083)..........................      825,259
                                                                                 ------------
NET ASSETS (cost $205,026,902) ................................................. $218,897,920
                                                                                 ============
</TABLE>
                                            S-2

<PAGE>

Variable Annuity Account I

Statement of Assets and Liabilities - December 31, 1996 (continued):

Net assets represented by:
Reserves for annuity contracts in accumulation and payment period:  
  (Notes 1 and 5)

Aetna Variable Fund:
 Annuity contracts in accumulation............................ $3,829,309
Aetna Income Shares:
 Annuity contracts in accumulation............................  1,003,244
Aetna Variable Encore Fund:
 Annuity contracts in accumulation............................  8,379,376
Aetna Investment Advisers Fund, Inc.:
 Annuity contracts in accumulation............................    702,615
Aetna Ascent Variable Portfolio:
 Annuity contracts in accumulation............................  1,165,108
Aetna Crossroads Variable Portfolio:
 Annuity contracts in accumulation............................     76,740
Aetna Legacy Variable Portfolio:
 Annuity contracts in accumulation............................    100,364
Aetna Variable Index Plus Portfolio:
 Annuity contracts in accumulation............................     32,321
Alger American Funds:
  Balanced Portfolio:
 Annuity contracts in accumulation............................    507,815
  Growth Portfolio:
 Annuity contracts in accumulation............................  6,464,740
  Income and Growth Portfolio:
 Annuity contracts in accumulation............................    647,270
  Leveraged AllCap Portfolio:
 Annuity contracts in accumulation............................  2,012,567
  MidCap Portfolio:
 Annuity contracts in accumulation............................  4,102,199
  Small Capitalization Portfolio:
 Annuity contracts in accumulation............................  7,005,171
Fidelity Investments Variable Insurance Products Fund:
  Equity-Income Portfolio:
 Annuity contracts in accumulation............................ 11,855,352
  Growth Portfolio:
 Annuity contracts in accumulation............................  9,527,933
  High Income Portfolio:
 Annuity contracts in accumulation............................  2,737,458
  Overseas Portfolio:
 Annuity contracts in accumulation............................  1,321,928
Fidelity Investments Variable Insurance Products Fund II:
  Asset Manager Portfolio:
 Annuity contracts in accumulation............................  1,216,766
  Contrafund Portfolio:
 Annuity contracts in accumulation............................  6,541,331
  Index 500 Portfolio:
 Annuity contracts in accumulation............................  4,888,997
  Investment Grade Bond Portfolio:
 Annuity contracts in accumulation............................    448,634
Insurance Management Series:
  American Leaders Fund II:
 Annuity contracts in accumulation............................ 58,037,362
  Growth Strategies Fund II:
 Annuity contracts in accumulation............................  9,800,678
  High Income Bond Fund II:
 Annuity contracts in accumulation............................ 11,591,426
  International Equity Fund II:
 Annuity contracts in accumulation............................ 11,335,329

                                       S-3

<PAGE>

Variable Annuity Account I

Statement of Assets and Liabilities - December 31, 1996 (continued):

  Prime Money Fund II:
 Annuity contracts in accumulation.....................      $3,507,665
  U.S. Government Securities Fund II:
 Annuity contracts in accumulation.....................       2,456,452
  Utility Fund II:
 Annuity contracts in accumulation.....................      13,335,221
Janus Aspen Series:
  Aggressive Growth Portfolio:
 Annuity contracts in accumulation.....................       2,754,214
  Balanced Portfolio:
 Annuity contracts in accumulation.....................       1,987,150
  Flexible Income Portfolio:
 Annuity contracts in accumulation.....................         393,394
  Growth Portfolio:
 Annuity contracts in accumulation.....................       3,113,839
  Short-Term Bond Portfolio:
 Annuity contracts in accumulation.....................         314,045
  Worldwide Growth Portfolio:
 Annuity contracts in accumulation.....................      13,802,417
Lexington Emerging Markets Fund:
 Annuity contracts in accumulation.....................         765,870
Lexington Natural Resources Trust Fund:
 Annuity contracts in accumulation.....................       1,329,850
MFS Funds:
  Emerging Growth Series:
 Annuity contracts in accumulation.....................       4,216,322
  Research Series:
 Annuity contracts in accumulation.....................       2,489,437
  Total Return Series:
 Annuity contracts in accumulation.....................       1,181,849
  Value Series:
 Annuity contracts in accumulation.....................          44,861
  World Government Series:
 Annuity contracts in accumulation.....................         214,428
TCI Portfolios, Inc.:
  Balanced Fund:
 Annuity contracts in accumulation.....................         373,473
  Growth Fund:
 Annuity contracts in accumulation.....................         460,141
  International Fund:
 Annuity contracts in accumulation.....................         825,259
                                                           --------------
                                                             $218,897,920
                                                           ==============

See Notes to Financial Statements

                                       S-4

<PAGE>

Variable Annuity Account I

Statements of Operations and Changes in Net Assets

<TABLE>
<CAPTION>
                                                                                  Year Ended December 31,
                                                                                  1996             *1995
                                                                                  ----             -----
<S>                                                                             <C>               <C>
INVESTMENT INCOME:
Income: (Notes 1, 3 and 5)
   Dividends ...........................................................        $3,142,826        $344,085
Expenses: (Notes 2 and 5)
   Valuation Period Deductions .........................................        (1,469,442)       (129,615)
                                                                                ----------        -------- 
Net investment income ..................................................         1,673,384         214,470
                                                                                ----------        -------- 
NET REALIZED AND UNREALIZED GAIN
  ON INVESTMENTS:
Net realized gain on sales of investments: (Notes 1, 4 and 5)
  Proceeds from sales ..................................................        30,774,009       1,768,297
  Cost of investments sold .............................................        30,447,382       1,764,665
                                                                                ----------        -------- 
    Net realized gain ..................................................           326,627           3,632
Net unrealized gain on investments: (Note 5)
  Beginning of period ..................................................         1,366,008               0
  End of period ........................................................        13,871,018       1,366,008
                                                                                ----------        -------- 
    Net change in unrealized gain ......................................        12,505,010       1,366,008
                                                                                ----------        -------- 
Net realized and unrealized gain on investments ........................        12,831,637       1,369,640
                                                                                ----------        -------- 
Net increase in net assets resulting from operations ...................        14,505,021       1,584,110
                                                                                ----------        -------- 
FROM UNIT TRANSACTIONS:
Variable annuity contract purchase payments ............................       151,305,122      29,988,730
Sales and administrative charges deducted by the Company ...............                 0         (98,694)
                                                                                ----------        -------- 
    Net variable annuity contract purchase payments.....................       151,305,122      29,890,036
Transfers from the Company's fixed account options .....................        21,839,958       2,369,036
Redemptions by contract holders ........................................        (2,630,806)       (100,005)
Other ..................................................................           121,009          14,439
                                                                                ----------        -------- 
    Net increase in net assets from unit transactions (Note 5) .........       170,635,283      32,173,506
                                                                                ----------        -------- 
Change in net assets ...................................................       185,140,304      33,757,616
NET ASSETS:
Beginning of period ....................................................        33,757,616               0
                                                                                ----------        -------- 
End of period ..........................................................      $218,897,920     $33,757,616
                                                                              ============     ===========
</TABLE>

*  Statements of Operations  and Changes in Net Assets for the Period June 28,
   1995 through December 31, 1995.

                                       S-5

<PAGE>

Variable Annuity Account I

Notes to Financial Statements  December 31, 1996


1.    Summary of Significant Accounting Policies

      Variable Annuity Account I ("Account") is a separate  account  established
      by Aetna Insurance Company of America  ("Company") and is registered under
      the Investment Company Act of 1940 as a unit investment trust. The Account
      is sold  exclusively for use with variable  annuity  contracts that may be
      entitled  to tax -  deferred  treatment  under  specific  sections  of the
      Internal  Revenue  Code  of  1986,  as  amended.   The  account  commenced
      operations on June 28, 1995.

      The  preparation  of financial  statements  in conformity  with  generally
      accepted  accounting  principles requires management to make estimates and
      assumptions that affect amounts reported therein.  Although actual results
      could differ from these estimates, any such differences are expected to be
      immaterial to the net assets of the Account.

      a.  Valuation of Investments

      Investments  in the  following  Funds are stated at the  closing net asset
      value per share as determined by each Fund on December 31, 1996:

<TABLE>

<S>                                                                    <C>
Aetna Variable Fund                                            Insurance Management Series:
Aetna Income Shares                                            [bullet]American Leaders Fund II
Aetna Variable Encore Fund                                     [bullet]Growth Strategies Fund II
Aetna Investment Advisers Fund, Inc.                           [bullet]High Income Bond Fund II
Aetna Ascent Variable Portfolio                                [bullet]International Equity Fund II
Aetna Crossroads Variable Portfolio                            [bullet]Prime Money Fund II
Aetna Legacy Variable Portfolio                                [bullet]U.S. Government Securities Fund II
Aetna Variable Index Plus Portfolio                            [bullet]Utility Fund II
Alger American Funds:                                          Janus Aspen Series:
[bullet]Balanced Portfolio                                     [bullet]Aggressive Growth Portfolio
[bullet]Growth Portfolio                                       [bullet]Balanced Portfolio
[bullet]Income and Growth Portfolio                            [bullet]Flexible Income Portfolio
[bullet]Leveraged AllCap Portfolio                             [bullet]Growth Portfolio
[bullet]MidCap Portfolio                                       [bullet]Short - Term Bond Portfolio
[bullet]Small Capitalization Portfolio                         [bullet]Worldwide Growth Portfolio
Fidelity Investments Variable Insurance Products Fund:         Lexington Emerging Markets Fund
[bullet]Equity - Income Portfolio                              Lexington Natural Resources Trust Fund
[bullet]Growth Portfolio                                       MFS Funds:
[bullet]High Income Portfolio                                  [bullet]Emerging Growth Series
[bullet]Overseas Portfolio                                     [bullet]Research Series
Fidelity Investments Variable Insurance Products Fund II:      [bullet]Total Return Series
[bullet]Asset Manager Portfolio                                [bullet]Value Series
[bullet]Contrafund Portfolio                                   [bullet]World Government Series
[bullet]Index 500 Portfolio                                    TCI Portfolios, Inc.:
[bullet]Investment Grade Bond Portfolio                        [bullet]Balanced Fund
                                                               [bullet]Growth Fund
                                                               [bullet]International Fund
</TABLE>

                                       S-6

<PAGE>

Notes to Financial Statements  December 31, 1996 (continued):

     b.    Other

     Investment transactions are accounted for on a trade date basis and
     dividend income is recorded on the ex-dividend date. The cost of
     investments sold is determined by specific identification.

     c.    Federal Income Taxes

     The operations of the Account form a part of, and are taxed with, the total
     operations of the Company which is taxed as a life insurance company under
     the Internal Revenue Code of 1986, as amended.

     d.    Annuity Reserves

     Annuity reserves held in the Separate Accounts are computed for currently
     payable contracts according to the 83a and 83GAM tables using various
     assumed interest rates. Mortality experience is monitored by the Company.
     Charges to annuity reserves for mortality experience are reimbursed to the
     Company if the reserves required are less than originally estimated. If
     additional reserves are required, the Company reimburses the Account.

2.   Valuation Period Deductions

     Deductions by the Account for mortality and expense risk charges are made
     in accordance with the terms of the contracts and are paid to the Company.

3.   Dividend Income

     On an annual basis, the Funds distribute substantially all of their taxable
     income and realized capital gains to their shareholders. Distributions to
     the Account are automatically reinvested in shares of the Funds. The
     Account's proportionate share of each Fund's undistributed net investment
     income (distributions in excess of net investment income) and accumulated
     net realized gain (loss) on investments is included in net unrealized gain
     (loss) in the Statements of Operations and Changes in Net Assets.

4.   Purchases and Sales of Investments

     The cost of purchases and proceeds from sales of investments other than
     short-term investments for the years ended December 31, 1996 and December
     31, 1995 aggregated $203,082,676 and $30,774,009; $34,156,273 and
     $1,768,297, respectively.

                                       S-7

<PAGE>

Variable Annuity Account I

Notes to Financial Statements  December 31, 1996 (continued):

5.   Supplemental Information to Statements of Operations and Changes in Net
     Assets Year Ended December 31, 1996

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
                                                         Valuation    Proceeds      Cost of       Net      
                                                           Period       from      Investments   Realized   
                                           Dividends     Deductions     Sales        Sold      Gain (Loss) 
- -----------------------------------------------------------------------------------------------------------
<S>                                         <C>           <C>          <C>           <C>          <C>      
Aetna Variable Fund:                        $377,243      ($16,848)    $678,021      $625,675     $52,346  
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
Aetna Income Shares:                          53,910        (6,342)     361,706       364,811      (3,105) 
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund:                  271,781       (42,460)   8,817,411     8,991,630    (174,219) 
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc.:         49,621        (6,268)     445,891       441,685       4,206  
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
Aetna Ascent Variable Portfolio:              41,723        (4,767)     103,743       102,116       1,627  
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
Aetna Crossroads Variable Portfolio:           3,213          (150)         245           229          16  
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
Aetna Legacy Variable Portfolio:               6,160           (98)      32,715        33,619        (904) 
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
Aetna Variable Index Plus Portfolio:             175           (59)      32,626        30,948       1,678  
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
Alger American Funds:
 Balanced Portfolio:                           1,752        (2,640)     164,226       164,428        (202) 
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
 Growth Portfolio:                            41,079       (39,330)     505,561       482,104      23,457  
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
 Income and Growth Portfolio:                 30,956        (3,277)     116,013       131,617     (15,604) 
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
 Leveraged AllCap Portfolio:                   1,193       (10,216)     138,877       145,053      (6,176) 
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
 MidCap Portfolio:                             6,167       (19,638)   1,125,112     1,181,040     (55,928) 
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
 Small Capitalization Portfolio:               5,402       (43,782)     967,209       963,981       3,228  
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
Fidelity Investments Variable 
 Insurance Products Fund:
 EquityIncome Portfolio:                       5,013       (60,690)     388,307       391,124      (2,817) 
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
 Growth Portfolio:                             6,182       (51,253)     683,984       650,467      33,517  
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
 High Income Portfolio:                            0       (13,207)     809,332       772,725      36,607  
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
 Overseas Portfolio:                               0        (6,706)     553,209       544,802       8,407  
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
Fidelity Investments Variable 
 Insurance Products Fund II:
 Asset Manager Portfolio:                          0        (4,829)      32,049        30,456       1,593  
Annuity contracts in accumulation                                                                          
- -----------------------------------------------------------------------------------------------------------
 Contrafund Portfolio:                             0       (23,542)     531,787       511,106      20,681  
Annuity contracts in accumulation          
                                                                                                           
- -----------------------------------------------------------------------------------------------------------
</TABLE>

                                       S-8
<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
                                            Net Unrealized                       Net
                                              Gain (Loss)         Net     Increase (Decrease)     Net Assets
                                              -----------      Change in       in Net Assets  ------------------
                                           Beginning   End     Unrealized     from Unit       Beginning    End
                                            of Year  of Year   Gain (Loss)   Transactions      of Year   of Year
- -----------------------------------------------------------------------------------------------------------------
<S>                                        <C>       <C>         <C>          <C>            <C>      <C>
Aetna Variable Fund:                           $0   ($143,001)   ($143,001)   $3,559,569
Annuity contracts in accumulation                                                                $0   $3,829,309
- ------------------------------------------------------------------------------------------------------------------
Aetna Income Shares:                            0     (21,783)     (21,783)      980,564
Annuity contracts in accumulation                                                                 0    1,003,244
- ------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund:                     0      61,606       61,606     8,262,668
Annuity contracts in accumulation                                                                 0    8,379,376
- ------------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc.:           0      15,913       15,913       639,143
Annuity contracts in accumulation                                                                 0      702,615
- ------------------------------------------------------------------------------------------------------------------
Aetna Ascent Variable Portfolio:                0      56,427       56,427     1,070,098
Annuity contracts in accumulation                                                                 0    1,165,108
- ------------------------------------------------------------------------------------------------------------------
Aetna Crossroads Variable Portfolio:            0        (282)        (282)       73,943
Annuity contracts in accumulation                                                                 0       76,740
- ------------------------------------------------------------------------------------------------------------------
Aetna Legacy Variable Portfolio:                0      (3,582)      (3,582)       98,789
Annuity contracts in accumulation                                                                (1)     100,364
- ------------------------------------------------------------------------------------------------------------------
Aetna Variable Index Plus Portfolio:            0        (786)        (786)       31,313
Annuity contracts in accumulation                                                                 0       32,321
- ------------------------------------------------------------------------------------------------------------------
Alger American Funds:
 Balanced Portfolio:                            0      19,051       19,051       489,854
Annuity contracts in accumulation                                                                 0      507,815
- ------------------------------------------------------------------------------------------------------------------
 Growth Portfolio:                           (303)    331,002      331,305     6,071,518
Annuity contracts in accumulation                                                            36,711    6,464,740
- ------------------------------------------------------------------------------------------------------------------
 Income and Growth Portfolio:                   0      43,184       43,184       592,011
Annuity contracts in accumulation                                                                 0      647,270
- ------------------------------------------------------------------------------------------------------------------
 Leveraged AllCap Portfolio:                    0      53,728       53,728     1,974,038
Annuity contracts in accumulation                                                                 0    2,012,567
- ------------------------------------------------------------------------------------------------------------------
 MidCap Portfolio:                              0     172,467      172,467     3,999,130
Annuity contracts in accumulation                                                                 1    4,102,199
- ------------------------------------------------------------------------------------------------------------------
 Small Capitalization Portfolio:           (1,042)    (40,650)     (39,608)    7,044,153
Annuity contracts in accumulation                                                            35,778    7,005,171
- ------------------------------------------------------------------------------------------------------------------
Fidelity Investments Variable 
 Insurance Products Fund:
 EquityIncome Portfolio:                        0     763,902      763,902    11,149,944
Annuity contracts in accumulation                                                                 0   11,855,352
- ------------------------------------------------------------------------------------------------------------------
 Growth Portfolio:                              0     339,925      339,925     9,199,562
Annuity contracts in accumulation                                                                 0    9,527,933
- ------------------------------------------------------------------------------------------------------------------
 High Income Portfolio:                         0      99,376       99,376     2,614,682
Annuity contracts in accumulation                                                                 0    2,737,458
- ------------------------------------------------------------------------------------------------------------------
 Overseas Portfolio:                            0      66,703       66,703     1,253,524
Annuity contracts in accumulation                                                                 0    1,321,928
- ------------------------------------------------------------------------------------------------------------------
Fidelity Investments Variable 
 Insurance Products Fund II:
 Asset Manager Portfolio:                       0      56,785       56,785     1,163,217
Annuity contracts in accumulation                                                                 0    1,216,766
- ------------------------------------------------------------------------------------------------------------------
 Contrafund Portfolio:                          0     438,859      438,859     6,105,333          0    6,541,331
Annuity contracts in accumulation          
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       S-9

<PAGE>

Variable Annuity Account I

Notes to Financial Statements  December 31, 1996 (continued):

5.   Supplemental Information to Statements of Operations and Changes in Net
     Assets Year Ended December 31, 1996

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                                                                                         
                                                      Valuation    Proceeds      Cost of       Net       
                                                        Period       from      Investments   Realized    
                                           Dividends  Deductions     Sales        Sold      Gain (Loss)  
- ---------------------------------------------------------------------------------------------------------
<S>                                         <C>        <C>          <C>           <C>            <C>     
 Index 500 Portfolio:                            $0    ($22,040)     $334,354      $313,306      $21,048 
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
 Investment Grade Bond Portfolio:                 0      (1,771)       67,878        68,125         (247)
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
Insurance Management Series:
 American Leaders Fund II:                  662,642    (497,245)      925,465       746,157      179,308 
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
 Growth Strategies Fund II:                     295     (52,685)      106,659        89,128       17,531 
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
 High Income Bond Fund II:                  611,472     (95,132)      310,773       300,649       10,124 
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
 International Equity Fund II:               20,351     (96,657)      280,807       261,882       18,925 
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
 Prime Money Fund II:                       164,619     (50,003)    6,053,920     6,053,922           (2)
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
 U.S. Government Securities Fund II:        113,351     (26,261)      844,719       846,273       (1,554)
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
 Utility Fund II:                           381,276    (128,189)      639,721       566,100       73,621 
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
Janus Aspen Series:
 Aggressive Growth Portfolio:                 7,466     (12,856)    1,050,437     1,088,069      (37,632)
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
 Balanced Portfolio:                         23,543      (7,391)      221,223       209,140       12,083 
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
 Flexible Income Portfolio:                  18,252      (2,109)       41,760        41,610          150 
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
 Growth Portfolio:                           25,286     (14,653)    1,183,201     1,120,812       62,389 
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
 ShortTerm Bond Portfolio:                   9,170      (2,222)      652,610       650,060        2,550  
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
 Worldwide Growth Portfolio:                106,093     (61,217)      446,507       395,584       50,923 
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
Lexington Emerging Markets Fund:                  0      (3,899)      109,987       110,241         (254)
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust Fund:       4,095      (5,265)      418,184       424,395       (6,211)
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
MFS Funds:
 Emerging Growth Series:                     33,270     (14,548)      145,356       151,959       (6,603)
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
 Research Series:                            32,798      (7,629)       69,685        69,157          528 
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
 Total Return Series:                        22,438      (3,611)      191,249       184,924        6,325 
Annuity contracts in accumulation                                                                        
- ---------------------------------------------------------------------------------------------------------
</TABLE>
                                      S-10

<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
                                            Net Unrealized                       Net  
                                              Gain (Loss)          Net    Increase (Decrease)     Net Assets
                                              -----------       Change in   in Net Assets         ----------
                                           Beginning   End     Unrealized     from Unit       Beginning   End
                                            of Year  of Year   Gain (Loss)   Transactions      of Year   of Year
- -----------------------------------------------------------------------------------------------------------------
<S>                                        <C>     <C>         <C>           <C>         <C>           <C>       
 Index 500 Portfolio:                           $0  $375,527    $375,527     $4,514,462 
Annuity contracts in accumulation                                                                $0    $4,888,997
- -----------------------------------------------------------------------------------------------------------------
 Investment Grade Bond Portfolio:                0    10,325      10,325        440,327
Annuity contracts in accumulation                                                                 0       448,634
- -----------------------------------------------------------------------------------------------------------------
Insurance Management Series:
 American Leaders Fund II:                 871,936 7,073,040   6,201,104     35,057,409
Annuity contracts in accumulation                                                        16,434,144    58,037,362
- -----------------------------------------------------------------------------------------------------------------
 Growth Strategies Fund II:                  4,198   890,268     886,070      8,762,085
Annuity contracts in accumulation                                                           187,382     9,800,678
- -----------------------------------------------------------------------------------------------------------------
 High Income Bond Fund II:                  47,839   442,872     395,033      7,472,858
Annuity contracts in accumulation                                                         3,197,071    11,591,426
- -----------------------------------------------------------------------------------------------------------------
 International Equity Fund II:              77,134   599,852     522,718      7,793,953
Annuity contracts in accumulation                                                         3,076,039    11,335,329
- -----------------------------------------------------------------------------------------------------------------
 Prime Money Fund II:                            0         0           0       (713,688)
Annuity contracts in accumulation                                                         4,106,739     3,507,665
- -----------------------------------------------------------------------------------------------------------------
 U.S. Government Securities Fund II:        32,984      (201)    (33,185)       816,834
Annuity contracts in accumulation                                                         1,587,267     2,456,452
- -----------------------------------------------------------------------------------------------------------------
 Utility Fund II:                          332,527 1,106,478     773,951      7,162,934
Annuity contracts in accumulation                                                         5,071,628    13,335,221
- -----------------------------------------------------------------------------------------------------------------
Janus Aspen Series:
 Aggressive Growth Portfolio:                    0    17,905      17,905      2,779,331
Annuity contracts in accumulation                                                                 0     2,754,214
- -----------------------------------------------------------------------------------------------------------------
 Balanced Portfolio:                             0    46,718      46,718      1,912,197
Annuity contracts in accumulation                                                                 0     1,987,150
- -----------------------------------------------------------------------------------------------------------------
 Flexible Income Portfolio:                      0     5,974       5,974        371,127
Annuity contracts in accumulation                                                                 0       393,394
- -----------------------------------------------------------------------------------------------------------------
 Growth Portfolio:                               0    90,906      90,906      2,949,911
Annuity contracts in accumulation                                                                 0     3,113,839
- -----------------------------------------------------------------------------------------------------------------
 ShortTerm Bond Portfolio:                      0    (1,799)     (1,799)       306,346
Annuity contracts in accumulation                                                                 0       314,045
- -----------------------------------------------------------------------------------------------------------------
 Worldwide Growth Portfolio:                     0   658,071     658,071     13,048,547
Annuity contracts in accumulation                                                                 0    13,802,417
- -----------------------------------------------------------------------------------------------------------------
Lexington Emerging Markets Fund:               735    (4,649)     (5,384)       750,550
Annuity contracts in accumulation                                                            24,857       765,870
- -----------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust Fund:          0    98,720      98,720      1,238,511
Annuity contracts in accumulation                                                                 0     1,329,850
- -----------------------------------------------------------------------------------------------------------------
MFS Funds:
 Emerging Growth Series:                         0    13,628      13,628      4,190,575
Annuity contracts in accumulation                                                                 0     4,216,322
- -----------------------------------------------------------------------------------------------------------------
 Research Series:                                0    66,161      66,161      2,397,579
Annuity contracts in accumulation                                                                 0     2,489,437
- -----------------------------------------------------------------------------------------------------------------
 Total Return Series:                            0    22,362      22,362      1,134,335
Annuity contracts in accumulation                                                                 0     1,181,849
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

                                      S-11

<PAGE>

Variable Annuity Account I

Notes to Financial Statements  December 31, 1996 (continued):

5.  Supplemental Information to Statements of Operations and Changes in Net 
    Assets-Year Ended December 31, 1996

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
                                                                                                       
                                                       Valuation   Proceeds      Cost of       Net     
                                                        Period       from      Investments   Realized  
                                        Dividends     Deductions     Sales        Sold      Gain (Loss)
- -------------------------------------------------------------------------------------------------------
<S>                                  <C>         <C>           <C>           <C>           <C>         
 Value Series:                             $606         ($47)       $3,366        $3,307        $59    
Annuity contracts in accumulation                                                                      
- -------------------------------------------------------------------------------------------------------
 World Government Series:                     0         (961)       35,795        34,610      1,185    
Annuity contracts in accumulation                                                                      
- -------------------------------------------------------------------------------------------------------
TCI Portfolios, Inc.:
 Balanced Fund:                           1,396       (1,261)       21,355        20,655        700    
Annuity contracts in accumulation                                                                      
- -------------------------------------------------------------------------------------------------------
 Growth Fund:                             2,369       (2,424)       89,869        97,034     (7,165)   
Annuity contracts in accumulation                                                                      
- -------------------------------------------------------------------------------------------------------
 International Fund:                        468       (3,264)       41,105        40,667        438    
Annuity contracts in accumulation                                                                      
- -------------------------------------------------------------------------------------------------------
Total Variable Annuity Account I     $3,142,826  ($1,469,442)  $30,774,009   $30,447,382   $326,627    
=======================================================================================================
</TABLE>

                                      S-12

<PAGE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                                                                              Net                
                                           Net Unrealized       Net      Increase (Decrease)       Net Assets       
                                            Gain (Loss)      Unrealized    in Net Assets    ------------------------
                                         Beginning   End      Change in     from Unit       Beginning       End     
                                          of Year  of Year   Gain (Loss)   Transactions      of Year      of Year   
- --------------------------------------------------------------------------------------------------------------------
<S>                                 <C>         <C>         <C>          <C>            <C>             <C>      
 Value Series:                              $0         $156        $156      $44,087
Annuity contracts in accumulation                                                                $0          $44,861
- --------------------------------------------------------------------------------------------------------------------
 World Government Series:                    0        3,877       3,877      210,327
Annuity contracts in accumulation                                                                 0          214,428
- --------------------------------------------------------------------------------------------------------------------
TCI Portfolios, Inc.:
 Balanced Fund:                              0       10,011      10,011      362,627
Annuity contracts in accumulation                                                                 0          373,473
- --------------------------------------------------------------------------------------------------------------------
 Growth Fund:                                0      (11,204)    (11,204)     478,565
Annuity contracts in accumulation                                                                 0          460,141
- --------------------------------------------------------------------------------------------------------------------
 International Fund:                         0       47,176      47,176      780,441
Annuity contracts in accumulation                                                                 0          825,259
- --------------------------------------------------------------------------------------------------------------------
Total Variable Annuity Account I    $1,366,008  $13,871,018 $12,505,010  $170,635,283   $33,757,616     $218,897,920
====================================================================================================================
</TABLE>

                                      S-13

<PAGE>

                          Independent Auditors' Report

The Board of Directors of Aetna Insurance Company of America and 
  Contract Owners of Variable Annuity Account I:


We have audited the accompanying statement of assets and liabilities of Aetna
Insurance Company of America Variable Annuity Account I (the "Account") as of
December 31, 1996, the related statements of operations and changes in net
assets for the year then ended and the period from June 28, 1995 (commencement
of operations) to December 31, 1995 and condensed financial information for the
year ended December 31, 1996. These financial statements and condensed financial
information are the responsibility of the Account's management. Our
responsibility is to express an opinion on these financial statements and
condensed financial information based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and condensed
financial information are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of December 31, 1996, by correspondence with the custodian. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and condensed financial information
referred to above present fairly, in all material respects, the financial
position of Aetna Insurance Company of America Variable Annuity Account I as of
December 31, 1996, the results of its operations and the changes in its net
assets for the year ended December 31, 1996 and the period from June 28, 1995 to
December 31, 1995 and condensed financial information for the year ended
December 31, 1996 in conformity with generally accepted accounting principles.


                                                  KPMG Peat Marwick LLP


Hartford, Connecticut
February 14, 1997
                                            S-14


<PAGE>



                       AETNA INSURANCE COMPANY OF AMERICA

                          Index to Financial Statements

                                                                          Page
                                                                          ----

Independent Auditors' Report                                               F-2

Financial Statements:

Statements of Income for the Years Ended
  December 31, 1996, 1995 and 1994                                         F-3

Balance Sheets as of December 31, 1996
  and 1995                                                                 F-4

Statements of Changes in Shareholder's Equity for
  the Years Ended December 31, 1996, 1995 and 1994                         F-5

Statements of Cash Flows for the Years
  Ended December 31, 1996, 1995 and 1994                                   F-6

Notes to  Financial Statements                                             F-7



                                      F-1
<PAGE>


                          Independent Auditors' Report

The Shareholder and Board of Directors
Aetna Insurance Company of America:

We have audited the accompanying balance sheets of Aetna Insurance Company of
America as of December 31, 1996 and 1995, and the related statements of income,
changes in shareholder's equity, and cash flows for each of the years in the
three-year period ended December 31, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Aetna Insurance Company of
America at December 31, 1996 and 1995, and the results of its operations and its
cash flows for each of the years in the three-year period ended December 31,
1996, in conformity with generally accepted accounting principles.


                                        /s/ KPMG Peat Marwick LLP

Hartford, Connecticut
March 20, 1997



                                       F-2
<PAGE>

                       AETNA INSURANCE COMPANY OF AMERICA
     (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                              Statements of Income
                                   (thousands)

<TABLE>
<CAPTION>

                                                          Years Ended December 31
                                                          -----------------------
                                                        1996        1995       1994
                                                        ----        ----       ----
<S>                                                  <C>          <C>         <C>     
Revenue:
  Charges assessed against policyholders             $1,293.0     $132.7      $   --
  Net investment income                               1,556.9      721.0       619.3
  Net realized capital gains (losses)                   (11.2)       8.3          --
  Other income                                           66.4         --          --
                                                     ----------  --------    --------
    Total revenue                                      2,905.1     862.0       619.3

Benefits and expenses:
  Current and future benefits                          1,651.9        --          --
  Operating expenses                                   2,430.4     481.8        85.6
  Amortization of deferred policy acquisition costs      242.0        --          --
                                                     ----------  --------    --------
    Total benefits and expenses                        4,324.3     481.8        85.6

Income (loss) before income taxes (benefits)          (1,419.2)    380.2       533.7

  Income taxes (benefits)                               (723.4)    212.3       185.1
                                                     ----------  --------    --------
Net Income (loss)                                    $  (695.8)   $167.9      $348.6
                                                     ==========  ========    ========

</TABLE>

See Notes to Financial Statements.

                                      F-3
<PAGE>


                       AETNA INSURANCE COMPANY OF AMERICA
     (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                                 Balance Sheets
                         (thousands, except share data)
<TABLE>
<CAPTION>
                                                                         December 31,
Assets                                                                1996          1995
- ------                                                                ----          ----
<S>                                                             <C>            <C>       

Investments:
  Debt securities, available for sale:
    (amortized cost: $24,736.8 and $7,953.0)                    $  24,770.3    $  8,187.4
Cash and cash equivalents                                          51,842.3       4,044.2
Deferred policy acquisition costs                                  21,057.0       2,066.4
Accrued investment income                                             325.8         112.6
Deferred tax asset                                                  1,289.7         467.6
Income taxes receivable                                             1,133.2            --
Other assets                                                          447.6           0.8
Separate Accounts assets                                          303,518.6      43,810.0
                                                                -------------  ------------
    Total assets                                                $ 404,384.5    $ 58,689.0
                                                                =============  ============

Liabilities and Shareholder's Equity
- ------------------------------------

Liabilities:
  Policyholders' funds left with the Company                    $  64,445.4    $       --
  Other liabilities                                                 4,753.2       1,874.2
  Due to parent and affiliates                                        347.2         174.6
  Income taxes payable                                                   --         697.2
  Separate Accounts liabilities                                   303,518.6      43,810.0
                                                                -------------  ------------
    Total liabilities                                             373,064.4      46,556.0
                                                                -------------  ------------

Shareholder's equity:
  Common capital stock, par value $2,000 (1,275 shares
  authorized, issued and outstanding)                               2,550.0       2,550.0
  Paid-in capital                                                  27,550.0       7,550.0
  Net unrealized capital gains                                         90.3         152.4
  Retained earnings                                                 1,129.8       1,880.6
                                                                -------------  ------------
    Total shareholder's equity                                     31,320.1      12,133.0
                                                                -------------  ------------

     Total liabilities and shareholder's equity                 $ 404,384.5    $ 58,689.0
                                                                =============  ============
</TABLE>

See Notes to financial Statements.



                                       F-4
<PAGE>

                       AETNA INSURANCE COMPANY OF AMERICA
     (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                  Statements of Changes in Shareholder's Equity
                                   (thousands)

<TABLE>
<CAPTION>
                                                               Years Ended December 31,
                                                               ------------------------
                                                          1996            1995         1994
                                                          ----            ----         ----
<S>                                                  <C>             <C>          <C>        
Shareholder's equity, beginning of year              $  12,133.0     $  11,675.3  $  11,584.2

Capital contribution                                    20,000.0              --           --

Net income (loss)                                         (695.8)          167.9        348.6

Net change in unrealized capital gains (losses)            (62.1)          289.8       (257.5)

Other changes                                              (55.0)             --          --
                                                     --------------  -------------  ----------
Shareholder's equity, end of year                    $  31,320.1     $  12,133.0  $  11,675.3
                                                     ==============  =============  ==========

</TABLE>

See Notes to Financial Statements.


                                       F-5
<PAGE>

                       AETNA INSURANCE COMPANY OF AMERICA
     (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                            Statements of Cash Flows
                                   (thousands)

<TABLE>
<CAPTION>
                                                                                            Years Ended December 31,
                                                                                            ------------------------
                                                                                     1996             1995            1994
                                                                                     ----             ----            ----
<S>                                                                              <C>              <C>             <C>     
Cash Flows from Operating Activities:
     Net income (loss)                                                           $  (695.8)       $  167.9        $  348.6
     Adjustments to reconcile net income (loss) to net cash (used for)
     provided by operating activities:
     Increase in accrued investment income                                          (213.2)          (21.1)             --
     Increase in deferred policy acquisition costs                               (18,990.6)       (2,066.4)             --
     Net change in amounts due to/from parent and affiliates                         172.6           164.1           (79.2)
     Net increase (decrease) in other assets and liabilities                         (25.6)        1,915.9             1.2
     Net (decrease) increase in income taxes                                      (2,710.7)           60.2          (138.9)
     Net amortization of (discount) premium on debt securities                      (104.6)           22.2            88.1
     Net realized capital losses                                                      11.2              --              --
                                                                                ----------        --------        --------
      Net cash (used for) provided by operating activities                       (22,556.7)          242.8           219.8
                                                                                ----------        --------        --------
Cash Flows from Investing Activities:
     Proceeds from sales of:
      Debt securities available for sale                                           2,510.0         3,000.0              --
     Investment maturities and repayments of:
      Short-term investments                                                            --           500.0              --
     Cost of investment purchases in:
      Debt securities available for sale                                         (16,706.0)       (3,939.2)             --
      Short-term investments                                                            --          (492.1)             --
                                                                                 ----------       ---------       --------
       Net cash used for investing activities                                    (14,196.0)         (931.3)             --
                                                                                 ----------       ---------       --------
Cash Flows from Financing Activities:
     Deposits and interest credited for investment contracts                      64,936.2              --              --
     Withdrawal of investment contracts                                             (385.4)
     Capital contribution                                                         20,000.0              --              --
                                                                                 ----------       ---------       --------
       Net cash provided by financing activities                                  84,550.8              --              --
                                                                                 ----------       ---------       --------
Net increase (decrease) in cash and cash equivalents                              47,798.1           (688.5)         219.8
Cash and cash equivalents, beginning of year                                       4,044.2          4,732.7        4,512.9
                                                                                 ----------       ---------       --------

Cash and cash equivalents, end of year                                           $51,842.3         $4,044.2       $4,732.7
                                                                                 ==========       ==========      =========

Supplemental cash flow information:
    Income taxes paid, net                                                       $ 1,866.8         $   92.4         $336.7
                                                                                 ==========       ==========      =========

</TABLE>

See Notes to Financial Statements.

                                       F-6
<PAGE>

                       AETNA INSURANCE COMPANY OF AMERICA
     (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                          Notes to Financial Statements

1. Summary of Significant Accounting Policies

      Aetna Insurance Company of America (the "Company") is a stock life
      insurance company organized in 1990 under the insurance laws of
      Connecticut. The Company is a wholly owned subsidiary of Aetna Life
      Insurance and Annuity Company ("ALIAC"). ALIAC is a wholly owned
      subsidiary of Aetna Retirement Holdings, Inc. ("HOLDCO"). HOLDCO is a
      wholly owned subsidiary of Aetna Retirement Services, Inc., whose ultimate
      parent is Aetna Inc. ("Aetna"). During the second quarter of 1995, the
      Company began marketing and servicing variable annuities to individuals in
      the qualified and non-qualified markets.

      Basis of Presentation

      These financial statements have been prepared in conformity with generally
      accepted accounting principles. Certain reclassifications have been made
      to 1995 and 1994 financial information to conform to the 1996
      presentation.

      Future Application of Accounting Standards

      Financial Accounting Standard ("FAS") No. 125 , Accounting for Transfers
      and Servicing of Financial Assets and Extinguishments of Liabilities, was
      issued in June 1996. This statement provides accounting and reporting
      standards for transfers of financial assets and extinguishments of
      liabilities. Transactions covered by this statement would include
      securitizations, sales of partial interests in assets, repurchase
      agreements and securities lending. This statement requires that after a
      transfer of financial assets, an entity would recognize any assets it
      controls and liabilities it has incurred. An entity would not recognize
      assets when control has been surrendered or liabilities have been
      satisfied. Portions of this statement are effective for each of 1997 and
      1998 financial statements and early adoption is not permitted. The Company
      does not expect adoption of this statement to have a material effect on
      its financial position or results of operations.

      Use of Estimates

      The preparation of financial statements in conformity with generally
      accepted accounting principles requires management to make estimates and
      assumptions that affect the amounts reported in the financial statements
      and accompanying notes. Actual results could differ from reported results
      using those estimates.

                                       F-7

<PAGE>

                       AETNA INSURANCE COMPANY OF AMERICA
     (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                    Notes to Financial Statements (Continued)

1. Summary of Significant Accounting Policies (Continued)

      Cash and Cash Equivalents

      Cash and cash equivalents include cash on hand, money market instruments
      and other debt issues with a maturity of 90 days or less when purchased.

      Investments

      All of the Company's debt securities are classified as available for sale
      and carried at fair value. These securities are written down (as realized
      capital losses) for other than temporary declines in value. Unrealized
      capital gains and losses related to available for sale investments, other
      than amounts allocable to experience rated contractholders, are reflected
      in shareholder's equity, net of related taxes.

      Fair values for debt securities are based on quoted market prices or
      dealer quotations. Where quoted market prices or dealer quotations are not
      available, fair values are measured utilizing quoted market prices for
      similar securities or by using discounted cash flow methods. Cost for
      mortgage-backed securities is adjusted for unamortized premiums and
      discounts, which are amortized using the interest method over the
      estimated remaining term of the securities, adjusted for anticipated
      prepayments

      Purchases and sales of debt securities are recorded on the trade date.

      Deferred Policy Acquisition Costs

      Certain costs of acquiring insurance business have been deferred. These
      costs, all of which vary with and are primarily related to the production
      of new business, consist principally of commissions, certain expenses of
      underwriting and issuing contracts and certain agency expenses. Such costs
      are amortized in proportion to estimated gross profits and adjusted to
      reflect actual gross profits and are amortized over a period of up to
      twenty years.

      Deferred policy acquisition costs are written off to the extent that it is
      determined that future policy premiums and investment income or gross
      profits are not adequate to cover related losses and expenses.

                                       F-8

<PAGE>

                       AETNA INSURANCE COMPANY OF AMERICA
     (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                    Notes to Financial Statements (Continued)

1. Summary of Significant Accounting Policies (Continued)

      Reserves

      Policyholders' funds left with the Company include reserves for deferred
      annuity investment contracts. Reserves on such contracts are equal to
      cumulative deposits less charges and withdrawals plus credited interest
      thereon (rates range from 4.85% to 6.75%), net of adjustments for
      investment experience that the Company is entitled to reflect in future
      credited interest. Reserves on contracts subject to experience rating
      reflect the rights of contractholders, plan participants and the Company.

      Charges Assessed Against Policyholders and Other Income

      Charges assessed against policyholders' funds for surrender charges,
      actuarial margin and other fees are recorded as revenue when earned. Other
      amounts received for these contracts are reflected as deposits and are not
      recorded as revenue. Other income includes maintenance and surrender fees.

      Separate Accounts

      Assets held under variable annuity contracts are segregated in separate
      accounts and are invested, as designated by the contractholder, in shares
      of mutual funds that are managed by Aeltus or other selected mutual funds
      not managed by Aeltus.

      Separate accounts assets and liabilities are carried at fair value except
      for those relating to a guaranteed interest option. Since the Company
      bears the investment risk where the contract is held to maturity, the
      assets of the separate account supporting the guaranteed interest option
      are carried at an amortized cost of $82.5 million for 1996 (fair value of
      $82.9 million) and $10.1 million for 1995 (fair value $9.3 million).
      Reserves relating to the guaranteed interest option are maintained at fund
      value and reflect interest credited at rates ranging from 4.74% to 6.60%
      in 1996 and 4.65% to 6.0% in 1995. Separate accounts assets and
      liabilities are shown as separate captions in the Balance Sheets.
      Deposits, investment income and net realized and unrealized capital gains
      and losses of the non-guaranteed separate accounts are not reflected in
      the Statements of Income (with the exception of realized capital gains and
      losses on the sale of assets supporting the guaranteed interest option).
      The Statements of Cash Flows do not reflect investment activity of the
      separate accounts.

                                       F-9

<PAGE>

                       AETNA INSURANCE COMPANY OF AMERICA
     (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                    Notes to Financial Statements (Continued)

1. Summary of Significant Accounting Policies (Continued)

      Income Taxes

      The Company is included in the consolidated federal income tax return of
      Aetna. The Company is taxed at regular corporate rates after adjusting
      income reported for financial statement purposes for certain items.
      Deferred income tax expenses/benefits result from changes during the year
      in cumulative temporary differences between the tax basis and book basis
      of assets and liabilities.

2. Investments

      Debt securities available for sale as of December 31, 1996 were as
      follows:
<TABLE>
<CAPTION>
                                                              Gross        Gross
                                               Amortized    Unrealized   Unrealized     Fair
                                                  Cost        Gains        Losses       Value
                                                  ----        -----        ------       -----
                                                                  (thousands)
<S>                                            <C>             <C>          <C>       <C>   
U.S. government and government agencies and
authorities                                    $ 8,111.1       $140.0       $  1.1    $ 8,250.0

U.S. corporate securities:
     Financial                                   7,375.4         --           59.2      7,316.2
     Healthcare & consumer products              2,506.2         --            4.1      2,502.1
     Natural resources                           1,250.0          0.8         --        1,250.8
                                               ---------    ---------    ---------    ---------
  Total U.S. corporate securities               11,131.6          0.8         63.3     11,069.1

Foreign securities                               2,032.3         --           46.0      1,986.3

Commercial/multifamily mortgage-backed
securities                                       2,480.9          3.5         --        2,484.4

Other asset-backed securities                      980.9         --            0.4        980.5
                                               ---------    ---------    ---------    ---------

Total Debt Securities                          $24,736.8       $144.3       $110.8    $24,770.3
                                               =========    =========    =========    =========

</TABLE>


                                      F-10
<PAGE>

                       AETNA INSURANCE COMPANY OF AMERICA
     (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                    Notes to Financial Statements (Continued)

2. Investments (Continued)

      Debt securities available for sale as of December 31, 1995 were as
      follows:
<TABLE>
<CAPTION>
                                                         Gross       Gross
                                           Amortized   Unrealized  Unrealized   Fair
                                              Cost       Gains       Losses     Value
                                              ----       -----       ------     -----
                                                             (thousands)
<S>                                        <C>         <C>         <C>         <C>     
U.S. government and government agencies
and authorities                            $7,953.0    $  237.4    $    3.0    $8,187.4
                                           ========    ========    ========    ========
</TABLE>

      At December 31, 1996 net unrealized appreciation of $33.5 thousand on
      available for sale debt securities included unrealized losses of $105.4
      thousand related to experience rated contracts, which were not reflected
      in shareholder's equity but in Policyholders' funds left with the Company.

      The amortized cost and fair value of debt securities for the year ended
      December 31, 1996 are shown below by contractual maturity. Actual
      maturities may differ from contractual maturities because securities may
      be restructured, called or prepaid.

                                                    Amortized        Fair
                                                      Cost           Value
                                                      ----           -----
                                                           (thousands)

      Due to mature:
           One year or less                         $ 1,477.5    $ 1,480.6
           After one year through five years         10,785.5     10,907.8
           After five years through ten years         7,998.6      7,936.0
           After ten years                            1,013.4        981.0
           Mortgage-backed securities                 2,480.9      2,484.4
           Other asset-backed securities                980.9        980.5
                                                    ---------    ---------

           Total                                    $24,736.8    $24,770.3
                                                    =========    =========

      The Company engages in securities lending whereby certain securities from
      its portfolio are loaned to other institutions for short periods of time.
      Collateral, primarily cash, which is in excess of the market value of the
      loaned securities, is deposited by the borrower with a lending agent, and
      retained and invested by the lending agent to generate additional income
      for the Company. The market value of the loaned securities is monitored on
      a daily basis with additional collateral obtained or refunded as the
      market value fluctuates. At December 31, 1996 and 1995, the Company had no
      securities out on loan.

                                      F-11
<PAGE>

                       AETNA INSURANCE COMPANY OF AMERICA
     (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                    Notes to Financial Statements (Continued)

2. Investments (Continued)

      At December 31, 1996 and 1995, debt securities carried at $4.7 million and
      $4.4 million, respectively, were on deposit as required by various state
      regulatory agencies.

      The Company does not have any investments in a single issuer, other than
      obligations of the U.S. government, with a carrying value in excess of 10%
      of the Company's shareholder's equity at December 31, 1996.



                                      F-12
<PAGE>

                       AETNA INSURANCE COMPANY OF AMERICA
     (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                    Notes to Financial Statements (Continued)

3. Financial Instruments

      Estimated Fair Value

      The carrying values and estimated fair values of the Company's financial
      instruments at December 31, 1996 and 1995 were as follows:
<TABLE>
<CAPTION>

                                                   1996                      1995
                                          --------------------      -------------------
                                          Carrying       Fair       Carrying      Fair
                                            Value        Value        Value       Value
                                            -----        -----        -----       -----
                                               (thousands)               (thousands)
<S>                                       <C>          <C>          <C>          <C>    
      Liabilities:
      Investment contract liabilities:
           Without a fixed maturity       $64,445.4    $59,401.6    $    --      $    --
</TABLE>

      Fair value estimates are made at a specific point in time, based on
      available market information and judgments about the financial instrument,
      such as estimates of timing and amount of future cash flows. Such
      estimates do not reflect any premium or discount that could result from
      offering for sale at one time the Company's entire holdings of a
      particular financial instrument, nor do they consider the tax impact of
      the realization of unrealized gains or losses. In many cases, the fair
      value estimates cannot be substantiated by comparison to independent
      markets, nor can the disclosed value be realized in immediate settlement
      of the instrument. In evaluating the Company's management of interest
      rate, price and liquidity risks, the fair values of all assets and
      liabilities should be taken into consideration, not only those presented
      above.

      The following valuation methods and assumptions were used by the Company
      in estimating the fair value of the above financial instruments:

      Investment contract liabilities (included in policyholders' funds left
      with the Company) without a fixed maturity:

      Fair value is estimated as the amount payable to the contractholder upon
      demand. However, the Company has the right under such contracts to delay
      payment of withdrawals which may ultimately result in paying an amount
      different than that determined to be payable on demand.

      Off-Balance-Sheet and Other Financial Instruments

      The Company did not have transactions in off-balance sheet instruments in
      1996 or 1995.

                                      F-13

<PAGE>


                       AETNA INSURANCE COMPANY OF AMERICA
    (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                    Notes to Financial Statements (Continued)

4. Net Investment Income

      Sources of net investment income were as follows:

                                            1996        1995        1994
                                            ----        ----        ----
                                                    (thousands)

      Debt securities                     $  547.6    $  457.5    $  414.1
      Cash equivalents                     1,041.6       261.1       205.2
      Other                                   --           2.4        --
                                          --------    --------    --------

      Gross investment income              1,589.2       721.0       619.3
      Less investment expenses                32.3        --          --
                                          --------    --------    --------
      Net investment income               $1,556.9    $  721.0    $  619.3
                                          ========    ========    ========

      Net investment income includes amounts allocable to experience rated
      contractholders of $855.2 thousand for the year ended December 31, 1996.
      There were no experience rated contractholders in 1995 and 1994. Interest
      credited to contractholders is included in current and future benefits.

5. Capital Gains and Losses

      Realized capital gains or losses are the difference between the carrying
      value and sale proceeds of specific investments sold.

      Net realized capital gains (losses) on debt securities, as reflected in
      the Statements of Income for the years ended December 31, 1996 and 1995,
      were $(11.2) thousand and $8.3 thousand, respectively. For the year ended
      December 31, 1994 there was no realized capital gains or losses.

      Proceeds from the sale of available for sale debt securities and the
      related gross gains and losses were as follows:

                                            1996        1995        1994
                                            ----        ----        ----
                                                     (thousands)

      Proceeds on sales                   $2,510.0    $3,000.0    $   --
           Gross gains                        12.7         8.3        --
           Gross losses                       23.9        --          --

                                      F-14

<PAGE>

                       AETNA INSURANCE COMPANY OF AMERICA
     (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                    Notes to Financial Statements (Continued)

5. Capital Gains and Losses on Investment Operations (Continued)

      Changes in shareholder's equity related to changes in unrealized capital
      gains (losses), (excluding those related to experience rated
      contractholders in 1996), were as follows:
<TABLE>
<CAPTION>
                                                          1996       1995      1994
                                                          ----       ----      ----
                                                                  (thousands)
<S>                                                      <C>        <C>       <C>     
      Debt securities                                    $(95.5)    $371.8    $(257.5)

      Deferred income taxes (See Note 6)                  (33.4)      82.0      --
                                                         ------     ------    -------

      Net change in unrealized capital gains (losses)    $(62.1)    $289.8    $(257.5)
                                                         ======     ======    =======
</TABLE>

      Net unrealized capital losses allocable to experience rated contracts of
      $105.4 thousand at December 31, 1996 are reflected on the Balance Sheets
      in policyholders' funds left with the Company and are not included in
      shareholder's equity.

      Shareholder's equity included the following unrealized capital gains
      (losses), which are net of amounts allocable to experience rated
      contractholders in 1996, at December 31:

                                                   1996       1995       1994
                                                   ----       ----       ----
                                   (thousands)
      Debt securities

           Gross unrealized gains                 $140.0     $237.4    $   4.2
           Gross unrealized losses                  (1.1)      (3.0)    (141.6)
                                                  ------     ------     ------
                                                   138.9      234.4     (137.4)
      Deferred federal income taxes (see Note 6)    48.6       82.0       --
                                                  ------     ------     ------

      Net unrealized capital gains (losses)       $ 90.3     $152.4    $(137.4)
                                                  ======     ======     ======

                                      F-15

<PAGE>

                       AETNA INSURANCE COMPANY OF AMERICA
     (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                    Notes to Financial Statements (Continued)

6. Income Taxes

      The Company is included in the consolidated federal income tax return of
      Aetna and combined Connecticut state income tax return of Aetna. Aetna
      allocates to each member an amount approximating the tax it would have
      incurred were it not a member of the consolidated group, and credits the
      member for the use of its tax saving attributes used in the consolidated
      returns.

      Income taxes for the years ended December 31, consist of:

                                                   1996       1995       1994
                                                   ----       ----       ----
                                   (thousands)
      Current taxes (benefits):
      Income taxes:
           Federal                                $ 98.8     $635.2     $188.1
           State                                   (58.4)     123.4       (2.6)
           Net realized capital gains (losses)      (3.9)       2.9       --
                                                 -------     ------     ------
                                                    36.5      761.5      185.5
                                                 -------     ------     ------
      Deferred tax benefits:
           Federal                                (759.9)    (549.2)      (0.4)
                                                 -------     ------     ------

           Total                                 $(723.4)    $212.3     $185.1
                                                 =======     ======     ======

      Income taxes were different from the amount computed by applying the
      federal income tax rate to income before income taxes for the following
      reasons:
<TABLE>
<CAPTION>
                                                          1996         1995          1994
                                                          ----         ----          ----
                                                                    (thousands)
<S>                                                    <C>           <C>           <C>     
           Income (loss) before income taxes           $(1,419.2)    $  380.2      $  533.7
           Tax rate                                          35%           35%           35%
                                                       --------      --------      --------
           Application of the tax rate                   (496.7)        133.1         186.8
                  
      Tax effect of:
           State income tax, net of federal benefit       (37.9)         80.2          (1.7)
           Excludable dividends                          (182.0)         --            --
           Other, net                                      (6.8)         (1.0)         --
                                                       --------      --------      --------
              
             Income taxes (benefit)                    $ (723.4)     $  212.3      $  185.1
                                                       ========      ========      ========
</TABLE>

                                      F-16

<PAGE>

                       AETNA INSURANCE COMPANY OF AMERICA
    (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                    Notes to Financial Statements (Continued)

6. Income Taxes (Continued)

      The tax effects of temporary differences that give rise to deferred tax
      assets and deferred tax liabilities at December 31 are presented below:

                                                            1996        1995
                                                            ----        ----
                                                              (thousands)

      Deferred tax assets:
           Insurance reserves                             $6,932.6    $1,054.6
           Postretirement benefits other than pensions        41.7        --
           Pension                                            52.6        --
           Other                                               9.2         0.2
                                                          --------    --------
      Total gross assets                                   7,036.1     1,054.8

      Deferred tax liabilities:
           Deferred policy acquisition costs               5,697.5       496.4
           Net unrealized capital gains                       48.6        82.0
           Other                                               0.3         8.8
                                                          --------    --------
      Total gross liabilities                              5,746.4       587.2
                                                          --------    --------
           Net deferred tax asset                         $1,289.7    $  467.6
                                                          ========    ========

      Net unrealized capital gains and losses are presented in shareholder's
      equity net of deferred taxes. Valuation allowances are provided when it is
      not considered more likely than not that deferred tax assets will be
      realized. As of December 31, 1996 and 1995, no valuation allowances were
      required for unrealized capital gains and losses.

      The Internal Revenue Service ("Service") has completed examinations of the
      consolidated federal income tax returns of Aetna through 1990. Discussions
      are being held with the Service with respect to proposed adjustments.
      Management believes there are adequate defenses against, or sufficient
      reserves to provide for, any such adjustments. The Service has commenced
      its examinations for the years 1991 through 1994.

                                      F-17

<PAGE>

                       AETNA INSURANCE COMPANY OF AMERICA
     (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                    Notes to Financial Statements (Continued)

7. Benefit Plans

      The Company utilizes the employees of Aetna and its affiliates (primarily
      ALIAC). The benefit plan charges allocated to the Company in 1996 and 1995
      were immaterial. There were no charges to the Company in 1994.

      As of December 31, 1996, Aetna transferred to the Company approximately
      $84.0 thousand of accrued liabilities, primarily related to the allocation
      of ALIAC pension and postretirement benefit plans that had been previously
      recorded by Aetna. The after tax amount of this transfer (approximately
      $55.0 thousand) is reported as a reduction in retained earnings.

8. Dividend Restrictions and Shareholder's Equity

      The amount of dividends that may be paid to the shareholder in 1997
      without prior approval by the Insurance Commissioner of the State of
      Connecticut is $2.1 million.

      The Insurance Department of the State of Connecticut (the "Department")
      recognizes as net income and shareholder's capital and surplus those
      amounts determined in conformity with statutory accounting practices
      prescribed or permitted by the Department, which differ in certain
      respects from generally accepted accounting principles ("GAAP"). Statutory
      net income (loss) was $(7.9) million, $378.9 thousand and $348.1 thousand
      for the years ended December 31, 1996, 1995 and 1994, respectively.
      Statutory capital and surplus was $23.5 million and $12.1 million as of
      December 31, 1996 and 1995, respectively.

      As of December 31, 1996 the Company does not utilize any statutory
      accounting practices which are not prescribed by state regulatory
      authorities that, individually or in the aggregate, materially affect
      statutory capital and surplus.

9. Related Party Transactions

      Substantially all of the administrative and support functions of the
      Company are provided by Aetna and its affiliates. The financial statements
      reflect allocated charges, at cost, for these services based upon measures
      appropriate for the type and nature of service provided. Total charges
      allocated to the Company, including rent, salaries and other
      administrative expenses, were $4,716.5 thousand (of which $2,728 thousand
      was capitalized as deferred policy acquisition costs) and $350.0 thousand
      for the years ended December 31, 1996 and 1995, respectively. There were
      no charges in 1994.

                                      F-18

<PAGE>

                       AETNA INSURANCE COMPANY OF AMERICA
     (A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)

                    Notes to Financial Statements (continued)

9. Related Party Transactions (Continued)

      The Company is compensated by the separate accounts for bearing mortality
      and expense risks pertaining to variable annuity contracts. Under the
      insurance contracts, the separate accounts pay the Company a daily fee
      which, on an annual basis, is 1.40% of their average daily net assets. The
      amount of compensation and fees received from the separate accounts,
      included in Charges Assessed Against Policyholders, amounted to $1,293
      thousand and $132.7 thousand for the years ended December 31, 1996 and
      1995, respectively. There were no charges assessed against policyholders
      for the year ended December 31, 1994.

      The Company received a capital contribution of $20.0 million in cash from
      ALIAC in 1996. The Company received no capital contributions in 1995 and
      1994.

      Aeltus Investment Management, Inc. ("Aeltus"), a wholly owned subsidiary
      of HOLDCO, was named the subadviser of all of the Company's affiliated
      mutual funds and general account investments effective August 1, 1996 when
      ALIAC combined its investment management operations into those of Aeltus.

      The Company pays Aeltus a fee which, on an annual basis, is .06% of the
      average daily net assets under management. The amount of such fees for the
      year ended December 31, 1996 amounted to $32.4 thousand.

10. Commitments and Contingent Liabilities

      Commitments

      At December 31, 1996 and 1995 the Company had no commitments or contingent
      liabilities.

      Litigation

      The Company is not currently involved in litigation.

                                      F-19

<PAGE>


Form No. SAI.80750-97                                         AICA Ed. May 1997


<PAGE>

                           VARIABLE ANNUITY ACCOUNT I
                           PART C - OTHER INFORMATION

Item 24. Financial Statements and Exhibits
  (a) Financial Statements:
      (1)      Included in Part A:
               Condensed Financial Information
      (2)      Included in Part B:
               Financial Statements of Variable Annuity Account I:
               -   Statement of Assets and Liabilities as of December 31, 1996
               -   Statements of Operations and Changes in Net Assets for the
                   year ended December 31, 1996 and the period from June 28,
                   1995 to December 31, 1995
               -   Notes to Financial Statements
               -   Independent Auditors' Report
               Financial Statements of Depositor:
               -   Independent Auditors' Report
               -   Statements of Income for the years ended December 31, 1996, 
                   1995 and 1994
               -   Balance Sheets for the years ended December 31, 1996 and 1995
               -   Statements of Changes in Shareholder's Equity for the years 
                   ended December 31, 1996, 1995 and 1994
               -   Statements of Cash Flows for the years ended December 31, 
                   1996, 1995 and 1994
               -   Notes to Financial Statements
                       
  (b) Exhibits
      (1)      Resolution of the Board of Directors of Aetna Insurance Company 
               of America establishing Variable Annuity Account I(1)
      (2)      Not applicable
      (3.1)    Form of Selling Agreement(1)
      (3.2)    Principal Underwriting Agreement(2)
      (3.3)    Amendment to Principal Underwriting Agreement(2)
      (4.1)    Form of Variable Annuity Contracts including endorsements:
               (G-CDA-GP2, I-CDA-GP2, C-GP2QEND, GP2QEND, and GP2NHEND)(3)
      (4.2)    Form of Group Variable, Fixed, or Combination Annuity Contract
               (Nonparticipating) (G-GP2(5/96)).
      (4.3)    Form of Individual Variable, Fixed or Combination Annuity 
               Contract (Nonparticipating) (I-GP2(5/96))
      (4.4)    Form of Certificate of Group Annuity Coverage (GP2CERT(5/97))
      (4.5)    Form of Endorsement (GP2END(5/97)) to Contract (G-GP2(5/96))
      (4.6)    Form of Endorsement (I-GP2END(5/97)) to Contract I-GP2(5/96)
      (5)      Form of Application for Aetna Growth Plus Group Variable, Fixed 
               or Combination Annuity Contract (Nonparticipating)(4)
      (6)      Certification of Incorporation and By-Laws of Depositor(1)
      (7)      Form of Reinsurance Agreement(4)
      (8)      Fund Participation Agreement between Insurance Management 
               Series, Federated Advisors and Aetna Insurance Company of 
               America(5)
      (9)      Opinion of Counsel(6)
      (10.1)   Consent of Independent Auditors
      (10.2)   Consent of Counsel
      (11)     Not applicable
      (12)     Not applicable
      (13)     Schedule for Computation of Performance Data(7)
      (14)     Not applicable
      (15.1)   Powers of Attorney(8)
      (15.2)   Authorization for Signatures(1)
      (27)     Financial Data Schedule

1. Incorporated by reference to Registration Statement on Form N-4 (File No.
   33-59749), as filed electronically on June 1, 1995.
2. Incorporated by reference to Registration Statement on Form S-1 (File No.
   333-22723), as filed electronically on March 4, 1997.
3. Incorporated by reference to Registration Statement on Form N-4 (File No.
   33-80750), as filed on June 23, 1994.
4. Incorporated by reference to Post-Effective Amendment No. 3 to Registration
   Statement on Form N-4 (File No. 33-80750), as filed electronically on August
   15, 1995.
5. Incorporated by reference to Post-Effective Amendment No. 4 to Registration
   Statement on Form N-4 (File No. 33-59749), as filed electronically on 
   April 16, 1997.
6. Incorporated by reference to Registrant's Rule 24f-2 Notice for the fiscal
   year ended December 31, 1996, as filed electronically on February 28, 1997.
7. Incorporated by reference to Post-Effective Amendment No. 2 to Registration
   Statement on Form N-4 (File No. 33-80750), as filed on April 27, 1995.
8. Incorporated by reference to Post-Effective Amendment No. 1 to Registration
   Statement on Form S-2 (File No. 333-22723), as filed electronically on April
   4, 1997.

<PAGE>

Item 25.  Directors and Officers of the Depositor

Name and Principal
Business Address*          Positions and Offices with Depositor

Daniel P. Kearney          Director and President

Deborah Koltenuk           Director, Vice President and Treasurer, Corporate
                           Controller

Laura R. Estes             Director and Senior Vice President

James J. Mallozzi          Director and Vice President

Maria F. McKeon            Corporate Secretary and Counsel

Alastair G. Longley-Cook   Vice President and Corporate Actuary

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

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

     Incorporated herein by references to Item 26 of Post-Effective Amendment 
No. 2 to the Registration Statement on Form N-4 (File No. 33-61897), as filed 
electronically on April 11, 1997.

Item 27.  Number of Contract Owners

     As of February 28, 1997, there were 8,061 individuals holding interests in
variable annuity contracts funded through Variable Annuity Account I.

Item 28.  Indemnification

     Reference is hereby made to Section 33-771(f) of the Connecticut General
Statutes ("C.G.S.") regarding indemnification of directors and Section 33-776(4)
regarding indemnification of officers, employees and agents of Connecticut
corporations. These statutes provide in general that Connecticut corporations
incorporated prior to January 1, 1997 shall indemnify their officers, directors,
employees and agents against "liability" (defined as the obligation to pay a
judgment, settlement, penalty, fine, excise tax in the case of an employee
benefit plan or reasonable expenses incurred with respect to a proceeding). In
the case of a proceeding by or in the right of the corporation, indemnification
is limited to reasonable expenses incurred in connection with the proceeding
against the corporation to which the individual was named a party. The
corporation's obligation to provide such indemnification does not apply unless
(1) the individual has met the standard of conduct set forth in Section 33-771;
and (2) a 


<PAGE>

determination is made (by majority vote of a quorum of the board of directors
who were not parties to the proceeding, or if a quorum cannot be obtained, by a
committee of the board selected as described in Section 33-775(b)(2); by special
legal counsel selected by the board of directors or members thereof as described
in Section 33-775(b)(3); by shareholders) that the individual met the standard
set forth in Section 33-771; or (3) the court, upon application by the
individual, determines in view of all the circumstances that such person is
reasonably entitled to be indemnified. Also, unless limited by its Certificate
of Incorporation, a corporation must indemnify an individual who was wholly
successful on the merits or otherwise against reasonable expenses incurred by
him in connection with a proceeding to which he was a party because of his
relationship as director, officer, employee or agent of the corporation.

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

Item 29.  Principal Underwriters

     (a) In addition to serving as the principal underwriter for the Registrant,
         Aetna Life Insurance and Annuity Company (Aetna) also acts as the
         principal underwriter and investment adviser for Aetna Variable Encore
         Fund, Aetna Variable Fund, Aetna Series Fund, Inc., Aetna Generation
         Portfolios, Inc., Aetna Income Shares, Aetna Investment Advisers Fund,
         Inc., Aetna GET Fund and Aetna Variable Portfolios, Inc. (all
         management investment companies registered under the Investment Company
         Act of 1940 (1940 Act)). Additionally, Aetna also acts as the principal
         underwriter and depositor for Variable Life Account B of Aetna,
         Variable Annuity Account B of Aetna, Variable Annuity Account C of
         Aetna and Variable Annuity Account G of Aetna (separate accounts of
         Aetna registered as unit investment trusts under the 1940 Act).

     (b) Directors and Officers of the Underwriter

Name and Principal
Business Address*            Positions and Offices with Underwriter
- -------------------------------------------------------------------------------
Daniel P. Kearney            Director and President

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

Christopher J. Burns         Director and Senior Vice President

Laura R. Estes               Director and Senior Vice President

J. Scott Fox                 Director and Senior Vice President

<PAGE>


Name and Principal
Business Address*            Positions and Offices with Underwriter
- -------------------------------------------------------------------------------
Gail P. Johnson              Director and Vice President

John Y. Kim                  Director and Senior Vice President

Shaun P. Mathews             Director and Vice President

Glen Salow                   Director and Vice President

Creed R. Terry               Director and Vice President

Deborah Koltenuk             Vice President and Treasurer, Corporate Controller

Frederick D. Kelsven         Vice President and Chief Compliance Officer

Kirk P. Wickman              Vice President, General Counsel and Secretary

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

     (c) Not applicable

Item 30.  Location of Accounts and Records

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

                      Aetna Insurance Company of America
                      151 Farmington Avenue
                      Hartford, Connecticut  06156

Item 31.  Management Services

     Not applicable

Item 32.  Undertakings

     Registrant hereby undertakes:

     (a) to file a post-effective amendment to this registration statement on
         Form N-4 as frequently as is necessary to ensure that the audited
         financial statements in the registration 

<PAGE>


         statement are never more than sixteen months old for as long as 
         payments under the variable annuity contracts may be accepted;

     (b) to include as part of any application to purchase a contract offered by
         a prospectus which is part of this registration statement on Form N-4,
         a space that an applicant can check to request a Statement of
         Additional Information; and

     (c) to deliver any Statement of Additional Information and any financial
         statements required to be made available under this Form N-4 promptly
         upon written or oral request.

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

     (e) Aetna Insurance Company of America represents that the fees and charges
         deducted under the contracts covered by this registration statement, in
         the aggregate, are reasonable in relation to the services rendered, the
         expenses expected to be incurred, and the risks assumed by the
         insurance company.

<PAGE>

                                   SIGNATURES

       As required by the Securities Act of 1933 and the Investment Company Act
of 1940, the Registrant, Variable Annuity Account I of Aetna Insurance Company
of America, certifies that it meets the requirements of Securities Act Rule
485(b) for effectiveness of this Post-Effective Amendment No. 8 to its
Registration Statement on Form N-4 (File No. 33-80750) and has duly caused this
Post-Effective Amendment No. 8 to Registration Statement on Form N-4 (File No.
33-80750) to be signed on its behalf in the City of Hartford, and State of
Connecticut, on the 23rd day of April, 1997.

                                        VARIABLE ANNUITY ACCOUNT I OF AETNA 
                                        INSURANCE COMPANY OF AMERICA
                                          (Registrant)

                                        By: AETNA INSURANCE COMPANY OF AMERICA
                                                 (Depositor)

                                        By: Daniel P. Kearney*
                                            ----------------------------------
                                            Daniel P. Kearney
                                            President

       As required by the Securities Act of 1933, this Post-Effective Amendment
No. 8 to Registration Statement on Form N-4 (File No. 33-80750) has been signed
by the following persons in the capacities and on the dates indicated.

Signature             Title                                         Date

Daniel P. Kearney*    Director and President                    )
- --------------------  (principal executive officer) 
Daniel P. Kearney                                               )
                                                                )
                      Director, Vice President and              )
Deborah Koltenuk*     Treasurer, Corporate Controller           )
- --------------------  (principal accounting and 
Deborah Koltenuk      financial officer)                        )   April
                                                                )   23, 1997
Laura R. Estes*       Director                                  )
- --------------------
Laura R. Estes                                                  )
                                                                )
James J. Mallozzi*    Director                                  )
- --------------------
James J. Mallozzi                                               )

By:/s/Julie E. Rockmore
   --------------------
      Julie E. Rockmore
     *Attorney-in-Fact


<PAGE>

                           VARIABLE ANNUITY ACCOUNT I
                                  EXHIBIT INDEX

Exhibit No.  Exhibit                                                     Page

99-B.1       Resolution of the Board of Directors of Aetna Insurance 
             Company of America establishing Variable Annuity Account I    *
             

99-B.3.1     Form of Selling Agreement                                     *


99-B.3.2     Principal Underwriting Agreement                              *

99-B.3.3     Amendment to Principal Underwriting Agreement                 *

99-B.4.1     Form of Variable Annuity Contracts including endorsements:    *
             (G-CDA-GP2, I-CDA-GP2-C, GP2QEND, GP2QEND and GP2NHEND)

99-B.4.2     Form of Group Variable, Fixed, or Combination Annuity        ----
             Contract (Nonparticipating) (G-GP2(5/96))

99-B.4.3     Form of Individual Variable, Fixed or Combination Annuity    ----
             Contract (Nonparticipating) (I-GP2(5/96))

99-B.4.4     Form of Certificate of Group Annuity Coverage                ----
             (GP2CERT(5/97))

99-B.4.5     Form of Endorsement (GP2END(5/97)) to Contract               ----
             (G-GP2(5/96))

99-B.4.6     Form of Endorsement (I-GP2END(5/97)) to Contract             ----
             I-GP2(5/96)

99-B.5       Form of Application for Aetna Growth Plus Group Variable,     *
             Fixed or Combination Annuity Contract (Nonparticipating)

99-B.6       Certification of Incorporation and By-Laws of Depositor       *

99-B.7       Form of Reinsurance Agreement                                 *

99-B.8       Fund Participation Agreement between Insurance Management     *
             Series, Federated Advisors and Aetna Insurance Company 
             of America

99-B.9       Opinion of Counsel                                            *

99-B.10.1    Consent of Independent Auditors
                                                                          ----

99-B.10.2    Consent of Counsel
                                                                          ----

99-B.13      Schedule for Computation of Performance Data                  *

99-B.15.1    Powers of Attorney                                            *

99-B.15.2    Authorization for Signatures                                  *

27           Financial Data Schedule
                                                                          ----

*Incorporated by reference




                         ------------------------------------------------------
                         Aetna Insurance Company of America
                         Home Office: 151 Farmington Avenue
                         P.O. Box 30670
                         Hartford, Connecticut 06150-0670
                         (800) 531-4547

                         You may call the toll-free number shown above 
                         for answers to questions or to resolve a complaint

Group Variable, Fixed or Combination Annuity Contract (Nonparticipating)

Aetna Insurance Company of America (We or Us), a stock company, agrees to pay
benefits according to the terms and conditions set forth in this Contract.

Specifications
- --------------------------------------------------------------------------------
Plan
SPECIMEN
- --------------------------------------------------------------------------------
Type of Plan
SPECIMEN
- --------------------------------------------------------------------------------
Contract Holder
SPECIMEN
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Contract Number
SPECIMEN
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Effective Date
SPECIMEN

This Contract is delivered in YOUR STATE and is subject to the laws and
regulations of that state.

The variable features of the Group Contract are described in sections 6 and 12.



Right to Cancel
- --------------------------------------------------------------------------------
The Group Contract Holder may cancel this Contract within ten (10) days of
receiving it by returning it to Us at the address above or to the person from
whom it was purchased. Within seven (7) days of the cancellation request, We
will return the Certificate Holder's Purchase Payment(s) made plus any increase,
or minus any decrease, on the amount allocated to the Separate Account.

Signed at the home office on the Effective Date.


         /s/ Dan Kearney                  /s/ Maria F. McKeon
            President                            Secretary



<PAGE>



ALL PAYMENTS AND VALUES PROVIDED BY THE GROUP CONTRACT, WHEN BASED ON INVESTMENT
EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT. THIS CONTRACT CONTAINS A MARKET VALUE ADJUSTMENT FORMULA.
APPLICATION OF A MARKET VALUE ADJUSTMENT MAY RESULT IN EITHER AN INCREASE OR
DECREASE IN THE CURRENT VALUE. THE MARKET VALUE ADJUSTMENT FORMULA DOES NOT
APPLY TO A GUARANTEED TERM AT THE TIME OF ITS MATURITY.


                                       2
<PAGE>



Table of Contents

<TABLE>
<CAPTION>
                                                                                                                             Page
<S>                                                                                                                            <C>
Right to Cancel.................................................................................................................1

Contract Schedule...............................................................................................................5
     Separate Account...........................................................................................................5
     AICA Guaranteed Account (AG Account).......................................................................................5
     Separate Account and AG Account............................................................................................5
     Fixed Annuity..............................................................................................................6

Section 1.  Definitions.........................................................................................................7

Section 2.  General Provisions..................................................................................................9
     The Contract...............................................................................................................9
     Certificates...............................................................................................................9
     Nonparticipating Contract..................................................................................................9
     Misstatements and Adjustments..............................................................................................9
     Reports....................................................................................................................9
     Premium Taxes..............................................................................................................9
     Protection of Proceeds.....................................................................................................9
     Evidence of Survival.......................................................................................................9
     Proof of Age...............................................................................................................9
     Change of Contract.........................................................................................................9

Section 3.  Ownership..........................................................................................................10
     Group Contract Holder.....................................................................................................10
     Certificate Holder Rights.................................................................................................10
     Transfer of Ownership.....................................................................................................10

Section 4.  Beneficiary Provisions.............................................................................................11
     Beneficiary...............................................................................................................11
     Change of Beneficiary.....................................................................................................11
     Death of Beneficiary......................................................................................................11

Section 5.  Purchase Payments..................................................................................................11
     Purchase Payments.........................................................................................................11
     Allocation of Purchase Payments...........................................................................................11

Section 6.  Separate Account...................................................................................................12
     General...................................................................................................................12
     Investment Allocations to the Separate Account............................................................................12
     Valuation of Assets.......................................................................................................12
     Accumulation Unit.........................................................................................................12
     Net Return Factor for Each Valuation Period...............................................................................12
     Administrative Charge.....................................................................................................13
     Mortality Risk Charge.....................................................................................................13
     Expense Risk Charge.......................................................................................................13
     Mortality and Expense Guarantee...........................................................................................13

                                       3
<PAGE>

Section 7.  AG Account.........................................................................................................13
     AG Account Guaranteed Interest Rate.......................................................................................13
     Deposit Period............................................................................................................13
     Guaranteed Term...........................................................................................................13
     Guaranteed Term(s) Groups.................................................................................................13
     Maturity Date.............................................................................................................13
     Allocation of Net Purchase Payments to the AG Guaranteed Account..........................................................14
     AG Account Guaranteed Term Maturity Date and Maturity Value...............................................................14
     Withdrawals from the AG Account...........................................................................................14
     Reinvestment..............................................................................................................15
     AG Account Market Value Adjustment (Factor)...............................................................................15

Section 8. Certificate Holder's Account Value; Transfers and Withdrawals
     During the Accumulation Period............................................................................................16
     Certificate Holder's Account Value........................................................................................16
     Transfers During the Accumulation Period..................................................................................16
     Withdrawals During the Accumulation Period................................................................................16
     Deferred Sales Charge.....................................................................................................17
     Waiver of Deferred Sales Charge...........................................................................................17
     Payment of Adjusted Certificate Holder Account Value......................................................................17
     Systematic Withdrawal Option (SWO)........................................................................................17

Section 9.  Maintenance Charge.................................................................................................18
     Maintenance Charge........................................................................................................18

Section 10.  Proceeds Payable on Death.........................................................................................18
     Death of the Certificate Holder Prior to the Annuity Date.................................................................19
     Death Benefit Amount Prior to the Annuity Date............................................................................19
     Death Benefit Payment Methods.............................................................................................20
     Death of Certificate Holder On or After the Annuity Date..................................................................21
     Death of the Annuitant....................................................................................................21

Section 11.  Delay of Payments.................................................................................................21
     Delay of Payments.........................................................................................................21

Section 12.  Annuity Provisions................................................................................................22
     Designation of Annuitant..................................................................................................22
     Terms of Annuity Options..................................................................................................22
     Annuity Unit..............................................................................................................23
     Annuity Unit Value........................................................................................................23
     Annuity Net Return Factor.................................................................................................24
     Annuity Options...........................................................................................................24
</TABLE>


                                       4
<PAGE>



Contract Schedule

<TABLE>
<CAPTION>
Separate Account
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Separate Account:                          Variable Account I
<S>                                        <C>
Charges to the Separate Account:           A daily charge is deducted from the assets of the Separate Account.  The deduction is
                                           the daily equivalent of the annual effective percentage shown below:

                                           (a)    During the Accumulation Period:

                                                  Administrative Charge                                       0.15%
                                                  Mortality Risk Charge                                       0.35%
                                                  Expense Risk Charge                                         0.90%
                                                  TOTAL Separate Account Charges During
                                                  Accumulation Period                                         1.40%

                                           (b)    During the Annuity Period

                                                  Administrative Charge Not To Exceed                         0.25%
                                                  Mortality Risk Charge                                       0.35%
                                                  Expense Risk Charge                                         0.90%
                                                  TOTAL Maximum Separate Account Charges
                                                  During Annuity Period                                       1.50%

AICA Guaranteed Account (AG Guaranteed Account)
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Minimum Guaranteed Interest Rate           3.0%
(effective annual rate of return):

Separate Account and AG Account
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Minimum Initial Purchase Payment:          $1,500

Minimum Subsequent Purchase Payment:       $500 or $50 per month if paid by an automatic check plan

Maximum Subsequent Purchase Payment:       $1,000,000 without home office approval

Transfers:                                 We allow an unlimited number of transfers during the Accumulation Period.  Twelve (12)
                                           transfers in any calendar year are free.  Thereafter, We reserve the right to charge a
                                           transfer charge up to $10 for each subsequent transfer.

Maintenance Charge:                        The annual maintenance charge is $30.  If the Certificate Holder's Account is $50,000
                                           or more on the date the maintenance charge is to be deducted, the maintenance charge
                                           is $0.

                                       5
<PAGE>

Deferred Sales Charge:                     For each withdrawal from a Certificate Holder's Account, a deferred sales charge for
                                           each Net Purchase Payment will be determined as follows:

                                           Years from Receipt of      Deferred
                                           Net Purchase Payment       Sales Charge

                                                   0-1                  7%
                                                   1-2                  6%
                                                   2-3                  5%
                                                   3-4                  4%
                                                   4-5                  3%
                                                   5-6                  2%
                                                   6-7                  1%
                                                   7+                   0%

Waiver of Deferred Sales Charge:           Section 8.05 provides for the following:

                                           (c)    At least 12 months after the date of the first Purchase Payment in an amount 
                                                  equal to or less than 15% of the Certificate Holder's Account Value.

                                           (d)    For a full withdrawal where the Certificate Holder's Account Value does not exceed
                                                  $2,500 and no withdrawals have been taken from the Certificate Holder's Account
                                                  within the prior 12 months.

Systematic Withdrawal Option:              (a)    Specified Payment - Maximum Percentage:                  10%

                                           (b)    Specified Period - Minimum Period:                       10 years

                                           (c)    Specified Percentage - Maximum Percentage:               10%

Death Benefit Factor:                      4%

Death Benefit Maximum Amount:              There is no maximum death benefit amount.

Death Benefit Maximum Age:                 85 years

Fund for Allocation of Excess              Federated Prime Money Fund II Death
Guaranteed Benefit Value:

Latest Annuity Date:                       The Certificate Holder's 90th birthday.

Fixed Annuity
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Minimum Guaranteed Interest Rate           3.0%
(effective annual rate of return):
</TABLE>


                                       6

<PAGE>

<TABLE>
<CAPTION>
Section 1.  Definitions
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<S>             <C>
1.01            Accumulation Period - The period during which one or more Net Purchase Payments applied to a Certificate Holder's
                Account accumulate to provide future Annuity payments.

1.02            Accumulation Unit - A measure of the net investment results for each variable investment option during the
                Accumulation Period.  The Accumulation Units for the applicable Funds are used to calculate the portion of a
                Certificate Holder's Account Value attributable to a Separate Account during the Accumulation Period.

1.03            Adjusted Certificate Holder Account Value - The Certificate Holder's Account Value, plus or minus any aggregate
                AG Account Market Value Adjustment.

1.04            AICA Guaranteed Account (AG Account) - An investment option where We guarantee specified rate(s) of interest for
                specified periods of time. The AG Account is a separate account established by Us in accordance with the provisions
                of the Connecticut General Statutes Section 38a-433. Certificate Holders do not participate in the investment gain
                or loss from the assets held in the AG Account. Assets in the AG Account may be charged with liabilities arising out
                of any other business We may conduct.

1.05            Annuitant - The natural person on whose life an Annuity payment is based.

1.06            Annuity - A series of payments We make for life, a definite period or a combination of the two.

1.07            Annuity Date - The date on which Annuity payments commence.

1.08            Annuity Options - Annuity payment methods available during the Annuity Period.

1.09            Annuity Period - The period of time during which Annuity payments are made.

1.10            Annuity Unit - A measure of the net investment results for each variable investment option during the Annuity
                Period.  Annuity Units are used to calculate the amount of each variable Annuity payment.

1.11            Beneficiary - The person(s) entitled to receive any death benefit under the Certificate Holder's Account. Upon the
                death of a joint Certificate Holder, the surviving joint Certificate Holder, if any, is treated as the Beneficiary.
                Any other Beneficiary designation on record with Us at the time of death is treated as a contingent Beneficiary.

1.12            Certificate - The document issued to a Certificate Holder to evidence a Certificate Holder's Account established
                under the group Contract.

1.13            Certificate Holder - A person who has established a Certificate Holder's Account under a group Contract. We reserve
                the right to limit ownership to natural persons. If more than one Certificate Holder owns an Account, each
                Certificate Holder shall be a joint Certificate Holder. Any joint Certificate Holder must be the spouse of the other
                joint Certificate Holder. Joint Certificate Holders have joint ownership rights and both must authorize any
                exercising of those ownership rights unless otherwise allowed by Us. If the Certificate Holder's Account is owned by
                a nonnatural person, the death benefit will be paid at the death of the Annuitant and a new Annuitant may not be
                named.


                                                                 7

<PAGE>

1.14            Certificate Holder's Account - A record We establish for each Certificate Holder to maintain values under a group
                Contract.

1.15            Certificate Holder's Account Value - The dollar value as of any Valuation Period of all amounts accumulated in a
                Certificate Holder's Account.

1.16            Contract - This agreement between the Group Contract Holder and Us.

1.17            Dollar Cost Averaging - A program that permits the Certificate Holder to systematically transfer amounts from any
                of the Funds and the one-year guaranteed term of the AG Account to any of the Funds.  Dollar Cost Averaging is
                not available if the Systematic Withdrawal Option is in effect.

1.18            Effective Date - The date a Certificate is issued to a Certificate Holder.

1.19            Fund - One of the variable investment options which may be selected by a Certificate Holder.

1.20            General Account - The General Account is made up of all of our general assets other than those allocated to the
                separate accounts.

1.21            Group Contract Holder - The entity to which a group Contract is issued.

1.22            Home Office - Our headquarters, located at 151 Farmington Avenue, Hartford, CT 06156.

1.23            Market Value Adjustment - An adjustment that may apply to a withdrawal made from the AG Account before the end of
                a guaranteed term as stated in Section 7.10.

1.24            Net Purchase Payment - The Purchase Payment less premium taxes, if applicable.

1.25            Purchase Payment - The gross payment accepted by Us and allocated to the Certificate Holder's Account. We reserve
                the right to refuse to accept any Purchase Payment at any time for any reason.

1.26            Separate Account - A separate account that buys and holds shares of the Fund(s). Income, gains or losses, realized
                or unrealized, are credited or charged to the Separate Account without regard to Our other income, gains or losses.
                We own the assets held in the Separate Account and are not a trustee as to such amounts. The Separate Account
                generally is not guaranteed and is held at market value. The name of the Separate Account is shown on the Contract
                Schedule. The assets of the Separate Account, to the extent of reserves and other Contract liabilities of the
                Separate Account, will not be charged with Our other liabilities.

1.27            Valuation Period - The period of time for which a Fund determines its net asset value, usually from 4:15 p.m.
                Eastern time each day the New York Stock Exchange is open until 4:15 p.m. the next such business day, or such other
                day that one or more of the Funds determines its net asset value. The assets of the Separate Account are not
                chargeable with the liabilities arising out of any other business We may conduct.

1.28            Variable Annuity Contract - An Annuity Contract providing for the accumulation of value and/or for Annuity
                payments which vary in amount based on investment results.


                                                                 8

<PAGE>

Section 2.  General Provisions
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2.01            The Contract - The entire Contract consists of this Contract and any endorsements attached or subsequently issued.

2.02            Certificates - A Certificate is issued to each Certificate Holder whose Purchase Payment(s) is accepted by Us. The
                Certificate evidences a Certificate Holder's Account established under the Contract. Certificates are not part of
                the Contract.

2.03            Nonparticipating Contract - Neither the Group Contract Holder, Certificate Holder nor any Beneficiary have a right
                to share in our earnings.

2.04            Misstatements and Adjustments - If We learn that the age of any Annuitant or second Annuitant is misstated, the
                correct age will be used to adjust payments. We reserve the right to request reimbursement or adjust future payments
                for any amount overpaid. We will pay the amount of any underpayment.

2.05            Reports - We furnish each Certificate Holder with a report showing the Certificate Holder's Account Value at least
                once each calendar year. We also furnish an annual report of the Separate Account.

2.06            Premium Taxes - Any premium taxes paid to any governmental entity are charged against Purchase Payments or a
                Certificate Holder's Account. We may, at our sole discretion, pay premium taxes when due and deduct that amount from
                the Certificate Holder's Account at a later date. Payment at an earlier date does not waive any right We may have to
                deduct amounts at a later date.

2.07            Protection of Proceeds - To the extent permitted by law, all payments under this Contract to a Certificate Holder or
                Beneficiary shall be free from legal process and the claim of any creditor.

2.08            Evidence of Survival - The Company may require satisfactory evidence of the continued survival of any person(s) on
                whose life Annuity payments are based.

2.09            Proof of Age - The Company may require evidence of age of any Annuitant under Annuity Options 2 and 3 and of the
                designated second Annuitant under Annuity Option 3.

2.10            Change of Contract - Only our authorized officers may change the terms of this Contract. We will notify the Group
                Contract Holder in writing at least 30 days before the effective date of any change. Any change will not affect the
                amount or terms of any Annuity which begins before the change.

                We may make any change that affects the AG Account Market Value Adjustment with at least thirty (30) days' advance
                written notice to the Group Contract Holder and the Certificate Holder. Any such change shall become effective for
                any new guaranteed term and will apply to all present and future Certificate Holders' Accounts. 


                                                                 9

<PAGE>

                We reserve the right to change the terms of the Systematic Withdrawal Option for future elections and discontinue
                the availability of this option.

                Any change to any of the following provisions under this Contract will not apply to Certificate Holder's Accounts in
                existence before the effective date of the change:

                (a)      Net Purchase Payment (1.24)
                (b)      AG Account Guaranteed Interest Rate (7.01)
                (c)      Net Return Factor (6.05)
                (d)      Certificate Holder's Account Value (1.15)
                (e)      Deferred Sales Charge (8.04)
                (f)      Annuity Unit Value (12.04)
                (g)      Annuity Options (12.06)
                (h)      Fixed Annuity Interest Rates (12.01)
                (i)      Transfers (8.02).

                Any change that affects the Annuity Option and the tables for the Annuity Options may be made:

                (a) No earlier than twelve (12) months after the Effective Date; and
                (b) No earlier than twelve (12) months after the effective date of any prior change.

                Any Certificate Holder's Account established on or after the
                effective date of any change will be subject to the change. If
                the Group Contract Holder does not agree to any change under
                this provision, We reserve the right to not allow any new
                Certificate Holder's Accounts to be established under this
                Contract. This Contract may also be changed as deemed necessary
                by Us to comply with federal or state law.

Section 3.  Ownership
- -----------------------------------------------------------------------------------------------------------------------------------

3.01            Group Contract Holder - The Group Contract Holder has title to the Contract. The Contract and any amounts
                accumulated thereunder are not subject to the claims of the Group Contract Holder nor any of its creditors.

3.02            Certificate Holder Rights - The Certificate Holder has all interest and right to amounts held in his or her
                Certificate Holder's Account. The Certificate Holder and any joint Certificate Holder are named on the
                Specifications page. The Certificate Holder and any joint Certificate Holder may exercise all the rights under the
                Certificate Holder's Account, subject to the rights of:

                (a) Any assignee under an assignment filed at our home office; and
                (b) Any irrevocably named Beneficiary.

                Upon the death of a Certificate Holder prior to the Annuity Date, a spousal Beneficiary may elect to continue the
                Certificate Holder's Account in his or her own name and retain all ownership rights and privileges or take
                distribution of the death benefit as defined in Section 10.

3.03            Transfer of Ownership - The Group Contract Holder may transfer ownership of this Contract. A written request, dated
                and signed, must be filed at our home office.

                Any transfer of ownership terminates the interest of any existing Group Contract Holder. It does not change the
                rights of any Certificate Holder.


                                                                 10

<PAGE>

                A Certificate Holder may transfer all of his or her rights under the Contract. We reserve the right not to accept an
                assignment or transfer to a nonnatural person. A written request, dated and signed by the Certificate Holder and any
                joint Certificate Holder, must be filed at our home office. After the transfer is recorded, it will take effect as
                of the date the request was signed. Any such transfer terminates the interest of any existing Certificate Holder. It
                does not change the Beneficiary, nor transfer the Beneficiary's interest. A transfer will not affect any payments We
                may make or actions We may take before such transfer has been recorded at our home office.

Section 4.  Beneficiary Provisions
- -----------------------------------------------------------------------------------------------------------------------------------

4.01            Beneficiary - The Certificate Holder may name a Beneficiary and a contingent Beneficiary. At the death of the
                Certificate Holder prior to the Annuity Date, the Beneficiary(ies) named in our records will receive a death benefit
                as stated in Section 10. Upon the death of either joint Certificate Holder prior to the Annuity Date, the surviving
                joint Certificate Holder, if any, will be treated as the designated Beneficiary and any other Beneficiary
                designation on record with Us at the time of death is treated as a contingent Beneficiary. If the Certificate Holder
                is a nonnatural person, the death benefit will be paid at the death of the Annuitant.

4.02            Change of Beneficiary - The Certificate Holder may change the Beneficiary. A written request, dated and signed by
                the Certificate Holder, must be filed at our home office. If there are joint Certificate Holders, both must sign the
                request. After the change is recorded, it will take effect as of the date the request was signed. If the request
                reaches our home office and is recorded after the Certificate Holder dies, but before any payment is made, the
                change is valid.

4.03            Death of Beneficiary - If all of the Beneficiaries and contingent Beneficiaries die prior to the Certificate
                Holder's death, We pay the death benefit in one sum to the Certificate Holder's estate. If the Certificate Holder is
                a nonnatural person, and all of the Beneficiaries and contingent Beneficiaries die prior to the Annuitant's death,
                We will pay the death benefit in one sum to the Certificate Holder.

Section 5.  Purchase Payments
- -----------------------------------------------------------------------------------------------------------------------------------

5.01            Purchase Payments - Subject to the maximum and minimum shown on the Contract Schedule, the Certificate Holder may
                determine the amount and frequency of Purchase Payments. We reserve the right not to accept any Purchase Payment. We
                will declare from time to time the acceptability of additional Purchase Payments.

5.02            Allocation of Purchase Payments - The Certificate Holder may elect to have each Net Purchase Payment accumulate:

                (a) On a variable basis invested in shares of one or more Funds in which the Separate Account invests;

                (b) For guaranteed terms offered in the current deposit period(s) under the AG Account; or

                (c) In a combination of any of the available investment options.

                Net Purchase Payments must be allocated in whole percentages. For subsequent Purchase Payments, if no allocation
                instructions are received with the Purchase Payment, the allocation will be as indicated in the most recent
                directive from the Certificate Holder. If the same guaranteed term(s) are not available, the next shortest will be
                used. If no shorter guaranteed term is available, the next longer guaranteed term will be used.


                                                                 11

<PAGE>

Section 6.  Separate Account
- -----------------------------------------------------------------------------------------------------------------------------------

6.01            General - The assets of the Separate Account, equal to the reserves and other Contract liabilities that depend on
                the investment performance of the Separate Account are not chargeable with liabilities arising out of any other
                business We may conduct. Income, gains or losses of the Separate Account, realized or unrealized, are credited to or
                charged against the assets of the Separate Account without regard to Our other income, gains or losses.

6.02            Investment Allocations to the Separate Account - The assets of the Separate Account are segregated by Fund. If the
                shares of any Fund are no longer available for investment by the Separate Account or if in our judgment, further
                investment in such shares should become inappropriate in view of the purpose of the Contract, We may cease to make
                such Fund shares available for investment under the Contract prospectively, or We may substitute shares of another
                Fund for shares already acquired. We may also, from time to time, add additional Funds. Any elimination,
                substitution or addition of Funds will be done in accordance with applicable state and federal securities laws. We
                reserve the right to substitute shares of another Fund for shares already acquired without a proxy vote.

6.03            Valuation of Assets - The shares of the Funds will be valued at their net asset value at the end of each Valuation
                Period.

6.04            Accumulation Unit - A Net Purchase Payment that is allocated to one or more Funds is credited to the Certificate
                Holder's Account as Accumulation Units. The number of Accumulation Units credited is determined by dividing the
                applicable portion of the Net Purchase Payment by the Accumulation Unit value for the appropriate Fund. The
                Accumulation Unit value used is that which is computed for the next Valuation Period after which the Purchase
                Payment is received at our home office. Accumulation Units attributable to the initial Purchase Payments will be
                credited within two business days of acceptance.

                Accumulation Unit values may increase or decrease from Valuation Period to Valuation Period.

6.05            Net Return Factor for Each Valuation Period - The value of an Accumulation Unit for any Valuation Period is
                calculated by multiplying the Accumulation Unit value for the immediately preceding Valuation Period by the net
                return factor of the appropriate Fund for the current period.

                The net return factor for each Fund is equal to 1.0000000 plus the net return rate.

                The net return rate equals:

                (a) The value of the shares of the Fund held by the Separate Account at the end of a Valuation Period; minus

                (b) The value of the shares of the Fund held by the Separate Account at the start of the Valuation Period; plus or
                    minus

                (c) Taxes (or reserves for taxes) on the Separate Account (if any); divided by

                (d) The total value of the Funds(s) Accumulation Units and Fund(s) Annuity Units of the Separate Account at the
                    start of the Valuation Period; minus

                (e) A daily actuarial charge as shown on the Contract Schedule for Annuity mortality and expense risks and profit
                    and a daily administrative charge.


                                                                 12

<PAGE>

                The net return rate may be more or less than zero (0) percent.

                The value of a share of the Fund is equal to the net assets of the Fund divided by the number of shares outstanding.

6.06            Administrative Charge - We deduct an administrative charge equal, on an annual basis, to the amount shown on the
                Contract Schedule.

6.07            Mortality Risk Charge - We deduct a mortality risk charge equal, on an annual basis, to the amount shown on the
                Contract Schedule.

6.08            Expense Risk Charge - We deduct an expense risk charge equal, on an annual basis, to the amount shown on the
                Contract Schedule.

6.09            Mortality and Expense Guarantee - We guarantee that the dollar amount of each Annuity payment after the first will
                not be affected by variations in mortality or expense experience.

Section 7.  AG Account
- -----------------------------------------------------------------------------------------------------------------------------------

7.01            AG Account Guaranteed Interest Rate - All amounts allocated to the AG Account earn a rate of interest that is
                guaranteed for a specified period of time. The rate will be credited daily and will never be less than the minimum
                guaranteed interest rate shown on the Contract Schedule. We determine the rate and it is not based on investment
                experience.

                For guaranteed terms of one year or less, one guaranteed interest rate is credited for the full guaranteed term. For
                longer guaranteed terms, an initial guaranteed interest rate is credited from the date of deposit to the end of a
                specified period within the guaranteed term. There may be different guaranteed interest rate(s) declared for
                subsequent specified time intervals throughout the guaranteed term.

7.02            Deposit Period - A calendar week, a calendar month, a calendar quarter, or any other period of time We specify
                during which Net Purchase Payment(s), transfers and reinvestments are accepted into the AG Account for one or more
                guaranteed terms. We reserve the right to extend the deposit period.

7.03            Guaranteed Term - The period of time for which AG Account guaranteed interest rates are guaranteed on Net Purchase
                Payments. Transfers and reinvestments are made into a current deposit period for the AG Account. Such period begins
                on the day following the close of the deposit period and ends on the designated Maturity Date. Guaranteed terms, if
                any, are offered at our discretion for various lengths of time ranging up to and including ten years.

                During a deposit period, We may make available any number of guaranteed terms. The Certificate Holder may allocate
                Net Purchase Payments and transfers into any or all of the available guaranteed terms.

7.04            Guaranteed Term(s) Groups - All AG Account guaranteed term(s) with the same length of time from the close of the
                deposit period until the designated Maturity Date.

7.05            Maturity Date - The last day of a guaranteed term.


                                                                 13

<PAGE>

7.06            Allocation of Net Purchase Payments to the AG Account - When the Certificate Holder wishes to allocate all or any
                portion of a Net Purchase Payment to the Guaranteed Account, he or she must tell Us the percentage to apply to one
                or more of the AG Account guaranteed term(s) available during the current deposit period. If no allocation
                instructions are received, a Net Purchase Payment is allocated as indicated in the most recent directive from the
                Certificate Holder. If the same guaranteed term is not available for any amount allocated to the AG Account, We will
                allocate the amount to the next shortest guaranteed term available. If no shorter guaranteed term is available, We
                will allocate it to the next longest guaranteed term.

7.07            AG Account Guaranteed Term Maturity Date and Maturity Value - On the maturity date, the value of the total of all
                amounts allocated to that guaranteed term is called the maturity value.

                When Certificate Holders have assets in the AG Account, at least eighteen (18) days before a maturity date, We
                notify them of the: 

                (a) Projected maturity value; and 

                (b) Guaranteed terms and the applicable guaranteed interest rates available during the current deposit period.

                When no allocation instructions are received and the assets in a guaranteed term have been reinvested by Us in
                another guaranteed term on the maturity date, the Certificate Holder may transfer or withdraw, during the month
                following the maturity date, the reinvested amount with interest earned (as of the date the request is received at
                our home office) without incurring a Market Value Adjustment. This transaction is allowed only once for each
                maturity date, regardless of whether the transfer or withdrawal is partial or full.

7.08            Withdrawals and Transfers from the AG Account - When the Certificate Holder requests a withdrawal or transfer from
                the AG Account, if instructions are not provided by the Certificate Holder, amounts are withdrawn on a pro rata
                basis from the guaranteed term(s) groups in which the Certificate Holder's Account is currently invested. Within a
                guaranteed term group, the amount to be withdrawn will be withdrawn first from the oldest deposit period.
                Withdrawals or transfers from an AG Account guaranteed term before the maturity date are subject to a Market Value
                Adjustment, except for:

                (a) A one month period following the maturity date described in 7.07;

                (b) Transfers under the Dollar Cost Averaging program; and

                (c) Withdrawals under the Systematic Withdrawal Option described in Section 8.07.

                Only a positive Market Value Adjustment will apply to amounts transferred from the AG Account when the Certificate
                Holder elects Annuity Option 2 or 3.

                                                                 14

<PAGE>

7.09            Reinvestment - We will mail a notice to the Certificate Holder before a guaranteed term's maturity date. This notice
                will contain the guaranteed terms available during the current deposit periods with their guaranteed interest
                rate(s) and projected maturity value. If no specific direction is given by the Certificate Holder prior to the
                maturity date, each maturity value will be reinvested in the current deposit period for a guaranteed term of the
                same duration. If a guaranteed term of the same duration is unavailable, each matured term value will automatically
                be reinvested in the current deposit period for the next shortest guaranteed term available. If no shorter
                guaranteed term is available, the next longer guaranteed term will be used. We will mail a confirmation statement to
                the Certificate Holder after the maturity date. This notice will state the guaranteed term and guaranteed interest
                rate(s) which will apply to the reinvested matured term value.

7.10            AG Account Market Value Adjustment (Factor) - The Market Value Adjustment factor (MVA factor) reflects any change in
                interest rates from the time assets are allocated to the AG Account to the time they are transferred or withdrawn.
                Except as noted in Section 7.09, 10.02 and 12.01, an MVA factor is applied to any amount withdrawn or transferred
                from the AG Account before the end of a guaranteed term.

                The amount withdrawn from the AG Account is multiplied by the MVA 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.

                Determination of MVA factor parameters:

                A yield is computed at the close of the last business day of each week of the deposit period. The yield will equal
                the average of the yields on U.S. Treasury Notes which matured during the last three months of the applicable
                guaranteed term.

                The deposit period yield is the average of those yields for the deposit period. If withdrawal is made prior to the
                close of the deposit period, it is the average of those yields on each week preceding withdrawal.

                The current yield is the average of the yields on the last business day of the week preceding withdrawal on the same
                U.S. Treasury Notes included in the deposit period yield.


                                                                 15

<PAGE>

                If no U.S. Treasury Notes matured during the last three months of the guaranteed term, We reserve the right to use
                the average of the yields on U.S. Treasury Notes that mature during a following quarter.

Section 8.    Certificate Holder's Account Value; Transfers and Withdrawals During the Accumulation Period
- -----------------------------------------------------------------------------------------------------------------------------------

8.01            Certificate Holder's Account Value - The value of a Certificate Holder's Account is determined by adding the value
                of the total of Accumulation Units attributed to the selected Fund(s) to the value of any amounts attributed to the
                AG Account.

8.02            Transfers During the Accumulation Period - Before the Annuity Date, the Certificate Holder may transfer from any
                Fund or guaranteed term of the AG Account to:

                (a)    Any other Fund; or

                (b)    Any guaranteed term of the AG Account available in the current deposit period.

                Transfer requests can be submitted as a percentage or as a dollar amount. We may establish a minimum transfer
                amount. Within a guaranteed term group, the amount transferred is withdrawn first from the oldest deposit period,
                then from the next oldest, and so on until the amount requested is satisfied.

                The Certificate Holder may make an unlimited number of transfers during the Accumulation Period. The number of free
                transfers allowed is shown on the Contract Schedule. Transfers in excess of that number may be subject to the
                transfer charge shown on the Contract Schedule. Transfers under the Dollar Cost Averaging program do not count
                toward the annual limit. Transfers of a matured term value from the AG Account on or within one calendar month after
                a guaranteed term's maturity date do not count against the annual transfer limit.

                Amounts applied to guaranteed terms of the AG Account may not be transferred to the Funds or to another guaranteed
                term during the deposit period or for 90 days after the close of the deposit period except for (1) matured term
                value(s) during the calendar month following the guaranteed term's maturity date; (2) amounts applied to an annuity
                option; (3) transfers from the one-year guaranteed term under the Dollar Cost Averaging program; and (4) amounts
                distributed under the Systematic Withdrawal Option.

                Except as noted in Section 7.09, 10.02 and 12.01, transfers from guaranteed terms of the AG Account before the
                Maturity Date are subject to a Market Value Adjustment.

8.03            Withdrawals During the Accumulation Period - The Certificate Holder may withdraw all or a portion of the Certificate
                Holder's Account Value during the Accumulation Period by properly completing a withdrawal request form. Withdrawal
                requests can be submitted as a percentage or as a specific dollar amount. Net Purchase Payment amounts are withdrawn
                first, and then the excess value, if any. For any partial withdrawal, if instructions are not provided by the
                Certificate Holder, amounts are withdrawn on a pro rata basis from the Fund(s), and/or the guaranteed term(s) groups
                in which the Certificate Holder's Account is currently invested. Within a guaranteed term group, the amount to be
                withdrawn will be withdrawn first from the oldest deposit period, then from the next oldest, and so on until the
                amount requested is satisfied.


                                                                 16

<PAGE>

                After deduction of the maintenance charge, if applicable, the withdrawn amount shall be reduced by the applicable
                deferred sales charge and any applicable premium taxes.

8.04            Deferred Sales Charge - The deferred sales charge only applies to the portion of the amount withdrawn attributable
                to Net Purchase Payment(s) and varies according to the elapsed time since receipt of the Purchase Payment. The
                deferred sales charge is shown on the Contract Schedule.

8.05            Waiver of Deferred Sales Charge - No deferred sales charge is deducted when a Certificate Holder's Account Value is
                paid:

                (a) To a Beneficiary as a death benefit, except for Purchase Payments made by a surviving joint Certificate Holder
                    as described in Section 10.02(b);

                (b) As a premium for an Annuity Option;

                (c) At least the number of months, as shown on the Contract Schedule, after the date of the first Purchase Payment
                    and in an amount equal to or less than the percentage of the Certificate Holder's Account Value as shown on the
                    Contract Schedule. This applies to the first withdrawal request, partial or full, in a calendar year. The
                    Certificate Holder's Account Value is calculated as of the date the withdrawal request is received in good order
                    at our home office. This waiver is not available to the Certificate Holder while a SWO is in effect;

                (d) For a full withdrawal where the Certificate Holder's Account Value does not exceed the amount shown on the
                    Contract Schedule and no withdrawals have been taken from the Certificate Holder's Account within the prior 12
                    months; 

                (e) For a distribution made by Us under Section 8.06; or 

                (f) For a distribution which is part of a SWO under Section 8.07.

                We reserve the right to allow the proceeds of a total withdrawal to be reinstated under the terms and conditions as
                established by Us from time to time.

8.06            Payment of Adjusted Certificate Holder Account Value - Upon 90 day's written notice to the Certificate Holder, We
                will terminate any Certificate Holder's Account if the Certificate Holder's Account Value becomes less than $1,500
                immediately following any partial withdrawal. We do not intend to exercise this right in cases where the Certificate
                Holder's Account Value is reduced to $1,500 or less solely due to investment performance. When We make a
                distribution pursuant to this provision, the deferred sales charge will not be deducted.

8.07            Systematic Withdrawal Option (SWO) - We will allow the Certificate Holder to establish a schedule of withdrawals to
                be made automatically from the Certificate Holder's Account Value. All distributed amounts will be withdrawn on a
                pro rata basis from the Fund(s) and/or the guaranteed term(s) groups of the AG Account in which the Certificate
                Holder's Account is invested.

                The Certificate Holder must elect one of the following SWO methods:


                                                                 17

<PAGE>

                (a) Specified Payment: Payments of a designated dollar amount. The annual amount may not be greater than the
                    percentage of the Certificate Holder's Account Value at time of the election as shown on the Contract Schedule.
                    This annual dollar amount will remain constant. At our discretion, We may require a minimum payment amount; or

                (b) Specified Period: Payments which are made over a period of time which must be at least the minimum period as
                    shown on the Contract Schedule. The annual amount paid each year is calculated by dividing the Certificate 
                    Holder's Account Value as of December 31 of the prior year by the number of payment years remaining; or

                (c) Specified Percentage: Payment of a designated percentage which cannot be greater than the percentage of the
                    Certificate Holder's Account Value at the time of election as shown on the Contract Schedule. The percentage may
                    be changed by written request. We reserve the right to limit the number of times the percentage may be changed.
                    The annual amount is calculated by multiplying the Certificate Holder's Account Value as of December 31 of the
                    year prior to the payment by the designated percentage.

                SWO payments will cease at the Certificate Holder's death (or if the Certificate Holder is a nonnatural person, at
                the death of the Annuitant). A beneficiary may elect to continue SWO as provided in Section 10.01.

                In our discretion, We may require a minimum initial Certificate Holder's Account Value for election of this option.
                SWO may be elected by submitting a completed and signed election form to Us. Once elected, this option may be
                revoked by submitting a written request to Us. SWO may be elected only once by the Certificate Holder or by a
                spousal Beneficiary.

                Certificate Holders should consult their tax adviser prior to requesting this distribution option. We are not
                responsible for any adverse tax consequences due to a Certificate Holder's receiving SWO payments. A ten (10)
                percent penalty tax may apply to distributions to a Certificate Holder who has not reached age 59 1/2. Upon death of
                the Certificate Holder, any payments will be made under the terms of Section 10.

                Dollar Cost Averaging is not available to Certificate Holders who have elected SWO.

Section 9.  Maintenance Charge
- -----------------------------------------------------------------------------------------------------------------------------------

9.01            Maintenance Charge - We will deduct an annual maintenance charge as shown in the Contract Schedule from the
                Certificate Holder's Account during the Accumulation Period. We will deduct the maintenance charge on the
                anniversary of the Effective Date of the Certificate for the Certificate Holder's Account. This maintenance charge
                is also deducted upon withdrawal of the entire Adjusted Certificate Holder's Account. The maintenance charge is
                deducted proportionately from each investment option used.

Section 10.  Proceeds Payable on Death
- -----------------------------------------------------------------------------------------------------------------------------------


                                                                 18

<PAGE>

10.01           Death of the Certificate Holder Prior to the Annuity Date - In the event of the death of the Certificate Holder or a
                joint Certificate Holder prior to the Annuity Date, a death benefit is payable to the Beneficiary(ies) designated by
                the Certificate Holder. Upon the death of a joint Certificate Holder, the surviving joint Certificate Holder, if
                any, will be treated as the designated Beneficiary. Any other Beneficiary designation on record with Us at the time
                of death will be treated as a contingent Beneficiary. If the Certificate Holder is a nonnatural person, the death
                benefit will be payable to the Beneficiary(ies) at the death of the Annuitant.

                A Beneficiary may request We pay the death benefit under one of the methods described in Section 10.03. If the
                Beneficiary is the spouse of the Certificate Holder, or the spouse of the Annuitant if the Certificate Holder is a
                nonnatural person, he or she may elect to continue the Certificate Holder's Account in his or her own name and
                exercise all the Certificate Holder's rights under the Contract.

10.02           Death Benefit Amount Prior to the Annuity Date -

                (a) Except as set forth below, the amount of the guaranteed death benefit value is equal to the greater of:

                    (i) The Certificate Holder's Account Value at the end of the Valuation Period during which We receive at our
                        home office due proof of death and election of the type of payment to be made; or

                   (ii) The death benefit determined as of the Valuation Period corresponding to the date of death.

                        Until the first Effective Date anniversary, the death benefit is equal to the Purchase Payments made by the
                        Certificate Holder prior to the Effective Date anniversary less any withdrawals and any amounts applied to
                        an Annuity Option.

                        For each Certificate year thereafter, the death benefit during the Certificate year equals the death
                        benefit at the beginning of the Certificate year plus Purchase Payments made during the year less any
                        withdrawals and any amounts applied to an Annuity Option.

                        On each Effective Date anniversary, the death benefit is determined as follows:

                        (A) The death benefit on the previous Effective Date anniversary increased by the death benefit factor
                            shown on the Contract Schedule; plus 

                        (B) Purchase Payments made by the Certificate Holder during the Certificate year increased by the death
                            benefit factor shown on the Contract Schedule for the portion of the year since the Purchase Payment 
                            was made; less

                        (C) Any withdrawals or amounts applied to an Annuity Option during the Certificate year increased by the
                            death benefit factor shown on the Contract Schedule for the portion of the Certificate year since the
                            withdrawal or election of Annuity option; or


                                                                 19

<PAGE>

                  (iii) The Certificate Holder's Account Value on the most recent seventh year anniversary of the Effective
                        Date plus any Purchase Payments made after such Effective Date anniversary less any withdrawals and any
                        amounts applied to an Annuity Option.

                Notwithstanding the foregoing, the death benefit under (ii) or (iii) will not exceed the death benefit maximum
                amount shown on the Contract Schedule.

                The death benefit calculation described in (ii) and (iii) above, applies until the Certificate Holder reaches the
                death benefit maximum age shown on the Contract Schedule. If the Certificate Holder is a nonnatural person, death
                provisions will be based on the age of the Annuitant. Thereafter, the death benefit is only adjusted for Purchase
                Payments, withdrawals and amounts applied to Annuity Options. If the Certificate Holder reaches the death benefit
                maximum age shown on the Contract Schedule prior to the seventh anniversary of the Effective Date, the death benefit
                will be the greater of (i) or (ii) above.

                The excess, if any, of the guaranteed death benefit value over the Certificate Holder's Account Value is determined
                when we receive at our home office due proof of death and allocated to the Fund shown on the Contract Schedule. The
                Certificate Holder's Account Value plus any excess amount deposited becomes the Certificate Holder's Account Value.

                (b) In the case of a spousal Beneficiary who continued the Certificate Holder's Account in his or her own name, the
                    death benefit shall be equal to the Adjusted Current Value less any applicable deferred sales charge on any
                    Purchase Payment made after We have received at our home office due proof of death of the joint Certificate
                    Holder (or Annuitant, if applicable).

                When the Beneficiary withdraws or transfers all or any portion of the death benefit in the AG Account within six
                months after the date of death, the amount withdrawn or transferred from the AG Account will be the greater of:

                (1) The aggregate Market Value Adjustment amount (the amount resulting from the application of relevant Market 
                    Value Adjustment factors); or

                (2) The applicable portion of Certificate Holder's Account Value in the AG Account.

                After the six-month period, when the Beneficiary withdraws or transfers all or any portion of the death benefit in
                the AG Account, the amount will be equal to the aggregate Market Value Adjustment amount. Only a positive market
                value adjustment will apply, however, to amounts transferred from the AG Account when the Beneficiary elects Annuity
                Option 2 or 3.

                At the death of a spousal Beneficiary who continued the Certificate Holder's Account in his or her own name, when
                the Beneficiary withdraws or transfers all or any portion of the death benefit in the AG Account, the amount will be
                equal to the Aggregate Market Value Adjustment amount.

10.03           Death Benefit Payment Methods - A non-spousal Beneficiary must elect the death benefit to be paid under one of the
                following methods in the event of the death of the Certificate Holder prior to the Annuity Date:


                                                                 20

<PAGE>

                Method 1 - Lump sum payment of the death benefit; or

                Method 2 - The payment of the entire death benefit within five years of the date of the Certificate Holder's death;
                or

                Method 3 - Payment of the death benefit over the lifetime of the designated Beneficiary or over a period not
                extending beyond the life expectancy of the designated Beneficiary with distribution beginning within one year of
                the date of death of the Certificate Holder.

                Any portion of the death benefit not applied under Method 3 within one year of the date of Certificate Holder's
                death, or the death of the Annuitant if the Certificate Holder is a nonnatural person, must be distributed within
                five years of the date of death.

                A spousal Beneficiary may elect to continue the Certificate Holder's Account in his or her name, elect a lump sum
                payment of the death benefit, or apply the Adjusted Certificate Holder's Account Value to an Annuity Option.

10.04           Death of Certificate Holder On or After the Annuity Date - If the Certificate Holder who is not the Annuitant, dies
                on or after the Annuity Date, the remaining payments under the Annuity Option elected will be made to the
                Beneficiary at least as rapidly as under the method of distribution in effect at the Certificate Holder's death.

10.05           Death of the Annuitant - If the Annuitant, who is not a Certificate Holder, dies on or before the Annuity Date, a
                new Annuitant may be named. If no Annuitant is named, the Certificate Holder will be the Annuitant. If the
                Certificate Holder is a nonnatural person, the death benefit will be paid at the death of the Annuitant and no new
                Annuitant may be named. If the Annuitant dies after the Annuity Date, the death benefit, if any, will be payable to
                the Beneficiary as specified in the Annuity Option elected. We will require proof of the Annuitant's death. Death
                benefits will be paid at least as rapidly as under the method of distribution in effect at the Annuitant's death.

Section 11.  Delay of Payments
- -----------------------------------------------------------------------------------------------------------------------------------

11.01           Delay of Payments - We will make any payments under this Contract within seven days after a request is received in
                good order. We reserve the right to suspend or postpone any type of payment from the Separate Account for any period
                when: 

                (a) The New York Stock Exchange is closed for other than customary weekend and holiday closings;

                (b) Trading on the Exchange is restricted;

                (c) An emergency exists as a result of which it is not reasonably practicable to dispose of securities held in the
                    Separate Account or determine their value; or

                (d) The Securities and Exchange Commission so permits delay for the protection of security holders.

                The applicable rules of the Securities and Exchange Commission will govern as to whether the conditions in (b) or
                (c) exist.

                We also reserve the right to delay any type of payment from the AG Account for up to six months.

                                                                 21

<PAGE>

Section 12.  Annuity Provisions
- -----------------------------------------------------------------------------------------------------------------------------------

12.01           Designation of Annuitant - The Certificate Holder and the Annuitant need not be the same person. The Certificate
                Holder names the Annuitant and during the Accumulation Period, may change the designated Annuitant. We change the
                Annuitant when We receive a written request in good order at our home office. We will not change the Annuitant when
                Annuity payments have commenced.

                The Certificate Holder elects an Annuity Option by telling Us to use all or any portion of the Certificate Holder's
                Account Value (minus any applicable premium taxes if not previously deducted) to purchase Annuity payments under an
                Annuity Option. If the Certificate Holder elects Annuity Option 1, the amount applied to purchase Annuity payments
                will be equal to the Adjusted Certificate Holder's Account Value. If the Certificate Holder elects Annuity Option 2
                or 3, the amount applied to purchase Annuity payments will be the greater of:

                (1)    The Adjusted Certificate Holder's Account Value; or

                (2)    The Certificate Holder's Account Value.

                When an Annuity Option is chosen the Certificate Holder must designate a:

                (a)    Fixed Annuity using the General Account;

                (b)    Variable Annuity using any of the Funds available during the Annuity Period; or 

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

                If a fixed Annuity is chosen, We will calculate the amount using an interest assumption no less than the percentage
                specified on the Contract Schedule. We may calculate the amount using a higher interest rate.

                If a variable Annuity is chosen, an Assumed Annual Net Return Rate of 5% may be chosen. If not chosen, We will use
                an Assumed Annual Net Return Rate of 3.5%

                Payments are made on a monthly basis to the Certificate Holder unless the Certificate Holder requests a different
                mode of payment.

                Once elected, an Annuity Option may not be revoked, except for Option 1 when elected on a variable basis.

12.02           Terms of Annuity Options - The minimum first payment amount must be at least $50 per month and at least $250 per
                year.

                If the Certificate Holder elects a fixed Annuity and We determine that the Certificate Holder would receive larger
                payments by applying the Certificate Holder's Account Value, reduced by the deferred sales charge, to a single
                premium immediate Annuity currently offered by Us, We will make the larger payments.

                We determine the first payment of a variable Annuity, or the payment amount of a fixed Annuity, using the
                Annuitant's (and second Annuitant's if applicable) adjusted age which We calculate as follows:

                                                                 22

<PAGE>

                (a) If Annuity payments begin any time between July 1, 1992 and December 31, 1999, the adjusted age is the
                    Annuitant's age as of the birthday closest in time to the Annuity Date reduced by one (1) year.

                (b) If the Annuity begins any time between January 1, 2000 and December 31, 2009, the adjusted age is the
                    Annuitant's age as of the birthday closest in time to the Annuity Date reduced by two (2) years.

                (c) For each succeeding decade, the adjusted age is the Annuitant's age as determined in (b), reduced by one
                    additional year.

                The Annuity rates for Options 2 and 3 are based on mortality from 1983 Table A.

                Assumed Annual Net Return Rate is the interest rate used to determine the amount of the first Annuity payment under
                a variable Annuity. The Separate Account must earn this rate plus enough to cover the mortality and expense risks
                charges (which may include profit) and administrative charges if future variable Annuity payments are to remain
                level.

                The Certificate Holder must give written notice to Us at least 30 days before the Annuity payments begin, electing
                or changing:

                (a) The date on which Annuity payments are to begin;

                (b) The Annuity Option;

                (c) Whether the payments are to be made monthly, quarterly, semiannually or annually; 

                (d) The investment options used to provide Annuity payments.

                The first Annuity payment may not be earlier than one (1) calendar year after the initial Purchase Payment, nor 
                later than the later of the:

                (a) First day of the month following the Annuitant's birthday shown on the Contract Schedule; or

                (b) Tenth anniversary of the last Purchase Payment. In lieu of the election of an Annuity, the Certificate Holder
                    may request a lump sum payment.

12.03           Annuity Unit - The number of Annuity Units per Fund is based on the amount of the first variable Annuity payment
                which is equal to:

                (a) The portion of the Certificate Holder's Account Value (minus any premium taxes) applied to pay a variable
                    Annuity; divided by,

                (b) 1000; multiplied by,

                (c) The payment rate for the Annuity Option chosen.

                Such amount, or portion, of the variable Annuity payment will be divided by the Annuity Unit value for the
                appropriate Fund on the tenth Valuation Period before the due date of the first payment to determine the number of
                each Fund's Annuity Units. The number of each Fund's Annuity Unit remains fixed. Each future payment is equal to the
                sum of the products of each Fund's Annuity Unit value multiplied by the appropriate number of units. The Fund's
                Annuity Unit value on the tenth Valuation Period prior to the due date of the payment is used.

12.04           Annuity Unit Value - For any Valuation Period, a Fund's Annuity Unit value is equal to:


                                                                 23

<PAGE>

                (a) The value for the previous Valuation Period; multiplied by,

                (b) The Annuity Net Return Factor for the Valuation Period; multiplied by,

                (c) A daily factor to reflect the Assumed Annual Net Return Rate (the factor for 3.5% per year is .9999058; for 5%
                    per year it is .9998663).

                The dollar value of a Fund(s) Annuity Unit values and payments may go up or down due to investment gain or loss.

12.05           Annuity Net Return Factor - The Annuity net return factor is used to compute all Separate Account Annuity payments
                for any Fund.

                The Annuity net return factor(s) for each Fund is equal to 1.0000000 plus the net return rate. The net return rate
                is equal to:

                (a) The value of the shares of the Fund held by the Separate Account at the end of a Valuation Period; minus,

                (b) The value of the shares of the Fund held by the Separate Account at the start of the Valuation Period; plus or
                    minus,
                (c) Taxes (or reserves for taxes) on the Separate Account (if any); divided by

                (d) The total value of the Fund(s) Accumulation Units and Fund(s) Annuity Units of the Separate Account at the start
                    of the Valuation Period; minus,

                (e) A daily actuarial charge as shown of the Contract Schedule for Annuity mortality and expense risks and profit
                    and a daily administrative charge which will not exceed the administrative charge as shown on the Contract 
                    Schedule.

                The net return rate may be more or less than zero (o) percent.

                The value of a share of the Fund is equal to the net assets of
                the Fund divided by the number of shares outstanding.

12.06           Annuity Options

                Option 1 - Payments for a Stated Period of Time - An Annuity will be paid for the number of years chosen. The number
                of years must be at least 5 and not more than 30.

                If payments for this Annuity Option are made under a variable Annuity, the present value of any remaining payments
                may be withdrawn at any time. Option 2 - Life Income - An Annuity will be paid for the life of the Annuitant. If
                also chosen, We will guarantee payments for 60, 120, 180, or 240 months.

                Option 3 - Life Income Based upon the Lives of Two Annuitants - An Annuity will be paid during the lives of the
                Annuitant and a second Annuitant. Payments will continue until both Annuitants have died. When this Annuity Option
                is chosen, a choice must be made of:


                                                                 24

<PAGE>

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

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

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

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

                (e) 100% of the payment to continue at the death of the second Annuitant and 50% of the payment to continue at the
                    death of the Annuitant.

                We may make other options available as allowed by law.
</TABLE>


                                       25
<PAGE>



<TABLE>
<CAPTION>
                                                      OPTION 1

                                        Payments for a Stated Period of Time

                                   Amount of First Monthly Payment for Each $1,000
                                   After Deduction of any Charge for Premium Taxes

                           Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

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

                        Guaranteed            Monthly           Quarterly          Semi-Annual         Annual
      Years                Rate               Payment            Payment            Payment            Payment
- ------------------- ------------------- ------------------ ------------------ ------------------- ------------------
        <S>              <C>                  <C>                <C>               <C>                 <C>
         5               3.00%                17.91              53.59             106.78              211.99
         6               3.00%                15.14              45.30              90.27              179.22
         7               3.00%                13.16              39.39              78.49              155.83
         8               3.00%                11.68              34.96              69.66              138.31
         9               3.00%                10.53              31.52              62.81              124.69
        10               3.00%                 9.61              28.77              57.33              113.82
        11               3.00%                 8.86              26.52              52.85              104.93
        12               3.00%                 8.24              24.65              49.13               97.54
        13               3.00%                 7.71              23.08              45.98               91.29
        14               3.00%                 7.26              21.73              43.29               85.95
        15               3.00%                 6.87              20.56              40.96               81.33
        16               3.00%                 6.53              19.54              38.93               77.29
        17               3.00%                 6.23              18.64              37.14               73.74
        18               3.00%                 5.96              17.84              35.56               70.59
        19               3.00%                 5.73              17.13              34.14               67.78
        20               3.00%                 5.51              16.50              32.87               65.26
        21               3.00%                 5.32              15.92              31.72               62.98
        22               3.00%                 5.15              15.40              30.68               60.92
        23               3.00%                 4.99              14.92              29.74               59.04
        24               3.00%                 4.84              14.49              28.88               57.33
        25               3.00%                 4.71              14.09              28.08               55.76
        26               3.00%                 4.59              13.73              27.36               54.31
        27               3.00%                 4.47              13.39              26.68               52.97
        28               3.00%                 4.37              13.08              26.06               51.74
        29               3.00%                 4.27              12.79              25.49               50.60
        30               3.00%                 4.18              12.52              24.95               49.53
- ------------------- ------------------- ------------------ ------------------ ------------------- ------------------
</TABLE>


                                       26
<PAGE>



<TABLE>
<CAPTION>
                                                             OPTION 2

                                                           Life Income

                                         Amount of First Monthly Payment for Each $1,000
                                         After Deduction of any Charge for Premium Taxes

                                 Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

                                        Payments Guaranteed for a Stated Period of Months

- ---------------------------------------------------------------------------------------------------------------------------------
Adjusted              None                      60                      120                     180                      240
 Age of        ------------------------------------------------------------------------------------------------------------------
Annuitant        Male       Female        Male       Female       Male       Female        Male       Female       Male    Female
- ---------------------------------------------------------------------------------------------------------------------------------
      <S>      <C>         <C>          <C>         <C>         <C>         <C>          <C>         <C>         <C>      <C>
      50       $  4.27     $  3.90      $  4.26     $  3.90     $  4.22     $  3.89      $   4.17    $  3.86     $  4.08  $  3.82
      51          4.34        3.97         4.33        3.96        4.30        3.95          4.23       3.92        4.14     3.88
      52          4.43        4.03         4.41        4.03        4.37        4.01          4.30       3.98        4.20     3.93
      53          4.51        4.10         4.50        4.10        4.45        4.08          4.37       4.04        4.26     3.99
      54          4.60        4.18         4.59        4.17        4.54        4.15          4.45       4.11        4.32     4.04

      55          4.70        4.25         4.68        4.25        4.62        4.22          4.53       4.18        4.39     4.11
      56          4.80        4.34         4.78        4.33        4.72        4.30          4.61       4.25        4.45     4.17
      57          4.91        4.42         4.89        4.41        4.82        4.38          4.69       4.32        4.51     4.23
      58          5.03        4.52         5.00        4.51        4.92        4.47          4.78       4.40        4.58     4.30
      59          5.15        4.61         5.12        4.60        5.03        4.56          4.87       4.48        4.65     4.37

      60          5.28        4.72         5.25        4.70        5.14        4.66          4.96       4.57        4.71     4.44
      61          5.43        4.83         5.39        4.81        5.27        4.76          5.06       4.66        4.78     4.51
      62          5.58        4.95         5.53        4.93        5.39        4.87          5.16       4.75        4.84     4.58
      63          5.74        5.08         5.69        5.05        5.53        4.99          5.26       4.85        4.90     4.65
      64          5.91        5.21         5.85        5.18        5.66        5.10          5.36       4.95        4.96     4.72

      65          6.10        5.36         6.03        5.32        5.81        5.22          5.46       5.05        5.02     4.79
      66          6.30        5.51         6.21        5.47        5.96        5.36          5.56       5.16        5.08     4.86
      67          6.51        5.67         6.41        5.63        6.12        5.50          5.66       5.26        5.13     4.93
      68          6.73        5.85         6.62        5.80        6.28        5.65          5.77       5.37        5.18     5.00
      69          6.97        6.04         6.84        5.98        6.44        5.80          5.86       5.49        5.23     5.06

      70          7.23        6.25         7.07        6.18        6.61        5.97          5.96       5.60        5.27     5.12
      71          7.51        6.47         7.32        6.39        6.79        6.14          6.05       5.71        5.31     5.18
      72          7.80        6.71         7.58        6.62        6.96        6.32          6.14       5.83        5.34     5.23
      73          8.12        6.98         7.85        6.86        7.14        6.50          6.23       5.94        5.37     5.28
      74          8.46        7.26         8.14        7.12        7.32        6.69          6.31       6.04        5.40     5.32

      75          8.82        7.57         8.45        7.40        7.50        6.89          6.38       6.14        5.42     5.35
- -----------------------------------------------------------------------------------------------------------------------------------

                                         Rates are based on mortality from 1983 Table a.

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


                                       27
<PAGE>



<TABLE>
<CAPTION>
                                                             OPTION 3

                                                    Life Income for Two Payees

                                         Amount of First Monthly Payment for Each $1,000
                                         After Deduction of any Charge for Premium Taxes

                                        (Annuitant is Male and Second Annuitant is Female)

                                 Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

- ----------------------------------------------------------------------------------------------------------------------------------
            Adjusted Ages
- ------------------- -------------------
                        Second 
    Annuitant          Annuitant            Option 3a          Option 3b          Option 3c           Option 3d          Option 3e
- ----------------------------------------------------------------------------------------------------------------------------------
        <S>                 <C>             <C>                <C>               <C>                  <C>               <C>

        55                  50              $  3.69            $ 4.05            $   4.27             $ 3.69            $  4.13
        55                  55                 3.88              4.25                4.47               3.87               4.25
        55                  60                 3.06              4.47                4.71               4.06               4.36

        60                  55                 3.99              4.44                4.71               3.98               4.55
        60                  60                 4.24              4.71                4.99               4.23               4.70
        60                  65                 4.49              5.01                5.32               4.48               4.85

        65                  60                 4.38              4.97                5.32               4.38               5.10
        65                  65                 4.72              5.33                5.70               4.71               5.32
        65                  70                 5.07              5.75                6.17               5.05               5.54

        70                  65                 4.93              5.68                6.15               4.91               5.86
        70                  70                 5.40              6.21                6.70               5.36               6.18
        70                  75                 5.89              6.82                7.40               5.81               6.49

        75                  70                 5.69              6.68                7.32               5.62               6.92
        75                  75                 6.37              7.45                8.15               6.23               7.40
        75                  80                 7.07              8.34                9.16               6.78               7.85
- ----------------------------------------------------------------------------------------------------------------------------------


                                         Rates are based on mortality from 1983 Table a.

                            The rates assume the Annuitant is Male and the Second Annuitant is Female.

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


                                       28
<PAGE>



<TABLE>
<CAPTION>
                                                             OPTION 3

                                                    Life Income for Two Payees

                                         Amount of First Monthly Payment for Each $1,000
                                         After Deduction of any Charge for Premium Taxes

                                        (Annuitant is Female and Second Annuitant is Male)

                                 Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

- ----------------------------------------------------------------------------------------------------------------------------------
            Adjusted Ages
- --------------------------------------
                           Second
    Annuitant             Annuitant         Option 3a          Option 3b          Option 3c           Option 3d          Option 3e
- ----------------------------------------------------------------------------------------------------------------------------------
        <S>                 <C>              <C>              <C>                <C>                 <C>                <C>

        55                  50               $ 3.75           $  4.07            $   4.26            $  3.75            $  3.98
        55                  55                 3.88              4.25                4.47               3.87               4.06
        55                  60                 3.99              4.44                4.71               3.98               4.12

        60                  55                 4.06              4.47                4.71               4.06               4.37
        60                  60                 4.24              4.71                4.99               4.23               4.47
        60                  65                 4.38              4.97                5.32               4.38               4.54

        65                  60                 4.49              5.01                5.32               4.48               4.89
        65                  65                 4.72              5.33                5.70               4.71               5.02
        65                  70                 4.93              5.68                6.15               4.91               5.14

        70                  65                 5.07              5.75                6.17               5.05               5.60
        70                  70                 5.40              6.21                6.70               5.36               5.79
        70                  75                 5.69              6.68                7.32               5.62               5.96

        75                  70                 5.89              6.83                7.40               5.81               6.63
        75                  75                 6.37              7.45                8.15               6.23               6.92
        75                  80                 6.78              8.11                8.99               6.54               7.15
- ----------------------------------------------------------------------------------------------------------------------------------

                                         Rates are based on mortality from 1983 Table a.

                            The rates assume the Annuitant is Female and the Second Annuitant is Male.

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


                                       29
<PAGE>



<TABLE>
<CAPTION>
                                                             OPTION 1

                                               Payments for a Stated Period of Time

                                         Amount of First Monthly Payment for Each $1,000
                                         After Deduction of any Charge for Premium Taxes

                                Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

- ----------------------------------------------------------------------------------------------------------------------------------
                        Guaranteed           Monthly             Quarterly           Semi-Annual             Annual        
       Years                Rate             Payment             Payment             Payment                 Payment
- ----------------------------------------------------------------------------------------------------------------------------------
         <S>                 <C>                  <C>                  <C>                 <C>                   <C>

          5                  3.50%                18.12                54.19               107.92                213.99
          6                  3.50%                15.35                45.92                91.44                181.32
          7                  3.50%                13.38                40.01                79.69                158.01
          8                  3.50%                11.90                35.59                70.88                140.56
          9                  3.50%                10.75                32.16                64.05                127.00
         10                  3.50%                 9.83                29.42                58.59                116.18
         11                  3.50%                 9.09                27.18                54.13                107.34
         12                  3.50%                 8.46                25.32                50.42                 99.98
         13                  3.50%                 7.94                23.75                47.29                 93.78
         14                  3.50%                 7.49                22.40                44.62                 88.47
         15                  3.50%                 7.10                21.24                42.31                 83.89
         16                  3.50%                 6.76                20.23                40.29                 79.89
         17                  3.50%                 6.47                19.34                38.51                 76.37
         18                  3.50%                 6.20                18.55                36.94                 73.25
         19                  3.50%                 5.97                17.85                35.54                 70.47
         20                  3.50%                 5.75                17.22                34.28                 67.98
         21                  3.50%                 5.56                16.65                33.15                 65.74
         22                  3.50%                 5.39                16.13                32.13                 63.70
         23                  3.50%                 5.24                15.66                31.19                 61.85
         24                  3.50%                 5.09                15.24                30.34                 60.17
         25                  3.50%                 4.96                14.85                29.56                 58.62
         26                  3.50%                 4.84                14.49                28.85                 57.20
         27                  3.50%                 4.73                14.15                28.19                 55.90
         28                  3.50%                 4.63                13.85                27.58                 54.69
         29                  3.50%                 4.53                13.57                27.02                 53.57
         30                  3.50%                 4.45                13.30                26.49                 52.53
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       30
<PAGE>



<TABLE>
<CAPTION>
                                                             OPTION 1

                                               Payments for a Stated Period of Time

                                         Amount of First Monthly Payment for Each $1,000
                                         After Deduction of any Charge for Premium Taxes

                                Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

- ----------------------------------------------------------------------------------------------------------------------------------
                        Guaranteed           Monthly             Quarterly           Semi-Annual             Annual        
       Years                Rate             Payment             Payment             Payment                 Payment
- ----------------------------------------------------------------------------------------------------------------------------------
         <S>                 <C>                 <C>                   <C>                 <C>                   <C>

          5                  5.00%               18.74                 56.00               111.33                219.98
          6                  5.00%               15.99                 47.77                94.96                187.64
          7                  5.00%               14.02                 41.90                83.30                164.59
          8                  5.00%               12.56                 37.52                74.58                147.35
          9                  5.00%               11.42                 34.11                67.81                133.99
         10                  5.00%               10.51                 31.40                62.42                123.34
         11                  5.00%                9.77                 29.19                58.03                114.66
         12                  5.00%                9.16                 27.36                54.38                107.45
         13                  5.00%                8.64                 25.81                51.31                101.39
         14                  5.00%                8.20                 24.50                48.69                 96.21
         15                  5.00%                7.82                 23.36                46.44                 91.75
         16                  5.00%                7.49                 22.37                44.47                 87.88
         17                  5.00%                7.20                 21.51                42.75                 84.48
         18                  5.00%                6.94                 20.74                41.23                 81.47
         19                  5.00%                6.71                 20.06                39.88                 78.80
         20                  5.00%                6.51                 19.46                38.68                 76.42
         21                  5.00%                6.33                 18.91                37.59                 74.28
         22                  5.00%                6.17                 18.42                36.62                 72.35
         23                  5.00%                6.02                 17.98                35.73                 70.61
         24                  5.00%                5.88                 17.57                34.93                 69.02
         25                  5.00%                5.76                 17.20                34.20                 67.57
         26                  5.00%                5.65                 16.87                33.53                 66.25
         27                  5.00%                5.54                 16.56                32.92                 65.04
         28                  5.00%                5.45                 16.28                32.35                 63.93
         29                  5.00%                5.36                 16.01                31.83                 62.90
         30                  5.00%                5.28                 15.77                31.35                 61.95
- --------------------- -------------------- -------------------- -------------------- --------------------- --------------------
</TABLE>


<PAGE>



<TABLE>
<CAPTION>
                                                             OPTION 2

                                                           Life Income

                                         Amount of First Monthly Payment for Each $1,000
                                         After Deduction of any Charge for Premium Taxes

                                Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

                                        Payments Guaranteed for a Stated Period of Months

- --------------------------------------------------------------------------------------------------------------------------------
   Adjusted             None                      60                      120                     180                  240
    Age of    ------------------------------------------------------------------------------------------------------------------
   Annuitant    Male       Female        Male       Female       Male       Female        Male       Female       Male    Female
- --------------------------------------------------------------------------------------------------------------------------------
      <S>    <C>           <C>        <C>         <C>           <C>       <C>            <C>        <C>        <C>       <C>

      50     $  4.56       $ 4.20     $   4.55    $  4.19       $ 4.51    $  4.18        $ 4.45     $ 4.15     $  4.36   $ 4.11
      51        4.64         4.26         4.62       4.25         4.58       4.24          4.51       4.21        4.42     4.16
      52        4.72         4.32         4.70       4.32         4.66       4.30          4.58       4.26        4.48     4.21
      53        4.80         4.39         4.79       4.38         4.74       4.36          4.65       4.32        4.53     4.27
      54        4.89         4.46         4.87       4.46         4.82       4.43          4.73       4.39        4.59     4.32

      55        4.99         4.54         4.97       4.53         4.91       4.50          4.80       4.46        4.65     4.38
      56        5.09         4.62         5.07       4.61         5.00       4.58          4.88       4.53        4.72     4.44
      57        5.20         4.71         5.17       4.70         5.10       4.66          4.96       4.60        4.78     4.50
      58        5.32         4.80         5.29       4.79         5.20       4.75          5.05       4.68        4.84     4.57
      59        5.44         4.90         5.41       4.88         5.31       4.84          5.14       4.76        4.91     4.63

      60        5.57         5.00         5.53       4.99         5.42       4.93          5.23       4.84        4.97     4.70
      61        5.71         5.11         5.67       5.09         5.54       5.03          5.32       4.93        5.03     4.77
      62        5.86         5.23         5.81       5.21         5.66       5.14          5.42       5.02        5.09     4.84
      63        6.02         5.36         5.97       5.33         5.79       5.25          5.51       5.11        5.16     4.91
      64        6.20         5.49         6.13       5.46         5.93       5.37          5.61       5.21        5.21     4.98

      65        6.38         5.64         6.31       5.60         6.07       5.49          5.71       5.31        5.27     5.05
      66        6.58         5.79         6.49       5.75         6.22       5.63          5.81       5.41        5.32     5.12
      67        6.79         5.95         6.69       5.91         6.38       5.76          5.91       5.52        5.38     5.18
      68        7.02         6.13         6.89       6.08         6.53       5.91          6.01       5.63        5.42     5.25
      69        7.26         6.32         7.11       6.26         6.70       6.06          6.11       5.74        5.47     5.31

      70        7.52         6.53         7.35       6.45         6.86       6.23          6.20       5.85        5.51     5.37
      71        7.80         6.75         7.59       6.66         7.03       6.39          6.29       5.96        5.54     5.42
      72        8.09         6.99         7.85       6.89         7.21       6.57          6.38       6.07        5.57     5.47
      73        8.41         7.26         8.12       7.13         7.38       6.75          6.46       6.17        5.60     5.51
      74        8.75         7.54         8.41       7.39         7.55       6.94          6.53       6.28        5.63     5.55

      75        9.12         7.85         8.71       7.66         7.73       7.13          6.61       6.38        5.65     5.59
- -------------------------------------------------------------------------------------------------------------------------------

                                         Rates are based on mortality from 1983 Table a.

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


                                       32
<PAGE>



<TABLE>
<CAPTION>
                                                             OPTION 2

                                                           Life Income

                                         Amount of First Monthly Payment for Each $1,000
                                         After Deduction of any Charge for Premium Taxes

                                Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

                                        Payments Guaranteed for a Stated Period of Months

- --------------------------------------------------------------------------------------------------------------------------------
   Adjusted             None                      60                      120                     180                  240
    Age of    ------------------------------------------------------------------------------------------------------------------
   Annuitant    Male       Female        Male       Female       Male       Female        Male       Female       Male    Female
- --------------------------------------------------------------------------------------------------------------------------------
      <S>    <C>          <C>          <C>         <C>         <C>         <C>            <C>       <C>         <C>       <C>

      50     $   5.48     $  5.12      $  5.46     $  5.11     $  5.41     $  5.09        $ 5.34    $   5.06    $  5.24   $  5.01
      51         5.55        5.17         5.53        5.17        5.48        5.14          5.40        5.11       5.29      5.05
      52         5.63        5.23         5.61        5.23        5.55        5.20          5.46        5.16       5.34      5.10
      53         5.71        5.30         5.69        5.29        5.62        5.26          5.53        5.22       5.40      5.15
      54         5.80        5.37         5.77        5.36        5.70        5.33          5.60        5.27       5.45      5.20

      55         5.89        5.44         5.86        5.43        5.79        5.39          5.67        5.34       5.51      5.25
      56         5.99        5.52         5.96        5.51        5.87        5.47          5.74        5.40       5.56      5.31
      57         6.10        5.60         6.06        5.59        5.97        5.54          5.82        5.47       5.62      5.37
      58         6.21        5.69         6.17        5.67        6.06        5.62          5.90        5.54       5.68      5.42
      59         6.33        5.79         6.29        5.77        6.17        5.71          5.98        5.61       5.74      5.48

      60         6.46        5.89         6.41        5.87        6.28        5.80          6.06        5.69       5.79      5.55
      61         6.60        6.00         6.55        6.97        6.39        5.90          6.15        5.77       5.85      5.61
      62         6.75        6.11         6.69        6.08        6.51        6.00          6.24        5.86       5.91      5.67
      63         6.91        6.23         6.84        6.20        6.64        6.10          6.33        5.95       5.96      5.73
      64         7.09        6.37         7.00        6.33        6.77        6.22          6.42        6.04       6.02      5.80

      65         7.27        6.51         7.18        6.46        6.91        6.34          6.52        6.13       6.07      5.86
      66         7.47        6.66         7.36        6.61        7.05        6.46          6.61        6.23       6.12      5.92
      67         7.68        6.82         7.55        6.76        7.20        6.60          6.70        6.33       6.16      5.99
      68         7.91        7.00         7.76        6.93        7.35        6.74          6.80        6.43       6.21      6.04
      69         8.15        7.19         7.98        7.11        7.51        6.89          6.89        6.54       6.25      6.10

      70         8.41        7.39         8.21        7.30        7.67        7.04          6.97        6.64       6.28      6.15
      71         8.69        7.62         8.45        7.51        7.83        7.21          7.06        6.74       6.32      6.20
      72         8.99        7.86         8.70        7.73        8.00        7.38          7.14        6.85       6.35      6.25
      73         9.31        8.12         8.97        7.97        8.16        7.55          7.21        6.95       6.37      6.29
      74         9.65        8.41         9.26        8.23        8.33        7.73          7.29        7.04       6.39      6.33

      75        10.02        8.72         9.55        8.50        8.50        7.92          7.35        7.14       6.41      6.36
- ---------------------------------------------------------------------------------------------------------------------------------

                                         Rates are based on mortality from 1983 Table a.

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


                                       33
<PAGE>



<TABLE>
<CAPTION>
                                                             OPTION 3

                                                    Life Income for Two Payees

                                         Amount of First Monthly Payment for Each $1,000
                                         After Deduction of any Charge for Premium Taxes

                                        (Annuitant is Male and Second Annuitant is Female)

                                Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

- --------------------------------------------------------------------------------------------------------------------------------
            Adjusted Ages
- ------------------- -------------------
                          Second
    Annuitant           Annuitant        Option 3a          Option 3b          Option 3c           Option 3d          Option 3e
- --------------------------------------------------------------------------------------------------------------------------------
        <S>                 <C>         <C>                <C>                <C>                 <C>                <C>

        55                  50          $    3.97          $    4.35          $      4.56         $    3.97          $    4.42
        55                  55               4.16               4.54                 4.76              4.15               4.54
        55                  60               4.34               4.76                 5.00              4.34               4.64

        60                  65               4.27               4.73                 5.00              4.26               4.83
        60                  60               4.51               4.99                 5.27              4.50               4.98
        60                  65               4.76               5.29                 5.60              4.75               5.13

        65                  60               4.66               5.25                 5.61              4.65               5.39
        65                  65               4.99               5.61                 5.99              4.98               5.60
        65                  70               5.34               6.03                 6.46              5.31               5.81

        70                  65               5.19               5.97                 6.44              5.17               6.14
        70                  70               5.67               6.49                 6.99              5.62               6.47
        70                  75               6.16               7.10                 7.68              6.07               6.77

        75                  70               5.95               6.96                 7.61              5.87               7.20
        75                  75               6.64               7.73                 8.43              6.48               7.68
        75                  80               7.33               8.62                 9.45              7.02               8.13
- --------------------------------------------------------------------------------------------------------------------------------

                                         Rates are based on mortality from 1983 Table a.

                            The rates assume the Annuitant is Male and the Second Annuitant is Female.

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


                                       34
<PAGE>



<TABLE>
<CAPTION>
                                                             OPTION 3

                                                    Life Income for Two Payees

                                         Amount of First Monthly Payment for Each $1,000
                                         After Deduction of any Charge for Premium Taxes

                                        (Annuitant is Female and Second Annuitant is Male)

                                Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

- --------------------------------------------------------------------------------------------------------------------------------
            Adjusted Ages
- ------------------- -------------------
                          Second
    Annuitant           Annuitant        Option 3a          Option 3b          Option 3c           Option 3d          Option 3e
- --------------------------------------------------------------------------------------------------------------------------------
        <S>                 <C>           <C>                 <C>                <C>              <C>                <C>

        55                  50            $   4.03            $  4.36            $   4.55         $   4.03           $  4.41
        55                  55                4.16               4.54                4.76             4.15              4.54
        55                  60                4.27               4.73                5.00             4.26              4.83

        60                  55                4.34               4.76                5.00             4.34              4.64
        60                  60                4.51               4.99                5.27             4.50              4.98
        60                  65                4.66               5.25                5.61             4.65              5.39

        65                  60                4.76               5.29                5.60             4.75              5.13
        65                  65                4.99               5.61                5.99             4.98              5.60
        65                  70                5.19               5.97                6.44             5.17              6.14

        70                  65                5.34               6.03                6.46             5.31              5.81
        70                  70                5.67               6.49                6.99             5.62              6.47
        70                  75                5.95               6.96                7.61             5.87              7.20

        75                  70                6.16               7.10                7.68             6.07              6.77
        75                  75                6.64               7.73                8.43             6.48              7.68
        75                  80                7.04               8.39                9.29             6.79              8.70
- --------------------------------------------------------------------------------------------------------------------------------

                                         Rates are based on mortality from 1983 Table a.

                            The rates assume the Annuitant is Female and the Second Annuitant is Male.

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


                                       35
<PAGE>



<TABLE>
<CAPTION>
                                                             OPTION 3

                                                    Life Income for Two Payees

                                         Amount of First Monthly Payment for Each $1,000
                                         After Deduction of any Charge for Premium Taxes

                                        (Annuitant is Male and Second Annuitant is Female)

                                Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

- --------------------------------------------------------------------------------------------------------------------------------
            Adjusted Ages
- ------------------- -------------------
                          Second
    Annuitant           Annuitant        Option 3a          Option 3b          Option 3c           Option 3d          Option 3e
- --------------------------------------------------------------------------------------------------------------------------------
        <S>                 <C>         <C>                   <C>                <C>              <C>                <C>

        55                  50          $    4.88             $  5.26            $   5.48         $     4.88         $     5.34
        55                  55               5.04                5.44                5.66               5.04               5.43
        55                  60               5.21                5.65                5.89               5.21               5.53

        60                  55               5.15                5.63                5.91               5.14               5.73
        60                  60               5.37                5.87                6.16               5.37               5.86
        60                  65               5.61                6.16                6.49               5.60               6.01

        65                  60               5.52                6.14                6.51               5.51               6.28
        65                  65               5.83                6.49                6.87               5.82               6.47
        65                  70               6.17                6.90                7.33               6.13               6.67

        70                  65               6.04                6.84                7.34               6.00               7.03
        70                  70               6.49                7.35                7.87               6.44               7.33
        70                  75               6.97                7.96                8.56               6.87               7.62

        75                  70               6.77                7.84                8.51               6.68               8.08
        75                  75               7.45                8.60                9.33               7.27               8.55
        75                  80               8.14                9.49               10.35               7.80               8.98
- --------------------------------------------------------------------------------------------------------------------------------

                                         Rates are based on mortality from 1983 Table a.

                            The rates assume the Annuitant is Male and the Second Annuitant is Female.

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


                                       36
<PAGE>



<TABLE>
<CAPTION>
                                                             OPTION 3

                                                    Life Income for Two Payees

                                         Amount of First Monthly Payment for Each $1,000
                                         After Deduction of any Charge for Premium Taxes

                                        (Annuitant is Female and Second Annuitant is Male)
                                Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

- --------------------------------------------------------------------------------------------------------------------------------
            Adjusted Ages
- ------------------- -------------------
                          Second
    Annuitant           Annuitant       Option 3a          Option 3b          Option 3c           Option 3d          Option 3e
- --------------------------------------------------------------------------------------------------------------------------------
        <S>                 <C>              <C>               <C>                 <C>                 <C>                <C>

        55                  50               $ 4.93            $ 5.27              $ 5.46              $4.93               $5.19
        55                  55                 5.04              5.44                5.66               5.04                5.43
        55                  60                 5.15              5.63                5.91               5.14                5.73

        60                  55                 5.21              5.65                5.89               5.21                5.53
        60                  60                 5.37              5.87                6.16               5.37                5.86
        60                  65                 5.52              6.14                6.51               5.51                6.28

        65                  60                 5.61              6.16                6.49               5.60                6.01
        65                  65                 5.83              6.49                6.87               5.82                6.47
        65                  70                 6.04              6.84                7.34               6.00                7.03

        70                  65                 6.17              6.90                7.33               6.13                6.67
        70                  70                 6.49              7.35                7.87               6.44                7.33
        70                  75                 6.77              7.84                8.51               6.68                8.08

        75                  70                 6.97              7.96                8.56               6.87                7.62
        75                  75                 7.45              8.60                9.33               7.27                8.55
        75                  80                 7.86              9.28               10.20               7.57                9.59
- --------------------------------------------------------------------------------------------------------------------------------

                                         Rates are based on mortality from 1983 Table a.

                            The rates assume the Annuitant is Female and the Second Annuitant is Male.

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


                                       37
<PAGE>



                       AETNA INSURANCE COMPANY OF AMERICA
                       Home Office: 151 Farmington Avenue
                                 P.O. Box 30670
                        Hartford, Connecticut 06150-0670
                                  (800)531-4547


             Group Variable, Fixed, or Combination Annuity Contract
                                Nonparticipating





























ALL PAYMENTS AND VALUES PROVIDED BY THE GROUP CONTRACT, WHEN BASED ON INVESTMENT
EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT. THIS CONTRACT CONTAINS A MARKET VALUE ADJUSTMENT FORMULA.
APPLICATION OF A MARKET VALUE ADJUSTMENT MAY RESULT IN EITHER AN INCREASE OR
DECREASE IN THE CURRENT VALUE. THE MARKET VALUE ADJUSTMENT FORMULA DOES NOT
APPLY TO A GUARANTEED TERM AT THE TIME OF ITS MATURITY.


                                       38


              -----------------------------------------------------------------
              Aetna Insurance Company of America
              Home Office: 151 Farmington Avenue
              P.O. Box 30670
              Hartford, Connecticut 06150-0670
              (800) 531-4547

              You may call the toll-free number shown above for answers to 
              questions or to resolve a complaint.

Individual Variable, Fixed Or Combination Annuity Contract (Nonparticipating)

Aetna Insurance Company of America (We or Us), a stock company, agrees to pay
benefits according to the terms and conditions set forth in this Contract.

Specifications
- --------------------------------------------------------------------------------
Plan
- --------------------------------------------------------------------------------
Type of Plan
- --------------------------------------------------------------------------------
Contract Holder
- --------------------------------------------------------------------------------
Contract Number
- --------------------------------------------------------------------------------
Effective Date


This Contract is delivered in 
and is subject to the laws and regulations of that state.

The variable features of the Contract are described in sections 6 and 12.

Right to Cancel
- --------------------------------------------------------------------------------
The Contract Holder may cancel this Contract within 10 days by returning it to
Us at the address shown above or to the person from whom it was purchased.
Within seven (7) days of the cancellation request, We will return the amount of
Purchase Payment(s) made plus any increase, or minus any decrease, on the Amount
allocated to the Separate Account.

Signed at the Home Office on the Effective Date.


                  /s/  Dan Kearney          /s/  Maria F. McKeon
                      President                    Secretary

ALL PAYMENTS AND VALUES PROVIDED BY THE CONTRACT, WHEN BASED ON INVESTMENT
EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT. THIS CONTRACT CONTAINS A MARKET VALUE ADJUSTMENT FORMULA.
APPLICATION OF A MARKET VALUE ADJUSTMENT MAY RESULT IN EITHER AN INCREASE OR
DECREASE IN THE CURRENT VALUE. THE MARKET VALUE ADJUSTMENT FORMULA DOES NOT
APPLY TO A GUARANTEED TERM AT THE TIME OF ITS MATURITY.


<PAGE>



Table of Contents

<TABLE>
<CAPTION>
                                                                                                     Page

<S>                                                                                                  <C>
Right to Cancel.......................................................................................1

Contract Schedule.....................................................................................4
   Separate Account...................................................................................4
   AICA Guaranteed Account (AG Guaranteed Account)....................................................4
   Separate Account and AG Account....................................................................4
   Fixed Annuity......................................................................................5

Section 1.  Definitions...............................................................................6

Section 2.  General Provisions........................................................................7
   The Contract.......................................................................................7
   Nonparticipating Contract..........................................................................8
   Misstatements and Adjustments......................................................................8
   Reports............................................................................................8
   Premium Taxes......................................................................................8
   Protection of Proceeds.............................................................................8
   Evidence of Survival...............................................................................8
   Proof of Age.......................................................................................8
   Change of Contract.................................................................................8

Section 3.  Ownership.................................................................................8
   Contract Holder Rights.............................................................................8
   Transfer of Ownership..............................................................................9

Section 4.  Beneficiary Provisions....................................................................9
   Beneficiary........................................................................................9
   Change of Beneficiary..............................................................................9
   Death of Beneficiary...............................................................................9

Section 5.  Purchase Payments.........................................................................9
   Purchase Payments..................................................................................9
   Allocation of Purchase Payments....................................................................9

Section 6.  Separate Account.........................................................................10
   General...........................................................................................10
   Investment Allocations to the Separate Account....................................................10
   Valuation of Assets...............................................................................10
   Accumulation Unit.................................................................................10
   Net Return Factor for Each Valuation Period.......................................................10
   Administrative Charge.............................................................................11
   Mortality Risk Charge.............................................................................11
   Expense Risk Charge...............................................................................11
   Mortality and Expense Guarantee...................................................................11

Section 7.  AG Account...............................................................................11
   AG Account Guaranteed Interest Rate...............................................................11
   Deposit Period....................................................................................11
   Guaranteed Term...................................................................................11
   Guaranteed Term(s) Groups.........................................................................12


                                       2

<PAGE>

   Maturity Date.....................................................................................12
   Allocation of Net Purchase Payments to the AG Account.............................................12
   AG Account Guaranteed Term Maturity Date and Maturity Value.......................................12
   Withdrawals and Transfers from the AG Account.....................................................12
   Reinvestment......................................................................................13
   AG Account Market Value Adjustment (Factor).......................................................13

Section 8.  Contract Value; Transfers and Withdrawals During the Accumulation Period.................14
   Contract Value....................................................................................14
   Transfers During the Accumulation Period..........................................................14
   Withdrawals During the Accumulation Period........................................................14
   Deferred Sales Charge.............................................................................15
   Waiver of Deferred Sales Charge...................................................................15
   Payment of Adjusted Contract Value................................................................15
   Systematic Withdrawal Option (SWO)................................................................15

Section 9.  Maintenance Charge.......................................................................16
   Maintenance Charge................................................................................16

Section 10.  Proceeds Payable on Death...............................................................16
   Death of the Contract Holder Prior to the Annuity Date............................................16
   Death Benefit Amount Prior to the Annuity Date....................................................16
   Death Benefit Payment Methods.....................................................................18
   Death of Contract Holder On or After the Annuity Date.............................................18
   Death of the Annuitant............................................................................19

Section 11.  Delay of Payments.......................................................................19
   Delay of Payments.................................................................................19

Section 12.  Annuity Provisions......................................................................19
   Designation of Annuitant..........................................................................19
   Terms of Annuity Options..........................................................................20
   Annuity Unit......................................................................................21
   Annuity Unit Value................................................................................21
   Annuity Net Return Factor.........................................................................21
   Annuity Options...................................................................................22
</TABLE>


                                        3
<PAGE>



Contract Schedule


Separate Account
- -------------------------------------------------------------------------------

Separate Account:                              Variable Account I

Charges to the               A daily charge is deducted from the assets of the 
Separate Account:            Separate Account. The deduction is the daily 
                             equivalent of the annual effective percentage shown
                             below:


                             (a) During the Accumulation Period:

                                 Administrative Charge                 0.15%
                                 Mortality Risk Charge                 0.35%
                                 Expense Risk Charge                   0.90%
                                 TOTAL Separate Account Charges 
                                 During Accumulation Period            1.40%

                             (b) During the Annuity Period

                                 Administrative Charge Not To Exceed   0.25%
                                 Mortality Risk Charge                 0.35%
                                 Expense Risk Charge                   0.90%
                                 TOTAL Maximum Separate Account 
                                 Charges During Annuity Period         1.50%

AICA Guaranteed Account (AG Guaranteed Account)
- -------------------------------------------------------------------------------

Minimum Guaranteed Interest Rate               3.0%
(effective annual rate of return):

Separate Account and AG Account
- -------------------------------------------------------------------------------

Minimum Initial Purchase Payment:              $1,500

Minimum Subsequent Purchase Payment:           $500 or $50 per month if paid by 
                                               an automatic check plan

Maximum Subsequent Purchase Payment:           $1,000,000 without home office 
                                               approval

Transfers:                                     We allow an unlimited number of
                                               transfers during the
                                               Accumulation Period. Twelve (12)
                                               transfers in any calendar year
                                               are free. Thereafter, We reserve
                                               the right to charge a transfer
                                               charge up to $10 for each
                                               subsequent transfer.

Maintenance Charge:                            The annual maintenance charge is
                                               $30. If the Contract Value is
                                               $50,000 or more on the date the
                                               maintenance charge is to be
                                               deducted, the maintenance charge
                                               is $0.


                                       4
<PAGE>

Deferred Sales Charge:      For each withdrawal from the Contract Value, a
                            deferred sales charge for each Net Purchase Payment
                            will be determined as follows:

                             Years from Receipt of            Deferred
                             Net Purchase Payment             Sales Charge

                                      0-1                         7%
                                      1-2                         6%
                                      2-3                         5%
                                      3-4                         4%
                                      4-5                         3%
                                      5-6                         2%
                                      6-7                         1%
                                      7+                          0%

Waiver of Deferred          Section 8.05 provides for the following:
Sales Charge:               

                            (c) At least 12 months after the date of the first
                                Purchase Payment in an amount equal to or less
                                than 15% of the Contract Value.

                            (d) For a full withdrawal where the Contract Value
                                does not exceed $2,500 and no withdrawals have
                                been taken from the Contract Value within the
                                prior 12 months.

Systematic Withdrawal       (a) Specified Payment - Maximum Percentage:   10%
Option:
                            (b) Specified Period - Minimum Period: 10 years

                            (c) Specified Percentage - Maximum Percentage: 10%

Death Benefit Factor:       4%

Death Benefit Maximum       There is no maximum death benefit amount.
Amount:                  

Death Benefit Maximum Age:  85 years

Fund for Allocation of      Federated Prime Money Fund II
Excess Guaranteed       
Death Benefit Value:

Latest Annuity Date:        The Contract Holder's 90th birthday.

Fixed Annuity
- ------------------------------------------------------------------------------

Minimum Guaranteed          3.0%
Interest Rate 
(effective annual rate 
of return):


                                       5
<PAGE>


Section 1.  Definitions
- -------------------------------------------------------------------------------

1.01      Accumulation Period - The period during which one or more Net Purchase
          Payments applied to the Contract accumulate to provide future Annuity
          payments.

1.02      Accumulation Unit - A measure of the net investment results for each
          variable investment option during the Accumulation Period. The
          Accumulation Units for the applicable Funds are used to calculate the
          portion of the Contract Value attributable to a Separate Account
          during the Accumulation Period.

1.03      Adjusted Contract Value - The Contract Value, plus or minus any
          aggregate AG Account Market Value Adjustment.

1.04      ALIAC Guaranteed Account (AG Account) - An investment option where We
          guarantee specified rate(s) of interest for specified periods of time.
          The AG Account is a separate account established by Us in accordance
          with the provisions of the Connecticut General Statutes Section
          38a-433. Contract Holders do not participate in the investment gain or
          loss from the assets held in the AG Account. Assets in the AG Account
          may be charged with liabilities arising out of any other business We
          may conduct.

1.05      Annuitant - The natural person on whose life an Annuity payment is
          based.

1.06      Annuity - A series of payments We make for life, a definite period or
          a combination of the two.

1.07      Annuity Date - The date on which Annuity payments commence.

1.08      Annuity Options - Annuity payment methods available during the Annuity
          Period.

1.09      Annuity Period - The period of time during which Annuity payments are
          made.

1.10      Annuity Unit - A measure of the net investment results for each
          variable investment option during the Annuity Period. Annuity Units
          are used to calculate the amount of each variable Annuity payment.

1.11      Beneficiary - The person(s) entitled to receive any death benefit
          under the Contract. Upon the death of a joint Contract Holder, the
          surviving joint Contract Holder, if any, is treated as the
          Beneficiary. Any other Beneficiary designation on record with Us at
          the time of death is treated as a contingent Beneficiary.

1.12      Contract Holder - The person who purchases a Contract. We reserve the
          right to limit ownership to natural persons. If more than one Contract
          Holder owns the Contract, each Contract Holder shall be a joint
          Contract Holder. Any joint Contract Holder must be the spouse of the
          other joint Contract Holder. Joint Contract Holders have joint
          ownership rights and both must authorize any exercising of those
          ownership rights unless otherwise allowed by Us. If the Contract is
          owned by a nonnatural person, the death benefit will be paid at the
          death of the Annuitant and a new Annuitant may not be named.


                                       6

<PAGE>

1.13      Contract Value - The dollar value as of any Valuation Period of all
          amounts accumulated in the Contract.

1.14      Contract - This agreement between the Contract Holder and Us.

1.15      Dollar Cost Averaging - A program that permits the Contract Holder to
          systematically transfer amounts from any of the Funds and the one-year
          guaranteed term of the AG Account to any of the Funds. Dollar Cost
          Averaging is not available if the Systematic Withdrawal Option is in
          effect.

1.16      Effective Date - The date the Contract is issued to the Contract
          Holder.

1.17      Fund - One of the variable investment options which may be selected by
          a Contract Holder.

1.18      General Account - The General Account is made up of all of our general
          assets other than those allocated to the Separate Accounts.

1.19      Home Office - Our headquarters, located at 151 Farmington Avenue,
          Hartford, CT 06156.

1.20      Market Value Adjustment - An adjustment that may apply to a withdrawal
          made from the AG Account before the end of a guaranteed term as stated
          in Section 7.10.

1.21      Net Purchase Payment - The Purchase Payment less premium taxes, if
          applicable.

1.22      Purchase Payment - The gross payment accepted by Us and allocated to
          the Contract. We reserve the right to refuse to accept any Purchase
          Payment at any time for any reason.

1.23      Separate Account - A separate account that buys and holds shares of
          the Fund(s). Income, gains or losses, realized or unrealized, are
          credited or charged to the Separate Account without regard to Our
          other income, gains or losses. We own the assets held in the Separate
          Account and are not a trustee as to such amounts. The Separate Account
          generally is not guaranteed and is held at market value. The name of
          the Separate Account is shown on the Contract Schedule. The assets of
          the Separate Account, to the extent of reserves and other Contract
          liabilities of the Separate Account, will not be charged with Our
          other liabilities.

1.24      Valuation Period - The period of time for which a Fund determines its
          net asset value, usually from 4:15 p.m. Eastern time each day the New
          York Stock Exchange is open until 4:15 p.m. the next such business
          day, or such other day that one or more of the Funds determines its
          net asset value. The assets of the Separate Account are not chargeable
          with the liabilities arising out of any other business We may conduct.

1.25      Variable Annuity Contract - An Annuity Contract providing for the
          accumulation of value and/or for Annuity payments which vary in amount
          based on investment results.

Section 2.  General Provisions
- -------------------------------------------------------------------------------

2.01      The Contract - The entire Contract consists of this Contract and any
          endorsements attached or subsequently issued.


                                       7

<PAGE>

2.02      Nonparticipating Contract - Neither the Contract Holder, nor any
          Beneficiary have a right to share in our earnings.

2.03      Misstatements And Adjustments - If We learn that the age of any
          Annuitant or second Annuitant is misstated, the correct age will be
          used to adjust payments. We reserve the right to request reimbursement
          or adjust future payments for any amount overpaid. We will pay the
          amount of any underpayment.

2.04      Reports - We furnish each Contract Holder with a report showing the
          Contract Value at least once each calendar year. We also furnish an
          annual report of the Separate Account.

2.05      Premium Taxes - Any premium taxes paid to any governmental entity are
          charged against Purchase Payments or the Contract Value. We may, at
          our sole discretion, pay premium taxes when due and deduct that amount
          from the Contract Value at a later date. Payment at an earlier date
          does not waive any right We may have to deduct amounts at a later
          date.

2.06      Protection of Proceeds - To the extent permitted by law, all payments
          under this Contract to a Contract Holder or Beneficiary shall be free
          from legal process and the claim of any creditor.

2.07      Evidence of Survival - The Company may require satisfactory evidence
          of the continued survival of any person(s) on whose life Annuity
          payments are based.

2.08      Proof of Age - The Company may require evidence of age of any
          Annuitant under Annuity Options 2 and 3 and of the designated second
          Annuitant under Annuity Option 3.

2.09      Change of Contract - We reserve the right to change the Contract, but
          only if a change is necessary to:

          (a) Make the Contract or the Separate Account comply with state or
              federal laws or regulations; or
          (b) Assure the continued qualified status of the Contract under the
              Code or other federal laws or regulations governing annuity
              contracts; or
          (c) Reflect a change in the operation of the Separate Account or the
              Funds; or
          (d) Provide additional funds; or
          (e) Withdraw Funds

          We will notify the Contract Holder in writing 30 days before any
          change becomes effective. When appropriate, we will endorse the
          Contract for the change.

Section 3.  Ownership
- -------------------------------------------------------------------------------

3.01      Contract Holder Rights - The Contract Holder has all interest and
          right to amounts held in his or her Contract. The Contract Holder and
          any joint Contract Holder are named on the Specifications page. The
          Contract Holder and any joint Contract Holder may exercise all the
          rights under the Contract, subject to the rights of: 

          (a) Any assignee under an assignment filed at our home office; and 
          (b) Any irrevocably named Beneficiary.


                                       8

<PAGE>

          Upon the death of a Contract Holder prior to the Annuity Date, a
          spousal Beneficiary may elect to continue the Contract in his or her
          own name and retain all ownership rights and privileges or take
          distribution of the death benefit as defined in Section 10.

3.02      Transfer of Ownership - A Contract Holder may transfer all of his or
          her rights under the Contract. We reserve the right not to accept an
          assignment or transfer to a nonnatural person. A written request,
          dated and signed by the Contract Holder and any joint Contract Holder,
          must be filed at our home office. After the transfer is recorded, it
          will take effect as of the date the request was signed. Any such
          transfer terminates the interest of any existing Contract Holder. It
          does not change the Beneficiary, nor transfer the Beneficiary's
          interest. A transfer will not affect any payments We may make or
          actions We may take before such transfer has been recorded at our home
          office.

Section 4.  Beneficiary Provisions
- ---------------------------------------  --------------------------------------

4.01      Beneficiary - The Contract Holder may name a Beneficiary and a
          contingent Beneficiary. At the death of the Contract Holder prior to
          the Annuity Date, the Beneficiary(ies) named in our records will
          receive a death benefit as stated in Section 10. Upon the death of
          either joint Contract Holder prior to the Annuity Date, the surviving
          joint Contract Holder, if any, will be treated as the designated
          Beneficiary and any other Beneficiary designation on record with Us at
          the time of death is treated as a contingent Beneficiary. If the
          Contract Holder is a nonnatural person, the death benefit will be paid
          at the death of the Annuitant.

4.02      Change of Beneficiary - The Contract Holder may change the
          Beneficiary. A written request, dated and signed by the Contract
          Holder, must be filed at our home office. If there are joint Contract
          Holders, both must sign the request. After the change is recorded, it
          will take effect as of the date the request was signed. If the request
          reaches our home office and is recorded after the Contract Holder
          dies, but before any payment is made, the change is valid.

4.03      Death of Beneficiary - If all of the Beneficiaries and contingent
          Beneficiaries die prior to the Contract Holder's death, We pay the
          death benefit in one sum to the Contract Holder's estate. If the
          Contract Holder is a nonnatural person, and all of the Beneficiaries
          and contingent Beneficiaries die prior to the Annuitant's death, We
          will pay the death benefit in one sum to the Contract Holder.

Section 5.  Purchase Payments
- -------------------------------------------------------------------------------

5.01      Purchase Payments - Subject to the maximum and minimum shown on the
          Contract Schedule, the Contract Holder may determine the amount and
          frequency of Purchase Payments. We reserve the right not to accept any
          Purchase Payment. We will declare from time to time the acceptability
          of additional Purchase Payments.

5.02      Allocation of Purchase Payments - The Contract Holder may elect to
          have each Net Purchase Payment accumulate:

          (a) On a variable basis invested in shares of one or more Funds in
              which the Separate Account invests;
          (b) For guaranteed terms offered in the current deposit period(s)
              under the AG Account; or
          (c) In a combination of any of the available investment options.


                                       9

<PAGE>

          Net Purchase Payments must be allocated in whole percentages. For
          subsequent Purchase Payments, if no allocation instructions are
          received with the Purchase Payment, the allocation will be as
          indicated in the most recent directive from the Contract Holder. If
          the same guaranteed term(s) are not available, the next shortest will
          be used. If no shorter guaranteed term is available, the next longer
          guaranteed term will be used.

Section 6.  Separate Account
- -------------------------------------------------------------------------------

6.01      General - The assets of the Separate Account, equal to the reserves
          and other Contract liabilities that depend on the investment
          performance of the Separate Account are not chargeable with
          liabilities arising out of any other business We may conduct. Income,
          gains or losses of the Separate Account, realized or unrealized, are
          credited to or charged against the assets of the Separate Account
          without regard to Our other income, gains or losses.

6.02      Investment Allocations to the Separate Account - The assets of the
          Separate Account are segregated by Fund, If the shares of any Fund are
          no longer available for investment by the Separate Account or if in
          our judgment, further investment in such shares should become
          inappropriate in view of the purpose of the Contract, We may cease to
          make such Fund shares available for investment under the Contract
          prospectively, or We may substitute shares of another Fund for shares
          already acquired. We may also, from time to time, add additional
          Funds. Any elimination, substitution or addition of Funds will be done
          in accordance with applicable state and federal securities laws. We
          reserve the right to substitute shares of another Fund for shares
          already acquired without a proxy vote.

6.03      Valuation Of Assets - The shares of the Funds will be valued at their
          net asset value at the end of each Valuation Period.

6.04      Accumulation Unit - A Net Purchase Payment that is allocated to one or
          more Funds is credited to the Contract as Accumulation Units. The
          number of Accumulation Units credited is determined by dividing the
          applicable portion of the Net Purchase Payment by the Accumulation
          Unit value for the appropriate Fund. The Accumulation Unit value used
          is that which is computed for the next Valuation Period after which
          the Purchase Payment is received at our home office. Accumulation
          Units attributable to the initial Purchase Payments will be credited
          within two business days of acceptance.

          Accumulation Unit values may increase or decrease from Valuation
          Period to Valuation Period.

6.05      Net Return Factor for Each Valuation Period - The value of an
          Accumulation Unit for any Valuation Period is calculated by
          multiplying the Accumulation Unit value for the immediately preceding
          Valuation Period by the net return factor of the appropriate Fund for
          the current period.

          The net return factor for each Fund is equal to 1.0000000 plus the net
          return rate.

          The net return rate equals:

          (a) The value of the shares of the Fund held by the Separate Account
              at the end of a Valuation Period; minus

          (b) The value of the shares of the Fund held by the Separate Account
              at the start of the Valuation Period; plus or minus


                                       10

<PAGE>

          (c) Taxes (or reserves for taxes) on the Separate Account (if any);
              divided by

          (d) The total value of the Funds(s) Accumulation Units and Fund(s)
              Annuity Units of the Separate Account at the start of the
              Valuation Period; minus

          (e) A daily actuarial charge as shown on the Contract Schedule for
              Annuity mortality and expense risks and profit and a daily
              administrative charge.

          The net return rate may be more or less than zero (0) percent.

          The value of a share of the Fund is equal to the net assets of the
          Fund divided by the number of shares outstanding.

6.06      Administrative Charge - We deduct an administrative charge equal, on
          an annual basis, to the amount shown on the Contract Schedule.

6.07      Mortality Risk Charge - We deduct a mortality risk charge equal, on an
          annual basis, to the amount shown on the Contract Schedule.

6.08      Expense Risk Charge - We deduct an expense risk charge equal, on an
          annual basis, to the amount shown on the Contract Schedule.

6.09      Mortality And Expense Guarantee - We guarantee that the dollar amount
          of each Annuity payment after the first will not be affected by
          variations in mortality or expense experience.

Section 7.  AG Account
- -------------------------------------------------------------------------------

7.01      AG Account Guaranteed Interest Rate - All amounts allocated to the AG
          Account earn a rate of interest that is guaranteed for a specified
          period of time. The rate will be credited daily and will never be less
          than the minimum guaranteed interest rate shown on the Contract
          Schedule. We determine the rate and it is not based on investment
          experience.

          For guaranteed terms of one year or less, one guaranteed interest rate
          is credited for the full guaranteed term. For longer guaranteed terms,
          an initial guaranteed interest rate is credited from the date of
          deposit to the end of a specified period within the guaranteed term.
          There may be different guaranteed interest rate(s) declared for
          subsequent specified time intervals throughout the guaranteed term.

7.02      Deposit Period - A calendar week, a calendar month, a calendar
          quarter, or any other period of time We specify during which Net
          Purchase Payment(s), transfers and reinvestments are accepted into the
          AG Account for one or more guaranteed terms. We reserve the right to
          extend the deposit period.

7.03      Guaranteed Term - The period of time for which AG Account guaranteed
          interest rates are guaranteed on Net Purchase Payments. Transfers and
          reinvestments are made into a current deposit period for the AG
          Account. Such period begins on the day following the close of the
          deposit period and ends on the designated Maturity Date. Guaranteed
          terms, if any, are offered at our discretion for various lengths of
          time ranging up to and including ten years.

          During a deposit period, We may make available any number of
          guaranteed terms. The Contract Holder may allocate Net Purchase
          Payments and transfers into any or all of the available guaranteed
          terms.


                                       11

<PAGE>

7.04      Guaranteed Term(s) Groups - All AG Account guaranteed term(s) with the
          same length of time from the close of the deposit period until the
          designated Maturity Date.

7.05      Maturity Date - The last day of a guaranteed term.

7.06      Allocation of Net Purchase Payments to the AG Account - When the
          Contract Holder wishes to allocate all or any portion of a Net
          Purchase Payment to the Guaranteed Account, he or she must tell Us the
          percentage to apply to one or more of the AG Account guaranteed
          term(s) available during the current deposit period. If no allocation
          instructions are received, a Net Purchase Payment is allocated as
          indicated in the most recent directive from the Contract Holder. If
          the same guaranteed term is not available for any amount allocated to
          the AG Account, We will allocate the amount to the next shortest
          guaranteed term available. If no shorter guaranteed term is available,
          We will allocate it to the next longest guaranteed term.

7.07      AG Account Guaranteed Term Maturity Date and Maturity Value - On the
          maturity date, the value of the total of all amounts allocated to that
          guaranteed term is called the maturity value.

          When the Contract Holder has assets in the AG Account, at least
          eighteen (18) days before a maturity date, We notify him or her of
          the: 

          (a) Projected maturity value; and 

          (b) Guaranteed terms and the applicable guaranteed interest rates 
              available during the current deposit period.

          When no allocation instructions are received and the assets in a
          guaranteed term have been reinvested by Us in another guaranteed term
          on the maturity date, the Contract Holder may transfer or withdraw,
          during the month following the maturity date, the reinvested amount
          with interest earned (as of the date the request is received at our
          home office) without incurring a Market Value Adjustment. This
          transaction is allowed only once for each maturity date, regardless of
          whether the transfer or withdrawal is partial or full.

7.08      Withdrawals and Transfers from the AG Account - When the Contract
          Holder requests a withdrawal or transfer from the AG Account, if
          instructions are not provided by the Contract Holder, amounts are
          withdrawn on a pro rata basis from the guaranteed term(s) groups in
          which the Contract is currently invested. Within a guaranteed term
          group, the amount to be withdrawn will be withdrawn first from the
          oldest deposit period. Withdrawals or transfers from an AG Account
          guaranteed term before the maturity date are subject to a Market Value
          Adjustment, except for:

          (a) A one month period following the maturity date described in 7.07;
          (b) Transfers under the Dollar Cost Averaging program; and
          (c) Withdrawals under the Systematic Withdrawal Option described in
              Section 8.07.

          Only a positive Market Value Adjustment will apply to amounts
          transferred from the AG Account when the Contract Holder elects
          Annuity Option 2 or 3.


                                       12
<PAGE>

7.09      Reinvestment - We will mail a notice to the Contract Holder before a
          guaranteed term's maturity date. This notice will contain the
          guaranteed terms available during the current deposit periods with
          their guaranteed interest rate(s) and projected maturity value. If no
          specific direction is given by the Contract Holder prior to the
          maturity date, each maturity value will be reinvested in the current
          deposit period for a guaranteed term of the same duration. If a
          guaranteed term of the same duration is unavailable, each matured term
          value will automatically be reinvested in the current deposit period
          for the next shortest guaranteed term available. If no shorter
          guaranteed term is available, the next longer guaranteed term will be
          used. We will mail a confirmation statement to the Contract Holder
          after the maturity date. This notice will state the guaranteed term
          and guaranteed interest rate(s) which will apply to the reinvested
          matured term value.

7.10      AG Account Market Value Adjustment (Factor) - The Market Value
          Adjustment factor (MVA factor) reflects any change in interest rates
          from the time assets are allocated to the AG Account to the time they
          are transferred or withdrawn. Except as noted in Sections 7.09, 10.02
          and 12.01, an MVA factor is applied to any amount withdrawn or
          transferred from the AG Account before the end of a guaranteed term.

          The amount withdrawn from the AG Account is multiplied by the MVA
          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.

          Determination of MVA factor parameters:

          A yield is computed at the close of the last business day of each week
          of the deposit period. The yield will equal the average of the yields
          on U.S. Treasury Notes which matured during the last three months of
          the applicable guaranteed term.

          The deposit period yield is the average of those yields for the
          deposit period. If withdrawal is made prior to the close of the
          deposit period, it is the average of those yields on each week
          preceding withdrawal.

          The current yield is the average of the yields on the last business
          day of the week preceding withdrawal on the same U.S. Treasury Notes
          included in the deposit period yield.

          If no U.S. Treasury Notes matured during the last three months of the
          guaranteed term, We reserve the right to use the average of the yields
          on U.S. Treasury Notes that mature during a following quarter.


                                       13

<PAGE>

Section 8.  Contract Value; Transfers And Withdrawals During The Accumulation 
            Period
- ------------------------------------------------------------------------------

8.01      Contract Value - The value of the Contract is determined by adding the
          value of the total of Accumulation Units attributed to the selected
          Fund(s) to the value of any amounts attributed to the AG Account.

8.02      Transfers During the Accumulation Period - Before the Annuity Date,
          the Contract Holder may transfer from any Fund or guaranteed term of
          the AG Account to:

          (a) Any other Fund; or
          (b) Any guaranteed term of the AG Account available in the current
              deposit period.

          Transfer requests can be submitted as a percentage or as a dollar
          amount. We may establish a minimum transfer amount. Within a
          guaranteed term group, the amount transferred is withdrawn first from
          the oldest deposit period, then from the next oldest, and so on until
          the amount requested is satisfied.

          The Contract Holder may make an unlimited number of transfers during
          the Accumulation Period. The number of free transfers allowed is shown
          on the Contract Schedule. Transfers in excess of that number may be
          subject to the transfer charge shown on the Contract Schedule.
          Transfers under the Dollar Cost Averaging program do not count toward
          the annual limit. Transfers of a matured term value from the AG
          Account on or within one calendar month after a guaranteed term's
          maturity date do not count against the annual transfer limit.

          Amounts applied to guaranteed terms of the AG Account may not be
          transferred to the Funds or to another guaranteed term during the
          deposit period or for 90 days after the close of the deposit period
          except for (1) matured term value(s) during the calendar month
          following the guaranteed term's maturity date; (2) amounts applied to
          an annuity option; (3) transfers from the one-year guaranteed term
          under the Dollar Cost Averaging program; and (4) amounts distributed
          under the Systematic Withdrawal Option.

          Except as noted in Section 7.09, 10.02 and 12.01, transfers from
          guaranteed terms of the AG Account before the Maturity Date are
          subject to a Market Value Adjustment.

8.03      Withdrawals During the Accumulation Period - The Contract Holder may
          withdraw all or a portion of the Contract Value during the
          Accumulation Period by properly completing a withdrawal request form.
          Withdrawal requests can be submitted as a percentage or as a specific
          dollar amount. Net Purchase Payment amounts are withdrawn first, and
          then the excess value, if any. For any partial withdrawal, if
          instructions are not provided by the Contract Holder, amounts are
          withdrawn on a pro rata basis from the Fund(s), and/or the guaranteed
          term(s) groups in which the Contract is currently invested. Within a
          guaranteed term group, the amount to be withdrawn will be withdrawn
          first from the oldest deposit period, then from the next oldest, and
          so on until the amount requested is satisfied.

          After deduction of the maintenance charge, if applicable, the
          withdrawn amount shall be reduced by the applicable deferred sales
          charge and any applicable premium taxes.


                                       14
<PAGE>

8.04      Deferred Sales Charge - The deferred sales charge only applies to the
          portion of the amount withdrawn attributable to Net Purchase
          Payment(s) and varies according to the elapsed time since receipt of
          the Purchase Payment. The deferred sales charge is shown on the
          Contract Schedule.

8.05      Waiver of Deferred Sales Charge - No deferred sales charge is deducted
          when the Contract Value is paid:

          (a) To a Beneficiary as a death benefit, except for Purchase Payments
              made by a surviving joint Contract Holder as described in Section
              10.02(b);
          (b) As a premium for an Annuity Option;
          (c) At least the number of months, as shown on the Contract Schedule,
              after the date of the first Purchase Payment and in an amount
              equal to or less than the percentage of the Contract Value as
              shown on the Contract Schedule. This applies to the first
              withdrawal request, partial or full, in a calendar year. The
              Contract Value is calculated as of the date the withdrawal request
              is received in good order at our home office. This Waiver is not
              available to the Contract Holder while a SWO is in effect;
          (d) For a full withdrawal where the Contract Value does not exceed the
              amount shown on the Contract Schedule and no withdrawals have been
              taken from the Contract within the prior 12 months;
          (e) For a distribution made by Us under Section 8.06; or
          (f) For a distribution which is part of a SWO under Section 8.07.

          We reserve the right to allow the proceeds of a total withdrawal to be
          reinstated under the terms and conditions as established by Us from
          time to time.

8.06      Payment of Adjusted Contract Value - Upon 90 day's written notice to
          the Contract Holder, We will terminate any Contract if the Contract
          Value becomes less than $1,500 immediately following any partial
          withdrawal. We do not intend to exercise this right in cases where the
          Contract Value is reduced to $1,500 or less solely due to investment
          performance. When We make a distribution pursuant to this provision,
          the deferred sales charge will not be deducted.

8.07      Systematic Withdrawal Option (SWO) - We will allow the Contract Holder
          to establish a schedule of withdrawals to be made automatically from
          the Contract Value. All distributed amounts will be withdrawn on a pro
          rata basis from the Fund(s) and/or the guaranteed term(s) groups of
          the AG Account in which the Contract is invested.

          The Contract Holder must elect one of the following SWO methods:

          (a) Specified Payment: Payments of a designated dollar amount. The
              annual amount may not be greater than the percentage of the
              Contract Value at time of the election as shown on the Contract
              Schedule. This annual dollar amount will remain constant. At our
              discretion, We may require a minimum payment amount; or

          (b) Specified Period: Payments which are made over a period of time
              which must be at least the minimum period as shown on the Contract
              Schedule. The annual amount paid each year is calculated by
              dividing the Contract Value as of December 31 of the prior year by
              the number of payment years remaining; or


                                       15

<PAGE>

          (c) Specified Percentage: Payment of a designated percentage which
              cannot be greater than the percentage of the Contract Value at the
              time of election as shown on the Contract Schedule. The percentage
              may be changed by written request. We reserve the right to limit
              the number of times the percentage may be changed. The annual
              amount is calculated by multiplying the Contract Value as of
              December 31 of the year prior to the payment by the designated
              percentage.

          SWO payments will cease at the Contract Holder's death (or if the
          Contract Holder is a nonnatural person, at the death of the
          Annuitant). A beneficiary may elect to continue SWO as provided in
          Section 10.01.

          In our discretion, We may require a minimum initial Contract Value for
          election of this option. SWO may be elected by submitting a completed
          and signed election form to Us. Once elected, this option may be
          revoked by submitting a written request to Us. SWO may be elected only
          once by the Contract Holder or by a spousal Beneficiary.

          The Contract Holder should consult his or her tax adviser prior to
          requesting this distribution option. We are not responsible for any
          adverse tax consequences due to the Contract Holder receiving SWO
          payments. A ten (10) percent penalty tax may apply to distributions to
          a Contract Holder who has not reached age 59 1/2. Upon death of the
          Contract Holder, any payments will be made under the terms of Section
          10.

          Dollar Cost Averaging is not available to Contract Holders who have
          elected SWO.

Section 9.  Maintenance Charge
- ----------------------------------------------------------------------------

9.01      Maintenance Charge - We will deduct an annual maintenance charge as
          shown in the Contract Schedule from the Contract during the
          Accumulation Period. We will deduct the maintenance charge on the
          anniversary of the Effective Date of the Contract. This maintenance
          charge is also deducted upon withdrawal of the entire Adjusted
          Contract Value. The maintenance charge is deducted proportionately
          from each investment option used.

Section 10.  Proceeds Payable on Death
- -----------------------------------------------------------------------------

10.01     Death of Contract Holder Prior to the Annuity Date - In the event of
          the death of the Contract Holder or a joint Contract Holder prior to
          the Annuity Date, a death benefit is payable to the Beneficiary(ies)
          designated by the Contract Holder. Upon the death of a joint Contract
          Holder, the surviving joint Contract Holder, if any, will be treated
          as the designated Beneficiary. Any other Beneficiary designation on
          record with Us at the time of death will be treated as a contingent
          Beneficiary. If the Contract Holder is a nonnatural person, the death
          benefit will be payable to the Beneficiary(ies) at the death of the
          Annuitant.

          A Beneficiary may request We pay the death benefit under one of the
          methods described in Section 10.03. If the Beneficiary is the spouse
          of the Contract Holder, or the spouse of the Annuitant if the Contract
          Holder is a nonnatural person, he or she may elect to continue the
          Contract in his or her own name and exercise all the Contract Holder
          rights under the Contract.

10.02     Death Benefit Amount Prior To The Annuity Date -


                                       16

<PAGE>

          (a) Except as set forth below, the amount of the guaranteed death
              benefit value is equal to the greater of: 

              (i)   The Contract Value at the end of the Valuation Period during
                    which We receive at our home office due proof of death and
                    election of the type of payment to be made; or

              (ii)  The death benefit determined as of the Valuation Period
                    corresponding to the date of death.

                    Until the first Effective Date anniversary, the death
                    benefit is equal to the Purchase Payments made by the
                    Contract Holder prior to the Effective Date anniversary less
                    any withdrawals and any amounts applied to an Annuity
                    Option.

                    For each Contract year thereafter, the death benefit during
                    the Contract year equals the death benefit at the beginning
                    of the Contract year plus Purchase Payments made during the
                    year less any withdrawals and any amounts applied to an
                    Annuity Option.

                    On each Effective Date anniversary, the death benefit is
                    determined as follows: 

                    (A)  The death benefit on the previous Effective Date
                         anniversary increased by the death benefit factor shown
                         on the Contract Schedule; plus

                    (B)  Purchase Payments made by the Contract Holder during
                         the Contract year increased by the death benefit factor
                         shown on the Contract Schedule for the portion of the
                         year since the Purchase Payment was made; less

                    (C)  Any withdrawals or amounts applied to an Annuity Option
                         during the Contract year increased by the death benefit
                         factor shown on the Contract Schedule for the portion
                         of the Contract year since the withdrawal or election
                         of Annuity option; or

              (iii) The Contract Value on the most recent seventh year
                    anniversary of the Effective Date plus any Purchase Payments
                    made after such Effective Date anniversary less any
                    withdrawals and any amounts applied to an Annuity Option.

          Notwithstanding the foregoing, the death benefit under (ii) or (iii)
          will not exceed the death benefit maximum amount shown on the Contract
          Schedule.

          The death benefit calculation described in (ii) and (iii) above,
          applies until the Contract Holder reaches the death benefit maximum
          age shown on the Contract Schedule. If the Contract Holder is a
          nonnatural person, death provisions will be based on the age of the
          Annuitant. Thereafter, the death benefit is only adjusted for Purchase
          Payments, withdrawals and amounts applied to Annuity Options. If the
          Contract Holder reaches the death benefit maximum age shown on the
          Contract Schedule prior to the seventh anniversary of the Effective
          Date, the death benefit will be the greater of (i) or (ii) above.

          The excess, if any, of the guaranteed death benefit value over the
          Contract Value is determined when we receive at our home office due
          proof of death and allocated to the Fund shown on the Contract
          Schedule. The Contract Value plus any excess amount deposited becomes
          the Contract Value.


                                       17

<PAGE>

          (b) In the case of a spousal Beneficiary who continued the Contract in
              his or her own name, the death benefit shall be equal to the
              Adjusted Contract Value less any applicable deferred sales charge
              on any Purchase Payment made after We have received at our home
              office due proof of death of the joint Contract Holder (or
              Annuitant, if applicable).

          When the Beneficiary withdraws or transfers all or any portion of the
          death benefit in the AG Account within six months after the date of
          death, the amount withdrawn or transferred from the AG Account will be
          the greater of:

          (1) The aggregate Market Value Adjustment amount (the amount resulting
              from the application of relevant Market Value Adjustment factors);
              or

          (2) The applicable portion of the Contract Value in the AG Account.

          After the six-month period, when the Beneficiary withdraws or
          transfers all or any portion of the death benefit in the AG Account,
          the amount will be equal to the aggregate Market Value Adjustment
          amount. Only a positive market value adjustment will apply, however,
          to amounts transferred from the AG Account when the Beneficiary elects
          Annuity Option 2 or 3.

          At the death of a spousal Beneficiary who continued the Contract in
          his or her own name, when the Beneficiary withdraws or transfers all
          or any portion of the death benefit in the AG Account, the amount will
          be equal to the Aggregate Market Value Adjustment amount.

10.03     Death Benefit Payment Methods - A non-spousal Beneficiary must elect
          the death benefit to be paid under one of the following methods in the
          event of the death of the Contract Holder prior to the Annuity Date:

          Method 1 - Lump sum payment of the death benefit; or

          Method 2 - The payment of the entire death benefit within five years
          of the date of the Contract Holder's death; or

          Method 3 - Payment of the death benefit over the lifetime of the
          designated Beneficiary or over a period not extending beyond the life
          expectancy of the designated Beneficiary with distribution beginning
          within one year of the date of death of the Contract Holder.

          Any portion of the death benefit not applied under Method 3 within one
          year of the date of Contract Holder's death, or the death of the
          Annuitant if the Contract Holder is a nonnatural person, must be
          distributed within five years of the date of death.

          A spousal Beneficiary may elect to continue the Contract in his or her
          name, elect a lump sum payment of the death benefit, or apply the
          Adjusted Contract Value to an Annuity Option.

10.04     Death of Contract Holder on or After the Annuity Date - If the
          Contract Holder who is not the Annuitant, dies on or after the Annuity
          Date, the remaining payments under the Annuity Option elected will be
          made to the Beneficiary at least as rapidly as under the method of
          distribution in effect at the Contract Holder's death.


                                       18

<PAGE>

10.05     Death of the Annuitant - If the Annuitant, who is not a Contract
          Holder, dies on or before the Annuity Date, a new Annuitant may be
          named. If no Annuitant is named, the Contract Holder will be the
          Annuitant. If the Contract Holder is a nonnatural person, the death
          benefit will be paid at the death of the Annuitant and no new
          Annuitant may be named. If the Annuitant dies after the Annuity Date,
          the death benefit, if any, will be payable to the Beneficiary as
          specified in the Annuity Option elected. We will require proof of the
          Annuitant's death. Death benefits will be paid at least as rapidly as
          under the method of distribution in effect at the Annuitant's death.

Section 11.  Delay Of Payments
- -------------------------------------------------------------------------------

11.01     Delay Of Payments - We will make any payments under this Contract
          within seven days after a request is received in good order. We
          reserve the right to suspend or postpone any type of payment from the
          Separate Account for any period when:

          (a) The New York Stock Exchange is closed for other than customary
              weekend and holiday closings;
          (b) Trading on the Exchange is restricted;
          (c) An emergency exists as a result of which it is not reasonably
              practicable to dispose of securities held in the Separate Account
              or determine their value; or
          (d) The Securities and Exchange Commission so permits delay for the
              protection of security holders.

          The applicable rules of the Securities and Exchange Commission will
          govern as to whether the conditions in (b) or (c) exist.

          We also reserve the right to delay any type of payment from the AG
          Account for up to six months.

Section 12.  Annuity Provisions
- -------------------------------------------------------------------------------

12.01     Designation of Annuitant - The Contract Holder and the Annuitant need
          not be the same person. The Contract Holder names the Annuitant and
          during the Accumulation Period, may change the designated Annuitant.
          We change the Annuitant when We receive a written request in good
          order at our home office. We will not change the Annuitant when
          Annuity payments have commenced.

          The Contract Holder elects an Annuity Option by telling Us to use all
          or any portion of the Contract Value (minus any applicable premium
          taxes if not previously deducted) to purchase Annuity payments under
          an Annuity Option. If the Contract Holder elects Annuity Option 1, the
          amount applied to purchase Annuity payments will be equal to the
          Adjusted Contract Value. If the Contract Holder elects Annuity Option
          2 or 3, the amount applied to purchase Annuity payments will be the
          greater of:

          (1) The Adjusted Contract Value; or
          (2) The Contract Value.

          When an Annuity option is chosen the Contract Holder must designate a:


                                       19

<PAGE>

          (a) Fixed Annuity using the General Account;
          (b) Variable Annuity using any of the Funds available during the
              Annuity Period; or
          (c) Combination of (a) and (b).

          If a fixed Annuity is chosen, We will calculate the amount using an
          interest assumption no less than the percentage specified on the
          Contract Schedule. We may calculate the amount using a higher interest
          rate.

          If a variable Annuity is chosen, an Assumed Annual Net Return Rate of
          5% may be chosen. If not chosen, We will use an Assumed Annual Net
          Return Rate of 3.5%

          Payments are made on a monthly basis to the Contract Holder unless the
          Contract Holder requests a different mode of payment.

          Once elected, an Annuity Option may not be revoked, except for Option
          1 when elected on a variable basis.

12.02     Terms of Annuity Options - The minimum first payment amount must be at
          least $50 per month and at least $250 per year.

          If the Contract Holder elects a fixed Annuity and We determine that
          the Contract Holder would receive larger payments by applying the
          Contract Value, reduced by the deferred sales charge, to a single
          premium immediate Annuity currently offered by Us, We will make the
          larger payments.

          We determine the first payment of a variable Annuity, or the payment
          amount of a fixed Annuity, using the Annuitant's (and second
          Annuitant's if applicable) adjusted age which We calculate as follows:

          (a) If Annuity payments begin any time between July 1, 1992 and
              December 31, 1999, the adjusted age is the Annuitant's age as of
              the birthday closest in time to the Annuity Date reduced by one
              (1) year.
          (b) If the Annuity begins any time between January 1, 2000 and
              December 31, 2009, the adjusted age is the Annuitant's age as of
              the birthday closest in time to the Annuity Date reduced by two
              (2) years.
          (c) For each succeeding decade, the adjusted age is the Annuitant's
              age as determined in (b), reduced by one additional year.

          The Annuity rates for Options 2 and 3 are based on mortality from 1983
          Table A.

          Assumed Annual Net Return Rate is the interest rate used to determine
          the amount of the first Annuity payment under a variable Annuity. The
          Separate Account must earn this rate plus enough to cover the
          mortality and expense risks charges (which may include profit) and
          administrative charges if future variable Annuity payments are to
          remain level.

          The Contract Holder must give written notice to Us at least 30 days
          before the Annuity payments begin, electing or changing:


                                       20

<PAGE>

          (a) The date on which Annuity payments are to begin;
          (b) The Annuity Option;
          (c) Whether the payments are to be made monthly, quarterly,
              semiannually or annually;
          (d) The investment options used to provide Annuity payments.

          The first Annuity payment may not be earlier than one (1) calendar
          year after the initial Purchase Payment, nor later than the later of
          the: 

          (a) First day of the month following the Annuitant's birthday shown on
              the Contract Schedule; or
          (b) Tenth anniversary of the last Purchase Payment. In lieu of the
              election of an Annuity, the Contract Holder may request a lump sum
              payment.

12.03     Annuity Unit - The number of Annuity Units per Fund is based on the
          amount of the first variable Annuity payment which is equal to:

          (a) The portion of the Contract Value (minus any premium taxes)
              applied to pay a variable Annuity; divided by,
          (b) 1000; multiplied by,
          (c) The payment rate for the Annuity Option chosen.

          Such amount, or portion, of the variable Annuity payment will be
          divided by the Annuity Unit value for the appropriate Fund on the
          tenth Valuation Period before the due date of the first payment to
          determine the number of each Fund's Annuity Units. The number of each
          Fund's Annuity Unit remains fixed. Each future payment is equal to the
          sum of the products of each Fund's Annuity Unit value multiplied by
          the appropriate number of units. The Fund's Annuity Unit value on the
          tenth Valuation Period prior to the due date of the payment is used.

12.04     Annuity Unit Value - For any Valuation Period, a Fund's Annuity Unit
          value is equal to:

          (a) The value for the previous Valuation Period; multiplied by,
          (b) The Annuity Net Return Factor for the Valuation Period; multiplied
              by,
          (c) A daily factor to reflect the Assumed Annual Net Return Rate (the
              factor for 3.5% per year is .9999058; for 5% per year it is
              .9998663).

          The dollar value of a Fund(s) Annuity Unit values and payments may go
          up or down due to investment gain or loss.

12.05     Annuity Net Return Factor - The Annuity net return factor is used to
          compute all Separate Account Annuity payments for any Fund.

          The Annuity net return factor(s) for each Fund is equal to 1.0000000
          plus the net return rate. The net return rate is equal to:


                                       21

<PAGE>

          (a) The value of the shares of the Fund held by the Separate Account
              at the end of a Valuation Period; minus,
          (b) The value of the shares of the Fund held by the Separate Account
              at the start of the Valuation Period; plus or minus,
          (c) Taxes (or reserves for taxes) on the Separate Account (if any);
              divided by
          (d) The total value of the Fund(s) Accumulation Units and Fund(s)
              Annuity Units of the Separate Account at the start of the
              Valuation Period; minus,
          (e) A daily actuarial charge as shown of the Contract Schedule for
              Annuity mortality and expense risks and profit and a daily
              administrative charge which will not exceed the administrative
              charge as shown on the Contract Schedule.

          The net return rate may be more or less than zero (o) percent,

          The value of a share of the Fund is equal to the net assets of the
          Fund divided by the number of shares outstanding.

12.06     Annuity Options

          Option 1 - Payments for a Stated Period of Time - An Annuity will be
          paid for the number of years chosen. The number of years must be at
          least 5 and not more than 30.

          If payments for this Annuity Option are made under a variable Annuity,
          the present value of any remaining payments may be withdrawn at any
          time.

          Option 2 - Life Income - An Annuity will be paid for the life of the
          Annuitant. If also chosen, We will guarantee payments for 60, 120,
          180, or 240 months.

          Option 3 - Life Income Based upon the Lives of Two Annuitants - An
          Annuity will be paid during the lives of the Annuitant and a second
          Annuitant. Payments will continue until both Annuitants have died.
          When this Annuity Option is chosen, a choice must be made of:

          (a) 100% of the payment to continue after the first death;
          (b) 66 2/3% of the payment to continue after the first death;
          (c) 50% of the payment to continue after the first death;
          (d) Payments for a minimum of 120 months with 100% of the payment to
              continue after the first death; or
          (e) 100% of the payment to continue at the death of the second
              Annuitant and 50% of the payment to continue at the death of the
              Annuitant.

          We may make other options available as allowed by law.


                                       22
<PAGE>




<TABLE>
<CAPTION>
                                                            OPTION 1

                                              Payments for a Stated Period of Time

                                        Amount of First Monthly Payment for Each $1,000
                                        After Deduction of Any Charge for Premium Taxes

                                Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

- --------------------- -------------------- -------------------- -------------------- --------------------- --------------------
       Years            Guaranteed Rate      Monthly Payment     Quarterly Payment   Semi-Annual Payment     Annual Payment
- --------------------- -------------------- -------------------- -------------------- --------------------- --------------------
         <S>                 <C>                 <C>                  <C>                 <C>                   <C>

          5                  3.00%               17.91                53.59               106.78                211.99
          6                  3.00%               15.14                45.30                90.27                179.22
          7                  3.00%               13.16                39.39                78.49                155.83
          8                  3.00%               11.68                34.96                69.66                138.31
          9                  3.00%               10.53                31.52                62.81                124.69
         10                  3.00%                9.61                28.77                57.33                113.82
         11                  3.00%                8.86                26.52                52.85                104.93
         12                  3.00%                8.24                24.65                49.13                 97.54
         13                  3.00%                7.71                23.08                45.98                 91.29
         14                  3.00%                7.26                21.73                43.29                 85.95
         15                  3.00%                6.87                20.56                40.96                 81.33
         16                  3.00%                6.53                19.54                38.93                 77.29
         17                  3.00%                6.23                18.64                37.14                 73.74
         18                  3.00%                5.96                17.84                35.56                 70.59
         19                  3.00%                5.73                17.13                34.14                 67.78
         20                  3.00%                5.51                16.50                32.87                 65.26
         21                  3.00%                5.32                15.92                31.72                 62.98
         22                  3.00%                5.15                15.40                30.68                 60.92
         23                  3.00%                4.99                14.92                29.74                 59.04
         24                  3.00%                4.84                14.49                28.88                 57.33
         25                  3.00%                4.71                14.09                28.08                 55.76
         26                  3.00%                4.59                13.73                27.36                 54.31
         27                  3.00%                4.47                13.39                26.68                 52.97
         28                  3.00%                4.37                13.08                26.06                 51.74
         29                  3.00%                4.27                12.79                25.49                 50.60
         30                  3.00%                4.18                12.52                24.95                 49.53
- --------------------- -------------------- -------------------- -------------------- --------------------- --------------------
</TABLE>


                                       23
<PAGE>



<TABLE>
<CAPTION>
                                                            OPTION 2

                                                          Life Income

                                        Amount of First Monthly Payment for Each $1,000
                                        After Deduction of Any Charge for Premium Taxes

                                Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

                                       Payments Guaranteed for a Stated Period of Months

- -----------------------------------------------------------------------------------------------------------------------------
Adjusted           None                      60                      120                       180                  240
 Age of     -----------------------------------------------------------------------------------------------------------------
Annuitant      Male       Female        Male       Female       Male       Female        Male       Female       Male   Female
- ------------------------------------------------------------------------------------------------------------------------------
      <S>      <C>         <C>          <C>         <C>         <C>         <C>         <C>          <C>         <C>     <C>

      50       $4.27       $3.90        $4.26       $3.90       $4.22       $3.89       $4.17        $3.86       $4.08   $3.82
      51        4.34        3.97         4.33        3.96        4.30        3.95        4.23         3.92        4.14    3.88
      52        4.43        4.03         4.41        4.03        4.37        4.01        4.30         3.98        4.20    3.93
      53        4.51        4.10         4.50        4.10        4.45        4.08        4.37         4.04        4.26    3.99
      54        4.60        4.18         4.59        4.17        4.54        4.15        4.45         4.11        4.32    4.04

      55        4.70        4.25         4.68        4.25        4.62        4.22        4.53         4.18        4.39    4.11
      56        4.80        4.34         4.78        4.33        4.72        4.30        4.61         4.25        4.45    4.17
      57        4.91        4.42         4.89        4.41        4.82        4.38        4.69         4.32        4.51    4.23
      58        5.03        4.52         5.00        4.51        4.92        4.47        4.78         4.40        4.58    4.30
      59        5.15        4.61         5.12        4.60        5.03        4.56        4.87         4.48        4.65    4.37

      60        5.28        4.72         5.25        4.70        5.14        4.66        4.96         4.57        4.71    4.44
      61        5.43        4.83         5.39        4.81        5.27        4.76        5.06         4.66        4.78    4.51
      62        5.58        4.95         5.53        4.93        5.39        4.87        5.16         4.75        4.84    4.58
      63        5.74        5.08         5.69        5.05        5.53        4.99        5.26         4.85        4.90    4.65
      64        5.91        5.21         5.85        5.18        5.66        5.10        5.36         4.95        4.96    4.72

      65        6.10        5.36         6.03        5.32        5.81        5.22        5.46         5.05        5.02    4.79
      66        6.30        5.51         6.21        5.47        5.96        5.36        5.56         5.16        5.08    4.86
      67        6.51        5.67         6.41        5.63        6.12        5.50        5.66         5.26        5.13    4.93
      68        6.73        5.85         6.62        5.80        6.28        5.65        5.77         5.37        5.18    5.00
      69        6.97        6.04         6.84        5.98        6.44        5.80        5.86         5.49        5.23    5.06

      70        7.23        6.25         7.07        6.18        6.61        5.97        5.96         5.60        5.27    5.12
      71        7.51        6.47         7.32        6.39        6.79        6.14        6.05         5.71        5.31    5.18
      72        7.80        6.71         7.58        6.62        6.96        6.32        6.14         5.83        5.34    5.23
      73        8.12        6.98         7.85        6.86        7.14        6.50        6.23         5.94        5.37    5.28
      74        8.46        7.26         8.14        7.12        7.32        6.69        6.31         6.04        5.40    5.32

      75        8.82        7.57         8.45        7.40        7.50        6.89        6.38         6.14        5.42    5.35
- ---------------------------------------------------------------------------------------------------------------------------------

                                        Rates are based on mortality from 1983 Table a.

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


                                       24
<PAGE>



<TABLE>
<CAPTION>
                                                            OPTION 3

                                                   Life Income for Two Payees

                                        Amount of First Monthly Payment for Each $1,000
                                        After Deduction of Any Charge for Premium Taxes

                                       (Annuitant is Male and Second Annuitant is Female)

                                Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

- ----------------------------------------------------------------------------------------------------------------------------------
            Adjusted Ages
- --------------------------------------
    Annuitant        Second Annuitant       Option 3a          Option 3b          Option 3c           Option 3d          Option 3e
- -----------------------------------------------------------------------------------------------------------------------------------
        <S>                 <C>               <C>              <C>                 <C>                <C>               <C>

        55                  50                $3.69            $4.05               $4.27              $3.69             $4.13
        55                  55                 3.88             4.25                4.47               3.87              4.25
        55                  60                 3.06             4.47                4.71               4.06              4.36

        60                  55                 3.99             4.44                4.71               3.98              4.55
        60                  60                 4.24             4.71                4.99               4.23              4.70
        60                  65                 4.49             5.01                5.32               4.48              4.85

        65                  60                 4.38             4.97                5.32               4.38              5.10
        65                  65                 4.72             5.33                5.70               4.71              5.32
        65                  70                 5.07             5.75                6.17               5.05              5.54

        70                  65                 4.93             5.68                6.15               4.91              5.86
        70                  70                 5.40             6.21                6.70               5.36              6.18
        70                  75                 5.89             6.82                7.40               5.81              6.49

        75                  70                 5.69             6.68                7.32               5.62              6.92
        75                  75                 6.37             7.45                8.15               6.23              7.40
        75                  80                 7.07             8.34                9.16               6.78              7.85
- ----------------------------------------------------------------------------------------------------------------------------------

                                        Rates are based on mortality from 1983 Table a.

                           The rates assume the Annuitant is Male and the Second Annuitant is Female.

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


                                       25
<PAGE>



<TABLE>
<CAPTION>
                                                            OPTION 3

                                                   Life Income for Two Payees

                                        Amount of First Monthly Payment for Each $1,000
                                        After Deduction of Any Charge for Premium Taxes

                                       (Annuitant is Female and Second Annuitant is Male)

                                Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

- ----------------------------------------------------------------------------------------------------------------------------------
            Adjusted Ages
- --------------------------------------
    Annuitant        Second Annuitant       Option 3a          Option 3b          Option 3c           Option 3d          Option 3e
- -----------------------------------------------------------------------------------------------------------------------------------
        <S>                 <C>               <C>              <C>                <C>                  <C>               <C>

        55                  50                $3.75            $4.07              $4.26                $3.75             $3.98
        55                  55                 3.88             4.25               4.47                 3.87              4.06
        55                  60                 3.99             4.44               4.71                 3.98              4.12

        60                  55                 4.06             4.47               4.71                 4.06              4.37
        60                  60                 4.24             4.71               4.99                 4.23              4.47
        60                  65                 4.38             4.97               5.32                 4.38              4.54

        65                  60                 4.49             5.01               5.32                 4.48              4.89
        65                  65                 4.72             5.33               5.70                 4.71              5.02
        65                  70                 4.93             5.68               6.15                 4.91              5.14

        70                  65                 5.07             5.75               6.17                 5.05              5.60
        70                  70                 5.40             6.21               6.70                 5.36              5.79
        70                  75                 5.69             6.68               7.32                 5.62              5.96

        75                  70                 5.89             6.83               7.40                 5.81              6.63
        75                  75                 6.37             7.45               8.15                 6.23              6.92
        75                  80                 6.78             8.11               8.99                 6.54              7.15
- -----------------------------------------------------------------------------------------------------------------------------------

                                        Rates are based on mortality from 1983 Table a.

                           The Rates Assume the Annuitant is Female and the Second Annuitant is Male.

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


                                       26
<PAGE>



<TABLE>
<CAPTION>
                                                            OPTION 1

                                              Payments for a Stated Period of Time

                                        Amount of First Monthly Payment for Each $1,000
                                        After Deduction of any Charge for Premium Taxes

                               Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

- ---------------------------------------------------------------------------------------------------------------------------
       Years            Guaranteed Rate      Monthly Payment     Quarterly Payment   Semi-Annual Payment     Annual Payment
- ---------------------------------------------------------------------------------------------------------------------------
         <S>                <C>                   <C>                  <C>                 <C>                   <C>

          5                 3.50%                 18.12                54.19               107.92                213.99
          6                 3.50%                 15.35                45.92                91.44                181.32
          7                 3.50%                 13.38                40.01                79.69                158.01
          8                 3.50%                 11.90                35.59                70.88                140.56
          9                 3.50%                 10.75                32.16                64.05                127.00
         10                 3.50%                  9.83                29.42                58.59                116.18
         11                 3.50%                  9.09                27.18                54.13                107.34
         12                 3.50%                  8.46                25.32                50.42                 99.98
         13                 3.50%                  7.94                23.75                47.29                 93.78
         14                 3.50%                  7.49                22.40                44.62                 88.47
         15                 3.50%                  7.10                21.24                42.31                 83.89
         16                 3.50%                  6.76                20.23                40.29                 79.89
         17                 3.50%                  6.47                19.34                38.51                 76.37
         18                 3.50%                  6.20                18.55                36.94                 73.25
         19                 3.50%                  5.97                17.85                35.54                 70.47
         20                 3.50%                  5.75                17.22                34.28                 67.98
         21                 3.50%                  5.56                16.65                33.15                 65.74
         22                 3.50%                  5.39                16.13                32.13                 63.70
         23                 3.50%                  5.24                15.66                31.19                 61.85
         24                 3.50%                  5.09                15.24                30.34                 60.17
         25                 3.50%                  4.96                14.85                29.56                 58.62
         26                 3.50%                  4.84                14.49                28.85                 57.20
         27                 3.50%                  4.73                14.15                28.19                 55.90
         28                 3.50%                  4.63                13.85                27.58                 54.69
         29                 3.50%                  4.53                13.57                27.02                 53.57
         30                 3.50%                  4.45                13.30                26.49                 52.53
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       27
<PAGE>



<TABLE>
<CAPTION>
                                                            OPTION 1

                                              Payments for a Stated Period of Time

                                        Amount of First Monthly Payment for Each $1,000
                                        After Deduction of any Charge for Premium Taxes

                               Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

- ---------------------------------------------------------------------------------------------------------------------------
       Years            Guaranteed Rate      Monthly Payment     Quarterly Payment   Semi-Annual Payment     Annual Payment
- ---------------------------------------------------------------------------------------------------------------------------
         <S>                <C>                   <C>                  <C>                 <C>                   <C>

          5                 5.00%                 18.74                56.00               111.33                219.98
          6                 5.00%                 15.99                47.77                94.96                187.64
          7                 5.00%                 14.02                41.90                83.30                164.59
          8                 5.00%                 12.56                37.52                74.58                147.35
          9                 5.00%                 11.42                34.11                67.81                133.99
         10                 5.00%                 10.51                31.40                62.42                123.34
         11                 5.00%                  9.77                29.19                58.03                114.66
         12                 5.00%                  9.16                27.36                54.38                107.45
         13                 5.00%                  8.64                25.81                51.31                101.39
         14                 5.00%                  8.20                24.50                48.69                 96.21
         15                 5.00%                  7.82                23.36                46.44                 91.75
         16                 5.00%                  7.49                22.37                44.47                 87.88
         17                 5.00%                  7.20                21.51                42.75                 84.48
         18                 5.00%                  6.94                20.74                41.23                 81.47
         19                 5.00%                  6.71                20.06                39.88                 78.80
         20                 5.00%                  6.51                19.46                38.68                 76.42
         21                 5.00%                  6.33                18.91                37.59                 74.28
         22                 5.00%                  6.17                18.42                36.62                 72.35
         23                 5.00%                  6.02                17.98                35.73                 70.61
         24                 5.00%                  5.88                17.57                34.93                 69.02
         25                 5.00%                  5.76                17.20                34.20                 67.57
         26                 5.00%                  5.65                16.87                33.53                 66.25
         27                 5.00%                  5.54                16.56                32.92                 65.04
         28                 5.00%                  5.45                16.28                32.35                 63.93
         29                 5.00%                  5.36                16.01                31.83                 62.90
         30                 5.00%                  5.28                15.77                31.35                 61.95
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       28
<PAGE>



<TABLE>
<CAPTION>
                                                            OPTION 2

                                                          Life Income

                                        Amount of First Monthly Payment for Each $1,000
                                        After Deduction of any Charge for Premium Taxes

                               Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

                                       Payments Guaranteed for a Stated Period of Months

- ----------------------------------------------------------------------------------------------------------------------------
Adjusted          None                    60                      120                     180                      240
 Age of    -----------------------------------------------------------------------------------------------------------------
Annuitant  Male       Female        Male       Female       Male       Female        Male       Female       Male   Female
- ----------------------------------------------------------------------------------------------------------------------------
  <S>    <C>        <C>          <C>          <C>         <C>          <C>        <C>          <C>         <C>     <C>

  50     $4.56      $4.20        $4.55        $4.19       $4.51        $4.18      $4.45        $4.15       $4.36   $4.11
  51      4.64       4.26         4.62         4.25        4.58         4.24       4.51         4.21        4.42    4.16
  52      4.72       4.32         4.70         4.32        4.66         4.30       4.58         4.26        4.48    4.21
  53      4.80       4.39         4.79         4.38        4.74         4.36       4.65         4.32        4.53    4.27
  54      4.89       4.46         4.87         4.46        4.82         4.43       4.73         4.39        4.59    4.32

  55      4.99       4.54         4.97         4.53        4.91         4.50       4.80         4.46        4.65    4.38
  56      5.09       4.62         5.07         4.61        5.00         4.58       4.88         4.53        4.72    4.44
  57      5.20       4.71         5.17         4.70        5.10         4.66       4.96         4.60        4.78    4.50
  58      5.32       4.80         5.29         4.79        5.20         4.75       5.05         4.68        4.84    4.57
  59      5.44       4.90         5.41         4.88        5.31         4.84       5.14         4.76        4.91    4.63

  60      5.57       5.00         5.53         4.99        5.42         4.93       5.23         4.84        4.97    4.70
  61      5.71       5.11         5.67         5.09        5.54         5.03       5.32         4.93        5.03    4.77
  62      5.86       5.23         5.81         5.21        5.66         5.14       5.42         5.02        5.09    4.84
  63      6.02       5.36         5.97         5.33        5.79         5.25       5.51         5.11        5.16    4.91
  64      6.20       5.49         6.13         5.46        5.93         5.37       5.61         5.21        5.21    4.98

  65      6.38       5.64         6.31         5.60        6.07         5.49       5.71         5.31        5.27    5.05
  66      6.58       5.79         6.49         5.75        6.22         5.63       5.81         5.41        5.32    5.12
  67      6.79       5.95         6.69         5.91        6.38         5.76       5.91         5.52        5.38    5.18
  68      7.02       6.13         6.89         6.08        6.53         5.91       6.01         5.63        5.42    5.25
  69      7.26       6.32         7.11         6.26        6.70         6.06       6.11         5.74        5.47    5.31

  70      7.52       6.53         7.35         6.45        6.86         6.23       6.20         5.85        5.51    5.37
  71      7.80       6.75         7.59         6.66        7.03         6.39       6.29         5.96        5.54    5.42
  72      8.09       6.99         7.85         6.89        7.21         6.57       6.38         6.07        5.57    5.47
  73      8.41       7.26         8.12         7.13        7.38         6.75       6.46         6.17        5.60    5.51
  74      8.75       7.54         8.41         7.39        7.55         6.94       6.53         6.28        5.63    5.55

  75      9.12       7.85         8.71         7.66        7.73         7.13       6.61         6.38        5.65    5.59
- -----------------------------------------------------------------------------------------------------------------------------


                                        Rates are based on mortality from 1983 Table a.

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


                                       29
<PAGE>



<TABLE>
<CAPTION>
                                                            OPTION 2

                                                          Life Income

                                        Amount of First Monthly Payment for Each $1,000
                                        After Deduction of any Charge for Premium Taxes

                               Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

                                       Payments Guaranteed for a Stated Period Of Months

- ----------------------------------------------------------------------------------------------------------------------------
Adjusted          None                    60                      120                     180                      240
 Age of    -----------------------------------------------------------------------------------------------------------------
Annuitant  Male       Female        Male       Female       Male       Female        Male       Female       Male   Female
- ----------------------------------------------------------------------------------------------------------------------------
  <S>     <C>        <C>          <C>         <C>          <C>         <C>         <C>         <C>         <C>     <C>

  50      $5.48      $5.12        $5.46       $5.11        $5.41       $5.09       $5.34       $5.06       $5.24   $5.01
  51       5.55       5.17         5.53        5.17         5.48        5.14        5.40        5.11        5.29    5.05
  52       5.63       5.23         5.61        5.23         5.55        5.20        5.46        5.16        5.34    5.10
  53       5.71       5.30         5.69        5.29         5.62        5.26        5.53        5.22        5.40    5.15
  54       5.80       5.37         5.77        5.36         5.70        5.33        5.60        5.27        5.45    5.20

  55       5.89       5.44         5.86        5.43         5.79        5.39        5.67        5.34        5.51    5.25
  56       5.99       5.52         5.96        5.51         5.87        5.47        5.74        5.40        5.56    5.31
  57       6.10       5.60         6.06        5.59         5.97        5.54        5.82        5.47        5.62    5.37
  58       6.21       5.69         6.17        5.67         6.06        5.62        5.90        5.54        5.68    5.42
  59       6.33       5.79         6.29        5.77         6.17        5.71        5.98        5.61        5.74    5.48

  60       6.46       5.89         6.41        5.87         6.28        5.80        6.06        5.69        5.79    5.55
  61       6.60       6.00         6.55        6.97         6.39        5.90        6.15        5.77        5.85    5.61
  62       6.75       6.11         6.69        6.08         6.51        6.00        6.24        5.86        5.91    5.67
  63       6.91       6.23         6.84        6.20         6.64        6.10        6.33        5.95        5.96    5.73
  64       7.09       6.37         7.00        6.33         6.77        6.22        6.42        6.04        6.02    5.80

  65       7.27       6.51         7.18        6.46         6.91        6.34        6.52        6.13        6.07    5.86
  66       7.47       6.66         7.36        6.61         7.05        6.46        6.61        6.23        6.12    5.92
  67       7.68       6.82         7.55        6.76         7.20        6.60        6.70        6.33        6.16    5.99
  68       7.91       7.00         7.76        6.93         7.35        6.74        6.80        6.43        6.21    6.04
  69       8.15       7.19         7.98        7.11         7.51        6.89        6.89        6.54        6.25    6.10

  70       8.41       7.39         8.21        7.30         7.67        7.04        6.97        6.64        6.28    6.15
  71       8.69       7.62         8.45        7.51         7.83        7.21        7.06        6.74        6.32    6.20
  72       8.99       7.86         8.70        7.73         8.00        7.38        7.14        6.85        6.35    6.25
  73       9.31       8.12         8.97        7.97         8.16        7.55        7.21        6.95        6.37    6.29
  74       9.65       8.41         9.26        8.23         8.33        7.73        7.29        7.04        6.39    6.33

  75      10.02       8.72         9.55        8.50         8.50        7.92        7.35        7.14        6.41    6.36
- ----------------------------------------------------------------------------------------------------------------------------


                                        Rates are based on mortality from 1983 Table a.

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


                                       30
<PAGE>



<TABLE>
<CAPTION>
                                                            OPTION 3

                                                   Life Income For Two Payees

                                        Amount of First Monthly Payment for Each $1,000
                                        After Deduction of any Charge for Premium Taxes

                                       (Annuitant is Male and Second Annuitant is Female)

                               Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

- ----------------------------------------------------------------------------------------------------------------------------------
            Adjusted Ages
- --------------------------------------
    Annuitant        Second Annuitant       Option 3a          Option 3b          Option 3c           Option 3d          Option 3e
- -----------------------------------------------------------------------------------------------------------------------------------
        <S>                 <C>               <C>                <C>              <C>                 <C>                 <C>

        55                  50                 $3.97             $4.35            $4.56               $3.97               $4.42
        55                  55                  4.16              4.54             4.76                4.15                4.54
        55                  60                  4.34              4.76             5.00                4.34                4.64

        60                  55                  4.27              4.73             5.00                4.26                4.83
        60                  60                  4.51              4.99             5.27                4.50                4.98
        60                  65                  4.76              5.29             5.60                4.75                5.13

        65                  60                  4.66              5.25             5.61                4.65                5.39
        65                  65                  4.99              5.61             5.99                4.98                5.60
        65                  70                  5.34              6.03             6.46                5.31                5.81

        70                  65                  5.19              5.97             6.44                5.17                6.14
        70                  70                  5.67              6.49             6.99                5.62                6.47
        70                  75                  6.16              7.10             7.68                6.07                6.77

        75                  70                  5.95              6.96             7.61                5.87                7.20
        75                  75                  6.64              7.73             8.43                6.48                7.68
        75                  80                  7.33              8.62             9.45                7.02                8.13
- -----------------------------------------------------------------------------------------------------------------------------------


                                        Rates are based on mortality from 1983 Table a.

                           The rates assume the Annuitant is Male and the Second Annuitant is Female.

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


                                       31
<PAGE>



<TABLE>
<CAPTION>
                                                            OPTION 3

                                                   Life Income for Two Payees

                                        Amount of First Monthly Payment for Each $1,000
                                        After Deduction of any Charge for Premium Taxes

                                       (Annuitant is Female and Second Annuitant is Male)

                               Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

- ----------------------------------------------------------------------------------------------------------------------------------
            Adjusted Ages
- --------------------------------------
    Annuitant        Second Annuitant       Option 3a          Option 3b          Option 3c           Option 3d          Option 3e
- -----------------------------------------------------------------------------------------------------------------------------------
        <S>                 <C>               <C>               <C>               <C>                  <C>                <C>

        55                  50                $4.03             $4.36             $4.55                $4.03              $4.41
        55                  55                 4.16              4.54              4.76                 4.15               4.54
        55                  60                 4.27              4.73              5.00                 4.26               4.83

        60                  55                 4.34              4.76              5.00                 4.34               4.64
        60                  60                 4.51              4.99              5.27                 4.50               4.98
        60                  65                 4.66              5.25              5.61                 4.65               5.39

        65                  60                 4.76              5.29              5.60                 4.75               5.13
        65                  65                 4.99              5.61              5.99                 4.98               5.60
        65                  70                 5.19              5.97              6.44                 5.17               6.14

        70                  65                 5.34              6.03              6.46                 5.31               5.81
        70                  70                 5.67              6.49              6.99                 5.62               6.47
        70                  75                 5.95              6.96              7.61                 5.87               7.20

        75                  70                 6.16              7.10              7.68                 6.07               6.77
        75                  75                 6.64              7.73              8.43                 6.48               7.68
        75                  80                 7.04              8.39              9.29                 6.79               8.70
- -----------------------------------------------------------------------------------------------------------------------------------

                                        Rates are based on mortality from 1983 Table a.

                           The rates assume the Annuitant is Female and the Second Annuitant is Male.

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


                                       32
<PAGE>



<TABLE>
<CAPTION>
                                                            OPTION 3

                                                   Life Income for Two Payees

                                        Amount of First Monthly Payment for Each $1,000
                                        After Deduction of any Charge for Premium Taxes

                                       (Annuitant is Male and Second Annuitant is Female)

                               Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

- ----------------------------------------------------------------------------------------------------------------------------------
            Adjusted Ages
- --------------------------------------
    Annuitant        Second Annuitant       Option 3a          Option 3b          Option 3c           Option 3d          Option 3e
- -----------------------------------------------------------------------------------------------------------------------------------
        <S>                 <C>             <C>                 <C>               <C>                  <C>                <C>

        55                  50              $4.88               $5.26             $5.48                $4.88              $5.34
        55                  55               5.04                5.44              5.66                 5.04               5.43
        55                  60               5.21                5.65              5.89                 5.21               5.53

        60                  55               5.15                5.63              5.91                 5.14               5.73
        60                  60               5.37                5.87              6.16                 5.37               5.86
        60                  65               5.61                6.16              6.49                 5.60               6.01

        65                  60               5.52                6.14              6.51                 5.51               6.28
        65                  65               5.83                6.49              6.87                 5.82               6.47
        65                  70               6.17                6.90              7.33                 6.13               6.67

        70                  65               6.04                6.84              7.34                 6.00               7.03
        70                  70               6.49                7.35              7.87                 6.44               7.33
        70                  75               6.97                7.96              8.56                 6.87               7.62

        75                  70               6.77                7.84              8.51                 6.68               8.08
        75                  75               7.45                8.60              9.33                 7.27               8.55
        75                  80               8.14                9.49             10.35                 7.80               8.98
- -----------------------------------------------------------------------------------------------------------------------------------

                                        Rates are based on mortality from 1983 Table a.

                           The rates assume the Annuitant is Male and the Second Annuitant is Female.

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


                                       33
<PAGE>



<TABLE>
<CAPTION>
                                                            OPTION 3

                                                   Life Income for Two Payees

                                        Amount of First Monthly Payment for Each $1,000
                                        After Deduction of any Charge for Premium Taxes

                                       (Annuitant is Female and Second Annuitant is Male)

                               Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

- ----------------------------------------------------------------------------------------------------------------------------------
            Adjusted Ages
- --------------------------------------
    Annuitant        Second Annuitant       Option 3a          Option 3b          Option 3c           Option 3d          Option 3e
- -----------------------------------------------------------------------------------------------------------------------------------
        <S>                 <C>             <C>                 <C>               <C>                  <C>                <C>

        55                  50              $4.93               $5.27             $5.46                $4.93              $5.19
        55                  55               5.04                5.44              5.66                 5.04               5.43
        55                  60               5.15                5.63              5.91                 5.14               5.73

        60                  55               5.21                5.65              5.89                 5.21               5.53
        60                  60               5.37                5.87              6.16                 5.37               5.86
        60                  65               5.52                6.14              6.51                 5.51               6.28

        65                  60               5.61                6.16              6.49                 5.60               6.01
        65                  65               5.83                6.49              6.87                 5.82               6.47
        65                  70               6.04                6.84              7.34                 6.00               7.03

        70                  65               6.17                6.90              7.33                 6.13               6.67
        70                  70               6.49                7.35              7.87                 6.44               7.33
        70                  75               6.77                7.84              8.51                 6.68               8.08

        75                  70               6.97                7.96              8.56                 6.87               7.62
        75                  75               7.45                8.60              9.33                 7.27               8.55
        75                  80               7.86                9.28             10.20                 7.57               9.59
- -----------------------------------------------------------------------------------------------------------------------------------

                                        Rates are based on mortality from 1983 Table a.

                           The rates assume the Annuitant is Female and the Second Annuitant is Male.

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


                                       34
<PAGE>


                                  [Aetna logo]

                       Aetna Insurance Company of America
                       Home Office: 151 Farmington Avenue
                                 P.O. Box 30670
                        Hartford, Connecticut 06150-0670
                                 (800) 531-4547


           Individual Variable, Fixed, or Combination Annuity Contract
                                Nonparticipating






ALL PAYMENTS AND VALUES PROVIDED BY THE CONTRACT, WHEN BASED ON INVESTMENT
EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT. THIS CONTRACT CONTAINS A MARKET VALUE ADJUSTMENT FORMULA.
APPLICATION OF A MARKET VALUE ADJUSTMENT MAY RESULT IN EITHER AN INCREASE OR
DECREASE IN THE CURRENT VALUE. THE MARKET VALUE ADJUSTMENT FORMULA DOES NOT
APPLY TO A GUARANTEED TERM AT THE TIME OF ITS MATURITY.


                                       35




                  Aetna Insurance Company of America
                  Home Office:  151 Farmington Avenue
                  P.O. Box 30670
                  Hartford, Connecticut  06150-0670
                  (800) 531-4547

                  You may call the toll-free number shown above for answers to 
                  questions or to resolve a complaint.

Aetna Insurance Company of America (We or Us), a stock company, agrees to pay
benefits according to the terms and conditions set forth in this Contract.

- -------------------------------------------------------------------------------
Certificate of Group Annuity Coverage

Aetna certifies that an account is established for you under the Group Annuity
Contract and Certificate numbers shown below.

This certificate describes Group Annuity Contract provisions. It replaces any
and all prior certificates or endorsements issued to you under the stated
Contract and Certificate numbers. This Certificate is for information only and
is not a part of the Contract.

The variable features of the Group Contract are described in sections 6 and 12.

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

The Certificate Holder may cancel the Certificate within ten (10) days of
receiving it by returning it to Us at the address above or the person from whom
it was purchased. Within seven (7) days of the cancellation request, We will
return the Certificate Holder's Purchase Payment(s) made plus any increase, or
minus any decrease on the amount allocated to the Separate Account.

Signed at the home office on the Effective Date.

       /s/ Dan Kearney      /s/ Maria F. McKeon
       President            Secretary

- ---------------------------------------------------------
Contract Holder           Group Annuity Contract Number

SPECIMEN                  SPECIMEN
SPECIMEN
- ---------------------------------------------------------
Certificate Holder        Certificate Number

SPECIMEN                  SPECIMEN
SPECIMEN
- ---------------------------------------------------------
Annuitant Name            Type of Plan

SPECIMEN                  SPECIMEN
SPECIMEN



<PAGE>



ALL PAYMENTS AND VALUES PROVIDED BY THE GROUP CONTRACT, WHEN BASED ON INVESTMENT
EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT. THIS CERTIFICATE CONTAINS A MARKET VALUE ADJUSTMENT
FORMULA. APPLICATION OF A MARKET VALUE ADJUSTMENT MAY RESULT IN EITHER AN
INCREASE OR DECREASE IN THE CURRENT VALUE. THE MARKET VALUE ADJUSTMENT FORMULA
DOES NOT APPLY TO A GUARANTEED TERM AT THE TIME OF ITS MATURITY.


                                       2
<PAGE>


Table of Contents

<TABLE>
<CAPTION>

                                                                                                                         Page
<S>                                                                                                                        <C>

Right to Cancel.............................................................................................................1


Contract Schedule...........................................................................................................5

          Separate Account..................................................................................................5
          AICA Guaranteed Account (AG Account)..............................................................................5
          Separate Account and AG Account...................................................................................5
          Fixed Annuity.....................................................................................................7

Section 1. Definitions......................................................................................................8


Section 2.  General Provisions.............................................................................................10

          The Contract.....................................................................................................10
          Certificates.....................................................................................................10
          Nonparticipating Contract........................................................................................10
          Misstatements and Adjustments....................................................................................10
          Reports..........................................................................................................10
          Premium Taxes....................................................................................................10
          Protection of Proceeds...........................................................................................10
          Evidence of Survival.............................................................................................11
          Proof of Age.....................................................................................................11
          Change of Contract...............................................................................................11

Section 3.  Ownership......................................................................................................12

          Group Contract Holder............................................................................................12
          Certificate Holder Rights........................................................................................12
          Transfer of Ownership............................................................................................12

Section 4.  Beneficiary Provisions.........................................................................................12

          Beneficiary......................................................................................................12
          Change of Beneficiary............................................................................................13
          Death of Beneficiary.............................................................................................13

Section 5. Purchase Payments...............................................................................................13

          Purchase Payments................................................................................................13
          Allocation of Purchase Payments..................................................................................13

Section 6.  Separate Account...............................................................................................13

          General..........................................................................................................13
          Investment Allocations to the Separate Account...................................................................14
          Valuation of Assets..............................................................................................14
          Accumulation Unit................................................................................................14
          Net Return Factor for Each Valuation Period......................................................................14
          Administrative Charge............................................................................................15
          Mortality Risk Charge............................................................................................15
          Expense Risk Charge..............................................................................................15
          Mortality and Expense Guarantee..................................................................................15


                                       3
<PAGE>

                                                                                                                         Page

Section 7. AG Account......................................................................................................15

          AG Account Guaranteed Interest Rate..............................................................................15
          Deposit Period...................................................................................................15
          Guaranteed Term..................................................................................................15
          Guaranteed Term(s) Groups........................................................................................15
          Maturity Date....................................................................................................15
          Allocation of Net Purchase Payments to the AG Guaranteed Account.................................................16
          AG Account Guaranteed Term Maturity Date and Maturity Value......................................................16
          Withdrawals from the AG Account..................................................................................16
          Reinvestment.....................................................................................................17
          AG Account Market Value Adjustment (Factor)......................................................................17

Section 8. Certificate Holder's Account Value; Transfers and Withdrawals
     During the Accumulation Period........................................................................................18

          Certificate Holder's Account Value...............................................................................18
          Transfers During the Accumulation Period.........................................................................18
          Withdrawals During the Accumulation Period.......................................................................19
          Deferred Sales Charge............................................................................................19
          Waiver of Deferred Sales Charge..................................................................................19
          Payment of Adjusted Certificate Holder Account Value.............................................................19
          Systematic Withdrawal Option (SWO)...............................................................................20

Section 9.  Maintenance Charge.............................................................................................21

          Maintenance Charge...............................................................................................21

Section 10.  Proceeds Payable on Death.....................................................................................21

          Death of the Certificate Holder Prior to the Annuity Date........................................................21
          Death Benefit Amount Prior to the Annuity Date...................................................................21
          Death Benefit Payment Methods....................................................................................23
          Death of Certificate Holder On or After the Annuity Date.........................................................23
          Death of the Annuitant...........................................................................................23

Section 11.  Delay of Payments.............................................................................................24

          Delay of Payments................................................................................................24

Section 12.  Annuity Provisions............................................................................................24

          Designation of Annuitant.........................................................................................24
          Terms of Annuity Options.........................................................................................25
          Annuity Unit.....................................................................................................26
          Annuity Unit Value...............................................................................................26
          Annuity Net Return Factor........................................................................................26
          Annuity Options..................................................................................................27
</TABLE>


                                       4
<PAGE>


Contract Schedule

Separate Account
- -----------------------------------------------------------------------------

Separate Account:    Variable Account B

Charges to the       A daily charge is deducted from the assets of the Separate 
Separate Account:    Account. The deduction is the daily equivalent of the 
                     annual effective percentage shown below:

                     (a)    During the Accumulation Period:

                            Administrative Charge                      0.15%
                            Mortality Risk Charge                      0.35%
                            Expense Risk Charge                        0.90%
                            TOTAL Separate Account Charges 
                            During Accumulation Period                 1.40%

                     (b)    During the Annuity Period

                            Administrative Charge Not To Exceed        0.25%
                            Mortality Risk Charge                      0.35%
                            Expense Risk Charge                        0.90%
                            TOTAL Maximum Separate Account Charges
                            During Annuity Period                      1.50%

AICA Guaranteed Account (AG Guaranteed Account)
- ------------------------------------------------------------------------------

Minimum Guaranteed       3.0% 
Interest Rate 
(effective annual rate 
of return):

Separate Account and AG Account
- -------------------------------------------------------------------------------

Minimum Initial        $1,500
Purchase Payment:

Minimum Subsequent     $500 or $50 per month if paid by an automatic check plan
Purchase Payment:

Maximum Subsequent     $1,000,000 without home office approval
Purchase Payment:

Transfers:            We allow an unlimited number of transfers during the 
                      Accumulation Period.  Twelve (12) transfers in any 
                      calendar year are free.  Thereafter, We reserve the right 
                      to charge a transfer charge up to $10 for each subsequent 
                      transfer.


                                       5

<PAGE>

Maintenance Charge:   The annual maintenance charge is $30.  If the Certificate
                      Holder's Account is $50,000 or more on the date the 
                      maintenance charge is to be deducted, the maintenance 
                      charge is $0.

Deferred Sales        For each withdrawal from a Certificate Holder's Account, a
Charge:               deferred sale charge for each Net Purchase Payment will be
                      determined as follows:

                      Years from Receipt of                  Deferred
                      Net Purchase Payment                   Sales Charge

                            0-1                                  7%
                            1-2                                  6%
                            2-3                                  5%
                            3-4                                  4%
                            4-5                                  3%
                            5-6                                  2%
                            6-7                                  1%
                            7+                                   0%

Waiver of Deferred    Section 8.05 provides for the following:
Sales Charge:
                      (c) At least 12 months after the date of the first
                          Purchase Payment in an amount equal to or less than
                          15% of the Certificate Holder's Account Value.

                      (d) For a full withdrawal where the Certificate Holder's
                          Account Value does not exceed $2,500 and no
                          withdrawals have been taken from the Certificate
                          Holder's Account within the prior 12 months.

Systematic            (a) Specified Payment - Maximum Percentage:      10%
Withdrawal Option:    
                      (b) Specified Period - Minimum Period:           10 years

                      (c) Specified Percentage - Maximum Percentage:   10%

Death Benefit Factor: 4%

Death Benefit         There is no maximum death benefit amount.
Maximum Amount:

Death Benefit         85 years
Maximum Age:

Fund for Allocation   Federated Prime Money Fund II
of Excess Guaranteed
Death Benefit Value:


                                       6

<PAGE>

Latest Annuity Date:  The Certificate Holder's 90th birthday.

Fixed Annuity
- -------------------------------------------------------------------------------

Minimum Guaranteed                      3.0%
Interest Rate
(effective annual rate
of return):


                                       7
<PAGE>



Section 1. Definitions
- -------------------------------------------------------------------------------

1.01      Accumulation Period - The period during which one or more Net Purchase
          Payments applied to a Certificate Holder's Account accumulate to
          provide future Annuity payments.

1.02      Accumulation Unit - A measure of the net investment results for each
          variable investment option during the Accumulation Period. The
          Accumulation Units for the applicable Funds are used to calculate the
          portion of a Certificate Holder's Account Value attributable to a
          Separate Account during the Accumulation Period.

1.03      Adjusted Certificate Holder Account Value - The Certificate Holder's
          Account Value, plus or minus any aggregate AG Account Market Value
          Adjustment.

1.04      AICA Guaranteed Account (AG Account) - An investment option where We
          guarantee specified rate(s) of interest for specified periods of time.
          The AG Account is a separate account established by Us in accordance
          with the provisions of the Connecticut General Statutes Section
          38a-433. Certificate Holders do not participate in the investment gain
          or loss from the assets held in the AG Account. Assets in the AG
          Account may be charged with liabilities arising out of any other
          business We may conduct.

1.05      Annuitant - The natural person on whose life an Annuity payment is
          based.

1.06      Annuity - A series of payments We make for life, a definite period or
          a combination of the two.

1.07      Annuity Date - The date on which Annuity payments commence.

1.08      Annuity Options - Annuity payment methods available during the Annuity
          Period.

1.09      Annuity Period - The period of time during which Annuity payments are
          made.

1.10      Annuity Unit - A measure of the net investment results for each
          variable investment option during the Annuity Period. Annuity Units
          are used to calculate the amount of each variable Annuity payment.

1.11      Beneficiary - The person(s) entitled to receive any death benefit
          under the Certificate Holder's Account. Upon the death of a joint
          Certificate Holder, the surviving joint Certificate Holder, if any, is
          treated as the Beneficiary. Any other Beneficiary designation on
          record with Us at the time of death is treated as a contingent
          Beneficiary.

1.12      Certificate - The document issued to a Certificate Holder to evidence
          a Certificate Holder's Account established under the group Contract.


                                       8

<PAGE>

1.13      Certificate Holder - A person who has established a Certificate
          Holder's Account under a group Contract. We reserve the right to limit
          ownership to natural persons. If more than one Certificate Holder owns
          an Account, each Certificate Holder shall be a joint Certificate
          Holder. Any joint Certificate Holder must be the spouse of the other
          joint Certificate Holder. Joint Certificate Holders have joint
          ownership rights and both must authorize any exercising of those
          ownership rights unless otherwise allowed by Us. If the Certificate
          Holder's Account is owned by a nonnatural person, the death benefit
          will be paid at the death of the Annuitant and a new Annuitant may not
          be named.

1.14      Certificate Holder's Account - A record We establish for each
          Certificate Holder to maintain values under a group Contract.

1.15      Certificate Holder's Account Value - The dollar value as of any
          Valuation Period of all amounts accumulated in a Certificate Holder's
          Account.

1.16      Contract - This agreement between the Group Contract Holder and Us.

1.17      Dollar Cost Averaging - A program that permits the Certificate Holder
          to systematically transfer amounts from any of the Funds and the
          one-year guaranteed term of the AG Account to any of the Funds. Dollar
          Cost Averaging is not available if the Systematic Withdrawal Option is
          in effect.

1.18      Effective Date - The date a Certificate is issued to a Certificate
          Holder.

1.19      Fund - One of the variable investment options which may be selected by
          a Certificate Holder.

1.20      General Account - The General Account is made up of all of our general
          assets other than those allocated to the separate accounts.

1.21      Group Contract Holder - The entity to which a group Contract is
          issued.

1.22      Home Office - Our headquarters, located at 151 Farmington Avenue,
          Hartford, CT 06156.

1.23      Market Value Adjustment - An adjustment that may apply to a withdrawal
          made from the AG Account before the end of a guaranteed term as stated
          in Section 7.10.

1.24      Net Purchase Payment - The Purchase Payment less premium taxes, if
          applicable.

1.25      Purchase Payment - The gross payment accepted by Us and allocated to
          the Certificate Holder's Account. We reserve the right to refuse to
          accept any Purchase Payment at any time for any reason.


                                       9

<PAGE>

1.26      Separate Account - A separate account that buys and holds shares of
          the Fund(s). Income, gains or losses, realized or unrealized, are
          credited or charged to the Separate Account without regard to Our
          other income, gains or losses. We own the assets held in the Separate
          Account and are not a trustee as to such amounts. The Separate Account
          generally is not guaranteed and is held at market value. The name of
          the Separate Account is shown on the Contract Schedule. The assets of
          the Separate Account, to the extent of reserves and other Contract
          liabilities of the Separate Account, will not be charged with Our
          other liabilities.

1.27      Valuation Period - The period of time for which a Fund determines its
          net asset value, usually from 4:15 p.m. Eastern time each day the New
          York Stock Exchange is open until 4:15 p.m. the next such business
          day, or such other day that one or more of the Funds determines its
          net asset value. The assets of the Separate Account are not chargeable
          with the liabilities arising out of any other business We may conduct.

1.28      Variable Annuity Contract - An Annuity Contract providing for the
          accumulation of value and/or for Annuity payments which vary in amount
          based on investment results.

Section 2.  General Provisions
- -------------------------------------------------------------------------------

2.01      The Contract - The entire Contract consists of this Contract and any
          endorsements attached or subsequently issued.

2.02      Certificates - A Certificate is issued to each Certificate Holder
          whose Purchase Payment(s) is accepted by Us. The Certificate evidences
          a Certificate Holder's Account established under the Contract.
          Certificates are not part of the Contract.

2.03      Nonparticipating Contract - Neither the Group Contract Holder,
          Certificate Holder nor any Beneficiary have a right to share in our
          earnings.

2.04      Misstatements and Adjustments - If We learn that the age of any
          Annuitant or second Annuitant is misstated, the correct age will be
          used to adjust payments. We reserve the right to request reimbursement
          or adjust future payments for any amount overpaid. We will pay the
          amount of any underpayment.

2.05      Reports - We furnish each Certificate Holder with a report showing the
          Certificate Holder's Account Value at least once each calendar year.
          We also furnish an annual report of the Separate Account.

2.06      Premium Taxes - Any premium taxes paid to any governmental entity are
          charged against Purchase Payments or a Certificate Holder's Account.
          We may, at our sole discretion, pay premium taxes when due and deduct
          that amount from the Certificate Holder's Account at a later date.
          Payment at an earlier date does not waive any right We may have to
          deduct amounts at a later date.

2.07      Protection of Proceeds - To the extent permitted by law, all payments
          under this Contract to a Certificate Holder or Beneficiary shall be
          free from legal process and the claim of any creditor.


                                       10

<PAGE>

2.08      Evidence of Survival - The Company may require satisfactory evidence
          of the continued survival of any person(s) on whose life Annuity
          payments are based.

2.09      Proof of Age - The Company may require evidence of age of any
          Annuitant under Annuity Options 2 and 3 and of the designated second
          Annuitant under Annuity Option 3.

2.10      Change of Contract - Only our authorized officers may change the terms
          of this Contract. We will notify the Group Contract Holder in writing
          at least 30 days before the effective date of any change. Any change
          will not affect the amount or terms of any Annuity which begins before
          the change.

          We may make any change that affects the AG Account Market Value
          Adjustment with at least thirty (30) days' advance written notice to
          the Group Contract Holder and the Certificate Holder. Any such change
          shall become effective for any new guaranteed term and will apply to
          all present and future Certificate Holders' Accounts.

          We reserve the right to change the terms of the Systematic Withdrawal
          Option for future elections and discontinue the availability of this
          option.

          Any change to any of the following provisions under this Contract will
          not apply to Certificate Holder's Accounts in existence before the
          effective date of the change:

          (a)      Net Purchase Payment (1.24)
          (b)      AG Account Guaranteed Interest Rate (7.01)
          (c)      Net Return Factor (6.05)
          (d)      Certificate Holder's Account Value (1.15)
          (e)      Deferred Sales Charge (8.04)
          (f)      Annuity Unit Value (12.04)
          (g)      Annuity Options (12.06)
          (h)      Fixed Annuity Interest Rates (12.01)
          (i)      Transfers (8.02).

          Any change that affects the Annuity Option and the tables for the
          Annuity Options may be made:

          (a) No earlier than twelve (12) months after the Effective Date; and
          (b) No earlier than twelve (12) months after the effective date of any
              prior change.

          Any Certificate Holder's Account established on or after the effective
          date of any change will be subject to the change. If the Group
          Contract Holder does not agree to any change under this provision, We
          reserve the right to not allow any new Certificate Holder's Accounts
          to be established under this Contract. This Contract may also be
          changed as deemed necessary by Us to comply with federal or state law.


                                       11

<PAGE>

Section 3.  Ownership
- -------------------------------------------------------------------------------

3.01      Group Contract Holder - The Group Contract Holder has title to the
          Contract. The Contract and any amounts accumulated thereunder are not
          subject to the claims of the Group Contract Holder nor any of its
          creditors.

3.02      Certificate Holder Rights - The Certificate Holder has all interest
          and right to amounts held in his or her Certificate Holder's Account.
          The Certificate Holder and any joint Certificate Holder are named on
          the Specifications page. The Certificate Holder and any joint
          Certificate Holder may exercise all the rights under the Certificate
          Holder's Account, subject to the rights of:

          (a) Any assignee under an assignment filed at our home office; and
          (b) Any irrevocably named Beneficiary.

          Upon the death of a Certificate Holder prior to the Annuity Date, a
          spousal Beneficiary may elect to continue the Certificate Holder's
          Account in his or her own name and retain all ownership rights and
          privileges or take distribution of the death benefit as defined in
          Section 10.

3.03      Transfer of Ownership - The Group Contract Holder may transfer
          ownership of this Contract. A written request, dated and signed, must
          be filed at our home office.

          Any transfer of ownership terminates the interest of any existing
          Group Contract Holder. It does not change the rights of any
          Certificate Holder.

          A Certificate Holder may transfer all of his or her rights under the
          Contract. We reserve the right not to accept an assignment or transfer
          to a nonnatural person. A written request, dated and signed by the
          Certificate Holder and any joint Certificate Holder, must be filed at
          our home office. After the transfer is recorded, it will take effect
          as of the date the request was signed. Any such transfer terminates
          the interest of any existing Certificate Holder. It does not change
          the Beneficiary, nor transfer the Beneficiary's interest. A transfer
          will not affect any payments We may make or actions We may take before
          such transfer has been recorded at our home office.


Section 4.  Beneficiary Provisions
- --------------------------------------------------------------------------------

4.01      Beneficiary - The Certificate Holder may name a Beneficiary and a
          contingent Beneficiary. At the death of the Certificate Holder prior
          to the Annuity Date, the Beneficiary(ies) named in our records will
          receive a death benefit as stated in Section 10. Upon the death of
          either joint Certificate Holder prior to the Annuity Date, the
          surviving joint Certificate Holder, if any, will be treated as the
          designated Beneficiary and any other Beneficiary designation on record
          with Us at the time of death is treated as a contingent Beneficiary.
          If the Certificate Holder is a nonnatural person, the death benefit
          will be paid at the death of the Annuitant.


                                       12


<PAGE>

4.02      Change of Beneficiary - The Certificate Holder may change the
          Beneficiary. A written request, dated and signed by the Certificate
          Holder, must be filed at our home office. If there are joint
          Certificate Holders, both must sign the request. After the change is
          recorded, it will take effect as of the date the request was signed.
          If the request reaches our home office and is recorded after the
          Certificate Holder dies, but before any payment is made, the change is
          valid.

4.03      Death of Beneficiary - If all of the Beneficiaries and contingent
          Beneficiaries die prior to the Certificate Holder's death, We pay the
          death benefit in one sum to the Certificate Holder's estate. If the
          Certificate Holder is a nonnatural person, and all of the
          Beneficiaries and contingent Beneficiaries die prior to the
          Annuitant's death, We will pay the death benefit in one sum to the
          Certificate Holder.

Section 5. Purchase Payments
- -------------------------------------------------------------------------------

5.01      Purchase Payments - Subject to the maximum and minimum shown on the
          Contract Schedule, the Certificate Holder may determine the amount and
          frequency of Purchase Payments. We reserve the right not to accept any
          Purchase Payment. We will declare from time to time the acceptability
          of additional Purchase Payments.

5.02      Allocation of Purchase Payments - The Certificate Holder may elect to
          have each Net Purchase Payment accumulate:

          (a) On a variable basis invested in shares of one or more Funds in
              which the Separate Account invests;
          (b) For guaranteed terms offered in the current deposit period(s)
              under the AG Account; or
          (c) In a combination of any of the available investment options.

          Net Purchase Payments must be allocated in whole percentages. For
          subsequent Purchase Payments, if no allocation instructions are
          received with the Purchase Payment, the allocation will be as
          indicated in the most recent directive from the Certificate Holder. If
          the same guaranteed term(s) are not available, the next shortest will
          be used. If no shorter guaranteed term is available, the next longer
          guaranteed term will be used.


Section 6.  Separate Account
- -------------------------------------------------------------------------------

6.01      General - The assets of the Separate Account, equal to the reserves
          and other Contract liabilities that depend on the investment
          performance of the Separate Account are not chargeable with
          liabilities arising out of any other business We may conduct. Income,
          gains or losses of the Separate Account, realized or unrealized, are
          credited to or charged against the assets of the Separate Account
          without regard to Our other income, gains or losses.


                                       13
<PAGE>

6.02      Investment Allocations to the Separate Account - The assets of the
          Separate Account are segregated by Fund. If the shares of any Fund are
          no longer available for investment by the Separate Account or if in
          our judgment, further investment in such shares should become
          inappropriate in view of the purpose of the Contract, We may cease to
          make such Fund shares available for investment under the Contract
          prospectively, or We may substitute shares of another Fund for shares
          already acquired. We may also, from time to time, add additional
          Funds. Any elimination, substitution or addition of Funds will be done
          in accordance with applicable state and federal securities laws. We
          reserve the right to substitute shares of another Fund for shares
          already acquired without a proxy vote.

6.03      Valuation of Assets - The shares of the Funds will be valued at their
          net asset value at the end of each Valuation Period.

6.04      Accumulation Unit - A Net Purchase Payment that is allocated to one or
          more Funds is credited to the Certificate Holder's Account as
          Accumulation Units. The number of Accumulation Units credited is
          determined by dividing the applicable portion of the Net Purchase
          Payment by the Accumulation Unit value for the appropriate Fund. The
          Accumulation Unit value used is that which is computed for the next
          Valuation Period after which the Purchase Payment is received at our
          home office. Accumulation Units attributable to the initial Purchase
          Payments will be credited within two business days of acceptance.

          Accumulation Unit values may increase or decrease from Valuation 
          Period to Valuation Period.

6.05      Net Return Factor for Each Valuation Period - The value of an
          Accumulation Unit for any Valuation Period is calculated by
          multiplying the Accumulation Unit value for the immediately preceding
          Valuation Period by the net return factor of the appropriate Fund for
          the current period.

          The net return factor for each Fund is equal to 1.0000000 plus the net
          return rate.

          The net return rate equals:

          (a) The value of the shares of the Fund held by the Separate Account
              at the end of a Valuation Period; minus
          (b) The value of the shares of the Fund held by the Separate Account
              at the start of the Valuation Period; plus or minus
          (c) Taxes (or reserves for taxes) on the Separate Account (if any);
              divided by
          (d) The total value of the Funds(s) Accumulation Units and Fund(s)
              Annuity Units of the Separate Account at the start of the
              Valuation Period; minus
          (e) A daily actuarial charge as shown on the Contract Schedule for
              Annuity mortality and expense risks and profit and a daily
              administrative charge.

          The net return rate may be more or less than zero (0) percent.

          The value of a share of the Fund is equal to the net assets of the
          Fund divided by the number of shares outstanding.


                                       14

<PAGE>

6.06      Administrative Charge - We deduct an administrative charge equal, on
          an annual basis, to the amount shown on the Contract Schedule.

6.07      Mortality Risk Charge - We deduct a mortality risk charge equal, on an
          annual basis, to the amount shown on the Contract Schedule.

6.08      Expense Risk Charge - We deduct an expense risk charge equal, on an
          annual basis, to the amount shown on the Contract Schedule.

6.09      Mortality and Expense Guarantee - We guarantee that the dollar amount
          of each Annuity payment after the first will not be affected by
          variations in mortality or expense experience.

Section 7. AG Account
- --------------------------------------------------------------------------------

7.01      AG Account Guaranteed Interest Rate - All amounts allocated to the AG
          Account earn a rate of interest that is guaranteed for a specified
          period of time. The rate will be credited daily and will never be less
          than the minimum guaranteed interest rate shown on the Contract
          Schedule. We determine the rate and it is not based on investment
          experience.

          For guaranteed terms of one year or less, one guaranteed interest rate
          is credited for the full guaranteed term. For longer guaranteed terms,
          an initial guaranteed interest rate is credited from the date of
          deposit to the end of a specified period within the guaranteed term.
          There may be different guaranteed interest rate(s) declared for
          subsequent specified time intervals throughout the guaranteed term.

7.02      Deposit Period - A calendar week, a calendar month, a calendar
          quarter, or any other period of time We specify during which Net
          Purchase Payment(s), transfers and reinvestments are accepted into the
          AG Account for one or more guaranteed terms. We reserve the right to
          extend the deposit period.

7.03      Guaranteed Term - The period of time for which AG Account guaranteed
          interest rates are guaranteed on Net Purchase Payments. Transfers and
          reinvestments are made into a current deposit period for the AG
          Account. Such period begins on the day following the close of the
          deposit period and ends on the designated Maturity Date. Guaranteed
          terms, if any, are offered at our discretion for various lengths of
          time ranging up to and including ten years.

          During a deposit period, We may make available any number of 
          guaranteed terms. The Certificate Holder may allocate Net Purchase 
          Payments and transfers into any or all of the available guaranteed 
          terms.

7.04      Guaranteed Term(s) Groups - All AG Account guaranteed term(s) with the
          same length of time from the close of the deposit period until the
          designated Maturity Date.

7.05      Maturity Date - The last day of a guaranteed term.


                                       15

<PAGE>

7.06      Allocation of Net Purchase Payments to the AG Account - When the
          Certificate Holder wishes to allocate all or any portion of a Net
          Purchase Payment to the Guaranteed Account, he or she must tell Us the
          percentage to apply to one or more of the AG Account guaranteed
          term(s) available during the current deposit period. If no allocation
          instructions are received, a Net Purchase Payment is allocated as
          indicated in the most recent directive from the Certificate Holder. If
          the same guaranteed term is not available for any amount allocated to
          the AG Account, We will allocate the amount to the next shortest
          guaranteed term available. If no shorter guaranteed term is available,
          We will allocate it to the next longest guaranteed term.

7.07      AG Account Guaranteed Term Maturity Date and Maturity Value - On the
          maturity date, the value of the total of all amounts allocated to that
          guaranteed term is called the maturity value.

          When Certificate Holders have assets in the AG Account, at least
          eighteen (18) days before a maturity date, We notify them of the:

          (a) Projected maturity value; and
          (b) Guaranteed terms and the applicable guaranteed interest rates
              available during the current deposit period.

          When no allocation instructions are received and the assets in a
          guaranteed term have been reinvested by Us in another guaranteed term
          on the maturity date, the Certificate Holder may transfer or withdraw,
          during the month following the maturity date, the reinvested amount
          with interest earned (as of the date the request is received at our
          home office) without incurring a Market Value Adjustment. This
          transaction is allowed only once for each maturity date, regardless of
          whether the transfer or withdrawal is partial or full.

7.08      Withdrawals and Transfers from the AG Account - When the Certificate
          Holder requests a withdrawal or transfer from the AG Account, if
          instructions are not provided by the Certificate Holder, amounts are
          withdrawn on a pro rata basis from the guaranteed term(s) groups in
          which the Certificate Holder's Account is currently invested. Within a
          guaranteed term group, the amount to be withdrawn will be withdrawn
          first from the oldest deposit period. Withdrawals or transfers from an
          AG Account guaranteed term before the maturity date are subject to a
          Market Value Adjustment, except for:

          (a) A one month period following the maturity date described in 7.07;
          (b) Transfers under the Dollar Cost Averaging program; and
          (c) Withdrawals under the Systematic Withdrawal Option described in
              Section 8.07.

          Only a positive Market Value Adjustment will apply to amounts
          transferred from the AG Account when the Certificate Holder elects
          Annuity Option 2 or 3.


                                       16

<PAGE>

7.09      Reinvestment - We will mail a notice to the Certificate Holder before
          a guaranteed term's maturity date. This notice will contain the
          guaranteed terms available during the current deposit periods with
          their guaranteed interest rate(s) and projected maturity value. If no
          specific direction is given by the Certificate Holder prior to the
          maturity date, each maturity value will be reinvested in the current
          deposit period for a guaranteed term of the same duration. If a
          guaranteed term of the same duration is unavailable, each matured term
          value will automatically be reinvested in the current deposit period
          for the next shortest guaranteed term available. If no shorter
          guaranteed term is available, the next longer guaranteed term will be
          used. We will mail a confirmation statement to the Certificate Holder
          after the maturity date. This notice will state the guaranteed term
          and guaranteed interest rate(s) which will apply to the reinvested
          matured term value.

7.10      AG Account Market Value Adjustment (Factor) - The Market Value
          Adjustment factor (MVA factor) reflects any change in interest rates
          from the time assets are allocated to the AG Account to the time they
          are transferred or withdrawn. Except as noted in Section 7.09, 10.02
          and 12.01, an MVA factor is applied to any amount withdrawn or
          transferred from the AG Account before the end of a guaranteed term.

          The amount withdrawn from the AG Account is multiplied by the MVA 
          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.

          Determination of MVA factor parameters:

          A yield is computed at the close of the last business day of each week
          of the deposit period. The yield will equal the average of the yields
          on U.S. Treasury Notes which matured during the last three months of
          the applicable guaranteed term.

          The deposit period yield is the average of those yields for the
          deposit period. If withdrawal is made prior to the close of the
          deposit period, it is the average of those yields on each week
          preceding withdrawal.

          The current yield is the average of the yields on the last business
          day of the week preceding withdrawal on the same U.S. Treasury Notes
          included in the deposit period yield.


                                       17

<PAGE>

          If no U.S. Treasury Notes matured during the last three months of the
          guaranteed term, We reserve the right to use the average of the yields
          on U.S. Treasury Notes that mature during a following quarter.

Section 8.   Certificate Holder's Account Value; Transfers and Withdrawals 
             During the Accumulation Period
- --------------------------------------------------------------------------------

8.01      Certificate Holder's Account Value - The value of a Certificate
          Holder's Account is determined by adding the value of the total of
          Accumulation Units attributed to the selected Fund(s) to the value of
          any amounts attributed to the AG Account.

8.02      Transfers During the Accumulation Period - Before the Annuity Date,
          the Certificate Holder may transfer from any Fund or guaranteed term
          of the AG Account to:

          (a) Any other Fund; or
          (b) Any guaranteed term of the AG Account available in the current
              deposit period.

          Transfer requests can be submitted as a percentage or as a dollar
          amount. We may establish a minimum transfer amount. Within a
          guaranteed term group, the amount transferred is withdrawn first from
          the oldest deposit period, then from the next oldest, and so on until
          the amount requested is satisfied.

          The Certificate Holder may make an unlimited number of transfers
          during the Accumulation Period. The number of free transfers allowed
          is shown on the Contract Schedule. Transfers in excess of that number
          may be subject to the transfer charge shown on the Contract Schedule.
          Transfers under the Dollar Cost Averaging program do not count toward
          the annual limit. Transfers of a matured term value from the AG
          Account on or within one calendar month after a guaranteed term's
          maturity date do not count against the annual transfer limit.

          Amounts applied to guaranteed terms of the AG Account may not be
          transferred to the Funds or to another guaranteed term during the
          deposit period or for 90 days after the close of the deposit period
          except for (1) matured term value(s) during the calendar month
          following the guaranteed term's maturity date; (2) amounts applied to
          an annuity option; (3) transfers from the one-year guaranteed term
          under the Dollar Cost Averaging program; and (4) amounts distributed
          under the Systematic Withdrawal Option.

          Except as noted in Section 7.09, 10.02 and 12.01, transfers from
          guaranteed terms of the AG Account before the Maturity Date are
          subject to a Market Value Adjustment.


                                       18

<PAGE>

8.03      Withdrawals During the Accumulation Period - The Certificate Holder
          may withdraw all or a portion of the Certificate Holder's Account
          Value during the Accumulation Period by properly completing a
          withdrawal request form. Withdrawal requests can be submitted as a
          percentage or as a specific dollar amount. Net Purchase Payment
          amounts are withdrawn first, and then the excess value, if any. For
          any partial withdrawal, if instructions are not provided by the
          Certificate Holder, amounts are withdrawn on a pro rata basis from the
          Fund(s), and/or the guaranteed term(s) groups in which the Certificate
          Holder's Account is currently invested. Within a guaranteed term
          group, the amount to be withdrawn will be withdrawn first from the
          oldest deposit period, then from the next oldest, and so on until the
          amount requested is satisfied.

          After deduction of the maintenance charge, if applicable, the
          withdrawn amount shall be reduced by the applicable deferred sales
          charge and any applicable premium taxes.

8.04      Deferred Sales Charge - The deferred sales charge only applies to the
          portion of the amount withdrawn attributable to Net Purchase
          Payment(s) and varies according to the elapsed time since receipt of
          the Purchase Payment. The deferred sales charge is shown on the
          Contract Schedule.

8.05      Waiver of Deferred Sales Charge - No deferred sales charge is deducted
          when a Certificate Holder's Account Value is paid:

          (a) To a Beneficiary as a death benefit, except for Purchase Payments
              made by a surviving joint Certificate Holder as described in
              Section 10.02(b);
          (b) As a premium for an Annuity Option;
          (c) At least the number of months, as shown on the Contract Schedule,
              after the date of the first Purchase Payment and in an amount
              equal to or less than the percentage of the Certificate Holder's
              Account Value as shown on the Contract Schedule. This applies to
              the first withdrawal request, partial or full, in a calendar year.
              The Certificate Holder's Account Value is calculated as of the
              date the withdrawal request is received in good order at our home
              office. This waiver is not available to the Certificate Holder
              while a SWO is in effect;
          (d) For a full withdrawal where the Certificate Holder's Account Value
              does not exceed the amount shown on the Contract Schedule and no
              withdrawals have been taken from the Certificate Holder's Account
              within the prior 12 months;
          (e) For a distribution made by Us under Section 8.06; or 
          (f) For a distribution which is part of a SWO under Section 8.07.

          We reserve the right to allow the proceeds of a total withdrawal to be
          reinstated under the terms and conditions as established by Us from
          time to time.

8.06      Payment of Adjusted Certificate Holder Account Value - Upon 90 day's
          written notice to the Certificate Holder, We will terminate any
          Certificate Holder's Account if the Certificate Holder's Account Value
          becomes less than $1,500 immediately following any partial withdrawal.
          We do not intend to exercise this right in cases where the Certificate
          Holder's Account Value is reduced to $1,500 or less solely due to
          investment performance. When We make a distribution pursuant to this
          provision, the deferred sales charge will not be deducted.


                                       19

<PAGE>

8.07      Systematic Withdrawal Option (SWO) - We will allow the Certificate
          Holder to establish a schedule of withdrawals to be made automatically
          from the Certificate Holder's Account Value. All distributed amounts
          will be withdrawn on a pro rata basis from the Fund(s) and/or the
          guaranteed term(s) groups of the AG Account in which the Certificate
          Holder's Account is invested.

          The Certificate Holder must elect one of the following SWO methods:

          (a) Specified Payment: Payments of a designated dollar amount. The
              annual amount may not be greater than the percentage of the
              Certificate Holder's Account Value at time of the election as
              shown on the Contract Schedule. This annual dollar amount will
              remain constant. At our discretion, We may require a minimum
              payment amount; or

          (b) Specified Period: Payments which are made over a period of time
              which must be at least the minimum period as shown on the Contract
              Schedule. The annual amount paid each year is calculated by
              dividing the Certificate Holder's Account Value as of December 31
              of the prior year by the number of payment years remaining; or

          (c) Specified Percentage: Payment of a designated percentage which
              cannot be greater than the percentage of the Certificate Holder's
              Account Value at the time of election as shown on the Contract
              Schedule. The percentage may be changed by written request. We
              reserve the right to limit the number of times the percentage may
              be changed. The annual amount is calculated by multiplying the
              Certificate Holder's Account Value as of December 31 of the year
              prior to the payment by the designated percentage.

          SWO payments will cease at the Certificate Holder's death (or if the
          Certificate Holder is a nonnatural person, at the death of the
          Annuitant). A beneficiary may elect to continue SWO as provided in
          Section 10.01.

          In our discretion, We may require a minimum initial Certificate
          Holder's Account Value for election of this option. SWO may be elected
          by submitting a completed and signed election form to Us. Once
          elected, this option may be revoked by submitting a written request to
          Us. SWO may be elected only once by the Certificate Holder or by a
          spousal Beneficiary.

          Certificate Holders should consult their tax adviser prior to
          requesting this distribution option. We are not responsible for any
          adverse tax consequences due to a Certificate Holder's receiving SWO
          payments. A ten (10) percent penalty tax may apply to distributions to
          a Certificate Holder who has not reached age 59 1/2. Upon death of the
          Certificate Holder, any payments will be made under the terms of
          Section 10.

          Dollar Cost Averaging is not available to Certificate Holders who have
          elected SWO.


                                       20

<PAGE>

Section 9.  Maintenance Charge
- -------------------------------------------------------------------------------

9.01      Maintenance Charge - We will deduct an annual maintenance charge as
          shown in the Contract Schedule from the Certificate Holder's Account
          during the Accumulation Period. We will deduct the maintenance charge
          on the anniversary of the Effective Date of the Certificate for the
          Certificate Holder's Account. This maintenance charge is also deducted
          upon withdrawal of the entire Adjusted Certificate Holder's Account.
          The maintenance charge is deducted proportionately from each
          investment option used.

Section 10.  Proceeds Payable on Death
- --------------------------------------------------------------------------------

10.01     Death of the Certificate Holder Prior to the Annuity Date - In the
          event of the death of the Certificate Holder or a joint Certificate
          Holder prior to the Annuity Date, a death benefit is payable to the
          Beneficiary(ies) designated by the Certificate Holder. Upon the death
          of a joint Certificate Holder, the surviving joint Certificate Holder,
          if any, will be treated as the designated Beneficiary. Any other
          Beneficiary designation on record with Us at the time of death will be
          treated as a contingent Beneficiary. If the Certificate Holder is a
          nonnatural person, the death benefit will be payable to the
          Beneficiary(ies) at the death of the Annuitant.


          A Beneficiary may request We pay the death benefit under one of the
          methods described in Section 10.03. If the Beneficiary is the spouse
          of the Certificate Holder, or the spouse of the Annuitant if the
          Certificate Holder is a nonnatural person, he or she may elect to
          continue the Certificate Holder's Account in his or her own name and
          exercise all the Certificate Holder's rights under the Contract.

10.02     Death Benefit Amount Prior to the Annuity Date -

          (a) Except as set forth below, the amount of the guaranteed death
              benefit value is equal to the greater of:

              (i)   The Certificate Holder's Account Value at the end of the
                    Valuation Period during which We receive at our home office
                    due proof of death and election of the type of payment to be
                    made; or

              (ii)  The death benefit determined as of the Valuation Period
                    corresponding to the date of death.

                        Until the first Effective Date anniversary, the death
                    benefit is equal to the Purchase Payments made by the
                    Certificate Holder prior to the Effective Date anniversary
                    less any withdrawals and any amounts applied to an Annuity
                    Option.

                        For each Certificate year thereafter, the death benefit
                    during the Certificate year equals the death benefit at the
                    beginning of the Certificate year plus Purchase Payments
                    made during the year less any withdrawals and any amounts
                    applied to an Annuity Option.


                                       21

<PAGE>

                        On each Effective Date anniversary, the death benefit is
                    determined as follows:

                        (A) The death benefit on the previous Effective Date
                            anniversary increased by the death benefit factor
                            shown on the Contract Schedule; plus

                        (B) Purchase Payments made by the Certificate Holder
                            during the Certificate year increased by the death
                            benefit factor shown on the Contract Schedule for
                            the portion of the year since the Purchase Payment
                            was made; less

                        (C) Any withdrawals or amounts applied to an Annuity
                            Option during the Certificate year increased by the
                            death benefit factor shown on the Contract Schedule
                            for the portion of the Certificate year since the
                            withdrawal or election of Annuity option; or

              (iii) The Certificate Holder's Account Value on the most recent
                    seventh year anniversary of the Effective Date plus any
                    Purchase Payments made after such Effective Date anniversary
                    less any withdrawals and any amounts applied to an Annuity
                    Option.

              Notwithstanding the foregoing, the death benefit under (ii) or
              (iii) will not exceed the death benefit maximum amount shown on
              the Contract Schedule.

              The death benefit calculation described in (ii) and (iii) above,
              applies until the Certificate Holder reaches the death benefit
              maximum age shown on the Contract Schedule. If the Certificate
              Holder is a nonnatural person, death provisions will be based on
              the age of the Annuitant. Thereafter, the death benefit is only
              adjusted for Purchase Payments, withdrawals and amounts applied to
              Annuity Options. If the Certificate Holder reaches the death
              benefit maximum age shown on the Contract Schedule prior to the
              seventh anniversary of the Effective Date, the death benefit will
              be the greater of (i) or (ii) above.

              The excess, if any, of the guaranteed death benefit value over the
              Certificate Holder's Account Value is determined when we receive
              at our home office due proof of death and allocated to the Fund
              shown on the Contract Schedule. The Certificate Holder's Account
              Value plus any excess amount deposited becomes the Certificate
              Holder's Account Value.

          (b) In the case of a spousal Beneficiary who continued the Certificate
              Holder's Account in his or her own name, the death benefit shall
              be equal to the Adjusted Current Value less any applicable
              deferred sales charge on any Purchase Payment made after We have
              received at our home office due proof of death of the joint
              Certificate Holder (or Annuitant, if applicable).

          When the Beneficiary withdraws or transfers all or any portion of the
          death benefit in the AG Account within six months after the date of
          death, the amount withdrawn or transferred from the AG Account will be
          the greater of:

          (1) The aggregate Market Value Adjustment amount (the amount resulting
              from the application of relevant Market Value Adjustment factors);
              or

          (2) The applicable portion of Certificate Holder's Account Value in
              the AG Account.


                                       22

<PAGE>

          After the six-month period, when the Beneficiary withdraws or
          transfers all or any portion of the death benefit in the AG Account,
          the amount will be equal to the aggregate Market Value Adjustment
          amount. Only a positive market value adjustment will apply, however,
          to amounts transferred from the AG Account when the Beneficiary elects
          Annuity Option 2 or 3.

          At the death of a spousal Beneficiary who continued the Certificate
          Holder's Account in his or her own name, when the Beneficiary
          withdraws or transfers all or any portion of the death benefit in the
          AG Account, the amount will be equal to the Aggregate Market Value
          Adjustment amount.

10.03     Death Benefit Payment Methods - A non-spousal Beneficiary must elect
          the death benefit to be paid under one of the following methods in the
          event of the death of the Certificate Holder prior to the Annuity
          Date:

          Method 1 - Lump sum payment of the death benefit; or

          Method 2 - The payment of the entire death benefit within five years
          of the date of the Certificate Holder's death; or

          Method 3 - Payment of the death benefit over the lifetime of the
          designated Beneficiary or over a period not extending beyond the life
          expectancy of the designated Beneficiary with distribution beginning
          within one year of the date of death of the Certificate Holder.

          Any portion of the death benefit not applied under Method 3 within one
          year of the date of Certificate Holder's death, or the death of the
          Annuitant if the Certificate Holder is a nonnatural person, must be
          distributed within five years of the date of death.

          A spousal Beneficiary may elect to continue the Certificate Holder's
          Account in his or her name, elect a lump sum payment of the death
          benefit, or apply the Adjusted Certificate Holder's Account Value to
          an Annuity Option.

10.04     Death of Certificate Holder On or After the Annuity Date - If the
          Certificate Holder who is not the Annuitant, dies on or after the
          Annuity Date, the remaining payments under the Annuity Option elected
          will be made to the Beneficiary at least as rapidly as under the
          method of distribution in effect at the Certificate Holder's death.

10.05     Death of the Annuitant - If the Annuitant, who is not a Certificate
          Holder, dies on or before the Annuity Date, a new Annuitant may be
          named. If no Annuitant is named, the Certificate Holder will be the
          Annuitant. If the Certificate Holder is a nonnatural person, the death
          benefit will be paid at the death of the Annuitant and no new
          Annuitant may be named. If the Annuitant dies after the Annuity Date,
          the death benefit, if any, will be payable to the Beneficiary as
          specified in the Annuity Option elected. We will require proof of the
          Annuitant's death. Death benefits will be paid at least as rapidly as
          under the method of distribution in effect at the Annuitant's death.


                                       23

<PAGE>

Section 11.  Delay of Payments
- --------------------------------------------------------------------------------

11.01     Delay of Payments - We will make any payments under this Contract
          within seven days after a request is received in good order. We
          reserve the right to suspend or postpone any type of payment from the
          Separate Account for any period when:

          (a) The New York Stock Exchange is closed for other than customary
              weekend and holiday closings;
          (b) Trading on the Exchange is restricted;
          (c) An emergency exists as a result of which it is not reasonably
              practicable to dispose of securities held in the Separate Account
              or determine their value; or 
          (d) The Securities and Exchange Commission so permits delay for the
              protection of security holders.

          The applicable rules of the Securities and Exchange Commission will
          govern as to whether the conditions in (b) or (c) exist.

          We also reserve the right to delay any type of payment from the AG
          Account for up to six months.


Section 12.  Annuity Provisions
- -------------------------------------------------------------------------------

12.01     Designation of Annuitant - The Certificate Holder and the Annuitant
          need not be the same person. The Certificate Holder names the
          Annuitant and during the Accumulation Period, may change the
          designated Annuitant. We change the Annuitant when We receive a
          written request in good order at our home office. We will not change
          the Annuitant when Annuity payments have commenced.

          The Certificate Holder elects an Annuity Option by telling Us to use
          all or any portion of the Certificate Holder's Account Value (minus
          any applicable premium taxes if not previously deducted) to purchase
          Annuity payments under an Annuity Option. If the Certificate Holder
          elects Annuity Option 1, the amount applied to purchase Annuity
          payments will be equal to the Adjusted Certificate Holder's Account
          Value. If the Certificate Holder elects Annuity Option 2 or 3, the
          amount applied to purchase Annuity payments will be the greater of:

          (1) The Adjusted Certificate Holder's Account Value; or
          (2) The Certificate Holder's Account Value.

          When an Annuity Option is chosen the Certificate Holder must designate
          a:

          (a) Fixed Annuity using the General Account;
          (b) Variable Annuity using any of the Funds available during the
              Annuity Period; or
          (c) Combination of (a) and (b).

          If a fixed Annuity is chosen, We will calculate the amount using an
          interest assumption no less than the percentage specified on the
          Contract Schedule. We may calculate the amount using a higher interest
          rate.


                                       24

<PAGE>

          If a variable Annuity is chosen, an Assumed Annual Net Return Rate of
          5% may be chosen. If not chosen, We will use an Assumed Annual Net
          Return Rate of 3.5%

          Payments are made on a monthly basis to the Certificate Holder unless
          the Certificate Holder requests a different mode of payment.

          Once elected, an Annuity Option may not be revoked, except for Option
          1 when elected on a variable basis.

12.02     Terms of Annuity Options - The minimum first payment amount must be at
          least $50 per month and at least $250 per year.

          If the Certificate Holder elects a fixed Annuity and We determine that
          the Certificate Holder would receive larger payments by applying the
          Certificate Holder's Account Value, reduced by the deferred sales
          charge, to a single premium immediate Annuity currently offered by Us,
          We will make the larger payments.

          We determine the first payment of a variable Annuity, or the payment
          amount of a fixed Annuity, using the Annuitant's (and second
          Annuitant's if applicable) adjusted age which We calculate as follows:

          (a) If Annuity payments begin any time between July 1, 1992 and
              December 31, 1999, the adjusted age is the Annuitant's age as of
              the birthday closest in time to the Annuity Date reduced by one
              (1) year.
          (b) If the Annuity begins any time between January 1, 2000 and
              December 31, 2009, the adjusted age is the Annuitant's age as of
              the birthday closest in time to the Annuity Date reduced by two
              (2) years.
          (c) For each succeeding decade, the adjusted age is the Annuitant's
              age as determined in (b), reduced by one additional year.

          The Annuity rates for Options 2 and 3 are based on mortality from 1983
          Table A.

          Assumed Annual Net Return Rate is the interest rate used to determine
          the amount of the first Annuity payment under a variable Annuity. The
          Separate Account must earn this rate plus enough to cover the
          mortality and expense risks charges (which may include profit) and
          administrative charges if future variable Annuity payments are to
          remain level.


                                       25

<PAGE>

          The Certificate Holder must give written notice to Us at least 30 days
          before the Annuity payments begin, electing or changing:

          (a) The date on which Annuity payments are to begin;
          (b) The Annuity Option;
          (c) Whether the payments are to be made monthly, quarterly,
              semiannually or annually;
          (d) The investment options used to provide Annuity payments.

          The first Annuity payment may not be earlier than one (1) calendar 
          year after the initial Purchase Payment, nor later than the later of 
          the:

          (a) First day of the month following the Annuitant's birthday shown on
              the Contract Schedule; or
          (b) Tenth anniversary of the last Purchase Payment. In lieu of the
              election of an Annuity, the Certificate Holder may request a lump
              sum payment.

12.03     Annuity Unit - The number of Annuity Units per Fund is based on the
          amount of the first variable Annuity payment which is equal to:

          (a) The portion of the Certificate Holder's Account Value (minus any
              premium taxes) applied to pay a variable Annuity; divided by,
          (b) 1000; multiplied by,
          (c) The payment rate for the Annuity Option chosen.

          Such amount, or portion, of the variable Annuity payment will be
          divided by the Annuity Unit value for the appropriate Fund on the
          tenth Valuation Period before the due date of the first payment to
          determine the number of each Fund's Annuity Units. The number of each
          Fund's Annuity Unit remains fixed. Each future payment is equal to the
          sum of the products of each Fund's Annuity Unit value multiplied by
          the appropriate number of units. The Fund's Annuity Unit value on the
          tenth Valuation Period prior to the due date of the payment is used.

12.04     Annuity Unit Value - For any Valuation Period, a Fund's Annuity Unit
          value is equal to:

          (a) The value for the previous Valuation Period; multiplied by,
          (b) The Annuity Net Return Factor for the Valuation Period; multiplied
              by,
          (c) A daily factor to reflect the Assumed Annual Net Return Rate (the
              factor for 3.5% per year is .9999058; for 5% per year it is
              .9998663).

          The dollar value of a Fund(s) Annuity Unit values and payments may go
          up or down due to investment gain or loss.

12.05     Annuity Net Return Factor - The Annuity net return factor is used to
          compute all Separate Account Annuity payments for any Fund.


                                       26

<PAGE>

          The Annuity net return factor(s) for each Fund is equal to 1.0000000
          plus the net return rate. The net return rate is equal to:

          (a) The value of the shares of the Fund held by the Separate Account
              at the end of a Valuation Period; minus,
          (b) The value of the shares of the Fund held by the Separate Account
              at the start of the Valuation Period; plus or minus,
          (c) Taxes (or reserves for taxes) on the Separate Account (if any);
              divided by
          (d) The total value of the Fund(s) Accumulation Units and Fund(s)
              Annuity Units of the Separate Account at the start of the
              Valuation Period; minus, 
          (e) A daily actuarial charge as shown of the Contract Schedule for
              Annuity mortality and expense risks and profit and a daily
              administrative charge which will not exceed the administrative
              charge as shown on the Contract Schedule.

          The net return rate may be more or less than zero (0) percent.

          The value of a share of the Fund is equal to the net assets of the
          Fund divided by the number of shares outstanding.

12.06     Annuity Options

          Option 1 - Payments for a Stated Period of Time - An Annuity will be
          paid for the number of years chosen. The number of years must be at
          least 5 and not more than 30.

          If payments for this Annuity Option are made under a variable Annuity,
          the present value of any remaining payments may be withdrawn at any
          time. 

          Option 2 - Life Income - An Annuity will be paid for the life of the
          Annuitant. If also chosen, We will guarantee payments for 60, 120,
          180, or 240 months.

          Option 3 - Life Income Based upon the Lives of Two Annuitants - An
          Annuity will be paid during the lives of the Annuitant and a second
          Annuitant. Payments will continue until both Annuitants have died.
          When this Annuity Option is chosen, a choice must be made of:

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

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

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

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

          (e) 100% of the payment to continue at the death of the second
              Annuitant and 50% of the payment to continue at the death of the
              Annuitant.

          We may make other options available as allowed by law.


                                       27
<PAGE>


                                    OPTION 1

                      Payments for a Stated Period of Time

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

<TABLE>
<CAPTION>
- -------------- ---------------------- ----------------- ------------------- ------------------- -------------------
                    Guaranteed            Monthly           Quarterly          Semi-Annual           Annual
    Years              Rate               Payment             Payment            Payment            Payment
- -------------- ---------------------- ----------------- ------------------- ------------------- -------------------
      <S>            <C>                    <C>               <C>                <C>                   <C>

      5              3.00%                  17.91             53.59              106.78                211.99
      6              3.00%                  15.14             45.30               90.27                179.22
      7              3.00%                  13.16             39.39               78.49                155.83
      8              3.00%                  11.68             34.96               69.66                138.31
      9              3.00%                  10.53             31.52               62.81                124.69
     10              3.00%                   9.61             28.77               57.33                113.82
     11              3.00%                   8.86             26.52               52.85                104.93
     12              3.00%                   8.24             24.65               49.13                 97.54
     13              3.00%                   7.71             23.08               45.98                 91.29
     14              3.00%                   7.26             21.73               43.29                 85.95
     15              3.00%                   6.87             20.56               40.96                 81.33
     16              3.00%                   6.53             19.54               38.93                 77.29
     17              3.00%                   6.23             18.64               37.14                 73.74
     18              3.00%                   5.96             17.84               35.56                 70.59
     19              3.00%                   5.73             17.13               34.14                 67.78
     20              3.00%                   5.51             16.50               32.87                 65.26
     21              3.00%                   5.32             15.92               31.72                 62.98
     22              3.00%                   5.15             15.40               30.68                 60.92
     23              3.00%                   4.99             14.92               29.74                 59.04
     24              3.00%                   4.84             14.49               28.88                 57.33
     25              3.00%                   4.71             14.09               28.08                 55.76
     26              3.00%                   4.59             13.73               27.36                 54.31
     27              3.00%                   4.47             13.39               26.68                 52.97
     28              3.00%                   4.37             13.08               26.06                 51.74
     29              3.00%                   4.27             12.79               25.49                 50.60
     30              3.00%                   4.18             12.52               24.95                 49.53
- -------------- ---------------------- ----------------- ------------------- ------------------- -------------------
</TABLE>


                                       28
<PAGE>


                                    OPTION 2

                                   Life Income

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

                Payments Guaranteed for a Stated Period of Months

<TABLE>
<CAPTION>
- ---------------- ---------------------- --------------------- ---------------------- ---------------------- ----------------------
   Adjusted              None                    60                    120                    180                    240
    Age of       -----------------------------------------------------------------------------------------------------------------
   Annuitant       Male       Female      Male      Female       Male      Female       Male      Female      Male       Female
- ---------------- ---------- ----------- ---------- ---------- ----------- ---------- ----------- ---------- ---------- -----------
      <S>        <C>          <C>         <C>       <C>         <C>        <C>        <C>         <C>        <C>         <C>

      50         $  4.27      $3.90       $4.26     $ 3.90      $ 4.22     $ 3.89     $ 4.17      $ 3.86     $ 4.08      $ 3.82
      51            4.34       3.97        4.33       3.96        4.30       3.95       4.23        3.92       4.14        3.88
      52            4.43       4.03        4.41       4.03        4.37       4.01       4.30        3.98       4.20        3.93
      53            4.51       4.10        4.50       4.10        4.45       4.08       4.37        4.04       4.26        3.99
      54            4.60       4.18        4.59       4.17        4.54       4.15       4.45        4.11       4.32        4.04

      55            4.70       4.25        4.68       4.25        4.62       4.22       4.53        4.18       4.39        4.11
      56            4.80       4.34        4.78       4.33        4.72       4.30       4.61        4.25       4.45        4.17
      57            4.91       4.42        4.89       4.41        4.82       4.38       4.69        4.32       4.51        4.23
      58            5.03       4.52        5.00       4.51        4.92       4.47       4.78        4.40       4.58        4.30
      59            5.15       4.61        5.12       4.60        5.03       4.56       4.87        4.48       4.65        4.37

      60            5.28       4.72        5.25       4.70        5.14       4.66       4.96        4.57       4.71        4.44
      61            5.43       4.83        5.39       4.81        5.27       4.76       5.06        4.66       4.78        4.51
      62            5.58       4.95        5.53       4.93        5.39       4.87       5.16        4.75       4.84        4.58
      63            5.74       5.08        5.69       5.05        5.53       4.99       5.26        4.85       4.90        4.65
      64            5.91       5.21        5.85       5.18        5.66       5.10       5.36        4.95       4.96        4.72

      65            6.10       5.36        6.03       5.32        5.81       5.22       5.46        5.05       5.02        4.79
      66            6.30       5.51        6.21       5.47        5.96       5.36       5.56        5.16       5.08        4.86
      67            6.51       5.67        6.41       5.63        6.12       5.50       5.66        5.26       5.13        4.93
      68            6.73       5.85        6.62       5.80        6.28       5.65       5.77        5.37       5.18        5.00
      69            6.97       6.04        6.84       5.98        6.44       5.80       5.86        5.49       5.23        5.06

      70            7.23       6.25        7.07       6.18        6.61       5.97       5.96        5.60       5.27        5.12
      71            7.51       6.47        7.32       6.39        6.79       6.14       6.05        5.71       5.31        5.18
      72            7.80       6.71        7.58       6.62        6.96       6.32       6.14        5.83       5.34        5.23
      73            8.12       6.98        7.85       6.86        7.14       6.50       6.23        5.94       5.37        5.28
      74            8.46       7.26        8.14       7.12        7.32       6.69       6.31        6.04       5.40        5.32

      75            8.82       7.57        8.45       7.40        7.50       6.89       6.38        6.14       5.42        5.35
- ---------------- ---------- ----------- ---------- ---------- ----------- ---------- ----------- ---------- ---------- -----------
</TABLE>

                 Rates are based on mortality from 1983 Table a.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.


                                       29
<PAGE>



                                    OPTION 3

                           Life Income for Two Payees

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

               (Annuitant is Male and Second Annuitant is Female)

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

<TABLE>
<CAPTION>
- ------------------------------------- ----------------- ----------------- ------------------ ----------------- -----------------
           Adjusted Ages
- -------------------------------------
                        Second
    Annuitant          Annuitant         Option 3a         Option 3b          Option 3c         Option 3d         Option 3e
- ------------------ ------------------ ----------------- ----------------- ------------------ ----------------- -----------------
       <S>                <C>              <C>               <C>                <C>                <C>              <C>

       55                 50               $ 3.69            $ 4.05             $ 4.27             $ 3.69           $ 4.13
       55                 55                 3.88              4.25               4.47               3.87             4.25
       55                 60                 3.06              4.47               4.71               4.06             4.36

       60                 55                 3.99              4.44               4.71               3.98             4.55
       60                 60                 4.24              4.71               4.99               4.23             4.70
       60                 65                 4.49              5.01               5.32               4.48             4.85

       65                 60                 4.38              4.97               5.32               4.38             5.10
       65                 65                 4.72              5.33               5.70               4.71             5.32
       65                 70                 5.07              5.75               6.17               5.05             5.54

       70                 65                 4.93              5.68               6.15               4.91             5.86
       70                 70                 5.40              6.21               6.70               5.36             6.18
       70                 75                 5.89              6.82               7.40               5.81             6.49

       75                 70                 5.69              6.68               7.32               5.62             6.92
       75                 75                 6.37              7.45               8.15               6.23             7.40
       75                 80                 7.07              8.34               9.16               6.78             7.85
- ------------------ ------------------ ----------------- ----------------- ------------------ ----------------- -----------------
</TABLE>

                 Rates are based on mortality from 1983 Table a.
   The rates assume the Annuitant is Male and the Second Annuitant is Female.
    Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.


                                       30
<PAGE>


                                    OPTION 3

                           Life Income for Two Payees

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

               (Annuitant is Female and Second Annuitant is Male)

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

<TABLE>
<CAPTION>
- ------------------------------------- ----------------- ----------------- ------------------ ----------------- -----------------
           Adjusted Ages
- -------------------------------------
                        Second
    Annuitant          Annuitant         Option 3a         Option 3b          Option 3c         Option 3d         Option 3e
- ------------------ ------------------ ----------------- ----------------- ------------------ ----------------- -----------------
       <S>                <C>              <C>               <C>                <C>                <C>              <C>

       55                 50               $ 3.75            $ 4.07             $ 4.26            $ 3.75            $ 3.98
       55                 55                 3.88              4.25               4.47              3.87              4.06
       55                 60                 3.99              4.44               4.71              3.98              4.12

       60                 55                 4.06              4.47               4.71              4.06              4.37
       60                 60                 4.24              4.71               4.99              4.23              4.47
       60                 65                 4.38              4.97               5.32              4.38              4.54

       65                 60                 4.49              5.01               5.32              4.48              4.89
       65                 65                 4.72              5.33               5.70              4.71              5.02
       65                 70                 4.93              5.68               6.15              4.91              5.14

       70                 65                 5.07              5.75               6.17              5.05              5.60
       70                 70                 5.40              6.21               6.70              5.36              5.79
       70                 75                 5.69              6.68               7.32              5.62              5.96

       75                 70                 5.89              6.83               7.40              5.81              6.63
       75                 75                 6.37              7.45               8.15              6.23              6.92
       75                 80                 6.78              8.11               8.99              6.54              7.15
- ------------------ ------------------ ----------------- ----------------- ------------------ ----------------- -----------------
</TABLE>

                 Rates are based on mortality from 1983 Table a.
   The rates assume the Annuitant is Female and the Second Annuitant is Male.
    Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.


                                       31
<PAGE>


                                    OPTION 1

                      Payments for a Stated Period of Time

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

<TABLE>
<CAPTION>
- -------------- ---------------------- ----------------- ------------------- ------------------- -------------------
                    Guaranteed                                                  Semi-Annual        
    Years              Rate            Monthly Payment   Quarterly Payment       Payment           Annual Payment
- -------------- ---------------------- ----------------- ------------------- ------------------- -------------------
     <S>               <C>                  <C>               <C>                  <C>                <C>

      5                3.50%                18.12             54.19                107.92             213.99
      6                3.50%                15.35             45.92                 91.44             181.32
      7                3.50%                13.38             40.01                 79.69             158.01
      8                3.50%                11.90             35.59                 70.88             140.56
      9                3.50%                10.75             32.16                 64.05             127.00
     10                3.50%                 9.83             29.42                 58.59             116.18
     11                3.50%                 9.09             27.18                 54.13             107.34
     12                3.50%                 8.46             25.32                 50.42              99.98
     13                3.50%                 7.94             23.75                 47.29              93.78
     14                3.50%                 7.49             22.40                 44.62              88.47
     15                3.50%                 7.10             21.24                 42.31              83.89
     16                3.50%                 6.76             20.23                 40.29              79.89
     17                3.50%                 6.47             19.34                 38.51              76.37
     18                3.50%                 6.20             18.55                 36.94              73.25
     19                3.50%                 5.97             17.85                 35.54              70.47
     20                3.50%                 5.75             17.22                 34.28              67.98
     21                3.50%                 5.56             16.65                 33.15              65.74
     22                3.50%                 5.39             16.13                 32.13              63.70
     23                3.50%                 5.24             15.66                 31.19              61.85
     24                3.50%                 5.09             15.24                 30.34              60.17
     25                3.50%                 4.96             14.85                 29.56              58.62
     26                3.50%                 4.84             14.49                 28.85              57.20
     27                3.50%                 4.73             14.15                 28.19              55.90
     28                3.50%                 4.63             13.85                 27.58              54.69
     29                3.50%                 4.53             13.57                 27.02              53.57
     30                3.50%                 4.45             13.30                 26.49              52.53
- -------------- ---------------------- ----------------- ------------------- ------------------- -------------------
</TABLE>


                                       32
<PAGE>


                                    OPTION 1

                      Payments for a Stated Period of Time

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

<TABLE>
<CAPTION>
- -------------- ---------------------- ----------------- ------------------- ------------------- -------------------
                    Guaranteed                                                  Semi-Annual        
    Years              Rate            Monthly Payment   Quarterly Payment       Payment           Annual Payment
- -------------- ---------------------- ----------------- ------------------- ------------------- -------------------
     <S>               <C>                  <C>               <C>                <C>                 <C>

      5                5.00%                18.74             56.00              111.33              219.98
      6                5.00%                15.99             47.77               94.96              187.64
      7                5.00%                14.02             41.90               83.30              164.59
      8                5.00%                12.56             37.52               74.58              147.35
      9                5.00%                11.42             34.11               67.81              133.99
     10                5.00%                10.51             31.40               62.42              123.34
     11                5.00%                 9.77             29.19               58.03              114.66
     12                5.00%                 9.16             27.36               54.38              107.45
     13                5.00%                 8.64             25.81               51.31              101.39
     14                5.00%                 8.20             24.50               48.69               96.21
     15                5.00%                 7.82             23.36               46.44               91.75
     16                5.00%                 7.49             22.37               44.47               87.88
     17                5.00%                 7.20             21.51               42.75               84.48
     18                5.00%                 6.94             20.74               41.23               81.47
     19                5.00%                 6.71             20.06               39.88               78.80
     20                5.00%                 6.51             19.46               38.68               76.42
     21                5.00%                 6.33             18.91               37.59               74.28
     22                5.00%                 6.17             18.42               36.62               72.35
     23                5.00%                 6.02             17.98               35.73               70.61
     24                5.00%                 5.88             17.57               34.93               69.02
     25                5.00%                 5.76             17.20               34.20               67.57
     26                5.00%                 5.65             16.87               33.53               66.25
     27                5.00%                 5.54             16.56               32.92               65.04
     28                5.00%                 5.45             16.28               32.35               63.93
     29                5.00%                 5.36             16.01               31.83               62.90
     30                5.00%                 5.28             15.77               31.35               61.95
- -------------- ---------------------- ----------------- ------------------- ------------------- -------------------
</TABLE>


                                       33
<PAGE>


                                    OPTION 2

                                   Life Income

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

                Payments Guaranteed for a Stated Period of Months

<TABLE>
<CAPTION>
- --------------- ---------------------- --------------------- ---------------------- ---------------------- ----------------------
   Adjusted             None                    60                    120                    180                    240
    Age of      -----------------------------------------------------------------------------------------------------------------
  Annuitant       Male       Female      Male      Female       Male      Female       Male      Female       Male      Female
- --------------- ---------- ----------- ---------- ---------- ----------- ---------- ----------- ---------- ----------- ----------
      <S>        <C>        <C>         <C>        <C>        <C>         <C>        <C>         <C>        <C>         <C>

      50         $ 4.56     $ 4.20      $ 4.55     $ 4.19     $ 4.51      $ 4.18     $ 4.45      $ 4.15     $ 4.36      $ 4.11
      51           4.64       4.26        4.62       4.25       4.58        4.24       4.51        4.21       4.42        4.16
      52           4.72       4.32        4.70       4.32       4.66        4.30       4.58        4.26       4.48        4.21
      53           4.80       4.39        4.79       4.38       4.74        4.36       4.65        4.32       4.53        4.27
      54           4.89       4.46        4.87       4.46       4.82        4.43       4.73        4.39       4.59        4.32

      55           4.99       4.54        4.97       4.53       4.91        4.50       4.80        4.46       4.65        4.38
      56           5.09       4.62        5.07       4.61       5.00        4.58       4.88        4.53       4.72        4.44
      57           5.20       4.71        5.17       4.70       5.10        4.66       4.96        4.60       4.78        4.50
      58           5.32       4.80        5.29       4.79       5.20        4.75       5.05        4.68       4.84        4.57
      59           5.44       4.90        5.41       4.88       5.31        4.84       5.14        4.76       4.91        4.63

      60           5.57       5.00        5.53       4.99       5.42        4.93       5.23        4.84       4.97        4.70
      61           5.71       5.11        5.67       5.09       5.54        5.03       5.32        4.93       5.03        4.77
      62           5.86       5.23        5.81       5.21       5.66        5.14       5.42        5.02       5.09        4.84
      63           6.02       5.36        5.97       5.33       5.79        5.25       5.51        5.11       5.16        4.91
      64           6.20       5.49        6.13       5.46       5.93        5.37       5.61        5.21       5.21        4.98

      65           6.38       5.64        6.31       5.60       6.07        5.49       5.71        5.31       5.27        5.05
      66           6.58       5.79        6.49       5.75       6.22        5.63       5.81        5.41       5.32        5.12
      67           6.79       5.95        6.69       5.91       6.38        5.76       5.91        5.52       5.38        5.18
      68           7.02       6.13        6.89       6.08       6.53        5.91       6.01        5.63       5.42        5.25
      69           7.26       6.32        7.11       6.26       6.70        6.06       6.11        5.74       5.47        5.31

      70           7.52       6.53        7.35       6.45       6.86        6.23       6.20        5.85       5.51        5.37
      71           7.80       6.75        7.59       6.66       7.03        6.39       6.29        5.96       5.54        5.42
      72           8.09       6.99        7.85       6.89       7.21        6.57       6.38        6.07       5.57        5.47
      73           8.41       7.26        8.12       7.13       7.38        6.75       6.46        6.17       5.60        5.51
      74           8.75       7.54        8.41       7.39       7.55        6.94       6.53        6.28       5.63        5.55

      75           9.12       7.85        8.71       7.66       7.73        7.13       6.61        6.38       5.65        5.59
- --------------- ---------- ----------- ---------- ---------- ----------- ---------- ----------- ---------- ----------- ----------
</TABLE>

                 Rates are based on mortality from 1983 Table a.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.


                                       34
<PAGE>


                                    OPTION 2

                                   Life Income

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

                Payments Guaranteed for a Stated Period of Months

<TABLE>
<CAPTION>
- --------------- ---------------------- --------------------- ---------------------- ---------------------- ----------------------
   Adjusted             None                    60                    120                    180                    240
    Age of      -----------------------------------------------------------------------------------------------------------------
  Annuitant       Male       Female      Male      Female       Male      Female       Male      Female       Male      Female
- --------------- ---------- ----------- ---------- ---------- ----------- ---------- ----------- ---------- ----------- ----------
      <S>          <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>         <C>          <C>

      50           $5.48      $5.12      $5.46      $5.11      $5.41      $5.09      $5.34      $5.06       $5.24        $5.01
      51            5.55       5.17       5.53       5.17       5.48       5.14       5.40       5.11        5.29         5.05
      52            5.63       5.23       5.61       5.23       5.55       5.20       5.46       5.16        5.34         5.10
      53            5.71       5.30       5.69       5.29       5.62       5.26       5.53       5.22        5.40         5.15
      54            5.80       5.37       5.77       5.36       5.70       5.33       5.60       5.27        5.45         5.20

      55            5.89       5.44       5.86       5.43       5.79       5.39       5.67       5.34        5.51         5.25
      56            5.99       5.52       5.96       5.51       5.87       5.47       5.74       5.40        5.56         5.31
      57            6.10       5.60       6.06       5.59       5.97       5.54       5.82       5.47        5.62         5.37
      58            6.21       5.69       6.17       5.67       6.06       5.62       5.90       5.54        5.68         5.42
      59            6.33       5.79       6.29       5.77       6.17       5.71       5.98       5.61        5.74         5.48

      60            6.46       5.89       6.41       5.87       6.28       5.80       6.06       5.69        5.79         5.55
      61            6.60       6.00       6.55       6.97       6.39       5.90       6.15       5.77        5.85         5.61
      62            6.75       6.11       6.69       6.08       6.51       6.00       6.24       5.86        5.91         5.67
      63            6.91       6.23       6.84       6.20       6.64       6.10       6.33       5.95        5.96         5.73
      64            7.09       6.37       7.00       6.33       6.77       6.22       6.42       6.04        6.02         5.80

      65            7.27       6.51       7.18       6.46       6.91       6.34       6.52       6.13        6.07         5.86
      66            7.47       6.66       7.36       6.61       7.05       6.46       6.61       6.23        6.12         5.92
      67            7.68       6.82       7.55       6.76       7.20       6.60       6.70       6.33        6.16         5.99
      68            7.91       7.00       7.76       6.93       7.35       6.74       6.80       6.43        6.21         6.04
      69            8.15       7.19       7.98       7.11       7.51       6.89       6.89       6.54        6.25         6.10

      70            8.41       7.39       8.21       7.30       7.67       7.04       6.97       6.64        6.28         6.15
      71            8.69       7.62       8.45       7.51       7.83       7.21       7.06       6.74        6.32         6.20
      72            8.99       7.86       8.70       7.73       8.00       7.38       7.14       6.85        6.35         6.25
      73            9.31       8.12       8.97       7.97       8.16       7.55       7.21       6.95        6.37         6.29
      74            9.65       8.41       9.26       8.23       8.33       7.73       7.29       7.04        6.39         6.33

      75           10.02       8.72       9.55       8.50       8.50       7.92       7.35       7.14        6.41         6.36
- ---------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------- ----------- --------------
</TABLE>

                 Rates are based on mortality from 1983 Table a.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.


                                       35
<PAGE>


                                    OPTION 3

                           Life Income for Two Payees

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

               (Annuitant is Male and Second Annuitant is Female)

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

<TABLE>
<CAPTION>
- ------------------------------------- ----------------- ----------------- ------------------ ----------------- -----------------
           Adjusted Ages
- -------------------------------------
                        Second
    Annuitant          Annuitant         Option 3a         Option 3b          Option 3c         Option 3d         Option 3e
- ------------------ ------------------ ----------------- ----------------- ------------------ ----------------- -----------------
       <S>                <C>              <C>               <C>               <C>                <C>               <C>

       55                 50               $ 3.97            $ 4.35            $ 4.56             $ 3.97            $ 4.42
       55                 55                 4.16              4.54              4.76               4.15              4.54
       55                 60                 4.34              4.76              5.00               4.34              4.64

       60                 55                 4.27              4.73              5.00               4.26              4.83
       60                 60                 4.51              4.99              5.27               4.50              4.98
       60                 65                 4.76              5.29              5.60               4.75              5.13

       65                 60                 4.66              5.25              5.61               4.65              5.39
       65                 65                 4.99              5.61              5.99               4.98              5.60
       65                 70                 5.34              6.03              6.46               5.31              5.81

       70                 65                 5.19              5.97              6.44               5.17              6.14
       70                 70                 5.67              6.49              6.99               5.62              6.47
       70                 75                 6.16              7.10              7.68               6.07              6.77

       75                 70                 5.95              6.96              7.61               5.87              7.20
       75                 75                 6.64              7.73              8.43               6.48              7.68
       75                 80                 7.33              8.62              9.45               7.02              8.13
- ------------------ ------------------ ----------------- ----------------- ------------------ ----------------- -----------------
</TABLE>

                 Rates are based on mortality from 1983 Table a.
   The rates assume the Annuitant is Male and the Second Annuitant is Female.
    Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.


                                       36
<PAGE>


                                    OPTION 3

                           Life Income for Two Payees

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

               (Annuitant is Female and Second Annuitant is Male)

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

<TABLE>
<CAPTION>
- ------------------------------------- ----------------- ----------------- ------------------ ----------------- -----------------
           Adjusted Ages
- -------------------------------------
                        Second
    Annuitant          Annuitant         Option 3a         Option 3b          Option 3c         Option 3d         Option 3e
- ------------------ ------------------ ----------------- ----------------- ------------------ ----------------- -----------------
       <S>                <C>              <C>               <C>                <C>               <C>               <C>

       55                 50               $ 4.03            $ 4.36             $ 4.55            $ 4.03            $ 4.41
       55                 55                 4.16              4.54               4.76              4.15              4.54
       55                 60                 4.27              4.73               5.00              4.26              4.83

       60                 55                 4.34              4.76               5.00              4.34              4.64
       60                 60                 4.51              4.99               5.27              4.50              4.98
       60                 65                 4.66              5.25               5.61              4.65              5.39

       65                 60                 4.76              5.29               5.60              4.75              5.13
       65                 65                 4.99              5.61               5.99              4.98              5.60
       65                 70                 5.19              5.97               6.44              5.17              6.14

       70                 65                 5.34              6.03               6.46              5.31              5.81
       70                 70                 5.67              6.49               6.99              5.62              6.47
       70                 75                 5.95              6.96               7.61              5.87              7.20

       75                 70                 6.16              7.10               7.68              6.07              6.77
       75                 75                 6.64              7.73               8.43              6.48              7.68
       75                 80                 7.04              8.39               9.29              6.79              8.70
- ------------------ ------------------ ----------------- ----------------- ------------------ ----------------- -----------------
</TABLE>

                 Rates are based on mortality from 1983 Table a.
   The rates assume the Annuitant is Female and the Second Annuitant is Male.
    Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.


                                       37
<PAGE>


                                    OPTION 3

                           Life Income for Two Payees

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

               (Annuitant is Male and Second Annuitant is Female)

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

<TABLE>
<CAPTION>
- ------------------------------------- ----------------- ----------------- ------------------ ----------------- -----------------
           Adjusted Ages
- -------------------------------------
                        Second
    Annuitant          Annuitant         Option 3a         Option 3b          Option 3c         Option 3d         Option 3e
- ------------------ ------------------ ----------------- ----------------- ------------------ ----------------- -----------------
       <S>                <C>             <C>               <C>               <C>                <C>               <C>

       55                 50              $ 4.88            $ 5.26            $ 5.48             $ 4.88            $ 5.34
       55                 55                5.04              5.44              5.66               5.04              5.43
       55                 60                5.21              5.65              5.89               5.21              5.53

       60                 55                5.15              5.63              5.91               5.14              5.73
       60                 60                5.37              5.87              6.16               5.37              5.86
       60                 65                5.61              6.16              6.49               5.60              6.01

       65                 60                5.52              6.14              6.51               5.51              6.28
       65                 65                5.83              6.49              6.87               5.82              6.47
       65                 70                6.17              6.90              7.33               6.13              6.67

       70                 65                6.04              6.84              7.34               6.00              7.03
       70                 70                6.49              7.35              7.87               6.44              7.33
       70                 75                6.97              7.96              8.56               6.87              7.62

       75                 70                6.77              7.84              8.51               6.68              8.08
       75                 75                7.45              8.60              9.33               7.27              8.55
       75                 80                8.14              9.49             10.35               7.80              8.98
- ------------------ ------------------ ----------------- ----------------- ------------------ ----------------- -----------------
</TABLE>

                 Rates are based on mortality from 1983 Table a.
   The rates assume the Annuitant is Male and the Second Annuitant is Female.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.


                                       38
<PAGE>



                                    OPTION 3

                           Life Income for Two Payees

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

             (Annuitant is Female and the Second Annuitant is Male)

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

<TABLE>
<CAPTION>
- ------------------------------------- ----------------- ----------------- ------------------ ----------------- -----------------
           Adjusted Ages
- -------------------------------------
                        Second
    Annuitant          Annuitant         Option 3a         Option 3b          Option 3c         Option 3d         Option 3e
- ------------------ ------------------ ----------------- ----------------- ------------------ ----------------- -----------------
       <S>                <C>             <C>               <C>               <C>                <C>               <C>

       55                 50              $ 4.93            $ 5.27            $ 5.46             $ 4.93            $ 5.19
       55                 55                5.04              5.44              5.66               5.04              5.43
       55                 60                5.15              5.63              5.91               5.14              5.73

       60                 55                5.21              5.65              5.89               5.21              5.53
       60                 60                5.37              5.87              6.16               5.37              5.86
       60                 65                5.52              6.14              6.51               5.51              6.28

       65                 60                5.61              6.16              6.49               5.60              6.01
       65                 65                5.83              6.49              6.87               5.82              6.47
       65                 70                6.04              6.84              7.34               6.00              7.03

       70                 65                6.17              6.90              7.33               6.13              6.67
       70                 70                6.49              7.35              7.87               6.44              7.33
       70                 75                6.77              7.84              8.51               6.68              8.08

       75                 70                6.97              7.96              8.56               6.87              7.62
       75                 75                7.45              8.60              9.33               7.27              8.55
       75                 80                7.86              9.28             10.20               7.57              9.59
- ------------------ ------------------ ----------------- ----------------- ------------------ ----------------- -----------------
</TABLE>

                 Rates are based on mortality from 1983 Table a.
   The rates assume the Annuitant is Female and the Second Annuitant is Male.
    Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.


                                       39
<PAGE>

- --------------------------------------------------------------------------------
                       Aetna Insurance Company of America
                       Home Office: 151 Farmington Avenue
                                 P.O. Box 30670
                        Hartford, Connecticut 06150-0670
                                 (800) 531-4547
             Group Variable, Fixed, or Combination Annuity Contract
                                Nonparticipating
- --------------------------------------------------------------------------------


ALL PAYMENTS AND VALUES PROVIDED BY THE GROUP CONTRACT, WHEN BASED ON INVESTMENT
EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT. THIS CONTRACT CONTAINS A MARKET VALUE ADJUSTMENT FORMULA.
APPLICATION OF A MARKET VALUE ADJUSTMENT MAY RESULT IN EITHER AN INCREASE OR
DECREASE IN THE CURRENT VALUE. THE MARKET VALUE ADJUSTMENT FORMULA DOES NOT
APPLY TO A GUARANTEED TERM AT THE TIME OF ITS MATURITY.


                                       40


                       Aetna Insurance Company of America

                                   Endorsement

The Contract and Certificate are endorsed as follows.

1.     On the Contract Schedule, under Separate Account and AG Account, delete
       Transfers and replace it with the following.

       Transfers:
       We allow an unlimited number of transfers during the Accumulation Period.
       Each calendar year, [12] transfers are free of charge. We reserve the
       right to impose a transfer charge of up to [$10] for each subsequent
       transfer.

       When a variable Annuity has been elected, [four] free transfers per
       calendar year are allowed among the Funds available during the Annuity
       Period. We reserve the right to allow additional transfers.

2.     On the Contract Schedule, delete Systematic Withdrawal Option.

3.     Delete Section 1.17, Dollar Cost Averaging, and replace it with the 
       following.

       1.17  Dollar Cost Averaging

       A program that permits the Certificate Holder to systematically transfer
       amounts from any of the Funds or an available AG Account guaranteed term
       to any of the Funds. We reserve the right to establish terms and
       conditions governing Dollar Cost Averaging. Dollar Cost Averaging is not
       available if an SDO is in effect.

4.     Delete the third paragraph under Section 2.10, Change of Contract.

5.     Delete the second sentence in Section 3.02, Certificate Holder Rights, 
       and replace it with the following:

       The Certificate Holder and any joint Certificate Holder are named on the
       Specifications page of the Certificate.

6.     Delete Section 5.02, Allocation of Purchase Payments, and replace it with
       the following.

       5.02  Allocation of Purchase Payments

       Each Net Purchase Payment will be allocated, as directed by the
       Certificate Holder, and subject to terms and conditions We specify, among
       any available:

       (a)    Funds in which the Separate Account invests;
       (b)    AG Account guaranteed terms.


                                                                               1

<PAGE>

       For each Net Purchase Payment, the Certificate Holder shall tell Us the
       percentage of each Net Purchase Payment to allocate to any AG Account
       guaranteed term made available subject to terms and conditions We
       specify, and/or each Fund. Unless different instructions are received for
       any subsequent Net Purchase Payment, the allocation will be the same as
       for the most recent directive from the Certificate Holder. If the same
       guaranteed term(s) are not available, the next shortest will be used. If
       no shorter guaranteed term is available, the next longer term will be
       used.

7.     Delete Section 7.02, Deposit Period, and replace it with the following.

       7.02  Deposit Period

        A day, a calendar week, a calendar month, a calendar quarter, or any
       other period of time We specify during which Net Purchase Payment(s),
       transfers and/or reinvestments may be allocated to one or more AG Account
       guaranteed terms. We reserve the right to shorten or to extend the
       deposit period. During a deposit period, We may offer any number of
       guaranteed terms and more than one guaranteed term of the same duration
       may be offered.

8.     Delete Section 7.03, Guaranteed Term, and replace it with the following.

       7.03  Guaranteed Term

         The period of time We specify for which a specific guaranteed rate(s)
         is offered on amounts invested during a specific deposit period.
         Guaranteed terms are made available subject to Our terms and
         conditions, including, but not limited to, Our right to restrict
         allocations to new Net Purchase Payments (such as by prohibiting
         transfers into a particular guaranteed term from any other guaranteed
         term or from any of the Funds, or by prohibiting reinvestment of a
         Maturity Value to a particular guaranteed term. More than one
         guaranteed term of the same duration may be offered during a deposit
         period.

9.     Delete Section 7.04, Guaranteed Term(s) Groups, and replace it with the 
       following.

       7.04 Guaranteed Term(s) Groups

       All AG Account guaranteed term(s) of the same duration (from the close of
       the deposit period until the designated Maturity Date).

10.    Delete the first sentence in Section 7.06, Allocation of Net Purchase
       Payments to the AG Account, and replace it with the following.

       When the Certificate Holder wishes to allocate all or any portion of a
       Net Purchase Payment to the AG Account, he or she must tell Us the
       percentage to apply to one or more of the guaranteed terms made
       available, subject to terms and conditions We specify, during the current
       deposit period.


11.    Delete subsection (c) under Section 7.08, Withdrawals and Transfers from
       the AG Account, and replace it with the following.

       (c)  Withdrawals under an SDO.


                                                                               2
<PAGE>

12.    Add the following as subsection (d) under Section 7.08, Withdrawals and 
       Transfers from the AG Account.

       (d) Under a qualified Contract when the amount withdrawn is equal to the
       required minimum distribution for the Certificate Holder's Account using
       a method permitted under the Code and agreed to by Us.

13.    Delete the second sentence in Section 7.10, AG Account Market Value
       Adjustment (Factor), and replace it with the following.

       Except as noted in Sections 7.07, 7.08, 7.09, 10.02 and 12.01, an MVA
       factor is applied to any amount withdrawn from the AG Account before the
       end of a guaranteed term.

14.    Delete subsection (b) under Section 8.02, Transfers During the
       Accumulation Period, delete (4) and replace it with the following.

       (b) Any AG Account guaranteed term made available, subject to terms and
       conditions We specify.

15.    In the fourth paragraph in Section 8.02, Transfers During the 
       Accumulation Period, delete  (3) and (4) and replace them with the 
       following.

       (3) transfers under the Dollar Cost Averaging program; 

       (4) amounts distributed under an SDO.

16.    Delete the last sentence in subsections (c) and (f) under Section 8.05,
       Waiver of Deferred Sales Charge, and replace it with the following.

       (c)  This waiver is not available if an SDO has been in effect at any 
       time during the calendar year;

       (f)  For a distribution which is part of an SDO.

17.    Delete Section 8.07, Systematic Withdrawal Option (SWO), and replace it 
       with the following.

       8.07  Systematic Distribution Options (SDOs)

       Without further endorsement of the Contract or Certificate, We may, from
       time to time, make one or more systematic distribution options (SDOs)
       available during the Accumulation Period. When an SDO is elected, We will
       make automatic payments from the Certificate Holder's Account. No
       deferred sales charge or MVA will apply to the automatic payments made
       under an SDO.

       Any SDO will be subject to the following criteria:

       (a)    Any SDO will be available to similarly situated contracts 
              uniformly, and on the basis of objective criteria consistently 
              applied;

       (b)    The availability of any SDO may be limited by terms and conditions
              applicable to the election of such SDO; and


                                                                               3

<PAGE>

       (c)    We may discontinue the availability of an SDO at any time. Except
              to the extent required to comply with applicable law, the
              availability of an SDO will apply only to future elections. Such a
              change will not affect SDOs in effect at the time an option is
              discontinued.

18.    Insert the following at the end of Section 12.01, Designation of 
       Annuitant.

       During the Annuity Period when a variable Annuity has been elected, at
       the request of the Certificate Holder, all or any portion of the amount
       allocated to a Fund may be transfered to any other Fund available during
       the Annuity Period. The number of transfers allowed without charge each
       calendar year is shown on the Contract Schedule. We reserve the right to
       allow additional transfers.

       Transfer requests must be expressed as a percentage of the allocation
       among the Funds of the amount upon which the variable Annuity will be
       based. We reserve the right to establish a minimum transfer amount.
       Transfers will be effective as of the Valuation Period in which We
       receive a transfer request in good order at Our Home Office.

19.    Delete the second paragraph of Section 12.02 Terms of Annuity Options, 
       and replace it with the following.

       If a fixed Annuity is chosen, We will use the applicable current
       settlement rate if it will provide higher fixed Annuity payments.

20.    Delete Section 12.06, Annuity Options, and replace it with the following.

       12.06  Annuity Options

       Option 1. Payments for a Specified Period: Payments are made for the
       number of years specified by the Certificate Holder. The number of years
       must be at least five and not more than 30.

       Option 2. Life income based on the life of the Annuitant: Payments are
       made until the death of the Annuitant. When this option is elected, the
       Certificate Holder must also choose one of the following:

       (a)    payments cease at the death of the Annuitant;
       (b)    payments are guaranteed for a specified period from five to 30 
              years;
       (c)    cash refund: if the Annuitant dies, the Beneficiary will receive a
              lump sum payment equal to the amount applied to the Annuity option
              (less any premium tax, if applicable) less the total amount of
              Annuity payments made prior to such death. This cash refund
              feature is only available if the total amount applied to the
              Annuity option is allocated to a fixed Annuity.

       Option 3. Life income based on the lives of two Annuitants: Payments are
       made for the lives of two Annuitants, one of whom is designated the
       second Annuitant, and cease only when both Annuitants have died. When
       this option is elected, the Certificate Holder must also choose one of
       the following:

       (a) 100% of the payment to continue after the first death; 
       (b) 66 2/3% of the payment to continue after the first death; 
       (c) 50% of the payment to continue after the first death;


                                                                               4

<PAGE>

       (d) 100% of the payment to continue after the first death and payments
           are guaranteed for a period of five to 30 years;
       (e) 100% of the payment to continue at the death of the designated second
           Annuitant and 50% of the payment to continue at the death of the
           Annuitant; or
       (f) 100% of the payment continues after the first death with a cash
           refund feature. If the Annuitant and designated second Annuitant die,
           the Beneficiary will receive a lump sum payment equal to the amount
           applied to the Annuity option (less any premium tax) less the total
           amount of Annuity payments paid prior to such death. This cash refund
           feature is only available if the total amount applied to the Annuity
           option is allocated to a fixed Annuity.

       If a fixed Annuity is chosen under Option 1, Option 2 (a) or (b), or
       Option 3 (a) or (d), the Certificate Holder may elect an annual increase
       of one, two or three percent compounded annually.

       As allowed under applicable state law, We reserve the right to offer
       additional Annuity options.

21.    Delete the tables showing rates for Annuity Options 1, 2 and 3 and 
       replace them with the tables provided in Addendum A attached.

Endorsed and made a part of the Contract and the Certificate as of the Effective
Date or when the endorsement is approved, whichever is later.

                       /s/Dan Kearney
                       President
                       Aetna Insurance Company of America



                                                                               5


                       Aetna Insurance Company of America

                                   Endorsement

The Contract is endorsed as follows.

1.     On the Contract Schedule, under Separate Account and AG Account, delete
       Transfers and replace it with the following.

       Transfers:
       We allow an unlimited number of transfers during the Accumulation Period.
       Each calendar year, [12] transfers are free of charge. We reserve the
       right to impose a transfer charge of up to [$10] for each subsequent
       transfer.

       When a variable Annuity has been elected, [four] free transfers per
       calendar year are allowed among the Funds available during the Annuity
       Period. We reserve the right to allow additional transfers.

2.     On the Contract Schedule, delete Systematic Withdrawal Option.

3.     Delete Section 1.17, Dollar Cost Averaging, and replace it with the
       following.

       1.17  Dollar Cost Averaging

       A program that permits the Contract Holder to systematically transfer
       amounts from any of the Funds or an available AG Account guaranteed term
       to any of the Funds. We reserve the right to establish terms and
       conditions governing Dollar Cost Averaging. Dollar Cost Averaging is not
       available if an SDO is in effect.

4.     Delete the third paragraph under Section 2.10, Change of Contract.

5.     Delete Section 5.02, Allocation of Purchase Payments, and replace it with
       the following:

       5.02  Allocation of Purchase Payments

       Each Net Purchase Payment will be allocated, as directed by the Contract
       Holder, and subject to terms and conditions We specify, among any
       available:

       (a)    Funds in which the Separate Account invests;
       (b)    AG Account guaranteed terms.

       For each Net Purchase Payment, the Contract Holder shall tell Us the
       percentage of each Net Purchase Payment to allocate to any AG Account
       guaranteed term made available subject to terms and conditions We
       specify, and/or each Fund. Unless different instructions are received for
       any subsequent Net Purchase Payment, the allocation will be the same as
       for the most recent directive from the Contract Holder. If the same
       guaranteed term(s) are not available, the next shortest will be used. If
       no shorter guaranteed term is available, the next longer term will be
       used.


                                                                               1

<PAGE>

6.     Delete Section 7.02, Deposit Period, and replace it with the following.

       7.02  Deposit Period

       A day, a calendar week, a calendar month, a calendar quarter, or any
       other period of time We specify during which Net Purchase Payment(s),
       transfers and/or reinvestments may be allocated to one or more AG Account
       guaranteed terms. We reserve the right to shorten or to extend the
       deposit period. During a deposit period, We may offer any number of
       guaranteed terms and more than one guaranteed term of the same duration
       may be offered.

7.     Delete Section 7.03, Guaranteed Term, and replace it with the following.

       7.03  Guaranteed Term

         The period of time We specify for which a specific guaranteed rate(s)
         is offered on amounts invested during a specific deposit period.
         Guaranteed terms are made available subject to Our terms and
         conditions, including, but not limited to, Our right to restrict
         allocations to new Net Purchase Payments (such as by prohibiting
         transfers into a particular guaranteed term from any other guaranteed
         term or from any of the Funds, or by prohibiting reinvestment of a
         Maturity Value to a particular guaranteed term). More than one
         guaranteed term of the same duration may be offered during a deposit
         period.

8.     Delete Section 7.04, Guaranteed Term(s) Groups, and replace it with the
       following.

       7.04 Guaranteed Term(s) Groups

       All AG Account guaranteed term(s) of the same duration (from the close of
       the deposit period until the designated Maturity Date).

9.     Delete the first sentence in Section 7.06, Allocation of Net Purchase
       Payments to the AG Account, and replace it with the following.

       When the Contract Holder wishes to allocate all or any portion of a Net
       Purchase Payment to the AG Account, he or she must tell Us the percentage
       to apply to one or more of the guaranteed terms made available, subject
       to terms and conditions We specify, during the current deposit period.


10.    Delete subsection (c) under Section 7.08, Withdrawals and Transfers from
       the AG Account, and replace it with the following.

       (c)  Withdrawals under an SDO.

11.    Add the following as subsection (d) under Section 7.08, Withdrawals and
       Transfers from the AG Account.

       (d) Under a qualified Contract when the amount withdrawn is equal to the
       required minimum distribution for the Contract using a method permitted
       under the Code and agreed to by Us.


                                                                               2

<PAGE>

12.    Delete the second sentence in Section 7.10, AG Account Market Value
       Adjustment (Factor), and replace it with the following.

       Except as noted in Sections 7.07, 7.08, 7.09, 10.02 and 12.01, an MVA
       factor is applied to any amount withdrawn from the AG Account before the
       end of a guaranteed term.

13.    Delete subsection (b) under Section 8.02, Transfers During the
       Accumulation Period, delete (4) and replace it with the following.

       (b) Any AG Account guaranteed term made available, subject to terms and
           conditions We specify.

14.    In the fourth paragraph in Section 8.02, Transfers During the
       Accumulation Period, delete (3) and (4) and replace them with the
       following.

       (3) transfers under the Dollar Cost Averaging program; 

       (4) amounts distributed under an SDO.

15.    Delete the last sentence in subsections (c) and (f) under Section 8.05,
       Waiver of Deferred Sales Charge, and replace it with the following.

       (c)  This waiver is not available if an SDO has been in effect at any 
            time during the calendar year;

       (f)  For a distribution which is part of an SDO.

16.    Delete Section 8.07, Systematic Withdrawal Option (SWO), and replace it 
       with the following.

       8.07  Systematic Distribution Options (SDOs)

       Without further endorsement of the Contract, We may, from time to time,
       make one or more systematic distribution options (SDOs) available during
       the Accumulation Period. When an SDO is elected, We will make automatic
       payments from the Contract. No deferred sales charge or MVA will apply to
       the automatic payments made under an SDO.

       Any SDO will be subject to the following criteria:

       (a)    Any SDO will be available to similarly situated contracts 
              uniformly, and on the basis of objective criteria consistently 
              applied;

       (b)    The availability of any SDO may be limited by terms and conditions
              applicable to the election of such SDO; and

       (c)    We may discontinue the availability of an SDO at any time. Except
              to the extent required to comply with applicable law, the
              availability of an SDO will apply only to future elections. Such a
              change will not affect SDOs in effect at the time an option is
              discontinued.


                                                                               3

<PAGE>

17.    Insert the following at the end of Section 12.01, Designation of 
       Annuitant.

       During the Annuity Period when a variable Annuity has been elected, at
       the request of the Contract Holder, all or any portion of the amount
       allocated to a Fund may be transfered to any other Fund available during
       the Annuity Period. The number of transfers allowed without charge each
       calendar year is shown on the Contract Schedule. We reserve the right to
       allow additional transfers.

       Transfer requests must be expressed as a percentage of the allocation
       among the Funds of the amount upon which the variable Annuity will be
       based. We reserve the right to establish a minimum transfer amount.
       Transfers will be effective as of the Valuation Period in which We
       receive a transfer request in good order at Our Home Office.

18.    Delete the second paragraph of Section 12.02 Terms of Annuity Options, 
       and replace it with the following.

       If a fixed Annuity is chosen, We will use the applicable current
       settlement rate if it will provide higher fixed Annuity payments.

19.    Delete Section 12.06, Annuity Options, and replace it with the following.

       12.06  Annuity Options

       Option 1. Payments for a Specified Period: Payments are made for the
       number of years specified by the Contract Holder. The number of years
       must be at least five and not more than 30.

       Option 2. Life income based on the life of the Annuitant: Payments are
       made until the death of the Annuitant. When this option is elected, the
       Contract Holder must also choose one of the following:

       (a)    payments cease at the death of the Annuitant;
       (b)    payments are guaranteed for a specified period from five to 30 
              years;
       (c)    cash refund: if the Annuitant dies, the Beneficiary will receive a
              lump sum payment equal to the amount applied to the Annuity option
              (less any premium tax, if applicable) less the total amount of
              Annuity payments made prior to such death. This cash refund
              feature is only available if the total amount applied to the
              Annuity option is allocated to a fixed Annuity.

       Option 3. Life income based on the lives of two Annuitants: Payments are
       made for the lives of two Annuitants, one of whom is designated the
       second Annuitant, and cease only when both Annuitants have died. When
       this option is elected, the Contract Holder must also choose one of the
       following:

       (a)    100% of the payment to continue after the first death; 
       (b)    66 2/3% of the payment to continue after the first death; 
       (c)    50% of the payment to continue after the first death;
       (d)    100% of the payment to continue after the first death and payments
              are guaranteed for a period of five to 30 years;
       (e)    100% of the payment to continue at the death of the designated 
              second Annuitant and 50% of the payment to continue at the death 
              of the Annuitant; or


                                                                               4

<PAGE>

       (f)    100% of the payment continues after the first death with a cash
              refund feature. If the Annuitant and designated second Annuitant
              die, the Beneficiary will receive a lump sum payment equal to the
              amount applied to the Annuity option (less any premium tax) less
              the total amount of Annuity payments paid prior to such death.
              This cash refund feature is only available if the total amount
              applied to the Annuity option is allocated to a fixed Annuity.

       If a fixed Annuity is chosen under Option 1, Option 2 (a) or (b), or
       Option 3 (a) or (d), the Contract Holder may elect an annual increase of
       one, two or three percent compounded annually.

       As allowed under applicable state law, We reserve the right to offer
       additional Annuity options.

20.    Delete the tables showing rates for Annuity Options 1, 2 and 3 and 
       replace them with the tables provided in Addendum A attached.

Endorsed and made a part of the Contract as of the Effective Date or when the
endorsement is approved, whichever is later.

                       /s/Dan Kearney
                       President
                       Aetna Insurance Company of America


                                                                               5


                         Consent of Independent Auditors


The Board of Directors of Aetna Insurance Company of America
and Contract Owners of Variable Annuity Account I:


We consent to the use of our reports dated March 20, 1997 and February 14, 1997
included herein and to the references to our Firm under the captions "Condensed
Financial Information" in the Prospectus and "Independent Auditors" in the
Statement of Additional Information.



                                                           KPMG Peat Marwick LLP


Hartford, Connecticut
April 23, 1997












[Aetna Letterhead]                            151 Farmington Avenue
[Aetna Logo]                                  Hartford, CT 06156
                                              
                                              Susan E. Bryant
                                              Counsel
                                              Law Division, RE4A
                                              Investments & Financial Services
                                              (860) 273-7834
                                              Fax: (860) 273-0356

April 23, 1997

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

Re:  Variable Annuity Account I of Aetna Insurance Company of America
     Post-Effective Amendment No. 8 to Registration Statement on Form N-4
     File Nos. 33-80750 and 811-8582

Dear Sir or Madam:

As Counsel of Aetna Insurance Company of America (the "Company"), I hereby
consent to the use of my opinion dated February 28, 1997 (incorporated herein by
reference to the 24f-2 Notice for the fiscal year ended December 31, 1996 filed
on behalf of Variable Annuity Account I of Aetna Insurance Company of America on
February 28, 1997) as an exhibit to this Post-Effective Amendment No. 8 to
Registration Statement on Form N-4 (File No. 33-80750).

Sincerely,

/s/Susan E. Bryant

Susan E. Bryant
Counsel
Aetna Insurance Company of America


<TABLE> <S> <C>


<ARTICLE>                     6
<CIK>                         0000925981
<NAME>                        Variable Annuity Account I
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                   DEC-31-1996
<PERIOD-START>                      JAN-01-1996
<PERIOD-END>                        DEC-31-1996
<INVESTMENTS-AT-COST>               205,026,902
<INVESTMENTS-AT-VALUE>              218,897,920
<RECEIVABLES>                                 0
<ASSETS-OTHER>                                0
<OTHER-ITEMS-ASSETS>                          0
<TOTAL-ASSETS>                      218,897,920
<PAYABLE-FOR-SECURITIES>                      0
<SENIOR-LONG-TERM-DEBT>                       0
<OTHER-ITEMS-LIABILITIES>                     0
<TOTAL-LIABILITIES>                           0
<SENIOR-EQUITY>                               0
<PAID-IN-CAPITAL-COMMON>                      0
<SHARES-COMMON-STOCK>                         0
<SHARES-COMMON-PRIOR>                         0
<ACCUMULATED-NII-CURRENT>                     0
<OVERDISTRIBUTION-NII>                        0
<ACCUMULATED-NET-GAINS>                       0
<OVERDISTRIBUTION-GAINS>                      0
<ACCUM-APPREC-OR-DEPREC>                      0
<NET-ASSETS>                        218,897,920
<DIVIDEND-INCOME>                     3,142,826
<INTEREST-INCOME>                             0
<OTHER-INCOME>                                0
<EXPENSES-NET>                        1,469,442
<NET-INVESTMENT-INCOME>               1,673,384
<REALIZED-GAINS-CURRENT>                326,627
<APPREC-INCREASE-CURRENT>            12,505,010
<NET-CHANGE-FROM-OPS>                14,505,021
<EQUALIZATION>                                0
<DISTRIBUTIONS-OF-INCOME>                     0
<DISTRIBUTIONS-OF-GAINS>                      0
<DISTRIBUTIONS-OTHER>                         0
<NUMBER-OF-SHARES-SOLD>                       0
<NUMBER-OF-SHARES-REDEEMED>                   0
<SHARES-REINVESTED>                           0
<NET-CHANGE-IN-ASSETS>                        0
<ACCUMULATED-NII-PRIOR>                       0
<ACCUMULATED-GAINS-PRIOR>                     0
<OVERDISTRIB-NII-PRIOR>                       0
<OVERDIST-NET-GAINS-PRIOR>                    0
<GROSS-ADVISORY-FEES>                         0
<INTEREST-EXPENSE>                            0
<GROSS-EXPENSE>                               0
<AVERAGE-NET-ASSETS>                          0
<PER-SHARE-NAV-BEGIN>                         0
<PER-SHARE-NII>                               0
<PER-SHARE-GAIN-APPREC>                       0
<PER-SHARE-DIVIDEND>                          0
<PER-SHARE-DISTRIBUTIONS>                     0
<RETURNS-OF-CAPITAL>                          0
<PER-SHARE-NAV-END>                           0
<EXPENSE-RATIO>                               0
<AVG-DEBT-OUTSTANDING>                        0
<AVG-DEBT-PER-SHARE>                          0
        


</TABLE>


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