-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UAGELVZV/QwAIAzQKzK5OmGt8dwhXkXjdRfbiJHEY8JD4pBx2kDqF5VE/cksyxsX hS9+sZarGuNnn2LxVZtxAQ== 0000949377-01-500539.txt : 20020412 0000949377-01-500539.hdr.sgml : 20020412 ACCESSION NUMBER: 0000949377-01-500539 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20011211 EFFECTIVENESS DATE: 20011211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO CENTRAL INDEX KEY: 0000103007 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 710294708 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-81216 FILM NUMBER: 1811189 BUSINESS ADDRESS: STREET 1: 151 FARMINGTON AVE CITY: HARTFORD STATE: CT ZIP: 06156 BUSINESS PHONE: 2032734808 MAIL ADDRESS: STREET 1: C/O AETNA LIFE & CASUALTY STREET 2: 151 FARMINGTON AVE CITY: HARTFORD STATE: CT ZIP: 06156 FORMER COMPANY: FORMER CONFORMED NAME: VARIABLE ANNUITY ACCOUNT C OF AETNA VARIABLE ANNUITY LIFE IN DATE OF NAME CHANGE: 19791108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO CENTRAL INDEX KEY: 0000103007 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 710294708 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-02513 FILM NUMBER: 1811190 BUSINESS ADDRESS: STREET 1: 151 FARMINGTON AVE CITY: HARTFORD STATE: CT ZIP: 06156 BUSINESS PHONE: 2032734808 MAIL ADDRESS: STREET 1: C/O AETNA LIFE & CASUALTY STREET 2: 151 FARMINGTON AVE CITY: HARTFORD STATE: CT ZIP: 06156 FORMER COMPANY: FORMER CONFORMED NAME: VARIABLE ANNUITY ACCOUNT C OF AETNA VARIABLE ANNUITY LIFE IN DATE OF NAME CHANGE: 19791108 485BPOS 1 ing52897485bpos.txt 485BPOS As filed with the Securities and Exchange Registration No. 33-81216 Commission on December 11, 2001 Registration No. 811-2513 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-4 - -------------------------------------------------------------------------------- POST-EFFECTIVE AMENDMENT NO. 20 TO REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 and Amendment to REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 - -------------------------------------------------------------------------------- Variable Annuity Account C of Aetna Life Insurance and Annuity Company Aetna Life Insurance and Annuity Company 151 Farmington Avenue, TS31, Hartford, Connecticut 06156 Depositor's Telephone Number, including Area Code: (860) 273-4686 Julie E. Rockmore, Counsel Aetna Life Insurance and Annuity Company 151 Farmington Avenue, TS31, Hartford, Connecticut 06156 (Name and Address of Agent for Service) - -------------------------------------------------------------------------------- It is proposed that this filing will become effective: x immediately upon filing pursuant to paragraph (b) of Rule 485 -------- on December 11, 2001 pursuant to paragraph (b) of Rule 485 -------- PARTS A AND B The Prospectus and Statement of Additional Information, each dated May 1, 2001, are incorporated in Parts A and B, respectively, of this Post-Effective Amendment No. 20 by reference to Post-Effective Amendment No. 18 to the Registration Statement on Form N-4 (File No. 33-81216), as filed on April 9, 2001 and declared effective on May 1, 2001. A Supplement to the Prospectus and a Supplement to the Statement of Additional Information, each dated December 11, 2001, are included in Parts A and B, respectively, of this Post-Effective Amendment. VARIABLE ANNUITY ACCOUNT C AETNA LIFE INSURANCE AND ANNUITY COMPANY SUPPLEMENT DATED DECEMBER 11, 2001 TO PROSPECTUS DATED MAY 1, 2001 The information in this supplement updates and amends certain information contained in the Prospectus dated May 1, 2001. You should read this supplement along with the Prospectus. o Effective December 11, 2001, the following replaces the subsection entitled "Fee Table - Fees Deducted from the Subaccounts": FEES DEDUCTED FROM THE AETNA FUND SUBACCOUNTS, PORTFOLIO PARTNERS SUBACCOUNTS AND PILGRIM FUND SUBACCOUNTS (Daily deductions equal to the given percentage of values invested in the subaccounts on an annual basis) MORTALITY AND EXPENSE RISK CHARGE..................................0.75%(1) ADMINISTRATIVE EXPENSE CHARGE......................................0.25%(2) ----- TOTAL SEPARATE ACCOUNT EXPENSES....................................1.00% ===== FEES DEDUCTED FROM ALL OTHER SUBACCOUNTS (Daily deductions equal to the given percentage of values invested in the subaccounts on an annual basis) MORTALITY AND EXPENSE RISK CHARGE..................................0.85%(1) ADMINISTRATIVE EXPENSE CHARGE......................................0.25%(2) ----- TOTAL SEPARATE ACCOUNT EXPENSES....................................1.10% ===== (1) The charge stated above applies to the accumulation phase only. (2) This charge is currently only deducted during the accumulation phase. We are not currently deducting this charge during the income phase, although we reserve the right to do so. o The following replaces the subsection entitled "Fee Table - Hypothetical Examples": HYPOTHETICAL EXAMPLES ACCOUNT FEES INCURRED OVER TIME. The following hypothetical examples show the fees paid over time if $1,000 is invested in a subaccount, assuming a 5% annual return on the investment. For the purpose of these examples, we deducted a mortality and expense risk charge of 0.75% on an annual basis for the Aetna Fund subaccounts, the Portfolio Partners subaccounts and the Pilgrim Fund subaccounts, and 0.85% on an annual basis for all other subaccounts. We also deducted the administrative expense charge of 0.25% on an annual basis. The total fund expenses are those shown in the column "Total Annual Expenses Without Waivers or Reductions" in the Fund Expense Table. --------------------------------------------- [diamond] These examples are purely hypothetical. WHETHER OR NOT YOU WITHDRAW [diamond] They should not be considered a OR IF YOU SELECT AN INCOME representation of past or future expenses PHASE PAYMENT OPTION AT THE or expected returns. END OF THE PERIODS SHOWN, [diamond] Actual expenses and/or returns may YOU WOULD PAY THE FOLLOWING be more or less than those shown in these FEES: examples. --------------------------------------------- X.81216-01 December 2001
1 YEAR 3 YEARS 5 YEARS 10 YEARS Aetna Ascent VP $18 $55 $95 $206 Aetna Balanced VP, Inc. $16 $50 $87 $189 Aetna Bond VP $15 $47 $82 $179 Aetna Crossroads VP $18 $55 $95 $206 Aetna Growth and Income VP $16 $50 $86 $188 Aetna Index Plus Large Cap VP $15 $46 $79 $172 Aetna Index Plus Mid Cap VP $16 $51 $88 $192 Aetna Index Plus Small Cap VP $19 $58 $101 $218 Aetna Legacy VP $18 $55 $95 $207 Aetna Money Market VP $14 $42 $73 $161 Aetna Value Opportunity VP $18 $55 $95 $206 Calvert Social Balanced Portfolio $20 $62 $107 $231 Fidelity VIP Equity-Income Portfolio $17 $52 $90 $197 Fidelity VIP High Income Portfolio $18 $56 $96 $209 Fidelity VIP II Asset Manager Portfolio $17 $54 $93 $202 Fidelity VIP II Contrafund(R) Portfolio $18 $55 $95 $207 Fidelity VIP II Index 500 Portfolio $15 $45 $78 $171 Janus Aspen Aggressive Growth Portfolio $18 $55 $95 $207 Janus Aspen Growth Portfolio $18 $56 $96 $208 Janus Aspen Worldwide Growth Portfolio $18 $56 $97 $211 MFS(R) Total Return Series $20 $63 $108 $233 Oppenheimer Global Securities Fund/VA $18 $56 $96 $209 Oppenheimer Strategic Bond Fund/VA $19 $59 $102 $221 Pilgrim Emerging Markets Fund, Inc. $28 $85 $145 $307 Pilgrim Natural Resources Trust $27 $83 $141 $299 PPI MFS Capital Opportunities Portfolio $19 $60 $103 $222 PPI MFS Emerging Equities Portfolio $18 $56 $97 $211 PPI MFS Research Growth Portfolio $19 $58 $100 $216 PPI Scudder International Growth Portfolio $20 $63 $108 $233 PPI T. Rowe Price Growth Equity Portfolio $18 $55 $95 $206
o The following replaces the paragraph entitled "Amount" in the subsection entitled "Fees - Mortality and Expense Risk Charge": AMOUNT. Effective December 11, 2001, the mortality and expense risk charge during the accumulation phase is the following percentage on an annual basis of your account value invested in the subaccounts. Aetna Fund subaccounts, Portfolio Partners subaccounts and Pilgrim Fund subaccounts..............................0.75% All other subaccounts.................................................0.85% During the income phase, the mortality and expense risk charge is 1.25% on an annual basis of your account value invested in the subaccounts. o The following replaces the subsection entitled "Fees - Administrative Expense Charge": ADMINISTRATIVE EXPENSE CHARGE AMOUNT. 0.25% on an annual basis from your account value invested in the funds. WHEN/HOW. Effective December 11, 2001, we deduct this fee daily during the accumulation phase from your account value held in the subaccounts corresponding to the funds you select. We do not currently deduct this fee during the income phase, although we reserve the right to do so. If we are imposing this fee under the contract when you enter the income phase, the fee will apply to you during the entire income phase. 2 PURPOSE. This fee helps defray our administrative expenses that cannot be covered by the mortality and expense risk charge described above. The fee is not intended to exceed the average expected cost of administering the contracts. We do not expect to make a profit from this fee. o The following replaces the subsection entitled "The Income Phase - Charges Deducted". CHARGES DEDUCTED. We make a daily deduction of 1.25% on an annual basis for mortality and expense risks from amounts held in the subaccounts. Therefore, if you choose variable income phase payments and a nonlifetime income phase payment option, we still make this deduction from the subaccounts selected, even though we no longer assume any mortality risk for you. We may also deduct a daily administrative charge of 0.25% annually from amounts held in the subaccounts. o The following replaces the subsection entitled "The Income Phase - Death Benefit During the Income Phase" in order to specify that requests for payment of death benefit proceeds should be sent to our Home Office: DEATH BENEFIT DURING THE INCOME PHASE. The death benefits that may be available to a beneficiary are outlined in the payment option table below. If a lump-sum payment is due as a death benefit, we will make payment within seven calendar days after we receive proof of death acceptable to us and the payment request in good order at our Home Office at the following address: Customer Service Settlements 5906 ING Aetna Financial Services P.O. Box 2883 Hartford, CT 06101-8785 3 VARIABLE ANNUITY ACCOUNT C AETNA LIFE INSURANCE AND ANNUITY COMPANY SUPPLEMENT DATED DECEMBER 11, 2001 TO THE STATEMENT OF ADDITIONAL INFORMATION DATED MAY 1, 2001 The information in this supplement updates and amends certain information contained in the Statement of Additional Information dated May 1, 2001 (SAI). You should read this supplement along with the SAI. o The following amends the section entitled "Average Annual Total Return Quotations - Standardized and Non-Standardized": Effective December 11, 2001 the annual mortality and expense risk charge is 0.75% for the Aetna Fund subaccounts, the Portfolio Partners subaccounts and the Pilgrim Fund subaccounts, and 0.85% for all other subaccounts. In addition, effective December 11, 2001 the annual administrative expense charge for all subaccounts is 0.25%. If these charges had been in effect during all periods shown, total return figures would be higher. X.SAI81216-01 December 2001 VARIABLE ANNUITY ACCOUNT C PART C - OTHER INFORMATION Item 24. Financial Statements and Exhibits - ------------------------------------------ (a) Financial Statements: (1) Incorporated by reference in Part A: Condensed Financial Information (2) Incorporated by reference in Part B: Financial Statements of Variable Annuity Account C: - Statement of Assets and Liabilities as of December 31, 2000 - Statement of Operations for the year ended December 31, 2000 - Statements of Changes in Net Assets for the years ended December 31, 2000 and 1999 - Condensed Financial Information for the year ended December 31, 2000 - Notes to Financial Statements - Independent Auditors' Report Financial Statements of Aetna Life Insurance and Annuity Company: - Independent Auditors' Report - Consolidated Statements of Income for the One Month Ended December 31, 2000, the Eleven Months Ended November 30, 2000 and for the Years Ended December 31, 1999 and 1998 - Consolidated Balance Sheets as of December 31, 2000 and 1999 - Consolidated Statements of Changes in Shareholder's Equity for the One Month Ended December 31, 2000, the Eleven Months Ended November 30, 2000 and for the Years Ended December 31, 1999 and 1998 - Consolidated Statements of Cash Flows for the One Month Ended December 31, 2000, the Eleven Months Ended November 30, 2000 and for the Years Ended December 31, 1999 and 1998 - Notes to Consolidated Financial Statements (b) Exhibits (1) Resolution of the Board of Directors of Aetna Life Insurance and Annuity Company establishing Variable Annuity Account C(1) (2) Not applicable (3.1) Broker-Dealer Agreement(2) (3.2) Alternative Form of Wholesaling Agreement and Related Selling Agreement(3) (3.3) Broker-Dealer Agreement dated June 7, 2000 between Aetna Life Insurance and Annuity Company and Aetna Investment Services, Inc. (AISI) and Letter of Assignment to AISI(4) (3.4) Underwriting Agreement dated November 17, 2000 between Aetna Life Insurance and Annuity Company and Aetna Investment Services, LLC(4) (4.1) Variable Annuity Contract (G-401-IB(X/M))(5) (4.2) Variable Annuity Contract (G-CDA-IB(XC/SM))(5) (4.3) Endorsement (EGET-IC(R)) to Contracts G-401-IB(X/M) and G-CDA-IB(XC/SM)(3) (4.4) Endorsement (ESUNYSDO97) to Contracts G-CDA-IB(XC/SM) and G-401-IB(X/M)(6) (4.5) Endorsement (ESU401-01) to Contract G-401-IB(X/M) and Certificate GC401-IB(X/M) (4.6) Endorsement (ESU403-01) to Contract G-401-IB(X/M) and Certificate GC401-IB(X/M) (5) Variable Annuity Contract Application (300-MOP-IB)(7) (6.1) Certificate of Incorporation of Aetna Life Insurance and Annuity Company(8) (6.2) Amendment of Certificate of Incorporation of Aetna Life Insurance and Annuity Company(9) (6.3) By-Laws as amended September 17, 1997 of Aetna Life Insurance and Annuity Company(10) (7) Not applicable (8.1) Fund Participation Agreement dated as of May 1, 1998 by and among Aetna Life Insurance and Annuity Company and Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series, Aetna Variable Portfolios, Inc. on behalf of each of its series, and Aeltus Investment Management, Inc.(2) (8.2) Amendment dated November 9, 1998 to Fund Participation Agreement dated as of May 1, 1998 by and among Aetna Life Insurance and Annuity Company and Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series, Aetna Variable Portfolios, Inc. on behalf of each of its series, and Aeltus Investment Management, Inc.(11) (8.3) Second Amendment dated December 31, 1999 to Fund Participation Agreement dated as of May 1, 1998 and amended on November 9, 1998 by and among Aetna Life Insurance and Annuity Company and Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc., on behalf of each of its series, Aetna Variable Portfolio, Inc., on behalf of each of its series and Aeltus Investment Management, Inc.(12) (8.4) Third Amendment dated February 11, 2000 to Fund Participation Agreement dated as of May 1, 1998 and amended on November 9, 1998 and December 31, 1999 by and among Aetna Life Insurance and Annuity Company and Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc., on behalf of each of its series, Aetna Variable Portfolio, Inc. on behalf of each of its series and Aeltus Investment Management, Inc.(13) (8.5) Fourth Amendment dated May 1, 2000 to Fund Participation Agreement dated as of May 1, 1998 and amended on November 9, 1998, December 31, 1999 and February 11, 2000 by and among Aetna Life Insurance and Annuity Company and Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series, Aetna Variable Portfolios, Inc. on behalf of each of its series and Aeltus Investment Management, Inc.(13) (8.6) Fifth Amendment dated February 27, 2001 to Fund Participation Agreement dated as of May 1, 1998 and amended on November 9, 1998, December 31, 1999, February 11, 2000 and May 1, 2000 by and among Aetna Life Insurance and Annuity Company and Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series, Aetna Variable Portfolios, Inc. on behalf of each of its series and Aeltus Investment Management, Inc.(14) (8.7) Service Agreement dated as of May 1, 1998 between Aeltus Investment Management, Inc. and Aetna Life Insurance and Annuity Company in connection with the sale of shares of Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series and Aetna Variable Portfolios, Inc. on behalf of each of its series(2) (8.8) Amendment dated November 4, 1998 to Service Agreement dated as of May 1, 1998 between Aeltus Investment Management, Inc. and Aetna Life Insurance and Annuity Company in connection with the sale of shares of Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series and Aetna Variable Portfolios, Inc. on behalf of each of its series(12) (8.9) Second Amendment dated February 11, 2000 to Service Agreement dated as of May 1, 1998 and amended on November 4, 1998 between Aeltus Investment Management, Inc. and Aetna Life Insurance and Annuity Company in connection with the sales of shares of Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series and Aetna Variable Portfolio, Inc. on behalf of each of its series, and Aeltus Investment Management, Inc.(13) (8.10) Third Amendment dated May 1, 2000 to Service Agreement dated as of May 1, 1998 and amended on November 4, 1998 and February 11, 2000 between Aeltus Investment Management, Inc. and Aetna Life Insurance and Annuity Company in connection with the sale of shares of Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series and Aetna Variable Portfolios, Inc. on behalf of each of its series(15) (8.11) Fund Participation Agreement dated December 1, 1997 among Calvert Responsibly Invested Balanced Portfolio, Calvert Asset Management Company, Inc. and Aetna Life Insurance and Annuity Company(16) (8.12) Service Agreement dated December 1, 1997 between Calvert Asset Management Company, Inc. and Aetna Life Insurance and Annuity Company(16) (8.13) Fund Participation Agreement dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996 and March 1, 1996 between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund and Fidelity Distributors Corporation(9) (8.14) Fifth Amendment dated as of May 1, 1997 to the Fund Participation Agreement dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996 and March 1, 1996 between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund and Fidelity Distributors Corporation(17) (8.15) Sixth Amendment dated November 6, 1997 to the Fund Participation Agreement dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996 and May 1, 1997 between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund and Fidelity Distributors Corporation(18) (8.16) Seventh Amendment dated as of May 1, 1998 to the Fund Participation Agreement dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1, 1997 and November 6, 1997 between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund and Fidelity Distributors Corporation(2) (8.17) Eighth Amendment dated December 1, 1999 to Fund Participation Agreement dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1, 1997, November 6, 1997 and May 1, 1998 between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund and Fidelity Distributors Corporation(12) (8.18) Fund Participation Agreement dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996 and March 1, 1996 between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund II and Fidelity Distributors Corporation(9) (8.19) Fifth Amendment dated as of May 1, 1997 to the Fund Participation Agreement dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996 and March 1, 1996 between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund II and Fidelity Distributors Corporation(17) (8.20) Sixth Amendment dated as of January 20, 1998 to the Fund Participation Agreement dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996 and May 1, 1997 between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund II and Fidelity Distributors Corporation(19) (8.21) Seventh Amendment dated as of May 1, 1998 to the Fund Participation Agreement dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1, 1997 and January 20, 1998 between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund II and Fidelity Distributors Corporation(2) (8.22) Eighth Amendment dated December 1, 1999 to Fund Participation Agreement dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1, 1997, January 20, 1998 and May 1, 1998 between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund II and Fidelity Distributors Corporation(13) (8.23) Service Agreement dated as of November 1, 1995 between Aetna Life Insurance and Annuity Company and Fidelity Investments Institutional Operations Company(20) (8.24) Amendment dated January 1, 1997 to Service Agreement dated as of November 1, 1995 between Aetna Life Insurance and Annuity Company and Fidelity Investments Institutional Operations Company(17) (8.25) Service Contract dated May 2, 1997 between Fidelity Distributors Corporation and Aetna Life Insurance and Annuity Company(12) (8.26) Fund Participation Agreement dated December 8, 1997 among Janus Aspen Series and Aetna Life Insurance and Annuity Company and Janus Capital Corporation(21) (8.27) Amendment dated October 12, 1998 to Fund Participation Agreement dated December 8, 1997 among Janus Aspen Series and Aetna Life Insurance and Annuity Company(11) (8.28) Second Amendment dated December 1, 1999 to Fund Participation Agreement dated December 8, 1997 and amended on October 12, 1998 among Janus Aspen Series and Aetna Life Insurance and Annuity Company and Janus Capital Corporation(22) (8.29) Amendment dated as of August 1, 2000 to Fund Participation Agreement dated December 8, 1997 and amended on October 12, 1998 and December 1, 1999 among Janus Aspen Series and Aetna Life Insurance and Annuity Company and Janus Capital Corporation(23) (8.30) Service Agreement dated December 8, 1997 between Janus Capital Corporation and Aetna Life Insurance and Annuity Company(21) (8.31) First Amendment dated as of August 1, 2000 to Service Agreement dated December 8, 1997 between Janus Capital Corporation and Aetna Life Insurance and Annuity Company(23) (8.32) Distribution and Shareholder Services Agreement - Service Shares of Janus Aspen Series (for Insurance Companies) dated August 1, 2000 between Janus Distributors, Inc. and Aetna Life Insurance and Annuity Company(23) (8.33) Fund Participation Agreement dated December 1, 1988 and amended February 11, 1991 between Aetna Life Insurance and Annuity Company and Lexington Management Corporation regarding Natural Resources Trust(3) (8.34) Fund Participation Agreement dated April 28, 1994 between Aetna Life Insurance and Annuity Company, Lexington Emerging Markets Fund, Inc. and Lexington Management Corporation(24) (8.35) Fund Participation Agreement dated April 30, 1996 and amended on September 3, 1996, March 14, 1997 and November 28, 1997 among MFS Variable Insurance Trust, Aetna Life Insurance and Annuity Company and Massachusetts Financial Services Company(2) (8.36) Fourth Amendment dated May 1, 1998 to the Fund Participation Agreement dated April 30, 1996 and amended on September 3, 1996, March 14, 1997 and November 28, 1997 by and among MFS Variable Insurance Trust, Aetna Life Insurance and Annuity Company and Massachusetts Financial Services Company(25) (8.37) Fifth Amendment dated May 1, 1998 to Fund Participation Agreement dated April 30, 1996 and amended on September 3, 1996, March 14, 1997, November 28, 1997 and May 1, 1998 by and among MFS Variable Insurance Trust, Aetna Life Insurance and Annuity Company and Massachusetts Financial Services Company(26) (8.38) Fifth Amendment dated July 1, 1999 to Fund Participation Agreement dated April 30, 1996 and amended on September 3, 1996, March 14, 1997, November 28, 1997 and May 1, 1998 by and among MFS Variable Insurance Trust, Aetna Life Insurance and Annuity Company and Massachusetts Financial Service Company(27) (8.39) Sixth Amendment dated November 17, 2000 to the Fund Participation Agreement dated April 30, 1996 and amended on September 3, 1996, March 14, 1997, November 28, 1997, May 1, 1998 and July 1, 1999 between Aetna Life Insurance and Annuity Company, MFS Variable Insurance Trust and Massachusetts Financial Services Company(4) (8.40) Fund Participation Agreement dated March 11, 1997 between Aetna Life Insurance and Annuity Company and Oppenheimer Variable Annuity Account Funds and Oppenheimer Funds, Inc.(28) (8.41) First Amendment dated December 1, 1999 to Fund Participation Agreement dated March 11, 1997 between Aetna Life Insurance and Annuity Company and Oppenheimer Variable Annuity Account Funds and Oppenheimer Funds, Inc.(12) (8.42) Service Agreement effective as of March 11, 1997 between Oppenheimer Funds, Inc. and Aetna Life Insurance and Annuity Company(28) (8.43) Fund Participation Agreement among Pilgrim Variable Products Trust, Aetna Life Insurance and Annuity Company and ING Pilgrim Securities, Inc.(29) (9) Opinion and Consent of Counsel (10) Consent of Independent Auditors (11) Not applicable (12) Not applicable (13) Schedule for Computation of Performance Data(30) (14.1) Powers of Attorney(31) (14.2) Authorization for Signatures(3) 1. Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 33-75986), as filed on April 22, 1996. 2. Incorporated by reference to Registration Statement on Form N-4 (File No. 333-56297) as filed on June 8, 1998. 3. Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File No. 33-75986), as filed on April 12, 1996. 4. Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 333-49176), as filed on November 30, 2000. 5. Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4 (File No. 33-81216), as filed on April 17, 1996. 6. Incorporated by reference to Post-Effective Amendment No. 7 to Registration Statement on Form N-4 (File No. 33-81216), as filed on February 12, 1997. 7. Incorporated by reference to Post-Effective Amendment No. 13 to Registration Statement on Form N-4 (File No. 33-91846), as filed on April 13, 1998. 8. Incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement on Form S-1 (File No. 33-60477), as filed on April 15, 1996. 9. Incorporated by reference to Post-Effective Amendment No. 12 to Registration Statement on Form N-4 (File No. 33-75964), as filed on February 11, 1997. 10. Incorporated by reference to Post-Effective Amendment No. 12 to Registration Statement on Form N-4 (File No. 33-91846), as filed on October 30, 1997. 11. Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement on Form N-4 (File No. 333-56297), as filed on December 14, 1998. 12. Incorporated by reference to Post-Effective Amendment No. 19 to Registration Statement on Form N-4 (File No. 333-01107), as filed on February 16, 2000. 13. Incorporated by reference to Post-Effective Amendment No. 20 to Registration Statement on Form N-4 (File No. 333-01107), as filed on April 4, 2000. 14. Incorporated by reference to Post-Effective Amendment No. 24 to Registration Statement on Form N-4 (File No. 333-01107), as filed on April 13, 2001. 15. Incorporated by reference to Post-Effective Amendment No. 16 to Registration Statement on Form N-4 (File No. 333-56297), as filed on June 26, 2000. 16. Incorporated by reference to Post-Effective Amendment No. 8 to Registration Statement on Form N-4 (File No. 333-01107), as filed on February 19, 1998. 17. Incorporated by reference to Post-Effective Amendment No. 30 to Registration Statement on Form N-4 (File No. 33-34370), as filed on September 29, 1997. 18. Incorporated by reference to Post-Effective Amendment No. 16 to Registration Statement on Form N-4 (File No. 33-75964), as filed on February 9, 1998. 19. Incorporated by reference to Post-Effective Amendment No. 7 to Registration Statement on Form S-6 (File No. 33-75248), as filed on February 24, 1998. 20. Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4 (File No. 33-88720), as filed on June 28, 1996. 21. Incorporated by reference to Post-Effective Amendment No. 10 to Registration Statement on Form N-4 (File No. 33-75992), as filed on December 31, 1997. 22. Incorporated by reference to Post-Effective Amendment No. 19 to Registration Statement on Form N-4 (File No.333-01107), as filed on February 16, 2000. 23. Incorporated by reference to Post-Effective Amendment No. 22 to Registration Statement on Form N-4 (File No. 333-01107), as filed on August 14, 2000. 24. Incorporated by reference to Post-Effective Amendment No. 22 to Registration Statement on Form N-4 (File No. 33-34370), as filed on April 22, 1996. 25. Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 333-56297), as filed on August 4, 1998. 26. Incorporated by reference to Post-Effective Amendment No. 4 to Registration Statement on Form N-4 (File No. 333-56297), as filed on February 16, 1999. 27. Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement on Form N-4 (File No. 333-56297), as filed on November 23, 1999. 28. Incorporated by reference to Post-Effective Amendment No. 27 to Registration Statement on Form N-4 (File No. 33-34370), as filed on April 16, 1997. 29. Incorporated by reference to Post-Effective Amendment No. 26 to Registration Statement on Form N-4 (File No. 333-01107), as filed on July 13, 2001. 30. Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement on Form N-4 (File No. 33-81216), as filed on April 15, 1998. 31. Incorporated by reference to Post-Effective Amendment No. 18 to Registration Statement on Form N-4 (File No. 33-81216), as filed on April 9, 2001. Item 25. Directors and Officers of the Depositor* - -------------------------------------------------- Name and Principal Business Address Positions and Offices with Depositor - ---------------- ------------------------------------ Thomas J. McInerney** Director and President Wayne R. Huneke*** Director and Chief Financial Officer Robert C. Salipante**** Director P. Randall Lowery*** Director Mark A. Tullis*** Director Deborah Koltenuk** Vice President and Corporate Controller Paula Cludray-Engelke**** Secretary Brian Murphy** Vice President and Chief Compliance Officer * These individuals may also be directors and/or officers of other affiliates of the Company. ** The principal business address of these directors and officers is 151 Farmington Avenue, Hartford, Connecticut 06156. *** The principal business address of these directors and officers is 5780 Powers Ferry Road, NW, Atlanta, Georgia 30327-4390. **** The principal business address of this Director and this Officer is 20 Washington Avenue South, Minneapolis, Minnesota 55401. Item 26. Persons Controlled by or Under Common Control with the Depositor or - ---------------------------------------------------------------------------- Registrant ---------- Incorporated herein by reference to Item 26 of Post-Effective Amendment No. 18 to the Registration Statement on Form N-4 (File No. 33-81216), as filed on April 9, 2001. Item 27. Number of Contract Owners - ----------------------------------- As of October 31, 2001, there were 623,264 individuals holding interests in variable annuity contracts funded through Variable Annuity Account C. Item 28. Indemnification - ------------------------- Section 33-779 of the Connecticut General Statutes ("CGS") provides that a corporation may provide indemnification of or advance expenses to a director, officer, employee or agent only as permitted by Sections 33-770 to 33-778, inclusive, of the CGS. Reference is hereby made to Section 33-771(e) of the CGS regarding indemnification of directors and Section 33-776(d) of CGS regarding indemnification of officers, employees and agents of Connecticut corporations. These statutes provide in general that Connecticut corporations incorporated prior to January 1, 1997 shall, except to the extent that their certificate of incorporation expressly provides otherwise, indemnify their directors, officers, employees and agents against "liability" (defined as the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding) when (1) a determination is made pursuant to Section 33-775 that the party seeking indemnification has met the standard of conduct set forth in Section 33-771 or (2) a court has determined that indemnification is appropriate pursuant to Section 33-774. Under Section 33-775, the determination of and the authorization for indemnification are made (a) by the disinterested directors, as defined in Section 33-770(3); (b) by special counsel; (c) by the shareholders; or (d) in the case of indemnification of an officer, agent or employee of the corporation, by the general counsel of the corporation or such other officer(s) as the board of directors may specify. Also, Section 33-772 provides that a corporation shall indemnify an individual who was wholly successful on the merits or otherwise against reasonable expenses incurred by him in connection with a proceeding to which he was a party because he was a director of the corporation. Pursuant to Section 33-771(d), in the case of a proceeding by or in the right of the corporation or with respect to conduct for which the director, officer, agent or employee was adjudged liable on the basis that he received a financial benefit to which he was not entitled, indemnification is limited to reasonable expenses incurred in connection with the proceeding against the corporation to which the individual was named a party. The statute does specifically authorize a corporation to procure indemnification insurance on behalf of an individual who was a director, officer, employee or agent of the corporation. Consistent with the statute, ING Groep N.V. has procured insurance from Lloyd's of London and several major United States and international excess insurers for its directors and officers and the directors and officers of its subsidiaries, including the Depositor. Section 20 of the Aetna Investment Services, LLC (AIS) Limited Liability Company Agreement provides that AIS will indemnify certain persons against any loss, damage, claim or expenses (including legal fees) incurred by such person if he is made a party or is threatened to be made a party to a suit or proceeding because he was a member, officer, director, employee or agent of AIS, as long as he acted in good faith on behalf of AIS and in a manner reasonably believed to be within the scope of his authority. An additional condition requires that no person shall be entitled to indemnity if his loss, damage, claim or expense was incurred by reason of his gross negligence or willful misconduct. This indemnity provision is authorized by and is consistent with Title 8, Section 145 of the General Corporation Law of the State of Delaware. Item 29. Principal Underwriter - ------------------------------ (a) In addition to serving as the principal underwriter for the Registrant, Aetna Investment Services, LLC (AIS) also acts as the principal underwriter for Portfolio Partners, Inc. (a management investment company registered under the Investment Company Act of 1940 (1940 Act)). Additionally, AIS acts as the principal underwriter for Variable Life Account B of Aetna Life Insurance and Annuity Company (Aetna), Variable Life Account C of Aetna, Variable Annuity Account B of Aetna and Variable Annuity Account G of Aetna (separate accounts of Aetna registered as unit investment trusts under the 1940 Act). AIS is also the principal underwriter for Variable Annuity Account I of Aetna Insurance Company of America (AICA) (a separate account of AICA registered as a unit investment trust under the 1940 Act). (b) The following are the directors and officers of the Principal Underwriter: Name and Principal Positions and Offices with Business Address Principal Underwriter - ---------------- --------------------- Marie Augsberger* Director and President Robert L. Francis** Director and Senior Vice President Allan Baker* Chairman of the Board and Senior Vice President Steven A. Haxton* Senior Vice President Willard I. Hill, Jr.* Senior Vice President Deborah Koltenuk* Vice President, Treasurer and Chief Financial Officer Therese Squillacote* Vice President and Chief Compliance Officer Jeffrey R. Berry* Corporate Secretary and Counsel (Chief Legal Officer) Reginald Bowen* Vice President Christina Lareau* Vice President Terran Titus* Vice President William T. Abramowicz Vice President 2525 Cabot Dr., Ste. 300 Lisle, IL 60532 Douglas J. Ambrose** Vice President Louis E. Bachetti Vice President 581 Main Street, 4th Fl. Woodbridge, NJ 07095 Ronald R. Barhorst Vice President 7676 Hazard Ctr. Dr. San Diego, CA 92108 Robert H. Barley*** Vice President Name and Principal Positions and Offices with Business Address Principal Underwriter - ---------------- --------------------- Steven M. Bresler Vice President 6430 South Fiddler's Green Cir., Ste. 210 Englewood, CO 80111 David Brounley*** Vice President Daniel P. Charles Vice President 5 Penn Plaza, 11th Fl. New York, NY 10001-1879 Brian D. Comer* Vice President Albert J. DiCristofaro, Jr. Vice President 8911 Capitol of TX Hwy., Bldg. 2, Ste. 2210 Austin, TX 78759 John B. Finigan Vice President 1601 Trapelo Rd. Waltham, MA 02451 Brian K. Haendiges* Vice President Brian P. Harrington Vice President 12701 Fair Lakes Cir., Ste. 470 Fairfax, VA 22033 Bernard P. Heffernon**** Vice President William S. Jasien**** Vice President Jess D. Kravitz** Vice President George D. Lessner Vice President 1755 N. Collins Blvd., Ste. 350 Richardson, TX 75080 Susan J. Lewis Vice President 16530 Ventura Blvd., Ste. 600 Encino, CA 91436 James F. Lille Vice President 159 Wolf Rd., 1st Fl. Albany, NY 12205 Name and Principal Positions and Offices with Business Address Principal Underwriter - ---------------- --------------------- David J. Linney Vice President 2900 N. Loop W., Ste. 180 Houston, TX 77092 Richard T. Mason Vice President 440 S. Warren St., Ste. 702 Syracuse, NY 13202 Joseph F. McClain* Vice President W. Michael Montgomery Vice President 5100 W. Lemon St., Ste. 213 Tampa, FL 33609 Pamela Mulvey* Vice President Scott T. Neeb** Vice President Patrick F. O'Christie Vice President The Pavilions, 1700 Lyons Rd., Ste. D Dayton, OH 45458 Ethel Pippin* Vice President Paulette Playce Vice President Two City Place Dr., Ste. 300 St. Louis, MO 63141 Marcellous J. Reed Vice President 2677 N. Main St., Ste. 500 Santa Ana, CA 92705 Charles A. Sklader Vice President 7720 N. 16th St., Ste. 150 Phoenix, AZ 85020 Frank W. Snodgrass Vice President 150 4th Ave., N., Ste. 410 Nashville, TN 37219 S. Bradford Vaughan, Jr. Vice President 601 Union St., Ste. 810 Seattle, WA 98101 Name and Principal Positions and Offices with Business Address Principal Underwriter - ---------------- --------------------- Mark Woolhiser Vice President 26957 Northwestern Hwy., Ste. 150 Southfield, MI 48034 David A. Kelsey* Assistant Vice President * The principal business address of these directors and officers is 151 Farmington Avenue, Hartford, Connecticut 06156 ** The principal business address of these directors and officers is 6140 Stonehedge Mall Rd., Ste. 375, Pleasanton, California 94588 *** The principal business address of these officers is 100 Corporate Pl., 3rd Fl., Rocky Hill, Connecticut 06067 **** The principal business address of these officers is 10740 Nall Ave, Ste. 120, Overland Park, Kansas 66211 (c) Compensation from January 1, 2000 to December 31, 2000: (1) (2) (3) (4) (5) Name of Net Underwriting Compensation Principal Discounts and on Redemption Brokerage Underwriter Commissions or Annuitization Commissions Compensation* - ----------- ----------- ---------------- ----------- ------------- Aetna Life Insurance and $4,282,754 $178,558,430 Annuity Company * Compensation shown in column 5 includes deductions for mortality and expense risk guarantees and contract charges assessed to cover costs incurred in the sales and administration of the contracts issued under Variable Annuity Account C. Of this amount, $13,700,318 is attributable to deductions for mortality and expense risk guarantees and contract charges for such contracts during December 2000. Compensation from January 1, 2000 to December 31, 2000: (1) (2) (3) (4) (5) Name of Net Underwriting Compensation Principal Discounts and on Redemption Brokerage Underwriter Commissions or Annuitization Commissions Compensation** - ----------- ----------- ---------------- ----------- -------------- Aetna Investment $1,126,164 Services, LLC ** Reflects compensation paid to AIS attributable to regulatory and operating expenses associated with the distribution of all products issued by Aetna Life Insurance and Annuity Company and Aetna Insurance Company of America during 2000. Of this amount, $61,297 is attributable to fees paid to AIS in connection with its activities as distributor and principal underwriter in December 2000 for all products issued by the Registrant for Variable Annuity Account C. Item 30. Location of Accounts and Records All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the rules under it relating to the securities described in and issued under this Registration Statement are located at the home office of the Depositor as follows: Aetna Life Insurance and Annuity Company 151 Farmington Avenue Hartford, Connecticut 06156 and Aetna Service Center 18 Corporate Woods Blvd., Fourth Floor P.O. Box 12894 Albany, New York 12212-2894 Item 31. Management Services - ----------------------------- Not applicable Item 32. Undertakings - ---------------------- Registrant hereby undertakes: (a) to file a post-effective amendment to this registration statement on Form N-4 as frequently as is necessary to ensure that the audited financial statements in the registration statement are never more than sixteen months old for as long as payments under the variable annuity contracts may be accepted; (b) to include as part of any application to purchase a contract offered by a prospectus which is part of this registration statement on Form N-4, a space that an applicant can check to request a Statement of Additional Information; and (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 Life Insurance and Annuity Company represents that the fees and charges deducted under the contracts covered by this registration statement, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the insurance company. SIGNATURES As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, Variable Annuity Account C of Aetna Life Insurance and Annuity Company, certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment to its Registration Statement on Form N-4 (File No. 33-81216) and has caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hartford, State of Connecticut, on the 11th day of December, 2001. VARIABLE ANNUITY ACCOUNT C OF AETNA LIFE INSURANCE AND ANNUITY COMPANY (Registrant) By: AETNA LIFE INSURANCE AND ANNUITY COMPANY (Depositor) By: Thomas J. McInerney* ----------------------------------- Thomas J. McInerney President As required by the Securities Act of 1933, this Post-Effective Amendment No. 20 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- Thomas J. McInerney* Director and President ) - ----------------------------------- (principal executive officer) ) Thomas J. McInerney ) ) Wayne R. Huneke* Director and Chief Financial ) December - ----------------------------------- Officer ) 11, 2001 Wayne R. Huneke ) ) Randy Lowery* Director ) - ----------------------------------- ) Randy Lowery ) ) Robert C. Salipante* Director ) - ----------------------------------- ) Robert C. Salipante ) ) Mark A. Tullis* Director ) - ----------------------------------- ) Mark A. Tullis ) Deborah Koltenuk* Corporate Controller ) - ----------------------------------- ) Deborah Koltenuk By: /s/ Julie E. Rockmore ---------------------------------- Julie E. Rockmore *Attorney-in-Fact VARIABLE ANNUITY ACCOUNT C EXHIBIT INDEX Exhibit No. Exhibit - ----------- ------- 99-B.4.5 Endorsement (ESU401-01) to Contract G-401-IB(X/M) and Certificate GC401-IB(X/M) ----------------- 99-B.4.6 Endorsement (ESU403-01) to Contract G-401-IB(X/M) and Certificate GC401-IB(X/M) ----------------- 99-B.9 Opinion and Consent of Counsel ----------------- 99-B.10 Consent of Independent Auditors ----------------- EX-99.B.4.5 4 ing52897_exhibit99b45.txt ENDORSEMENT TO CONTRACT AND CERTIFICATE EXHIBIT 99-B.4.5 ENDORSEMENT TO CONTRACT AND CERTIFICATE EXHIBIT 99-B.4.5 AETNA LIFE INSURANCE AND ANNUITY COMPANY ENDORSEMENT The Contract and Certificate are endorsed as outlined below. Change all references in the Contract and Certificate from "Aetna Processing Office" to "Service Center". SPECIFICATIONS Correct the section entitled GUARANTEED INTEREST RATE to read: There is a guaranteed interest rate for Purchase Payment(s) held in the Fixed Plus Account (See 1.14) and the GA Account (See 1.15). I. GENERAL DEFINITIONS Add the following definitions: DOLLAR COST AVERAGING - A program which allows a Participant to systematically transfer amounts from the Aetna money market fund under the Contract to the Fixed Plus Account, the GA Account and/or one or more of the Funds held by the Separate Account. Amounts may be transferred out of existing funds into the Aetna money market fund under the Contract. Amounts transferred to or from the Fixed Plus Account and subsequently surrendered during the accumulation period will be subject to the Fixed Plus Account transfer and partial surrender restrictions described in the Contract. Amounts transferred from the GA Account Guaranteed Term before the end of that Guaranteed Term may be subject to a Market Value Adjustment. Aetna reserves the right to change terms and conditions for Dollar Cost Averaging upon notification to the Contract Holder and Participants. To elect to participate in Dollar Cost Averaging, Participants should contact the Service Center. This program is not available to Participants in the Asset Rebalancing program. ASSET REBALANCING - A program which allows Participants to have their Individual Account values automatically reallocated to specified percentages on a scheduled basis. If elected, only account values invested in the Separate Account (excluding GET) are eligible to be rebalanced. Account values invested in the GA Account and the Fixed Plus Account are not eligible to be rebalanced. Transfers made under this program will not be subject to the annual transfer limits imposed by the Contract. To elect to participate in Asset Rebalancing, Participants should contact the Service Center. This program is not available to Participants in the Dollar Cost Averaging program. Replace the definition of NONUNITIZED SEPARATE ACCOUNT with the following definition: A separate account, set up by Aetna under Title 38, Section 38a-433 of the Connecticut General Statutes, that holds assets for GA Account Guaranteed Terms of more than three years and, on and after September 1, 1998, amounts allocated or transferred to Guaranteed Terms of three years or less. There are no discrete units for this Account. The Contract Holder or Participant, as applicable, does not participate in the investment gain or loss from assets held in the Nonunitized Separate Account. Such gain or loss is borne entirely by Aetna. The assets of the Nonunitized Separate Account, to the extent of reserves and other contract liabilities, may not be charged with other Aetna liabilities. Amounts allocated to a Guaranteed Term of three years or less prior to September 1, 1998, will remain in the General Account as provided by Section 1.17, and will remain in the General Account until the applicable Guaranteed Term's Maturity Date. If such amounts are reinvested on such Maturity Date, such amounts will be reinvested in a Guaranteed Term in the Nonunitized Separate Account. ESU401-01 1 Replace the definition of PURCHASE PAYMENT(S) with the following definition: Payments received by Aetna at the Service Center for current contributions under the Plan, as well as transferred amounts of 401(a) funds under the Plan from other investment providers. III. PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS Replace the section entitled INDIVIDUAL ACCOUNT(S) with the following. This Contract is issued to the Contract Holder. However, Aetna will maintain two Individual Accounts for each Participant. These are: (a) An Employer Account: This Individual Account will be credited with employer Net Purchase Payments and transferred amounts of 401(a) funds, attributable to employer contributions, from other investment providers; and (b) An Employee Account: This Individual Account will be credited with employee Net Purchase Payments, specifically amounts subject to Code Section 414(h) and transferred amounts of 401(a) funds, attributable to 414(h) contributions from other investment providers. Replace (c) of the section entitled NET RETURN FACTOR(S) - SEPARATE ACCOUNT with the following: Minus a daily actuarial charge at an annual rate that will not exceed 1.25% for Annuity mortality and expense risks and profit and a daily administrative charge that will not exceed 0.25% on an annual basis. The administrative charge may be changed annually except for amounts that have been used to purchase an Annuity. IV. ANNUITY PROVISIONS Add the following as a new section. VARIABLE FUND TRANSFERS: When a variable Annuity is elected, the Participant or beneficiary, as applicable, may request Aetna to transfer all or any portion of the amount allocated to a Fund to any other available Fund. Transfer requests must be expressed as a percentage of the allocation among the Funds on which the variable payment is based. Twelve transfers are allowed each calendar year. Aetna reserves the right to allow additional transfers. Amend the section entitled ANNUITY OPTIONS as follows: Options 2, 3 and 4 are restated as outlined below. Option 2 - Payments for a Stated Period of Time - This option provides payments for a stated period. The number of years that may be chosen will be determined in part by the accumulation options in which the Individual Account Current Value was held prior to the election of the Annuity option as follows: For amounts invested in the GA Account or one or more of the Fund(s), the number of years chosen must be at least 3 and not more than 30 and the Annuity may be a Fixed or Variable Annuity or a combination. If payments for this option are under a Variable Annuity, the present value of any remaining payments may be withdrawn at any time. If a withdrawal is requested within three years of the first payment, the lump-sum payment is treated as a withdrawal during the accumulation period and any applicable surrender fee will apply. For amounts invested in the Fixed Plus Account, the number of years chosen must be at least 6 and not more than 30 and the Annuity must be a Fixed Annuity. If the payments are fixed-only, an annual increase of one, two or three percent (compounded annually) may be elected at the time the Annuity option is chosen (if permitted by the Code). ESU401-01 2 Option 3: Life Income for One Annuitant --------------------------------------- This option provides payments for the life of the Annuitant. If this option is elected, the Participant or beneficiary, as applicable, must also choose one of the following: (a) Payments cease at the death of the Annuitant; or (b) Payments are guaranteed for a period of 60, 120, 180 or 240 months. (c) Fixed-only cash refund: At the death of the Annuitant, the beneficiary receives a lump-sum payment in an amount equal to the amount applied to the Annuity (less any applicable premium tax), minus the amount of payments made to the Annuitant. Under (a) or (b), if the payments are fixed-only, an annual increase of one, two or three percent (compounded annually) may be elected at the time the Annuity option is chosen (if permitted by the Code). Option 4: Life Income for Two Annuitants ---------------------------------------- This option provides payments for the lives of the Annuitant and a second Annuitant. Payments continue until both Annuitants have died. If this option is elected, the Participant or beneficiary as applicable, must also choose one of the following: (a) 100% of the payment amount to continue after the first death; or (b) 66 2/3% of the payment amount to continue after the first death; or (c) 50% of the payment amount to continue after the first death; or (d) 100% of the payment amount to continue after the first death with payments guaranteed to the beneficiary after the second death for a period of at least five (5) and no more than thirty (30) years; or (e) 100% of the payment amount to continue at the death of the specified second Annuitant and 50% of the payment amount to continue at the death of the specified Annuitant; or (f) 100% of the fixed-only payment amount to continue after the first death with a cash refund to the Contract beneficiary after the second death. The amount of the cash refund is equal to the amount applied to the Annuity (less any applicable premium tax), minus the amount of payments made. Under (a) or (d), if the payments are fixed-only, an annual increase of one, two or three percent (compounded annually) may be elected at the time the Annuity option is chosen (if permitted by the Code). Other Options ------------- As allowed under applicable state law, Aetna reserves the right to make other options available. Add the following two TABLES which illustrate the fixed only cash refund feature of Options 3 and 4. ESU401-01 3 OPTION 3 LIFE INCOME FIXED ONLY CASH REFUND AMOUNT OF MONTHLY PAYMENT FOR EACH $1,000 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0% - ----------------- ---------------------- --------------------- ----------------- AGE OF MONTHLY AGE OF MONTHLY ANNUITANT PAYMENT ANNUITANT PAYMENT - ----------------- ---------------------- --------------------- ----------------- - ----------------- ---------------------- --------------------- ----------------- 50 $3.89 63 $4.85 51 3.94 64 4.96 52 4.00 65 5.06 53 4.06 66 5.18 54 4.12 67 5.30 55 4.19 68 5.42 56 4.26 69 5.56 57 4.33 70 5.70 58 4.41 71 5.84 59 4.49 72 6.00 60 4.57 73 6.16 61 4.66 74 6.33 62 4.76 75 6.51 - ---------------- ---------------------- --------------------- ------------------ RATES ARE BASED ON MORTALITY FROM 1983 TABLE A. THE RATES DO NOT DIFFER BY SEX. RATES FOR AGES NOT SHOWN WILL BE PROVIDED ON REQUEST AND WILL BE COMPUTED ON A BASIS CONSISTENT WITH THE RATES IN THE ABOVE TABLE. ESU401-01 4 OPTION 4 LIFE INCOME FOR TWO ANNUITANTS FIXED ONLY CASH REFUND AMOUNT OF MONTHLY PAYMENT FOR EACH $1,000 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0% AGE OF SECOND ANNUITANT -----------------------
- ------------- ------------ ------------ ------------- ------------ ------------ ------------ ------------ ------------- -------- Age of Annuitant 45 50 55 60 65 70 75 80 85 - ------------- ------------ ------------ ------------- ------------ ------------ ------------ ------------ ------------- -------- - ------------- ------------ ------------ ------------- ------------ ------------ ------------ ------------ ------------- -------- 45 $3.39 $3.45 $3.50 $3.53 $3.55 $3.55 $3.54 $3.51 $3.63 50 3.45 3.59 3.67 3.72 3.76 3.77 3.76 3.73 3.89 55 3.50 3.67 3.85 3.94 4.01 4.04 4.04 4.00 3.91 60 3.53 3.72 3.94 4.17 4.29 4.36 4.38 4.34 4.23 65 3.55 3.76 4.01 4.29 4.59 4.74 4.80 4.77 4.63 70 3.55 3.77 4.04 4.36 4.74 5.13 5.29 5.31 5.14 75 3.54 3.76 4.04 4.38 4.80 5.29 5.78 5.93 5.78 80 3.51 3.73 4.00 4.34 4.77 5.31 5.93 6.51 6.46 85 3.63 3.89 3.91 4.23 4.63 5.14 5.78 6.46 6.79 - ------------- ------------ ------------ ------------- ------------ ------------ ------------ ------------ ------------- --------
RATES ARE BASED ON MORTALITY FROM 1983 TABLE A. THE RATES DO NOT DIFFER BY SEX. RATES FOR AGES NOT SHOWN WILL BE PROVIDED ON REQUEST AND WILL BE COMPUTED ON A BASIS CONSISTENT WITH THE RATES IN THE ABOVE TABLE. ESU401-01 5 Replace the table on page 32 of your Certificate (OPTION 3 - LIFE INCOME - RATES FOR A VARIABLE ANNUITY WITH ASSUMED NET RETURN RATE OF 5.0%) with the following table: OPTION 3 LIFE INCOME AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES Rates for a Variable Annuity with Assumed Net Return Rate of 5.0% PAYMENTS GUARANTEED FOR A STATED PERIOD OF MONTHS ------------------------------------------------- - ---------- ----------- ------------ ------------- ------------- ------------- Adjusted Age of None 60 120 180 240 Annuitant - ---------- ------------ ------------ ------------- ------------- ------------- 50 $ 5.26 $ 5.25 $ 5.22 $ 5.17 $ 5.11 51 5.33 5.32 5.28 5.23 5.15 52 5.40 5.38 5.34 5.29 5.20 53 5.47 5.45 5.41 5.35 5.26 54 5.54 5.53 5.48 5.41 5.31 55 5.63 5.61 5.56 5.47 5.36 56 5.71 5.69 5.63 5.54 5.42 57 5.80 5.78 5.72 5.61 5.47 58 5.90 5.88 5.81 5.69 5.53 59 6.01 5.98 5.90 5.77 5.59 60 6.12 6.09 6.00 5.85 5.65 61 6.24 6.21 6.10 5.93 5.71 62 6.37 6.33 6.21 6.02 5.77 63 6.51 6.46 6.33 6.11 5.83 64 6.66 6.60 6.45 6.20 5.89 65 6.82 6.75 6.57 6.30 5.95 66 6.99 6.91 6.71 6.39 6.01 67 7.17 7.08 6.85 6.49 6.06 68 7.36 7.27 6.99 6.59 6.12 69 7.57 7.46 7.15 6.69 6.17 70 7.80 7.67 7.30 6.78 6.21 71 8.05 7.89 7.47 6.88 6.25 72 8.31 8.13 7.64 6.97 6.29 73 8.59 8.38 7.81 7.06 6.33 74 8.90 8.64 7.99 7.15 6.36 75 9.23 8.93 8.16 7.23 6.38 - ---------- ------------ ------------ ------------- ------------- ------------- RATES ARE BASED ON MORTALITY FROM 1983 TABLE A. THE RATES DO NOT DIFFER BY SEX. RATES FOR AGES NOT SHOWN WILL BE PROVIDED ON REQUEST AND WILL BE COMPUTED ON A BASIS CONSISTENT WITH THE RATES IN THE ABOVE TABLES. ESU401-01 6 Endorsed and made a part of the Contract or Certificate on the later of May 1, 2001, or the Contract or Certificate effective date. /s/ Thomas J. McInerney President Aetna Life Insurance and Annuity Company 7 ESU401-01 EX-99.B.4.6 5 ing52897_exhibit99b46.txt ENDORSEMENT TO CONTRACT AND CERTIFICATE EXHIBIT 99-B.4.6 ENDORSEMENT TO CONTRACT AND CERTIFICATE EXHIBIT 99-B.4.6 AETNA LIFE INSURANCE AND ANNUITY COMPANY ENDORSEMENT The Contract and Certificate are endorsed as outlined below. Change all references in the Contract and Certificate from "Aetna Processing Office" to "Service Center". SPECIFICATIONS Correct the section entitled GUARANTEED INTEREST RATE to read: There is a guaranteed interest rate for Purchase Payment(s) held in the Fixed Plus Account (See 1.14) and the GA Account (See 1.15). I. GENERAL DEFINITIONS Add the following definitions: DOLLAR COST AVERAGING - A program which allows a Participant to systematically transfer amounts from the Aetna money market fund under the Contract to the Fixed Plus Account, the GA Account and/or one or more of the Funds held by the Separate Account. Amounts may be transferred out of existing funds into the Aetna money market fund under the Contract. Amounts transferred to or from the Fixed Plus Account and subsequently surrendered during the accumulation period will be subject to the Fixed Plus Account transfer and partial surrender restrictions described in the Contract. Amounts transferred from the GA Account Guaranteed Term before the end of that Guaranteed Term may be subject to a Market Value Adjustment. Aetna reserves the right to change terms and conditions for Dollar Cost Averaging upon notification to the Contract Holder and Participants. To elect to participate in Dollar Cost Averaging, Participants should contact the Service Center. This program is not available to Participants in the Asset Rebalancing program. ASSET REBALANCING - A program which allows Participants to have their Individual Account values automatically reallocated to specified percentages on a scheduled basis. If elected, only account values invested in the Separate Account (excluding GET) are eligible to be rebalanced. Account values invested in the GA Account and the Fixed Plus Account are not eligible to be rebalanced. Transfers made under this program will not be subject to the annual transfer limits imposed by the Contract. To elect to participate in Asset Rebalancing, Participants should contact the Service Center. This program is not available to Participants in the Dollar Cost Averaging program. Replace the definition of NONUNITIZED SEPARATE ACCOUNT with the following definition: A separate account, set up by Aetna under Title 38, Section 38a-433 of the Connecticut General Statutes, that holds assets for GA Account Guaranteed Terms of more than three years and, on and after September 1, 1998, amounts allocated or transferred to Guaranteed Terms of three years or less. There are no discrete units for this Account. The Contract Holder or Participant, as applicable, does not participate in the investment gain or loss from assets held in the Nonunitized Separate Account. Such gain or loss is borne entirely by Aetna. The assets of the Nonunitized Separate Account, to the extent of reserves and other contract liabilities, may not be charged with other Aetna liabilities. Amounts allocated to a Guaranteed Term of three years or less prior to September 1, 1998, will remain in the General Account as provided by Section 1.17, and will remain in the General Account until the applicable Guaranteed Term's Maturity Date. If such amounts are reinvested on such Maturity Date, such amounts will be reinvested in a Guaranteed Term in the Nonunitized Separate Account. ESU403-01 1 III. PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS Replace (c) of the section entitled NET RETURN FACTOR(S) - SEPARATE ACCOUNT with the following: Minus a daily actuarial charge at an annual rate that will not exceed 1.25% for Annuity mortality and expense risks and profit and a daily administrative charge that will not exceed 0.25% on an annual basis. The administrative charge may be changed annually except for amounts that have been used to purchase an Annuity. IV. ANNUITY PROVISIONS Add the following as a new section. VARIABLE FUND TRANSFERS: When a variable Annuity is elected, the Participant or beneficiary, as applicable, may request Aetna to transfer all or any portion of the amount allocated to a Fund to any other available Fund. Transfer requests must be expressed as a percentage of the allocation among the Funds on which the variable payment is based. Twelve transfers are allowed each calendar year. Aetna reserves the right to allow additional transfers. Amend the section entitled ANNUITY OPTIONS as follows: Options 2, 3 and 4 are restated as outlined below. Option 2 - Payments for a Stated Period of Time - This option provides payments for a stated period. The number of years that may be chosen will be determined in part by the accumulation options in which the Individual Account Current Value was held prior to the election of the Annuity option as follows: For amounts invested in the GA Account or one or more of the Fund(s), the number of years chosen must be at least 3 and not more than 30 and the Annuity may be a Fixed or Variable Annuity or a combination. If payments for this option are under a Variable Annuity, the present value of any remaining payments may be withdrawn at any time. If a withdrawal is requested within three years of the first payment, the lump-sum payment is treated as a withdrawal during the accumulation period and any applicable surrender fee will apply. For amounts invested in the Fixed Plus Account, the number of years chosen must be at least 6 and not more than 30 and the Annuity must be a Fixed Annuity. If the payments are fixed-only, an annual increase of one, two or three percent (compounded annually) may be elected at the time the Annuity option is chosen (if permitted by the Code). Option 3: Life Income for One Annuitant --------------------------------------- This option provides payments for the life of the Annuitant. If this option is elected, the Participant or beneficiary, as applicable, must also choose one of the following: (a) Payments cease at the death of the Annuitant; or (b) Payments are guaranteed for a period of 60, 120, 180 or 240 months. (c) Fixed-only cash refund: At the death of the Annuitant, the beneficiary receives a lump-sum payment in an amount equal to the amount applied to the Annuity (less any applicable premium tax), minus the amount of payments made to the Annuitant. Under (a) or (b), if the payments are fixed-only, an annual increase of one, two or three percent (compounded annually) may be elected at the time the Annuity option is chosen (if permitted by the Code). ESU403-01 2 Option 4: Life Income for Two Annuitants ---------------------------------------- This option provides payments for the lives of the Annuitant and a second Annuitant. Payments continue until both Annuitants have died. If this option is elected, the Participant or beneficiary as applicable, must also choose one of the following: (a) 100% of the payment amount to continue after the first death; or (b) 66 2/3% of the payment amount to continue after the first death; or (c) 50% of the payment amount to continue after the first death; or (d) 100% of the payment amount to continue after the first death with payments guaranteed to the beneficiary after the second death for a period of at least five (5) and no more than thirty (30) years; or (e) 100% of the payment amount to continue at the death of the specified second Annuitant and 50% of the payment amount to continue at the death of the specified Annuitant; or (f) 100% of the fixed-only payment amount to continue after the first death with a cash refund to the Contract beneficiary after the second death. The amount of the cash refund is equal to the amount applied to the Annuity (less any applicable premium tax), minus the amount of payments made. Under (a) or (d), if the payments are fixed-only, an annual increase of one, two or three percent (compounded annually) may be elected at the time the Annuity option is chosen (if permitted by the Code). Other Options ------------- As allowed under applicable state law, Aetna reserves the right to make other options available. Add the following two TABLES which illustrate the fixed only cash refund feature of Options 3 and 4. ESU403-01 3 OPTION 3 LIFE INCOME FIXED ONLY CASH REFUND AMOUNT OF MONTHLY PAYMENT FOR EACH $1,000 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0% - ------------------ ---------------------- --------------------- ---------------- AGE OF MONTHLY AGE OF MONTHLY ANNUITANT PAYMENT ANNUITANT PAYMENT - ------------------ ---------------------- --------------------- ---------------- - ------------------ ---------------------- --------------------- ---------------- 50 $3.89 63 $4.85 51 3.94 64 4.96 52 4.00 65 5.06 53 4.06 66 5.18 54 4.12 67 5.30 55 4.19 68 5.42 56 4.26 69 5.56 57 4.33 70 5.70 58 4.41 71 5.84 59 4.49 72 6.00 60 4.57 73 6.16 61 4.66 74 6.33 62 4.76 75 6.51 - ------------------ ---------------------- --------------------- ---------------- RATES ARE BASED ON MORTALITY FROM 1983 TABLE A. THE RATES DO NOT DIFFER BY SEX. RATES FOR AGES NOT SHOWN WILL BE PROVIDED ON REQUEST AND WILL BE COMPUTED ON A BASIS CONSISTENT WITH THE RATES IN THE ABOVE TABLE. 4 ESU403-01 OPTION 4 LIFE INCOME FOR TWO ANNUITANTS FIXED ONLY CASH REFUND AMOUNT OF MONTHLY PAYMENT FOR EACH $1,000 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0% AGE OF SECOND ANNUITANT -----------------------
- ------------- ----------- ------------ ------------- ------------ ------------ ------------ ------------ ------------- ------------ AGE OF ANNUITANT 45 50 55 60 65 70 75 80 85 - ------------- ----------- ------------ ------------- ------------ ------------ ------------ ------------ ------------- ------------ - ------------- ----------- ------------ ------------- ------------ ------------ ------------ ------------ ------------- ------------ 45 $3.39 $3.45 $3.50 $3.53 $3.55 $3.55 $3.54 $3.51 $3.63 50 3.45 3.59 3.67 3.72 3.76 3.77 3.76 3.73 3.89 55 3.50 3.67 3.85 3.94 4.01 4.04 4.04 4.00 3.91 60 3.53 3.72 3.94 4.17 4.29 4.36 4.38 4.34 4.23 65 3.55 3.76 4.01 4.29 4.59 4.74 4.80 4.77 4.63 70 3.55 3.77 4.04 4.36 4.74 5.13 5.29 5.31 5.14 75 3.54 3.76 4.04 4.38 4.80 5.29 5.78 5.93 5.78 80 3.51 3.73 4.00 4.34 4.77 5.31 5.93 6.51 6.46 85 3.63 3.89 3.91 4.23 4.63 5.14 5.78 6.46 6.79 - ------------ ------------ ------------ ------------- ------------ ------------ ------------ ------------ ------------- ------------
RATES ARE BASED ON MORTALITY FROM 1983 TABLE A. THE RATES DO NOT DIFFER BY SEX. RATES FOR AGES NOT SHOWN WILL BE PROVIDED ON REQUEST AND WILL BE COMPUTED ON A BASIS CONSISTENT WITH THE RATES IN THE ABOVE TABLE. ESU403-01 5 Replace the table on page 31 of your Certificate (OPTION 3 - LIFE INCOME - RATES FOR A VARIABLE ANNUITY WITH ASSUMED NET RETURN RATE OF 5.0%) with the following table: OPTION 3 LIFE INCOME AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES Rates for a Variable Annuity with Assumed Net Return Rate of 5.0% PAYMENTS GUARANTEED FOR A STATED PERIOD OF MONTHS ------------------------------------------------- - ------------- ------------- -------------- ------------- ------------ ---------- ADJUSTED AGE OF NONE 60 120 180 240 ANNUITANT - ------------- ------------- -------------- ------------- ------------ ---------- 50 $ 5.26 $ 5.25 $ 5.22 $ 5.17 $ 5.11 51 5.33 5.32 5.28 5.23 5.15 52 5.40 5.38 5.34 5.29 5.20 53 5.47 5.45 5.41 5.35 5.26 54 5.54 5.53 5.48 5.41 5.31 55 5.63 5.61 5.56 5.47 5.36 56 5.71 5.69 5.63 5.54 5.42 57 5.80 5.78 5.72 5.61 5.47 58 5.90 5.88 5.81 5.69 5.53 59 6.01 5.98 5.90 5.77 5.59 60 6.12 6.09 6.00 5.85 5.65 61 6.24 6.21 6.10 5.93 5.71 62 6.37 6.33 6.21 6.02 5.77 63 6.51 6.46 6.33 6.11 5.83 64 6.66 6.60 6.45 6.20 5.89 65 6.82 6.75 6.57 6.30 5.95 66 6.99 6.91 6.71 6.39 6.01 67 7.17 7.08 6.85 6.49 6.06 68 7.36 7.27 6.99 6.59 6.12 69 7.57 7.46 7.15 6.69 6.17 70 7.80 7.67 7.30 6.78 6.21 71 8.05 7.89 7.47 6.88 6.25 72 8.31 8.13 7.64 6.97 6.29 73 8.59 8.38 7.81 7.06 6.33 74 8.90 8.64 7.99 7.15 6.36 75 9.23 8.93 8.16 7.23 6.38 - ------------- ------------- -------------- ------------- ------------ ---------- RATES ARE BASED ON MORTALITY FROM 1983 TABLE A. THE RATES DO NOT DIFFER BY SEX. RATES FOR AGES NOT SHOWN WILL BE PROVIDED ON REQUEST AND WILL BE COMPUTED ON A BASIS CONSISTENT WITH THE RATES IN THE ABOVE TABLES. ESU403-01 6 Endorsed and made a part of the Contract or Certificate on the later of May 1, 2001, or the Contract or Certificate effective date. /s/ Thomas J. McInerney President Aetna Life Insurance and Annuity Company 7 ESU403-01 EX-99.B.9 6 ing52897_exhibit99b9.txt OPINION AND CONSENT OF COUNSEL EXHIBIT 99-B.9 OPINION AND CONSENT OF COUNSEL EXHIBIT 99-B.9 [ING LOGO] AMERICAS US Legal Services Julie E. Rockmore Counsel (860) 273-4686 Fax: (860) 273-0385 RockmoreJE@ING-AFS.com December 11, 2001 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 RE: AETNA LIFE INSURANCE AND ANNUITY COMPANY AND ITS VARIABLE ANNUITY ACCOUNT C POST-EFFECTIVE AMENDMENT NO. 20 TO REGISTRATION STATEMENT ON FORM N-4 PROSPECTUS TITLE: GROUP FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACTS FOR STATE UNIVERSITY OF NEW YORK (SUNY) DEFINED CONTRIBUTION RETIREMENT PLAN FILE NOS.: 33-81216 AND 811-2513 Dear Sir or Madam: The undersigned serves as counsel to Aetna Life Insurance and Annuity Company, a Connecticut life insurance company (the "Company"). It is my understanding that the Company, as depositor, has registered an indefinite amount of securities (the "Securities") under the Securities Act of 1933 (the "Securities Act") as provided in Rule 24f-2 under the Investment Company Act of 1940 (the "Investment Company Act"). In connection with this opinion, I or those for whom I have supervisory responsibility, have reviewed the N-4 Registration, as amended to the date hereof, and this Post-Effective Amendment No. 20. I have also examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, trust records and other instruments I have deemed necessary or appropriate for the purpose of rendering this opinion. For purposes of such examination, I have assumed the genuineness of all signatures on original documents and the conformity to the original of all copies. I am admitted to practice law in Connecticut, and do not purport to be an expert on the laws of any other state. My opinion herein as to any other law is based upon a limited inquiry thereof which I have deemed appropriate under the circumstances. Hartford Site ING North America Insurance Corporation 151 Farmington Avenue, TS31 Hartford, CT 06156-8975 Based upon the foregoing, and, assuming the Securities are sold in accordance with the provisions of the prospectus, I am of the opinion that the Securities being registered will be legally issued and will represent binding obligations of the Company. I consent to the filing of this opinion as an exhibit to the Registration Statement. Sincerely, /s/ Julie E. Rockmore Julie E. Rockmore EX-99.B.10 7 ing52897_exhibit99b10.txt CONSENT OF INDEPENDENT AUDITORS EX. 99-B.10 CONSENT OF INDEPENDENT AUDITORS EX. 99-B.10 CONSENT OF INDEPENDENT AUDITORS The Board of Directors of Aetna Life Insurance and Annuity Company and Contractholders of Aetna Variable Annuity Account C: We consent to the use of our report dated February 2, 2001, relating to the financial statements of Aetna Variable Annuity Account C and our report dated March 27, 2001, relating to the consolidated financial statements of Aetna Life Insurance and Annuity Company, which are incorporated by reference in this Amendment no. 20 to Registration Statement on Form N-4 (File No. 33-81216). /s/ KPMG LLP Hartford, Connecticut December 11, 2001 -----END PRIVACY-ENHANCED MESSAGE-----