-----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, ObOJiHAxE8qX42jB5SdQq9Jb3ZFnD+pMlseDsoZhcubhBRUgfkl/5J+572aVVAuJ /jA5P7ebvMudPxj3tUyljg== 0000950146-97-000159.txt : 19970221 0000950146-97-000159.hdr.sgml : 19970221 ACCESSION NUMBER: 0000950146-97-000159 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19970211 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO CENTRAL INDEX KEY: 0000103007 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-75964 FILM NUMBER: 97523889 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 485APOS 1 VARIABLE ANNUITY ACCOUNT C As filed with the Securities and Exchange Registration No. 33-75964* Commission on February 11, 1997 Registration No. 811-2513 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-4 - -------------------------------------------------------------------------------- Post-Effective Amendment No. 12 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, RC4A, Hartford, Connecticut 06156 Depositor's Telephone Number, including Area Code: (860) 273-7834 Susan E. Bryant, Counsel Aetna Life Insurance and Annuity Company 151 Farmington Avenue, RC4A, Hartford, Connecticut 06156 (Name and Address of Agent for Service) - -------------------------------------------------------------------------------- It is proposed that this filing will become effective: 60 days after filing pursuant to paragraph (a)(2) of Rule 485 -------- X on May 1, 1997 pursuant to paragraph (a)(1) 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 expects to file a Rule 24f-2 Notice for the fiscal year ended December 31, 1996 on or before February 28, 1997. *Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has included a combined prospectus under this Registration Statement which includes all the information which would currently be required in prospectuses relating to the securities covered by the following earlier Registration Statements: 33-75958; 33-75960; and 33-75994. VARIABLE ANNUITY ACCOUNT C CROSS REFERENCE SHEET
FORM N-4 PART A (PROSPECTUS) LOCATION -------- ------------------- -------- ITEM NO. -------- 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 C; The Funds 6 Deductions and Expenses.............................. Charges and Deductions; Distribution 7 General Description of Variable Annuity Contracts ........................................... Purchase; Miscellaneous 8 Annuity Period....................................... Annuity Period 9 Death Benefit........................................ Death Benefit During Accumulation Period; Death Benefit Payable During the Annuity Period 10 Purchases and Contract Value......................... Purchase; Contract Valuation 11 Redemptions.......................................... Right to Cancel; Withdrawals 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 Form N-4 -------- Item No. Part B (Statement of Additional 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. VARIABLE ANNUITY ACCOUNT C AetnaPlus - Group Variable Annuity Contracts for Tax-Deferred Annuity Plans (Section 403(b)) and Defined Contribution Plans (Section 401(a)) May 1, 1997 Supplement to May 1, 1997 Prospectus St. John's Regional Health Center The following is a negotiated provision regarding the deferred sales charge applicable to the St. John's Regional Health Center tax-deferred annuity plan. (See "Deferred Sales Charge - Reduction or Elimination of the Deferred Sales Charge.") Participants may withdraw up to 10% of the current Account Value annually without a deferred sales charge. This applies only to the first partial withdrawal in each calendar year. The 10% partial withdrawal amount will be calculated using the Account Value on the date of the withdrawal request. This provision is available to all Participants up to age 70-1/2 (instead of between the ages of 59-1/2 and 70-1/2). Any loans outstanding on a 403(b) Account are excluded from the Account Value when calculating the 10% partial withdrawal amount. This provision is not applicable to a full withdrawal of the Account. It is also not applicable to a partial withdrawal due to loan defaults. X75964.13-97 Variable Annuity Account C AetnaPlus - Group Variable Annuity Contracts For Tax-Deferred Annuity Plans (Section 403(b)) May 1, 1997 Supplement to May 1, 1997 Prospectus Suburban Hospital The following is a negotiated provision regarding the deferred sales charge applicable to the Suburban Hospital tax-deferred annuity plan. (See "Deferred Sales Charge - Reduction or Elimination of the Deferred Sales Charge.") In addition to the exceptions listed in this Prospectus for 403(b) Plans, no deferred sales charge will be deducted from any Account Value which is withdrawn due to the Participant's separation from service. (The Contract Holder must submit documentation satisfactory to the Company confirming the Participant is no longer providing services to the employer.) X75964.8-97 PROSPECTUS ================================================================================ The Contracts offered in connection with this Prospectus are group and individual deferred variable annuity contracts ("Contracts") issued by Aetna Life Insurance and Annuity Company (the "Company"). The Contracts are available for public school systems and certain tax-exempt (Section 501(c)(3)) organizations for their employees under Section 403(b) of the Internal Revenue Code of 1986 as amended ("Code"), and for qualified defined contribution plans under Section 401(a) of the Code. (See "Purchase.") The Contracts provide that contributions may be allocated to one or more of the Credited Interest Options or to one or more of the Subaccounts of Variable Annuity Account C, a separate account of the Company. The Subaccounts invest directly in shares of the following Funds: (bullet) Aetna Variable Fund (bullet) Aetna Income Shares (bullet) Aetna Variable Encore Fund (bullet) Aetna Investment Advisers Fund, Inc. (bullet) Aetna Ascent Variable Portfolio (bullet) Aetna Crossroads Variable Portfolio (bullet) Aetna Legacy Variable Portfolio (bullet) Aetna Variable Capital Appreciation Portfolio (bullet) Aetna Variable Growth Portfolio (bullet) Aetna Variable Index Plus Portfolio (bullet) Aetna Variable Small Company Portfolio (bullet) Alger American Growth Portfolio (bullet) Alger American Small Cap Portfolio (bullet) American Century VP Capital Appreciation (formerly TCI Growth) (bullet) Calvert Responsibly Invested Balanced Portfolio (bullet) Fidelity VIP II Contrafund Portfolio (bullet) Fidelity VIP Equity-Income Portfolio (bullet) Fidelity VIP Growth Portfolio (bullet) Fidelity VIP Overseas Portfolio (bullet) Franklin Government Securities Trust (bullet) Janus Aspen Aggressive Growth Portfolio (bullet) Janus Aspen Balanced Portfolio (bullet) Janus Aspen Flexible Income Portfolio (bullet) Janus Aspen Growth Portfolio (bullet) Janus Aspen Short-Term Bond Portfolio (bullet) Janus Aspen Worldwide Growth Portfolio (bullet) Lexington Natural Resources Trust (bullet) Neuberger & Berman Growth Portfolio (bullet) Scudder International Portfolio Class A Shares The Credited Interest Options currently available under the Contract are the Guaranteed Accumulation Account, the Fixed Account and the Fixed Plus Account. Except as specifically mentioned, this Prospectus describes only investments through the Separate Account. A brief description of each of the Credited Interest Options is contained in Appendices to this Prospectus. Additional information concerning the Guaranteed Accumulation Account is contained in a separate prospectus. The availability of the Funds and the Credited Interest Options is subject to applicable regulatory authorization. Not all Funds or Credited Interest Options may be available in all jurisdictions, under all Contracts or in all Plans. Please check with your employer to determine option availability. (See "Investment Options.") This Prospectus provides investors with the information that they should know about the Separate Account before investing in the Contract. 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 __ of this Prospectus. An SAI may be obtained by indicating the request on the Enrollment Materials or on the prospectus receipt contained in this Prospectus, 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 GUARANTEED ACCUMULATION ACCOUNT. ALL PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE. 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. 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 C 1 INVESTMENT OPTIONS 1 The Funds 1 Credited Interest Options 4 PURCHASE 4 Contract Availability 4 Purchasing Interests in the Contract 4 Purchase Payments 5 Transfer Credits 5 Right to Cancel 5 CHARGES AND DEDUCTIONS 5 Daily Deductions from the Separate Account 5 Maintenance Fee 6 Deferred Sales Charge 6 Fund Expenses 8 Premium and Other Taxes 8 CONTRACT VALUATION 8 Account Value 8 Accumulation Units 8 Net Investment Factor 9 TRANSFERS 9 Dollar Cost Averaging Program 9 WITHDRAWALS 9 Reinvestment Privilege 10 CONTRACT LOANS 11 ADDITIONAL WITHDRAWAL OPTIONS 11 DEATH BENEFIT DURING ACCUMULATION PERIOD 11 ANNUITY PERIOD 12 Annuity Period Elections 12 Annuity Options 12 Annuity Payments 13 Charges Deducted During the Annuity Period 13 Death Benefit Payable During Annuity Period 13 TAX STATUS 14 Introduction 14 Taxation of the Company 14 Contracts Used with Certain Retirement Plans 14 MISCELLANEOUS 16 Distribution 16 Delay or Suspension of Payments 17 Performance Reporting 17 Voting Rights 17 Changes in Beneficiary Designations 18 Modification of the Contract 18 Legal Matters and Proceedings 18 CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION 18 APPENDIX I--GUARANTEED ACCUMULATION ACCOUNT 20 APPENDIX II--THE FIXED ACCOUNT 21 APPENDIX III--THE FIXED PLUS 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. DEFINITIONS ================================================================================ The following terms are defined as they are used in this Prospectus: Account: A record which identifies contract values accumulated on behalf of each Participant during the Accumulation Period. One or more Accounts may be established for each Participant. 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. 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. Beneficiary(ies): The person or persons identified in the Enrollment Materials who are to receive any death benefit proceeds payable under the Contract. Code: Internal Revenue Code of 1986, as amended. Company (We, Us): Aetna Life Insurance and Annuity Company. Contract: The group and individual deferred, variable annuity contracts offered by this Prospectus. Contract Holder: The person or entity to whom the Contract is issued. The Contract Holder of a group Contract is usually the employer; the Contract Holder of an individual Contract is the Participant. Credited Interest Options: The fixed interest options under the Contract. The Credited Interest Options currently consist of the Guaranteed Accumulation Account, the Fixed Account and the Fixed Plus Account, each of which is described in an Appendix to this Prospectus. Amounts allocated to the Credited Interest Options are included in the Account Value. Enrollment Materials: An application for an individual contract or an enrollment form for participation under a group contract. 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. Home Office: The Company's principal executive offices located at 151 Farmington Avenue, Hartford, Connecticut 06156. Participant (You): A person participating in a Plan maintained by an eligible organization. Plan(s): Tax-deferred annuity plans established under Section 403(b) of the Code for employees of public school systems and certain tax-exempt organizations (Section 501(c)(3) organizations), and defined contribution plans established under Section 401(a) of the Code. Purchase Payment(s): The gross payment(s) made to the Company under a Contract. - -------------------------------------------------------------------------------- DEFINITIONS - 1 Purchase Payment Periods: For "Installment Purchase Payment Accounts," the period of time for completion of the agreed upon annual number and amount of Purchase Payments. For example, if it is determined that the Purchase Payment Period will consist of 12 payments per year and only 11 payments are made, the Purchase Payment Period is not completed until the twelfth Purchase Payment is made. Separate Account: Variable Annuity Account C, a separate account established by the Company 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. 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. - -------------------------------------------------------------------------------- DEFINITIONS - 2 PROSPECTUS SUMMARY ================================================================================ Contracts Offered The Contracts offered in connection with this Prospectus are group and individual deferred variable annuity contracts issued by Aetna Life Insurance and Annuity Company (the "Company"). The purpose of the Contract is to accumulate values and to provide benefits upon retirement. The Contracts are available for public school systems and certain tax-exempt (Section 501(c)(3)) organizations for their employees under Section 403(b) of the Code, and for qualified defined contribution plans under Section 401(a) of the Code. Contract Purchase The Contract may be purchased by eligible organizations on behalf of a group made up of their employees. The individual contracts may be purchased by individuals under Plans that permit such purchase. Eligible employees may participate in the Contract by completing the Enrollment Materials and submitting them to the Company. Purchase Payments can be applied to the Contract either through a lump-sum transfer from a pre-existing plan or through periodic salary reductions or employer contributions. (See "Purchase.") Free Look Period Participation under the Contract may be cancelled within 10 days after you receive the Contract or other document evidencing your interest in the Contract (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. (See "Purchase--Right to Cancel.") Investment Options The Company has established Variable Annuity Account C, 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, as designated by the Participant. The Contract allows investment in any or all of the Subaccounts, as well as in the Credited Interest Options described below. The total number of investment options that may be selected during the Accumulation Period is limited. For a complete list of the Funds available under the Contracts, a description of the investment objectives of each of the Funds and their investment advisers, and a description of the limitations on the number of investment options, see "Investment Options--The Funds" in this Prospectus, as well as the prospectuses for each of the Funds. The Contract also provides for investment in Credited Interest Options which allow you to earn fixed rates of interest. The fixed options available under the Contract are the Guaranteed Accumulation Account ("GAA"), the Fixed Account, and the Fixed Plus Account. (See the Appendices to this Prospectus.) 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 annual maintenance fee 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.") Transfers Prior to the Annuity Date, and subject to certain limitations, Account Values may be transferred among the Subaccounts and the Credited Interest Options without charge. Transfers can be requested in writing or by telephone in accordance with the Company's transfer procedures. (See the Appendices for a full description of the restrictions applicable to transfers from the Credited Interest Options.) (See "Transfers.") - -------------------------------------------------------------------------------- SUMMARY - 1 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. Limitations apply to withdrawals from the Fixed Plus Account. Certain charges may be assessed upon withdrawal. The withdrawal may also be subject to income tax and a federal tax penalty. The Code restricts full and partial withdrawals in some circumstances. (See "Withdrawals.") The Contract also offers certain Additional Withdrawal Options during the Accumulation Period to persons meeting certain criteria. Additional Withdrawal Options are not available in all states and may not be suitable in every situation. (See "Additional Withdrawal Options.") Loans Participants under Section 403(b) Plans may request a loan from their Account Value at any time during the Accumulation Period. Loans are not available from Contracts issued under Section 401(a) Plans. (See "Contract Loans.") Death Benefit A death benefit is payable if the Participant dies before the Annuity Date. Death benefit proceeds will be paid to the Beneficiary in an amount equal to the Account Value. Until the election of a method of payment, the Account Value will remain invested under the Contract. The Beneficiary may elect to receive the proceeds in a lump sum or under any of the payment options available under the Contract. However, the Code requires that distributions begin within a certain time period. (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 which may be made on either a fixed, variable or combination fixed and variable basis. If a variable payout is selected, the payments will 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 Contributions and earnings are not generally taxed until you or your beneficiary(ies) actually receive a distribution from the Contract. A 10% federal tax penalty and a 20% withholding for income tax 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 Life Insurance and Annuity Company 151 Farmington Avenue Hartford, Connecticut 06156-1277 Attention: Customer Service (bullet) Call Customer Service:1-800-525-4225 (for automated transfers or changes in the allocation of Account Values, call: 1-800-262-3862) - -------------------------------------------------------------------------------- SUMMARY - 2 FEE TABLE ================================================================================ This Fee Table describes the various charges and expenses associated with the Contract during the Accumulation Period. For amounts deducted during the Annuity Period, see "Annuity Period--Charges Deducted During the Annuity Period." 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. Some expenses may vary as explained under "Charges and Deductions." Charges shown do not include premium taxes that may be applicable. For more information regarding fees and expenses paid out of the assets of a particular Fund, see the Fund's prospectus. DIRECT CHARGES. These charges are deducted directly from the Account Value. They include: Deferred Sales Charge. The deferred sales charge is deducted as a percentage of the amount withdrawn. The total amount deducted for the deferred sales charge will not exceed 8.5% of the total Purchase Payments applied to the Account. The amount of the deferred sales charge is calculated as follows: Installment Purchase Payment Accounts: Purchase Payment Deferred Sales Periods Completed Charge Deduction -------------------------------- --------------------- Less than 5 5% 5 or more but less than 7 4% 7 or more but less than 9 3% 9 or more but less than 10 2% More than 10 0% Single Purchase Payment Accounts: Account Years Deferred Sales Completed Charge Deduction ------------------------------- --------------------- Less than 5 5% 5 or more but less than 6 4% 6 or more but less than 7 3% 7 or more but less than 8 2% 8 or more but less than 9 1% 9 or more 0% Annual Contract Maintenance Fee Installment Purchase Payment Accounts $20.00 Single Purchase Payment Accounts $ 0.00 The maintenance fee will generally be deducted annually from each Account during the Accumulation Period. The amount of the maintenance fee may be reduced or eliminated for group Contracts. The amount shown is the maximum maintenance fee that can be deducted under each Account. INDIRECT CHARGES. Each Subaccount pays these expenses out of its assets. The charges are reflected in the Subaccount's daily Accumulation Unit Value and are not charged directly to an Account. For all Contracts except those for which an Administrative Expense Charge is imposed (see "Charges and Deductions"), Indirect Charges are: Mortality and Expense Risk Charge 1.25% Administrative Expense Charge 0.00%* -------- Total Separate Account Charges 1.25% ======== For Contracts for which an Administrative Expense Charge is imposed (see "Charges and Deductions"), Indirect Charges are: Mortality and Expense Risk Charge 1.25% Administrative Expense Charge 0.25%* -------- Total Separate Account Charges 1.50% ======== *During the Annuity Period, an administrative expense charge of 0.25% will apply for all Participants who enrolled in a group Contract or became covered under an individual Contract on or after May 1, 1994. - -------------------------------------------------------------------------------- FEE TABLE - 1 Annual Expenses of the Funds The following table illustrates the advisory fees and other expenses applicable to the Funds. Except as noted, these figures are a percentage of each Fund's average net assets and are based on figures for the year ended December 31, 1996. A Fund's "Other Expenses" include operating costs of the Fund. The expenses shown below are reflected in the Fund's net asset value and are not deducted from the Account Value under the Contract.
Investment Advisory Fees(1) Other Expenses (after expense (after expense Total Fund reimbursement) reimbursement) Annual Expenses -------------- -------------- ---------------- Aetna Variable Fund(2) 0.50% 0.06% 0.56% Aetna Income Shares(2) 0.40% 0.08% 0.48% Aetna Variable Encore Fund(2) 0.25% 0.10% 0.35% Aetna Investment Advisers Fund, Inc.(2) 0.50% 0.08% 0.58% Aetna Ascent Variable Portfolio(2) 0.60% 0.15% 0.75% Aetna Crossroads Variable Portfolio(2) 0.60% 0.15% 0.75% Aetna Legacy Variable Portfolio(2) 0.60% 0.15% 0.75% Aetna Variable Capital Appreciation Portfolio(2) 0.60% 0.15% 0.75% Aetna Variable Growth Portfolio(2) 0.60% 0.15% 0.75% Aetna Variable Index Plus Portfolio(2) 0.35% 0.15% 0.50% Aetna Variable Small Company Portfolio(2) 0.75% 0.15% 0.90% Alger American Growth Portfolio 0.75% Alger American Small Cap Portfolio 0.85% American Century VP Capital Appreciation(3) 1.00% Calvert Responsibly Invested Balanced Portfolio(4) 0.70% Fidelity VIP II Contrafund Portfolio(5) 0.61% Fidelity VIP Equity-Income Portfolio 0.51% Fidelity VIP Growth Portfolio 0.61% Fidelity VIP Overseas Portfolio 0.76% Franklin Government Securities Trust(6) 0.63% Janus Aspen Aggressive Growth Portfolio(7) 0.75% Janus Aspen Balanced Portfolio(7) 0.82% Janus Aspen Flexible Income Portfolio 0.65% Janus Aspen Growth Portfolio(7) 0.65% Janus Aspen Short-Term Bond Portfolio(7) 0.00% Janus Aspen Worldwide Growth Portfolio(7) 0.68% Lexington Natural Resources Trust 1.00% Neuberger & Berman Growth Portfolio(8) 0.84% Scudder International Portfolio Class A Shares 0.88%
(1) Certain of the unaffiliated Fund advisers reimburse the Company for administrative costs incurred in connection with administering the Funds as variable funding options under the Contract. These reimbursements are paid out of the investment advisory fees and are not charged to investors. (2) The Company provides administrative services to the Funds and assumes the Fund's ordinary recurring direct costs under an Administrative Services Agreement. The "Other Expenses" shown reflect the fee payable under that Agreement. (3) The Portfolio's investment adviser pays all expenses of the Portfolio except brokerage commissions, taxes, interest, fees, expenses of the non-interested person directors (including counsel fees) and extraordinary expenses. These expenses have historically represented a very small percentage (less than 0.01%) of total net assets in a fiscal year. (4) The Management and Advisory Fees are subject to a performance adjustment, which could cause the fee to be as high as 0.85% or as low as 0.55%, depending on performance. "Other Expenses" reflect an indirect fee of %. Net fund operating expenses after reduction for fees paid indirectly would be %. (5) A portion of the brokerage commissions the Fund paid was used to reduce its expenses. Without this reduction, total operating expenses would have been % for the Contrafund Portfolio. (6) An expense reimbursement arrangement was in effect until February 1, 1996; however, it is no longer in effect. The Advisory fee and total annual expenses shown above reflect the actual expenses of the Fund before reimbursement, as if such arrangement had not been in effect at any time during 1996. (7) The information for each Portfolio is net of fee waivers or reductions from Janus Capital. Fee reductions for the Aggressive Growth, Growth, and Worldwide Growth Portfolios reduce the management fee to the level of the corresponding Janus retail fund. Other waivers, if applicable, are first applied against the management fee and then against other expenses. Without such waivers or - -------------------------------------------------------------------------------- FEE TABLE - 2 reductions, the Management Fee, Other Expenses and Total Fund Annual Expenses would have been %, %, and % for Aggressive Growth Portfolio; %, % and % for Growth Portfolio; %, % and % for Short-Term Bond Portfolio; and %, % and % for Worldwide Growth Portfolio; respectively. Janus Capital may modify or terminate the waivers or reductions at any time upon 90 days' notice to the Portfolio's Board of Trustees. (8) Neuberger and Berman Advisers Management Trust (the "Trust") is divided into portfolios ("Portfolios"), each of which invests all of its net investable assets in a corresponding series ("Series") of Advisers Managers Trust. Expenses in the table reflect expenses of the Portfolio and include the Portfolio's pro rata portion of the operating expenses of the Portfolio's corresponding Series. The Portfolio pays Neuberger & Berman Management Inc. ("NBMI") an administration fee based on the Portfolio's net asset value. The corresponding Series of the Portfolio pays NBMI a management fee based on the Series' average daily net assets. Accordingly, this table combines management fees at the Series level and administration fees at the Portfolio level in a unified fee rate. (See "Expenses" in the Trust's prospectus.) 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. WITHOUT ADMINISTRATIVE EXPENSE CHARGE: 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. This example assumes that no Administrative Expense Charge is imposed. For the purposes of these Examples, the maximum maintenance fee of $20.00 that can be deducted under the Contract has been converted to a percentage of assets equal to %.
EXAMPLE A EXAMPLE B -------------------------------------- --------------------------------------- If you withdraw your entire Account If you do not withdraw your Account Value at end of the periods shown, you Value, or if you annuitize at the end would pay the following expenses, of the periods shown, you would pay the including any applicable deferred following expenses (no deferred sales sales charge: charge is reflected):* 1 year 3 years 5 years 10 years 1 year 3 years 5 years 10 years ------- ------- ------- ---------- ------- ------- ------- ----------- Aetna Variable Fund Aetna Income Shares Aetna Variable Encore Fund Aetna Investment Advisers Fund, Inc. Aetna Ascent Variable Portfolio Aetna Crossroads Variable Portfolio Aetna Legacy Variable Portfolio Aetna Variable Capital Appreciation Portfolio Aetna Variable Growth Portfolio Aetna Variable Index Plus Portfolio Aetna Variable Small Company Portfolio Alger American Growth Portfolio Alger American Small Cap Portfolio American Century VP Capital Appreciation Calvert Responsibly Invested Balanced Portfolio Fidelity VIP II Contrafund Portfolio Fidelity VIP Equity-Income Portfolio Fidelity VIP Growth Portfolio Fidelity VIP Overseas Portfolio Franklin Government Securities Trust Janus Aspen Aggressive Growth Portfolio Janus Aspen Balanced Portfolio Janus Aspen Flexible Income Portfolio Janus Aspen Growth Portfolio Janus Aspen Short-Term Bond Portfolio Janus Aspen Worldwide Growth Portfolio - -------------------------------------------------------------------------------- FEE TABLE - 3 Lexington Natural Resources Trust Neuberger & Berman Growth Portfolio Scudder International Portfolio Class A Shares
*This Example would not apply if a nonlifetime variable annuity option is selected, and a lump sum settlement is requested before a minimum number of years of payments (as specified in the Contract) have been completed since the lump sum payment will be treated as a withdrawal during the Accumulation Period and will be subject to any deferred sales charge that would then apply. (Refer to Example A.) 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. WITH ADMINISTRATIVE EXPENSE CHARGE: 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. This example assumes that an Administrative Expense Charge is imposed. For the purposes of these Examples, the maximum maintenance fee of $20.00 that can be deducted under the Contract has been converted to a percentage of assets equal to %.
EXAMPLE A EXAMPLE B -------------------------------------- --------------------------------------- If you withdraw your entire Account If you do not withdraw your Account Value at the end of the periods shown, Value, or if you annuitize at the end you would pay the following expenses, of the periods shown, you would pay the including any applicable deferred following expenses (no deferred sales sales charge: charge is reflected):* 1 year 3 years 5 years 10 years 1 year 3 years 5 years 10 years ------- ------- ------- ---------- ------- ------- ------- ----------- Aetna Variable Fund Aetna Income Shares Aetna Variable Encore Fund Aetna Investment Advisers Fund, Inc. Aetna Ascent Variable Portfolio Aetna Crossroads Variable Portfolio Aetna Legacy Variable Portfolio Aetna Variable Capital Appreciation Portfolio Aetna Variable Growth Portfolio Aetna Variable Index Plus Portfolio Aetna Variable Small Company Portfolio Alger American Growth Portfolio Alger American Small Cap Portfolio American Century VP Capital Appreciation Calvert Responsibly Invested Balanced Portfolio Fidelity VIP II Contrafund Portfolio Fidelity VIP Equity-Income Portfolio Fidelity VIP Growth Portfolio Fidelity VIP Overseas Portfolio Franklin Government Securities Trust Janus Aspen Aggressive Growth Portfolio Janus Aspen Balanced Portfolio Janus Aspen Flexible Income Portfolio Janus Aspen Growth Portfolio Janus Aspen Short-Term Bond Portfolio Janus Aspen Worldwide Growth Portfolio Lexington Natural Resources Trust Neuberger & Berman Growth Portfolio Scudder International Portfolio Class A Shares
*This Example would not apply if a nonlifetime variable annuity option is selected, and a lump sum settlement is requested before a minimum number of years of payments (as specified in the Contract) have been completed, since the lump sum payment will be treated as a withdrawal during the Accumulation Period and will be subject to any deferred sales charge that would then apply. (Refer to Example A.) - -------------------------------------------------------------------------------- FEE TABLE - 4 CONDENSED FINANCIAL INFORMATION (Selected data for accumulation units outstanding throughout each period) ================================================================================ The condensed financial information presented below for each of the years in the ten-year period ended December 31, 1996 (as applicable), 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 as of and for the year ended December 31, 1996 and the independent auditors' report thereon, are included in the Statement of Additional Information.
1996 1995 1994 1993 1992 ----- ---------- ---------- ---------- ---------- AETNA VARIABLE FUND Value at beginning of period $10.778 $11.020 $10.454 $97.165 Value at end of period $14.077 $10.778 $11.020 $10.454(2) Increase (decrease) in value of accumulation unit(1) 30.61% (2.20)% 5.41% (2) Number of accumulation units outstanding at end of period 188,964,022 114,733,035 44,166,470 21,250 AETNA INCOME SHARES Value at beginning of period $10.360 $10.905 $10.068 $36.789 Value at end of period $12.098 $10.360 $10.905 $10.068(3) Increase (decrease) in value of accumulation unit(1) 16.78% (5.00)% 8.31% (3) Number of accumulation units outstanding at end of period 21,379,976 11,713,354 4,084,142 3,870 AETNA VARIABLE ENCORE FUND Value at beginning of period $10.528 $10.241 $10.048 $33.812 Value at end of period $11.026 $10.528 $10.241 $10.048(4) Increase (decrease) in value of accumulation unit(1) 4.73% 2.80% 1.92% (4) Number of accumulation units outstanding at end of period 12,999,680 7,673,528 2,766,044 825 AETNA INVESTMENT ADVISERS FUND, INC. Value at beginning of period $10.868 $11.057 $10.189 $12.736 Value at end of period $13.673 $10.868 $11.057 $10.189(6) Increase (decrease) in value of accumulation unit(1) 25.81% (1.71)% 8.52% (6) Number of accumulation units outstanding at end of period 38,152,395 23,139,604 11,368,365 11,508 Number of accumulation units outstanding at end of period
1991 1990 1989 1988 1987 ---------- ---------- ---------- ---------- ---------- AETNA VARIABLE FUND Value at beginning of period $77.845 $76.311 $59.871 $52.885 $50.760 Value at end of period $97.165 $77.845 $76.311 $59.871 $52.885 Increase (decrease) in value of accumulation unit(1) 24.82% 2.01% 27.46% 13.21% 4.19% Number of accumulation units outstanding at end of period 20,948,226 18,362,906 17,142,820 16,455,396 16,497,406 AETNA INCOME SHARES Value at beginning of period $31.192 $28.943 $25.574 $24.061 $23.308 Value at end of period $36.789 $31.192 $28.943 $25.574 $24.061 Increase (decrease) in value of accumulation unit(1) 17.94% 7.77% 13.17% 6.29% 3.23% Number of accumulation units outstanding at end of period 7,844,412 6,984,793 6,202,834 5,955,293 5,372,271 AETNA VARIABLE ENCORE FUND Value at beginning of period $32.138 $30.012 $27.783 $26.171 $24.812 Value at end of period $33.812 $32.138 $30.012 $27.783 $26.171 Increase (decrease) in value of accumulation unit(1) 5.21% 7.08% 8.02% 6.16% 5.48% Number of accumulation units outstanding at end of period 8,430,082 10,220,110 8,286,033 8,154,644 7,326,151 AETNA INVESTMENT ADVISERS FUND, INC. Value at beginning of period $10.896 $10.437 $10.000(5) Value at end of period $12.736 $10.896 $10.437 Increase (decrease) in value of accumulation unit(1) 16.89% 4.40% 4.37% Number of accumulation units outstanding at end of period 22,898,099 17,078,985 9,535,986 AETNA ASCENT VARIABLE PORTFOLIO Value at beginning of period Value at end of period Increase (decrease) in value of accumulation unit(1) Number of accumulation units outstanding at end of period AETNA CROSSROADS VARIABLE PORTFOLIO Value at beginning of period Value at end of period Increase (decrease) in value of accumulation unit(1) Number of accumulation units outstanding at end of period AETNA LEGACY VARIABLE PORTFOLIO Value at beginning of period Value at end of period Increase (decrease) in value of accumulation unit(1) Number of accumulation units outstanding at end of period AETNA VARIABLE INDEX PLUS PORTFOLIO Value at beginning of period Value at end of period Increase (decrease) in value of accumulation unit(1) Number of accumulation units outstanding at end of period
- -------------------------------------------------------------------------------- AUV HISTORY - 1 CONDENSED FINANCIAL INFORMATION (continued) ================================================================================
1996 1995 1994 1993 1992 ----- ---------- ---------- ---------- ---------- ALGER AMERICAN GROWTH PORTFOLIO Value at beginning of period $10.000(7) Value at end of period $10.157 Increase (decrease) in value of accumulation unit(1) 1.57% Number of accumulation units outstanding at end of period 2,832,440 ALGER AMERICAN SMALL CAP PORTFOLIO Value at beginning of period $9.437 $9.959 $10.000(8) Value at end of period $13.450 $9.437 $9.959 Increase (decrease) in value of accumulation unit(1) 42.52% (5.24)% (0.41)% Number of accumulation units outstanding at end of period 15,036,765 6,339,407 781,836 AMERICAN CENTURY VP CAPITAL APPRECIATION** Value at beginning of period $11.781 $12.069 $10.692 $10.000(9) Value at end of period $15.253 $11.781 $12.069 $10.692 Increase (decrease) in value of accumulation unit(1) 29.47% (2.39)% 12.88% 6.92% Number of accumulation units outstanding at end of period 21,986,645 12,853,828 3,667,821 2,254 CALVERT RESPONSIBLY INVESTED BALANCED PORTFOLIO* Value at beginning of period $10.554 $11.036 $10.278 $10.000(9) Value at end of period $13.527 $10.554 $11.036 $10.278 Increase (decrease) in value of accumulation unit(1) 28.17% (4.37)% 7.37% 2.78% Number of accumulation units outstanding at end of period 966,098 521,141 144,168 2,556 FIDELITY VIP II CONTRAFUND PORTFOLIO Value at beginning of period $10.000(7) Value at end of period $10.397 Increase (decrease) in value of accumulation unit(1) 3.97% Number of accumulation units outstanding at end of period 2,116,732 FIDELITY VIP EQUITY-INCOME PORTFOLIO Value at beginning of period $10.000(7) Value at end of period $11.092 Increase (decrease) in value of accumulation unit(1) 10.92% Number of accumulation units outstanding at end of period 1,660,304 FIDELITY VIP GROWTH PORTFOLIO Value at beginning of period $10.000(7) Value at end of period $10.066 Increase (decrease) in value of accumulation unit(1) 0.66% Number of accumulation units outstanding at end of period 1,833,794 FIDELITY VIP OVERSEAS PORTFOLIO Value at beginning of period $10.000(7) Value at end of period $9.961 Increase (decrease) in value of accumulation unit(1) (0.39)% Number of accumulation units outstanding at end of period 196,090 FRANKLIN GOVERNMENT SECURITIES TRUST Value at beginning of period $10.119 $10.642 $10.008 $10.000(9) Value at end of period $11.762 $10.119 $10.642 $10.008 Increase (decrease) in value of accumulation unit(1) 16.24% (4.91)% 6.33% 0.08% Number of accumulation units outstanding at end of period 717,760 325,365 167,137 5,559
- -------------------------------------------------------------------------------- AUV HISTORY - 2 CONDENSED FINANCIAL INFORMATION (continued) ================================================================================
1996 1995 1994 1993 1992 ----- ---------- ---------- ---------- ---------- JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO Value at beginning of period $10.581 $10.000(10) Value at end of period $13.322 $10.581 Increase (decrease) in value of accumulation unit(1) 25.91% 5.81% Number of accumulation units outstanding at end of period 4,887,060 753,862 JANUS ASPEN BALANCED PORTFOLIO Value at beginning of period $10.000(7) Value at end of period $10.850 Increase (decrease) in value of accumulation unit(1) 8.50% Number of accumulation units outstanding at end of period 93,304 JANUS ASPEN FLEXIBLE INCOME PORTFOLIO Value at beginning of period $9.873 $10.000(10) Value at end of period $12.077 $9.873 Increase (decrease) in value of accumulation unit(1) 22.33% (1.27)% Number of accumulation units outstanding at end of period 315,361 28,543 JANUS ASPEN GROWTH PORTFOLIO Value at beginning of period $10.000(7) Value at end of period $10.870 Increase (decrease) in value of accumulation unit(1) 8.70% Number of accumulation units outstanding at end of period 259,196 JANUS ASPEN SHORT-TERM BOND PORTFOLIO Value at beginning of period $10.000(7) Value at end of period $10.323 Increase (decrease) in value of accumulation unit(1) 3.23% Number of accumulation units outstanding at end of period 32,696 JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO Value at beginning of period $10.000(7) Value at end of period $10.877 Increase (decrease) in value of accumulation unit(1) 8.77% Number of accumulation units outstanding at end of period 1,036,040 LEXINGTON NATURAL RESOURCES TRUST Value at beginning of period $10.154 $10.877 $9.832 $10.000(9) Value at end of period $11.720 $10.154 $10.877 $9.832 Increase (decrease) in value of accumulation unit(1) 15.42% (6.65)% 10.63% (1.68)% Number of accumulation units outstanding at end of period 711,892 703,676 135,614 561 NEUBERGER & BERMAN GROWTH PORTFOLIO Value at beginning of period $11.026 $11.747 $10.864 $10.000(9) Value at end of period $14.345 $11.026 $11.747 $10.864 Increase (decrease) in value of accumulation unit(1) 30.10% (6.14)% 8.13% 8.64% Number of accumulation units outstanding at end of period 3,331,218 1,865,104 546,559 10,645 SCUDDER INTERNATIONAL PORTFOLIO CLASS A SHARES Value at beginning of period $12.687 $12.957 $9.578 $10.000(9) Value at end of period $13.923 $12.687 $12.957 $9.578 Increase (decrease) in value of accumulation unit(1) 9.74% (2.08)% 35.28% (4.22)% Number of accumulation units outstanding at end of period 7,323,208 6,558,946 1,020,233 5,232
- -------------------------------------------------------------------------------- AUV HISTORY - 3 CONDENSED FINANCIAL INFORMATION (continued) ================================================================================ (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 charges or the fixed dollar annual maintenance fee, if any. Inclusion of these charges would reduce the investment results shown. (2) The Accumulation Unit value was converted to $10.000 on August 21, 1992 upon the commencement of a new administrative system. Immediately prior to that date, the Accumulation Unit value of the Fund was $97.817. On the date of conversion, additional units were issued so that account values were not changed as a result of the conversion. The percentage change in the Accumulation Unit value from the beginning of the year to the date of conversion was 0.67%; the percentage change in the Accumulation Unit value from the date of conversion to the end of the year was 4.54%. (3) The Accumulation Unit value was converted to $10.000 on August 21, 1992 upon the commencement of a new administrative system. Immediately prior to that date, the Accumulation Unit value of the Fund was $38.521. On the date of conversion, additional units were issued so that account values were not changed as a result of the conversion. The percentage change in the Accumulation Unit value from the beginning of the year to the date of conversion was 4.70%; the percentage change in the Accumulation Unit value from the date of conversion to the end of the year was 0.68%. (4) The Accumulation Unit value was converted to $10.000 on August 21, 1992 upon the commencement of a new administrative system. Immediately prior to that date, the Accumulation Unit value of the Fund was $34.397. On the date of conversion, additional units were issued so that account values were not changed as a result of the conversion. The percentage change in the Accumulation Unit value from the beginning of the year to the date of conversion was 1.73%; the percentage change in the Accumulation Unit value from the date of conversion to the end of the year was 0.48%. (5) Reflects less than a full year of performance activity. The initial Accumulation Unit value was established at $10.000 on June 23, 1989, the date on which the Fund commenced operations. (6) The Accumulation Unit value was converted to $10.000 on August 21, 1992 upon the commencement of a new administrative system. Immediately prior to that date, the Accumulation Unit value of the Fund was $13.118. On the date of conversion, additional units were issued so that account values were not changed as a result of the conversion. The percentage change in the Accumulation Unit value from the beginning of the year to the date of conversion was 2.99%; the percentage change in the Accumulation Unit value from the date of conversion to the end of the year was 1.89%. (7) Reflects less than a full year of performance activity. The initial Accumulation Unit value was established at $10.000 during August 1995, when the Fund became available under the Contract. (8) Reflects less than a full year of performance activity. The initial Accumulation Unit value was established at $10.000 on September 17, 1993, the date on which the Portfolio became available under the Contract. (9) Reflects less than a full year of performance activity. The initial Accumulation Unit value was established at $10.000 on August 21, 1992, the date on which the Fund/Portfolio became available under the Contract. (10) Reflects less than a full year of performance activity. The initial Accumulation Unit value was established at $10.000 during October 1994, when the funds were first received in this option. * Formerly Calvert Socially Responsible Series. ** Formerly TCI Portfolios, Inc.--TCI Growth. - -------------------------------------------------------------------------------- AUV HISTORY - 4 THE COMPANY ================================================================================ Aetna Life Insurance and Annuity Company (the "Company") 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 stock life insurance company organized under the insurance laws of the State of Connecticut in 1976. Through a merger, it succeeded to the business of Aetna Variable Annuity Life Insurance Company (formerly Participating Annuity Life Insurance Company, an Arkansas life insurance company organized in 1954). The Company is engaged in the business of issuing life insurance policies and variable annuity contracts in all states of the United States. The Company's principal executive offices are located at 151 Farmington Avenue, Hartford, Connecticut 06156. The Company 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. VARIABLE ANNUITY ACCOUNT C ================================================================================ The Company established Variable Annuity Account C (the "Separate Account") in 1976 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 the 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 as designated on the Enrollment Materials. In turn, the Subaccounts invest in the corresponding Funds at net asset value. The total number of investment options that you may select during the Accumulation Period is limited to 18. Each Subaccount selected, the Fixed Account, Fixed Plus Account, and each guaranteed term of GAA counts as one option, even if you no longer have amounts allocated to that option. Under group Contracts, the Contract Holder may decide to offer only a select number of Funds under its Plan. In addition, under all Contracts, the Company may add, withdraw or substitute Funds, subject to the conditions in the Contract and in compliance with regulatory requirements. The availability of the Funds may also be subject to applicable regulatory authorization. Not all Funds may be available in all jurisdictions, under all Contracts or in all Plans. The investment results of the Funds described below are likely to differ significantly and there is no assurance that any of the Funds will achieve their respective investment objectives. Except where otherwise noted, all of the Funds are diversified, as defined in the 1940 Act. (bullet) Aetna Variable Fund seeks to maximize total return through investments in a diversified portfolio of common stocks and securities convertible into common stock.(1) (bullet) Aetna Income Shares seeks to maximize total return, consistent with reasonable risk, through investments in a diversified portfolio consisting primarily of debt securities.(1) (bullet) Aetna Variable Encore Fund seeks to provide high current return, consistent with preservation of capital and liquidity, through investment in high-quality money market instruments. An investment in the Fund is neither insured nor guaranteed by the U.S. Government.(1) (bullet) Aetna Investment Advisers Fund, Inc. is a managed fund which seeks to maximize investment return consistent - -------------------------------------------------------------------------------- 1 with reasonable safety of principal by investing in one or more of the following asset classes: stocks, bonds and cash equivalents based on the Company's judgment of which of those sectors or mix thereof offers the best investment prospects.(1) (bullet) Aetna Generation Portfolios, Inc.--Aetna Ascent Variable Portfolio seeks to provide capital appreciation by allocating its investments among equities and fixed income securities. The Portfolio is managed for investors who generally have an investment horizon exceeding 15 years, and who have a high level of risk tolerance.(1) (bullet) Aetna Generation Portfolios, Inc.--Aetna Crossroads Variable Portfolio seeks to provide total return (i.e., income and capital appreciation, both realized and unrealized) by allocating its investments among equities and fixed income securities. The Portfolio is managed for investors who generally have an investment horizon exceeding 10 years and who have a moderate level of risk tolerance.(1) (bullet) Aetna Generation Portfolios, Inc.--Aetna Legacy Variable Portfolio seeks to provide total return consistent with preservation of capital by allocating its investments among equities and fixed income securities. The Portfolio is managed for investors who generally have an investment horizon exceeding five years and who have a low level of risk tolerance.(1) (bullet) Aetna Variable Portfolios, Inc.--Aetna Variable Capital Appreciation Portfolio seeks growth of capital primarily through investment in a diversified portfolio of common stocks and securities convertible into common stock. The Portfolio will use a value-oriented approach in an attempt to outperform the total return performance of publicly traded common stocks represented by the S & P 500 Composite Stock Price Index ("S & P 500"), a broad based stock market index composed of 500 common stocks selected by the Standard & Poor's Corporation. The Portfolio uses the S & P 500 as a comparative benchmark because it represents approximately two-thirds of the total market value of all U.S. common stocks, and is well known to investors.(1) (bullet) Aetna Variable Portfolios, Inc.--Aetna Variable Growth Portfolio seeks growth of capital through investment in a diversified portfolio of common stocks and securities convertible into common stocks believed to offer growth potential.(1) (bullet) Aetna Variable Portfolios, Inc.--Aetna Variable Index Plus Portfolio seeks to outperform the total return performance of publicly traded common stocks represented by the S & P 500.(1) (bullet) Aetna Variable Portfolios, Inc.--Aetna Variable Small Company Portfolio seeks growth of capital primarily through investment in a diversified portfolio of common stocks and securities convertible into common stocks of companies with smaller market capitalizations. Companies with smaller market capitalizations generally will have market capitalization at the time of purchase of $1 billion or less.(1) (bullet) Alger American Fund--Alger American Growth Portfolio seeks long-term capital appreciation by investing in a diversified, actively managed portfolio of equity securities. The Portfolio primarily invests in equity securities of companies which have a market capitalization of $1 billion or greater.(2) (bullet) Alger American Fund--Alger American Small Capitalization Portfolio seeks long-term capital appreciation. Except during temporary defensive periods, the Portfolio invests at least 65% of its total assets in equity securities of companies that, at the time of purchase of such securities, have total market capitalization within the range of companies included in the Russell 2000 Growth Index, updated quarterly. The Russell 2000 Growth Index is designed to track the performance of small capitalization companies. At the range of market capitalization of these companies was $ million to $ billion.(2) (bullet) American Century Variable Portfolios, Inc.--American Century VP Capital Appreciation (formerly TCI Portfolios, Inc.--TCI Growth) seeks capital growth. The Fund seeks to achieve its objective by investing in common stocks (including securities convertible into common stocks) and other securities that meet certain fundamental and technical standards of selection and, in the opinion of the Fund's investment manager, have better than average potential for appreciation.(3) (bullet) Calvert Responsibly Invested Balanced Portfolio is a nondiversified portfolio that seeks growth of capital through investment in enterprises that make a significant contribution to society through their products and services and through the way they do business.(4) (bullet) Fidelity Investments' Variable Insurance Products Fund II--Contrafund Portfolio seeks maximum total return over the long term by investing mainly in equity securities of companies that are undervalued or out-of-favor.(5) - -------------------------------------------------------------------------------- 2 (bullet) Fidelity Investments' Variable Insurance Products Fund--Equity-Income Portfolio seeks reasonable income by investing primarily in income-producing equity securities. In selecting investments, the Fund also considers the potential for capital appreciation.(5) (bullet) Fidelity Investments' Variable Insurance Products Fund--Growth Portfolio seeks capital appreciation by investing mainly in common stocks, although its investments are not restricted to any one type of security.(5) (bullet) Fidelity Investments Variable Insurance Products Fund-- Overseas Portfolio seeks long-term growth by investing mainly in foreign securities (at least 65% of the Fund's total assets in securities of issuers from at least three countries outside of North America).(5) (bullet) Franklin Government Securities Trust seeks income through investments in obligations of the U.S. Government or its agencies or instrumentalities, primarily GNMA obligations.(6) (bullet) Janus Aspen Series--Aggressive Growth Portfolio is a nondiversified portfolio that seeks long-term growth of capital in a manner consistent with the preservation of capital. The Portfolio pursues its investment objective by normally investing at least 50% of its equity assets in securities issued by medium-sized companies. Medium- sized companies are those whose market capitalizations fall within the range of companies in the S&P MidCap 400 Index, which as of included companies with capitalizations of between approximately $ million and $ billion, but which is expected to change on a regular basis.(7) (bullet) Janus Aspen Series--Balanced Portfolio seeks long-term capital growth, consistent with preservation of capital and balanced by current income. The Portfolio pursues its investment objective by investing 40%-60% of its assets in equity securities selected primarily for their growth potential and 40%-60% of its assets in fixed-income securities selected primarily for their income potential.(7) (bullet) Janus Aspen Series--Flexible Income Portfolio seeks to obtain maximum total return, consistent with preservation of capital. Total return is expected to result from a combination of current income and capital appreciation. The Portfolio invests in all types of income producing securities and may have substantial holdings of debt securities rated below investment grade (e.g., junk bonds).(7) (bullet) Janus Aspen Series--Growth Portfolio seeks long-term growth of capital in a manner consistent with the preservation of capital. The Portfolio pursues its investment objective by investing in common stocks of companies of any size.(7) (bullet) Janus Aspen Series--Short-Term Bond Portfolio seeks as high a level of current income as is consistent with preservation of capital. The Portfolio pursues its investment objective by investing primarily in short- and intermediate-term fixed income securities.(7) (bullet) Janus Aspen Series--Worldwide Growth Portfolio seeks long-term growth of capital in a manner consistent with preservation of capital. The Portfolio pursues its investment objective primarily through investments in common stocks of foreign and domestic issuers.(7) (bullet) Lexington Natural Resources Trust is a nondiversified portfolio that seeks long-term growth of capital through investment primarily in common stocks of companies which own or develop natural resources and other basic commodities or supply goods and services to such companies.(8) (bullet) Neuberger & Berman Advisers Management Trust-- Growth Portfolio seeks capital appreciation without regard to income. The Portfolio generally invests in securities believed to have the maximum potential for long-term capital appreciation. The Portfolio expects to be almost fully invested in common stocks, often of companies that may be temporarily out of favor in the market.(9) (bullet) Scudder Variable Life Investment Fund--International Portfolio Class A Shares seeks long-term growth of capital primarily through diversified holdings of marketable foreign equity investments.(10) Investment Advisers for each of the Funds: (1)Aetna Life Insurance and Annuity Company (adviser); Aeltus Investment Management, Inc. (sub-adviser) (2)Fred Alger Management, Inc. (3)American Century Investment Management, Inc. (4)Calvert Asset Management Company, Inc. (5)Fidelity Management & Research Company (6)Franklin Advisers, Inc. (7)Janus Capital Corporation (8)Lexington Management Corporation (adviser); Market Systems Research Advisors, Inc. (subadviser) (9)Neuberger & Berman Management Inc. (Investment Manager); Neuberger & Berman, L.P. (Sub-Adviser) (10)Scudder, Stevens & Clark, Inc. 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 - -------------------------------------------------------------------------------- 3 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 respective Fund prospectuses which accompany 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. 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 a Fund, which might force that Fund to sell portfolio securities at disadvantageous prices, causing its per share value to decrease. Each Fund's Board of Directors or Trustees has agreed to monitor events in order 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 Options Purchase Payments may be allocated to one or more of the Credited Interest Options available under the Contract, as described below. Under group Contracts, the Contract Holder may elect not to offer all Credited Interest Options under its Plan. (bullet) The Guaranteed Accumulation Account (GAA) is a credited interest option through which we guarantee stipulated rates of interest for stated periods of time. Amounts must remain in the GAA for the full guaranteed term to receive the quoted interest rates, or a market value adjustment (which may be positive or negative) will be applied. (See Appendix I.) (bullet) The Fixed Account is a part of the Company's general account. The Fixed Account guarantees a minimum interest rate, as specified in the Contract. The Company may credit higher interest rates from time to time. Transfers from the Fixed Account are limited. (See Appendix II.) (bullet) The Fixed Plus Account is also a part of the Company's general account and guarantees a minimum interest rate, as specified in the Contract. The Company may credit higher interest rates in its discretion. Withdrawals and transfers from the Fixed Plus Account are limited. (See Appendix III.) PURCHASE ================================================================================ Contract Availability The Contracts are designed to fund Plans adopted by (1) public school systems and certain tax-exempt (Section 501(c)(3)) organizations for their employees under Section 403(b) of the Code, and (2) qualified defined contribution plans under Section 401(a) of the Code. The Contract Holder must notify the Company of the applicability of Title I of the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended by subsequent law, including the Retirement Equity Act of 1984, to the Plan. Eligible participants in the Plan seeking to invest and accumulate money for retirement can purchase individual interests in group Contracts, or under some Plans, they may purchase individual Contracts. The group Contract is generally owned by the employer or association, and individual accounts are established for each Participant. An individual Contract will be owned by the Participant under Plans that permit such purchase. In both cases, a Participant's interest in the Contract is known as his or her "Account." For group Contracts issued in connection with Section 403(b) Plans, the employer has no right, title or interest in the amounts held under the Contract or in the Account; Participants make all elections under the Contract. For group Contracts issued in connection with Section 401(a) Plans, the Participant has such rights as are set forth in the Plan. Under individual Contracts, Participants have all contract rights. Purchasing Interests in the Contract Eligible organizations may acquire a group Contract by submitting the appropriate forms to the Company. Once - -------------------------------------------------------------------------------- 4 we approve the forms, a group Contract is issued to the employer or association as the group Contract Holder. Participants may purchase interests in a group Contract by submitting an enrollment form to the Company. For Plans that allow Participants to purchase an individual contract, Participants will submit an individual application to the Company. The enrollment forms and individual application are collectively referred to in this Prospectus as the "Enrollment Materials." The Company must accept or reject the Enrollment Materials within two business days of receipt. If the Enrollment Materials are incomplete, the Company may hold any forms and accompanying Purchase Payments for five days. Purchase Payments may be held for longer periods, pending acceptance of the forms only with the consent of the Participant, or under limited circumstances, with the consent of the group Contract Holder. If we agree to hold Purchase Payments for longer than the five business days based on the consent of the group Contract Holder, the Purchase Payments will be deposited in the Aetna Variable Encore Fund Subaccount until the forms are completed. Purchase Payments Generally, two types of Purchase Payments may be made under the Contract, and depending upon which type of payment is made, different Accounts may be established for each payment type. Continuing, periodic payments will be placed in "Installment Purchase Payment Accounts." Lump-sum transfers of amounts accumulated under a pre- existing plan may be placed in "Single Purchase Payment Accounts" in accordance with the Company's procedures and minimums in effect at the time of purchase. The Code imposes a maximum limit on annual Purchase Payments which may be excluded from a Participant's gross income. (See "Tax Status.") Allocation of Purchase Payments. Purchase Payments will initially be allocated to the Subaccounts or Credited Interest Options as specified by the Participant on the Enrollment Materials. 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 during the Accumulation Period. (See "Investment Options--The Funds.") Transfer Credits The Company may provide a transfer credit on "transferred assets," subject to certain conditions and state approvals. Transferred assets are the value of contributions made on your behalf under this Plan or a prior plan before such amounts are applied to this Contract. The transfer credit will equal a percentage of the transferred assets applied to the Contract that remain in the Contract after a specified period of time. Once a transfer credit is applied to your Contract, all provisions of the Contract apply. This benefit is provided on a nondiscriminatory basis. If a transfer credit is due under the Contract, you will be provided with additional information specific to the Contract. Right to Cancel Participation under the Contract may be canceled without penalty by returning it (or other document evidencing your interest) to the Company with a written notice of your intent to cancel. In most states, you have ten days to exercise this right; some states allow you a longer free-look period. When we receive your request for cancellation, we will return your Account Value, unless the laws of the state in which the Contract was issued require that we return the initial Purchase Payment (if greater than the Account Value). In states that do not require a return of Purchase Payments, you bear the entire investment risk for amounts allocated among the Subaccounts during the free look period. Account Values will be determined as of the next Valuation Date following our receipt of 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 - -------------------------------------------------------------------------------- 5 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 Expense Charge. The Company reserves the right to make a deduction from each of the Subaccounts for an administrative expense charge. The administrative expense charge 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. The administrative expense charge during the Accumulation Period equals, on an annual basis, 0.25% for Contracts effective prior to October 31, 1996 where the number of Participants with assets in the Contract is less than 30 as of November 30, 1996 and the Contract Holder has chosen not to elect one of the Company's electronic standards for cash collection and application of participant contribution data. There is currently no administrative expense charge assessed during the Accumulation Period for any other Contracts. In addition, the administrative expense charge will not be imposed for participants who enrolled in a group contract prior to May 1, 1984, for any participants in individual Contracts issued prior to May 1, 1984, or for Contracts issued to public school systems. During the Annuity Period, the administrative expense charge is 0.25% for all Participants who enrolled in a group Contract or became covered under an individual Contract on or after May 1, 1984. 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 each Installment Purchase Payment Account on its anniversary date. The maintenance fee is to reimburse the Company for some of its administrative expenses relating to the establishment and maintenance of the Accounts. The maximum maintenance fee that can be deducted under the Contract is $20. However, under group Contracts the maintenance fee may be reduced or eliminated depending upon certain criteria described below. The maintenance fee will be deducted on a pro rata basis from each Subaccount in which you have an interest. If the Account Value is withdrawn, the full maintenance fee will be deducted at the time of withdrawal. Reduction or Elimination of the Maintenance Fee. Under group Contracts, the annual maintenance fee may be reduced or eliminated under various conditions as agreed to by us and by the Contract Holder in writing. Any reduction or elimination of the annual maintenance fee will reflect differences in administrative costs and services after taking into consideration factors such as the following: (bullet) the size, characteristics, and nature of the group to which a Contract is issued; (bullet) the level of our anticipated expenses in administering the Contract, such as billing for Purchase Payments, producing periodic reports, providing for the direct payment of Contract charges rather than having them deducted from Account Values, and any other factors pertaining to the level and expense of administrative services which will be provided under the Contract. Any reduction or elimination of maintenance fees will not be unfairly discriminatory against any person. We will make any reduction in annual maintenance fees according to our own rules in effect at the time an application for a Contract is approved. We reserve the right to change these rules from time to time. 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 amounts withdrawn from the Subaccounts, the Fixed Account and the Guaranteed Accumulation Account. No deferred sales charge is deducted from amounts withdrawn from the Fixed Plus Account. For Installment Purchase Payment Accounts, the deferred sales charge is based on the number of completed Purchase Payment Periods. For Single Purchase Payment Accounts (and for all Accounts under Contracts issued to the State of Montana and the Board of Trustees-- University of Illinois), it is based on the number of Account Years that have elapsed since the Purchase Payments were made. The amount of the deferred sales charge is determined in accordance with the schedule set forth in the following tables: - -------------------------------------------------------------------------------- 6 Installment Purchase Payment Accounts: Purchase Payment Deferred Sales Periods Completed Charge Deduction - -------------------------------- --------------------- Less than 5 5% 5 or more but less than 7 4% 7 or more but less than 9 3% 9 or more but less than 10 2% More than 10 0% Single Purchase Payment Accounts: Account Years Deferred Sales Completed Charge Deduction - ------------------------------- --------------------- Less than 5 5% 5 or more but less than 6 4% 6 or more but less than 7 3% 7 or more but less than 8 2% 8 or more but less than 9 1% 9 or more 0% Generally, if you transfer the total account value under another similar annuity contract issued by the Company to an Account under this Contract, the effective date of the new Account will be the same effective date as your former contract for the purpose of calculating the applicable deferred sales charge under this Contract. A deferred sales charge will not be deducted from any portion of the Account Value if the withdrawal is: (bullet) applied to provide Annuity benefits; (bullet) taken on or after the tenth anniversary of the effective date of the Account; (bullet) paid due to your death before Annuity payments begin; (bullet) made due to the election of an Additional Withdrawal Option (see "Additional Withdrawal Options"); (bullet) paid where the Account Value is $3,500 or less and no amount has been withdrawn, taken as a loan, or used to purchase Annuity benefits during the prior 12 months; (bullet) subject to state regulatory approval, paid as a premium for a Single Premium Immediate Annuity issued by the Company or one of its affiliates, provided that the "Right to Cancel" under such other annuity contract is not exercised by the Participant. An exercise of the "Right to Cancel" under such other annuity contract shall be treated as a request for Reinstatement under this Contract of the amount refunded, and, at the option of the Participant, may then be withdrawn subject to any Deferred Sales Charge applicable to this Contract at the time the Account Value was first applied toward such other annuity contract; or (bullet) taken from an installment Purchase Payment Account by a Participant who is at least age 59-1/2 and who has completed nine Purchase Payment Periods. The deduction for the deferred sales charge will not exceed 8.5% of the total Purchase Payments actually made to the Account. 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. For Participants between the ages of 59-1/2 and 70-1/2, up to 10% of the current Account Value may be withdrawn during each calendar year without imposition of a Deferred Sales Charge. The free withdrawal applies only to the first partial withdrawal in each calendar year. The 10% amount will be based on the Account Value calculated on the Valuation Date next following our receipt of your request for withdrawal. Any outstanding contract loans are excluded from the Account Value when calculating the 10% free withdrawal amount. This provision does not apply to a full withdrawal of the Account, or to partial withdrawals due to a default on a contract loan (see "Contract Loans"). This provision may not be exercised if SWO is elected. (See "Additional Withdrawal Options.") Reduction or Elimination of the Deferred Sales Charge. For a particular plan, we may reduce, waive or eliminate the deferred sales charge. Any reduction, waiver or elimination of such charges will reflect differences or expected differences in the amounts of unrecovered distribution costs or services of the types that the charge is intended to defray. When considering whether to reduce or eliminate such charges or to grant such a waiver, we will take into account factors which may include the following: (bullet) the number of participants under the Plan; (bullet) the expected level of assets or cash flow under the Plan; (bullet) the level of agent involvement in sales activities; (bullet) the level of our sales-related expenses; (bullet) the specific distribution provisions under the Plan; (bullet) the Plan's purchase of one or more other variable annuity contracts from us and the features of those contracts; - -------------------------------------------------------------------------------- 7 (bullet) the level of employer involvement in determining eligibility for distributions under the Contract; and (bullet) our assessment of financial risk to the Company relating to surrenders. Any reduction, waiver or elimination of deferred sales charges will not be unfairly discriminatory against any person. We may also negotiate provisions regarding the deferred sales charge with respect to Contracts issued to certain employer groups or associations which have negotiated on behalf of its employees. All variations in, or elimination of, provisions regarding the deferred sales charge resulting from such negotiations will be offered uniformly to all employees within the group. For specific information on fees applicable to your Account, please call the number listed under the "Inquiries" section. We will make any reduction in deferred sales charge according to our own rules in effect at the time an application for a Contract is approved. We reserve the right to change these rules from time to time. Deferred Sales Charge Schedule for GAA for Certain New York Contracts The following deferred sales charge schedule applies for withdrawals from the Guaranteed Accumulation Account for group Installment and Single Purchase Payment master Contracts that offer such option which are issued after July 29, 1993 in the State of New York. This schedule is based on the number of completed Account Years for Single and Installment Purchase Payment Contracts as follows: Completed Deferred Sales Account Years Charge Deduction - ------------------------------- --------------------- 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% 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 impose a premium tax on Annuities. These taxes currently range from 0% to 4%. The Company reserves the right to deduct premium tax against Purchase Payments or Account Values at any time, but no earlier than when we have a tax liability under state law. The Company's current practice is to deduct for premium taxes at the time of complete withdrawal or annuitization. In addition to the premium tax, the Company reserves the right to assess a charge for any state or federal taxes due against the Contract or the Separate Account assets. (See "Tax Status.") CONTRACT VALUATION ================================================================================ Account Value Until the Annuity Date, the Account Value is the total dollar value of amounts held in your 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 any of the Credited Interest Options. 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 (if any). Initial Purchase Payments will be credited to your Account at the AUV computed on the next Valuation Date following our acceptance of the Enrollment Materials, as described under "Purchase--Purchasing Interests in the Contract." Each subsequent Purchase Payment (or amount transferred) received by the Company by the close of - -------------------------------------------------------------------------------- 8 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 up to 0.25% as an administrative expense charge. 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 Contract from one Subaccount to another. Transfers between the Credited Interest Options and the Subaccounts are subject to certain restrictions. (See Appendices I, II and III.) 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 and your Plan, as applicable. The Company currently allows unlimited transfers of accumulated amounts to available investment options without charge. The minimum transfer amount may not be less than $500. However, the total number of investment options that you may select during the Accumulation Period is limited. (See "Investment Options--The Funds.") Any transfer will be based on the Accumulation Unit Value next determined after the Company receives a valid transfer request at its Home Office. Transfers are not available during the Annuity Period. 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, if available under your Plan. Dollar Cost Averaging is a system for investing a fixed amount of money at regular intervals over a period of time. 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. Please refer to the "Inquiries" section of the Prospectus Summary which describes how you can obtain further information. WITHDRAWALS ================================================================================ All or a portion of the Account Value may be withdrawn at any time during the Accumulation Period, subject to limitations on withdrawals from the Fixed Plus Account and to the withdrawal restrictions under Section 403(b) Contracts 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 SEC requirements, but normally not later than seven calendar days following our receipt of a disbursement form. Withdrawals may be requested as in one of the following forms: (bullet) Full Withdrawal of an Account: The amount paid upon a full withdrawal will be the Account Value allocated to the Subaccounts, the Guaranteed Accumulation Account (plus or minus a market value adjustment) (see Appendix I), and the Fixed Account, minus any applicable deferred sales charge and maintenance fee due, plus the amount - -------------------------------------------------------------------------------- 9 available for withdrawal from the Fixed Plus Account (see Appendix III). (bullet) Partial Withdrawals (Percentage): The amount paid will be the percentage of the Account Value requested minus any applicable deferred sales charge; however, the amounts available for withdrawal from the Fixed Plus Account is limited (see Appendix III). (bullet) Partial Withdrawal (Specified Dollar Amount): The amount paid will be the dollar amount requested. However, the amount withdrawn from the Account will equal the amount requested plus any applicable deferred sales charge. The amount available for withdrawal from the Fixed Plus Account is limited (see Appendix III). For any partial withdrawal, amounts will be withdrawn proportionately from each Subaccount or Credited Interest Option in which the Account is invested, unless you request otherwise in writing. All amounts paid will be based on Account Values 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. A 20% federal income tax may be withheld from amounts paid directly to you. (See "Tax Status--Contracts Used with Certain Retirement Plans.") Withdrawal Restrictions from 403(b) Plans. Under Section 403(b) Contracts, a 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.") Restrictions on Withdrawals Under the Texas Optional Retirement Program. A Participant in the Texas Optional Retirement Program may not elect to receive any form of distribution from the Contract before retirement, except upon becoming totally disabled or terminating employment with the Texas public institutions of higher learning. These restrictions limit the conditions under which a Participant may exercise the right to a full or partial withdrawal of Account Values, and the right to advance the date on which Annuity payments are to begin. The Company may require verification of eligibility from the employer prior to any distributions from the Contract. These restrictions are imposed by reason of an opinion of the Texas Attorney General interpreting applicable Texas law. Restrictions on Withdrawals Under the Ball State University Plan. In connection with the Ball State University Alternate Pension Plan only, the Participant may not withdraw Account Values attributable to employer contributions and applicable earnings under the Alternate Pension Plan ("Employer Account Value") unless the Participant's employement is terminated with Ball State University due to the Participant's death, retirement or separation from service. The Company reserves the right to require satisfactory documentation that the Participant is no longer providing service to Ball State University before a withdrawal request payable directly to a Participant will be considered in good order. The Contract Holder may withdraw the Employer Account Value without regard to this restriction, and Participants may transfer Employer Account Values pursuant to an Internal Revenue Service Revenue Ruling 90-24 transfer ("90-24 Transfer") without regard to this restriction. No deferred sales charge will apply to the first 20% of such Employer Account Value transferred pursuant to a 90-24 Transfer in a calendar year. This waiver does not apply to a transfer of the full Employer Account Value pursuant to a 90-24 Transfer. Reinvestment Privilege You may elect to reinvest all or a portion of the proceeds received from a full withdrawal of your Account within 30 days after such withdrawal has been made. Accumulation Units will be credited to the Account for the amount reinvested, as well as any applicable maintenance fee and any appropriate portion of any deferred sales charge imposed at the time of withdrawal. Any maintenance fee which falls due after the withdrawal and before the reinvestment will be deducted from the amounts reinvested. Reinvested amounts will be reallocated to the applicable investment options in the same proportion as they were allocated at the time of withdrawal. Accumulation Units will be credited to your Account based on the Accumulation Unit Value next computed following our receipt of your request along with the amount to be reinvested. See Appendix I for a discussion of amounts withdrawn from GAA and then reinvested. The reinvestment privilege may be used only once. If you are contemplating reinvestment, you should seek competent advice regarding the tax consequences associated with such a transaction. - -------------------------------------------------------------------------------- 10 CONTRACT LOANS ================================================================================ During the Accumulation Period, Participants in 403(b) Plans may request a loan from their Account Value, if allowed by their Plan. Loans can only be taken from those Account Values held in the Subaccounts or from those Credited Interest Options that allow loans. (See Appendices I, II and III.) A loan may be obtained by reviewing and reading the terms of the loan agreement, properly completing a loan request form and submitting it to the Company's Home Office. Loans are not available from Contracts issued to 401(a) Plans, unless provided for under your Contract. 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 payment method you select. It is designed for those who want a periodic income while retaining investment flexibility for amounts accumulated under a Contract. (This option may not be elected if you have an outstanding contract loan.) (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. Under ECO, the Company calculates the minimum distribution amount required by law at the later of age 70-1/2 or retirement, or for 5% owners at age 70-1/2 and pays you that amount once a year. 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 election 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, 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 at any time, and/or to change the terms of future elections. DEATH BENEFIT DURING ACCUMULATION PERIOD ================================================================================ The Contract provides that a death benefit is payable to the Beneficiary(ies) upon the death of the Participant before the Annuity Date. The amount of the death benefit will be equal to the Account Value. Death benefit proceeds may be paid to the Beneficiary: (bullet) in a lump sum; (bullet) in accordance with any of the Annuity Options available under the Contract; or (bullet) under any Additional Withdrawal Options available under the Contract (if the Beneficiary is your spouse). The Beneficiary may instead elect one of the following two options; however, the Code limits how long the death benefit proceeds may be left in these options (see below): (bullet) to leave the Account Value invested in the Contract; or (bullet) to leave the Account Value on deposit in the Company's general account, and to receive monthly, quarterly, semi- annual or annual interest payments at the interest rate - -------------------------------------------------------------------------------- 11 then being credited on such deposits. The balance on deposit can be withdrawn at any time or applied to an Annuity Option. When paying the Beneficiary, we will determine the Account Value on the Valuation Date following the date on which we receive proof of death acceptable to the Company. Interest, if any, will be paid from the date of death at a rate no less than required by law. We will mail payment to the Beneficiary within seven days after we receive proof of death. The Code requires that distribution of death proceeds begin within a certain period of time. Generally, either payments must begin by December 31 of the year following the year of your death, or the entire value of your benefits must be distributed by December 31 of the fifth year following the year of your death. If your Beneficiary is your spouse, he or she is not required to begin distributions until the year you would have attained age 70-1/2. In no event may payments extend beyond the life expectancy of the Beneficiary or any period certain greater than the Beneficiary's life expectancy. If no elections are made, no distributions will be made. Failure to commence distributions within the above time periods can result in tax penalties. Regardless of the method of payment, death benefit proceeds will generally be taxed to the Beneficiary in the same manner as if you had received those payments. (See "Tax Status.") ANNUITY PERIOD ================================================================================ Annuity Period Elections The Code generally requires that 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, if later. 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.") 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 to start receiving annuity payments; (bullet) the Annuity Option under which you want your 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). As of the date of this Prospectus, Aetna Variable Fund, Aetna Income Shares and Aetna Investment Advisers Fund, Inc. are the only Subaccounts available. 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. If your Plan is subject to ERISA, you must also submit the appropriate joint and survivor annuity waiver and spousal consent form(s) to us. Once Annuity Payments begin, the Annuity Option may not be changed, nor may transfers be made among the investment option(s) selected. Annuity Options You 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, 10, 15 or 20 years, or such other periods as the Company may offer at the time of annuitization. (bullet) Option 3--Life Income based Upon Lives of Two Payees--An annuity will be paid during the lives of the Annuitant and a second Annuitant, with 100%, 66-2/3% or 50% of the payment to continue after the first death, or 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 4--Life Income based Upon the Lives of Two Payees--An annuity with payments for a minimum of 120 months, with 100% of the payment to continue after the first death. If Option 1 or 3 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 3, should die prior to the due date of the second Annuity Payment. Once lifetime Annuity payments begin, the Annuitant cannot elect to receive a lump-sum settlement. - -------------------------------------------------------------------------------- 12 Nonlifetime Annuity Options: (bullet) Option 1--Payments for a Specified Period--payments will continue for a specified period of time, as provided for under your Contract. Under the nonlifetime option, the type of annuity available (fixed or variable) is determined by the investment options used prior to annuitization. For amounts held in the Fixed Plus Account, the annuity must be paid on a fixed basis. For amounts held in the Subaccounts, the Guaranteed Accumulation Account or the Fixed Account, an annuity may be selected on a fixed or variable basis. (Under Contracts issued to the State of Montana and the Board of Trustees--University of Illinois, for amounts held in any investment option, the nonlifetime option is available only on a fixed basis.) If this option is elected on a variable basis, the Annuitant may request at any time during the payment period that the present value of all or any portion of the remaining variable payments be paid in one sum. However, any lump-sum elected before a minimum number of years of payments (as provided in your Contract) have been completed will be treated as a withdrawal during the Accumulation Period and any applicable deferred sales charge will be assessed. (See "Charges and Deductions--Deferred Sales Charge.") The nonlifetime option is not available on a variable basis under a Contract which provides for immediate Annuity benefits. We may also offer additional Annuity Options under your Contract from time to time. Annuity Payments Date Payouts Start. When payments start, the age of the Annuitant plus the number of years for which payments are guaranteed must not exceed 95. 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 the size of your Account Value, how you allocate it between fixed and variable payouts, and the Annuity Option chosen. No election may be made that would result in a first Annuity payment of less than $20 or total yearly payments of less than $100. If your 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. 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 also deduct a daily administrative charge of 0.25% on annual basis from amounts held under the variable options for Participants who enrolled in a group Contract or became covered under an individual Contract on or after May 1, 1984. (See "Charges and Deductions.") Death Benefit Payable During the Annuity Period If an Annuitant dies after Annuity Payments have begun, any death benefit payable will depend on the terms of the Contract and the Annuity Option selected. If Option 1 or Option 3 was elected, Annuity Payments will cease on the death of the Annuitant under Option 1 or the death of the surviving Annuitant under Option 3. If Lifetime Option 2 or Option 4 was elected and the death of the Annuitant under Option 2, or the surviving Annuitant under Option 4, occurs prior to the end of the guaranteed minimum payment period, we will pay to the beneficiary in a lump sum, unless otherwise requested, the present value of the guaranteed Annuity Payments remaining. If the nonlifetime option was elected, and the Annuitant dies before all payments are made, the value of any remaining payments may be paid in a lump-sum to the beneficiary (unless otherwise requested), and no deferred sales charge will be imposed. If 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 - -------------------------------------------------------------------------------- 13 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 proof of death acceptable to us, 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 4, such value will be reduced by any payments made after the date of 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). The Company makes no guarantee regarding the tax treatment of any contract or transaction involving a Contract. 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, Participant 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. Contracts Used with Certain Retirement Plans In General. The Contract is designed for use with Section 403(b) plans and Section 401(a) plans. The tax rules applicable to retirement plans vary according to the type of plan and the terms and conditions of the plan. The Company makes no attempt to provide more than general information about use of the Contracts with the various types of retirement plans. Participants as well as beneficiaries are cautioned that the rights of any person to any benefits under the Contracts may be subject to the terms and conditions of the plans themselves, in addition to the terms and conditions of the Contracts issued in connection with such plans. Some retirement plans are subject to limitations on distribution and other requirements that are not incorporated in 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. Minimum Distribution Requirements. The Code has required distribution rules for Section 403(b) and 401(a) Plans. Under 403(b) Plans, distributions of amounts held as of December 31, 1986 must generally begin by the end of the calendar year in which you attain age 75 or retire, if later. However, special rules require that some or all of that balance be distributed earlier if any distributions are taken in excess of the minimum required amount. For all Participants, other than 5% owners, distributions under 401(a) Plans, and distributions attributable to contributions under Section 403(b) Plans on or after January 1, 1987 (including any earnings on the entire Account Value after that date), must generally begin by April 1 of the calendar year following the calendar year in which you attain age 70-1/2. For 5% owners, such distributions must begin by April 1st of the calendar year following the calendar year in which you attain age 70-1/2. - -------------------------------------------------------------------------------- 14 In general, annuity payments must be distributed over your life or the joint lives of you and your beneficiary, or over a period not greater than your life expectancy or the joint life expectancies of you and your beneficiary. If you die after the required minimum distribution has commenced, distributions to your beneficiary must be made at least as rapidly as under the method of distribution in effect at the time of your death. However, if the minimum required distribution is calculated each year based on your single life expectancy or the joint life expectancies of you and your beneficiary, the regulations for Code Section 401(a)(9) provide specific rules for calculating the minimum required distributions at your death. For example, if you have elected ECO with the calculation based on your single life expectancy, and the life expectancy is recalculated each year, your recalculated life expectancy becomes zero in the calendar year following your death and the entire remaining interest must be distributed to your beneficiary by December 31 of the year following your death. However, a spousal beneficiary has certain rollover rights which can only be exercised in the year of your death. The rules are complex and you should consult your tax adviser before electing the method of calculation to satisfy the minimum distribution requirements. If you die before the required minimum distribution has commenced, your entire interest must be distributed by December 31 of the calendar year containing the fifth anniversary of the date of your 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 provided the distribution begins by December 31 of the calendar year following the calendar year of your death, or December 31 of the calendar year in which you would have attained age 70-1/2. If you fail to receive the minimum required distribution for any tax year, a 50% excise tax is imposed on the required amount that was not distributed. Taxation of Distributions. All distributions will be taxed as they are received unless you made a rollover contribution of the distribution to another plan of the same type or to an individual retirement annuity/account ("IRA") in accordance with the Code, or unless you have 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 your beneficiaries after your death are taxed in the same manner as if you had received those payments, except that a limited death benefit exclusion may apply to payments made for deaths occurring on or before August 20, 1996. 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 annuities are subject to mandatory federal income tax withholding. We will report to the IRS the taxable portion of all distributions. The Code imposes a 10% penalty tax on the taxable portion of any distribution unless made when (a) you have attained age 59-1/2, (b) you have become disabled, (c) you have died, (d) you have separated from service with the plan sponsor at or after age 55, (e) the distribution amount is rolled over into another plan of the same type in accordance with the terms of the Code, or (f) the distribution amount is made in substantially equal periodic payments (at least annually) over your life or life expectancy or the joint lives or joint life expectancies of you and your plan beneficiary, provided you have separated from service with the plan sponsor. In addition, the penalty tax does not apply for the amount of a distribution equal to unreimbursed medical expenses incurred by you that qualify for deduction as specified in the Code. The Code may impose other penalty taxes in other circumstances. Section 403(b) Plans. Under Section 403(b), contributions made by public school systems and 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 you and your employer cannot exceed either of two limits set by the Code. The first limit, under Section 415, is generally the lesser of 25% of your 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 your length of employment and any pretax contributions to certain other retirement plans. These two limits apply to your contributions as well as to any contributions made by your employer on your behalf. There is an additional limit that specifically limits your salary reduction contributions to generally no more than - -------------------------------------------------------------------------------- 15 $9,500 annually (subject to indexing); your 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 non-discrimination 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 employee, attainment of age 59-1/2, separation from service, disability, or financial hardship. In addition, income attributable to salary reduction contributions may not be distributed in the case of hardship. If, pursuant to Revenue Ruling 90-24, the Company agrees to accept, under any of the Contracts covered by this Prospectus, amounts transferred from a Code Section 403(b)(7) custodial account, such amounts will be subject to the withdrawal restrictions set forth in Code Section 403(b)(7)(A)(ii). Generally, no amounts accumulated under the Contract will be taxable prior to the time of actual distribution. However, the IRS has stated in published rulings that a variable contract owner, including participants under Section 403(b) Plans, will be considered the owner of separate account assets if the owner possesses incidents of investment control over the assets. In these circumstances, income and gains from the separate account assets would be currently includible in the variable contract owner's gross income. The Treasury announced that guidance would be issued in the future regarding the extent to which owners could direct their investments among Subaccounts without being treated as owners of the underlying assets of the Separate Account. It is possible that the Treasury's position, when announced, may adversely affect the tax treatment of existing contracts. The Company therefore reserves the right to modify the Contract as necessary to attempt to prevent the owner from being considered the federal tax owner of the assets of the Separate Account. 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 Contracts 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 any 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 your compensation or $30,000. In addition, Purchase Payments will be excluded from a Participant's gross income only if the 401(a) Plan meets certain nondiscrimination requirements. MISCELLANEOUS ================================================================================ Distribution The Company will serve as the Principal Underwriter for the securities sold by this Prospectus. The Company is registered as a broker-dealer with the Securities and Exchange Commission and is a member of the National Association of Securities Dealers, Inc. (NASD). As Underwriter, the Company will contract with one or more registered broker-dealers ("Distributors"), including at least one affiliate of the Company, to offer and sell the Contracts. All persons offering and selling the Contracts must be registered representatives of the Distributors and must also be licensed as insurance agents to sell variable annuity contracts. These registered representatives may also provide services to Participants in connection with establishing their Accounts under the Contract. Payment of Commissions. Persons offering and selling the Contracts may receive commissions in connection with the sale of the Contracts. The maximum percentage amount that the Company will ever pay as commission with respect to any given Purchase Payment is with respect to those made during the first year of Purchase Payments under an Account. The percentage amount will range from 1% to 7% of those Purchase Payments. The Company may also pay renewal commissions on Purchase Payments made after the first year and, under group Contracts, asset-based service fees. The average of all payments made by the Company is estimated to equal approximately 3% of the total Purchase Payments made over the life of an average Contract. In addition, some sales personnel may receive various types of non-cash compensation as special sales incentives, including trips and educational and/or business seminars. Supervisory and other management personnel of the Company may receive compensation that will vary - -------------------------------------------------------------------------------- 16 based on the relative profitability to the Company of the funding options you select. Funding options that invest in Funds advised by the Company or its affiliates are generally more profitable to the Company. The Company may also reimburse the Distributor for certain expenses. The name of the Distributor and the registered representative responsible for your Account are set forth in your Enrollment Materials. Commissions and sales related expenses are paid by the Company and are not deducted from Purchase Payments. See "Charges and Deductions--Deferred Sales Charge." Third Party Compensation Arrangements. Occasionally, we may pay commissions and fees to Distributors which are affiliated or associated with the Contract Holder or the Participants. We may also enter into agreements with some entities associated with the Contract Holder or Participants in which we would agree to pay the entity for certain services in connection with administering the Contracts. In both these circumstances there may be an understanding that the Distributor or entity would endorse the Company as a provider of the Contract. You will be notified if you are purchasing a Contract that is subject to these arrangements. 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, administrative expense charge (if any) 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 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 or 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 In accordance with the Company's view of present applicable law, it will vote the shares of each of the Funds held by the Separate Account at regular and special meetings of Fund shareholders in accordance with instructions received from persons having a voting interest in the Separate Account. Under group Contracts, Participants and Annuitants have a fully vested (100%) interest in the benefits provided under the Contract and may instruct the Contract Holder how to direct the Company to cast the votes for the portion of the Account Value or valuation reserve attributable to their Accounts. Currently, for group Contracts used with Section 403(b) plans, the Company obtains Participant voting instructions directly from the Participants, subject to receipt of authorization from the Contract Holder to accept such instructions. The Company will vote shares for which it has not received instructions in the same proportion as it votes shares for which it has received instructions. Each person having a voting interest in the Separate Account will receive periodic reports relating to the Fund(s) in which he or she has an interest, as well as any proxy materials and a form on which to give voting instructions. Voting instructions will be solicited by written communication at least 14 days before such meeting. The number of votes to which each person may give direction will be determined as of the record date set by the Fund. The number of votes each Contract Holder or Participant, as applicable, may cast during the Accumulation Period is equal to the portion of the Account Value to 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 applicable to the portion of - -------------------------------------------------------------------------------- 17 the Contract attributable to 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. Changes in Beneficiary Designations The designated Beneficiary may be changed at any time prior to the Annuity Date, subject to limitations contained in the Code and other applicable laws. Such change will not become effective until written notice of the change is received by the Company. 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, make other changes to group Contracts that would apply only to individuals who become Participants under that Contract after the effective date of such changes. If the Contract Holder does not agree to a change, no new Participants will be covered under the Contract. Certain changes will require the approval of appropriate state or federal regulatory authorities. 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 C 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 - -------------------------------------------------------------------------------- 18 Oregon Education Association Choice Personal Benefit Trust ("OEA Trust") and the Company's Agreement Under an agreement between the Company and the Oregon Education Association ("OEA") Choice Personal Benefit Trust ("OEA Trust"), the OEA Trust endorsed exclusively the Company's variable annuity for sale to its members as a variable tax deferred annuity and agreed to provide administrative assistance to the Company to facilitate OEA members' access to the variable annuity. The Company and OEA recently entered into an agreement that continues OEA Trust's exclusive endorsement of the Company's variable annuity and its agreement to provide administrative assistance to the Company. OEA Trust assists the Company by providing administrative services to the Company, such as office space and secretarial/clerical support. In addition, through an OEA Trust employee who is a registered representative of an affiliate of the Company, OEA Trust assists the Company by advertising the Company in OEA's newsletter, facilitating and coordinating meetings and workshops at which registered representatives of the Company's affiliate present the annuity to OEA members, and acting as a liaison between the Company and OEA members. The Company compensates OEA Trust to help it defray the costs incurred in providing the administrative and other support. The Company also reimburses OEA Trust for out-of-pocket travel and meeting expenses of an OEA Trust employee who is also a registered representative of an affiliate of the Company. During 1996, the Company expects to compensate OEA Trust approximately $165,000 for providing the services described above. In addition, during 1996 the Company will make a one-time payment of $50,000 to an OEA Trust affiliate for the development of a retirement education program to be designed exclusively for OEA members. During 1997, the Company expects to compensate OEA Trust approximately $180,000.00 as reimbursement for the costs and services described above. The OEA Trust receives no commissions or other transaction-based compensation from the sale of the Company's endorsed variable annuity. - -------------------------------------------------------------------------------- 19 APPENDIX I GUARANTEED ACCUMULATION ACCOUNT ================================================================================ The Guaranteed Accumulation Account ("GAA") is a Credited Interest Option available during the Accumulation Period under the Contracts discussed in this Prospectus. Amounts allocated to Long-Term Classifications of GAA are held in a noninsulated, nonunitized separate account. Amounts allocated to Short-Term Classifications of GAA are held in the Company's general account. This Appendix is a summary of GAA and is not intended to replace the GAA prospectus. You should read the accompanying GAA prospectus carefully before investing. GAA is a Credited Interest Option in which we guarantee stipulated rates of interest for stated periods of time on amounts directed to GAA, as specified in the Contract. 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. This option guarantees the minimum interest rate specified in the Contract. During a specified period of time, amounts may be applied to any or all available Guaranteed Terms within the Short- Term and Long-Term classifications. Short-Term GAA has Guaranteed Terms from one to three years, and Long-Term GAA has Guaranteed Terms from three to ten years. Purchase Payments must remain in GAA for the full Guaranteed Term to receive the quoted interest rates. Withdrawals or transfers from a Guaranteed Term before the end of that Guaranteed Term may be subject to a market value adjustment ("MVA"). An MVA reflects the change in the value of the investments 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 Participant receiving an amount which is less than the amount paid into GAA. As a Guaranteed Term matures, assets accumulating under GAA 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 and/or federal tax penalties or mandatory income tax withholding. 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 GAA transferred to one or more of the Subaccounts available during the Annuity Period. GAA cannot be used as an investment option during the Annuity Period. 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. Transfers are permitted from Guaranteed Terms of one classification to available Guaranteed Terms of another classification. We will apply an MVA to transfers made before the end of a Guaranteed Term, unless such transfer is due to the maturity of the Guaranteed Term. Contract Loans Loans may not be made against amounts held in GAA, although such value is included in determining the Account Value against which a loan may be made. Reinvestment Privilege If amounts are withdrawn from GAA and reinvested, they will be applied to the current deposit period. Amounts are proportionately reinvested to the classifications in the same manner as they were allocated before the withdrawal. Any negative MVA amount applied to a withdrawal is not included in the reinvestment. - -------------------------------------------------------------------------------- 20 APPENDIX II FIXED ACCOUNT ================================================================================ The following summarizes material information concerning the Fixed Account. Amounts allocated to the Fixed Account are held in the Company's general account that supports general insurance and annuity obligations. Interests in the Fixed Account have not been registered with the SEC in reliance on exemptions under the Securities Act of 1933, as amended. Disclosure in the Prospectus regarding the Fixed Account, may, however, be subject to certain generally applicable provisions of the federal securities laws relating to the accuracy and completeness of such statements. Disclosure in this Appendix regarding the Fixed Account has not been reviewed by the SEC. The Fixed Account guarantees the minimum interest rate specified in the Contract. The Company may credit a higher interest rate from time to time. The current rate is subject to change at any time, but will never fall below the guaranteed minimum. The Company's determination of interest rates reflects the investment income earned on invested assets and the amortization of any capital gains and/or losses realized on the sale of invested assets. Under the Fixed Account, the Company assumes the risk of investment gain or loss by guaranteeing Account Values and promising a minimum interest rate and Annuity Payment. The Fixed Account is available under Installment Purchase Payment contracts only. Amounts applied to the Fixed Account will earn the interest rate in effect when actually applied to the Fixed Account. The Fixed Account will reflect a compound interest rate credited by us. The interest rate quoted is an annual effective yield. We make no deductions from the credited interest rate for mortality and expense risks; these risks are considered in determining the credited interest rate. Under certain emergency conditions, we may defer payment of a Fixed Account withdrawal value (a) for a period of up to six months, or (b) as provided by federal law. If a withdrawal is made from the Fixed Account, a deferred sales charge may apply. (See "Charges and Deductions-- Deferred Sales Charge.") Transfers Among Investment Options Transfers from the Fixed Account to any other available investment options(s) are allowed in each calendar year during the Accumulation Period. The amount which may be transferred may vary at our discretion; however, it will never be less than 10% of the amount held under the Fixed Account. Transfers to the Fixed Plus Account (if available under the Contract) will be permitted without regard to this limitation. By notifying us at our Home Office at least 30 days before Annuity payments begin, you may elect to have amounts which have been accumulating under the Fixed Account transferred to one or more of the Subaccounts available during the Annuity Period to provide variable Annuity Payments. Contract Loans Loans may be made from Account Values held in the Fixed Account. - -------------------------------------------------------------------------------- 21 APPENDIX III FIXED PLUS ACCOUNT ================================================================================ The following summarizes material information concerning the Fixed Plus Account. Amounts allocated to the Fixed Plus Account are held in the Company's general account that supports general insurance and annuity obligations. Interests in the Fixed Plus Account have not been registered with the SEC in reliance on exemptions under the Securities Act of 1933, as amended. Disclosure in the Prospectus regarding the Fixed Plus Account, may, however, be subject to certain generally applicable provisions of the federal securities laws relating to the accuracy and completeness of such statements. Disclosure in this Appendix regarding the Fixed Plus Account has not been reviewed by the SEC. The Fixed Plus Account guarantees the minimum Fixed Plus interest rate specified in the Contract. The Company may credit a higher interest rate from time to time. The current rate is subject to change at any time, but will never fall below the guaranteed minimum. The Company's determination of interest rates reflects the investment income earned on invested assets and the amortization of any capital gains and/or losses realized on the sale of invested assets. Under the Fixed Plus Account, the Company assumes the risk of investment gain or loss by guaranteeing Account Values and promising a minimum interest rate and Annuity Payment. The Fixed Plus Account will reflect a compound interest rate credited by us. The interest rate quoted is an annual effective yield. Amounts applied to the Fixed Plus Account will earn the Fixed Plus interest rate in effect when actually applied to the Fixed Plus Account. We make no deductions from the credited interest rate for mortality and expense risks; these risks are considered in determining the credited rate. Beginning on the tenth Account Year, we will credit amounts held in the Fixed Plus Account with an interest rate that is at least 0.25% higher than the then-declared interest rate for the Fixed Plus Accounts for Accounts that have not reached their tenth anniversary. Fixed Plus Account Withdrawals The amount eligible for partial withdrawal is 20% of the amount held in the Fixed Plus Account on the day the Company receives a written request at its Home Office. This 20% amount will be reduced by any Fixed Plus Account withdrawals, transfers, loan or annuitizations made in the prior 12 months. In calculating the 20% limit, we reserve the right to include payments made due to the election of an Additional Withdrawal Option. The 20% limit is waived if the partial withdrawal is due to annuitization or death. The waiver upon death will only be exercised once and must occur within six months after the Participant's date of death. Any such surrender or annuitization must also be made pro rata from all Subaccounts and Credited Interest Options available under the Contract. If a full withdrawal is requested, we will pay any amounts held in the Fixed Plus Account, with interest, in five annual payments that will be equal to: 1. One-fifth of the Fixed Plus Account Value on the day the request is received, reduced by any Fixed Plus Account withdrawals, transfers, loans or annuitizations made during the prior 12 months; 2. One-fourth of the remaining Fixed Plus Account Value 12 months later; 3. One-third of the remaining Fixed Plus Account Value 12 months later; 4. One-half of the remaining Fixed Plus Account Value 12 months later; and 5. The balance of the Fixed Plus Account Value 12 months later. Once we receive a request for a full withdrawal, no further withdrawals, loans or transfers will be permitted from the Fixed Plus Account. A full withdrawal from the Fixed Plus Account may be cancelled at any time before the end of the five-payment period. We will waive the Fixed Plus Account full withdrawal provision if a full withdrawal is made due to (a) the Participant's death before the Annuity Date; (b) the election of an Annuity option; or (c) if the Fixed Plus Account - -------------------------------------------------------------------------------- 22 value is $3,500 or less and no withdrawals, transfers, loan or annuitizations have been made from the Account within the prior 12 months. For a description of these rules as they relate to contracts issued to the State of Montana and the Board of Trustees-- University of Illinois, see "Fixed Plus Account withdrawals--State of Montana and University of Illinois" below. Fixed Plus Account Withdrawals--State of Montana and University of Illinois Under Contracts issued to the State of Montana and the Board of Trustees--University of Illinois, during a calendar year any withdrawal requested from an Account Fixed Plus Account Value may not exceed 20% of the Account's Fixed Plus Account current value as of the date the withdrawal request is received in good order at the Home Office. The withdrawal value will be reduced by any Fixed Plus Account withdrawals, transfers, loans or annuitizations made during the calendar year. If a full withdrawal is requested from an Account, we will pay any Fixed Plus Account withdrawal value from the Account with interest, in five annual payments of: One-fifth of the Fixed Plus Account withdrawal value minus any Fixed Plus Account withdrawals, transfers, loans or annuitizations made during the calendar year; One-fourth of the remaining Fixed Plus Account withdrawal value 12 months later; One-third of the remaining Fixed Plus Account withdrawal value 12 months later; One-half of the remaining Fixed Plus Account withdrawal value 12 months later; and The balance of the Fixed Plus Account withdrawal value as the fifth and final payment 12 months later. Once we receive a request for a full withdrawal from an Account, no further withdrawals, transfers or loans will be permitted from the Fixed Plus Account. If the withdrawal is due to death or annuitization, or if the Fixed Plus Account value is less than $3,500, the entire Fixed Plus Account value will be paid in one sum. Transfers Among Investment Options The amount eligible for transfer from the Fixed Plus Account is 20% of the amount held in the Fixed Plus Account on the day we receive a written request at our Home Office. This 20% amount will be reduced by any Fixed Plus Account withdrawals, transfers, loans or annuitizations made during the prior 12 months. In calculating the 20% limit, we reserve the right to include payments made due to the election of any of the Additional Withdrawal Options. The 20% limit on transfers will be waived when the value in the Fixed Plus Account is $1,000 or less. Under Contracts issued to the State of Montana and the Board of Trustees--University of Illinois, unlimited transfers from the Fixed Plus Account to any other available investment option(s) are allowed. For each calendar year, the amount of such transfers is limited to 20% of the amount held in the Fixed Plus Account minus amounts previously withdrawn or transferred during that year. By notifying us at our Home Office at least 30 days before the Annuity Date, you may elect to have amounts which have been accumulating under the Fixed Plus Account transferred to one or more of the Subaccounts available during the Annuity Period to provide lifetime variable Annuity Payments. SWO The Systematic Withdrawal Option may not be elected if you have requested a Fixed Plus Account transfer or withdrawal within the prior 12 month period. Contract Loans Loans may be made from Account Values held in the Fixed Plus Account. See the loan agreement for a description of the amount available and the consequences upon loan default if more than 20% of the Fixed Plus Account Value is used for a loan. - -------------------------------------------------------------------------------- 23 For Master Applications Only I hereby acknowledge receipt of an Account C Group Deferred Variable Annuity prospectus dated May 1, 1997 for Section 403(b) Tax- Deferred Annuity Plans, as well as all current prospectuses pertaining to the variable investment options available under the Contracts. Please send an Account C Statement of Additional Information (Form No. SAI. 75964-97) dated May 1, 1997. - -------------------------------------------------------------------------------- CONTRACT HOLDER'S SIGNATURE - -------------------------------------------------------------------------------- DATE PROS. 75964-97 - -------------------------------------------------------------------------------- VARIABLE ANNUITY ACCOUNT C OF AETNA LIFE INSURANCE AND ANNUITY COMPANY - -------------------------------------------------------------------------------- Statement of Additional Information dated May 1, 1997 Group and Individual Variable Annuity Contracts Available under Section 403(b) and 401(a) This Statement of Additional Information is not a prospectus and should be read in conjunction with the current prospectus for Variable Annuity Account C (the "Separate Account") dated May 1, 1997. A free prospectus is available upon request from the local Aetna Life Insurance and Annuity Company office or by writing to or calling: Aetna Life Insurance and Annuity Company Customer Service 151 Farmington Avenue Hartford, Connecticut 06156 1-800-525-4225 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............................................. 1 Variable Annuity Account C.................................................. 1 Offering and Purchase of Contracts.......................................... 2 Performance Data............................................................ 2 General............................................................... 2 Average Annual Total Return Quotations................................ 3 Annuity Payments............................................................ 6 Sales Material and Advertising.............................................. 7 Independent Auditors........................................................ 7 Financial Statements of the Separate Account................................ S-1 Financial Statements of Aetna Life Insurance and Annuity Company............ F-1 GENERAL INFORMATION AND HISTORY Aetna Life Insurance and Annuity Company (the Company) is a stock life insurance company which was organized under the insurance laws of the State of Connecticut in 1976. Through a merger, it succeeded to the business of Aetna Variable Annuity Life Insurance Company (formerly Participating Annuity Life Insurance Company organized in 1954). As of December 31, 1996, the Company had assets of $___ billion (subject to $____ billion of customer and other liabilities, $___ billion of shareholder equity) which includes $___billion in assets held in the Company's separate accounts. The Company had $____ billion in assets under management, including $__ billion in its mutual funds. As of ______________, it ranked among the top ___% of all U.S. life insurance companies by size. The Company 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 is engaged in the business of issuing life insurance policies and annuity contracts in all states of the United States. The Company's Home Office is located at 151 Farmington Avenue, Hartford, Connecticut 06156. In addition to serving as the principal underwriter and the depositor for the Separate Account, the Company is also a registered investment adviser under the Investment Advisers Act of 1940, and a registered broker-dealer under the Securities Exchange Act of 1934. The Company provides investment advice to several of the registered management investment companies offered as variable investment options under the Contracts funded by the Separate Account (see "Variable Annuity Account C" below). Other than the mortality and expense risk charges and administrative expense 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 some unaffiliated sponsors of the Funds used as funding options under the Contract. These fees generally range up to 0.25%. 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 C Variable Annuity Account C (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. The assets of each of the Subaccounts of the Separate Account will be invested exclusively in shares of the mutual funds described in the prospectus. Purchase Payments made under the Contract may be allocated to one or more of the Subaccounts. The Company may make additions to, deletions from or substitution 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, under all Contracts, or under all Plans. 1 The Funds currently available under the Contract are as follows: Aetna Variable Fund Calvert Responsibly Invested Balanced Portfolio Aetna Income Shares Fidelity VIP II Contrafund Portfolio Aetna Variable Encore Fund Fidelity VIP Equity-Income Portfolio Aetna Investment Advisers Fund, Inc. Fidelity VIP Growth Portfolio Aetna Ascent Variable Portfolio Fidelity VIP Overseas Portfolio Aetna Crossroads Variable Portfolio Franklin Government Securities Trust Aetna Legacy Variable Portfolio Janus Aspen Aggressive Growth Portfolio Aetna Variable Capital Appreciation Portfolio Janus Aspen Balanced Portfolio Aetna Variable Growth Portfolio Janus Aspen Flexible Income Portfolio Aetna Variable Index Plus Portfolio Janus Aspen Growth Portfolio Aetna Variable Small Company Portfolio Janus Aspen Short-Term Bond Portfolio Alger American Growth Portfolio Janus Aspen Worldwide Growth Portfolio Alger American Small Cap Portfolio Lexington Natural Resources Trust American Century VP Capital Appreciation Neuberger & Berman Growth Portfolio (formerly TCI Growth) Scudder International Portfolio Class A Shares
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. OFFERING AND PURCHASE OF CONTRACTS The Company is both the depositor and the principal underwriter for the securities sold by the prospectus. The Company offers the Contracts through life insurance agents licensed to sell variable annuities who are registered representatives of the Company or of other registered broker-dealers who have sales agreements with the Company. 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 titled "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 issued by the Company in connection with Plans described in the prospectus. 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 reflect the deduction of all recurring charges during each period (e.g., mortality and expense risk charges, maintenance fees, administrative expense charges if applicable during the period shown and deferred sales charges). These charges will be deducted on a pro rata basis in the case 2 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. AVERAGE ANNUAL TOTAL RETURN QUOTATIONS - Standardized and Non-Standardized Table A shown below reflects the average annual standardized and non-standardized total return quotation figures for the periods ended December 31, 1996 for the Subaccounts under Single Payment Accounts issued by the Company. No maintenance fee applies to these types of Accounts. Table B reflects the average annual standardized and non-standardized total return quotation figures for the periods ended December 31, 1996 for the Subaccounts under Installment Payment Accounts with a $20 annual maintenance fee. The Company may also advertise total return quotations for Installment Payment Accounts with a $15 and a $7.50 annual maintenance fee. The returns shown below do not reflect the 0.25% administrative expense charge applicable to some Contracts, since this charge was not assessed during the periods illustrated. The Company will reflect such charges for periods beginning after April 4, 1997, and may also advertise returns that do not reflect such charges. In both sets of tables shown below, 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 *). 3 ^ TABLE A -------
---------------------------------- -------------------------------------------- ----------- Single Payment Account: Fund ($0 Maintenance Fee) STANDARDIZED NON-STANDARDIZED Inception Date --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- SUBACCOUNT 1 Year 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Aetna Variable Fund 04/30/75 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Aetna Income Shares 06/01/78 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Aetna Variable Encore Fund 09/01/75 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Aetna Investment Advisers Fund, Inc. 06/23/89 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Aetna Ascent Variable Portfolio 07/03/95 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Aetna Crossroads Variable Portfolio 07/03/95 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Aetna Legacy Variable Portfolio 07/03/95 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Aetna Variable Index Plus Portfolio 09/12/96 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Alger American Growth Portfolio 01/08/89 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Alger American Small Cap Portfolio 09/21/88 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- American Century VP Capital Appreciation 11/20/87 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Calvert Responsibly Invested Balanced Portfolio 09/30/86 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Fidelity VIP II Contrafund Portfolio 01/03/95 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Fidelity VIP Equity-Income Portfolio 10/22/86 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Fidelity VIP Growth Portfolio 11/07/86 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Fidelity VIP Overseas Portfolio 02/13/87 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Franklin Government Securities Trust 05/30/89 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Janus Aspen Aggressive Growth 9/13/93 Portfolio --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Janus Aspen Balanced Portfolio 09/13/93 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Janus Aspen Flexible Income Portfolio 09/13/93 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Janus Aspen Growth Portfolio 09/13/93 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Janus Aspen Short-Term Bond Portfolio 09/13/93 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Janus Aspen Worldwide Growth Portfolio 09/13/93 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Lexington Natural Resources Trust 10/14/91 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Neuberger & Berman Growth Portfolio 12/31/85 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Scudder International Portfolio Class A Shares 04/30/87 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
Please refer to the discussion preceding the Tables 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. 4 TABLE B -------
---------------------------------- -------------------------------------------- ----------- Installment Payment Account: Fund ($20 Maintenance Fee) STANDARDIZED NON-STANDARDIZED Inception Date --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- SUBACCOUNT 1 Year 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Aetna Variable Fund 04/30/75 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Aetna Income Shares 06/01/78 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Aetna Variable Encore Fund 09/01/75 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Aetna Investment Advisers Fund, Inc. 06/23/89 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Aetna Ascent Variable Portfolio 07/03/95 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Aetna Crossroads Variable Portfolio 07/03/95 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Aetna Legacy Variable Portfolio 07/03/95 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Aetna Variable Index Plus Portfolio 09/12/96 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Alger American Growth Portfolio 01/08/89 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Alger American Small Cap Portfolio 09/21/88 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- American Century VP Capital Appreciation 11/20/87 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Calvert Responsibly Invested Balanced Portfolio 09/30/86 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Fidelity VIP II Contrafund Portfolio 01/03/95 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Fidelity VIP Equity-Income Portfolio 10/22/86 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Fidelity VIP Growth Portfolio 11/07/86 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Fidelity VIP Overseas Portfolio 02/13/87 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Franklin Government Securities Trust 05/30/89 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Janus Aspen Aggressive Growth 9/13/93 Portfolio --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Janus Aspen Balanced Portfolio 09/13/93 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Janus Aspen Flexible Income Portfolio 09/13/93 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Janus Aspen Growth Portfolio 09/13/93 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Janus Aspen Short-Term Bond Portfolio 09/13/93 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Janus Aspen Worldwide Growth Portfolio 09/13/93 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Lexington Natural Resources Trust 10/14/91 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Neuberger & Berman Growth Portfolio 12/31/85 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- Scudder International Portfolio Class A Shares 04/30/87 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
Please refer to the discussion preceding the Tables 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. 5 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 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. 6 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. 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 Contract Holders or Participants. 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. 7 FINANCIAL STATEMENTS VARIABLE ANNUITY ACCOUNT C Index Independent Auditors' Report..............................................S-__ Statement of Assets and Liabilities.......................................S-__ Statement of Operations...................................................S-__ Statements of Changes in Net Assets.......................................S-__ Notes to Financial Statements ............................................S-__ Condensed Financial Information...........................................S-__ FINANCIAL STATEMENTS OF VARIABLE ANNUITY ACCOUNT C AND OF AETNA LIFE INSURANCE AND ANNUITY COMPANY TO BE FILED BY AMENDMENT S-1 STATEMENT OF ADDITIONAL INFORMATION VARIABLE ANNUITY ACCOUNT C VARIABLE ANNUITY CONTRACTS issued by AETNA LIFE INSURANCE AND ANNUITY COMPANY Form No. SAI.75964-97 ALIAC Ed. May 1997 VARIABLE ANNUITY ACCOUNT C 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 C: - Independent Auditors' Report - Statement of Assets and Liabilities as of December 31, 1996 - Statement of Operations for the year ended December 31, 1996 - Statements of Changes in Net Assets for the years ended December 31, 1996 and 1995 - Notes to Financial Statements Financial Statements of the Depositor: - Independent Auditors' Report - Consolidated Balance Sheets as of December 31, 1996 and 1995 - Consolidated Statements of Income for the years ended December 31, 1996, 1995 and 1994 - Consolidated Statements of Changes in Shareholder's Equity for the years ended December 31, 1996, 1995 and 1994 - Consolidated Statements of Cash Flows for the years ended December 31, 1996, 1995 and 1994 - 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) Form of Broker-Dealer Agreement(2) (3.2) Alternative Form of Wholesaling Agreement and Related Selling Agreement(2) (4.1) Form of Variable Annuity Contract (G-CDA-HF)(3) (4.2) Form of Variable Annuity Contract (IA-CDA-IA)(4) (4.3) Form of Variable Annuity Contract (G-CDA-HD)(5) (4.4) Form of Variable Annuity Contract (GIT-CDA-HO) (4.5) Form of Variable Annuity Contract (GLIT-CDA-HO) (4.6) Form of Variable Annuity Contract (GST-CDA-HO) (4.7) Form of Variable Annuity Contract (I-CDA-HD) (4.8) Endorsements (EIGET-IC(R), EIGF-IC, and EGF-IC(SPD)) to Contract IA-CDA-IA(6) (4.9) Endorsement (EGET-IC(R)) to Contracts G-CDA-HD and G-CDA-HF(2) (4.10) Form of Endorsement (403(b)END(1/97)) to Contracts GIT-CDA-HO, GLIT-CDA-HO, and GST-CDA-HO (5) Form of Variable Annuity Contract Application (710.00.16H)(4) (6.1) Certification of Incorporation and By-Laws of Aetna Life Insurance and Annuity Company(7) (6.2) Amendment of Certificate of Incorporation of Aetna Life Insurance and Annuity Company (7) Not applicable (8.1) Fund Participation Agreement (Amended and Restated) between Aetna Life Insurance and Annuity Company, Alger American Fund and Fred Alger Management, Inc. dated March 31, 1995(2) (8.2) Fund Participation Agreement between Aetna Life Insurance and Annuity Company and Calvert Asset Management Company (Calvert Responsibly Invested Balanced Portfolio, formerly Calvert Socially Responsible Series) dated March 13, 1989 and amended December 27, 1993(2) (8.3) Second Amendment dated January 1, 1996 to Fund Participation Agreement between Aetna Life Insurance and Annuity Company and Calvert Asset Management Company (Calvert Responsibly Invested Balanced Portfolio, formerly Calvert Socially Responsible Series) dated March 13, 1989 and amended December 27, 1993(8) (8.4) Fund Participation Agreement between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund and Fidelity Distributors Corporation dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996 and March 1, 1996 (8.5) Fund Participation Agreement between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund II and Fidelity Distributors Corporation dated February 1, 1994 and amended on December 15, 1994, February 1. 1995, May 1, 1995, January 1, 1996 and March 1,1996 (8.6) Service Agreement between Aetna Life Insurance and Annuity Company and Fidelity Investments Institutional Operations Company dated as of November 1, 1995(8) (8.7) Fund Participation Agreement between Aetna Life Insurance and Annuity Company and Franklin Advisers, Inc. dated January 31, 1989(2) (8.8) Fund Participation Agreement between Aetna Life Insurance and Annuity Company and Janus Aspen Series dated April 19, 1994 and amended March 1, 1996(2) (8.9) Fund Participation Agreement between Aetna Life Insurance and Annuity Company and Lexington Management Corporation regarding Natural Resources Trust dated December 1, 1988 and amended February 11, 1991(2) (8.10) Fund Participation Agreement between Aetna Life Insurance and Annuity Company and Advisers Management Trust (now Neuberger & Berman Advisers Management Trust) dated April 14, 1989 and as assigned and modified on May 1, 1995(2) (8.11) Fund Participation Agreement between Aetna Life Insurance and Annuity Company and Scudder Variable Life Investment Fund dated April 27, 1992 and amended February 19, 1993 and August 13, 1993(2) (8.12) Amendment dated as of February 20, 1996 to Fund Participation Agreement between Aetna Life Insurance and Annuity Company and Scudder Variable Life Investment Fund dated April 27, 1992 as amended February 19, 1993 and August 13, 1993(8) (8.13) Fund Participation Agreement between Aetna Life Insurance and Annuity Company, Investors Research Corporation and TCI Portfolios, Inc. dated July 29, 1992 and amended December 22, 1992 and June 1, 1994(2) (9) Opinion of Counsel* (10.1) Consent of Independent Auditors* (10.2) Consent of Counsel* (11) Not applicable (12) Not applicable (13) Schedule for Computation of Performance Data(9) (14) Not applicable (15.1) Powers of Attorney (15.2) Authorization for Signatures(2) (27) Financial Data Schedule* * To be filed by amendment 1. Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 33-75986), as filed electronically on April 22, 1996. 2. Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File No. 33-75986), as filed electronically on April 12, 1996. 3. Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4 (File No. 33-75964) filed on February 24, 1995. 4. Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4 (File No. 33-75958) filed on April 28, 1995. 5. Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 33-75982), as filed electronically on April 22, 1996. 6. Incorporated by reference to Post Effective Amendment No. 8 to Registration Statement on Form N-4 (File No. 33-75964), as filed electronically on August 30, 1996. 7. Incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement on Form S-1 (File No. 33-60477), as filed electronically on April 15, 1996. 8. Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4 (File No. 33-88720), as filed electronically on June 28, 1996. 9. Incorporated by reference to Post-Effective Amendment No. 4 to Registration Statement on Form N-4 (File No. 33-75964) filed on April 28, 1995. Item 25. Directors and Officers of the Depositor - ------------------------------------------------
Name and Principal Business Address* Positions and Offices with Depositor - ------------------ ------------------------------------ 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 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. Item 26. Persons Controlled by or Under Common Control with the Depositor or Registrant - ---------------------------------------------------------------------------------------
Attached hereto is a listing of all persons directly or indirectly under common control with the Registrant. The listing indicates (1) the state or other sovereign power under the laws of which the entity is organized, (2) the percentage of voting securities owned or other basis of control by the person, if any, immediately controlling it (percentages are rounded to the nearest whole percent and are based on ownership of voting rights), and (3) its principal business.
September 30, 1997 ORGANIZATION CHART - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- COMPANY STATE IMMEDIATE OWNER OWNERSHIP PRINCIPAL BUSINESS PERCENTAGE+ - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Inc. CT (1) Publicly Held Holding Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Services, Inc. CT (1) (*) Aetna Inc. 100% Holding Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- U.S. Healthcare, Inc. PA (1) (*) Aetna Inc. 100% Holding Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Life Insurance Company CT (1) (*) Aetna Services, Inc. 100% Life and Health Insurance and Related Services - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Retirement Services, CT (1) (*) Aetna Services, Inc. 100% Holding Company Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna International, Inc. CT (1) (*) Aetna Services, Inc. 100% Holding Company for International Subsidiaries - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Health and Life CT (1) (*) Aetna Services, Inc. 100% Life and Health Insurance Insurance Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Structured Benefits, Inc. CT (1) (*) Aetna Services, Inc. 100% Broker of Life and Annuity Products and Administrative Services - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Span Data Processing CT (1) (*) Aetna Services, Inc. 100% Data Processing Center, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- (1) Corporation (*) Fully Consolidated (2) Partnership (**) One Line Consolidation (3) Joint Venture (***) Not Consolidated (4) Trust (5) Limited Liability Company + Percentages are rounded to the nearest hole percent and are based on ownership of voting rights. 1 - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- COMPANY STATE IMMEDIATE OWNER OWNERSHIP PRINCIPAL BUSINESS PERCENTAGE+ - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Foundation, Inc. CT (1) (*) Aetna Services, Inc. 100%a Supports charitable scientific, literary and educational activities - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Imperial Fire & Marine U.K. (1) (**) Aetna Services, Inc. 10% Reinsurance Re-Insurance Company Limited - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Business Resources, CT (1) (*) Aetna Services, Inc. 100% Provides business services to Inc. external clients - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- AE Fifteen, Incorporated CT (1) (*) Aetna Services, Inc. 100% Shell Corp. for interest in cogeneration - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Luettgens Limited CT (1) (*) Aetna Services, Inc. 100% Retail Specialty Store - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- AE Housing Corp. CT (1) (*) Aetna Services, Inc. 100% Real Estate - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Capital L.L.C. DE (5) (*) Aetna Services, Inc. 95%b Finance - limited liability company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Realty Investments I, CT (1) (*) Aetna Services, Inc. 100% Real Estate Investment Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Structured Benefits of FL (1) (**) Structured Benefits, 100% Brokering of Life and Annuity Florida, Inc. Inc. products and Administrative Services - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Properties I Limited CT (2) (***) Aetna Realty 84%c Real Estate Investment Partnership Investments I, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- CMBS Holdings, Inc. TX (1) (*) Aetna Life Insurance 100% Real Estate Investment and Company Management - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Real Estate CT (1) (*) Aetna Life Insurance 100% Acquire, develop and lease real Properties, Inc. Company estate - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- ALIC Energy, Co. TX (1) (*) Aetna Life Insurance 100% Acquisition and Management of Company non-traditional investments - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Insurance Company of CT (1) (*) Aetna Life Insurance 100% Insurance Connecticut Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- CDI Equity, Inc. DE (1) (*) Aetna Life Insurance 100% Real Estate Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- - ---------------------------------------- a Nonstock Corporation b Aetna Capital Holdings, Inc. owns 5% of this Limited Liability Company. c Aetna Realty Investments I, Inc. is a 1% general partner and an 83% limited partner. 2 - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- COMPANY STATE IMMEDIATE OWNER OWNERSHIP PRINCIPAL BUSINESS PERCENTAGE+ - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- CDI Equity L.L.C. DE (5) (*) Aetna Life Insurance 99%d Real Estate Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- AE Fourteen, Inc. CT (1) (*) Aetna Life Insurance 100% Cogeneration Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Life Assignment CT (1) (*) Aetna Life Insurance 100% Assignment Company for Company Company structured settlements - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Bayshore Heights Associates FL (2) (**) Aetna Life Insurance 70% Real Estate Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna/Area Corporation CT (1) (*) Aetna Life Insurance 100% Real Estate Investment and Company Management - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Institutional CT (2) (**) Aetna Life Insurance 13%e Real Estate Investment Investors I Limited Company Partnership - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- ShadowRidge At Oak Park CA (2) (**) Aetna Life Insurance 80% Real Estate Condominium Associates Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- BPC Equity, Inc. DE (1) (*) Aetna Life Insurance 100% Real Estate Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- BPC Equity, L.L.C. DE (5) (*) Aetna Life Insurance 99%f Real Estate Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- AHP Holdings, Inc. CT (1) (*) Aetna Life Insurance 100% Holding Company Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Bay Area Mall, L.L.C. DE (5) (*) Aetna Life Insurance 99%g Real Estate Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Bay Area Mall, Inc. DE (1) (*) Aetna Life Insurance 100% Real Estate Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- 455 Market Street CA (2) (**) Aetna Life Insurance 90%h Real Estate Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- - ----------------------- d CDI Equity, Inc. owns 1% of this Limited Liability Company. e Aetna Real Estate Properties, Inc. is a 1% general partner. f BPC Equity, Inc. owns 1% of this Limited Liability Company. g Bay Area Mall, Inc. owns 1% of this Limited Liability Company. h 89% general partner and 1% limited partner. 3 - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- COMPANY STATE IMMEDIATE OWNER OWNERSHIP PRINCIPAL BUSINESS PERCENTAGE+ - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Koll Center Newport A CA (2) (**) Aetna Life Insurance 50%i Real Estate Investment Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Koll Center Newport Number CA (2) (**) Aetna Life Insurance 50%j Real Estate Investment 8 Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Koll Center Newport Number CA (2) (**) Aetna Life Insurance 50%k Real Estate Investment 9 Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Koll Center Newport Number CA (2) (**) Aetna Life Insurance 50%l Real Estate Investment 10 Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Koll Center Newport Number CA (2) (**) Aetna Life Insurance 50%m Real Estate Investment 11 Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Koll Center Newport Number CA (3) (**) Aetna Life Insurance 60% Real Estate Investment 14 Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Hamilton Partnership IL (2) (**) Aetna Life Insurance 62% Real Estate Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Waterloo Associates Limited NC (2) (**) Aetna Life Insurance 99%n Real Estate Investment Partnership Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Hayward Industrial Park CT (2) (**) Aetna Life Insurance 99% Real Estate Investment Associates Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Gables At Farmington CT (2) (**) Aetna Life Insurance 60% Real Estate Investment Associates Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Gables at Brighton NY (2) (**) Aetna Life Insurance 50% Real Estate Investment Associates Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Country Club Heights at MA (2) (**) Aetna Life Insurance 60% Real Estate Investment Woburn Associates Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Britcher Aetna-Laguna Hills CA (2) (**) Aetna Life Insurance 68% Real Estate Investment Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Harbor Business Park CA (2) (**) Aetna Life Insurance 99% Real Estate Investment Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- - ---------------------- i Aetna Life Insurance Company is a 49% general partner and a 1% limited partner. j Aetna Life Insurance Company is a 49% general partner and a 1% limited partner. k Aetna Life Insurance Company is a 49% general partner and a 1% limited partner. l Aetna Life Insurance Company is a 49% general partner and a 1% limited partner. m Aetna Life Insurance Company is a 49% general partner and a 1% limited partner. n Aetna Life Insurance Company is a 99% general partner and Trumbull Three, Inc. is a 1% limited partner. 4 - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- COMPANY STATE IMMEDIATE OWNER OWNERSHIP PRINCIPAL BUSINESS PERCENTAGE+ - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Ensenada De Las Colinas I TX (2) (**) Aetna Life Insurance 99%o Real Estate Investment Associates Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Trevose Hospitality, Inc. CT (1) (**) Aetna Life Insurance 100% Real Estate Investment Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Oaks at Valley Ranch I TX (2) (**) Aetna Life Insurance 99%p Real Estate Investment Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Oaks at Valley Ranch II TX (2) (**) Aetna Life Insurance 99%q Real Estate Investment Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- KBC-RED Hill Limited CA (2) (**) Aetna Life Insurance 80% Real Estate Investment Partnership Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- KBC-Eastside Limited AZ (2) (**) Aetna Life Insurance 80% Real Estate Investment Partnership Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- C.R.I. Hotel Associates, IA (2) (**) Aetna Life Insurance 75% Real Estate Investment L.P. Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Trumbull One, Inc. CT (1) (*) Aetna Life Insurance 100% Real Estate Investment Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Trumbull Two, Inc. CT (1) (*) Aetna Life Insurance 100% Real Estate Investment Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Trumbull Three, Inc. CT (1) (*) Aetna Life Insurance 100% Real Estate Investment Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Trumbull Four, Inc. CT (1) (*) Aetna Life Insurance 100% Real Estate Investment Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Century City North L.L.C. DE (5) (**) Aetna Life Insurance 84%r Real Estate Investment Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Southfield Partners MD (2) (**) Aetna Life Insurance 99%s Real Estate Investment Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Lincoln Rancho Cucamonga CA (2) (**) Aetna Life Insurance 60% Real Estate Investment Associates Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- - -------------------- o Aetna Life Insurance Company is a 99% general partner and Trumbull One, Inc. is a 1% limited partner. p Aetna Life Insurance Company is a 99% general partner and Trumbull One, Inc. is a 1% limited partner. q Aetna Life Insurance Company is a 99% general partner and Trumbull One, Inc. is a 1% limited partner. r Aetna Health and Life Insurance Company owns 16% of this Limited Liability Company. s Aetna Life Insurance Company is a 99% general partner and Trumbull Four, Inc. is a 1% limited partner. 5 - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- COMPANY STATE IMMEDIATE OWNER OWNERSHIP PRINCIPAL BUSINESS PERCENTAGE+ - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Village Green of Madison MI (2) (**) Aetna Life Insurance 99%t Real Estate Investment Heights Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Centrum Associates CA (2) (**) Aetna Life Insurance 65% Real Estate Investment Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Tri-City Mall Associates AZ (2) (**) Aetna Life Insurance 50% Real Estate Investment Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Southwest Financial AZ (2) (**) Aetna Life Insurance 60% Real Estate Investment Associates Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- B&H Ventures IV Limited CT (2) (**) Aetna Life Insurance 75% Real Estate Investment Partnership Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Champions Richland TX (2) (*) Aetna Life Insurance 99%u Real Estate Investment Northcourte Partnership Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Chris-Town Village AZ (2) (**) Aetna Life Insurance 50% Real Estate Investment Associates Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Woodside Terrace Partners CA (2) (**) Aetna Life Insurance 60% Real Estate Investment Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Spectrum Fashion Center AZ (2) (**) Aetna Life Insurance 50% Real Estate Investment Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Chambridgeside Galleria MA (2) (**) Aetna Life Insurance 50% Real Estate Investment Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- ADBI Partnership FL (2) (**) Aetna Life Insurance 30% Real Estate Investment Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Marriott Inner Harbor Hotel MD (2) (*) Aetna Life Insurance 99% Real Estate Investment Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- TCR Ventanga Limited TX (2) (**) Aetna Life Insurance 99%v Real Estate Investment Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- 1501 Fourth Ave. Limited WA (2) (**) Aetna Life Insurance 85%w Real Estate Investment Partnership Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Thace Associates MI (2) (**) Aetna Life Insurance 25% Real Estate Investment Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- - ------------------------- t Aetna Life Insurance Company is a 99% general partner and Trumbull Three, Inc. is a 1% limited partner. u Aetna Life Insurance Company is a 99% general partner and Trumbull One, Inc. is a 1% limited partner. v Aetna Life Insurance Company is a 99% general partner and Trumbull Two, Inc. is a 1% limited partner. w Aetna Life Insurance Company is a 84% general partner and a 1% limited partner. 6 - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- COMPANY STATE IMMEDIATE OWNER OWNERSHIP PRINCIPAL BUSINESS PERCENTAGE+ - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Lincoln Los Padres CA (2) (**) Aetna Life Insurance 99%x Real Estate Investment Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Eastmeadow Distribution GA (2) (**) Aetna Life Insurance 99%y Real Estate Investment Center Limited Partnership Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Eastmeadow Distribution GA (2) (**) Aetna Life Insurance 99%z Real Estate Investment Center Phase II Limited Company Partnership - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Azalea Mall, L.L.C. DE (5) (**) Aetna Life Insurance 99%aa Real Estate Holding Company Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Southeast Second Avenue, DE (1) (*) Aetna Life Insurance 100% Real Estate Investment Inc. Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Menlo One, L.L.C. DE (5) (**) Aetna Life Insurance 99%bb Real Estate Holding Company Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Central Trust Center OH (2) (**) Aetna Life Insurance 15% Real Estate Investment Associates Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Capitol District Energy CT (2) (**) AE Fourteen, Inc. 50% Cogeneration of electrical power Center Cogeneration Associates - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Health Plans of Ohio, OH (1) (*) AHP Holdings, Inc. 100% HMO Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Dental Care of CA (1) (*) AHP Holdings, Inc. 100% Provide pre-paid dental services California, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Health Plans of FL (1) (*) AHP Holdings, Inc. 100% HMO Florida, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Informed Health, Inc. DE (1) (*) AHP Holdings, Inc. 100% Sponsors health Information service - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Health Plans of TN (1) (*) AHP Holdings, Inc. 100% HMO Tennessee, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- - ------------------------ x Aetna Life Insurance company is a 99% general partner and Trumbull Two, Inc. is a 1% limited partner. y Aetna Life Insurance Company is a 98% general partner and a 1% limited partner. z Aetna Life Insurance Company is a 98% general partner and a 1% limited partner. aa Southeast Second Avenue, Inc. owns 1% of these limited liability companies. bb Southeast Second Avenue, Inc. owns 1% of these limited liability companies. 7 - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- COMPANY STATE IMMEDIATE OWNER OWNERSHIP PRINCIPAL BUSINESS PERCENTAGE+ - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Health Plans of GA (1) (*) AHP Holdings, Inc. 100% HMO Georgia, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Health Management, DE (1) (*) AHP Holdings, Inc. 100% HMO management company Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Dental Care of New NJ (1) (*) AHP Holdings, Inc. 100% Dental Care Jersey, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Healthways Systems, Inc. DE (1) (*) AHP Holdings, Inc. 100% Holding Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Health Plans of the VA (1) (*) AHP Holdings, Inc. 100% HMO Mid-Atlantic, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Health Plans of the NC (1) (*) AHP Holdings, Inc. 100% HMO Carolinas, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- PHPSNE Parent Corporation DE (1) (*) AHP Holdings, Inc. 55% Holding company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Health Plans of AZ (1) (*) AHP Holdings, Inc. 100% HMO Arizona, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Dental Care of Texas, TX (1)(*) AHP Holdings, Inc. 100% HMO offering single health Inc. service plan - dental - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Human Affairs UT (1) (*) AHP Holdings, Inc. 100% Provide employee assistance International, Incorporated services and managed mental health programs - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Health Plans of IL (1) (*) AHP Holdings, Inc. 100% HMO Illinois, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Dental Care of KY (1) (*) AHP Holdings, Inc. 100% Dental Plan Organization Kentucky, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Health Plans of PA (1) (*) AHP Holdings, Inc. 100% HMO Central and Eastern Pennsylvania, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Health Plans of TX (1) (*) AHP Holdings, Inc. 100% HMO Texas, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Health Plans of LA (1) (*) AHP Holdings, Inc. 100% HMO Louisiana, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Professional CT (1) (*) AHP Holdings, Inc. 100% Physician Practice Management Management Corporation - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- MED Southwest, Inc. TX (1) (*) AHP Holdings, Inc. 55% Holding Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- 8 - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- COMPANY STATE IMMEDIATE OWNER OWNERSHIP PRINCIPAL BUSINESS PERCENTAGE+ - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Health Plans of CT (1) (*) PHPSNE Parent 100% HMO Southern New England, Inc. Corporation - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Freedom Choice, Inc. PA (1)(*) Aetna Health Plans of 100% Third party administrator Central and Eastern Pennsylvania, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- ADS Health Management, Inc. CA (1) (*) Aetna Professional 100% Physician practice management Management Corporation services - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Healthways, Inc. IL (1) (*) Aetna Professional 100% General Business Corporation Management Corporation - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Government Health CA (1) (*) Aetna Health 100% Sponsors Champus business Plans, Inc. Management, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Health Plans of CA (1) (*) Aetna Health 100% HMO California, Inc. Management, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Health Plans of New NY (1) (*) Healthways Systems, Inc. 100% HMO York, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Health Plans of New NJ (1) (*) Healthways Systems, Inc. 100% HMO Jersey, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Southwest Physicians Life TX (1) (*) MED Southwest, Inc. 100% Life and Health Insurer Insurance Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Health Plans of North TX (1) (*) MED Southwest, Inc. 100% HMO Texas, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Human Affairs of Alaska, AK (1) (*) Human Affairs 100% Provides mental health Inc. International, services/managed mental health Incorporated services - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Human Affairs International CA (1) (*) Human Affairs 100% Provides mental health of California International, services/managed mental health Incorporated services - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Behavioral Healthcare DE (1) (*) Human Affairs 100% Mental health services Solutions, Inc. International, Incorporated - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- 9 - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- COMPANY STATE IMMEDIATE OWNER OWNERSHIP PRINCIPAL BUSINESS PERCENTAGE+ - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Human Affairs International NY (1) (*) Human Affairs 100% Independent practice association IPA, Inc. International, Incorporated - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Retirement Holdings, CT (1) (*) Aetna Retirement 100% Holding Company Inc. Services, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Life Insurance and CT (1) (*) Aetna Retirement 100% Life insurance, pensions and Annuity Company Holdings, Inc. annuities - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Systematized Benefits CT (1) (*) Aetna Retirement 100% Third Party Administrator Administrators, Inc. Holdings, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Financial Services, CT (1) (*) Aetna Retirement 100% Broker-dealer and investment Inc. Holdings, Inc. advisor - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aeltus Investment CT (1) (*) Aetna Retirement 100% Investment Advisor Management, Inc. Holdings, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Investment Services, CT (1) (*) Aetna Retirement 100% Distribute securities products - Inc. Holdings, Inc. ALIAC and outside funds - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Insurance Company of CT (1) (*) Aetna Life Insurance 100% Write/reinsure life and annuity America and Annuity Company business - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Private Capital Inc. CT (1) (*) Aetna Life Insurance 100% General Business Corporation and Annuity Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna New Series Fund, Inc. MD (1) (**) Aetna Life Insurance 100% Regulated Investment Company and Annuity Company (Mutual Fund) - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Income Shares MA (4) (**) Aetna Life Insurance 99% Regulated Investment Company and Annuity Company (Mutual Fund) - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Variable Encore Fund MA (4) (**) Aetna Life Insurance 100% Regulated Investment Company and Annuity Company (Mutual Fund) - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna GET Fund MA (4) (**) Aetna Life Insurance 100% Regulated Investment Company and Annuity Company (Mutual Fund) - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Variable Portfolios, MD (1) (**) Aetna Life Insurance 100% Regulated Investment Company Inc. and Annuity Company (Mutual Fund) - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Variable Fund MA (4) (**) Aetna Life Insurance 98% Regulated Investment Company and Annuity Company (Mutual Fund) - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Generation MD (1) (**) Aetna Life Insurance 100% Regulated Investment Company Portfolios, Inc. and Annuity Company (Mutual Fund) - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- 10 - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- COMPANY STATE IMMEDIATE OWNER OWNERSHIP PRINCIPAL BUSINESS PERCENTAGE+ - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Investment Advisers MD (1) (**) Aetna Life Insurance 100% Regulated Investment Company Fund, Inc. and Annuity Company (Mutual Fund) - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Series Fund, Inc. MD (1) (**) Aetna Life Insurance 13% Regulated Investment Company and Annuity Company (Mutual Fund) - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Investment Management Bermuda (1) (*) Aeltus Investment 100% Holding Company (Bermuda) Holdings Limited Management, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aeltus Capital, Inc. CT (1) (*) Aeltus Investment 100% Broker-dealer related functions Management, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aeltus Trust Company CT (1) (*) Aeltus Investment 100% Fiduciary Powers Granted to Management, Inc. State Bank and Trust Companies - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Smith Whiley & Company DE (1) (**) Aeltus Investment 35% Alliance with Aeltus Management, Inc. (1)(*) - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Investment Management Singapore (1) (*) Aetna Investment 100% Limited private investment (S'pore) PTE Ltd. Management (Bermuda) management Holdings Limited - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- China Dynamic Investment Hong Kong (1) (**) Aetna Investment 50% Establish and manage collective Management (Hong Kong) Management (Bermuda) investment scheme Limited Holdings Limited - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna International Hong Kong (1) (*) Aetna International, 100% Holding Company for insurance Holdings (Hong Kong) I Inc. and financial services Limited - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- East Asia Aetna Insurance Bermuda (1) (**) Aetna International, 50% Life Disability and Employee Company (Bermuda) Ltd. Inc. Benefits Ins. in H.K. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna International Fund CT (1) (*) Aetna International, 100% Investment Management Services Management Inc. Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- AE Insurance (Cayman) Ltd. Cayman (1) (**) Aetna International, 100% Insurance Company Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- ALICA Holdings, Inc. CT (1) (*) Aetna International, 80% Dedicated Holding Company Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Life Insurance CT (1) (*) Aetna International, 100% Life Insurance Company of America Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna International Hong Kong (1) (*) Aetna International, 100% Holding Company Holdings (Hong Kong) II Inc. Limited - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- 11 - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- COMPANY STATE IMMEDIATE OWNER OWNERSHIP PRINCIPAL BUSINESS PERCENTAGE+ - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Internacional De Mexico (1) (*) Aetna International, 100% Mexican Holding Company Mexico S.A. De C.V. Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna S.A. Chile (1) (*) Aetna International, 100% Holding Co. Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Arcella Limited Hong Kong (1) (*) Aetna International, 100% Investment & holding Co. for Inc. Aetna's Asia Pacific operations - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Life & Casualty Bermuda (1) (*) Aetna International, 100% Insurance, Guaranteed and Bermuda Limited Inc. Indemnity Business - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna International Global Luxembourg (1) (**) Aetna International, 100% Investment Services Investment Services Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Heart Company Limited Taiwan (1) (*) Aetna International, 80% Trading Company - Marketing of Inc. gifts and souvenirs - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Life Insurance Inc. Philippines (1) (*) Aetna International, 100% Life Insurance Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Life and Casualty Netherlands Antilles (1) Aetna International, 100% Finance Investment Company International Finance N.V. (*) Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Investment Management Australia (1) (*) Aetna International, 100% Stockbroking (Australia) Limited Inc. - ---------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Capital Holdings, Inc. CT (1) (*) Aetna International, 100% Holding Company Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Securities Investment Taiwan (1) (*) Aetna International, 100% Securities investment advisor Management (Taiwan) Ltd. Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Capital Management U.K. (1) (*) Aetna International, 100% Promoter of offshore mutual International Ltd. Inc. funds or other open-ended investment vehicles - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- AE Five Incorporated CT (1) (*) Aetna International, 100% Holding Company Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Canada Holdings Canada (1) (*) Aetna International, 100% Investment Holding Company Limited Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Investment Management Taiwan (1) (*) Aetna International, 80% Provide non-security business (Taiwan) Limited Inc. and investment advice - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna International (N.Z.) New Zealand (1) (*) Aetna International, 100% Holding Company Limited Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- 12 - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- COMPANY STATE IMMEDIATE OWNER OWNERSHIP PRINCIPAL BUSINESS PERCENTAGE+ - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Investment Management Hong Kong (1) (*) Aetna International, 100% Investment Holding Company (F.E.) Holdings Limited Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Blue Cross (Asia Pacific) Hong Kong (1) (**) Aetna International 35%cc Underwriter Casualty and Insurance Ltd. Holdings (Hong Kong) I general ins in Hong Kong and Limited Macau - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- East Asia Aetna Services Hong Kong (1) (**) East Asia Aetna 100% Management services to Company Limited Insurance Company associate companies (Bermuda) Ltd. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- PT Danamon-Aetna Life Indonesia (1) (*) Aetna Life Insurance 50% Limited liability life Insurance Company Company of America insurance company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Daya Aetna (Malaysia) SDN. Malaysia (1) (*) Aetna International 82% Holding Company BHD. Holdings (Hong Kong) II Limited - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Universal Insurance Malaysia (1) (*) Daya Aetna (Malaysia) 100% Individual Life, Home service, SDN. BHD. SDN. BHD. group and general insurance - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- The Aetna International Luxembourg (1) (**) Aetna Life & Casualty 5%dd An undertaking for the Umbrella Fund Bermuda Limited collective investment in transferable securities - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Healthcare, Inc. Philippines (1) (*) Aetna Life Insurance 100% Insurance Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna (Netherlands) Netherlands (1) (**) Aetna Life and Casualty 100% Finance Company Holdings B.V. International Finance N.V. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Travelguard Limited Hong Kong (1) (**) Blue Cross (Asia 100% Insurance Agent Pacific) Insurance Ltd. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Toursafe Limited Hong Kong (1) (**) Blue Cross (Asia 100% Insurance Agent Pacific) Insurance Ltd. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Travelsafe Limited Hong Kong (1) (**) Blue Cross (Asia 100% Insurance agent for its Pacific) Insurance Ltd. ultimate holding company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- - -------------------------- cc East Asia Aetna Insurance Company (Bermuda) Ltd. owns 30% of Blue Cross (Asia Pacific) Insurance Ltd. dd Percentage controlled by Aetna Services, Inc. includes ownership by the following: Aetna Services, Inc. 1%, Aetna Life Insurance Company of America 4%, Aetna Investment Management (F.E.) Limited 2% and Aetna Life Insurance Company of Canada 1% 13 - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- COMPANY STATE IMMEDIATE OWNER OWNERSHIP PRINCIPAL BUSINESS PERCENTAGE+ - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Valores Monterrey Aetna, Mexico (1) (b) Aetna Internacional de 15%ee Holding Company S.A. de C.V. Mexico S.A. de C.V. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Meximed, S.A. de C.V. Mexico (1) (*) Valores Monterrey 100% Services for insureds for Aetna, S.A. de C.V. hospitals admissions and claims processing - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Fianzas Monterrey Aetna, Mexico (1) (*) Valores Monterrey 100% Issuance of Bonds S.A. Aetna, S.A. de C.V. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Seguros Monterrey Aetna, Mexico (1) (*) Valores Monterrey 100% Insurance and Reinsurance S.A. Aetna, S.A. de C.V. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Grupo Vamsa, S.A. de C.V. Mexico (1) (*) Valores Monterrey 100% Legal Administration and Aetna, S.A. de C.V. Financial Services - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Asesores en Promocion Mexico (1) (*) Valores Monterrey 95% Marketing of Segunos Segunomina S.A. de C.V. Aetna, S.A. de C.V. products/payroll discounts - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Chile Seguros Chile (1) (*) Aetna S.A. 98% Casualty insurance company Generales S.A. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Administradora de Chile (1) (*) Aetna S.A. 100% Real Estate Investment rust Fondos de Inversion S.A. Management Co. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Chile Seguros de Vida Chile (1) (*) Aetna S.A. 100% Life Insurance Company S.A. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Pensiones S.A. Chile (1) (*) Aetna S.A. 100% Holding Company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Credito Hipotecario Chile (1) (*) Aetna S.A. 100% Mortgage Company S.A. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Vida S.A. Argentina (1) (*) Aetna S.A. 60% Health and Life Insurance - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna International Peru Peru (1) (*) Aetna S.A. 86%ff Holding Company S.A. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Salud S.A. Chile (1) (*) Aetna S.A. 90% Health Indemnity - Chile - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Administradora de Fondos de Chile (1) (*) Aetna Pensiones S.A. 52% Pension Funds Management Company Pensiones Santa Maria S.A. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Santa Maria Internacional Chile (1) (*) Administradora de 100% Pension Administration S.A. Fondos de Pensiones Santa Maria S.A. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- - ----------------------- ee Aetna International, Inc. and AE Five, Incorporated each own 15% of this corporation. ff Aetna Chile Seguros De Vida S.A. and Aetna Chile Seguros Generales S. A. have combined ownership of 14%. 14 - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- COMPANY STATE IMMEDIATE OWNER OWNERSHIP PRINCIPAL BUSINESS PERCENTAGE+ - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Pensiones Peru S.A. Peru (1) (*) Santa Maria 71%gg Investment Internacional S.A. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Administradora de Fondos de Peru (1) (*) Aetna Pensiones Peru 30%hh Pension Funds Management Company Pensiones Integra S.A. S.A. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Compania De Seguros Condor Peru (1) (*) Aetna International 34% Insurance and Reinsurance S.A. Peru S.A. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Immobilaria Padre Marinano Chile (1) (*) Aetna Credito 99%ii Real Estate Development S.A. Hipotecario S.A. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Life Insurance Canada (1) (*) Aetna Canada Holdings 100% Life, accident and sickness Company of Canada Limited insurance - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Equinox Financial Group Inc. Canada (1) (*) Aetna Canada Holdings 92%jj Distributor of life insurance, Limited financial and related products - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- 2733854 Canada Ltd. Canada (1) (*) Aetna Canada Holdings 70%kk Marketing of life ins. and Limited related products - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Capital Management Ontario (1) (*) Aetna Canada Holdings 15% Investment Counselor Portfolio Limited Limited Manager - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Acceptance Ontario (1) (*) Aetna Canada Holdings 100% Provision of Financial Corporation Limited Limited Assistance to Agents to Assist in growth of business - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Eclipse Claims Services, Ontario (1) (**) Aetna Life Insurance 25% Electronic Claims adjustment Inc. Company of Canada services - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Benefits Management, Canada (1) (*) Aetna Life Insurance 100% Claims Administration and Inc. Company of Canada Actuarial Services - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Landex Properties Ltd. British Columbia (1) (*) Aetna Life Insurance 100% Real Estate acquisitions Company of Canada - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Mount-Batten Properties Ontario (1) (*) Aetna Life Insurance 100% Acquisition, development and Limited Company of Canada management of Real Estate - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- - ------------------------ gg Aetna S.A. owns 29% of this company. hh Aetna Pensiones Peru S.A. owns 30% of this company. ii Aetna S.A. owns 1% of this company. jj Aetna Life Insurance Company of Canada owns 8% of this corporation. kk Equinox Financial Group, Inc. owns 30% of this corporation. 15 - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- COMPANY STATE IMMEDIATE OWNER OWNERSHIP PRINCIPAL BUSINESS PERCENTAGE+ - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- 3158047 Canada Limited Canada (1) (*) Aetna Life Insurance 100% Acquisition, development and Company of Canada management of Real Estate - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- 3273806 Canada Limited Canada (1) (*) Aetna Life Insurance 100% Real Estate Holding Company Company of Canada - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- PVS Preferred Vision Canada (1) (**) Aetna Benefits 20% Provider of Ophthalmic, Service Services Inc. Management, Inc. for four major shareholders - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Churchill Office Park Canada (1) (**) Mount-Batten Properties 45% Real Estate Development of Limited Limited Ottawa site - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Health (N.Z.) Limited New Zealand (1) (*) Aetna International 50% Health Insurance Underwriting (N.Z.) Limited - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Life Insurance (N.Z.) New Zealand (1) (*) Aetna Health (N.Z.) 100% Group benefits/pension Limited Limited management - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- First Medical Corporation New Zealand (1) (*) Aetna Health (N.Z.) 100% Indemnity Health Insurance Limited Limited - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Managed Care (New Zealand) New Zealand (1) (*) Aetna Health (N.Z.) 100% Super annuitization/long term Limited Limited care - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Prime Health Limited New Zealand (1) (*) Managed Care (New 50% Buying and managing risk for Zealand) Limited publicly funded health services and providing management services and infrastructure to its network of doctors - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- PLJ Holdings Limited Hong Kong (1) (*) Aetna Investment 100% Investment Management & Management (F.E.) Securities Trading Holdings Limited - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Investment Management Hong Kong (1) (*) Aetna Investment 100% Investment Management. & (F.E.) Limited Management (F.E.) Advisory Services for Holdings Limited Individual Clients and Investment Funds - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna International Fund Hong Kong (1) (*) Aetna Investment 100% Investment & Unit Trust Managers Limited Management (F.E.) Management Holdings Limited - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Aetna Investment Management Hong Kong (1) (*) Aetna Investment 100% Nominee Services Holding Assets (F.E.) Nominees Limited Management (F.E.) of AIM F.E.'s Customers in Holdings Limited street name - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- 16 - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- COMPANY STATE IMMEDIATE OWNER OWNERSHIP PRINCIPAL BUSINESS PERCENTAGE+ - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Kwang HUA Securities Taiwan (1) (*) Aetna Investment 14% Securities Investment & Trust Investment & Trust Co. Ltd. Management (F.E.) Holdings Limited - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- U.S. Healthcare Financial DE (1) (*) U.S. Healthcare, Inc. 100% Holding company Services, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Primary Holdings, Inc. DE (1) (*) U.S. Healthcare, Inc. 100% Holding company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- U.S. Healthcare Dental PA (1) (*) U.S. Healthcare, Inc. 100% Dental Plan, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- U.S. Healthcare Dental NJ (1) (*) U.S. Healthcare, Inc. 100% Dental Plan, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- U.S. Healthcare Dental DE (1) (*) U.S. Healthcare, Inc. 100% Dental Plan, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- U.S. Health Insurance NY (1) (*) U.S. Healthcare, Inc. 100% Accident and health insurance Company company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Corporate Health Insurance MN (1) (*) U.S. Healthcare, Inc. 100% Accident and health insurance Company company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- U.S. Managed Care, Inc. MD (1) (*) U.S. Healthcare, Inc. 100% Utilization review - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Health Maintenance NJ (1) (*) U.S. Healthcare, Inc. 100% HMO Organization of New Jersey, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- U.S. Healthcare, Inc. NY (1) (*) U.S. Healthcare, Inc. 100% HMO - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- U.S. Healthcare, Inc. CT (1) (*) U.S. Healthcare, Inc. 100% HMO - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- U.S. Healthcare, Inc. MA (1) (*) U.S. Healthcare, Inc. 100% HMO - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- U.S. Healthcare, Inc. DE (1) (*) U.S. Healthcare, Inc. 100% HMO - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- U.S. Healthcare of New NH (1) (*) U.S. Healthcare, Inc. 100% HMO Hampshire, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Advent Investments, Inc. DE (1) (*) U.S. Healthcare 100% DE Holding company Financial Services, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Independent Investments, DE (1) (*) U.S. Healthcare 100% DE Holding company Inc. Financial Services, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- United States Physicians PA (1) (*) U.S. Healthcare 100% Financial Services to Physicians Care Systems, Inc. Financial Services, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- United States Home Health PA (1) (*) U.S. Healthcare 100% Inactive - other medical Care Systems, Inc. Financial Services, services Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- 17 - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- COMPANY STATE IMMEDIATE OWNER OWNERSHIP PRINCIPAL BUSINESS PERCENTAGE+ - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- U.S. Health Aviation Corp. PA (1) (*) U.S. Healthcare 100% Ownership and operation of Financial Services, airplanes Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- U.S. Healthcare Properties, PA (1) (*) U.S. Healthcare 100% Holding company for real estate Inc. Financial Services, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Criterion Communications DE (1) (*) U.S. Healthcare 51% Corporation communications Inc. Financial Services, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Inteli-Health, Inc. DE (1) (*) U.S. Healthcare 98% Software development Financial Services, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- USHC Management Services DE (1) (*) U.S. Healthcare 100% Management and financial Corporation Financial Services, Inc. services to network providers - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- U.S. Healthcare Advantage, DE (1) (*) Advent Investments, Inc. 100% Holding company Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Healthcare Data Interchange DE (1) (*) Advent Investments, Inc. 100% Software development Corporation - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Wissahickon Payment DE (1) (*) Advent Investments, Inc. 100% Third party administrator Administrators, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Advent Financial Services, DE (1) (*) U.S. Healthcare 100% Holding company Inc. Advantage, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Corporate Health PA (1) (*) Advent Financial 100% Third party administrator for Administrators, Inc. Services, Inc. self-insured plans - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Managed Care Coordinators, DE (1) (*) Advent Financial 100% evaluation and administration Inc. Services, Inc. of multiple health plans - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- U.S. Phoenix Corporation PA (1) (*) Advent Financial 100% Shell Services, Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- U.S. Quality Algorithms, PA (1) (*) Advent Financial 100% Services to analyze the quality Inc. Services, Inc. and effectiveness of medical care - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Workers Comp Advantage, Inc. PA (1) (*) Advent Financial 100% Case management and other Services, Inc. medical management services for employers on costs related to workers' compensation claims - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Orion Computer Systems, Inc. PA (1) (*) Healthcare Data 100% Software development Interchange Corporation - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Primary Investments, Inc. DE (1) (*) Primary Holdings, Inc. 100% Holding company - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- 18 - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- COMPANY STATE IMMEDIATE OWNER OWNERSHIP PRINCIPAL BUSINESS PERCENTAGE+ - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- United States Health Care PA (1) (*) Primary Investments, 100% HMO Systems of Pennsylvania, Inc. Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- U.S. Healthcare, Inc. VA (1) (*) Primary Investments, 100% HMO Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- U.S. Healthcare, Inc. OH (1) (*) Primary Investments, 100% HMO Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- U.S. Healthcare of the NC (1) (*) Primary Investments, 100% HMO Carolinas, Inc. Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- U.S. Healthcare of Georgia, GA (1) (*) Primary Investments, 100% HMO Inc. Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- Advent HMO Corporation ND (1) (*) Primary Investments, 100% Inactive Inc. - ----------------------------- ---------------------------- ------------------------- ------------- --------------------------------- U.S. Health Insurance CT (1) (*) Primary Investments, 100% Accident and health insurance Company Inc. company - ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
19 Item 27. Number of Contract Owners - ---------------------------------- As of December 31,1996, there were 600,951 individuals holding interests in variable annuity contracts funded through Variable Annuity Account C. 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 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 Underwriter - ------------------------------ (a) In addition to serving as the principal underwriter and depositor for the Registrant, Aetna Life Insurance and Annuity Company (ALIAC) 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 registered management investment companies under the 1940 Act). Additionally, ALIAC acts as the principal underwriter and depositor for Variable Life Account B and Variable Annuity Accounts B and G (separate accounts of ALIAC registered as unit investment trusts under the 1940 Act). ALIAC is also the principal underwriter for Variable Annuity Account I (a separate account of Aetna Insurance Company of America registered as a unit investment trust under the 1940 Act). (b) See Item 25 regarding the Depositor. (c) Compensation as of December 31, 1996: (1) (2) (3) (4) (5) Name of Net Underwriting Compensation on Principal Discounts and Redemption or Brokerage Underwriter Commissions Annuitization Commissions Compensation* - ----------- ----------- ------------- ----------- ------------- Aetna Life $1,325,661 $96,924,599 Insurance and 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. 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 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) The Company hereby represents that it is relying upon and complies with the provisions of Paragraphs (1) through (4) of the SEC Staff's No-Action Letter dated November 22, 1988 with respect to language concerning withdrawal restrictions applicable to plans established pursuant to Section 403(b) of the Internal Revenue Code. See American Counsel of Life Insurance; SEC No-Action Letter, [1989 Transfer Binder] Fed. SEC. L. Rep. (CCH) P. 78,904 at 78,523 (November 22, 1988). (e) 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. (f) 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, has duly caused this Post-Effective Amendment No. 12 to its Registration Statement on Form N-4 (File No. 33-75964) 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 February, 1997. VARIABLE ANNUITY ACCOUNT C OF AETNA LIFE INSURANCE AND ANNUITY COMPANY (Registrant) By: AETNA LIFE INSURANCE AND ANNUITY COMPANY (Depositor) By: Daniel P. Kearney* ---------------------------------- Daniel P. Kearney President As required by the Securities Act of 1933, this Post-Effective Amendment No. 12 to the Registration Statement on Form N-4 (File No. 33-75964) has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- Daniel P. Kearney* Director and President ) - ------------------------------- Daniel P. Kearney (principal executive officer) ) ) Timothy A. Holt* Director, Senior Vice President and ) February - ------------------------------- Timothy A. Holt Chief Financial Officer ) 11, 1997 ) Christopher J. Burns* Director ) - ------------------------------- Christopher J. Burns ) ) Laura R. Estes* Director ) - ------------------------------- Laura R. Estes ) ) Gail P. Johnson* Director ) - ------------------------------- Gail P. Johnson ) ) John Y. Kim* Director ) - ------------------------------- John Y. Kim ) ) Shaun P. Mathews* Director ) - ------------------------------- Shaun P. Mathews ) ) Glen Salow* Director ) - ------------------------------- Glen Salow ) ) Creed R. Terry* Director ) - ------------------------------- Creed R. Terry ) ) Deborah Koltenuk* Vice President and Treasurer, Corporate Controller ) - ------------------------------- Deborah Koltenuk )
By: /s/ Julie E. Rockmore ------------------------------------- *Julie E. Rockmore Attorney-in-Fact VARIABLE ANNUITY ACCOUNT C EXHIBIT INDEX
Exhibit No. Exhibit Page - ----------- ------- ---- 99-B.1 Resolution of the Board of Directors of Aetna Life Insurance and * Annuity Company establishing Variable Annuity Account C 99-B.3.1 Form of Broker-Dealer Agreement * 99-B.3.2 Alternative Form of Wholesaling Agreement and Related Selling * Agreement 99-B.4.1 Form of Variable Annuity Contract (G-CDA-HF) * 99-B.4.2 Form of Variable Annuity Contract (IA-CDA-IA) * 99-B.4.3 Form of Variable Annuity Contract (G-CDA-HD) * 99-B.4.4 Form of Variable Annuity Contract (GIT-CDA-HO) ----------------- 99-B.4.5 Form of Variable Annuity Contract (GLIT-CDA-HO) ----------------- 99-B.4.6 Form of Variable Annuity Contract (GST-CDA-HO) ----------------- 99-B.4.7 Form of Variable Annuity Contract (I-CDA-HD) ----------------- 99-B.4.8 Endorsements (EIGET-IC(R), EIGF-IC and EGF-IC(SPD)) to * Contract IA-CDA-IA 99-B.4.9 Endorsement (EGET-IC(R)) to Contracts G-CDA-HD and * G-CDA-HF 99-B.4.10 Form of Endorsement (403(b)END(1/97)) to Contracts GIT- CDA-HO, GLIT-CDA-HOand GST-CDA-HO ----------------- 99-B.5 Form of Variable Annuity Contract Application * 99-B.6.1 Certification of Incorporation and By-Laws of Depositor * *Incorporated by reference **To be filed by amendment Exhibit No. Exhibit Page - ----------- ------- ----- 99-B.6.2 Amendment of Certificate of Incorporation by Depositor ----------------- 99-B.8.1 Fund Participation Agreement (Amended and Restated) * between Aetna Life Insurance and Annuity Company, Alger American Fund and Fred Alger Management, Inc. dated March 31, 1995 99-B.8.2 Fund Participation Agreement between Aetna Life Insurance * and Annuity Company and Calvert Asset Management Company (Calvert Responsibility Invested Balanced Portfolio, formerly Calvert Socially Responsible Series) dated March 13, 1989 and amended December 27, 1993 99-B.8.3 Second Amendment dated January 1, 1996 to Fund * Participation Agreement between Aetna Life Insurance and Annuity Company and Calvert Asset Management Company (Calvert Responsibly Invested Balanced Portfolio, formerly Calvert Socially Responsible Series) dated March 13, 1989 and amended December 27, 1993 99-B.8.4 Fund Participation Agreement between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund and Fidelity Distributors Corporation dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996 and March 1, 1996 ----------------- 99-B.8.5 Fund Participation Agreement between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund II and Fidelity Distributors Corporation dated February 1, 1994 and amended on December 15, 1994, February 1. 1995, May 1, 1995, January 1, 1996 and March 1,1996 ----------------- 99-B.8.6 Service Agreement between Aetna Life Insurance and * Annuity Company and Fidelity Investments Institutional Operations Company dated as of November 1, 1995 99-B.8.7 Fund Participation Agreement between Aetna Life Insurance * and Annuity Company and Franklin Advisers, Inc. dated January 31, 1989 *Incorporated by reference **To be filed by amendment Exhibit No. Exhibit Page - ----------- ------- ---- 99-B.8.8 Fund Participation Agreement between Aetna Life Insurance * and Annuity Company and Janus Aspen Series dated April 19, 1994 and amended March 1, 1996 99-B.8.9 Fund Participation Agreement between Aetna Life Insurance * and Annuity Company and Lexington Management Corporation regarding Natural Resources Trust dated December 1, 1988 and amended February 11, 1991 99-B.8.10 Fund Participation Agreement between Aetna Life Insurance * and Annuity Company and Advisers Management Trust (now Neuberger & Berman Advisers Management Trust) dated April 14, 1989 and as assigned and modified on May 1, 1995 99-B.8.11 Fund Participation Agreement between Aetna Life Insurance * and Annuity Company and Scudder Variable Life Investment Fund dated April 27, 1992 and amended February 19, 1993 and August 13, 1993 99-B.8.12 Amendment dated as of February 20, 1996 to Fund * Participation Agreement between Aetna Life Insurance and Annuity Company and Scudder Variable Life Investment Fund dated April 27, 1992 as amended February 19, 1993 and August 13, 1993 99-B.8.13 Fund Participation Agreement between Aetna Life Insurance * and Annuity Company, Investors Research Corporation and TCI Portfolios, Inc. dated July 29, 1992 and amended December 22, 1992 and June 1, 1994 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 Compensation of Performance Data * 99-B.15.1 Powers of Attorney ----------------- *Incorporated by reference **To be filed by amendment Exhibit No. Exhibit Page - ----------- ------- ----- 99-B.15.2 Authorization for Signatures * 27 Financial Data Schedule ** *Incorporated by reference **To be filed by amendment
EX-99.B.4.4 2 VARIABLE ANNUITY CONTRACT GIT-CDA-HO Aetna Life Insurance and Annuity Company Home Office: 151 FARMINGTON AVE. HARTFORD, CONNECTICUT 06156 (203) 273-0123 Herein called Aetna Agrees to pay benefits as stated in this Contract. DETAILS OF VARIABLE FEATURES OF THIS CONTRACT ARE IN THE DEPOSIT, RESERVE, AND SURRENDER PROVISIONS, AND ANNUITY PROVISIONS. RIGHT TO CANCEL The Owner may cancel this Contract within 10 days of receiving it, by sending a written notice to Aetna at the above address or to the agent from whom it was purchased. Aetna will return all payments made for this Contract within 7 days after it receives the notice of cancellation and this Contract. This page, and the following pages, and the application, make up the entire Contract. Signed at Hartford, Connecticut on the Effective Date. /s/ Stephen B. Middlebrook /s/ William O. Bailey Secretary President GROUP VARIABLE OR FIXED ANNUITY OR COMBINATION CONTRACT NON-PARTICIPATING ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT. SPECIFICATIONS PLAN OWNER GROUP CONTRACT NO. EFFECTIVE DATE THIS CONTRACT IS DELIVERED IN AND IS SUBJECT TO THE LAWS OF THAT JURISDICTION Deduction From Deposit(s) - The amount of the Net Deposit(s) applied will be the deposit(s) received minus a deduction for premium taxes, if any then deducted (see Deposit, Reserve, and Surrender Provisions of this Contract). Deductions From The Separate Account And The Funds - Total deductions equal 1.5% on an annual basis. Once Annuity payments begin, Aetna must earn a gross return on the assets of the Separate Account of: (a) 5% on an annual basis if an assumed net return rate of 3.5% is chosen; or (b) 6.5% on an annual basis if an assumed net return rate of 5% is chosen; in order that the dollar amount of the Variable Annuity payments will not decrease. 2 COVER SHEET This Contract is a legal contract between the Owner and Aetna. READ THIS CONTRACT CAREFULLY. This cover sheet is only a brief outline of some of the important features of this Contract. This cover sheet is not the insurance contract. Only the actual terms of this Contract will control. This Contract sets forth, in detail, all of the rights and obligations of both you and Aetna. IT IS THEREFORE IMPORTANT THAT YOU READ THIS CONTRACT CAREFULLY. TABLE OF CONTENTS Page GENERAL DEFINITIONS 1. Participant.............................................................5 2. Annuitant...............................................................5 3. Annuity.................................................................5 4. Fixed Annuity...........................................................5 5. Variable Annuity........................................................5 6. General Account.........................................................5 7. Separate Accounts.......................................................5 8. Fund(s).................................................................5 9. Valuation Period........................................................6 GENERAL PROVISIONS 1. Contract................................................................7 2. Incontestability........................................................7 3. Control of Contract and Individual Accounts.............................7 4. Change of Contract by Aetna.............................................7 5. Individual Certificates.................................................7 6. Designation of Beneficiary..............................................7 7. Misstatements and Adjustments...........................................8 8. State Laws..............................................................8 9. Grace Period............................................................8 10. Non-Participating Contract.............................................8 DEPOSIT, RESERVE, AND SURRENDER PROVISIONS 1. Net Deposit.............................................................8 2. Individual Accounts.....................................................8 3. Guaranteed Interest Rate -- General Account.............................8 4. Record Units - Separate Account.........................................9 5. Investment Increment Factors - Separate Account.........................9 6. Record Unit Value - Separate Account...................................10 7. Individual Account Reserve.............................................10 8. Active Life Fund.......................................................10 9. Experience Credits.....................................................10 3 10. Transfer of Individual Account Reserves...............................10 11. Notice to the Owner...................................................11 12. Sum Payable at Death (Before Annuity Payments Start)..................11 13. Surrender Value.......................................................11 ANNUITY PROVISIONS 1. Choices to be Made.....................................................12 2. Fund(s) Annuity Units - Separate Account...............................12 3. Fund(s) Annuity Unit Value - Separate Account..........................13 4. Annuity Options........................................................13 5. Special Terms Under Annuity Options....................................23 6. Other Terms of Annuity Options.........................................23 7. Death of Annuitant/Beneficiary.........................................23 4 GENERAL DEFINITIONS 1. PARTICIPANT - A person for whom benefits are being provided under this Contract. 2. ANNUITANT - A Participant or beneficiary on whose life an Annuity has been effected under this Contract. 3. ANNUITY - Payment of an income: . (a) for the life of one or two people; (b) for a stated period; (c) for some mix of (a) and (b); or (d) until there are no funds left. 4. FIXED ANNUITY - An Annuity of a fixed dollar amount paid from the General Account. 5. VARIABLE ANNUITY - An Annuity of a varying dollar amount paid from the Separate Account. 6. GENERAL ACCOUNT - The Account which holds the assets of Aetna, other than those assets of Aetna in the Separate Accounts. Reserves for a Fixed Annuity are held in the General Account. 7. SEPARATE ACCOUNTS - Accounts set up by Aetna under the Connecticut Insurance Laws. Assets for this class of variable contracts are set apart from other assets of Aetna. Reserves for a Variable Annuity are held in a Separate Account and invested in shares of Fund(s). 8. FUND(S) - The open-end management investment companies (mutual funds) registered under the Investment Company Act of 1940. They are: (a) Aetna Variable Fund (Variable Fund); (b) Aetna Variable Encore Fund, Inc. (Encore Fund); (c) Aetna Income Shares, Inc. (Income Fund); and (d) Other funds (if any) which Aetna may allow. 9. VALUATION PERIOD - The period of time from the end of one business day to the end of the next business day. 5 GENERAL PROVISIONS 1. Contract This Contract may be changed only by an officer of Aetna. Any change must be made in writing. Any choices under this Contract by the Owner, Annuitant or beneficiary must be in writing. Until receipt of such choices in the Home Office of Aetna, Aetna may rely on any previous choices made. Aetna will make Annuity payments as and when due. Any other payments will be made by Aetna within 7 days of receipt of the written claim for payment, except as otherwise provided in the Surrender Value provision. 2. Incontestability Aetna cannot cancel this Contract because of any error of fact on the application. 3. Control of Contract and Individual Accounts Each Participant shall be entitled to all amounts held in his Individual Account. Each Participant shall be entitled to make any choices allowed by this Contract with respect to Individual Accounts. All other rights in the contract shall rest with the Owner. This Contract, and any Individual Accounts, shall not be subject to the claims of any creditors. 4. Change of Contract by Aetna Aetna may change any of the terms of this Contract. Aetna will notify the Owner in writing 30 days before the effective date of any such change. Any such change will not affect the amount or terms of any Annuity which began prior to such change. Changes that affect the following provisions of this Contract: (a) Annuity Options; (b) Net Deposit; (c) Guaranteed Interest Rate; (d) Individual Account Reserve; and (e) Surrender Value; will only apply to deposits made on behalf of Participants who become covered under this Contract on or after the effective date of such change. If the Owner fails to agree to any such change, no new Participants may be covered under this Contract. This Contract is subject to change as required by federal or state law. 5. Individual Certificates Aetna shall issue certificates for each Participant as required by the state in which this Contract is delivered. The certificate will contain a summary of the benefits provided by this Contract. Certificates are not a part of this Contract. 6. Designation of Beneficiary 6 The beneficiary for each Participant shall be as named, or later changed, by the Owner. If no beneficiary is living at the death of the Participant, payment of any amount due will be made to the Owner. 7. Misstatements and Adjustments If the age or sex of any payee is found to be misstated, the correct facts will be used to adjust payments. 8. State Laws This Contract follows the laws of the state in which it is delivered. Any cash, death or Annuity payments are equal to or greater than the minimum required by such laws. 9. Grace Period This Contract will remain in effect even if deposits are not continued. 10. Non-Participating Contract The Owner will have no right to share in the earnings of Aetna. DEPOSIT, RESERVE, AND SURRENDER PROVISIONS 1. Net Deposit The Net Deposit is the actual deposit minus a charge to pay premium taxes, if any. As a rule, Aetna will take this charge out of an Individual Account Reserve (see below) when annuity payments are to start. But, if Aetna determines that it must pay any imposed premium tax at any other time, it may take out the charge at any time. 2. Individual Accounts Aetna will maintain Individual Accounts for each Participant. On the basis of information supplied by the Owner, Aetna will credit the Net Deposit(s) to such Accounts in either: (a) the General Account; (b) the Separate Account where they are invested in Fund(s) as directed by the Owner; or (c) a mix of (a) and (b). 3. Guaranteed Interest Rate -- General Account 7 On Net Deposit(s) made to the General Account, Aetna will add interest daily at an annual rate no less than: (a) 4% except under the Annuity Provisions; and (b) 3.5% under the Annuity Provisions. Aetna may add interest daily at any higher rate. 4. Record Units - Separate Account The portion of the Net Deposit applied to the Separate Account Fund(s) will determine the number of Record Units. This number is equal to the Net Deposit(s) divided by the Record Unit Value (see below) for the Valuation Period when the Net Deposit is received. 5. Investment Increment Factors - Separate Account Investment Increment Factors are those items used to determine a Fund's net return factor for each Valuation Period. The net return factor(s) are then used to compute all Separate Account values and payments. The gross return is equal to: (a) investment income; plus (b) realized and unrealized capital gains; minus (c) realized and unrealized capital losses; minus (d) certain investment expenses; and minus (e) a daily charge at an annual rate of .25% for investment management expense and profit. The gross return is divided by the net assets of the Fund at the start of the Valuation Period to compute the gross return rate. A gross return rate may be more or less than 0. The net return rate is equal to: (a) the gross return rate; plus or minus (b) taxes (or charges to a tax reserve) on the Separate Account; and minus (c) a daily charge at an annual rate of 1.25% for annuity mortality and expense risks and profit. 8 A net return rate may be more or less than 0. The net return factor for each Fund is equal to the net return rate plus 1.000000. 6. Record Unit Value - Separate Account The Record Unit Value for each Separate Account Fund is computed by multiplying the net return factor for the current Valuation Period by the Record Unit Value for the previous Period. The dollar value of Record Units, Separate Account Reserves, and Variable Annuity payments may go up or down due to investment gain or loss. 7. Individual Account Reserve The Individual Account Reserve for each Participant is equal to: (a) Net Deposits credited to the General Account (if any); plus (b) General Account interest added by Aetna; plus (c) the value of Separate Account Record Units (if any); plus (d) any amount due to Experience Credits (see below); minus (e) a charge of $20 on each anniversary of each Individual Account effective date; and (f) any amounts previously surrendered. 8. Active Life Fund The Active Life Fund is equal to the combined Reserves of all Individual Accounts, except those Accounts applied to the payment of Annuities. 9. Experience Credits Aetna may apply Experience Credits to Individual Accounts in the Active Life Fund under this Contract. Any such credit will be computed as decided by Aetna. 10. Transfer of Individual Account Reserves The Owner may transfer any portion of the Individual Account Reserves from any Fund to any other Fund or to the General Account. Reserves cannot be transferred from the General Account to any of the Funds. A transfer of Reserves cannot be made within 90 days of a previous transfer. 11. Notice to the Owner 9 Aetna will notify the Owner each year of: (a) the investments held in the Fund(s) for the Separate Account; and (b) the number of record units; or (c) the number of annuity units; and (d) the value of a unit. Such number or values will be as of a date no more than 60 days before the date of the notice. 12. Sum Payable at Death (Before Annuity Payments Start) Aetna will pay to the beneficiary the Individual Account Reserve if: (a) the participant dies before Annuity payments start; and (b) the notice of death is received by Aetna. The sum paid will be the Reserve on the date when the notice is received. The beneficiary may choose to apply any sum under Annuity Options (see Annuity Provisions). 13. Surrender Value The amount paid by Aetna upon the surrender of all or any portion of the Active Life Fund or Individual Account(s) shall be reduced by a surrender fee. The surrender fee will be a percentage of the amount surrendered and will vary according to the number of Deposit Cycles completed for the Individual Account(s) being surrendered. The number of deposits to be made in a year is chosen by the Owner. A Deposit Cycle is completed when this number of deposits has been made. For each surrender from an Individual Account, the fee will be as follows: Number of Deposit Cycles Completed Fee Less than 5 5% 5 or more but less than 7 4% 7 or more but less than 9 3% 9 or more 2% In no event, however, will the Fee on a total surrender of an Individual Account exceed 9% of the actual deposits made to that Account. 10 If the Active Life Fund invested in the General Account exceeds $500,000, Aetna reserves the right to pay out any surrender in equal installments over a period not to exceed 60 months. Under certain emergency conditions, Aetna has the right to defer payment of any surrender value as provided by federal or state law. ANNUITY PROVISIONS 1. Choices to be Made The Owner may tell Aetna to pay the Individual Account Reserve (minus any charges for premium taxes) as a premium for an Annuity under Options 2, 3, 4, and 5 (see below). The first Annuity payment must generally be made no later than the first day of the month following the Annuitant's 75th birthday. The Owner may tell Aetna to make the first Annuity payment on the first day of any prior month. When any option is chosen, the Owner or beneficiary choosing the option must tell, Aetna if payments are to be made other than monthly. They must also tell Aetna to pay: (a) a Fixed Annuity; (b) a Variable Annuity using Variable Fund; (c) a Variable Annuity using Income Fund; or (d) any mix of these. When choosing a Variable Annuity, an assumed net return rate of 5% per year may be chosen. If not chosen, Aetna will use an assumed net return rate of 3.5% per year. 2. Fund(s) Annuity Units - Separate Account The amount of the first Variable Annuity payment will be equal to: (a) the portion of the Individual Account Reserve (minus any charges for premium taxes) to be used to pay a Variable Annuity using the Fund(s);times (b) the rate for each $1,000 for the Option chosen. Such amount, or portion, of the payment using a Fund will be divided by the Fund(s) Annuity Unit Value (see below) on the due date of the first payment to determine the number of the Fund(s) Annuity Units. 11 Such number of the Fund(s) Annuity Units remains fixed. Each future payment is equal to such number times the Fund(s) Annuity Unit Value on the due date of each payment. 3. Fund(s) Annuity Unit Value - Separate Account For any Valuation Period the Fund(s) Annuity Unit Value is equal to: (a) the Value for the next previous Period; times (b) the net return factor(s) (see Investment Increment Factors - Separate Account provisions) for the tenth previous Period; times (c) a factor to reflect the assumed net return rate. The factor for 3.5% per year is .9999058; for 5% per year it is .9998663. The dollar amount of Annuity Units, values, and payments may go up or down due to investment gain or loss. Payments shall not be changed due to mortality or expense results. 4. Annuity Options Option 1 - Payment of Interest on Sum Left With Aetna - This option may be used only by the beneficiary when the death of the Participant is before Aetna has started paying an Annuity. A portion or all of the sum due may be held in the General Account of Aetna at interest (see Guaranteed Interest Rate - General Account provision). The beneficiary may later tell Aetna to: (a) pay a portion, or all, of the sum held by Aetna; or (b) apply a portion, or all, of the sum held by Aetna under any of the Annuity Options below. Option 2 - Payments of a Stated Dollar Amount - An Annuity of a chosen amount will be paid until there are no funds left. The payments to be made in a year must be no less than $60 for each $1,000 applied to this Option, but cannot exceed an amount which would deplete the funds in less than 3 years. Where there is a right under Federal Securities Law to forgo future payments and receive the present value of the Annuity under this Option in a lump sum, the exercise of that right within a 3 year period after the start of payments shall be treated as a surrender (see Surrender Value under Deposit, Reserve and Surrender Provisions). 12 Option 3 - Payments for a Stated Period of Time - An Annuity will be paid for the number of years chosen. The number of years must be no less than 3 and no more than 30. Where there is a right under Federal Securities Law to forgo future payments and receive the present value of the Annuity under this Option in a lump sum, the exercise of that right within a 3 year period after the start of payments shall be treated as a surrender (see Surrender Value under Deposit, Reserve and Surrender Provisions). 13 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 3.5%; and Rates for a Variable Annuity with Assumed Net Return Rate of 3.5% PAYMENTS FOR A STATED PERIOD
Years Years Years of Pay- Amount of of Pay- Amount of of Pay- Amount of ments Payments ments Payments ments Payments ----- -------- ----- -------- ----- -------- 3 $29.19 13 $7.94 22 $5.39 4 22.27 14 7.49 23 5.24 5 18.12 15 7.10 24 5.09 6 15.35 16 6.76 25 4.96 7 13.38 17 6.47 26 4.84 8 11.90 18 6.20 27 4.73 9 10.75 19 5.97 28 4.63 10 9.83 20 5.75 29 4.53 11 9.09 21 5.56 30 4.45 12 8.46
Rates for a Variable Annuity with Assumed Net Return Rate of 5% PAYMENTS FOR A STATED PERIOD
Years Years Years of Pay- Amount of of Pay- Amount of of Pay- Amount of ments Payments ments Payments ments Payments ----- -------- ----- -------- ----- -------- 3 $29.80 13 $8.64 22 $6.17 4 22.89 14 8.20 23 6.02 5 18.74 15 7.82 24 5.88 6 15.99 16 7.49 25 5.76 7 14.02 17 7.20 26 5.65 8 12.56 18 6.94 27 5.54 9 11.42 19 6.71 28 5.45 10 10.51 20 6.51 29 5.36 11 9.77 21 6.33 30 5.28 12 9.16
14 Option 4 - Life Income - An Annuity will be paid for life. Payments may be made for a minimum stated period, if chosen, of 60, 120, 180 or 240 months. If the Annuitant dies before the end of such stated period, payments will be made to the beneficiary for the rest of the stated period. 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 3.5%; and Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%
LIFE INCOME WITH Age of Payments Guaranteed for a Stated Period of Months: Annuitant None 60 120 180 240 Male Female ---- ------ ---- -- --- --- --- 50 55 $4.98 $4.96 $4.89 $4.77 $4.62 51 56 5.08 5.05 4.98 4.85 4.68 52 57 5.18 5.16 5.07 4.93 4.74 53 58 5.30 5.26 5.17 5.01 4.80 54 59 5.41 5.38 5.27 5.09 4.86 55 60 5.54 5.49 5.37 5.17 4.92 56 61 5.67 5.62 5.48 5.26 4.98 57 62 5.80 5.75 5.59 5.35 5.04 58 63 5.95 5.89 5.71 5.44 5.10 59 64 6.10 6.03 5.83 5.53 5.16 60 65 6.27 6.19 5.96 5.62 5.22 61 66 6.44 6.35 6.09 5.72 5.27 62 67 6.63 6.52 6.23 5.81 5.33 63 68 6.82 6.71 6.38 5.91 5.38 64 69 7.04 6.90 6.53 6.00 5.43 65 70 7.26 7.11 6.68 6.10 5.47 66 71 7.50 7.33 6.84 6.19 5.52 67 72 7.76 7.56 7.01 6.28 5.55 68 73 8.04 7.80 7.18 6.37 5.59 69 74 8.34 8.07 7.35 6.46 5.62 70 75 8.67 8.34 7.52 6.54 5.65 71 9.01 8.63 7.70 6.62 5.67 72 9.39 8.94 7.88 6.69 5.69 73 9.79 9.26 8.05 6.76 5.71 74 10.22 9.61 8.22 6.81 5.72 75 10.69 9.96 8.39 6.87 5.73
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. 15 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%
LIFE INCOME WITH Age of Payments Guaranteed for a Stated Period of Months: Annuitant None 60 120 180 240 Male Female ---- ------ ---- -- --- --- --- 50 55 5.89 5.86 5.78 5.65 5.48 51 56 5.99 5.96 5.86 5.71 5.53 52 57 6.09 6.06 5.95 5.79 5.59 53 58 6.20 6.16 6.04 5.86 5.64 54 59 6.32 6.27 6.14 5.94 5.70 55 60 6.44 6.39 6.24 6.02 5.75 56 61 6.57 6.51 6.34 6.10 5.80 57 62 6.71 6.64 6.45 6.18 5.86 58 63 6.85 6.77 6.56 6.26 5.91 59 64 7.00 6.92 6.68 6.35 5.97 60 65 7.16 7.07 6.80 6.43 6.02 61 66 7.34 7.23 6.93 6.52 6.07 62 67 7.52 7.40 7.06 6.61 6.12 63 68 7.72 7.58 7.20 6.70 6.17 64 69 7.93 7.77 7.35 6.79 6.21 65 70 8.16 7.97 7.50 6.88 6.25 66 71 8.40 8.19 7.65 6.97 6.29 67 72 8.66 8.42 7.81 7.05 6.33 68 73 8.94 8.66 7.97 7.14 6.36 69 74 9.24 8.92 8.13 7.22 6.39 70 75 9.56 9.19 8.30 7.29 6.41 71 9.91 9.48 8.47 7.36 6.43 72 10.29 9.78 8.64 7.43 6.45 73 10.69 10.10 8.80 7.49 6.47 74 11.13 10.43 8.97 7.55 6.48 75 11.60 10.79 9.13 7.60 6.49
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. 16 Option 5 - Life Income for Two Payees - An Annuity will be paid during the lives of the Annuitant and a second annuitant. At the death of either, payments will continue to the survivor. When this option is chosen, a choice must be made of: (a) 100% of the payment to continue to the survivor; (b) 66-2/3% of the payment to continue to the survivor; (c) 50% of the payment to continue to the survivor; or (d) payments for a minimum of 120 months, with 100% of the payment to continue to the survivor. 17 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 3.5%; and Rates for a Variable Annuity with Assumed Net Return Rate of 3.5% JOINT AND LAST SURVIVOR ANNUITY 100% TO THE SURVIVOR NO MINIMUM PERIOD
Age of Age of Annuitant Second Annuitant Male 45 Male 50 Male 55 Male 60 Male 65 Male 70 Male 75 Male Female Female 50 Female 55 Female 60 Female 65 Female 70 Female 75 ---- ------ --------- --------- --------- --------- --------- --------- ------- 50 55 $4.10 $4.27 $4.43 $4.57 $4.69 $4.79 $4.86 55 60 4.21 4.43 4.65 4.86 5.04 5.20 5.32 60 65 4.30 4.57 4.86 5.15 5.43 5.68 5.88 65 70 4.38 4.69 5.04 5.43 5.83 6.21 6.56 70 75 4.44 4.79 5.20 5.68 6.21 6.78 7.33 75 80 4.48 4.86 5.32 5.88 6.56 7.33 8.16 80 85 -- 4.91 5.41 6.03 6.82 7.80 8.95
Rates for a Variable Annuity with Assumed Net Return Rate of 5% JOINT AND LAST SURVIVOR ANNUITY 100% TO THE SURVIVOR NO MINIMUM PERIOD
Age of Age of Annuitant Second Annuitant Male 45 Male 50 Male 55 Male 60 Male 65 Male 70 Male 75 Male Female Female 50 Female 55 Female 60 Female 65 Female 70 Female 75 ---- ------ --------- --------- --------- --------- --------- --------- ------- 50 55 $5.00 $5.16 $5.31 $5.44 $5.57 $5.67 $5.75 55 60 5.11 5.31 5.51 5.71 5.90 6.06 6.19 60 65 5.20 5.44 5.71 5.99 6.26 6.52 6.73 65 70 5.28 5.57 5.90 6.26 6.65 7.04 7.38 70 75 5.34 5.67 6.06 6.52 7.04 7.59 8.14 75 80 5.38 5.75 6.19 6.73 7.38 8.14 8.96 80 85 -- 5.81 6.29 6.90 7.66 8.62 9.76
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. 18 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 3.5%; and Rates for a Variable Annuity with Assumed Net Return Rate of 3.5% JOINT AND LAST SURVIVOR ANNUITY 66-2/3% TO THE SURVIVOR NO MINIMUM PERIOD
Age of Age of Annuitant Second Annuitant Male 45 Male 50 Male 55 Male 60 Male 65 Male 70 Male 75 Male Female Female 50 Female 55 Female 60 Female 65 Female 70 Female 75 ---- ------ --------- --------- --------- --------- --------- --------- ------- 50 55 $4.51 $4.72 $4.94 $5.18 $5.44 $5.71 $6.00 55 60 4.70 4.94 5.20 5.49 5.81 6.14 6.49 60 65 4.90 5.18 5.49 5.84 6.23 6.65 7.09 65 70 5.11 5.44 5.81 6.23 6.71 7.25 7.82 70 75 5.34 5.71 6.14 6.65 7.25 7.93 8.69 75 80 5.58 6.00 6.49 7.09 7.82 8.69 9.69 80 85 -- 6.28 6.84 7.53 8.39 9.47 10.77
Rates for a Variable Annuity with Assumed Net Return Rate of 5% JOINT AND LAST SURVIVOR ANNUITY 66-2/3% TO THE SURVIVOR NO MINIMUM PERIOD
Age of Age of Annuitant Second Annuitant Male 45 Male 50 Male 55 Male 60 Male 65 Male 70 Male 75 Male Female Female 50 Female 55 Female 60 Female 65 Female 70 Female 75 ---- ------ --------- --------- --------- --------- --------- --------- ------- 50 55 $5.43 $5.62 $5.84 $6.08 $6.36 $6.65 $6.98 55 60 5.62 5.84 6.10 6.38 6.70 7.06 7.44 60 65 5.82 6.08 6.38 6.72 7.11 7.54 8.01 65 70 6.06 6.36 6.70 7.11 7.58 8.12 8.71 70 75 6.31 6.65 7.06 7.54 8.12 8.80 9.56 75 80 6.59 6.98 7.44 8.01 8.71 9.56 10.56 80 85 -- 7.31 7.84 8.49 9.33 10.38 11.66
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. 19 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 3.5%; and Rates for a Variable Annuity with Assumed Net Return Rate of 3.5% JOINT AND LAST SURVIVOR ANNUITY 50% TO THE SURVIVOR NO MINIMUM PERIOD
Age of Age of Annuitant Second Annuitant Male 45 Male 50 Male 55 Male 60 Male 65 Male 70 Male 75 Male Female Female 50 Female 55 Female 60 Female 65 Female 70 Female 75 ---- ------ --------- --------- --------- --------- --------- --------- ------- 50 55 $4.75 $4.98 $5.24 $5.55 $5.91 $ 6.32 $ 6.79 55 60 4.99 5.24 5.54 5.88 6.28 6.76 7.30 60 65 5.26 5.55 5.88 6.27 6.73 7.27 7.90 65 70 5.59 5.91 6.28 6.73 7.26 7.90 8.65 70 75 5.96 6.32 6.76 7.27 7.90 8.67 9.57 75 80 6.37 6.79 7.30 7.90 8.65 9.57 10.69 80 85 -- 7.30 7.88 8.59 9.49 10.61 12.00
Rates for a Variable Annuity with Assumed Net Return Rate of 5% JOINT AND LAST SURVIVOR ANNUITY 50% TO THE SURVIVOR NO MINIMUM PERIOD
Age of Age of Annuitant Second Annuitant Male 45 Male 50 Male 55 Male 60 Male 65 Male 70 Male 75 Male Female Female 50 Female 55 Female 60 Female 65 Female 70 Female 75 ---- ------ --------- --------- --------- --------- --------- --------- ------- 50 55 $5.67 $5.89 $6.15 $6.47 $6.84 $7.29 $7.81 55 60 5.91 6.15 6.44 6.78 7.20 7.70 8.28 60 65 6.20 6.47 6.78 7.16 7.63 8.19 8.86 65 70 6.54 6.84 7.20 7.63 8.16 8.80 9.58 70 75 6.95 7.29 7.70 8.19 8.80 9.56 10.48 75 80 7.42 7.81 8.28 8.86 9.58 10.48 11.60 80 85 -- 8.39 8.94 9.61 10.46 11.56 12.92
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. 20 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 3.5%; and Rates for a Variable Annuity with Assumed Net Return Rate of 3.5% JOINT AND LAST SURVIVOR ANNUITY 100% TO THE SURVIVOR 120 MONTHS MINIMUM PERIOD
Age of Age of Annuitant Second Annuitant Male 45 Male 50 Male 55 Male 60 Male 65 Male 70 Male 75 Male Female Female 50 Female 55 Female 60 Female 65 Female 70 Female 75 ---- ------ --------- --------- --------- --------- --------- --------- ------- 50 55 $4.10 $4.27 $4.42 $4.56 $4.68 $4.77 $4.83 55 60 4.21 4.42 4.64 4.84 5.02 5.16 5.26 60 65 4.30 4.56 4.84 5.12 5.38 5.61 5.78 65 70 4.37 4.68 5.02 5.38 5.76 6.10 6.37 70 75 4.42 4.77 5.16 5.61 6.10 6.58 7.00 75 80 4.46 4.83 5.26 5.78 6.37 7.00 7.58 80 85 -- 4.86 5.33 5.88 6.55 7.29 8.02
Rates for a Variable Annuity with Assumed Net Return Rate of 5% JOINT AND LAST SURVIVOR ANNUITY 100% TO THE SURVIVOR 120 MONTHS MINIMUM PERIOD
Age of Age of Annuitant Second Annuitant Male 45 Male 50 Male 55 Male 60 Male 65 Male 70 Male 75 Male Female Female 50 Female 55 Female 60 Female 65 Female 70 Female 75 ---- ------ --------- --------- --------- --------- --------- --------- ------- 50 55 $5.00 $5.15 $5.30 $5.43 $5.55 $5.64 $5.71 55 60 5.10 5.30 5.50 5.69 5.87 6.01 6.12 60 65 5.19 5.43 5.69 5.96 6.21 6.44 6.61 65 70 5.27 5.55 5.87 6.21 6.57 6.90 7.17 70 75 5.32 5.64 6.01 6.44 6.90 7.37 7.78 75 80 5.36 5.71 6.12 6.61 7.17 7.78 8.34 80 85 -- 5.75 6.19 6.72 7.35 8.06 8.76
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. 21 5. Special Terms Under Annuity Options (a) When payments start, the age of the Annuitant plus the number of years for which payments are guaranteed must not exceed 95. (b) The present value of the payments to the Annuitant when payments start shall be more than 50% of the present value of the payments to be made to all payees; this restriction does not apply if Option 5 is chosen and the second Annuitant is the spouse of the Annuitant. 6. Other Terms of Annuity Options No choice of any Annuity Option may be made if the first payment would be less than $20 or if the total payments in a year would be less than $100. Age, where used in the above tables, means age nearest birthday on the date of the first payment. The tables for Options 4 and 5 use the Annuity table for 1949 with: (a) a 1 year age reduction for males; and (b) a 6 year age reduction for females. If Fixed Annuity Options 3, 4, or 5 are chosen and Aetna's current applicable rates at that time are larger than the rates above, the larger payment will be made. 7. Death of Annuitant/Beneficiary When an Annuitant dies while payments are being made under an Annuity Option, payments will be continued to the beneficiary as provided by the option. If no beneficiary is living, the present value of any remaining payments will be paid in one sum to the estate of the Annuitant. The present value will assume the same interest rate that was used when the first payment was made. When a beneficiary dies while a sum is held at interest, the amount held will be paid in one sum to the estate of the beneficiary. When a beneficiary dies while payments are being made under an Annuity Option, the present value of any remaining payments will be paid in one sum to the estate of the beneficiary. The present value will assume the same interest rate that was used when the first payment was made. 22 Aetna Life Insurance and Annuity Company Home Office: 151 FARMINGTON AVE. HARTFORD, CONNECTICUT 06156 (203) 273-0123 GROUP VARIABLE OR FIXED ANNUITY OR COMBINATION CONTRACT NON-PARTICIPATING ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT 23 Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract or Certificate is endorsed to add at the end of the Surrender Value provision the following: The surrender fee of 2% is not deducted for a surrender from the Reserve, or from a Participant's Individual Account, when: (a) no less than 9 deposit cycles have been completed for the Annuitant, or the said Participant; and (b) the Annuitant or the said Participant is no less than age 59-1/2. Endorsed and made a part of this Contract or Certificate on: (a) the Date of Issue (Effective Date) of the Contract; or (b) the effective date of coverage under the Group Contract of the Participant named in the Certificate. /s/ William O. Bailey President Aetna Life Insurance and Annuity Company ENDORSEMENT Aetna hereby endorses this Contract to allow the transfer of Reserves out of the General Account. Such transfers will be: (1) a minimum of 10% of the General Account funds held in the Participant's Individual Account; (2) without deduction of any charge; and (3) to any of the Fund(s) or the Guaranteed Accumulation Account; (4) allowed once during each calendar year; (5) prior to the election of an Annuity Option; (6) without affecting the rights of transfer now in the contract. Aetna may, for temporary periods of time, allow any larger percentage to be transferred. The value of the Reserves held in the General Account, as used above, is the value when the request is received at the Home Office of Aetna. References to the General Account above shall not apply to the Guaranteed Accumulation Account. Endorsed and made a part of this Contract on the later of September 1, 1983 or the Effective Date of this Contract. /s/ Dan Kearney President Aetna Life Insurance and Annuity Company Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract or Certificate is hereby endorsed as follows: Payments under any life Annuity Option in this Contract or Certificate; which is elected on or after the effective date of this endorsement, will be determined without regard to the sex of the Annuitant(s). Any such payments will be based solely on the age of the Annuitant(s) (as determined by the Contract or Certificate); using the most favorable rate for that age under the benefit elected. If a larger payment would result by a female Annuitant using the rates shown in the Contract or Certificate for a male, the larger payment will be made. Endorsed and made a part of the Contract or Certificate effective August 1, 1983. /s/ William O. Bailey President Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed as follows: 1. The following sections a), b), and c) will apply to all Participants under this Contract. a) Add to the Deposit, Reserve, and Surrender Provisions the following: Reinstatement: All or a portion of the proceeds of a full surrender of this Contract may be reinvested within 30 days after the surrender if allowed by law. Any annual maintenance charge and Surrender Fee imposed at the time of surrender on the amount being reinvested will be included in the reinstatement. Any Market Value Adjustment deducted from GA Account surrenders will not be included in the reinstatement. Amounts will be reinstated among the Fixed Account, GA Account, and Separate Account in the same proportion as they were at the time of surrender. Any amounts reinstated to the GA Account will be credited to the current Deposit Period. The number of Record Units reinstated will be based on the Record Unit Value(s) next computed after receipt at Aetna's Home Office of the reinstatement request and the amount to be reinvested. Any annual maintenance charge which falls due after the surrender and before the reinstatement will be deducted from the amount reinstated. Reinstatement is permitted only once. b) Delete the paragraph under the section titled Individual Accounts and add the following: Aetna will maintain Individual Accounts for each Participant. Aetna will credit the Net Deposit(s) among: a) the General Account; b) the Guaranteed Accumulation Account; c) the Fund(s) in which the Separate Account invests. The percentage of the Net Deposit(s) to be applied to each investment above must be chosen by the Owner. 1 During any calendar year, Aetna may be told to change the investment mix four times. If additional changes are allowed, each may be subject to a fee of up to $10. c) Delete the paragraph under the section titled Transfer of Individual Account Reserves and add the following: Before an annuity option is elected, the Owner may transfer any portion of the Individual Account Reserves from any Fund to any other Fund, to the General Account, or to the GA Account's current Deposit Period. Any portion of the Individual Account Reserve in the GA Account may be transferred to any Fund or to the General Account. Transfers from the GA Account are subject to the Withdrawal and Market Value Adjustment provisions. Four transfers of Individual Account Reserves (excluding transfers from the GA Account at the end of a Guaranteed Term) can be made during a calendar year period. If additional transfers are allowed, each may be subject to a fee of up to $10. 2. The following changes will not apply to Participants covered under the Contract before the effective date of this endorsement. a) Delete the paragraph titled Deductions From The Separate Account And The Funds on the Specifications page and add the following: Deductions from the Separate Account - There will be deductions for mortality and expense risks and administrative fees. If the dollar amount of Variable Annuity payments are not to decrease, Aetna must earn a gross return on the assets of the Separate Account of: o 4.75% on an annual basis, plus an annual return of up to .25% needed to offset the administrative charge set at the time annuity payments commenced, if an Assumed Annual Net Return Rate of 3.5% is chosen; or, o 6.25% on an annual basis, plus an annual return of up to .25% needed to offset the administrative charge set at the time annuity payments commended, if an Assumed Annual Net Return Rate of 5% is chosen. b) Delete the paragraph under the section titled Investment Increment Factors - Separate Account and insert the following: Investment Increment Factors are those items used to determine a Fund's Net Return Factor for each valuation period. The Net Return Factors are used to compute all Separate Account values and payments for any Fund. 2 The Net Return Factor 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 Record Units and Fund Annuity Units of the Separate Account at the start of the Valuation Period; minus (e) a daily actuarial charge at an annual rate of 1.25% for annuity mortality and expense risks and profit; and a daily administrative charge which will not exceed .25% on an annual basis. A Net Return Rate may be more or less than 0. The value of a share of the Fund is equal to the net assets of the Fund divided by the number of shares outstanding. The administrative charge may be changed annually except for amounts which have been used to purchase an annuity. This charge will not exceed .25%. c) Under the section titled Fund(s) Annuity Unit Value - Separate Account, delete the last paragraph and add the following: Payments shall not be changed due to changes in the mortality or expense results or administrative charges. d) Under the section titled Individual Account Reserve, add the following final paragraph: Any charge specified in (e) above will also be charged upon surrender of the entire Individual Account Reserve if such surrender takes place on a date other than an anniversary of the Individual Account effective date. e) Under the section titled Annuity Options, add the following sentence to Option 2: 3 This option may only be elected as a Fixed Annuity. f) Add as a final paragraph to the section titled Annuity Options, the following: Other Options - Aetna may make other options available as allowed by the laws of the state in which this Contract is delivered. Endorsed and made a part of this Contract effective May 1, 1984. /s/ William O. Bailey President Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed to add the following provision to the section Surrender Value under DEPOSIT, RESERVE, AND SURRENDER VALUE PROVISIONS: On the tenth anniversary of the Effective Date of an Individual Account, the surrender fee shall reduce to 0%. Endorsed and made a part of this Contract effective September 1, 1984. /s/ William O. Bailey President Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is endorsed to allow for the election of a loan subject to the following conditions: A. Add to the end of the Section 3 entitled Control of Contract and Individual Accounts under GENERAL PROVISIONS the following sentence: In the event a loan against an Individual Account is requested, however, the value of the Individual Account necessary to cover the loan amount plus interest must be assigned to Aetna. B. Add to the DEPOSIT, RESERVE, AND SURRENDER PROVISIONS the following provision: 14. Loan Value: Each Participant, before an annuity option is elected, may borrow from their Individual Account Reserve according to the terms specified below: (a) Requesting A Loan: The request must be in writing in a form acceptable to Aetna and must assign to Aetna that portion of their Individual Account Reserve necessary to cover the loan amount plus interest. A loan may not be requested within 12 months of any prior loan request. (b) Loan Amount: The amount of the loan must be greater than $5,000 and, when added to the total of any prior loans outstanding, may not exceed the amount remaining in the Participant's Individual Account Reserve. The total amount of any outstanding loan(s) may not exceed $50,000. Loans can only be made from those amounts held in the Fund(s) and the Fixed Account. Loans may not be made against amounts held in the GA Account. If a Participant intends to request a loan against any portion of the GA Account, that portion of the GA Account must be transferred to any Fund(s) or to the Fixed Account. The transferred amount will be subject to the Withdrawals and Market Value Adjustment provisions. When a loan is made, an amount equal to the loan amount will be withdrawn from the Participant's Individual Account Reserve. Unless instructed otherwise, the amount withdrawn will be allocated on a pro-rata basis among the Fixed Account and the Fund(s). (c) Loan Interest: Loan interest will accrue on a daily basis at an annual rate of 3%. Loan interest must be paid in full at least annually. The interest must be paid directly to Aetna by the Participant. If interest is not paid when due, the 1 entire loan amount plus interest will be treated as a surrender under the terms of the Contract. (d) Loan Repayment: The repayment of any portion of a loan will be allocated on a current basis among the Fund(s) and Fixed Account in the same proportion as when the loan was initially made. Repayment may be made at any time during the 5 years from the date the loan was first made. Any unpaid portion of a loan must be repaid at the end of the 5 years, upon election of an annuity option under this Contract, or upon full surrender of the Participant's Individual Account Reserve; whichever occurs first. Aetna may require all outstanding loans be paid if the value of a Participant's Individual Account Reserve falls below an amount equal to 25% of the total loans outstanding. Any loan and accrued interest not repaid will be treated as a surrender. C. Add to Section 7 - Individual Account Reserve, the following: (g) and minus any amount withdrawn for a loan, if applicable. D. Add to Section 12 - Sum Payable at Death (Before Annuity Payments Start), the following: The Individual Account Reserve payable under the terms of this section will be reduced by the amount of the accrued interest on any outstanding loan. Endorsed and made a part of this Contract on the effective date of the Contract. /s/ William O. Bailey President 2 Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is endorsed as follows: In addition to any Purchase Payments stated to be made to this Contract, a lump-sum Purchase Payment(s), of not less than a minimum amount stated by Aetna, may be made on behalf of one or more Participants, as appropriate. Aetna will maintain an Individual Account for each lump-sum payment. The terms of this Contract shall apply to any lump-sum payment except that: 1. A Maintenance Fee will not be deducted from an Individual Account maintained pursuant to a lump-sum payment; and 2. For each surrender from an Individual Account maintained pursuant to a lump-sum payment, the Surrender Fee will vary according to the period of time between the effective date of the Individual Account and the date of surrender as follows: If the Period of Time is Surrender Fee 5 years or less 5% More than 5 years but not more than 6 years 4% More than 6 years but not more than 7 years 3% More than 7 years but not more than 8 years 2% More than 8 years but not more than 9 years 1% More than 9 years 0% Endorsed and made a part of this Contract on the effective date of the Contract. /s/ William O. Bailey President Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is endorsed to provide an additional accumulation option. This option does not replace or limit the use of any other option(s) available under this Contract for such purpose. This option is known as Aetna Guaranteed Equity Trust (GET Fund). The use of this option is described and limited as follows: 1. Aetna Guaranteed Equity Trust (GET Fund) - An open-end registered management investment company organized as a series fund. Each series of GET Fund constitutes a separate Fund under this Contract. 2. Allocation Period - The period of time, usually from one to three months, during which amounts may be allocated to a series of GET Fund, whether by transferring values from the other accumulation options, or by Purchase Payments. The Allocation Period is the only time during which amounts may be allocated to a series. At its discretion, prior to the beginning of an Allocation Period, Aetna may specify a minimum amount per transfer and per Purchase Payment amount for each series. A new series will be established for each Allocation Period. 3. Guaranteed Period - The length of time to which the Guarantee applies for a series. This period will be specified for a series before its Allocation Period begins. 4. Maturity Date - The date at which the Guaranteed Period for that series will end and the GET Fund Record Units for that series will be liquidated. Another accumulation option must then be elected. If no such election is made by the Maturity Date, Contract Values based on that GET Fund series will be transferred to Aetna Variable Encore Fund. Transfers made for this reason will not be counted as one of the four free transfers. The Maturity Date will be specified before the Allocation Period for that series begins. 5. Guarantee - Aetna guarantees that on a series' Maturity Date if the value of each GET Fund Record Unit then outstanding in that series is less than the value of that Record Unit at a date specified before the Allocation Period began, such date being the beginning of the Guaranteed Period, it will transfer to the Separate Account, from its General Account, any amount necessary to bring that Record Unit value to the guaranteed level. This Guarantee does not apply to GET Fund Record Unit values withdrawn or transferred before the Maturity Date. 6. Net Return Factor - Separate Account: The Net Return Factor for GET Fund is equal to 1.0000000 plus the Net Return Rate. 1 The Net Return Rate for each series of GET Fund, notwithstanding any other provision of this Contract is equal to: a. The value of the shares of that series of GET Fund held by the Separate Account at the end of a Valuation Period; minus b. The value of the shares of that series of GET Fund held by the Separate Account at the start of the Valuation Period; plus or minus c. The proportional share of taxes (or reserves for taxes) on the Separate Account (if any); divided by d. The total value of the GET Fund Record Units of the Separate Account for that series at the start of the Valuation Period; minus e. A daily actuarial charge at an annual rate of 1.25% for annuity mortality and expense risks and profit; f. A daily fee at an annual rate of .25% during the Guaranteed Period for Aetna's guarantee of Record Unit values and profit; and g. A daily administrative charge which will not exceed .25% on an annual basis. The Net Return Rate may be more or less than 0. The value of a share of a GET Fund series is equal to the net assets of that series divided by the number of outstanding shares of that series. 7. Withdrawals and Transfers - Withdrawals or transfers from a GET Fund series before the Maturity Date will be at the then applicable GET Fund Record Unit value, which may be more or less than the value guaranteed at the Maturity Date. 8. Election of an Annuity Option - Contract values based on any GET Fund series must be transferred to another accumulation option prior to election of an Annuity Option. 9. Current Value shall include the sum of any GET Fund Record Units. 10. Unless specifically indicated otherwise in this endorsement, all references to Fund(s) in this Contract shall include each GET Fund series. 2 Endorsed and made a part of this Contract on July 1, 1987 or the effective date of the Contract whichever is later. \s\ Dean E. Wolcott President 3 Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed to add the following new provision under Surrender Value: No surrender fee is deducted: o On and after the tenth anniversary of the Effective Date of the Individual Account; o From any portion of the Active Life Fund which is paid when the Individual Account Cash Value is $2,500 or less and no surrenders have been taken from the Individual Account within the prior 12 months. If there is more than one Individual Account under the Contract for a Participant, then this provision will only apply when the total in all of the Participant's Individual Accounts is $2,500 or less; or o In an amount equal to or less than 10% of the current Individual Account Cash Value, as part of the first partial surrender request in a calendar year to a 403(b) Participant who is at least age 59-1/2 and less than age 70-1/2. The Individual Account Cash Value is calculated as of the date the partial surrender request is received in good order at Aetna's Home Office. Any outstanding loans from the Participant's Individual Account are excluded when calculating the Individual Account Cash Value. This provision does not apply to partial surrenders due to loan defaults made from Individual Account Values and does not apply to full surrender requests. Endorsed and made a part of this Contract on May 1, 1989 or the Effective Date of the Contract whichever is later. /s/ John J. Martin President Aetna Life Insurance and Annuity Company Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed to include the following new provisions: During any calendar year, Aetna may be told to change the investment mix twelve times. Should Aetna allow additional changes, each may be subject to a fee of up to $10. Twelve transfers of Current Value (excluding transfers from the GA Account at the end of a Guaranteed Term) can be made during a calendar year period. Should Aetna allow additional transfers, each may be subject to a fee of up to $10. Endorsed and made a part of this Contract effective May 1, 1989. /s/ John J. Martin President Aetna Life Insurance and Annuity Company Aetna Life Insurance and Annuity Company ENDORSEMENT Add the following conditions to the Contributions, Valuation and Discontinuance Contributions or the Deposit, Reserve and Surrender Provision portion of the Contract: The following distribution options may be elected by the Owner. (a) Estate Conservation Option (ECO): A distribution option under which a portion of the Individual Account Reserve Value will automatically be surrendered and distributed each year. (1) An ECO payment will be determined in the following manner: a. Payments will commence no earlier than the year in which the Owner attains age 70-1/2, and will be calculated on the full Reserve Value of the Individual Account, except as provided in b. b. If Aetna maintains separate records of the value of the account as of December 31, 1986, (see below), payments made on or after the year in which the Owner attains age 75 will only be calculated on amounts contributed after December 31, 1986, plus all interest credited after that date. The method under this rule is only used upon election of the Owner and will no longer be effective if the Owner submits a withdrawal request in addition to a scheduled ECO payment from the Individual Account, at which time ECO payments will then be determined under a. Aetna will maintain separate records, if the Owner has not requested any withdrawals from his or her individual Account since December 31, 1986. If a Owner attained age 70-1/2 prior to 1988 or is a Owner in a governmental or church Tax Deferred Annuity (TDA) plan, the Owner must be retired in order to qualify under b. (2) Amount of Distribution: Each year that ECO is in effect, Aetna will calculate and distribute an amount equal to the minimum required distribution under the Code. The annual distribution will be determined by dividing the Individual Account Reserve Value, including any current loan(s) outstanding, as of December 31 of the year prior to the year for which the payment is to be made, by a life expectancy factor. As elected by the Owner, the factor is either the single life or joint life expectancy based on tables in Section 401(a)(9) of the Code or related 1 regulations. If joint life expectancy is elected and the Owner or spouse dies, payments will be calculated based on the survivor's life expectancy. 2 These calculations may be changed as necessary to comply with the Code minimum distribution rules. The joint life expectancy factor can only be elected based on the joint life expectancy of the Owner and his or her spouse, and such spouse must be named as the beneficiary of any death benefits under the Contract while ECO is in effect. (3) Minimum Reserve Value: At its discretion, Aetna may require a minimum initial Reserve Value for election of this option. If after election of this option the Reserve Value is insufficient to make a scheduled ECO payment, Aetna will distribute the entire balance of the Individual Account. (4) Date of Distribution: The Owner shall specify the initial distribution date. The earliest date is the first day of the calendar year in which the Owner attains age 70-1/2. Subsequent distributions will be made annually on June 15 or such other date Aetna may designate or allow. (5) Elections and Revocation: ECO may be elected by the Owner by submitting a completed and signed election form to Aetna's Home Office. If the Contract Owner has notified Aetna that the TDA Plan is subject to Title I of the Employee Retirement Income Security Act of 1974 as amended, the Owner must also submit the appropriate joint and survivor annuity waiver and spousal consent form(s) to Aetna at its Home Office. Once elected, this option may be revoked by the Owner by submitting a written request to Aetna at its Home Office. Any revocation will apply only to amounts not yet paid. ECO may be elected only once. (6) Reservation of Rights: Aetna reserves the right to change the terms of ECO for future elections and discontinue the availability of this option after proper notification. Aetna also reserves the right to allow payments to be made more frequently than annually. (b) Systematic Withdrawal Option (SWO): A distribution option under which a portion of the Individual Account Reserve Value will automatically be surrendered and distributed each year. (1) Amount of Distribution: The Owner may elect one of the two payment methods described below. [bullet] Specified Amount: Payments of a designated dollar amount which must be no greater than 10% of the initial Reserve Value and shall remain constant unless a higher amount is required under Code minimum distribution rules. Each year that the Specified Amount is in effect, Aetna will calculate the minimum required distribution under the Code and distribute this amount if it is larger than the amount elected by the 4 Owner. The life expectancy factor for this purpose will be the Owner's life expectancy at the time of the election of this option, and with each subsequent calendar year the factor will be reduced by one. The minimum required distribution will be determined by dividing the Individual Account Reserve Value, including any current loan(s) outstanding, as of December 31 of the year prior to the year for which the payment is to be made, by a life expectancy factor. At its discretion, Aetna may require a minimum initial payment amount; or [bullet] Specified Period: Payments which are made over a period of time which must be at least 10 years, unless otherwise required by Code minimum distribution rules. The maximum specified period will be limited by the Code minimum distribution rules. The annual amount paid each year is calculated by dividing the Individual Account Reserve Value as of December 31 of the prior year, including any outstanding loan(s), by the number of payment years remaining. The life expectancy factor is either the single life or joint life expectancy, as elected by the Owner, based on tables in Section 401(a)(9) of the Code or related regulations. If the joint life expectancy is elected, upon the death of either the Owner or the spouse, the minimum required distribution for the Specified Amount payment method will continue to be calculated in the same manner as described in (b)(1). Payments upon the Owner's death will continue in the manner described above, unless the spouse elects an alternate payment mode. Any mode elected must provide payments to be made at least as rapidly as those made prior to the Owner's death. These calculations may be changed as necessary to comply with the Code minimum distribution rules. The joint life expectancy factor can only be elected based on the joint life expectancy of the Owner and his or her spouse, and such spouse must be named as the beneficiary of any death benefits under the Contract while SWO is in effect (2) Minimum Initial Reserve Value: At its discretion, Aetna may require a minimum initial Reserve Value for election of this option. If after election of this option the Reserve Value is insufficient to make a scheduled SWO payment, Aetna will distribute the entire balance of the Individual Account. (3) Date of Distribution: The Owner shall specify the initial distribution date. The earliest date is the first day of the calendar year in which the Owner attains age 70 1/2. SWO payments will be made annually. Subsequent distributions will be made annually on June 15 or such other date Aetna may designate or allow. (5) Elections and Revocation: SWO may be elected by the Owner by submitting a completed and signed election form to Aetna's Home Office. If the Contract Owner has notified Aetna that the TDA Plan is subject to Title I of the Employee 4 Retirement Income Security Act of 1974 as amended, the Owner must also submit the appropriate joint and survivor annuity waiver and spousal consent form(s) to Aetna at its Home Office. Once elected, this option may be revoked by the Owner by submitting a written request to Aetna at its Home Office. Any revocation will apply only to amounts not yet paid. SWO may be elected only once. (6) Reservation of Rights: Aetna reserves the right to change the terms of SWO for future elections and discontinue the availability of this option after proper notification. Aetna also reserves the right to allow payments to be made more frequently than annually. Endorsed and made a part of the Contract on October 15, 1990 or the effective date of the Contract whichever is later. /s/ John J. Martin President Aetna Life Insurance and Annuity Company 5 Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed as follows: The first paragraph of Section 4.01 Choices to be Made is deleted and replaced by the following: An Annuity Option may be elected by telling Aetna to pay all or any portion of the Current Value (minus any premium tax) as a premium for an Annuity under Option 2, 3, 4 or 5 (see 4.06). The present value of the expected payments to the Annuitant when payments start shall be determined in accordance with the tables under Code Section 401(a)(9) regulations in order to comply with the incidental death benefit test. This restriction does not apply if Option 5(e) is chosen and the second Annuitant is the spouse of the Annuitant. Payment Commencement Date - Generally, the first Annuity payment must be made no later than the April 1 of the calendar year following the year in which the Contract Holder turns age 70-1/2 or such later date as may be allowed under Federal law or regulations. In no event may any payments to the Annuitant under an Annuity Option extend beyond: (a) The life of the Annuitant; (b) The lives of the Annuitant and beneficiary; (c) A period certain greater than the Annuitant's life expectancy according to regulations under Code Section 401(a)(9), determined as of the date payments are to commence; or (d) A period certain greater than the life expectancies of the Annuitant and beneficiary according to regulations under Code Section 401(a)(9), determined as of the date payments are to begin. For distributions take in a lump sum, see Surrender Value. Add the following paragraph to the end of Section 4.06 Annuity Options Option 1 as follows: If the beneficiary elects that the full sum paid upon death is to be held under this Option, not later than the date the Annuitant would have attained age 70-1/2, the beneficiary, if a spouse, must tell Aetna to: 1 (a) Pay any portion of all of the sum held by Aetna; or (b) Apply a portion or all of the sum held by Aetna to any Annuity Option below. If the beneficiary is not a spouse, the beneficiary must tell Aetna to pay the full sum within 5 years after the death of the Annuitant. Add the following option to Section 4.06 Annuity Options as subsection 5(e) as follows: (e) 100% of the payment to continue to the survivor if the survivor is the Annuitant and 50% of the payment to continue to the survivor if the survivor is the second Annuitant. OPTION 5 LIFE INCOME FOR TWO PAYEES JOINT AND 1/2 CONTINGENT LIFE INCOME ANNUITY NO MINIMUM PERIOD 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 3.5% and Rates for a Variable Annuity with Assumed Net Return Rate of 3.5% Age of Second Annuitant
Age of Annuitant 45 50 55 60 65 70 75 80 85 --------- -- -- -- -- -- -- -- -- -- 45 $3.86 $3.89 $3.93 $3.94 $3.96 $3.97 $3.98 $3.98 $3.98 50 4.02 4.10 4.15 4.18 4.21 4.23 4.24 4.25 4.26 55 4.22 4.31 4.42 4.48 4.53 4.57 4.59 4.61 4.61 60 4.43 4.56 4.70 4.84 4.93 4.99 5.04 5.07 5.09 65 4.69 4.84 5.02 5.22 5.42 5.54 5.63 5.69 5.73 70 4.99 5.17 5.39 5.65 5.93 6.23 6.40 6.52 6.60 75 5.33 5.54 5.82 6.14 6.52 6.95 7.40 7.64 7.81 80 5.70 5.96 6.29 6.69 7.17 7.75 8.41 9.08 9.45 85 6.07 6.38 6.75 7.24 7.84 8.59 9.49 10.51 11.50
2 Rates for a Variable Annuity with Assumed Net Return Rate of 5% Age of Second Annuitant
Age of Annuitant 45 50 55 60 65 70 75 80 85 --------- -- -- -- -- -- -- -- -- -- 45 $4.80 $4.83 $4.86 $4.88 $4.89 $4.90 $4.91 $4.92 $4.92 50 4.95 5.02 5.06 5.10 5.13 5.15 5.16 5.17 5.18 55 5.14 5.23 5.32 5.38 5.43 5.46 5.49 5.51 5.52 60 5.36 5.47 5.59 5.72 5.80 5.86 5.91 5.95 5.97 65 5.63 5.77 5.93 6.10 6.29 6.41 6.50 6.56 6.60 70 5.96 6.12 6.31 6.54 6.81 7.08 7.25 7.37 7.46 75 6.35 6.54 6.77 7.06 7.42 7.81 8.25 8.49 8.66 80 6.79 7.01 7.30 7.66 8.11 8.65 9.28 9.93 10.29 85 7.26 7.53 7.86 8.29 8.85 9.55 10.41 11.39 12.37
These Annuity rates are based on mortality from 1983 Table a. Endorsed and made a part of the Contract effective October 15, 1990 or the effective date of the Contract whichever is later. /s/John J. Martin President Aetna Life Insurance and Annuity Company 3 Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed as follows: Add the following new paragraph under the General Provisions, subsection entitled Assignments or Control of Contract and Individual Accounts as follows: Amounts held under this Contract may be assigned or alienated only as allowed under Title 29 of the United States Code Annotated (USCA) Section 1056(d), also known as Section 206(d) of the Employee Retirement Income Security Act. Aetna will follow the procedures in USCA Section 1056(d) and the regulations thereunder in complying with "qualified domestic relations orders." Add to the Contributions, Valuation and Discontinuance Contributions portion or the Deposit, Reserve and Surrender Provision portion of the Contract the following new conditions: Designation of Beneficiary: Each Owner shall name a beneficiary. An unmarried Owner may designate a beneficiary of his or her entire Individual Account if it is accompanied by a consent form which certifies that he or she is unmarried. For a married Owner, the spouse must be the beneficiary of 50% of his or her Individual Account (Qualified Pre-retirement Survivor Annuity, "QPSA"). Provided, however, if the Owner has attained age 35, he or she may select an alternate beneficiary for the QPSA if the appropriate waiver/spousal consent form is submitted to Aetna. For the balance of the Individual Account, a married Owner may name any beneficiary without obtaining spousal consent. Upon the death of a married Owner, Aetna will disregard the beneficiary named for the QPSA and treat the current spouse as the beneficiary if the current spouse did not consent to the waiver of the QPSA. At the discretion of Aetna, a full surrender may be allowed without spousal consent if the Reserve Value is $3,500 or less. Sum Payable at Death - The Current Value payable under the terms of this section will be reduced by the amount of the accrued interest on any outstanding loan. Aetna will pay the Current Value to the beneficiary when: (1) The Owner dies before Annuity payments start; and (2) The notice of death is received in good order by Aetna 1 The sum payable will be the Current Value on the date when the notice is received. The beneficiary may choose to apply any sum under an Annuity Option (see Annuity Provisions), subject to any other terms and conditions of this Contract, or to receive a lump sum payment. If the beneficiary is the surviving spouse, the first Annuity payment or the lump sum payment may be deferred to a date not later than when the Owner would have attained age 70-1/2 or such later date as may be allowed under Federal law or regulations. If the beneficiary is not the surviving spouse, all of the Current Value must either be applied to an Annuity Option within one year of the Owner's death or be paid to the beneficiary within 5 years of the Owner's death (see Part IV). In no event may payments to any beneficiary under an Annuity Option extend beyond the life of the beneficiary or any period certain greater than the beneficiary's life expectancy. If no beneficiary exists, the payment will be made to the estate of the Owner. Spousal Consent - If an Owner is married, his or her spouse must consent in writing in a form acceptable to Aetna to any request for a partial or full surrender. For an unmarried Owner, a completed spousal consent form must be submitted with any request for a partial or full surrender certifying that he or she is unmarried. This consent must be given within the 90 day period before the partial or full surrender is to be made. At the discretion of Aetna, a full surrender may be allowed without spousal consent if the Current Value is $3,500 or less. Termination/Surrender Restrictions: Limitations apply to full and partial surrenders of the Restricted Amount from this Contract, as required by Code Section 403(b)(11). The Restricted Amount is the sum of: (a) Net Purchase Payments attributable to Owner salary reduction contributions made on and after January 1, 1989; plus (b) The net increase, if any, in the Current Value of the Owner's Individual Account after December 31, 1988 attributable to investment gains and losses and credited interest. The Restricted Amount may be fully or partially surrendered only if one or more of the following conditions are met: (a) The Owner has reached age 59-1/2; (b) The Owner has separated from service; (c) The Owner has died; 2 (d) The Owner has become disabled, within the meaning of Code Section 72(m)(7); or (e) The withdrawal is otherwise allowed by federal law, regulations or rulings. A full or partial surrender is also allowed if the Owner incurs a "hardship" as that term is defined in the Code or regulations under 403(b). However, the amount available for hardship is limited to the lesser of the amount necessary to satisfy the need, or the Net Purchase Payments attributable to Owner salary reduction contributions made on and after January 1, 1989. Aetna may require that the Owner certify and/or provide satisfactory proof that one of these conditions has been met before a surrender request will be considered to be in good order. The Owner or beneficiary must notify Aetna in writing when a lump sum payment is to be made or Annuity payments are to commence. Limitation on Contributions: The contributions made to an Owner's Individual Account in any year cannot exceed the lesser of the amount determined under the exclusion allowance of Code Section 403(b)(2) or the annual additions Limitation of Code Section 415(c)(1). In addition, in no event may the contributions attributable to elective deferrals as defined in Code Section 402(g) exceed $9,500 (or, such larger amount as adjusted by the Secretary of the Treasury) during any calendar year, unless the alternate Limitation of Code Section 402(g)(8) applies. Timing of Distributions: The distribution of benefits accrued after December 31, 1986, must be made in a lump sum or must begin not later than the April 1 of the calendar year following the calendar year in which the Owner attains age 70-1/2. However, for an Owner who attained age 70-1/2 before January 1, 1988, the distribution of such benefits must be made or must begin not later than the April 1 of the calendar year following the calendar year in which the Owner retires. The above does not apply if the Contract Owner is a governmental entity or a church. For such an employer, the distribution of benefits accrued after December 31, 1986, must be made or must begin not later than the April 1 of the calendar year following the calendar year in which the Owner attains age 70-1/2 or retires, whichever occurs later. The required distribution described in either of the above rules must be made over the life of the Owner (or the joint lives of the Owner and beneficiary) or over a period not exceeding the life expectancy of the Owner (or the joint fife expectancies of the Owner and the beneficiary). 3 If the Owner does not request commencement of benefits as described above, Aetna will not be responsible for compliance with the Code 401(a)(9) minimum distribution requirements and for any adverse tax that may result. Endorsed and made a part of the Contract effective on October 15, 1990 or the effective date of the Contract whichever is later. /s/ G. G. Benanav President Aetna Life Insurance and Annuity Company 4 Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed to allow for the election of a loan as follows: Add to the DEPOSIT, RESERVE, AND SURRENDER PROVISIONS the following provision: 14. Loan Value - During the accumulation period, a Participant may request a loan from his or her Individual Account by submitting a loan request form to Aetna's Home Office. If a Participant is married, his or her spouse must consent in writing and in a form acceptable to Aetna before the loan will be made. For Tax Deferred Annuity Contracts governed by The Employee Retirement Income Security Act Title I (ERISA), the loan request must be accompanied by the appropriate waiver and spousal consent form. A loan will not be allowed within 12 months from the date of any prior loan. The Loan Effective Date will be the date the Home Office receives the loan request form and spousal consent, if necessary, in good order. All loans subject to the following conditions: (a) The minimum vested Individual Account Reserve value must be $2,000. The loan amount must be at least $1,000. The loan amount may not exceed the lesser of: (a) 50% of the vested Individual Account Reserve value reduced by any outstanding loan balance(s) on the date on which the loan is made; or (b) $50,000 reduced by the highest outstanding balance(s) of loans, during the preceding 12 months ending the day before the current loan is made. (b) The values in the Fund(s), Fixed Account, GA Account and GET Fund are included in determining the Individual Account Reserve value for purposes of paragraph (a). However, only amounts in the Fund(s) and Fixed Account are available for making the actual loan. If a Participant intends to request a loan in excess of the Reserve value of the Fund(s) and the Fixed Account in the Individual Account, the excess amount must first be transferred from the GA Account, or GET Fund to any other Fund(s) or to the Fixed Account. Amounts transferred from the GA Account will be subject to the GA Account withdrawal and Market Value Adjustment (MVA) provisions. Amounts transferred from the GET Fund prior to the maturity date will be at the then applicable GET Fund Unit Value. Aetna reserves the right to restrict or limit the amount that may be loaned from any investment option at any time. 1 When a loan is made, the number of accumulation units equal to the loan amount will be withdrawn from the Individual Account. The amount of the loan to be made will be withdrawn on a pro rata basis from the Fixed Account and from each of the Fund(s), except GET. Accumulation units withdrawn from an Individual Account to provide a loan do not participate in the investment experience of the investment options from which they were withdrawn. (c) On the first business day of each calendar month, Aetna will determine a Loan Interest Rate. This rate will be equal to Moody's Corporate Bond Yield Average-Monthly Average Corporates as published by Moody's Investors Service, Inc. for the calendar month beginning two months before the date on which the new Loan Interest Rate is effective. The Loan Interest Rate for the calendar month in which the loan is effective will apply for one year from the Loan Effective Date. Annually on the anniversary of the Loan Effective Date, the rate will be adjusted to equal the Loan Interest Rate determined for the month in which the loan anniversary occurs. (d) Principal and interest on loans must be amortized in quarterly installments over a 5 year term. If the Loan Interest Rate is adjusted, future repayments will be adjusted so that the outstanding loan balance is amortized in equal quarterly installments over the remaining term. A quarterly processing fee equal to .74% of the outstanding loan balance will be deducted from each repayment and retained by Aetna. The remainder of each repayment will be credited to the Individual Account. Repayment amounts credited to the Individual Account will be allocated among the same investment options and in the same proportions as amounts were withdrawn to make the loan. (e) A bill in the amount of the quarterly repayment due will be mailed to the Participant in advance of the repayment due date. The repayment due date will be the first business day of the month in which the 7th calendar day after the loan effective date falls. The repayment will be in default if it is not received by Aetna at its Home Office before the end of the month in which the due date falls. (f) If a repayment is in default, an amount equal to the repayment amount and any applicable deferred sales charge will be deducted from the Individual Account as a deemed partial surrender. The date of the surrender will be the first business day following the last day of the month in which the repayment was due. The surrendered amount will automatically be applied to make the repayment that is in default and will thereafter be subject to (d). (g) If a repayment is received in excess of a billed amount, the excess will be applied towards the principal portion of the outstanding loan. Repayments 2 received which are less than the billed amount will be returned to the Participant; therefore, the repayment will be in default and (f) will apply. (h) Prepayment of the entire loan balance will be allowed. At the time of prepayment, Aetna will bill the Participant for any accrued Loan Interest, which will be applied in accordance with (d). Aetna will consider the loan paid when this amount is received. (i) If an Individual Account is surrendered while there is an outstanding loan balance, accrued Loan Interest and any applicable deferred sales charge will be deducted from the Individual Account Reserve value. (j) Upon the election of an Annuity Option or the Participant's death, the loan will be canceled resulting in a distribution of the outstanding loan balance. Accrued Loan Interest will be deducted from the Individual Account Current Value and this interest will then be treated as a quarterly repayment under (d). (k) If the Participant's vested Individual Account Reserve value falls below an amount equal to 25% of the total loan(s) outstanding, Aetna reserves the right to require repayment of all outstanding loans. Endorsed and made a part of the Contract effective /s/ John J. Martin President Aetna Life Insurance and Annuity Company 3 Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed to delete the previous Guaranteed Accumulation Account (GA Account) Endorsement and replace it with the following: Add to the GENERAL DEFINITIONS Section of the Contract the following paragraphs: Maturity Date: The last day of a GA Account Term. Matured Term Value: The amount payable on a GA Account Term's Maturity Date. Nonunitized Separate Account: An account set up by Aetna under Tile 38, Sec. 38-154a, of the Connecticut General Statutes, which is used to hold assets for GA Account Terms greater than three years. The Owner or Participant, as applicable, does not participate in the investment gain or loss from the assets held in the GA Account. The Guaranteed Accumulation Account (GA Account) is amended and restated as follows: The GA Account guarantees stipulated rates of interest for stated periods of time (see (1) and (3) below). Amounts withdrawn before the end of a Guaranteed Term may be subject to a Market Value Adjustment (MVA) (see (7) below). (1) Deposit Period - A calendar month, a calendar quarter, or any other period of time specified by Aetna during which Net Purchase Payment(s) and transfers are accepted into the GA Account for one or more Guaranteed Terms. (2) Guaranteed Term (Term) - The period of time for which interest rates are guaranteed on Net Purchase Payment(s) and on transfers made into a Deposit Period of the GA Account. Terms are offered at Aetna's discretion for various lengths of time ranging up to and including ten years. (3) Guaranteed Term Classifications - The grouping of Terms according to their time to maturity. The following are the Classifications: (a) Short Term: Terms of up to and including 3 years; or (b) Long Term: Terms of greater than 3 years and up to and including 10 years. During a Deposit Period, Aetna may make available one or more Terms within a Classification. The Owner has the option to allocate Net Purchase Payment(s) and 1 transfers into any or all of the available Deposit Period Terms. If no specific direction is given, Net Purchase Payment(s) and transfers will go into available Terms on a pro rata basis within the Classification(s) previously chosen by the Owner. At least one Term in the Short Term Classification will be available each Deposit Period. (4) Guaranteed GA Account Interest Rates (Guaranteed Rates) - Aetna will declare all interest rate(s) applicable to a specific Term at the start of the Deposit Period for that Term. These rate(s) are guaranteed by Aetna for that Deposit Period and the ensuing Term and are not based on the actual investment experience of the underlying assets in the GA Account. The Guaranteed Rates are annual effective yields. The interest is credited daily at a rate that will produce the guaranteed annual effective yield over the period of a year. No annual rate will ever be less than 4%. For Terms of one year or less, one Guaranteed Interest Rate is set and announced for that full Term. For other Terms, there may be two or more rates. The rate(s) will be set and announced prior to the Deposit Period for that Term and will not be subject to change. (5) Withdrawals from GA Account - Full or partial surrenders may be requested at any time from the GA Account. However, amounts withdrawn prior to the Maturity Date of a Term to satisfy a surrender request may be subject to an MVA (see (7) below). Full and partial surrenders are satisfied by withdrawing amounts from each of the Fund(s), the Fixed Account, the GA Account Short Term Classification and the GA Account Long Term Classification on a pro rata basis. However, the Owner or Participant, as applicable, may specify a particular order in which investment options will be liquidated in order to satisfy a partial surrender request. For purposes of withdrawals, Terms within the GA Account Short Term and Long Term Classifications are considered as two separate investment options. Any withdrawal which is a surrender will be subject to the Maintenance Fee and Surrender Fee as appropriate. Also, amounts will be removed within a GA Account Classification starting with the Term still in effect with the oldest Deposit Period. Amounts may be transferred at any time subject to Contract specifications (see (9) below). Amounts transferred prior to the Maturity Date of a Term are subject to an MVA (see (7) below). Fund(s) will be removed within the elected Classification starting with the Term still in effect with the oldest Deposit Period. During the Deposit Period and the 90 days following the close of the Deposit Period, any amounts applied to the GA Account during that Deposit Period may not be withdrawn unless due to: 2 (a) A full or partial surrender; (b) A payment of a premium for an Annuity Option; or (c) The Sum Payable at Death provision. (6) Maturity Date/Reinvestment - For all GA Account Term(s) existing as of the effective date of this endorsement in addition to GA Account Term(s) announced subsequent to that date, the Owner or Participant, as applicable, will be mailed a notice at least 18 calendar days before a Term's Maturity Date. This notice will contain the current Deposit Period's Guaranteed Rate(s), Term(s) and a projected Matured Term Value. The Matured Term Value may be surrendered or transferred on the Term's Maturity Date without an MVA. If no specific direction is given by the Owner or Participant, as applicable, prior to the Maturity Date, each Matured Term Value will be reinvested in a Term of the same duration. In the event that a Term of the same duration is unavailable, each Matured Term Value will automatically be reinvested in the next shortest Term available in the same Classification during the then current Deposit Period. If however, only one Term is available within the Classification, then the Matured Term Value will automatically be reinvested in that Term. Within two business days after the Maturity Date, the Owner or Participant, as applicable, will be mailed a confirmation statement. This statement will state the Terms and Guaranteed Rates which will apply to the reinvested Matured Term Value. During the calendar month following the Term's Maturity Date, one exception is allowed to the 90 day transfer restriction and MVA under (5) and (7). This exception is applicable to each Matured Term Value plus any interest accrued thereon, provided no part of the Matured Term Value was transferred on the Maturity Date. During this calendar month period, the Owner or Participant, as applicable, may notify Aetna's Home Office to transfer or surrender all or part of the Matured Term Value plus any interest accrued thereon from the GA Account without an MVA. This provision only applies to the first such request received from the Owner or Participant, as applicable, during this period for any Matured Term Value. The Matured Term Value plus any interest accrued thereon may be transferred upon such request without an MVA: (a) To any other Terms of the GA Account available in the current Deposit Period; or (b) To any other allowable Fund(s). 3 If no such notification is given, the Matured Term Value will remain subject to the terms and conditions of the new Term. All surrender and transfer requests will be processed as of the date they are received in good order at Aetna's Home Office. If this Contract is issued under a Tax Deferred Annuity Plan (see Specifications page) the above notice will be sent to the Participant(s). (7) Market Value Adjustment (MVA) - There will be an MVA for a withdrawal from the GA Account before the end of a Term when the withdrawal is due to: (a) A transfer; (b) A full or partial surrender; or (c) A payment of a premium for Annuity Option 2. The amount of the withdrawal will be adjusted to a market value amount as described below. The market value adjusted amount will be equal to the amount withdrawn multiplied by the following ratio: x --- 365 (1+i) ------ x --- 365 (1+j) Where: i is the Deposit Yield j is the Current Yield x is the number of days remaining, (computed from Wednesday of the week of withdrawal) in the Guaranteed Term. The Deposit Period Yield will be determined as follows: [bullet] At the close of the last business day of each week of the Deposit Period, a yield will be computed as the average of the yields on that day of U.S. Treasury Notes which mature in the last three months of the Guaranteed Term. [bullet] 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. 4 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. In the event that no U.S. Treasury Notes which mature in the last three months of the Guaranteed Term exist, Aetna reserves the right to use the U.S. Treasury Notes that mature in a following quarter. Full and partial surrenders as well as transfers made within six months of the date of death of the Participant under the Sum Payable at Death provision will be the greater of: [bullet] The aggregate MVA amount which is the sum of all market value adjusted amounts calculated due to a withdrawal of amounts (for surrender or transfer) from Terms prior to the end of those Terms. The aggregate MVA may be either positive or negative; or [bullet] The applicable portion of the Current Value in the GA Account. After the six month period, the surrender or transfer will be the aggregate MVA amount (i.e. including all MVAs). The greater of the aggregate MVA amount or the applicable portion of the Current Value in the GA Account is applied to amounts withdrawn from the GA Account for payment of a premium under Annuity Options 3 or 4. Aetna may make any change to this provision with 30 days advance written notice to the Owner or Participant, as applicable. Any such change shall become effective for Purchase Payment(s), transfers or reinvestments made to any new Term by any present or future Participant. (8) Deposits to the GA Account - All amounts in the GA Account under the Short Term Classification are made to the General Account. All amounts in the GA Account under the Long Term Classifications are made to a Nonunitized Separate Account. There are no discrete units for this Nonunitized Separate Account. The Owner or Participant, as applicable, does not participate in the gain or loss from the assets held in the Nonunitized Separate Account. Such gain or loss is borne entirely by Aetna. These assets may be chargeable with liabilities arising out of any other business of Aetna. For Terms under both the Short Term and Long Term Classifications, Aetna guarantees stipulated interest rates to be credited to the GA Account. All assets of Aetna including amounts made to the GA Account are available to meet the guarantees under the GA Account. 5 (9) Before an Annuity Option is elected, all or any portion of the Current Value may be transferred from any Fund or GA Account: (a) To any other allowable Fund; (b) To the Fixed Account; or (c) To Terms of the GA Account available in the current Deposit Period. Amounts in a specific GA Account Term cannot be transferred to the Deposit Period of another Term within the same Classification except at the Term's maturity (see (6)). Amounts applied to Classifications of the GA Account may not be transferred to the Fund(s) or to the Fixed Account during the Deposit Period or for 90 days after the close of the Deposit Period. Transfers from Terms of the GA Account are subject to the Withdrawal and MVA provisions (see (5) and (7)). Twelve transfers of Current Value can be made during a calendar year period. The Transfer of any portion of the GA Account value at the Maturity Date of a Term is not counted for this purpose. Aetna may allow additional transfers, but each may be subject to a fee of up to $10. Endorsed and made a part of this Contract on May 1, 1991 or the effective date of the Contract whichever is later. /s/ John J. Martin President Aetna Life Insurance and Annuity Company 6 Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed as follows: The definition of Separate Account under the Definition of Certain Terms or General Definitions section of the contract is hereby amended to read as follows: Separate Account: An account which buys and holds shares of the Fund(s). Income, gains or losses, realized or unrealized are credited or charged to this account without regard to other income, gains or losses of Aetna. Aetna owns the assets held in a separate account and is not a trustee as to such amounts. These accounts generally are not guaranteed and are held at market value. The assets of such accounts, to the extent of reserves and other contract liabilities of the account, shall not be charged with other Aetna liabilities. Endorsed and made a part of the Contract. /s/ Edmund F. Kelly President Aetna Life Insurance and Annuity Aetna Life Insurance and Annuity Company ENDORSEMENT The Contract is hereby endorsed. The term Valuation Period under Definitions is amended to read as follows: 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 day, or such other day that one or more of the Funds determines its net asset value. Endorsed and made a part of the Contract. /s/ G. G. Benanav President Aetna Life Insurance and Annuity Company
EX-99.B.4.5 3 VARIABLE ANNUITY CONTRACT GLIT - CDA-HO Aetna Life Insurance and Annuity Company Home Office: 151 FARMINGTON AVE. HARTFORD, CONNECTICUT 06156 (203) 273-0123 Herein called Aetna Agrees to pay benefits as stated in this Contract. DETAILS OF VARIABLE FEATURES OF THIS CONTRACT ARE IN THE DEPOSIT, RESERVE, AND SURRENDER PROVISIONS, AND ANNUITY PROVISIONS. RIGHT TO CANCEL The Owner may cancel this Contract within 10 days of receiving it, by sending a written notice to Aetna at the above address or to the agent from whom it was purchased. Aetna will return all payments made for this Contract within 7 days after it receives the notice of cancellation and this Contract. This page, and the following pages, and the application, make up the entire Contract. Signed at Hartford, Connecticut on the Effective Date. /s/ Stephen B. Middlebrook /s/ William O. Bailey Secretary President GROUP VARIABLE OR FIXED ANNUITY OR COMBINATION CONTRACT NON-PARTICIPATING ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT. SPECIFICATIONS PLAN OWNER GROUP CONTRACT NO. EFFECTIVE DATE THIS CONTRACT IS DELIVERED IN AND IS SUBJECT TO THE LAWS OF THAT JURISDICTION Deduction From Deposit - The amount of the Net Deposit(s) applied will be the deposit(s) received minus a deduction for premium taxes, if any then deducted (see Deposit, Reserve, and Surrender Provisions of this Contract). Deductions From The Separate Account And The Funds - Total deductions equal 1.5% on an annual basis. Once Annuity payments begin, Aetna must earn a gross return on the assets of the Separate Account of: (a) 5% on an annual basis if an assumed net return rate of 3.5% is chosen; or (b) 6.5% on an annual basis if an assumed net return rate of 5% is chosen; in order that the dollar amount of the Variable Annuity payments will not decrease. 2 COVER SHEET This Contract is a legal contract between the Owner and Aetna. READ THIS CONTRACT CAREFULLY. This cover sheet is only a brief outline of some of the important features of this Contract. This cover sheet is not the insurance contract. Only the actual terms of this Contract will control. This Contract sets forth, in detail, all of the rights and obligations of both you and Aetna. IT IS THEREFORE IMPORTANT THAT YOU READ THIS CONTRACT CAREFULLY. TABLE OF CONTENTS GENERAL DEFINITIONS Page 1. Participant..............................................................5 2. Annuitant................................................................5 3. Annuity..................................................................5 4. Fixed Annuity............................................................5 5. Variable Annuity.........................................................5 6. General Account..........................................................5 7. Separate Accounts........................................................5 8. Fund(s)..................................................................5 9. Valuation Period.........................................................5 GENERAL PROVISIONS 1. Contract.................................................................6 2. Incontestability.........................................................6 3. Control of Contract and Individual Accounts..............................6 4. Change of Contract by Aetna..............................................6 5. Individual Certificates..................................................6 6. Designation of Beneficiary...............................................7 7. Misstatements and Adjustments............................................7 8. State Laws...............................................................7 9. Grace Period.............................................................7 10. Non-Participating Contract...............................................7 DEPOSIT, RESERVE, AND SURRENDER PROVISIONS 1. Net Deposit..............................................................7 2. Individual Accounts......................................................7 3. Guaranteed Interest Rate - General Account...............................8 4. Record Units - Separate Account..........................................8 5. Investment Increment Factors - Separate Account..........................8 6. Record Unit Value - Separate Account.....................................9 7. Individual Account Reserve...............................................9 8. Active Life Fund.........................................................9 9. Experience Credits.......................................................9 3 10. Transfer of Individual Account Reserves.................................10 11. Notice to the Owner.....................................................10 12. Sum Payable at Death (Before Annuity Payments Start)....................10 13. Surrender Value.........................................................10 ANNUITY PROVISIONS 1. Choices to be Made......................................................12 2. Fund(s) Annuity Units - Separate Account................................12 3. Fund(s) Annuity Unit Value - Separate Account...........................12 4. Annuity Options.........................................................13 4 GENERAL DEFINITIONS 1. PARTICIPANT - A person for whom benefits are being provided under this Contract. 2. ANNUITANT - A Participant or beneficiary on whose life an Annuity has been effected under this Contract. 3. ANNUITY - Payment of an income: . (a) for the life of one or two people; (b) for a stated period; (c) for some mix of (a) and (b); or (d) until there are no funds left. 4. FIXED ANNUITY - An Annuity of a fixed dollar amount paid from the General Account. 5. VARIABLE ANNUITY - An Annuity of a varying dollar amount paid from the Separate Account. 6. GENERAL ACCOUNT - The Account which holds the assets of Aetna, other than those assets of Aetna in the Separate Accounts. Reserves for a Fixed Annuity are held in the General Account. 7. SEPARATE ACCOUNTS - Accounts set up by Aetna under the Connecticut Insurance Laws. Assets for this class of variable contracts are set apart from other assets of Aetna. Reserves for a Variable Annuity are held in a Separate Account and invested in shares of Fund(s). 8. FUND(S) - The open-end management investment companies (mutual funds) registered under the Investment Company Act of 1940. They are; (a) Aetna Variable Fund, Inc. (Variable Fund); (b) Aetna Variable Encore Fund, Inc. (Encore Fund); (c) Aetna Income Shares, Inc. (Income Fund); and (d) Other funds (if any) which Aetna may allow. 9. VALUATION PERIOD - The period of time from the end of one business day to the end of the next business day. 5 GENERAL PROVISIONS 1. Contract This Contract may be changed only by an officer of Aetna. Any change must be made in writing. Any choices under this Contract by the Owner, Annuitant or beneficiary must be in writing. Until receipt of such choices in the Home Office of Aetna, Aetna may rely on any previous choices made. Aetna will make Annuity payments as and when due. Any other payments will be made by Aetna within 7 days of receipt of the written claim for payment, except as otherwise provided in the Surrender Value provision. 2. Incontestability Aetna cannot cancel this Contract because of any error of fact on the application. 3. Control of Contract and Individual Accounts Each Participant shall be entitled to all amounts held in his Individual Account. Each Participant shall be entitled to make any choices allowed by this Contract with respect to Individual Accounts. All other rights in the contract shall rest with the Owner. This Contract, and any Individual Accounts, shall not be subject to the claims of any creditors. 4. Change of Contract by Aetna Aetna may change any of the terms of this Contract. Aetna will notify the Owner in writing 30 days before the effective date of any such change. Any such change will not affect the amount or terms of any Annuity which began prior to such change. Changes that affect the following provisions of this Contract: (a) Annuity Options; (b) Net Deposit; (c) Guaranteed Interest Rate; (d) Individual Account Reserve; and (e) Surrender Value; will only apply to deposits made on behalf of Participants who become covered under this Contract on or after the effective date of such change. If the Owner fails to agree to any such change, no new Participants may be covered under this Contract. This Contract is subject to change as required by federal or state law. 5. Individual Certificates Aetna shall issue certificates for each Participant as required by the state in which this Contract is delivered. The certificate will contain a summary of the benefits provided by this Contract. Certificates are not a part of this Contract. 6 6. Designation of Beneficiary The beneficiary for each Participant shall be as named, or later changed, by the Owner. If no beneficiary is living at the death of the Participant, payment of any amount due will be made to the Owner. 7. Misstatements and Adjustments If the age or sex of any payee is found to be misstated, the correct facts will be used to adjust payments. 8. State Laws This Contract follows the laws of the state in which it is delivered. Any cash, death or Annuity payments are equal to or greater than the minimum required by such laws. 9. Grace Period This Contract will remain in effect even if deposits are not continued. 10. Non-Participating Contract The Owner will have no right to share in the earnings of Aetna. DEPOSIT, RESERVE, AND SURRENDER PROVISIONS 1. Net Deposit The Net Deposit is the actual deposit minus a charge to pay premium taxes, if any. As a rule, Aetna will take this charge out of an Individual Account Reserve (see below) when annuity payments are to start. But, if Aetna determines that it must pay any imposed premium tax at any other time, it may take out the charge at any time. 2. Individual Accounts Aetna will maintain Individual Accounts for each Participant. On the basis of information supplied by the Owner, Aetna will credit the Net Deposit(s) to such Accounts in either: (a) the General Account; (b) the Separate Account where they are invested in Fund(s) as directed by the Owner; or (c) a mix of (a) and (b). 3. Guaranteed Interest Rate - General Account 7 On Net Deposit(s) made to the General Account, Aetna will add interest daily at an annual rate no less than: (a) 4% except under the Annuity Provisions; and (b) 3.5% under the Annuity Provisions. Aetna may add interest daily at any higher rate. 4. Record Units - Separate Account The portion of the Net Deposit applied to the Separate Account Fund(s) will determine the number of Record Units. This number is equal to the Net Deposit(s) divided by the Record Unit Value (see below) for the Valuation Period when the Net Deposit is received. 5. Investment Increment Factors - Separate Account Investment Increment Factors are those items used to determine a Fund's net return factor for each Valuation Period. The net return factor(s) are then used to compute all Separate Account values and payments. The gross return is equal to: (a) investment income; plus (b) realized and unrealized capital gains; minus (c) realized and unrealized capital losses; minus (d) certain investment expenses; and minus (e) a daily charge at an annual rate of .25% for investment management expense and profit. The gross return is divided by the net assets of the Fund at the start of the Valuation Period to compute the gross return rate. A gross return rate may be more or less than 0. The net return rate is equal to: (a) the gross return rate; plus or minus (b) taxes (or charges to a tax reserve) on the Separate Account; and minus (c) a daily charge at an annual rate of 1.25% for annuity mortality and expense risks and profit. 8 A net return rate may be more or less than 0. The net return factor for each Fund is equal to the net return rate plus 1.000000. 6. Record Unit Value - Separate Account The Record Unit Value for each Separate Account Fund is computed by multiplying the net return factor for the current Valuation Period by the Record Unit Value for the previous Period. The dollar value of Record Units, Separate Account Reserves, and Variable Annuity payments may go up or down due to investment gain or loss. 7. Individual Account Reserve The Individual Account Reserve for each Participant is equal to: (a) Net Deposit(s) credited to the General Account (if any); plus (b) General Account interest added by Aetna; plus (c) the value of Separate Account Record Units (if any); plus (d) any amount due to Experience Credits (see below); and minus (e) a charge of $15 on each anniversary of each Individual Account effective date; and minus (f) any amounts previously surrendered. 8. Active Life Fund The Active Life Fund is equal to the combined Reserves of all Individual Accounts, except those Accounts applied to the payment of Annuities. 9. Experience Credits Aetna may apply Experience Credits to Individual Accounts in the Active Life Fund under this Contract. Any such credit will be computed as decided by Aetna. 10. Transfer of Individual Account Reserves The Owner may transfer any portion of the Individual Account Reserves from any Fund to any other Fund or to the General Account. Reserves cannot be transferred from the General Account to any of the Funds. A transfer of Reserves cannot be made within 90 days of a previous transfer. 9 11. Notice to the Owner Aetna will notify the Owner each year of: (a) the investments held in the Fund(s) for the Separate Account; and (b) the number of record units; or (c) the number of annuity units; and (d) the value of a unit. Such number or values will be as of a date no more than 60 days before the date of the notice. 12. Sum Payable at Death (Before Annuity Payments Start) Aetna will pay to the beneficiary the Individual Account Reserve if: (a) the participant dies before Annuity payments start; and (b) the notice of death is received by Aetna. The sum paid will be the Reserve on the date when the notice is received. The beneficiary may choose to apply any sum under Annuity Options (see Annuity Provisions). 13. Surrender Value The amount paid by Aetna upon the surrender of all or any portion of the Active Life Fund or Individual Account(s) shall be reduced by a surrender fee. The surrender fee will be a percentage of the amount surrendered and will vary according to the number of Deposit Cycles completed for the Individual Account(s) being surrendered. The number of deposits to be made in a year is chosen by the Owner. A Deposit Cycle is completed when this number of deposits has been made. For each surrender from an Individual Account, the Fee will be as follows: Number of Deposit Cycles Completed Fee Less than 5 5% 5 or more but less than 7 4% 7 or more but less than 9 3% 9 or more but less than 19 2% 19 or more 0% 10 In no event, however, will the Fee on a total surrender of an Individual Account exceed 9% of the actual deposit(s) made to that Account. If the Active Life Fund invested in the General Account exceeds $500,000, Aetna reserves the right to pay out any surrender in equal installments over a period not to exceed 60 months. Under certain emergency conditions, Aetna has the right to defer payment of any surrender value as provided by federal or state law. 11 ANNUITY PROVISIONS 1. Choices to be Made The Owner may tell Aetna to pay the Individual Account Reserve (minus any charges for premium taxes) as a premium for an Annuity under Options 2, 3, 4, and 5 (see below). The first Annuity payment must generally be made no later than the first day of the month following the Annuitant's 75th birthday. The Owner may tell Aetna to make the first Annuity payment on the first day of any prior month. When any option is chosen, the Owner or beneficiary choosing the option must tell Aetna if payments are to be made other than monthly. They must also tell Aetna to pay: (a) a Fixed Annuity; (b) a Variable Annuity using Variable Fund; (c) a Variable Annuity using Income Fund; or (d) any mix of these. When choosing a Variable Annuity, an assumed net return rate of 5% per year may be chosen. If not chosen, Aetna will use an assumed net return rate of 3.5% per year. 2. Fund(s) Annuity Units - Separate Account The amount of the first Variable Annuity payment will be equal to: (a) the portion of the Individual Account Reserve (minus any charges for premium taxes) to be used to pay a Variable Annuity using the Fund(s); times (b) the rate for each $1,000 for the Option chosen. Such amount, or portion, of the payment using a Fund will be divided by the Fund(s) Annuity Unit Value (see below) on the due date of the first payment to determine the number of the Fund(s) Annuity Units. Such number of the Fund(s) Annuity Units remains fixed. Each future payment is equal to such number times the Fund(s) Annuity Unit Value on the due date of each payment. 3. Fund(s) Annuity Unit Value - Separate Account For any Valuation Period the Fund(s) Annuity Unit Value is equal to: (a) the Value for the next previous Period; times 12 (b) the net return factor(s) (see Investment Increment Factors - Separate Account provisions) for the tenth previous Period; times (c) a factor to reflect the assumed net return rate. The factor for 3.5% per year is .9999058; for 5% per year it is .9998663. The dollar amount of Annuity Units, values, and payments may go up or down due to investment gain or loss. Payments shall not be changed due to mortality or expense results. 4. Annuity Options Option 1 - Payment of Interest on Sum Left With Aetna - This option may be used only by the beneficiary when the death of the Participant is before Aetna has started paying an Annuity. A portion or all of the sum due may be held in the General Account of Aetna at interest (see Guaranteed Interest Rate - General Account provision). The beneficiary may later tell Aetna to: (a) pay a portion, or all, of the sum held by Aetna; or (b) apply a portion, or all, of the sum held by Aetna under any of the Annuity Options below. Option 2 - Payments of a Stated Dollar Amount - An Annuity of a chosen amount will be paid until there are no funds left. The payments to be made in a year must be no less than $60 for each $1,000 applied to this Option, but cannot exceed an amount which would deplete the funds in less than 3 years. Where there is a right under Federal Securities Law to forgo future payments and receive the present value of the Annuity under this Option in a lump sum, the exercise of that right within a 3 year period after the start of payments shall be treated as a surrender (see Surrender Value under Deposit, Reserve and Surrender Provisions). Option 3 - Payments for a Stated Period of Time - An Annuity will be paid for the number of years chosen. The number of years must be no less than 3 and no more than 30. Where there is a right under Federal Securities Law to forgo future payments and receive the present value of the Annuity under this Option in a lump sum, the exercise of that right within a 3 year period after the start of payments shall be treated as a surrender (see Surrender Value under Deposit, Reserve and Surrender Provisions). 13 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 3.5%; and Rates for a Variable Annuity with Assumed Net Return Rate of 3.5% PAYMENTS FOR A STATED PERIOD
Years Years Years of Pay- Amount of of Pay- Amount of of Pay- Amount of ments Payments ments Payments ments Payments ----- -------- ----- -------- ----- -------- 3 $29.19 13 $7.94 22 $5.39 4 22.27 14 7.49 23 5.24 5 18.12 15 7.10 24 5.09 6 15.35 16 6.76 25 4.96 7 13.38 17 6.47 26 4.84 8 11.90 18 6.20 27 4.73 9 10.75 19 5.97 28 4.63 10 9.83 20 5.75 29 4.53 11 9.09 21 5.56 30 4.45 12 8.46
Rates for a Variable Annuity with Assumed Net Return Rate of 5% PAYMENTS FOR A STATED PERIOD
Years Years Years of Pay- Amount of of Pay- Amount of of Pay- Amount of ments Payments ments Payments ments Payments ----- -------- ----- -------- ----- -------- 3 $29.80 13 $8.64 22 $6.17 4 22.89 14 8.20 23 6.02 5 18.74 15 7.82 24 5.88 6 15.99 16 7.49 25 5.76 7 14.02 17 7.20 26 5.65 8 12.56 18 6.94 27 5.54 9 11.42 19 6.71 28 5.45 10 10.51 20 6.51 29 5.36 11 9.77 21 6.33 30 5.28 12 9.16
14 Option 4 - Life Income - An Annuity will be paid for life. Payments may be made for a minimum stated period, if chosen, of 60, 120, 180 or 240 months. If the Annuitant dies before the end of such stated period, payments will be made to the beneficiary for the rest of the stated period. 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 3.5%; and Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%
LIFE INCOME WITH Age of Payments Guaranteed for a Stated Period of Months: Annuitant None 60 120 180 240 Male Female ---- ------ ---- -- --- --- --- 50 55 $4.98 $4.96 $4.89 $4.77 $4.62 51 56 5.08 5.05 4.98 4.85 4.68 52 57 5.18 5.16 5.07 4.93 4.74 53 58 5.30 5.26 5.17 5.01 4.80 54 59 5.41 5.38 5.27 5.09 4.86 55 60 5.54 5.49 5.37 5.17 4.92 56 61 5.67 5.62 5.48 5.26 4.98 57 62 5.80 5.75 5.59 5.35 5.04 58 63 5.95 5.89 5.71 5.44 5.10 59 64 6.10 6.03 5.83 5.53 5.16 60 65 6.27 6.19 5.96 5.62 5.22 61 66 6.44 6.35 6.09 5.72 5.27 62 67 6.63 6.52 6.23 5.81 5.33 63 68 6.82 6.71 6.38 5.91 5.38 64 69 7.04 6.90 6.53 6.00 5.43 65 70 7.26 7.11 6.68 6.10 5.47 66 71 7.50 7.33 6.84 6.19 5.52 67 72 7.76 7.56 7.01 6.28 5.55 68 73 8.04 7.80 7.18 6.37 5.59 69 74 8.34 8.07 7.35 6.46 5.62 70 75 8.67 8.34 7.52 6.54 5.65 71 9.01 8.63 7.70 6.62 5.67 72 9.39 8.94 7.88 6.69 5.69 73 9.79 9.26 8.05 6.76 5.71 74 10.22 9.61 8.22 6.81 5.72 75 10.69 9.96 8.39 6.87 5.73
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. 15 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%
LIFE INCOME WITH Age of Payments Guaranteed for a Stated Period of Months: Annuitant None 60 120 180 240 Male Female ---- ------ ---- -- --- --- --- 50 55 $5.89 $5.86 $5.78 $5.65 5.48 51 56 5.99 5.96 5.86 5.71 5.53 52 57 6.09 6.06 5.95 5.79 5.59 53 58 6.20 6.16 6.04 5.86 5.64 54 59 6.32 6.27 6.14 5.94 5.70 55 60 6.44 6.39 6.24 6.02 5.75 56 61 6.57 6.51 6.34 6.10 5.80 57 62 6.71 6.64 6.45 6.18 5.86 58 63 6.85 6.77 6.56 6.26 5.91 59 64 7.00 6.92 6.68 6.35 5.97 60 65 7.16 7.07 6.80 6.43 6.02 61 66 7.34 7.23 6.93 6.52 6.07 62 67 7.52 7.40 7.06 6.61 6.12 63 68 7.72 7.58 7.20 6.70 6.17 64 69 7.93 7.77 7.35 6.79 6.21 65 70 8.16 7.97 7.50 6.88 6.25 66 71 8.40 8.19 7.65 6.97 6.29 67 72 8.66 8.42 7.81 7.05 6.33 68 73 8.94 8.66 7.97 7.14 6.36 69 74 9.24 8.92 8.13 7.22 6.39 70 75 9.56 9.19 8.30 7.29 6.41 71 9.91 9.48 8.47 7.36 6.43 72 10.29 9.78 8.64 7.43 6.45 73 10.69 10.10 8.80 7.49 6.47 74 11.13 10.43 8.97 7.55 6.48 75 11.60 10.79 9.13 7.60 6.49
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. 16 Option 5 - Life Income for Two Payees - An Annuity will be paid during the lives of the Annuitant and a second annuitant. At the death of either, payments will continue to the survivor. When this option is chosen, a choice must be made of: (a) 100% of the payment to continue to the survivor; (b) 66 2/3% of the payment to continue to the survivor; (c) 50% of the payment to continue to the survivor; or (d) payments for a minimum of 120 months, with 100% of the payment to continue to the survivor. 17 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 3.5%; and Rates for a Variable Annuity with Assumed Net Return Rate of 3.5% JOINT AND LAST SURVIVOR ANNUITY 100% TO THE SURVIVOR NO MINIMUM PERIOD
Age of Age of Annuitant Second Annuitant Male 45 Male 50 Male 55 Male 60 Male 65 Male 70 Male 75 Male Female Female 50 Female 55 Female 60 Female 65 Female 70 Female 75 ---- ------ --------- --------- --------- --------- --------- --------- ------- 50 55 $4.10 $4.27 $4.43 $4.57 $4.69 $4.79 $4.86 55 60 4.21 4.43 4.65 4.86 5.04 5.20 5.32 60 65 4.30 4.57 4.86 5.15 5.43 5.68 5.88 65 70 4.38 4.69 5.04 5.43 5.83 6.21 6.56 70 75 4.44 4.79 5.20 5.68 6.21 6.78 7.33 75 80 4.48 4.86 5.32 5.88 6.56 7.33 8.16 80 85 -- 4.91 5.41 6.03 6.82 7.80 8.95
Rates for a Variable Annuity with Assumed Net Return Rate of 5% JOINT AND LAST SURVIVOR ANNUITY 100% TO THE SURVIVOR NO MINIMUM PERIOD
Age of Age of Annuitant Second Annuitant Male 45 Male 50 Male 55 Male 60 Male 65 Male 70 Male 75 Male Female Female 50 Female 55 Female 60 Female 65 Female 70 Female 75 ---- ------ --------- --------- --------- --------- --------- --------- ------- 50 55 $5.00 $5.16 $5.31 $5.44 $5.57 $5.67 $5.75 55 60 5.11 5.31 5.51 5.71 5.90 6.06 6.19 60 65 5.20 5.44 5.71 5.99 6.26 6.52 6.73 65 70 5.28 5.57 5.90 6.26 6.65 7.04 7.38 70 75 5.34 5.67 6.06 6.52 7.04 7.59 8.14 75 80 5.38 5.75 6.19 6.73 7.38 8.14 8.96 80 85 -- 5.81 6.29 6.90 7.66 8.62 9.76
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. 18 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 3.5%; and Rates for a Variable Annuity with Assumed Net Return Rate of 3.5% JOINT AND LAST SURVIVOR ANNUITY 66 2/3% TO THE SURVIVOR NO MINIMUM PERIOD
Age of Age of Annuitant Second Annuitant Male 45 Male 50 Male 55 Male 60 Male 65 Male 70 Male 75 Male Female Female 50 Female 55 Female 60 Female 65 Female 70 Female 75 ---- ------ --------- --------- --------- --------- --------- --------- ------- 50 55 $4.51 $4.72 $4.94 $5.18 $5.44 $5.71 $6.00 55 60 4.70 4.94 5.20 5.49 5.81 6.14 6.49 60 65 4.90 5.18 5.49 5.84 6.23 6.65 7.09 65 70 5.11 5.44 5.81 6.23 6.71 7.25 7.82 70 75 5.34 5.71 6.14 6.65 7.25 7.93 8.69 75 80 5.58 6.00 6.49 7.09 7.82 8.69 9.69 80 85 -- 6.28 6.84 7.53 8.39 9.47 10.77
Rates for a Variable Annuity with Assumed Net Return Rate of 5% JOINT AND LAST SURVIVOR ANNUITY 66 2/3% TO THE SURVIVOR NO MINIMUM PERIOD
Age of Age of Annuitant Second Annuitant Male 45 Male 50 Male 55 Male 60 Male 65 Male 70 Male 75 Male Female Female 50 Female 55 Female 60 Female 65 Female 70 Female 75 ---- ------ --------- --------- --------- --------- --------- --------- ------- 50 55 $5.43 $5.62 $5.84 $6.08 $6.36 $6.65 $6.98 55 60 5.62 5.84 6.10 6.38 6.70 7.06 7.44 60 65 5.82 6.08 6.38 6.72 7.11 7.54 8.01 65 70 6.06 6.36 6.70 7.11 7.58 8.12 8.71 70 75 6.31 6.65 7.06 7.54 8.12 8.80 9.56 75 80 6.59 6.98 7.44 8.01 8.71 9.56 10.56 80 85 -- 7.31 7.84 8.49 9.33 10.38 11.66
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. 19 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 3.5%; and Rates for a Variable Annuity with Assumed Net Return Rate of 3.5% JOINT AND LAST SURVIVOR ANNUITY 50% TO THE SURVIVOR NO MINIMUM PERIOD
Age of Age of Annuitant Second Annuitant Male 45 Male 50 Male 55 Male 60 Male 65 Male 70 Male 75 Male Female Female 50 Female 55 Female 60 Female 65 Female 70 Female 75 ---- ------ --------- --------- --------- --------- --------- --------- ------- 50 55 $4.75 $4.98 $5.24 $5.55 $5.91 $ 6.32 $ 6.79 55 60 4.99 5.24 5.54 5.88 6.28 6.76 7.30 60 65 5.26 5.55 5.88 6.27 6.73 7.27 7.90 65 70 5.59 5.91 6.28 6.73 7.26 7.90 8.65 70 75 5.96 6.32 6.76 7.27 7.90 8.67 9.57 75 80 6.37 6.79 7.30 7.90 8.65 9.57 10.69 80 85 -- 7.30 7.88 8.59 9.49 10.61 12.00
Rates for a Variable Annuity with Assumed Net Return Rate of 5% JOINT AND LAST SURVIVOR ANNUITY 50% TO THE SURVIVOR NO MINIMUM PERIOD
Age of Age of Annuitant Second Annuitant Male 45 Male 50 Male 55 Male 60 Male 65 Male 70 Male 75 Male Female Female 50 Female 55 Female 60 Female 65 Female 70 Female 75 ---- ------ --------- --------- --------- --------- --------- --------- ------- 50 55 $5.67 $5.89 $6.15 $6.47 $6.84 $7.29 $7.81 55 60 5.91 6.15 6.44 6.78 7.20 7.70 8.28 60 65 6.20 6.47 6.78 7.16 7.63 8.19 8.86 65 70 6.54 6.84 7.20 7.63 8.16 8.80 9.58 70 75 6.95 7.29 7.70 8.19 8.80 9.56 10.48 75 80 7.42 7.81 8.28 8.86 9.58 10.48 11.60 80 85 -- 8.39 8.94 9.61 10.46 11.56 12.92
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. 20 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 3.5%; and Rates for a Variable Annuity with Assumed Net Return Rate of 3.5% JOINT AND LAST SURVIVOR ANNUITY 100% TO THE SURVIVOR 120 MONTHS MINIMUM PERIOD
Age of Age of Annuitant Second Annuitant Male 45 Male 50 Male 55 Male 60 Male 65 Male 70 Male 75 Male Female Female 50 Female 55 Female 60 Female 65 Female 70 Female 75 ---- ------ --------- --------- --------- --------- --------- --------- ------- 50 55 $4.10 $4.27 $4.42 $4.56 $4.68 $4.77 $4.83 55 60 4.21 4.42 4.64 4.84 5.02 5.16 5.26 60 65 4.30 4.56 4.84 5.12 5.38 5.61 5.78 65 70 4.37 4.68 5.02 5.38 5.76 6.10 6.37 70 75 4.42 4.77 5.16 5.61 6.10 6.58 7.00 75 80 4.46 4.83 5.26 5.78 6.37 7.00 7.58 80 85 - 4.86 5.33 5.88 6.55 7.29 8.02
Rates for a Variable Annuity with Assumed Net Return Rate of 5% JOINT AND LAST SURVIVOR ANNUITY 100% TO THE SURVIVOR 120 MONTHS MINIMUM PERIOD
Age of Age of Annuitant Second Annuitant Male 45 Male 50 Male 55 Male 60 Male 65 Male 70 Male 75 Male Female Female 50 Female 55 Female 60 Female 65 Female 70 Female 75 ---- ------ --------- --------- --------- --------- --------- --------- ------- 50 55 $5.00 $5.15 $5.30 $5.43 $5.55 $5.64 $5.71 55 60 5.10 5.30 5.50 5.69 5.87 6.01 6.12 60 65 5.19 5.43 5.69 5.96 6.21 6.44 6.61 65 70 5.27 5.55 5.87 6.21 6.57 6.90 7.17 70 75 5.32 5.64 6.01 6.44 6.90 7.37 7.78 75 80 5.36 5.71 6.12 6.61 7.17 7.78 8.34 80 85 - 5.75 6.19 6.72 7.35 8.06 8.76
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. 5. Special Terms Under Annuity Options 21 (a) When payments start, the age of the Annuitant plus the number of years for which payments are guaranteed must not exceed 95. (b) The present value of the payments to the Annuitant when payments start shall be more than 50% of the present value of the payments to be made to all payees; this restriction does not apply if Option 5 is chosen and the second Annuitant is the spouse of the Annuitant. 6. Other Terms of Annuity Options No choice of any Annuity Option may be made if the first payment would be less than $20 or if the total payments in a year would be less than $100. Age, where used in the above tables, means age nearest birthday on the date of the first payment. The tables for Options 4 and 5 use the Annuity table for 1949 with: (a) a 1 year age reduction for males; and (b) a 6 year age reduction for females. If Fixed Annuity Options 3, 4, or 5 are chosen and Aetna's current applicable rates at that time are larger than the rates above, the larger payment will be made. 7. Death of Annuitant/Beneficiary When an Annuitant dies while payments are being made under an Annuity Option, payments will be continued to the beneficiary as provided by the option. If no beneficiary is living, the present value of any remaining payments will be paid in one sum to the estate of the Annuitant. The present value will assume the same interest rate that was used when the first payment was made. When a beneficiary dies while a sum is held at interest, the amount held will be paid in one sum to the estate of the beneficiary. When a beneficiary dies while payments are being made under an Annuity Option, the present value of any remaining payments will be paid in one sum to the estate of the beneficiary. The present value will assume the same interest rate that was used when the first payment was made. 22 [Aetna Logo] Aetna Life Insurance and Annuity Company Home Office: 151 FARMINGTON AVE. HARTFORD, CONNECTICUT 06156 (203) 273-0123 GROUP VARIABLE OR FIXED ANNUITY OR COMBINATION CONTRACT NON-PARTICIPATING ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT. Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed as follows: The first paragraph of the Surrender Value provision of the Deposit, Reserve, and Surrender Provisions shall be changed to read as follows: The amount paid by Aetna upon the surrender of all or any portion of the Active Life Fund or the Individual Account(s) shall be reduced by a surrender fee. The surrender fee will be a percentage of the amount surrendered and will vary according to the number of Deposit Cycles completed for the Individual Account(s) being surrendered. The number and amount of deposits to be made in a year is chosen by the Owner. A Deposit Cycle is completed when this number or amount of deposits has been made. The number of completed Deposit Cycles may not be greater than the number of whole years since the date the Individual Account was established. For each surrender from an Individual Account, the fee will be as follows: Number of Deposit Cycles Completed Fee Less than 5 5% 5 or more but less than 7 4% 7 or more but less than 9 3% 9 or more 2% The last two paragraphs of the Surrender Value provision of the Deposit, Reserve, and Surrender Provisions shall be changed to read as follows: When the Active Life Fund held in the General Account exceeds $500,000 and the Owner chooses to surrender: (a) the total Active Life Fund; or (b) any Individual Accounts within a 12 month period having value in excess of 20% of the value of the total Active Life Fund; Aetna reserves the right to pay out such surrenders in equal installments over a period not to exceed 60 months. Under certain emergency conditions, Aetna has the right to defer payment of any surrender value: (a) for a period of 6 months as provided by state law; and (b) as provided by federal law. The last sentence of the Other Terms of Annuity Options provision of the Annuity Provisions shall be changed to read as follows: If Annuity Options 3, 4, or 5 are chosen and a larger payment would result from applying the Surrender Value to a current Aetna single premium immediate annuity, Aetna will make the larger payment. Endorsed and made a part of this Contract on the Effective Date of this Contract. /s/ William O. Bailey President 2 Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed as follows: The first paragraph of the Surrender Value provision of the Deposit, Reserve, and Surrender Provisions shall be changed to read as follows: The amount paid by Aetna upon the surrender of all or any portion of the Active Life Fund or the Individual Account(s) shall be reduced by a surrender fee. The surrender fee will be a percentage of the amount surrendered and will vary according to the number of Deposit Cycles completed for the Individual Account(s) being surrendered. The number and amount of deposits to be made in a year is chosen by the Owner. A deposit Cycle is completed when this number or amount of deposits has been made. The number of completed Deposit Cycles may not be greater than the number of whole years since the date the Individual Account was established. For each surrender from an Individual Account, the fee will be as follows: Number of Deposit Cycles Completed Fee Less than 5 5% 5 or more but less than 7 4% 7 or more but less than 9 3% 9 or more but less than 19 2% 19 or more 0% The last two paragraphs of the Surrender Value provision of the Deposit, Reserve, and Surrender Provisions shall be changed to read as follows: When the Active Life Fund held in the General Account exceeds $500,000 and the Owner chooses to surrender: (a) the total Active Life Fund; or (b) any Individual Accounts within a 12 month period having value in excess of 20% of the value of the total Active Life Fund; Aetna reserves the right to pay out such surrenders in equal installments over a period not to exceed 60 months. Under certain emergency conditions, Aetna has the right to defer payment of any surrender value: (a) for a period of 6 months as provided by state law; and (b) as provided by federal law. The last sentence of the Other Terms of Annuity Options provision of the Annuity Provisions shall be changed to read as follows: If Annuity Options 3, 4, or 5 are chosen and a larger payment would result from applying the Surrender Value to a current Aetna single premium immediate annuity, Aetna will make the larger payment. Endorsed and made a part of this Contract on the Effective Date of this Contract. /s/ William O. Bailey President 2 Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract/Certificate is hereby endorsed to revise the Deposit, Reserve, and Surrender Provisions as follows: Add to the Individual Account Reserve provision the following: Any portion of the above annual charge, which is indicated to reduce the Individual Account Reserve in the General Account, will be deducted from and not exceed the sum of: (a) interest in excess of 4% added by Aetna in accord with (b) above in the year prior to the due date of the annual charge; and (b) Net Deposits credited by Aetna to the General Account in the year prior to the due date of the annual charge. Aetna may pay in a lump sum any Individual Account Reserve when a Net Deposit in accord with this provision has not been credited for 3 full years and the Individual Account Reserve is less than $2,000. Add to the Surrender Value provision the following: The Values in the Table following only apply to Annual Deposits of exactly $1,000 credited by Aetna to the General Account. Values would be different for other modes of Deposits, Deposits in an amount other than $1,000, Deposits not made when due, prior partial surrenders, or if Aetna adds interest at a rate greater than the Guaranteed Interest Rate. The Paid-up Annuity Benefit assumes that no Deposits are credited after the end of a contract year and that the Individual Account Reserve accumulated at the Guaranteed Interest Rate at age 65 is applied to Option 4 with a stated period of 120 months. The Surrender Value assumes that a Deposit of exactly $1,000 is credited by Aetna and applied at the Guaranteed Interest Rate in the General Account at the beginning of the first contract year and each contract year thereafter. The charge referred to in the Individual Account Reserve provision is deducted. The applicable surrender fees in this provision are deducted. The Table on the following page(s) is as fully a part of this Endorsement as if included on this page before the signature below. Endorsed and made a part of this Contract or Certificate to which it was attached when initially issued. /s/ William O. Bailey President Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract or Certificate is hereby endorsed as follows: Payments under any life Annuity Option in this Contract or Certificate; which is elected on or after the effective date of this endorsement, will be determined without regard to the sex of the Annuitant(s). Any such payments will be based solely on the age of the Annuitant(s) (as determined by the Contract or Certificate); using the most favorable rate for that age under the benefit elected. If a larger payment would result by a female Annuitant using the rates shown in the Contract or Certificate for a male, the larger payment will be made. This endorsement was approved by the New York Insurance Department under an accelerated procedure to assist employers in complying with the United States Supreme Court decision in Arizona vs. Norris. The Department has reserved the right to require changes in this endorsement to comply with applicable New York law and regulations. Endorsed and made a part of the Contract or Certificate effective August 1, 1983. /s/ William O. Bailey President Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract or Certificate is endorsed to add at the end of the Surrender Value provision the following: The surrender fee of 2% is not deducted for a surrender from the Reserve, or from a Participant's Individual Account, when: (a) no less than 9 deposit cycles have been completed for the Annuitant, or the said Participant; and (b) the Annuitant or the said Participant is no less than age 59 1/2. Endorsed and made a part of this Contract or Certificate on: (a) the Date of Issue (Effective Date) of the Contract; or (b) the effective date of coverage under the Group Contract of the Participant named in the Certificate. /s/ William O. Bailey President Aetna Life Insurance and Annuity Company Home Office: 151 FARMINGTON AVE. HARTFORD, CONNECTICUT 06156 (203) 273-0123 GROUP VARIABLE OR FIXED ANNUITY OR COMBINATION CONTRACT NON-PARTICIPATING ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed as follows: The definition of Separate Account under the Definition of Certain Terms or General Definitions section of the contract is hereby amended to read as follows: Separate Account: An account which buys and holds shares of the Fund(s). Income, gains or losses, realized or unrealized are credited or charged to this account without regard to other income, gains or losses of Aetna. Aetna owns the assets held in a separate account and is not a trustee as to such amounts. These accounts generally are not guaranteed and are held at market value. The assets of such accounts, to the extent of reserves and other contract liabilities of the account, shall not be charged with other Aetna liabilities. Endorsed and made a part of the Contract. /s/ Edmund F. Kelly President Aetna Life Insurance and Annuity Aetna Life Insurance and Annuity Company ENDORSEMENT The Contract is hereby endorsed. The term Valuation Period under Definitions is amended to read as follows: 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 day, or such other day that one or more of the Funds determines its net asset value. Endorsed and made a part of the Contract. /s/ G. G. Benanav President Aetna Life Insurance and Annuity Company Aetna Life Insurance and Annuity Company ENDORSEMENT Add the following conditions to the Contributions, Valuation and Discontinuance Contributions or the Deposit, Reserve and Surrender Provision portion of the Contract: The following distribution options may be elected by the Owner. (a) Estate Conservation Option (ECO): A distribution option under which a portion of the Individual Account Reserve Value will automatically be surrendered and distributed each year. (1) An ECO payment will be determined in the following manner: a. Payments will commence no earlier than the year in which the Owner attains age 70-1/2, and will be calculated on the full Reserve Value of the Individual Account, except as provided in b. b. If Aetna maintains separate records of the value of the account as of December 31, 1986, (see below), payments made on or after the year in which the Owner attains age 75 will only be calculated on amounts contributed after December 31, 1986, plus all interest credited after that date. The method under this rule is only used upon election of the Owner and will no longer be effective if the Owner submits a withdrawal request in addition to a scheduled ECO payment from the Individual Account, at which time ECO payments will then be determined under a. Aetna will maintain separate records, if the Owner has not requested any withdrawals from his or her individual Account since December 31, 1986. If a Owner attained age 70 1/2 prior to 1988 or is a Owner in a governmental or church Tax Deferred Annuity (TDA) plan, the Owner must be retired in order to qualify under b. (2) Amount of Distribution: Each year that ECO is in effect, Aetna will calculate and distribute an amount equal to the minimum required distribution under the Code. The annual distribution will be determined by dividing the Individual Account Reserve Value, including any current loan(s) outstanding, as of December 31 of the year prior to the year for which the payment is to be made, by a life expectancy factor. As elected by the Owner, the factor is either the single life or joint life expectancy based on tables in Section 401(a)(9) of the Code or related regulations. If joint life expectancy is elected and the Owner or spouse dies, payments will be calculated based on the survivor's life expectancy. 1 These calculations may be changed as necessary to comply with the Code minimum distribution rules. The joint life expectancy factor can only be elected based on the joint life expectancy of the Owner and his or her spouse, and such spouse must be named as the beneficiary of any death benefits under the Contract while ECO is in effect. (3) Minimum Reserve Value: At its discretion, Aetna may require a minimum initial Reserve Value for election of this option. If after election of this option the Reserve Value is insufficient to make a scheduled ECO payment, Aetna will distribute the entire balance of the Individual Account. (4) Date of Distribution: The Owner shall specify the initial distribution date. The earliest date is the first day of the calendar year in which the Owner attains age 70 1/2. Subsequent distributions will be made annually on June 15 or such other date Aetna may designate or allow. (5) Elections and Revocation: ECO may be elected by the Owner by submitting a completed and signed election form to Aetna's Home Office. If the Contract Owner has notified Aetna that the TDA Plan is subject to Title I of the Employee Retirement Income Security Act of 1974 as amended, the Owner must also submit the appropriate joint and survivor annuity waiver and spousal consent form(s) to Aetna at its Home Office. Once elected, this option may be revoked by the Owner by submitting a written request to Aetna at its Home Office. Any revocation will apply only to amounts not yet paid. ECO may be elected only once. (6) Reservation of Rights: Aetna reserves the right to change the terms of ECO for future elections and discontinue the availability of this option after proper notification. Aetna also reserves the right to allow payments to be made more frequently than annually. (b) Systematic Withdrawal Option (SWO): A distribution option under which a portion of the Individual Account Reserve Value will automatically be surrendered and distributed each year. (1) Amount of Distribution: The Owner may elect one of the two payment methods described below. [bullet] Specified Amount: Payments of a designated dollar amount which must be no greater than 10% of the initial Reserve Value and shall remain constant unless a higher amount is required under Code minimum distribution rules. Each year that the Specified Amount is in effect, Aetna will calculate the minimum required distribution under the Code and distribute this amount if it is larger than the amount elected by the Owner. The life expectancy factor for this purpose will be the Owner's life expectancy at the time of the election of this option, and with each subsequent calendar year the factor will be reduced by one. The minimum 2 required distribution will be determined by dividing the Individual Account Reserve Value, including any current loan(s) outstanding, as of December 31 of the year prior to the year for which the payment is to be made, by a life expectancy factor. At its discretion, Aetna may require a minimum initial payment amount; or [bullet] Specified Period: Payments which are made over a period of time which must be at least 10 years, unless otherwise required by Code minimum distribution rules. The maximum specified period will be limited by the Code minimum distribution rules. The annual amount paid each year is calculated by dividing the Individual Account Reserve Value as of December 31 of the prior year, including any outstanding loan(s), by the number of payment years remaining. The life expectancy factor is either the single life or joint life expectancy, as elected by the Owner, based on tables in Section 401(a)(9) of the Code or related regulations. If the joint life expectancy is elected, upon the death of either the Owner or the spouse, the minimum required distribution for the Specified Amount payment method will continue to be calculated in the same manner as described in (b)(1). Payments upon the Owner's death will continue in the manner described above, unless the spouse elects an alternate payment mode. Any mode elected must provide payments to be made at least as rapidly as those made prior to the Owner's death. These calculations may be changed as necessary to comply with the Code minimum distribution rules. The joint life expectancy factor can only be elected based on the joint life expectancy of the Owner and his or her spouse, and such spouse must be named as the beneficiary of any death benefits under the Contract while SWO is in effect (2) Minimum Initial Reserve Value: At its discretion, Aetna may require a minimum initial Reserve Value for election of this option. If after election of this option the Reserve Value is insufficient to make a scheduled SWO payment, Aetna will distribute the entire balance of the Individual Account. (3) Date of Distribution: The Owner shall specify the initial distribution date. The earliest date is the first day of the calendar year in which the Owner attains age 70-1/2. SWO payments will be made annually. Subsequent distributions will be made annually on June 15 or such other date Aetna may designate or allow. (5) Elections and Revocation: SWO may be elected by the Owner by submitting a completed and signed election form to Aetna's Home Office. If the Contract Owner has notified Aetna that the TDA Plan is subject to Title I of the Employee Retirement Income Security Act of 1974 as amended, the Owner must also submit the appropriate joint and survivor annuity waiver and spousal consent form(s) to Aetna at its Home Office. 3 Once elected, this option may be revoked by the Owner by submitting a written request to Aetna at its Home Office. Any revocation will apply only to amounts not yet paid. SWO may be elected only once. (6) Reservation of Rights: Aetna reserves the right to change the terms of SWO for future elections and discontinue the availability of this option after proper notification. Aetna also reserves the right to allow payments to be made more frequently than annually. Endorsed and made a part of the Contract on October 15, 1990 or the effective date of the Contract whichever is later. /s/ John J. Martin President Aetna Life Insurance and Annuity Company 4 Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed as follows: The following new condition is added to the Retirement Annuity Provisions or the Annuity Provisions of the Contract as follows: Notice to Effect an Annuity/Choices to be Made - An Annuity Option may be elected by telling Aetna to pay all or any portion of the Individual Account Reserve (minus any premium tax) as a premium for an Annuity under Option 2, 3, or 4 (see 4.06). The present value of the expected payments to the Annuitant when payments start shall be determined in accordance with the tables under Code Section 401(a)(9) regulations in order to comply with the incidental death benefit test. This restriction does not apply if Option 4(e) is chosen and the second Annuitant is the spouse of the Annuitant. Payment Commencement Date - Generally, the first Annuity payment must be made no later than the April 1 of the calendar year following the year in which the Owner turns age 70 1/2 or such later date as may be allowed under Federal law or regulations. In no event may any payments to the Annuitant under an Annuity Option extend beyond: (a) The life of the Annuitant; (b) The lives of the Annuitant and beneficiary; (c) A period certain greater than the Annuitant's life expectancy according to regulations under Code Section 401(a)(9), determined as of the date payments are to commence; or (d) A period certain greater than the life expectancies of the Annuitant and beneficiary according to regulations under Code Section 401(a)(9), determined as of the date payments are to begin. For distributions taken in a lump sum, see Termination/Surrender Provision. Add the following option to Retirement Annuity Provisions or Annuity Provisions as Option 5 subsection (d),(e) or Option E as follows: 100% of the payment to continue to the survivor if the survivor is the Annuitant and 50% of the payment to continue to the survivor if the survivor is the second Annuitant. 1 OPTION 5 LIFE INCOME FOR TWO PAYEES JOINT AND 1/2 CONTINGENT LIFE INCOME ANNUITY NO MINIMUM PERIOD 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 3.5% and Rates for a Variable Annuity with Assumed Net Return Rate of 3.5% Age of Second Annuitant
Age of Annuitant 45 50 55 60 65 70 75 80 85 45 $3.86 $3.89 $3.93 $3.94 $3.96 $3.97 $3.98 $3.98 $3.98 50 4.02 4.10 4.15 4.18 4.21 4.23 4.24 4.25 4.26 55 4.22 4.31 4.42 4.48 4.53 4.57 4.59 4.61 4.61 60 4.43 4.56 4.70 4.84 4.93 4.99 5.04 5.07 5.09 65 4.69 4.84 5.02 5.22 5.42 5.54 5.63 5.69 5.73 70 4.99 5.17 5.39 5.65 5.93 6.23 6.40 6.52 6.60 75 5.33 5.54 5.82 6.14 6.52 6.95 7.40 7.64 7.81 80 5.70 5.96 6.29 6.69 7.17 7.75 8.41 9.08 9.45 85 6.07 6.38 6.75 7.24 7.84 8.59 9.49 10.51 11.50
Rates for a Variable Annuity with Assumed Net Return Rate of 5% Age of Second Annuitant
Age of Annuitant 45 50 55 60 65 70 75 80 85 45 $4.80 $4.83 $4.86 $4.88 $4.89 $4.90 $4.91 $4.92 $4.92 50 4.95 5.02 5.06 5.10 5.13 5.15 5.16 5.17 5.18 55 5.14 5.23 5.32 5.38 5.43 5.46 5.49 5.51 5.52 60 5.36 5.47 5.59 5.72 5.80 5.86 5.91 5.95 5.97 65 5.63 5.77 5.93 6.10 6.29 6.41 6.50 6.56 6.60 70 5.96 6.12 6.31 6.54 6.81 7.08 7.25 7.37 7.46 75 6.35 6.54 6.77 7.06 7.42 7.81 8.25 8.49 8.66 80 6.79 7.01 7.30 7.66 8.11 8.65 9.28 9.93 10.29 85 7.26 7.53 7.86 8.29 8.85 9.55 10.41 11.39 12.37
These Annuity rates are based on mortality from 1983 Table a. 2 Endorsed and made a part of the Contract effective October 15, 1990 or the effective date of the Contract whichever is later. /s/ John J. Martin President Aetna Life Insurance and Annuity Company 3 Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed to allow for the election of a loan as follows: Add to the DEPOSIT, RESERVE, AND SURRENDER PROVISIONS the following provision: 14. Loan Value - During the accumulation period, a Participant may request a loan from his or her Individual Account by submitting a loan request form to Aetna's Home Office. If a Participant is married, his or her spouse must consent in writing and in a form acceptable to Aetna before the loan will be made. For Tax Deferred Annuity Contracts governed by The Employee Retirement Income Security Act Title I (ERISA), the loan request must be accompanied by the appropriate waiver and spousal consent form. A loan will not be allowed within 12 months from the date of any prior loan. The Loan Effective Date will be the date the Home Office receives the loan request form and spousal consent, if necessary, in good order. All loans subject to the following conditions: (a) The minimum vested Individual Account Reserve value must be $2,000. The loan amount must be at least $ 1,000. The loan amount may not exceed the lesser of: (a) 50% of the vested Individual Account Reserve value reduced by any outstanding loan balance(s) on the date on which the loan is made; or (b) $50,000 reduced by the highest outstanding balance(s) of loans, during the preceding 12 months ending the day before the current loan is made. (b) The values in the Fund(s), Fixed Account, GA Account and GET Fund are included in determining the Individual Account Reserve value for purposes of paragraph (a). However, only amounts in the Fund(s) and Fixed Account are available for making the actual loan. If a Participant intends to request a loan in excess of the Reserve value of the Fund(s) and the Fixed Account in the Individual Account, the excess amount must first be transferred from the GA Account, or GET Fund to any other Fund(s) or to the Fixed Account. Amounts transferred from the GA Account will be subject to the GA Account withdrawal and Market Value Adjustment (MVA) provisions. Amounts transferred from the GET Fund prior to the maturity date will be at the then applicable GET Fund Unit Value. Aetna reserves the right to restrict or limit the amount that may be loaned from any investment option at any time. When a loan is made, the number of accumulation units equal to the loan amount will be withdrawn from the Individual Account. The amount of the loan to be made will be withdrawn on a pro rata basis from the Fixed Account and from each of the Fund(s), except GET. Accumulation units withdrawn from an Individual Account to provide a 1 loan do not participate in the investment experience of the investment options from which they were withdrawn. (c) On the first business day of each calendar month, Aetna will determine a Loan Interest Rate. This rate will be equal to Moody's Corporate Bond Yield Average-Monthly Average Corporates as published by Moody's Investors Service, Inc. for the calendar month beginning two months before the date on which the new Loan Interest Rate is effective. The Loan Interest Rate for the calendar month in which the loan is effective will apply for one year from the Loan Effective Date. Annually on the anniversary of the Loan Effective Date, the rate will be adjusted to equal the Loan Interest Rate determined for the month in which the loan anniversary occurs. (d) Principal and interest on loans must be amortized in quarterly installments over a 5 year term. If the Loan Interest Rate is adjusted, future repayments will be adjusted so that the outstanding loan balance is amortized in equal quarterly installments over the remaining term. A quarterly processing fee equal to .74% of the outstanding loan balance will be deducted from each repayment and retained by Aetna. The remainder of each repayment will be credited to the Individual Account. Repayment amounts credited to the Individual Account will be allocated among the same investment options and in the same proportions as amounts were withdrawn to make the loan. (e) A bill in the amount of the quarterly repayment due will be mailed to the Participant in advance of the repayment due date. The repayment due date will be the first business day of the month in which the 7th calendar day after the loan effective date falls. The repayment will be in default if it is not received by Aetna at its Home Office before the end of the month in which the due date falls. (f) If a repayment is in default, an amount equal to the repayment amount and any applicable deferred sales charge will be deducted from the Individual Account as a deemed partial surrender. The date of the surrender will be the first business day following the last day of the month in which the repayment was due. The surrendered amount will automatically be applied to make the repayment that is in default and will thereafter be subject to (d). (g) If a repayment is received in excess of a billed amount, the excess will be applied towards the principal portion of the outstanding loan. Repayments received which are less than the billed amount will be returned to the Participant; therefore, the repayment will be in default and (f) will apply. (h) Prepayment of the entire loan balance will be allowed. At the time of prepayment, Aetna will bill the Participant for any accrued Loan Interest, which will be applied in accordance with (d). Aetna will consider the loan paid when this amount is received. 2 (i) If an Individual Account is surrendered while there is an outstanding loan balance, accrued Loan Interest and any applicable deferred sales charge will be deducted from the Individual Account Reserve value. (j) Upon the election of an Annuity Option or the Participant's death, the loan will be canceled resulting in a distribution of the outstanding loan balance. Accrued Loan Interest will be deducted from the Individual Account Current Value and this interest will then be treated as a quarterly repayment under (d). (k) If the Participant's vested Individual Account Reserve value falls below an amount equal to 25% of the total loan(s) outstanding, Aetna reserves the right to require repayment of all outstanding loans. Endorsed and made a part of the Contract effective 3 Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed to delete the previous Guaranteed Accumulation Account (GA Account) Endorsement and replace it with the following: Add to the GENERAL DEFINITIONS Section of the Contract the following paragraphs: Maturity Date: The last day of a GA Account Term. Matured Term Value: The amount payable on a GA Account Term's Maturity Date. Nonunitized Separate Account: An account set up by Aetna under Tile 38, Sec. 38-154a, of the Connecticut General Statutes, which is used to hold assets for GA Account Terms greater than three years. The Owner or Participant, as applicable, does not participate in the investment gain or loss from the assets held in the GA Account. The Guaranteed Accumulation Account (GA Account) is amended and restated as follows: The GA Account guarantees stipulated rates of interest for stated periods of time (see (1) and (3) below). Amounts withdrawn before the end of a Guaranteed Term may be subject to a Market Value Adjustment (MVA) (see (7) below). (1) Deposit Period - A calendar month, a calendar quarter, or any other period of time specified by Aetna during which Net Purchase Payment(s) and transfers are accepted into the GA Account for one or more Guaranteed Terms. (2) Guaranteed Term (Term) - The period of time for which interest rates are guaranteed on Net Purchase Payment(s) and on transfers made into a Deposit Period of the GA Account. Terms are offered at Aetna's discretion for various lengths of time ranging up to and including ten years. (3) Guaranteed Term Classifications - The grouping of Terms according to their time to maturity. The following are the Classifications: (a) Short Term: Terms of up to and including 3 years; or (b) Long Term: Terms of greater than 3 years and up to and including 10 years. During a Deposit Period, Aetna may make available one or more Terms within a Classification. The Owner has the option to allocate Net Purchase Payment(s) and transfers into any or all of the available Deposit Period Terms. If no specific direction is given, Net Purchase Payment(s) and transfers will go into available Terms on a pro rata basis within the 1 Classification(s) previously chosen by the Owner. At least one Term in the Short Term Classification will be available each Deposit Period. (4) Guaranteed GA Account Interest Rates (Guaranteed Rates) - Aetna will declare all interest rate(s) applicable to a specific Term at the start of the Deposit Period for that Term. These rate(s) are guaranteed by Aetna for that Deposit Period and the ensuing Term and are not based on the actual investment experience of the underlying assets in the GA Account. The Guaranteed Rates are annual effective yields. The interest is credited daily at a rate that will produce the guaranteed annual effective yield over the period of a year. No annual rate will ever be less than 4%. For Terms of one year or less, one Guaranteed Interest Rate is set and announced for that full Term. For other Terms, there may be two or more rates. The rate(s) will be set and announced prior to the Deposit Period for that Term and will not be subject to change. (5) Withdrawals from GA Account - Full or partial surrenders may be requested at any time from the GA Account. However, amounts withdrawn prior to the Maturity Date of a Term to satisfy a surrender request may be subject to an MVA (see (7) below). Full and partial surrenders are satisfied by withdrawing amounts from each of the Fund(s), the Fixed Account, the GA Account Short Term Classification and the GA Account Long Term Classification on a pro rata basis. However, the Owner or Participant, as applicable, may specify a particular order in which investment options will be liquidated in order to satisfy a partial surrender request. For purposes of withdrawals, Terms within the GA Account Short Term and Long Term Classifications are considered as two separate investment options. Any withdrawal which is a surrender will be subject to the Maintenance Fee and Surrender Fee as appropriate. Also, amounts will be removed within a GA Account Classification starting with the Term still in effect with the oldest Deposit Period. Amounts may be transferred at any time subject to Contract specifications (see (9) below). Amounts transferred prior to the Maturity Date of a Term are subject to an MVA (see (7) below). Fund(s) will be removed within the elected Classification starting with the Term still in effect with the oldest Deposit Period. During the Deposit Period and the 90 days following the close of the Deposit Period, any amounts applied to the GA Account during that Deposit Period may not be withdrawn unless due to: (a) A full or partial surrender; (b) A payment of a premium for an Annuity Option; or (c) The Sum Payable at Death provision. 2 (6) Maturity Date/Reinvestment - For all GA Account Term(s) existing as of the effective date of this endorsement in addition to GA Account Term(s) announced subsequent to that date, the Owner or Participant, as applicable, will be mailed a notice at least 18 calendar days before a Term's Maturity Date. This notice will contain the current Deposit Period's Guaranteed Rate(s), Term(s) and a projected Matured Term Value. The Matured Term Value may be surrendered or transferred on the Term's Maturity Date without an MVA. If no specific direction is given by the Owner or Participant, as applicable, prior to the Maturity Date, each Matured Term Value will be reinvested in a Term of the same duration. In the event that a Term of the same duration is unavailable, each Matured Term Value will automatically be reinvested in the next shortest Term available in the same Classification during the then current Deposit Period. If however, only one Term is available within the Classification, then the Matured Term Value will automatically be reinvested in that Term. Within two business days after the Maturity Date, the Owner or Participant, as applicable, will be mailed a confirmation statement. This statement will state the Terms and Guaranteed Rates which will apply to the reinvested Matured Term Value. During the calendar month following the Term's Maturity Date, one exception is allowed to the 90 day transfer restriction and MVA under (5) and (7). This exception is applicable to each Matured Term Value plus any interest accrued thereon, provided no part of the Matured Term Value was transferred on the Maturity Date. During this calendar month period, the Owner or Participant, as applicable, may notify Aetna's Home Office to transfer or surrender all or part of the Matured Term Value plus any interest accrued thereon from the GA Account without an MVA. This provision only applies to the first such request received from the Owner or Participant, as applicable, during this period for any Matured Term Value. The Matured Term Value plus any interest accrued thereon may be transferred upon such request without an MVA: (a) To any other Terms of the GA Account available in the current Deposit Period; or (b) To any other allowable Fund(s). If no such notification is given, the Matured Term Value will remain subject to the terms and conditions of the new Term. All surrender and transfer requests will be processed as of the date they are received in good order at Aetna's Home Office. If this Contract is issued under a Tax Deferred Annuity Plan (see Specifications page) the above notice will be sent to the Participant(s). (7) Market Value Adjustment (MVA) - There will be an MVA for a withdrawal from the GA Account before the end of a Term when the withdrawal is due to: 3 (a) A transfer; (b) A full or partial surrender; or (c) A payment of a premium for Annuity Option 2. The amount of the withdrawal will be adjusted to a market value amount as described below. The market value adjusted amount will be equal to the amount withdrawn multiplied by the following ratio: x --- 365 (1+i) --------- x --- 365 (1+j) Where: i is the Deposit Yield j is the Current Yield x is the number of days remaining, (computed from Wednesday of the week of withdrawal) in the Guaranteed Term. The Deposit Period Yield will be determined as follows: [bullet] At the close of the last business day of each week of the Deposit Period, a yield will be computed as the average of the yields on that day of U.S. Treasury Notes which mature in the last three months of the Guaranteed Term. [bullet] 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. In the event that no U.S. Treasury Notes which mature in the last three months of the Guaranteed Term exist, Aetna reserves the right to use the U.S. Treasury Notes that mature in a following quarter. Full and partial surrenders as well as transfers made within six months of the date of death of the Participant under the Sum Payable at Death provision will be the greater of: 4 [bullet] The aggregate MVA amount which is the sum of all market value adjusted amounts calculated due to a withdrawal of amounts (for surrender or transfer) from Terms prior to the end of those Terms. The aggregate MVA may be either positive or negative; or [bullet] The applicable portion of the Current Value in the GA Account. After the six month period, the surrender or transfer will be the aggregate MVA amount (i.e. including all MVAs). The greater of the aggregate MVA amount or the applicable portion of the Current Value in the GA Account is applied to amounts withdrawn from the GA Account for payment of a premium under Annuity Options 3 or 4. Aetna may make any change to this provision with 30 days advance written notice to the Owner or Participant, as applicable. Any such change shall become effective for Purchase Payment(s), transfers or reinvestments made to any new Term by any present or future Participant. (8) Deposits to the GA Account - All amounts in the GA Account under the Short Term Classification are made to the General Account. All amounts in the GA Account under the Long Term Classifications are made to a Nonunitized Separate Account. There are no discrete units for this Nonunitized Separate Account. The Owner or Participant, as applicable, does not participate in the gain or loss from the assets held in the Nonunitized Separate Account. Such gain or loss is borne entirely by Aetna. These assets may be chargeable with liabilities arising out of any other business of Aetna. For Terms under both the Short Term and Long Term Classifications, Aetna guarantees stipulated interest rates to be credited to the GA Account. All assets of Aetna including amounts made to the GA Account are available to meet the guarantees under the GA Account. (9) Before an Annuity Option is elected, all or any portion of the Current Value may be transferred from any Fund or GA Account: (a) To any other allowable Fund; (b) To the Fixed Account; or (c) To Terms of the GA Account available in the current Deposit Period. Amounts in a specific GA Account Term cannot be transferred to the Deposit Period of another Term within the same Classification except at the Term's maturity (see (6)). 5 Amounts applied to Classifications of the GA Account may not be transferred to the Fund(s) or to the Fixed Account during the Deposit Period or for 90 days after the close of the Deposit Period. Transfers from Terms of the GA Account are subject to the Withdrawal and MVA provisions (see (5) and (7)). Twelve transfers of Current Value can be made during a calendar year period. The Transfer of any portion of the GA Account value at the Maturity Date of a Term is not counted for this purpose. Aetna may allow additional transfers, but each may be subject to a fee of up to $10. Endorsed and made a part of this Contract on May 1, 1991 or the effective date of the Contract whichever is later. /s/ John J. Martin President Aetna Life Insurance and Annuity Company 6 Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed as follows: The Contract section entitled Definitions is amended to include the following defined terms: Aetna GET Fund (GET Fund): An open-end registered management investment company organized as a series fund. Each series of GET Fund constitutes a separate Fund under this Contract. Unless specifically indicated otherwise in this Contract, all references to Fund(s) in this Contract shall include each series of GET Fund. Allocation Period: The period of time, usually from one to three months, during which amounts may be allocated to a series of GET Fund, whether by transfer or by Net Stipulated Payment(s). Each series of GET Fund will have a specific Allocation Period. At its discretion, Aetna may allow additional amounts to be allocated to a series of GET Fund during the Guarantee Period. The Guarantee established at the close of the Allocation Period will apply to these amounts. At its discretion, Aetna may specify a minimum amount per transfer and per Net Stipulated Payment amount for each series prior to the beginning of the Allocation Period for that series. Aetna will specify a minimum amount of assets that a series of the GET Fund must contain at the close of the Allocation Period; and reserves the right to terminate a series if it does not meet this minimum standard. If Aetna elects to terminate the GET Fund and not to start the Guarantee Period, Aetna will mail each Owner with amount(s) in the series a notice that the series is being canceled. The cancellation notice will be mailed no later than 15 calendar days after the Allocation Period ends. The Owner will have 45 calendar days from the end of the Allocation Period to transfer the Current Value of the canceled series of GET Fund to another accumulation option(s). If no transfer is made prior to the end of the 45 calendar day period, the Current Value in the canceled series of GET Fund will be transferred to Aetna Variable Encore Fund, a money market fund during the next Valuation Period. Aetna will also specify the maximum amount of assets that will be accepted into a series of the GET Fund; and reserves the right to not allow additional allocation to a series if it exceeds this maximum standard. If Aetna elects not to allow additional allocation to the series of GET Fund, Aetna will stop accepting Net Stipulated Payments and transfers into the series 10 calendar days after such election. The Allocation Period will continue until the date the Guarantee Period begins. GET Fund Maturity Date: The date at which the Guaranteed Period for a series will end and the GET Fund Record Units for that series will be liquidated. Another accumulation option 1 must then be elected. If no such election is made by the GET Fund Maturity Date, the portion of the Current Value based on that GET Fund series will be transferred to the Allocation Period for another series of GET Fund. If no GET Fund Series is available, 50% of the Current Value from that GET Fund series will be transferred to Aetna Variable Fund, a growth and income fund. The remaining 50% of the Current Value will be transferred to Aetna Income Shares, a bond fund. The transfers will be made during the next Valuation Period. Such transfers will not be counted as one of the free transfers. The GET Fund Maturity Date will be specified before the Allocation Period for that series begins. Guarantee: Aetna guarantees that on a series' GET Fund Maturity Date, the value of each GET Fund Record Unit then outstanding in that series will not be less than the value of the Record Unit on the last day of the Allocation Period. Aetna will transfer any amount necessary from its general account to the Separate Account in order to bring that Record Unit Value to the guaranteed level. This Guarantee does not apply to GET Fund Record Unit Values withdrawn or transferred before the GET Fund Maturity Date. Guaranteed Period: The length of time to which the Guarantee applies for a series, ending on the GET Fund Maturity Date. This period will be specified before the Allocation Period for a series begins. The Contract section entitled Net Investment Factor or Investment Increment Factors - Separate Account is amended to add the following: The Net Return Factor for GET Fund is equal to 1.0000000 plus the Net Return Rate. The Net Return Rate for each series of GET Fund, notwithstanding any other provision of this Contract, is equal to: (i) The value of the shares of that series of GET Fund held by the Separate Account at the end of a Valuation Period; minus (ii) The value of the shares of that series of GET Fund held by the Separate Account at the start of the Valuation Period; plus or minus (iii) The proportional share of taxes (or reserves for taxes) on the Separate Account (if any); divided by (iv) The total value of the GET Fund Record Units of the Separate Account for that series at the start of the Valuation Period; minus (v) A daily actuarial deduction at an annual rate of 1.25% for annuity mortality and expense risks and profit; minus (vi) A daily deduction at an annual rate of 0.25% during the Guaranteed Period for Aetna's guarantee of GET Fund Record Unit Values. This deduction will be determined prior to the start of any series of GET Fund's Allocation Period; and 2 (vii) A daily administrative deduction which will not exceed 0.25% on an annual basis. The Net Return Rate may be more or less than 0%. The value of a share of a GET Fund series is equal to the net assets of that series divided by the number of outstanding shares of that series. The Contract section entitled Transfer is amended to include the following paragraph at the end of this provision: Withdrawals or transfers from a GET Fund series before the Maturity Date will be at the then applicable GET Fund Record Unit Value, which may be more or less than the Record Unit Value guaranteed at the GET Fund Maturity Date. The Contract section entitled Termination Benefit or Reinstatement is amended to include the following paragraph at the end of this Provision: Amounts attributable to GET will be reinstated to the Allocation Period of a GET series, if available. If a GET series Allocation Period is unavailable, amounts will be reallocated among other Fund(s), the General Account and the GA Account, (if applicable), on a prorata basis. The Contract section entitled Options Available to Beneficiary/Annuitant or Choices to be Made is amended to include the following paragraph at the end of this provision: Contract values based on any GET Fund series must be transferred to another accumulation option prior to election of an Annuity Option. Endorsed and made a part of this Contract on the effective date of the Contract. /s/ Dan Kearney President Aetna Life Insurance and Annuity Company 3 Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract or Certificate is hereby endorsed as follows: Payments under any life Annuity Option in this Contract or Certificate; which is elected on or after the effective date of this endorsement, will be determined without regard to the sex of the Annuitant(s). Any such payments will be based solely on the age of the Annuitant(s) (as determined by the Contract or Certificate); using the most favorable rate for that age under the benefit elected. If a larger payment would result by a female Annuitant using the rates shown in the Contract or Certificate for a male, the larger payment will be made. Endorsed and made a part of the Contract or Certificate effective August 1, 1983. /s/ William O. Bailey President Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed as follows: 1. The following sections a), b), and c) will apply to all Participants under this Contract. a) Add to the Deposit, Reserve, and Surrender Provisions the following: Reinstatement: All or a portion of the proceeds of a full surrender of this Contract may be reinvested within 30 days after the surrender if allowed by law. Any annual maintenance charge and Surrender Fee imposed at the time of surrender on the amount being reinvested will be included in the reinstatement. Any Market Value Adjustment deducted from GA Account surrenders will not be included in the reinstatement. Amounts will be reinstated among the Fixed Account, GA Account, and Separate Account in the same proportion as they were at the time of surrender. Any amounts reinstated to the GA Account will be credited to the current Deposit Period. The number of Record Units reinstated will be based on the Record Unit Value(s) next computed after receipt at Aetna's Home Office of the reinstatement request and the amount to be reinvested. Any annual maintenance charge which falls due after the surrender and before the reinstatement will be deducted from the amount reinstated. Reinstatement is permitted only once. b) Delete the paragraph under the section titled Individual Accounts and add the following: Aetna will maintain Individual Accounts for each Participant. Aetna will credit the Net Deposit(s) among: a) the General Account; b) the Guaranteed Accumulation Account; c) the Fund(s) in which the Separate Account invests. The percentage of the Net Deposit(s) to be applied to each investment above must be chosen by the Owner. During any calendar year, Aetna may be told to change the investment mix four times. If additional changes are allowed, each may be subject to a fee of up to $10. c) Delete the paragraph under the section titled Transfer of Individual Account Reserves and add the following: 1 Before an annuity option is elected, the Owner may transfer any portion of the Individual Account Reserves from any Fund to any other Fund, to the General Account, or to the GA Account's current Deposit Period. Any portion of the Individual Account Reserve in the GA Account may be transferred to any Fund or to the General Account. Transfers from the GA Account are subject to the Withdrawal and Market Value Adjustment provisions. Four transfers of Individual Account Reserves (excluding transfers from the GA Account at the end of a Guaranteed Term) can be made during a calendar year period. If additional transfers are allowed, each may be subject to a fee of up to $10. 2. The following changes will not apply to Participants covered under the Contract before the effective date of this endorsement. a) Delete the paragraph titled Deductions From The Separate Account And The Funds on the Specifications page and add the following: Deductions from the Separate Account - There will be deductions for mortality and expense risks and administrative fees. If the dollar amount of Variable Annuity payments are not to decrease, Aetna must earn a gross return on the assets of the Separate Account of: [bullet] 4.75% on an annual basis, plus an annual return of up to .25% needed to offset the administrative charge set at the time annuity payments commenced, if an Assumed Annual Net Return Rate of 3.5% is chosen; or, [bullet] 6.25% on an annual basis, plus an annual return of up to .25% needed to offset the administrative charge set at the time annuity payments commended, if an Assumed Annual Net Return Rate of 5% is chosen. b) Delete the paragraph under the section titled Investment Increment Factors - Separate Account and insert the following: Investment Increment Factors are those items used to determine a Fund's Net Return Factor for each valuation period. The Net Return Factors are used to compute all Separate Account values and payments for any Fund. The Net Return Factor 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 2 (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 Record Units and Fund Annuity Units of the Separate Account at the start of the Valuation Period; minus (e) a daily actuarial charge at an annual rate of 1.25% for annuity mortality and expense risks and profit; and a daily administrative charge which will not exceed .25% on an annual basis. A Net Return Rate may be more or less than 0. The value of a share of the Fund is equal to the net assets of the Fund divided by the number of shares outstanding. The administrative charge may be changed annually except for amounts which have been used to purchase an annuity. This charge will not exceed .25%. c) Under the section titled Fund(s) Annuity Unit Value - Separate Account, delete the last paragraph and add the following: Payments shall not be changed due to changes in the mortality or expense results or administrative charges. d) Under the section titled Individual Account Reserve, add the following final paragraph: Any charge specified in (e) above will also be charged upon surrender of the entire Individual Account Reserve if such surrender takes place on a date other than an anniversary of the Individual Account effective date. e) Under the section titled Annuity Options, add the following sentence to Option 2: This option may only be elected as a Fixed Annuity. f) Add as a final paragraph to the section titled Annuity Options, the following: Other Options - Aetna may make other options available as allowed by the laws of the state in which this Contract is delivered. 3 Endorsed and made a part of this Contract effective May 1, 1984. /s/ William O. Bailey President 4 Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed to add the following provision to the section Surrender Value under DEPOSIT, RESERVE, AND SURRENDER VALUE PROVISIONS: On the tenth anniversary of the Effective Date of an Individual Account, the surrender fee shall reduce to 0%. Endorsed and made a part of this Contract effective September 1, 1984. /s/ William O. Bailey President Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is endorsed to allow for the election of a loan subject to the following conditions: A. Add to the end of the Section 3 entitled Control of Contract and Individual Accounts under GENERAL PROVISIONS the following sentence: In the event a loan against an Individual Account is requested, however, the value of the Individual Account necessary to cover the loan amount plus interest must be assigned to Aetna. B. Add to the DEPOSIT, RESERVE, AND SURRENDER PROVISIONS the following provision: 14. Loan Value: Each Participant, before an annuity option is elected, may borrow from their Individual Account Reserve according to the terms specified below: (a) Requesting A Loan: The request must be in writing in a form acceptable to Aetna and must assign to Aetna that portion of their Individual Account Reserve necessary to cover the loan amount plus interest. A loan may not be requested within 12 months of any prior loan request. (b) Loan Amount: The amount of the loan must be greater than $5,000 and, when added to the total of any prior loans outstanding, may not exceed the amount remaining in the Participant's Individual Account Reserve. The total amount of any outstanding loan(s) may not exceed $50,000. Loans can only be made from those amounts held in the Fund(s) and the Fixed Account. Loans may not be made against amounts held in the GA Account. If a Participant intends to request a loan against any portion of the GA Account, that portion of the GA Account must be transferred to any Fund(s) or to the Fixed Account. The transferred amount will be subject to the Withdrawals and Market Value Adjustment provisions. When a loan is made, an amount equal to the loan amount will be withdrawn from the Participant's Individual Account Reserve. Unless instructed otherwise, the amount withdrawn will be allocated on a pro-rata basis among the Fixed Account and the Fund(s). (c) Loan Interest: Loan interest will accrue on a daily basis at an annual rate of 3%. Loan interest must be paid in full at least annually. The interest must be paid directly to Aetna by the Participant. If interest is not paid when due, the entire loan amount plus interest will be treated as a surrender under the terms of the Contract. 1 (d) Loan Repayment: The repayment of any portion of a loan will be allocated on a current basis among the Fund(s) and Fixed Account in the same proportion as when the loan was initially made. Repayment may be made at any time during the 5 years from the date the loan was first made. Any unpaid portion of a loan must be repaid at the end of the 5 years, upon election of an annuity option under this Contract, or upon full surrender of the Participant's Individual Account Reserve; whichever occurs first. Aetna may require all outstanding loans be paid if the value of a Participant's Individual Account Reserve falls below an amount equal to 25% of the total loans outstanding. Any loan and accrued interest not repaid will be treated as a surrender. C. Add to Section 7 - Individual Account Reserve, the following: (g) and minus any amount withdrawn for a loan, if applicable. D. Add to Section 12 - Sum Payable at Death (Before Annuity Payments Start), the following: The Individual Account Reserve payable under the terms of this section will be reduced by the amount of the accrued interest on any outstanding loan. Endorsed and made a part of this Contract on the effective date of the Contract. /s/ William O. Bailey President 2 Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is endorsed as follows: In addition to any Purchase Payments stated to be made to this Contract, a lump-sum Purchase Payment(s), of not less than a minimum amount stated by Aetna, may be made on behalf of one or more Participants, as appropriate. Aetna will maintain an Individual Account for each lump-sum payment. The terms of this Contract shall apply to any lump-sum payment except that: 1. A Maintenance Fee will not be deducted from an Individual Account maintained pursuant to a lump-sum payment; and 2. For each surrender from an Individual Account maintained pursuant to a lump-sum payment, the Surrender Fee will vary according to the period of time between the effective date of the Individual Account and the date of surrender as follows: If the Period of Time is Surrender Fee 5 years or less 5% More than 5 years but not more than 6 years 4% More than 6 years but not more than 7 years 3% More than 7 years but not more than 8 years 2% More than 8 years but not more than 9 years 1% More than 9 years 0% Endorsed and made a part of this Contract on the effective date of the Contract. /s/ William O. Bailey President Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed to include the following new provisions: During any calendar year, Aetna may be told to change the investment mix twelve times. Should Aetna allow additional changes, each may be subject to a fee of up to $10. Twelve transfers of Current Value (excluding transfers from the GA Account at the end of a Guaranteed Term) can be made during a calendar year period. Should Aetna allow additional transfers, each may be subject to a fee of up to $10. Endorsed and made a part of this Contract effective May 1, 1989. /s/ John J. Martin President Aetna Life Insurance and Annuity Company Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed to add the following new provision under Surrender Value: No surrender fee is deducted: [bullet] On and after the tenth anniversary of the Effective Date of the Individual Account; [bullet] From any portion of the Active Life Fund which is paid when the Individual Account Cash Value is $2,500 or less and no surrenders have been taken from the Individual Account within the prior 12 months. If there is more than one Individual Account under the Contract for a Participant, then this provision will only apply when the total in all of the Participant's Individual Accounts is $2,500 or less; or [bullet] In an amount equal to or less than 10% of the current Individual Account Cash Value, as part of the first partial surrender request in a calendar year to a 403(b) Participant who is at least age 59 1/2 and less than age 70 1/2. The Individual Account Cash Value is calculated as of the date the partial surrender request is received in good order at Aetna's Home Office. Any outstanding loans from the Participant's Individual Account are excluded when calculating the Individual Account Cash Value. This provision does not apply to partial surrenders due to loan defaults made from Individual Account Values and does not apply to full surrender requests. Endorsed and made a part of this Contract on May 1, 1989 or the Effective Date of the Contract whichever is later. /s/ John J. Martin President Aetna Life Insurance and Annuity Company Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed as follows: Add the following new paragraph under the General Provisions, subsection entitled Assignments or Control of Contract and Individual Accounts as follows: Amounts held under this Contract may be assigned or alienated only as allowed under Title 29 of the United States Code Annotated (USCA) Section 1056(d), also known as Section 206(d) of the Employee Retirement Income Security Act. Aetna will follow the procedures in USCA Section 1056(d) and the regulations thereunder in complying with "qualified domestic relations orders." Add to the Contributions, Valuation and Discontinuance Contributions portion or the Deposit, Reserve and Surrender Provision portion of the Contract the following new conditions: Designation of Beneficiary: Each Owner shall name a beneficiary. An unmarried Owner may designate a beneficiary of his or her entire Individual Account if it is accompanied by a consent form which certifies that he or she is unmarried. For a married Owner, the spouse must be the beneficiary of 50% of his or her Individual Account (Qualified Pre-retirement Survivor Annuity, "QPSA"). Provided, however, if the Owner has attained age 35, he or she may select an alternate beneficiary for the QPSA if the appropriate waiver/spousal consent form is submitted to Aetna. For the balance of the Individual Account, a married Owner may name any beneficiary without obtaining spousal consent. Upon the death of a married Owner, Aetna will disregard the beneficiary named for the QPSA and treat the current spouse as the beneficiary if the current spouse did not consent to the waiver of the QPSA. At the discretion of Aetna, a full surrender may be allowed without spousal consent if the Reserve Value is $3,500 or less. Sum Payable at Death - The Current Value payable under the terms of this section will be reduced by the amount of the accrued interest on any outstanding loan. Aetna will pay the Current Value to the beneficiary when: (1) The Owner dies before Annuity payments start; and (2) The notice of death is received in good order by Aetna 1 The sum payable will be the Current Value on the date when the notice is received. The beneficiary may choose to apply any sum under an Annuity Option (see Annuity Provisions), subject to any other terms and conditions of this Contract, or to receive a lump sum payment. If the beneficiary is the surviving spouse, the first Annuity payment or the lump sum payment may be deferred to a date not later than when the Owner would have attained age 70-1/2 or such later date as may be allowed under Federal law or regulations. If the beneficiary is not the surviving spouse, all of the Current Value must either be applied to an Annuity Option within one year of the Owner's death or be paid to the beneficiary within 5 years of the Owner's death (see Part IV). In no event may payments to any beneficiary under an Annuity Option extend beyond the life of the beneficiary or any period certain greater than the beneficiary's life expectancy. If no beneficiary exists, the payment will be made to the estate of the Owner. Spousal Consent - If an Owner is married, his or her spouse must consent in writing in a form acceptable to Aetna to any request for a partial or full surrender. For an unmarried Owner, a completed spousal consent form must be submitted with any request for a partial or full surrender certifying that he or she is unmarried. This consent must be given within the 90 day period before the partial or full surrender is to be made. At the discretion of Aetna, a full surrender may be allowed without spousal consent if the Current Value is $3,500 or less. Termination/Surrender Restrictions: Limitations apply to full and partial surrenders of the Restricted Amount from this Contract, as required by Code Section 403(b)(11). The Restricted Amount is the sum of: (a) Net Purchase Payments attributable to Owner salary reduction contributions made on and after January 1, 1989; plus (b) The net increase, if any, in the Current Value of the Owner's Individual Account after December 31, 1988 attributable to investment gains and losses and credited interest. The Restricted Amount may be fully or partially surrendered only if one or more of the following conditions are met: (a) The Owner has reached age 59-1/2; (b) The Owner has separated from service; (c) The Owner has died; (d) The Owner has become disabled, within the meaning of Code Section 72(m)(7); or (e) The withdrawal is otherwise allowed by federal law, regulations or rulings. 2 A full or partial surrender is also allowed if the Owner incurs a "hardship" as that term is defined in the Code or regulations under 403(b). However, the amount available for hardship is limited to the lesser of the amount necessary to satisfy the need, or the Net Purchase Payments attributable to Owner salary reduction contributions made on and after January 1, 1989. Aetna may require that the Owner certify and/or provide satisfactory proof that one of these conditions has been met before a surrender request will be considered to be in good order. The Owner or beneficiary must notify Aetna in writing when a lump sum payment is to be made or Annuity payments are to commence. Limitation on Contributions: The contributions made to an Owner's Individual Account in any year cannot exceed the lesser of the amount determined under the exclusion allowance of Code Section 403(b)(2) or the annual additions Limitation of Code Section 415(c)(1). In addition, in no event may the contributions attributable to elective deferrals as defined in Code Section 402(g) exceed $9,500 (or, such larger amount as adjusted by the Secretary of the Treasury) during any calendar year, unless the alternate Limitation of Code Section 402(g)(8) applies. Timing of Distributions: The distribution of benefits accrued after December 31, 1986, must be made in a lump sum or must begin not later than the April 1 of the calendar year following the calendar year in which the Owner attains age 70-1/2. However, for an Owner who attained age 70 1/2 before January 1, 1988, the distribution of such benefits must be made or must begin not later than the April 1 of the calendar year following the calendar year in which the Owner retires. The above does not apply if the Contract Owner is a governmental entity or a church. For such an employer, the distribution of benefits accrued after December 31, 1986, must be made or must begin not later than the April 1 of the calendar year following the calendar year in which the Owner attains age 70-1/2 or retires, whichever occurs later. The required distribution described in either of the above rules must be made over the life of the Owner (or the joint lives of the Owner and beneficiary) or over a period not exceeding the life expectancy of the Owner (or the joint fife expectancies of the Owner and the beneficiary). If the Owner does not request commencement of benefits as described above, Aetna will not be responsible for compliance with the Code 401(a)(9) minimum distribution requirements and for any adverse tax that may result. 3 Endorsed and made a part of the Contract effective on October 15, 1990 or the effective date of the Contract whichever is later. /s/ G. G. Benanav President Aetna Life Insurance and Annuity Company 4 Aetna Life Insurance and Annuity Company ENDORSEMENT Aetna hereby endorses this Contract to allow the transfer of Reserves out of the General Account. Such transfers will be: (1) a minimum of 10% of the General Account funds held in the Participant's Individual Account; (2) without deduction of any charge; and (3) to any of the Fund(s) or the Guaranteed Accumulation Account; (4) allowed once during each calendar year; (5) prior to the election of an Annuity Option; (6) without affecting the rights of transfer now in the contract. Aetna may, for temporary periods of time, allow any larger percentage to be transferred. The value of the Reserves held in the General Account, as used above, is the value when the request is received at the Home Office of Aetna. References to the General Account above shall not apply to the Guaranteed Accumulation Account. Endorsed and made a part of this Contract on the later of September 1, 1983 or the Effective Date of this Contract. /s/ Dan Kearney President Aetna Life Insurance and Annuity Company
EX-99.B.4.6 4 VARIABLE ANNUITY CONTRACT GST - CDA-HO Aetna Life Insurance and Annuity Company Home Office: 151 FARMINGTON AVE. HARTFORD, CONNECTICUT 06156 (203) 273-0123 Herein called Aetna Agrees to pay benefits as stated in this Contract. DETAILS OF VARIABLE FEATURES OF THIS CONTRACT ARE IN THE DEPOSIT, RESERVE, AND SURRENDER PROVISIONS, AND ANNUITY PROVISIONS. RIGHT TO CANCEL The Owner may cancel this Contract within 10 days of receiving it, by sending a written notice to Aetna at the above address or to the agent from whom it was purchased. Aetna will return all payments made for this Contract within 7 days after it receives the notice of cancellation and this Contract. This page, and the following pages, and the application, make up the entire Contract. Signed at Hartford, Connecticut on the Effective Date. /s/ Stephen B. Middlebrook /s/ William O. Bailey Secretary President GROUP VARIABLE OR FIXED ANNUITY OR COMBINATION CONTRACT NON-PARTICIPATING ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT. SPECIFICATIONS PLAN OWNER GROUP CONTRACT NO. EFFECTIVE DATE THIS CONTRACT IS DELIVERED IN AND IS SUBJECT TO THE LAWS OF THAT JURISDICTION Deduction From Deposit - The amount of the Net Deposit applied will be the deposit received minus a deduction for premium taxes, if any then deducted (see Deposit, Reserve, and Surrender Provisions of this Contract). Deductions From The Separate Account And The Funds - Total deductions equal 1.5% on an annual basis. Once Annuity payments begin, Aetna must earn a gross return on the assets of the Separate Account of: (a) 5% on an annual basis if an assumed net return rate of 3.5% is chosen; or (b) 6.5% on an annual basis if an assumed net return rate of 5% is chosen; in order that the dollar amount of the Variable Annuity payments will not decrease. 2 COVER SHEET This Contract is a legal contract between the Owner and Aetna. READ THIS CONTRACT CAREFULLY. This cover sheet is only a brief outline of some of the important features of this Contract. This cover sheet is not the insurance contract. Only the actual terms of this Contract will control. This Contract sets forth, in detail, all of the rights and obligations of both you and Aetna. IT IS THEREFORE IMPORTANT THAT YOU READ THIS CONTRACT CAREFULLY. TABLE OF CONTENTS GENERAL DEFINITIONS Page 1. Participant.............................................................5 2. Annuitant...............................................................5 3. Annuity.................................................................5 4. Fixed Annuity...........................................................5 5. Variable Annuity........................................................5 6. General Account.........................................................5 7. Separate Accounts.......................................................5 8. Fund(s).................................................................5 9. Valuation Period........................................................5 GENERAL PROVISIONS 1. Contract................................................................6 2. Incontestability........................................................6 3. Control of Contract and Individual Accounts.............................6 4. Change of Contract by Aetna.............................................6 5. Individual Certificates.................................................6 6. Designation of Beneficiary..............................................7 7. Misstatements and Adjustments...........................................7 8. State Laws..............................................................7 9. Non-Participating Contract..............................................7 DEPOSIT, RESERVE, AND SURRENDER PROVISIONS 1. Net Deposit.............................................................7 2. Individual Accounts.....................................................7 3. Guaranteed Interest Rate - General Account..............................7 4. Record Units - Separate Account.........................................8 5. Investment Increment Factors - Separate Account.........................8 6. Record Unit Value - Separate Account....................................8 7. Individual Account Reserve..............................................9 8. Active Life Fund........................................................9 9. Experience Credits......................................................9 10. Transfer of Individual Account Reserves.................................9 11. Notice to the Owner.....................................................9 12. Sum Payable at Death (Before Annuity Payments Start)....................9 13. Surrender Value........................................................10 3 ANNUITY PROVISIONS 1. Choices to be Made.....................................................11 2. Fund(s) Annuity Units - Separate Account...............................11 3. Fund(s) Annuity Unit Value - Separate Account..........................11 4. Annuity Options........................................................12 7. Death of Annuitant/Beneficiary.........................................21 4 GENERAL DEFINITIONS 1. PARTICIPANT - A person for whom benefits are being provided under this Contract. 2. ANNUITANT - A Participant or beneficiary on whose life an Annuity has been effected under this Contract. 3. ANNUITY - Payment of an income: . (a) for the life of one or two people; (b) for a stated period; (c) for some mix of (a) and (b); or (d) until there are no funds left. 4. FIXED ANNUITY - An Annuity of a fixed dollar amount paid from the General Account. 5. VARIABLE ANNUITY - An Annuity of a varying dollar amount paid from the Separate Account. 6. GENERAL ACCOUNT - The Account which holds the assets of Aetna, other than those assets of Aetna in the Separate Accounts. Reserves for a Fixed Annuity are held in the General Account. 7. SEPARATE ACCOUNTS - Accounts set up by Aetna under the Connecticut Insurance Laws. Assets for this class of variable contracts are set apart from other assets of Aetna. Reserves for a Variable Annuity are held in a Separate Account and invested in shares of Fund(s). 8. FUND(S) - The open-end management investment companies (mutual funds) registered under the Investment Company Act of 1940. They are: (a) Aetna Variable Fund, Inc. (Variable Fund); (b) Aetna Variable Encore Fund, Inc. (Encore Fund); (c) Aetna Income Shares, Inc. (Income Fund); and (d) Other funds (if any) which Aetna may allow. 9. VALUATION PERIOD - The period of time from the end of one business day to the end of the next business day. 5 GENERAL PROVISIONS 1. Contract This Contract may be changed only by an officer of Aetna. Any change must be made in writing. Any choices under this Contract by the Owner, Annuitant or beneficiary must be in writing. Until receipt of such choices in the Home Office of Aetna, Aetna may rely on any previous choices made. Aetna will make Annuity payments as and when due. Any other payments will be made by Aetna within 7 days of receipt of the written claim for payment, except as otherwise provided in the Surrender Value provision. 2. Incontestability Aetna cannot cancel this Contract because of any error of fact on the application. 3. Control of Contract and Individual Accounts Each Participant shall be entitled to all amounts held in his Individual Account. Each Participant shall be entitled to make any choices allowed by this Contract with respect to Individual Accounts. All other rights in the contract shall rest with the Owner. This Contract, and any Individual Accounts, shall not be subject to the claims of any creditors. 4. Change of Contract by Aetna Aetna may change any of the terms of this Contract. Aetna will notify the Owner in writing 30 days before the effective date of any such change. Any such change will not affect the amount or terms of any Annuity which began prior to such change. Changes that affect the following provisions of this Contract: (a) Annuity Options; (b) Net Deposit; (c) Guaranteed Interest Rate; (d) Individual Account Reserve; and (e) Surrender Value; will only apply to deposits made on behalf of Participants who become covered under this Contract on or after the effective date of such change. If the Owner fails to agree to any such change, no new Participants may be covered under this Contract. This Contract is subject to change as required by federal or state law. 5. Individual Certificates Aetna shall issue certificates for each Participant as required by the state in which this Contract is delivered. The certificate will contain a summary of the benefits provided by this Contract. Certificates are not a part of this Contract. 6 6. Designation of Beneficiary The beneficiary for each Participant shall be as named, or later changed, by the Owner. If no beneficiary is living at the death of the Participant, payment of any amount due will be made to the Owner. 7. Misstatements and Adjustments If the age or sex of any payee is found to be misstated, the correct facts will be used to adjust payments. 8. State Laws This Contract follows the laws of the state in which it is delivered. Any cash, death or Annuity payments are equal to or greater than the minimum required by such laws. 9. Non-Participating Contract The Owner will have no right to share in the earnings of Aetna. DEPOSIT, RESERVE, AND SURRENDER PROVISIONS 1. Net Deposit The Net Deposit is the single deposit minus a charge to pay premium taxes, if any. As a rule, Aetna will take this charge out of an Individual Account Reserve (see below) when annuity payments are to start. But, if Aetna determines that it must pay any imposed premium tax at any other time, it may take out the charge at any time. 2. Individual Accounts Aetna will maintain Individual Accounts for each Participant. On the basis of information supplied by the Owner, Aetna will credit the Net Deposit(s) to such Accounts in either: (a) the General Account; (b) the Separate Account where they are invested in Fund(s) as directed by the Owner; or (c) a mix of (a) and (b). 3. Guaranteed Interest Rate - General Account On Net Deposit(s) made to the General Account, Aetna will add interest daily at an annual rate no less than: (a) 4% except under the Annuity Provisions; and (b) 3.5% under the Annuity Provisions. Aetna may add interest daily at any higher rate. 7 4. Record Units - Separate Account The portion of the Net Deposit applied to the Separate Account Fund(s) will determine the number of Record Units. This number is equal to the Net Deposit(s) divided by the Record Unit Value (see below) for the Valuation Period when the Net Deposit is received. 5. Investment Increment Factors - Separate Account Investment Increment Factors are those items used to determine a Fund's net return factor for each Valuation Period. The net return factor(s) are then used to compute all Separate Account values and payments. The gross return is equal to: (a) investment income; plus (b) realized and unrealized capital gains; minus (c) realized and unrealized capital losses; minus (d) certain investment expenses; and minus (e) a daily charge at an annual rate of .25% for investment management expense and profit. The gross return is divided by the net assets of the Fund at the start of the Valuation Period to compute the gross return rate. A gross return rate may be more or less than 0. The net return rate is equal to: (a) the gross return rate; plus or minus (b) taxes (or charges to a tax reserve) on the Separate Account; and minus (c) a daily charge at an annual rate of 1.250/o for annuity mortality and expense risks and profit. A net return rate may be more or less than 0. The net return factor for each Fund is equal to the net return rate plus 1.000000. 6. Record Unit Value - Separate Account The Record Unit Value for each Separate Account Fund is computed by multiplying the net return factor for the current Valuation Period by the Record Unit Value for the previous Period. The dollar value of Record Units, Separate Account Reserves, and Variable Annuity payments may go up or down due to investment gain or loss. 8 7. Individual Account Reserve The Individual Account Reserve for each Participant is equal to: (a) Net Deposit credited to the General Account (if any); plus (b) General Account interest added by Aetna; plus (c) the value of Separate Account Record Units (if any); plus (d) any amount due to Experience Credits (see below); and minus (e) any amounts previously surrendered. 8. Active Life Fund The Active Life Fund is equal to the combined Reserves of all Individual Accounts, except those Accounts applied to the payment of Annuities. 9. Experience Credits Aetna may apply Experience Credits to Individual Accounts in the Active Life Fund under this Contract. Any such credit will be computed as decided by Aetna. 10. Transfer of Individual Account Reserves The Owner may transfer any portion of the Individual Account Reserves from any Fund to any other Fund or to the General Account. Reserves cannot be transferred from the General Account to any of the Funds. A transfer of Reserves cannot be made within 90 days of a previous transfer. 11. Notice to the Owner Aetna will notify the Owner each year of: (a) the investments held in the Fund(s) for the Separate Account; and (b) the number of record units; or (c) the number of annuity units; and (d) the value of a unit. Such number or values will be as of a date no more than 60 days before the date of the notice. 12. Sum Payable at Death (Before Annuity Payments Start) Aetna will pay to the beneficiary the Individual Account Reserve if: (a) the participant dies before Annuity payments start; and (b) the notice of death is received by Aetna. The sum paid will be the Reserve on the date when the notice is received. The beneficiary may choose to apply any sum under Annuity Options (see Annuity Provisions). 13. Surrender Value 9 The amount paid by Aetna upon the surrender of all or any portion of the Active Life Fund or Individual Account(s) shall be reduced by a surrender fee. The surrender fee will be a percentage of the amount surrendered and will vary according to the period of time between the effective date and the date of surrender for the Individual Account(s) being surrendered. For each surrender from an Individual Account, the Fee will be as follows: If period of time is Fee Less than 5 years 5% From 5 to 6 years 4% From 6 to 7 years 3% From 7 to 8 years 2% From 8 to 9 years 1% 9 or more years None In no event, however, will the Fee on a total surrender of an Individual Account exceed 9% of the actual deposit made to that Account. If the Active Life Fund invested in the General Account exceeds $500,000, Aetna reserves the right to pay out any surrender in equal installments over a period not to exceed 60 months. Under certain emergency conditions, Aetna has the right to defer payment of any surrender value as provided by federal or state law. 10 ANNUITY PROVISIONS 1. Choices to be Made The Owner may tell Aetna to pay the Individual Account Reserve (minus any charges for premium taxes) as a premium for an Annuity under Options 2, 3, 4, and 5 (see below). The first Annuity payment must generally be made no later than the first day of the month following the Annuitant's 75th birthday. The Owner may tell Aetna to make the first Annuity payment on the first day of any prior month. When any option is chosen, the Owner or beneficiary choosing the option must tell Aetna if payments are to be made other than monthly. They must also tell Aetna to pay: (a) a Fixed Annuity; (b) a Variable Annuity using Variable Fund; (c) a Variable Annuity using Income Fund; or (d) any mix of these. When choosing a Variable Annuity, an assumed net return rate of 5% per year may be chosen. If not chosen, Aetna will use an assumed net return rate of 3.5% per year. 2. Fund(s) Annuity Units - Separate Account The amount of the first Variable Annuity payment will be equal to: (a) the portion of the Individual Account Reserve (minus any charges for premium taxes) to be used to pay a Variable Annuity using the Fund(s); times (b) the rate for each $1,000 for the Option chosen. Such amount, or portion, of the payment using a Fund will be divided by the Fund(s) Annuity Unit Value (see below) on the due date of the first payment to determine the number of the Fund(s) Annuity Units. Such number of the Fund(s) Annuity Units remains fixed. Each future payment is equal to such number times the Fund(s) Annuity Unit Value on the due date of each payment. 3. Fund(s) Annuity Unit Value - Separate Account For any Valuation Period the Fund(s) Annuity Unit Value is equal to: (a) the Value for the next previous Period; times (b) the net return factor(s) (see Investment Increment Factors - Separate Account provisions) for the tenth previous Period; times (c) a factor to reflect the assumed net return rate. The factor for 3.5% per year is .9999058; for 5% per year it is .9998663. 11 The dollar amount of Annuity Units, values, and payments may go up or down due to investment gain or loss. Payments shall not be changed due to mortality or expense results. 4. Annuity Options Option 1 - Payment of Interest on Sum Left With Aetna - This option may be used only by the beneficiary when the death of the Participant is before Aetna has started paying an Annuity. A portion or all of the sum due may be held in the General Account of Aetna at interest (see Guaranteed Interest Rate - General Account provision). The beneficiary may later tell Aetna to: (a) pay a portion, or all, of the sum held by Aetna; or (b) apply a portion, or all, of the sum held by Aetna under any of the Annuity Options below. Option 2 - Payments of a Stated Dollar Amount - An Annuity of a chosen amount will be paid until there are no funds left. The payments to be made in a year must be no less than $60 for each $1,000 applied to this Option, but cannot exceed an amount which would deplete the funds in less than 3 years. Where there is a right under Federal Securities Law to forgo future payments and receive the present value of the Annuity under this Option in a lump sum, the exercise of that right within a 3 year period after the start of payments shall be treated as a surrender (see Surrender Value under Deposit, Reserve and Surrender Provisions). 12 Option 3 - Payments for a Stated Period of Time - An Annuity will be paid for the number of years chosen. The number of years must be no less than 3 and no more than 30. Where there is a right under Federal Securities Law to forgo future payments and receive the present value of the Annuity under this Option in a lump sum, the exercise of that right within a 3 year period after the start of payments shall be treated as a surrender (see Surrender Value under Deposit, Reserve and Surrender Provisions). 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 3.5%; and Rates for a Variable Annuity with Assumed Net Return Rate of 3.5% PAYMENTS FOR A STATED PERIOD
Years Years Years of Pay- Amount of of Pay- Amount of of Pay- Amount of ments Payments ments Payments ments Payments ----- -------- ----- -------- ----- -------- 3 $29.19 13 $7.94 22 $5.39 4 22.27 14 7.49 23 5.24 5 18.12 15 7.10 24 5.09 6 15.35 16 6.76 25 4.96 7 13.38 17 6.47 26 4.84 8 11.90 18 6.20 27 4.73 9 10.75 19 5.97 28 4.63 10 9.83 20 5.75 29 4.53 11 9.09 21 5.56 30 4.45 12 8.46
Rates for a Variable Annuity with Assumed Net Return Rate of 5% PAYMENTS FOR A STATED PERIOD
Years Years Years of Pay- Amount of of Pay- Amount of of Pay- Amount of ments Payments ments Payments ments Payments ----- -------- ----- -------- ----- -------- 3 $29.80 13 $8.64 22 $6.17 4 22.89 14 8.20 23 6.02 5 18.74 15 7.82 24 5.88 6 15.99 16 7.49 25 5.76 7 14.02 17 7.20 26 5.65 8 12.56 18 6.94 27 5.54 9 11.42 19 6.71 28 5.45 10 10.51 20 6.51 29 5.36 11 9.77 21 6.33 30 5.28 12 9.16
13 Option 4 - Life Income - An Annuity will be paid for life. Payments may be made for a minimum stated period, if chosen, of 60, 120, 180 or 240 months. If the Annuitant dies before the end of such stated period, payments will be made to the beneficiary for the rest of the stated period. 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 3.5%; and Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%
LIFE INCOME WITH Age of Payments Guaranteed for a Stated Period of Months: Annuitant None 60 120 180 240 Male Female ---- ------ ---- -- --- --- --- 50 55 $4.98 $4.96 $4.89 $4.77 $4.62 51 56 5.08 5.05 4.98 4.85 4.68 52 57 5.18 5.16 5.07 4.93 4.74 53 58 5.30 5.26 5.17 5.01 4.80 54 59 5.41 5.38 5.27 5.09 4.86 55 60 5.54 5.49 5.37 5.17 4.92 56 61 5.67 5.62 5.48 5.26 4.98 57 62 5.80 5.75 5.59 5.35 5.04 58 63 5.95 5.89 5.71 5.44 5.10 59 64 6.10 6.03 5.83 5.53 5.16 60 65 6.27 6.19 5.96 5.62 5.22 61 66 6.44 6.35 6.09 5.72 5.27 62 67 6.63 6.52 6.23 5.81 5.33 63 68 6.82 6.71 6.38 5.91 5.38 64 69 7.04 6.90 6.53 6.00 5.43 65 70 7.26 7.11 6.68 6.10 5.47 66 71 7.50 7.33 6.84 6.19 5.52 67 72 7.76 7.56 7.01 6.28 5.55 68 73 8.04 7.80 7.18 6.37 5.59 69 74 8.34 8.07 7.35 6.46 5.62 70 75 8.67 8.34 7.52 6.54 5.65 71 9.01 8.63 7.70 6.62 5.67 72 9.39 8.94 7.88 6.69 5.69 73 9.79 9.26 8.05 6.76 5.71 74 10.22 9.61 8.22 6.81 5.72 75 10.69 9.96 8.39 6.87 5.73
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. 14 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%
LIFE INCOME WITH Age of Payments Guaranteed for a Stated Period of Months: Annuitant None 60 120 180 240 Male Female ---- ------ ---- -- --- --- --- 50 55 $5.89 $5.86 $5.78 $5.65 $5.48 51 56 5.99 5.96 5.86 5.71 5.53 52 57 6.09 6.06 5.95 5.79 5.59 53 58 6.20 6.16 6.04 5.86 5.64 54 59 6.32 6.27 6.14 5.94 5.70 55 60 6.44 6.39 6.24 6.02 5.75 56 61 6.57 6.51 6.34 6.10 5.80 57 62 6.71 6.64 6.45 6.18 5.86 58 63 6.85 6.77 6.56 6.26 5.91 59 64 7.00 6.92 6.68 6.35 5.97 60 65 7.16 7.07 6.80 6.43 6.02 61 66 7.34 7.23 6.93 6.52 6.07 62 67 7.52 7.40 7.06 6.61 6.12 63 68 7.72 7.58 7.20 6.70 6.17 64 69 7.93 7.77 7.35 6.79 6.21 65 70 8.16 7.97 7.50 6.88 6.25 66 71 8.40 8.19 7.65 6.97 6.29 67 72 8.66 8.42 7.81 7.05 6.33 68 73 8.94 8.66 7.97 7.14 6.36 69 74 9.24 8.92 8.13 7.22 6.39 70 75 9.56 9.19 8.30 7.29 6.41 71 9.91 9.48 8.47 7.36 6.43 72 10.29 9.78 8.64 7.43 6.45 73 10.69 10.10 8.80 7.49 6.47 74 11.13 10.43 8.97 7.55 6.48 75 11.60 10.79 9.13 7.60 6.49
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. Option 5 - Life Income for Two Payees - An Annuity will be paid during the lives of the Annuitant and a second annuitant. At the death of either, payments will continue to the survivor. When this option is chosen, a choice must be made of: 15 (a) 100% of the payment to continue to the survivor; (b) 66-2/3% of the payment to continue to the survivor; (c) 50% of the payment to continue to the survivor; or (d) payments for a minimum of 120 months, with 100% of the payment to continue to the survivor. 16 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 3.5%; and Rates for a Variable Annuity with Assumed Net Return Rate of 3.5% JOINT AND LAST SURVIVOR ANNUITY 100% TO THE SURVIVOR NO MINIMUM PERIOD
Age of Age of Annuitant Second Annuitant Male 45 Male 50 Male 55 Male 60 Male 65 Male 70 Male 75 Male Female Female 50 Female 55 Female 60 Female 65 Female 70 Female 75 ---- ------ --------- --------- --------- --------- --------- --------- ------- 50 55 $4.10 $4.27 $4.43 $4.57 $4.69 $4.79 $4.86 55 60 4.21 4.43 4.65 4.86 5.04 5.20 5.32 60 65 4.30 4.57 4.86 5.15 5.43 5.68 5.88 65 70 4.38 4.69 5.04 5.43 5.83 6.21 6.56 70 75 4.44 4.79 5.20 5.68 6.21 6.78 7.33 75 80 4.48 4.86 5.32 5.88 6.56 7.33 8.16 80 85 -- 4.91 5.41 6.03 6.82 7.80 8.95
Rates for a Variable Annuity with Assumed Net Return Rate of 5% JOINT AND LAST SURVIVOR ANNUITY 100% TO THE SURVIVOR NO MININUM PERIOD
Age of Age of Annuitant Second Annuitant Male 45 Male 50 Male 55 Male 60 Male 65 Male 70 Male 75 Male Female Female 50 Female 55 Female 60 Female 65 Female 70 Female 75 ---- ------ --------- --------- --------- --------- --------- --------- ------- 50 55 $5.00 $5.16 $5.31 $5.44 $5.57 $5.67 $5.75 55 60 5.11 5.31 5.51 5.71 5.90 6.06 6.19 60 65 5.20 5.44 5.71 5.99 6.26 6.52 6.73 65 70 5.28 5.57 5.90 6.26 6.65 7.04 7.38 70 75 5.34 5.67 6.06 6.52 7.04 7.59 8.14 75 80 5.38 5.75 6.19 6.73 7.38 8.14 8.96 80 85 -- 5.81 6.29 6.90 7.66 8.62 9.76
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. 17 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 3.5%; and Rates for a Variable Annuity with Assumed Net Return Rate of 3.5% JOINT AND LAST SURVIVOR ANNUITY 66 2/3% TO THE SURVIVOR NO MINIMUM PERIOD
Age of Age of Annuitant Second Annuitant Male 45 Male 50 Male 55 Male 60 Male 65 Male 70 Male 75 Male Female Female 50 Female 55 Female 60 Female 65 Female 70 Female 75 ---- ------ --------- --------- --------- --------- --------- --------- ------- 50 55 $4.51 $4.72 $4.94 $5.18 $5.44 $5.71 $6.00 55 60 4.70 4.94 5.20 5.49 5.81 6.14 6.49 60 65 4.90 5.18 5.49 5.84 6.23 6.65 7.09 65 70 5.11 5.44 5.81 6.23 6.71 7.25 7.82 70 75 5.34 5.71 6.14 6.65 7.25 7.93 8.69 75 80 5.58 6.00 6.49 7.09 7.82 8.69 9.69 80 85 -- 6.28 6.84 7.53 8.39 9.47 10.77
Rates for a Variable Annuity with Assumed Net Return Rate of 5% JOINT AND LAST SURVIVOR ANNUITY 66 2/3% TO THE SURVIVOR NO MINIMUM PERIOD
Age of Age of Annuitant Second Annuitant Male 45 Male 50 Male 55 Male 60 Male 65 Male 70 Male 75 Male Female Female 50 Female 55 Female 60 Female 65 Female 70 Female 75 ---- ------ --------- --------- --------- --------- --------- --------- ------- 50 55 $5.43 $5.62 $5.84 $6.08 $6.36 $6.65 $6.98 55 60 5.62 5.84 6.10 6.38 6.70 7.06 7.44 60 65 5.82 6.08 6.38 6.72 7.11 7.54 8.01 65 70 6.06 6.36 6.70 7.11 7.58 8.12 8.71 70 75 6.31 6.65 7.06 7.54 8.12 8.80 9.56 75 80 6.59 6.98 7.44 8.01 8.71 9.56 10.56 80 85 -- 7.31 7.84 8.49 9.33 10.38 11.66
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. 18 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 3.5%; and Rates for a Variable Annuity with Assumed Net Return Rate of 3.5% JOINT AND LAST SURVIVOR ANNUITY 50% TO THE SURVIVOR NO MINIMUM PERIOD
Age of Age of Annuitant Second Annuitant Male 45 Male 50 Male 55 Male 60 Male 65 Male 70 Male 75 Male Female Female 50 Female 55 Female 60 Female 65 Female 70 Female 75 ---- ------ --------- --------- --------- --------- --------- --------- ------- 50 55 $4.75 $4.98 $5.24 $5.55 $5.91 $ 6.32 $6.79 55 60 4.99 5.24 5.54 5.88 6.28 6.76 7.30 60 65 5.26 5.55 5.88 6.27 6.73 7.27 7.90 65 70 5.59 5.91 6.28 6.73 7.26 7.90 8.65 70 75 5.96 6.32 6.76 7.27 7.90 8.67 9.57 75 80 6.37 6.79 7.30 7.90 8.65 9.57 10.69 80 85 -- 7.30 7.88 8.59 9.49 10.61 12.00
Rates for a Variable Annuity with Assumed Net Return Rate of 5% JOINT AND LAST SURVIVOR ANNUITY 50% TO THE SURVIVOR NO MINIMUM PERIOD
Age of Age of Annuitant Second Annuitant Male 45 Male 50 Male 55 Male 60 Male 65 Male 70 Male 75 Male Female Female 50 Female 55 Female 60 Female 65 Female 70 Female 75 ---- ------ --------- --------- --------- --------- --------- --------- ------- 50 55 $5.67 $5.89 $6.15 $6.47 $6.84 $7.29 $7.81 55 60 5.91 6.15 6.44 6.78 7.20 7.70 8.28 60 65 6.20 6.47 6.78 7.16 7.63 8.19 8.86 65 70 6.54 6.84 7.20 7.63 8.16 8.80 9.58 70 75 6.95 7.29 7.70 8.19 8.80 9.56 10.48 75 80 7.42 7.81 8.28 8.86 9.58 10.48 11.60 80 85 -- 8.39 8.94 9.61 10.46 11.56 12.92
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. 19 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 3.5%; and Rates for a Variable Annuity with Assumed Net Return Rate of 3.5% JOINT AND LAST SURVIVOR ANNUITY 100% TO THE SURVIVOR 120 MONTHS MINIMUM PERIOD
Age of Age of Annuitant Second Annuitant Male 45 Male 50 Male 55 Male 60 Male 65 Male 70 Male 75 Male Female Female 50 Female 55 Female 60 Female 65 Female 70 Female 75 ---- ------ --------- --------- --------- --------- --------- --------- ------- 50 55 $4.10 $4.27 $4.42 $4.56 $4.68 $4.77 $4.83 55 60 4.21 4.42 4.64 4.84 5.02 5.16 5.26 60 65 4.30 4.56 4.84 5.12 5.38 5.61 5.78 65 70 4.37 4.68 5.02 5.38 5.76 6.10 6.37 70 75 4.42 4.77 5.16 5.61 6.10 6.58 7.00 75 80 4.46 4.83 5.26 5.78 6.37 7.00 7.58 80 85 - 4.86 5.33 5.88 6.55 7.29 8.02
Rates for a Variable Annuity with Assumed Net Return Rate of 5% JOINT AND LAST SURVIVOR ANNUITY 100% TO THE SURVIVOR 120 MONTHS MINIMUM PERIOD
Age of Age of Annuitant Second Annuitant Male 45 Male 50 Male 55 Male 60 Male 65 Male 70 Male 75 Male Female Female 50 Female 55 Female 60 Female 65 Female 70 Female 75 ---- ------ --------- --------- --------- --------- --------- --------- ------- 50 55 $5.00 $5.15 $5.30 $5.43 $5.55 $5.64 $5.71 55 60 5.10 5.30 5.50 5.69 5.87 6.01 6.12 60 65 5.19 5.43 5.69 5.96 6.21 6.44 6.61 65 70 5.27 5.55 5.87 6.21 6.57 6.90 7.17 70 75 5.32 5.64 6.01 6.44 6.90 7.37 7.78 75 80 5.36 5.71 6.12 6.61 7.17 7.78 8.34 80 85 - 5.75 6.19 6.72 7.35 8.06 8.76
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. 20 5. Special Terms Under Annuity Options (a) When payments start, the age of the Annuitant plus the number of years for which payments are guaranteed must not exceed 95. (b) The present value of the payments to the Annuitant when payments start shall be more than 50% of the present value of the payments to be made to all payees; this restriction does not apply if Option 5 is chosen and the second Annuitant is the spouse of the Annuitant. 6. Other Terms of Annuity Options No choice of any Annuity Option may be made if the first payment would be less than $20 or if the total payments in a year would be less than $100. Age, where used in the above tables, means age nearest birthday on the date of the first payment. The tables for Options 4 and 5 use the Annuity table for 1949 with: (a) a 1 year age reduction for males; and (b) a 6 year age reduction for females. If Fixed Annuity Options 3, 4, or 5 are chosen and Aetna's current applicable rates at that time are larger than the rates above, the larger payment will be made. 7. Death of Annuitant/Beneficiary When an Annuitant dies while payments are being made under an Annuity Option, payments will be continued to the beneficiary as provided by the option. If no beneficiary is living, the present value of any remaining payments will be paid in one sum to the estate of the Annuitant. The present value will assume the same interest rate that was used when the first payment was made. When a beneficiary dies while a sum is held at interest, the amount held will be paid in one sum to the estate of the beneficiary. When a beneficiary dies while payments are being made under an Annuity Option, the present value of any remaining payments will be paid in one sum to the estate of the beneficiary. The present value will assume the same interest rate that was used when the first payment was made. 21 [Aetna Logo] Aetna Life Insurance and Annuity Company Home Office: 151 FARMINGTON AVE. HARTFORD, CONNECTICUT 06156 (203) 273-0123 GROUP VARIABLE OR FIXED ANNUITY OR COMBINATION CONTRACT NON-PARTICIPATING ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT. 22 Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract or Certificate is hereby endorsed as follows: Payments under any life Annuity Option in this Contract or Certificate; which is elected on or after the effective date of this endorsement, will be determined without regard to the sex of the Annuitant(s). Any such payments will be based solely on the age of the Annuitant(s) (as determined by the Contract or Certificate); using the most favorable rate for that age under the benefit elected. If a larger payment would result by a female Annuitant using the rates shown in the Contract or Certificate for a male, the larger payment will be made. Endorsed and made a part of the Contract or Certificate effective August 1, 1983. /s/ William O. Bailey President Aetna Life Insurance and Annuity Company ENDORSEMENT Aetna hereby endorses this Contract to allow the transfer of Reserves out of the General Account. Such transfers will be: (1) a minimum of 10% of the General Account funds held in the Participant's Individual Account; (2) without deduction of any charge; and (3) to any of the Fund(s) or the Guaranteed Accumulation Account; (4) allowed once during each calendar year; (5) prior to the election of an Annuity Option; (6) without affecting the rights of transfer now in the contract. Aetna may, for temporary periods of time, allow any larger percentage to be transferred. The value of the Reserves held in the General Account, as used above, is the value when the request is received at the Home Office of Aetna. References to the General Account above shall not apply to the Guaranteed Accumulation Account. Endorsed and made a part of this Contract on the later of September 1, 1983 or the Effective Date of this Contract. /s/ Dan Kearney President Aetna Life Insurance and Annuity Company Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed as follows: 1. The following sections a) and b) will apply to all Participants under this Contract. a) Add to the Deposit, Reserve, and Surrender Provisions the following; Reinstatement: All or a portion of the proceeds of a full surrender of this Contract may be reinvested within 30 days after the surrender if allowed by law. Any Surrender Fee charged at the time of surrender on the amount being reinvested will be included in the reinstatement. Any Market Value Adjustment deducted from GA Account surrenders will not be included in the reinstatement. Amounts will be reinstated among the Fixed Account, GA Account, and Separate Account in the same proportion as they were at the time of surrender. Any amounts reinstated to the GA Account will be credited to the current Deposit Period. The number of Record Units reinstated will be based on the Record Unit Value(s) next computed after receipt at Aetna's Home Office of the reinstatement request and the amount to be reinvested. Reinstatement is permitted only once. b) Delete the paragraph under the section titled Transfer of Individual Account Reserves and add the following: Before an annuity option is elected, the Owner may transfer any portion of the Individual Account Reserves from any Fund to any other Fund, to the General Account, or to the GA Account's current Deposit Period. Any portion of the Individual Account Reserve in the GA Account may be transferred to any Fund or to the General Account. Transfers from the GA Account are subject to the Withdrawal and Market Value Adjustment provisions. Four transfers of Individual Account Reserves (excluding transfers from the GA Account at the end of a Guaranteed Term) can be made during a calendar year period. If additional transfers are allowed, each may be subject to a fee of up to $10. 2. The following changes will not apply to Participants covered under the Contract before the effective date of this endorsement. (a) Delete the paragraph titled Deductions From The Separate Account And The Funds on the Specifications page and add the following: Deductions from the Separate Account - There will be deductions for mortality and expense risks and administrative fees. If the dollar amount of Variable Annuity payments are not to decrease, Aetna must earn a gross return on the assets of the Separate Account of: 1 [bullet] 4.75% on an annual basis, plus an annual return of up to .25% needed to offset the administrative charge set at the time annuity payments commenced, if an Assumed Annual Net Return Rate of 3.5% is chosen; or, [bullet] 6.25% on an annual basis plus an annual return of up to .25% needed to offset the administrative charges set at the time annuity payments commenced, if an Assumed Annual Net Return Rate of 5% is chosen. (b) Delete the paragraph under the section titled Investment Increment Factors - Separate Account and insert the following: Investment Increment Factors are those items used to determine a Fund's Net Return Factor for each valuation period. The Net Return Factors are used to compute all Separate Account values and payments for any Fund. The Net Return Factor 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 Record Units and Fund Annuity Units of the Separate Account at the start of the Valuation Period; minus (e) a daily actuarial charge at an annual rate of 1.25% for annuity mortality and expense risks and profit; and a daily administrative charge which will not exceed .25% on an annual basis. A Net Return Rate may be more or less than 0. The value of a share of the Fund is equal to the net assets of the Fund divided by the number of shares outstanding. The administrative charge may be changed annually except for amounts which have been used to purchase an annuity. This charge will not exceed .25%. c) Under the section titled Fund(s) Annuity Unit Value - Separate Account, delete the last paragraph and add the following: Payments shall not be changed due to changes in the mortality or expense results or administrative charges. 2 d) Under the section titled Annuity Options, add the following sentence to Option 2: This option may only be elected as a Fixed Annuity. e) Add as a final paragraph to the section titled Annuity Options, the following: Other Options - Aetna may make other options available as allowed by the laws of the state in which this Contract is delivered. Endorsed and made a part of this Contract effective May 1, 1984. /s/ William O. Bailey President 3 Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is endorsed to allow for the election of a loan subject to the following conditions: A. Add to the end of the Section 3 entitled Control of Contract and Individual Accounts under GENERAL PROVISIONS the following sentence: In the event a loan against an Individual Account is requested, however, the value of the Individual Account necessary to cover the loan amount plus interest must be assigned to Aetna. B. Add to the DEPOSIT, RESERVE, AND SURRENDER PROVISIONS the following provision: 14. Loan Value: Each Participant, before an annuity option is elected, may borrow from their Individual Account Reserve according to the terms specified below: (a) Requesting A Loan: The request must be in writing in a form acceptable to Aetna and must assign to Aetna that portion of their Individual Account Reserve necessary to cover the loan amount plus interest. A loan may not be requested within 12 months of any prior loan request. (b) Loan Amount: The amount of the loan must be greater than $5,000 and, when added to the total of any prior loans outstanding, may not exceed the amount remaining in the Participant's Individual Account Reserve. The total amount of any outstanding loan(s) may not exceed $50,000. Loans can only be made from those amounts held in the Fund(s) and the Fixed Account. Loans may not be made against amounts held in the GA Account. If a Participant intends to request a loan against any portion of the GA Account, that portion of the GA Account must be transferred to any Fund(s) or to the Fixed Account. The transferred amount will be subject to the Withdrawals and Market Value Adjustment provisions. When a loan is made, an amount equal to the loan amount will be withdrawn from the Participant's Individual Account Reserve. Unless instructed otherwise, the amount withdrawn will be allocated on a pro-rata basis among the Fixed Account and the Fund(s). (c) Loan Interest: Loan interest will accrue on a daily basis at an annual rate of 3%. Loan interest must be paid in full at least annually. The interest must be paid directly to Aetna by the Participant. If interest is not paid when due, the entire loan amount plus interest will be treated as a surrender under the terms of the Contract. (d) Loan Repayment: The repayment of any portion of a loan will be allocated on a current basis among the Fund(s) and Fixed Account in the same proportion as when the loan was initially made. Repayment may be made at any time during the 5 years from the date the loan was first made. Any unpaid portion of a loan must be repaid at the end of the 5 years, upon election of an annuity option under this Contract, or upon full surrender of the Participant's Individual Account Reserve; whichever occurs first. Aetna may require all outstanding loans be paid if the value of a Participant's Individual Account Reserve falls below an amount equal to 25% of the total loans outstanding. Any loan and accrued interest not repaid will be treated as a surrender. 1 C. Add to Section 7 - Individual Account Reserve, the following: (g) and minus any amount withdrawn for a loan, if applicable. D. Add to Section 12 - Sum Payable at Death (Before Annuity Payments Start), the following: The Individual Account Reserve payable under the terms of this section will be reduced by the amount of the accrued interest on any outstanding loan. Endorsed and made a part of this Contract on the effective date of the Contract. /s/ William O. Bailey President 2 Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed to include the following new provisions: During any calendar year, Aetna may be told to change the investment mix twelve times. Should Aetna allow additional changes, each may be subject to a fee of up to $10. Twelve transfers of Current Value (excluding transfers from the GA Account at the end of a Guaranteed Term) can be made during a calendar year period. Should Aetna allow additional transfers, each may be subject to a fee of up to $10. Endorsed and made a part of this Contract effective May 1, 1989. /s/ John J. Martin President Aetna Life Insurance and Annuity Company AETNA LIFE INSURANCE AND ANNUITY COMPANY ENDORSEMENT This Contract is hereby endorsed to add the following new provision under Surrender Value: No surrender fee is deducted: [bullet] On and after the tenth anniversary of the Effective Date of the Individual Account; or [bullet] From any portion of the Active Life Fund which is paid when the Individual Account Cash Value is $2,500 or less and no surrenders have been taken from the Individual Account within the prior 12 months. If there is more than one Individual Account under the Contract for a Participant, then this provision will only apply when the total in all of the Participant's Individual Accounts is $2,500 or less. Endorsed and made a part of this Contract on May 1, 1989 or the Effective Date of the Contract whichever is later. /s/ Dan Kearney President Aetna Life Insurance and Annuity Company Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed to delete the previous Guaranteed Accumulation Account (GA Account) Endorsement and replace it with the following: Add to the GENERAL DEFINITIONS Section of the Contract the following paragraphs: Maturity Date: The last day of a GA Account Term. Matured Term Value: The amount payable on a GA Account Term's Maturity Date. Nonunitized Separate Account: An account set up by Aetna under Tile 38, Sec. 38-154a, of the Connecticut General Statutes, which is used to hold assets for GA Account Terms greater than three years. The Owner or Participant, as applicable, does not participate in the investment gain or loss from the assets held in the GA Account. The Guaranteed Accumulation Account (GA Account) is amended and restated as follows: The GA Account guarantees stipulated rates of interest for stated periods of time (see (1) and (3) below). Amounts withdrawn before the end of a Guaranteed Term may be subject to a Market Value Adjustment (MVA) (see (7) below). (1) Deposit Period - A calendar month, a calendar quarter, or any other period of time specified by Aetna during which Net Purchase Payment(s) and transfers are accepted into the GA Account for one or more Guaranteed Terms. (2) Guaranteed Term (Term) - The period of time for which interest rates are guaranteed on Net Purchase Payment(s) and on transfers made into a Deposit Period of the GA Account. Terms are offered at Aetna's discretion for various lengths of time ranging up to and including ten years. (3) Guaranteed Term Classifications - The grouping of Terms according to their time to maturity. The following are the Classifications: (a) Short Term: Terms of up to and including 3 years; or (b) Long Term: Terms of greater than 3 years and up to and including 10 years. During a Deposit Period, Aetna may make available one or more Terms within a Classification. The Owner has the option to allocate Net Purchase Payment(s) and transfers into any or all of the available Deposit Period Terms. If no specific direction is given, Net Purchase Payment(s) and transfers will go into available Terms on a pro rata basis within the Classification(s) previously chosen by the Owner. At least one Term in the Short Term Classification will be available each Deposit Period. 1 (4) Guaranteed GA Account Interest Rates (Guaranteed Rates) - Aetna will declare all interest rate(s) applicable to a specific Term at the start of the Deposit Period for that Term. These rate(s) are guaranteed by Aetna for that Deposit Period and the ensuing Term and are not based on the actual investment experience of the underlying assets in the GA Account. The Guaranteed Rates are annual effective yields. The interest is credited daily at a rate that will produce the guaranteed annual effective yield over the period of a year. No annual rate will ever be less than 4%. For Terms of one year or less, one Guaranteed Interest Rate is set and announced for that full Term. For other Terms, there may be two or more rates. The rate(s) will be set and announced prior to the Deposit Period for that Term and will not be subject to change. (5) Withdrawals from GA Account - Full or partial surrenders may be requested at any time from the GA Account. However, amounts withdrawn prior to the Maturity Date of a Term to satisfy a surrender request may be subject to an MVA (see (7) below). Full and partial surrenders are satisfied by withdrawing amounts from each of the Fund(s), the Fixed Account, the GA Account Short Term Classification and the GA Account Long Term Classification on a pro rata basis. However, the Owner or Participant, as applicable, may specify a particular order in which investment options will be liquidated in order to satisfy a partial surrender request. For purposes of withdrawals, Terms within the GA Account Short Term and Long Term Classifications are considered as two separate investment options. Any withdrawal which is a surrender will be subject to the Maintenance Fee and Surrender Fee as appropriate. Also, amounts will be removed within a GA Account Classification starting with the Term still in effect with the oldest Deposit Period. Amounts may be transferred at any time subject to Contract specifications (see (9) below). Amounts transferred prior to the Maturity Date of a Term are subject to an MVA (see (7) below). Fund(s) will be removed within the elected Classification starting with the Term still in effect with the oldest Deposit Period. During the Deposit Period and the 90 days following the close of the Deposit Period, any amounts applied to the GA Account during that Deposit Period may not be withdrawn unless due to: (a) A full or partial surrender; (b) A payment of a premium for an Annuity Option; or (c) The Sum Payable at Death provision. (6) Maturity Date/Reinvestment - For all GA Account Term(s) existing as of the effective date of this endorsement in addition to GA Account Term(s) announced subsequent to that date, the Owner or Participant, as applicable, will be mailed a notice at least 18 calendar days before a Term's Maturity Date. This notice will contain the current Deposit Period's Guaranteed Rate(s), Term(s) and a projected Matured Term Value. The Matured Term Value may be surrendered or transferred on the Term's Maturity Date without an MVA. If no specific direction is given by the Owner or Participant, as applicable, prior to the 2 Maturity Date, each Matured Term Value will be reinvested in a Term of the same duration. In the event that a Term of the same duration is unavailable, each Matured Term Value will automatically be reinvested in the next shortest Term available in the same Classification during the then current Deposit Period. If however, only one Term is available within the Classification, then the Matured Term Value will automatically be reinvested in that Term. Within two business days after the Maturity Date, the Owner or Participant, as applicable, will be mailed a confirmation statement. This statement will state the Terms and Guaranteed Rates which will apply to the reinvested Matured Term Value. During the calendar month following the Term's Maturity Date, one exception is allowed to the 90 day transfer restriction and MVA under (5) and (7). This exception is applicable to each Matured Term Value plus any interest accrued thereon, provided no part of the Matured Term Value was transferred on the Maturity Date. During this calendar month period, the Owner or Participant, as applicable, may notify Aetna's Home Office to transfer or surrender all or part of the Matured Term Value plus any interest accrued thereon from the GA Account without an MVA. This provision only applies to the first such request received from the Owner or Participant, as applicable, during this period for any Matured Term Value. The Matured Term Value plus any interest accrued thereon may be transferred upon such request without an MVA: (a) To any other Terms of the GA Account available in the current Deposit Period; or (b) To any other allowable Fund(s). If no such notification is given, the Matured Term Value will remain subject to the terms and conditions of the new Term. All surrender and transfer requests will be processed as of the date they are received in good order at Aetna's Home Office. If this Contract is issued under a Tax Deferred Annuity Plan (see Specifications page) the above notice will be sent to the Participant(s). (7) Market Value Adjustment (MVA) - There will be an MVA for a withdrawal from the GA Account before the end of a Term when the withdrawal is due to: (a) A transfer; (b) A full or partial surrender; or (c) A payment of a premium for Annuity Option 2. The amount of the withdrawal will be adjusted to a market value amount as described below. 3 The market value adjusted amount will be equal to the amount withdrawn multiplied by the following ratio: x --- 365 (1+i) ----------- x --- 365 (1+j) Where: i is the Deposit Yield j is the Current Yield x is the number of days remaining, (computed from Wednesday of the week of withdrawal) in the Guaranteed Term. The Deposit Period Yield will be determined as follows: [bullet] At the close of the last business day of each week of the Deposit Period, a yield will be computed as the average of the yields on that day of U.S. Treasury Notes which mature in the last three months of the Guaranteed Term. [bullet] 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. In the event that no U.S. Treasury Notes which mature in the last three months of the Guaranteed Term exist, Aetna reserves the right to use the U.S. Treasury Notes that mature in a following quarter. Full and partial surrenders as well as transfers made within six months of the date of death of the Participant under the Sum Payable at Death provision will be the greater of: [bullet] The aggregate MVA amount which is the sum of all market value adjusted amounts calculated due to a withdrawal of amounts (for surrender or transfer) from Terms prior to the end of those Terms. The aggregate MVA may be either positive or negative; or [bullet] The applicable portion of the Current Value in the GA Account. After the six month period, the surrender or transfer will be the aggregate MVA amount (i.e. including all MVAs). The greater of the aggregate MVA amount or the applicable portion of the Current Value in the GA Account is applied to amounts withdrawn from the GA Account for payment of a premium under Annuity Options 3 or 4. 4 Aetna may make any change to this provision with 30 days advance written notice to the Owner or Participant, as applicable. Any such change shall become effective for Purchase Payment(s), transfers or reinvestments made to any new Term by any present or future Participant. (8) Deposits to the GA Account - All amounts in the GA Account under the Short Term Classification are made to the General Account. All amounts in the GA Account under the Long Term Classifications are made to a Nonunitized Separate Account. There are no discrete units for this Nonunitized Separate Account. The Owner or Participant, as applicable, does not participate in the gain or loss from the assets held in the Nonunitized Separate Account. Such gain or loss is borne entirely by Aetna. These assets may be chargeable with liabilities arising out of any other business of Aetna. For Terms under both the Short Term and Long Term Classifications, Aetna guarantees stipulated interest rates to be credited to the GA Account. All assets of Aetna including amounts made to the GA Account are available to meet the guarantees under the GA Account. (9) Before an Annuity Option is elected, all or any portion of the Current Value may be transferred from any Fund or GA Account: (a) To any other allowable Fund; (b) To the Fixed Account; or (c) To Terms of the GA Account available in the current Deposit Period. Amounts in a specific GA Account Term cannot be transferred to the Deposit Period of another Term within the same Classification except at the Term's maturity (see (6)). Amounts applied to Classifications of the GA Account may not be transferred to the Fund(s) or to the Fixed Account during the Deposit Period or for 90 days after the close of the Deposit Period. Transfers from Terms of the GA Account are subject to the Withdrawal and MVA provisions (see (5) and (7)). Twelve transfers of Current Value can be made during a calendar year period. The Transfer of any portion of the GA Account value at the Maturity Date of a Term is not counted for this purpose. Aetna may allow additional transfers, but each may be subject to a fee of up to $10. Endorsed and made a part of this Contract on May 1, 1991 or the effective date of the Contract whichever is later. /s/ John J. Martin President Aetna Life Insurance and Annuity Company 5 Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed to allow for the election of a loan as follows: Add to the DEPOSIT, RESERVE, AND SURRENDER PROVISIONS the following provision: 14. Loan Value - During the accumulation period, a Participant may request a loan from his or her Individual Account by submitting a loan request form to Aetna's Home Office. If a Participant is married, his or her spouse must consent in writing and in a form acceptable to Aetna before the loan will be made. For Tax Deferred Annuity Contracts governed by The Employee Retirement Income Security Act Title I (ERISA), the loan request must be accompanied by the appropriate waiver and spousal consent form. A loan will not be allowed within 12 months from the date of any prior loan. The Loan Effective Date will be the date the Home Office receives the loan request form and spousal consent, if necessary, in good order. All loans subject to the following conditions: (a) The minimum vested Individual Account Reserve value must be $2,000. The loan amount must be at least $ 1,000. The loan amount may not exceed the lesser of: (a) 50% of the vested Individual Account Reserve value reduced by any outstanding loan balance(s) on the date on which the loan is made; or (b) $50,000 reduced by the highest outstanding balance(s) of loans, during the preceding 12 months ending the day before the current loan is made. (b) The values in the Fund(s), Fixed Account, GA Account and GET Fund are included in determining the Individual Account Reserve value for purposes of paragraph (a). However, only amounts in the Fund(s) and Fixed Account are available for making the actual loan. If a Participant intends to request a loan in excess of the Reserve value of the Fund(s) and the Fixed Account in the Individual Account, the excess amount must first be transferred from the GA Account, or GET Fund to any other Fund(s) or to the Fixed Account. Amounts transferred from the GA Account will be subject to the GA Account withdrawal and Market Value Adjustment (MVA) provisions. Amounts transferred from the GET Fund prior to the maturity date will be at the then applicable GET Fund Unit Value. Aetna reserves the right to restrict or limit the amount that may be loaned from any investment option at any time. When a loan is made, the number of accumulation units equal to the loan amount will be withdrawn from the Individual Account. The amount of the loan to be made will be withdrawn on a pro rata basis from the Fixed Account and from each of the Fund(s), except GET. Accumulation units withdrawn from an Individual Account to provide a loan do not participate in the investment experience of the investment options from which they were withdrawn. (c) On the first business day of each calendar month, Aetna will determine a Loan Interest Rate. This rate will be equal to Moody's Corporate Bond Yield Average-Monthly Average 1 Corporates as published by Moody's Investors Service, Inc. for the calendar month beginning two months before the date on which the new Loan Interest Rate is effective. The Loan Interest Rate for the calendar month in which the loan is effective will apply for one year from the Loan Effective Date. Annually on the anniversary of the Loan Effective Date, the rate will be adjusted to equal the Loan Interest Rate determined for the month in which the loan anniversary occurs. (d) Principal and interest on loans must be amortized in quarterly installments over a 5 year term. If the Loan Interest Rate is adjusted, future repayments will be adjusted so that the outstanding loan balance is amortized in equal quarterly installments over the remaining term. A quarterly processing fee equal to .74% of the outstanding loan balance will be deducted from each repayment and retained by Aetna. The remainder of each repayment will be credited to the Individual Account. Repayment amounts credited to the Individual Account will be allocated among the same investment options and in the same proportions as amounts were withdrawn to make the loan. (e) A bill in the amount of the quarterly repayment due will be mailed to the Participant in advance of the repayment due date. The repayment due date will be the first business day of the month in which the 7th calendar day after the loan effective date falls. The repayment will be in default if it is not received by Aetna at its Home Office before the end of the month in which the due date falls. (f) If a repayment is in default, an amount equal to the repayment amount and any applicable deferred sales charge will be deducted from the Individual Account as a deemed partial surrender. The date of the surrender will be the first business day following the last day of the month in which the repayment was due. The surrendered amount will automatically be applied to make the repayment that is in default and will thereafter be subject to (d). (g) If a repayment is received in excess of a billed amount, the excess will be applied towards the principal portion of the outstanding loan. Repayments received which are less than the billed amount will be returned to the Participant; therefore, the repayment will be in default and (f) will apply. (h) Prepayment of the entire loan balance will be allowed. At the time of prepayment, Aetna will bill the Participant for any accrued Loan Interest, which will be applied in accordance with (d). Aetna will consider the loan paid when this amount is received. (i) If an Individual Account is surrendered while there is an outstanding loan balance, accrued Loan Interest and any applicable deferred sales charge will be deducted from the Individual Account Reserve value. (j) Upon the election of an Annuity Option or the Participant's death, the loan will be canceled resulting in a distribution of the outstanding loan balance. Accrued Loan Interest will be deducted from the Individual Account Current Value and this interest will then be treated as a quarterly repayment under (d). 2 (k) If the Participant's vested Individual Account Reserve value falls below an amount equal to 25% of the total loan(s) outstanding, Aetna reserves the right to require repayment of all outstanding loans. Endorsed and made a part of the Contract effective 3 Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed as follows: Add the following new paragraph under the General Provisions, subsection entitled Assignments or Control of Contract and Individual Accounts as follows: Amounts held under this Contract may be assigned or alienated only as allowed under Title 29 of the United States Code Annotated (USCA) Section 1056(d), also known as Section 206(d) of the Employee Retirement Income Security Act. Aetna will follow the procedures in USCA Section 1056(d) and the regulations thereunder in complying with "qualified domestic relations orders." Add to the Contributions, Valuation and Discontinuance Contributions portion or the Deposit, Reserve and Surrender Provision portion of the Contract the following new conditions: Designation of Beneficiary: Each Owner shall name a beneficiary. An unmarried Owner may designate a beneficiary of his or her entire Individual Account if it is accompanied by a consent form which certifies that he or she is unmarried. For a married Owner, the spouse must be the beneficiary of 50% of his or her Individual Account (Qualified Pre-retirement Survivor Annuity, "QPSA"). Provided, however, if the Owner has attained age 35, he or she may select an alternate beneficiary for the QPSA if the appropriate waiver/spousal consent form is submitted to Aetna. For the balance of the Individual Account, a married Owner may name any beneficiary without obtaining spousal consent. Upon the death of a married Owner, Aetna will disregard the beneficiary named for the QPSA and treat the current spouse as the beneficiary if the current spouse did not consent to the waiver of the QPSA. At the discretion of Aetna, a full surrender may be allowed without spousal consent if the Reserve Value is $3,500 or less. Sum Payable at Death - The Current Value payable under the terms of this section will be reduced by the amount of the accrued interest on any outstanding loan. Aetna will pay the Current Value to the beneficiary when: (1) The Owner dies before Annuity payments start; and (2) The notice of death is received in good order by Aetna The sum payable will be the Current Value on the date when the notice is received. The beneficiary may choose to apply any sum under an Annuity Option (see Annuity Provisions), subject to any other terms and conditions of this Contract, or to receive a lump sum payment. 1 If the beneficiary is the surviving spouse, the first Annuity payment or the lump sum payment may be deferred to a date not later than when the Owner would have attained age 70-1/2 or such later date as may be allowed under Federal law or regulations. If the beneficiary is not the surviving spouse, all of the Current Value must either be applied to an Annuity Option within one year of the Owner's death or be paid to the beneficiary within 5 years of the Owner's death (see Part IV). In no event may payments to any beneficiary under an Annuity Option extend beyond the life of the beneficiary or any period certain greater than the beneficiary's life expectancy. If no beneficiary exists, the payment will be made to the estate of the Owner. Spousal Consent - If an Owner is married, his or her spouse must consent in writing in a form acceptable to Aetna to any request for a partial or full surrender. For an unmarried Owner, a completed spousal consent form must be submitted with any request for a partial or full surrender certifying that he or she is unmarried. This consent must be given within the 90 day period before the partial or full surrender is to be made. At the discretion of Aetna, a full surrender may be allowed without spousal consent if the Current Value is $3,500 or less. Termination/Surrender Restrictions: Limitations apply to full and partial surrenders of the Restricted Amount from this Contract, as required by Code Section 403(b)(11). The Restricted Amount is the sum of: (a) Net Purchase Payments attributable to Owner salary reduction contributions made on and after January 1, 1989; plus (b) The net increase, if any, in the Current Value of the Owner's Individual Account after December 31, 1988 attributable to investment gains and losses and credited interest. The Restricted Amount may be fully or partially surrendered only if one or more of the following conditions are met: (a) The Owner has reached age 59-1/2; (b) The Owner has separated from service; (c) The Owner has died; (d) The Owner has become disabled, within the meaning of Code Section 72(m)(7); or (e) The withdrawal is otherwise allowed by federal law, regulations or rulings. A full or partial surrender is also allowed if the Owner incurs a "hardship" as that term is defined in the Code or regulations under 403(b). However, the amount available for hardship is limited to the lesser of the amount necessary to satisfy the need, or the Net Purchase Payments attributable to Owner salary reduction contributions made on and after January 1, 1989. Aetna may require that the Owner certify and/or provide satisfactory proof that one of these conditions has been met before a surrender request will be considered to be in good order. 2 The Owner or beneficiary must notify Aetna in writing when a lump sum payment is to be made or Annuity payments are to commence. Limitation on Contributions: The contributions made to an Owner's Individual Account in any year cannot exceed the lesser of the amount determined under the exclusion allowance of Code Section 403(b)(2) or the annual additions Limitation of Code Section 415(c)(1). In addition, in no event may the contributions attributable to elective deferrals as defined in Code Section 402(g) exceed $9,500 (or, such larger amount as adjusted by the Secretary of the Treasury) during any calendar year, unless the alternate Limitation of Code Section 402(g)(8) applies. Timing of Distributions: The distribution of benefits accrued after December 31, 1986, must be made in a lump sum or must begin not later than the April 1 of the calendar year following the calendar year in which the Owner attains age 70-1/2. However, for an Owner who attained age 70 1/2 before January 1, 1988, the distribution of such benefits must be made or must begin not later than the April 1 of the calendar year following the calendar year in which the Owner retires. The above does not apply if the Contract Owner is a governmental entity or a church. For such an employer, the distribution of benefits accrued after December 31, 1986, must be made or must begin not later than the April 1 of the calendar year following the calendar year in which the Owner attains age 70-1/2 or retires, whichever occurs later. The required distribution described in either of the above rules must be made over the life of the Owner (or the joint lives of the Owner and beneficiary) or over a period not exceeding the life expectancy of the Owner (or the joint fife expectancies of the Owner and the beneficiary). If the Owner does not request commencement of benefits as described above, Aetna will not be responsible for compliance with the Code 401(a)(9) minimum distribution requirements and for any adverse tax that may result. Endorsed and made a part of the Contract effective on October 15, 1990 or the effective date of the Contract whichever is later. /s/ G. G. Benanav President Aetna Life Insurance and Annuity Company 3 Aetna Life Insurance and Annuity Company ENDORSEMENT Add the following conditions to the Contributions, Valuation and Discontinuance Contributions or the Deposit, Reserve and Surrender Provision portion of the Contract: The following distribution options may be elected by the Owner. (a) Estate Conservation Option (ECO): A distribution option under which a portion of the Individual Account Reserve Value will automatically be surrendered and distributed each year. (1) An ECO payment will be determined in the following manner: a. Payments will commence no earlier than the year in which the Owner attains age 70 1/2, and will be calculated on the full Reserve Value of the Individual Account, except as provided in b. b. If Aetna maintains separate records of the value of the account as of December 31, 1986, (see below), payments made on or after the year in which the Owner attains age 75 will only be calculated on amounts contributed after December 31, 1986, plus all interest credited after that date. The method under this rule is only used upon election of the Owner and will no longer be effective if the Owner submits a withdrawal request in addition to a scheduled ECO payment from the Individual Account, at which time ECO payments will then be determined under a. Aetna will maintain separate records, if the Owner has not requested any withdrawals from his or her individual Account since December 31, 1986. If a Owner attained age 70 1/2 prior to 1988 or is a Owner in a governmental or church Tax Deferred Annuity (TDA) plan, the Owner must be retired in order to qualify under b. (2) Amount of Distribution: Each year that ECO is in effect, Aetna will calculate and distribute an amount equal to the minimum required distribution under the Code. The annual distribution will be determined by dividing the Individual Account Reserve Value, including any current loan(s) outstanding, as of December 31 of the year prior to the year for which the payment is to be made, by a life expectancy factor. As elected by the Owner, the factor is either the single life or joint life expectancy based on tables in Section 401(a)(9) of the Code or related regulations. If joint life expectancy is elected and the Owner or spouse dies, payments will be calculated based on the survivor's life expectancy. 1 These calculations may be changed as necessary to comply with the Code minimum distribution rules. The joint life expectancy factor can only be elected based on the joint life expectancy of the Owner and his or her spouse, and such spouse must be named as the beneficiary of any death benefits under the Contract while ECO is in effect. (3) Minimum Reserve Value: At its discretion, Aetna may require a minimum initial Reserve Value for election of this option. If after election of this option the Reserve Value is insufficient to make a scheduled ECO payment, Aetna will distribute the entire balance of the Individual Account. (4) Date of Distribution: The Owner shall specify the initial distribution date. The earliest date is the first day of the calendar year in which the Owner attains age 70 1/2. Subsequent distributions will be made annually on June 15 or such other date Aetna may designate or allow. (5) Elections and Revocation: ECO may be elected by the Owner by submitting a completed and signed election form to Aetna's Home Office. If the Contract Owner has notified Aetna that the TDA Plan is subject to Title I of the Employee Retirement Income Security Act of 1974 as amended, the Owner must also submit the appropriate joint and survivor annuity waiver and spousal consent form(s) to Aetna at its Home Office. Once elected, this option may be revoked by the Owner by submitting a written request to Aetna at its Home Office. Any revocation will apply only to amounts not yet paid. ECO may be elected only once. (6) Reservation of Rights: Aetna reserves the right to change the terms of ECO for future elections and discontinue the availability of this option after proper notification. Aetna also reserves the right to allow payments to be made more frequently than annually. (b) Systematic Withdrawal Option (SWO): A distribution option under which a portion of the Individual Account Reserve Value will automatically be surrendered and distributed each year. (1) Amount of Distribution: The Owner may elect one of the two payment methods described below. [bullet] Specified Amount: Payments of a designated dollar amount which must be no greater than 10% of the initial Reserve Value and shall remain constant unless a higher amount is required under Code minimum distribution rules. Each year that the Specified Amount is in effect, Aetna will calculate the minimum required distribution under the Code and distribute this amount if it is larger than the amount elected by the Owner. The life expectancy factor for this purpose will be the Owner's life expectancy at the time of the election of this option, and with each subsequent calendar year the factor will be reduced by one. The minimum required distribution will be determined by dividing the Individual Account Reserve Value, including any current loan(s) outstanding, as of December 31 of the year prior to the year for which the payment is to be made, by a life expectancy factor. At its discretion, Aetna may require a minimum initial payment amount; or [bullet] Specified Period: Payments which are made over a period of time which must be at least 10 years, unless otherwise required by Code minimum distribution rules. The maximum 2 specified period will be limited by the Code minimum distribution rules. The annual amount paid each year is calculated by dividing the Individual Account Reserve Value as of December 31 of the prior year, including any outstanding loan(s), by the number of payment years remaining. The life expectancy factor is either the single life or joint life expectancy, as elected by the Owner, based on tables in Section 401(a)(9) of the Code or related regulations. If the joint life expectancy is elected, upon the death of either the Owner or the spouse, the minimum required distribution for the Specified Amount payment method will continue to be calculated in the same manner as described in (b)(1). Payments upon the Owner's death will continue in the manner described above, unless the spouse elects an alternate payment mode. Any mode elected must provide payments to be made at least as rapidly as those made prior to the Owner's death. These calculations may be changed as necessary to comply with the Code minimum distribution rules. The joint life expectancy factor can only be elected based on the joint life expectancy of the Owner and his or her spouse, and such spouse must be named as the beneficiary of any death benefits under the Contract while SWO is in effect (2) Minimum Initial Reserve Value: At its discretion, Aetna may require a minimum initial Reserve Value for election of this option. If after election of this option the Reserve Value is insufficient to make a scheduled SWO payment, Aetna will distribute the entire balance of the Individual Account. (3) Date of Distribution: The Owner shall specify the initial distribution date. The earliest date is the first day of the calendar year in which the Owner attains age 70-1/2. SWO payments will be made annually. Subsequent distributions will be made annually on June 15 or such other date Aetna may designate or allow. (5) Elections and Revocation: SWO may be elected by the Owner by submitting a completed and signed election form to Aetna's Home Office. If the Contract Owner has notified Aetna that the TDA Plan is subject to Title I of the Employee Retirement Income Security Act of 1974 as amended, the Owner must also submit the appropriate joint and survivor annuity waiver and spousal consent form(s) to Aetna at its Home Office. Once elected, this option may be revoked by the Owner by submitting a written request to Aetna at its Home Office. Any revocation will apply only to amounts not yet paid. SWO may be elected only once. (6) Reservation of Rights: Aetna reserves the right to change the terms of SWO for future elections and discontinue the availability of this option after proper notification. Aetna also reserves the right to allow payments to be made more frequently than annually. 3 Endorsed and made a part of the Contract on October 15, 1990 or the effective date of the Contract whichever is later. /s/ John J. Martin President Aetna Life Insurance and Annuity Company 4 Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed as follows: The following new condition is added to the Retirement Annuity Provisions or the Annuity Provisions of the Contract as follows: Notice to Effect an Annuity/Choices to be Made - An Annuity Option may be elected by telling Aetna to pay all or any portion of the Individual Account Reserve (minus any premium tax) as a premium for an Annuity under Option 2, 3, or 4 (see 4.06). The present value of the expected payments to the Annuitant when payments start shall be determined in accordance with the tables under Code Section 401(a)(9) regulations in order to comply with the incidental death benefit test. This restriction does not apply if Option 4(e) is chosen and the second Annuitant is the spouse of the Annuitant. Payment Commencement Date - Generally, the first Annuity payment must be made no later than the April 1 of the calendar year following the year in which the Owner turns age 70 1/2 or such later date as may be allowed under Federal law or regulations. In no event may any payments to the Annuitant under an Annuity Option extend beyond: (a) The life of the Annuitant; (b) The lives of the Annuitant and beneficiary; (c) A period certain greater than the Annuitant's life expectancy according to regulations under Code Section 401(a)(9), determined as of the date payments are to commence; or (d) A period certain greater than the life expectancies of the Annuitant and beneficiary according to regulations under Code Section 401(a)(9), determined as of the date payments are to begin. For distributions taken in a lump sum, see Termination/Surrender Provision. Add the following option to Retirement Annuity Provisions or Annuity Provisions as Option 5 subsection (d),(e) or Option E as follows: 100% of the payment to continue to the survivor if the survivor is the Annuitant and 50% of the payment to continue to the survivor if the survivor is the second Annuitant. 1 OPTION 5 LIFE INCOME FOR TWO PAYEES JOINT AND 1/2 CONTINGENT LIFE INCOME ANNUITY NO MINIMUM PERIOD 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 3.5% and Rates for a Variable Annuity with Assumed Net Return Rate of 3.5% Age of Second Annuitant
Age of Annuitant 45 50 55 60 65 70 75 80 85 45 $3.86 $3.89 $3.93 $3.94 $3.96 $3.97 $3.98 $3.98 $3.98 50 4.02 4.10 4.15 4.18 4.21 4.23 4.24 4.25 4.26 55 4.22 4.31 4.42 4.48 4.53 4.57 4.59 4.61 4.61 60 4.43 4.56 4.70 4.84 4.93 4.99 5.04 5.07 5.09 65 4.69 4.84 5.02 5.22 5.42 5.54 5.63 5.69 5.73 70 4.99 5.17 5.39 5.65 5.93 6.23 6.40 6.52 6.60 75 5.33 5.54 5.82 6.14 6.52 6.95 7.40 7.64 7.81 80 5.70 5.96 6.29 6.69 7.17 7.75 8.41 9.08 9.45 85 6.07 6.38 6.75 7.24 7.84 8.59 9.49 10.51 11.50
Rates for a Variable Annuity with Assumed Net Return Rate of 5% Age of Second Annuitant
Age of Annuitant 45 50 55 60 65 70 75 80 85 45 $4.80 $4.83 $4.86 $4.88 $4.89 $4.90 $4.91 $4.92 $4.92 50 4.95 5.02 5.06 5.10 5.13 5.15 5.16 5.17 5.18 55 5.14 5.23 5.32 5.38 5.43 5.46 5.49 5.51 5.52 60 5.36 5.47 5.59 5.72 5.80 5.86 5.91 5.95 5.97 65 5.63 5.77 5.93 6.10 6.29 6.41 6.50 6.56 6.60 70 5.96 6.12 6.31 6.54 6.81 7.08 7.25 7.37 7.46 75 6.35 6.54 6.77 7.06 7.42 7.81 8.25 8.49 8.66 80 6.79 7.01 7.30 7.66 8.11 8.65 9.28 9.93 10.29 85 7.26 7.53 7.86 8.29 8.85 9.55 10.41 11.39 12.37
These Annuity rates are based on mortality from 1983 Table a. Endorsed and made a part of the Contract effective October 15, 1990 or the effective date of the Contract whichever is later. /s/ John J. Martin President Aetna Life Insurance and Annuity Company 3 Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed as follows: The definition of Separate Account under the Definition of Certain Terms or General Definitions section of the contract is hereby amended to read as follows: Separate Account: An account which buys and holds shares of the Fund(s). Income, gains or losses, realized or unrealized are credited or charged to this account without regard to other income, gains or losses of Aetna. Aetna owns the assets held in a separate account and is not a trustee as to such amounts. These accounts generally are not guaranteed and are held at market value. The assets of such accounts, to the extent of reserves and other contract liabilities of the account, shall not be charged with other Aetna liabilities. Endorsed and made a part of the Contract. /s/ Edmund F. Kelly President Aetna Life Insurance and Annuity Aetna Life Insurance and Annuity Company ENDORSEMENT The Contract is hereby endorsed. The term Valuation Period under Definitions is amended to read as follows: 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 day, or such other day that one or more of the Funds determines its net asset value. Endorsed and made a part of the Contract. /s/ G. G. Benanav President Aetna Life Insurance and Annuity Company Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed as follows: The Contract section entitled Definitions is amended to include the following defined terms: Aetna GET Fund (GET Fund): An open-end registered management investment company organized as a series fund. Each series of GET Fund constitutes a separate Fund under this Contract. Unless specifically indicated otherwise in this Contract, all references to Fund(s) in this Contract shall include each series of GET Fund. Allocation Period: The period of time, usually from one to three months, during which amounts may be allocated to a series of GET Fund, whether by transfer or by Net Stipulated Payment(s). Each series of GET Fund will have a specific Allocation Period. At its discretion, Aetna may allow additional amounts to be allocated to a series of GET Fund during the Guarantee Period. The Guarantee established at the close of the Allocation Period will apply to these amounts. At its discretion, Aetna may specify a minimum amount per transfer and per Net Stipulated Payment amount for each series prior to the beginning of the Allocation Period for that series. Aetna will specify a minimum amount of assets that a series of the GET Fund must contain at the close of the Allocation Period; and reserves the right to terminate a series if it does not meet this minimum standard. If Aetna elects to terminate the GET Fund and not to start the Guarantee Period, Aetna will mail each Owner with amount(s) in the series a notice that the series is being canceled. The cancellation notice will be mailed no later than 15 calendar days after the Allocation Period ends. The Owner will have 45 calendar days from the end of the Allocation Period to transfer the Current Value of the canceled series of GET Fund to another accumulation option(s). If no transfer is made prior to the end of the 45 calendar day period, the Current Value in the canceled series of GET Fund will be transferred to Aetna Variable Encore Fund, a money market fund during the next Valuation Period. Aetna will also specify the maximum amount of assets that will be accepted into a series of the GET Fund; and reserves the right to not allow additional allocation to a series if it exceeds this maximum standard. If Aetna elects not to allow additional allocation to the series of GET Fund, Aetna will stop accepting Net Stipulated Payments and transfers into the series 10 calendar days after such election. The Allocation Period will continue until the date the Guarantee Period begins. GET Fund Maturity Date: The date at which the Guaranteed Period for a series will end and the GET Fund Record Units for that series will be liquidated. Another accumulation option must then be elected. If no such election is made by the GET Fund Maturity Date, the portion of the Current Value based on that GET Fund series will be transferred to the Allocation Period for another series of GET Fund. If no GET Fund Series is available, 50% of the Current Value from that GET Fund series will be transferred to Aetna Variable Fund, a growth and income fund. The remaining 50% of 1 the Current Value will be transferred to Aetna Income Shares, a bond fund. The transfers will be made during the next Valuation Period. Such transfers will not be counted as one of the free transfers. The GET Fund Maturity Date will be specified before the Allocation Period for that series begins. Guarantee: Aetna guarantees that on a series' GET Fund Maturity Date, the value of each GET Fund Record Unit then outstanding in that series will not be less than the value of the Record Unit on the last day of the Allocation Period. Aetna will transfer any amount necessary from its general account to the Separate Account in order to bring that Record Unit Value to the guaranteed level. This Guarantee does not apply to GET Fund Record Unit Values withdrawn or transferred before the GET Fund Maturity Date. Guaranteed Period: The length of time to which the Guarantee applies for a series, ending on the GET Fund Maturity Date. This period will be specified before the Allocation Period for a series begins. The Contract section entitled Net Investment Factor or Investment Increment Factors - Separate Account is amended to add the following: The Net Return Factor for GET Fund is equal to 1.0000000 plus the Net Return Rate. The Net Return Rate for each series of GET Fund, notwithstanding any other provision of this Contract, is equal to: (i) The value of the shares of that series of GET Fund held by the Separate Account at the end of a Valuation Period; minus (ii) The value of the shares of that series of GET Fund held by the Separate Account at the start of the Valuation Period; plus or minus (iii) The proportional share of taxes (or reserves for taxes) on the Separate Account (if any); divided by (iv) The total value of the GET Fund Record Units of the Separate Account for that series at the start of the Valuation Period; minus (v) A daily actuarial deduction at an annual rate of 1.25% for annuity mortality and expense risks and profit; minus (vi) A daily deduction at an annual rate of 0.25% during the Guaranteed Period for Aetna's guarantee of GET Fund Record Unit Values. This deduction will be determined prior to the start of any series of GET Fund's Allocation Period; and (vii) A daily administrative deduction which will not exceed 0.25% on an annual basis. The Net Return Rate may be more or less than 0%. The value of a share of a GET Fund series is equal to the net assets of that series divided by the number of outstanding shares of that series. 2 The Contract section entitled Transfer is amended to include the following paragraph at the end of this provision: Withdrawals or transfers from a GET Fund series before the Maturity Date will be at the then applicable GET Fund Record Unit Value, which may be more or less than the Record Unit Value guaranteed at the GET Fund Maturity Date. The Contract section entitled Termination Benefit or Reinstatement is amended to include the following paragraph at the end of this Provision: Amounts attributable to GET will be reinstated to the Allocation Period of a GET series, if available. If a GET series Allocation Period is unavailable, amounts will be reallocated among other Fund(s), the General Account and the GA Account, (if applicable), on a prorata basis. The Contract section entitled Options Available to Beneficiary/Annuitant or Choices to be Made is amended to include the following paragraph at the end of this provision: Contract values based on any GET Fund series must be transferred to another accumulation option prior to election of an Annuity Option. Endorsed and made a part of this Contract on the effective date of the Contract. /s/ Dan Kearney President Aetna Life Insurance and Annuity Company 3
EX-99.B.4.7 5 VARIABLE ANNUITY CONTRACT I - CDA-HD Aetna Life Insurance and Annuity Company Home Office: 151 FARMINGTON AVE. HARTFORD, CONNECTICUT 06156 (203) 273-2131 Herein called Aetna Agrees to pay the benefits stated in this Contract. 1.06 General Account.................................................. 1.07. Purchase Payment(s).............................................. 1.08. Separate Accounts................................................ 1.09. Valuation Period................................................. 1.10. Variable Annuity................................................. II. GENERAL PROVISIONS 2.01. Change of Contract............................................... 2.02. Change of Fund(s)................................................ 2.03. Non-Participating Contract....................................... 2.04. Payments......................................................... 2.05. State Laws....................................................... 2.06. Control of Contract.............................................. 2.07. Designation of Beneficiary....................................... 2.08. Misstatements and Adjustments.................................... 2.09. Incontestability................................................. THE VARIABLE FEATURES OF THIS CONTRACT ARE DESCRIBED IN PARTS III AND IV. RIGHT TO CANCEL The Contract Holder may cancel this Contract within 10 days of receiving it, by returning this Contract along with a written notice to Aetna at the above address or to the agent from whom it was purchased. Within 7 days after it receives the notice of cancellation and this Contract at its Home Office, Aetna will return the entire consideration paid; plus any increase or minus any decrease in the cash value of any funds allocated to the Separate Accounts. This page, the following pages, and the application make up the entire Contract. Signed at the Home Office on the Effective Date. /s/ George N. Gingold /s/ John J. Martin Secretary President INDIVIDUAL VARIABLE, FIXED, OR COMBINATION ANNUITY CONTRACT NON-PARTICIPATING ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT. 1 TABLE OF CONTENTS I. GENERAL DEFINITIONS Page 1.01. Annuitant...........................................................4 1.02. Annuity.............................................................4 1.03. Fixed Account.......................................................4 1.04. Fixed Annuity.......................................................4 1.05. Fund(s).............................................................4 1.06. General Account.....................................................4 1.07. Purchase Payments...................................................4 1.08. Separate Accounts...................................................4 1.09. Valuation Period....................................................4 1.10. Variable Annuity....................................................4 II. GENERAL PROVISIONS 2.01. Change of Contract..................................................5 2.02. Change of Fund(s)...................................................5 2.03. Non-Participating Contract..........................................5 2.04. Payments............................................................5 2.05. State Laws..........................................................6 2.06. Control of Contract.................................................6 2.07. Designation of Beneficiary..........................................6 2.08. Misstatements and Adjustments.......................................6 2.09. Incontestability....................................................6 2.10. Grace Period........................................................6 III. PURCHASE PAYMENT, CURRENT VALUE AND SURRENDER PROVISIONS 3.01. Net Purchase Payment(s):............................................7 3.02. Guaranteed Interest Rate - Fixed Account............................7 3.03. Maintenance Fee.....................................................7 3.04. Fund(s) Record Units - Separate Account.............................7 3.05. Net Return Factor(s) - Separate Account.............................7 3.06. Fund(s) Record Unit Value - Separate Account........................8 3 07 Current Value.......................................................8 3.08. Transfer of Current Value from the Funds............................8 3.09. Transfer of Current Value from the Fixed Account....................8 3.10. Notice to the Contract Holder.......................................9 3.11 Sum Payable at Death (Before Annuity Payments Start):...............9 3.12. Surrender Value.....................................................9 3.13. Payment of Surrender Value..........................................9 3.14. Reinstatement.......................................................9 2 IV. ANNUITY PROVISIONS 4.01. Choices to be Made.................................................10 4.02. Terms of Annuity Options...........................................10 4.03. Death of Annuitant/Beneficiary.....................................11 4.04. Fund(s) Annuity Units - Separate Account...........................11 4.05. Fund(s) Annuity Unit Value - Separate Account......................11 4.06. Annuity Options....................................................12 V. SPECIAL PROVISIONS 5.01 Deferred Compensation Plan.........................................23 5.02. Pension or Profit Sharing Plan.....................................24 5.03. Individual Retirement Annuity Plan (IRA)...........................24 5.04. Tax Deferred Annuity Plan..........................................26 5.05. Individual Annuity Plan............................................26 VI. FEE SCHEDULE 6.01. Maintenance Fee....................................................28 6.02. Surrender Fee......................................................28 6.03. Table of Minimum Values - Fixed Account:...........................28 3 I. GENERAL DEFINITIONS 1.01. Annuitant - A person on whose life an Annuity has been effected under this Contract. 1.02. Annuity - Payment of an income: (a) for the life of one or two persons; (b) for a stated period, or amount; or, (c) for some mix of (a) and (b). 1.03. Fixed Account - An accumulation option with a guaranteed minimum interest rate. Aetna may credit a higher rate which is not guaranteed. 1.04. Fixed Annuity - An Annuity with payments which do not vary in amount. 1.05. Fund(s) - The open-end registered management investment companies, (mutual funds) made available by Aetna under this Contract. 1.06. General Account - The Account holding the assets of Aetna, other than those assets held in the Separate Accounts. 1.07. Purchase Payments - Payments made to Aetna. 1.08. Separate Accounts - Accounts set up by Aetna under the Connecticut Insurance Laws which purchase shares of the Fund(s). 1.09. Valuation Period (Period) - The period of time from the end of one business day on the New York Stock Exchange to the end of the next business day. 1.10. Variable Annuity - An Annuity with payments which vary with the net investment results of a Separate Account. 4 II. GENERAL PROVISIONS 2.01. Change of Contract: Only an authorized officer of Aetna may change the terms of this Contract. Aetna will notify the 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. The following provisions of this Contract will not be changed: (a) Net Purchase Payment(s); (b) Guaranteed Interest Rate - Fixed Account; (c) Net Return Factor(s) - Separate Account; (d) Current Value; (e) Surrender Value; (f) Fund(s) Annuity Unit Value - Separate Account; (g) Annuity Options; (h) Fixed Annuity minimum interest rate; (i) Maximum transfer, maintenance or surrender fees. This Contract may also be changed as required by federal or state law. 2.02. Change of Fund(s): Aetna, or the Separate Account and the Fund(s), may: (a) change the Fund(s) which may be invested in by the Separate Account; and (b) replace the shares of any Fund(s) held in the Separate Account with shares of any other Fund(s). Changes must be: (1) approved by a majority vote of persons having an interest in the Separate Account and the Fund(s); or (2) deemed necessary by Aetna under the Investment Company Act of 1940; or (3) deemed necessary by Aetna to accomplish the purpose of the Separate Account. Aetna will notify the Contract Holder of any change. 2.03. Non-Participating Contract: The Contract Holder, Annuitant, or beneficiaries will not have a right to share in the earnings of Aetna. 2.04. Payments: Aetna will make Annuity payments as and when due. Aetna will make other payments within 7 days of receipt at its Home Office of a written claim for payment which is in good order, except as provided in 3.13. 5 2.05. State Laws: This Contract complies with the laws of the state in which it is delivered. Any cash, death or Annuity payments are equal to or greater than the minimum required by such laws. Annuity tables for legal reserve valuation shall be as required by state law. Such tables may be different from annuity tables used to determine Annuity payments. 2.06. Control of Contract: See Part V. 2.07. Designation of Beneficiary: See Part V. The beneficiary may be changed at any time. 2.08. Misstatements and Adjustments: If Aetna finds the age, or any other relevant facts to be misstated, the correct facts will be used to adjust payments. 2.09. Incontestability: Aetna cannot cancel this Contract because of any error of fact on the application. 2.10. Grace Period: This Contract will remain in effect even if Purchase Payments are not continued. 6 III. PURCHASE PAYMENT, CURRENT VALUE AND SURRENDER PROVISIONS 3.01. Net Purchase Payment(s): The actual Purchase Payment less any premium tax. As a rule, Aetna will deduct the premium tax when Annuity benefits are purchased (see Part IV). If Aetna determines that it must pay a premium tax when Purchase Payments are received or at any other time, it will deduct the tax at that time. The Net Purchase Payment(s) will be credited to: (a) the Fixed Account; (b) the Fund(s) in which the Separate Account invests. Aetna must be told the percentage of the Net Purchase Payment(s) to be applied to each investment above. During any calendar year, Aetna may be told to change the investment mix four times if more than one Purchase Payment is made. If additional changes are allowed, each may be subject to a fee of up to $10. 3.02. Guaranteed Interest Rate - Fixed Account: On any Purchase Payment(s) made to the Fixed Account, Aetna will add interest daily at any annual rate no less than 4%. Aetna may add interest daily at any higher rate determined by its Board of Directors. 3.03. Maintenance Fee: See Part V. 3.04. Fund(s) Record Units - Separate Account: The portion of the Net Purchase Payment(s) applied to the Separate Account will determine the number of Fund(s) Record Units. This number is equal to a Net Purchase Payment divided by the Fund(s) Record Unit Value (see 3.06) for the Valuation Period in which the Purchase Payment is received in good order. 3.05. Net Return Factor(s) - Separate Account: The Net Return Factors are used to compute all Separate Account values and payments for any Fund. The Net Return Factor 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 Record Units and Fund Annuity Units of the Separate Account (see 3.06 and 4.05) at the start of the Valuation Period; minus (e) a daily actuarial charge at an annual rate of 1.25% for annuity mortality and expense risks and profit; and a daily administrative charge which will not exceed .25% on an annual basis. 7 A Net Return Rate may be more or less than 0. The value of a share of the Fund is equal to the net assets of the Fund divided by the number of shares outstanding. The administrative charge may be changed annually except for amounts which have been used to purchase an annuity. This charge will not exceed .25%. 3.06. Fund(s) Record Unit Value - Separate Account: The Fund(s) Record Unit Value is computed by multiplying the Net Return Factor for the current Valuation Period by the Fund(s) Record Unit Value for the previous Period. The dollar value of the Fund(s) Record Units, Separate Account assets, and Variable Annuity payments may go up or down due to investment gain or loss. 3.07. Current Value: The Current Value (of this Contract) is equal to: (a) Any amounts in the Fixed Account, including Fixed Account interest added by Aetna; plus (b) The sum of any Separate Account Record Unit value(s); less (c) Any Maintenance Fee(s) due. Current Value does not include amounts used to purchase an Annuity. 3.08. Transfer of Current Value from the Funds: Before an annuity option is elected, all or any portion of the Current Value may be transferred from any Fund to any other Fund or to the Fixed Account. Four transfers of Current Value can be made during a calendar year period. If additional transfers are allowed, each may be subject to a fee of up to $10. 3.09. Transfer of Current Value from the Fixed Account: 10% of the Current Value held in the Fixed Account may be transferred to any Fund(s). Such transfer will be: (a) without charge; (b) allowed once per calendar year; (c) not allowed under an annuity option. Aetna may, on a temporary basis, allow any larger percent to be transferred. The Current Value of the Fixed Account, as used above, is the value when the request is received at the Home Office of Aetna. 3.10. Notice to the Contract Holder: Aetna will notify the Contract Holder each year of: (a) The value of any amounts held in: (1) the Fixed Account; and (2) the Fund(s) for the Separate Account; and (b) the number of any Fund(s) Record Units; and (c) the Fund(s) Record Unit Value(s). Such number or values will be as of a date no more than 60 days before the date of the notice. 3.11. Sum Payable at Death (Before Annuity Payments Start): See Part V. 8 3.12. Surrender Value: See Part V. 3.13. Payment of Surrender Value: Under certain emergency conditions, Aetna may defer payment: (a) for a period of up to 6 months (unless not allowed by state law); and (b) as provided by federal law. Aetna may pay any Fixed Account surrender value with interest in equal payments over a period not to exceed 60 months when the amount held in the Fixed Account under this Contract exceeds $500,000. This will apply only if the sum of the amounts surrendered within the past 12 months exceeds 20% of such Fixed Account amount. Interest, as used above, will not be more than two percentage points below any rate determined prospectively by the Board of Directors for this class of Contract. In no event will the interest rate be less than 4%. 3.14. Reinstatement: All or a portion of the proceeds of a full surrender of this Contract may be reinvested within 30 days after the surrender if allowed by law. Any Maintenance Fee and Surrender Fee charged at the time of surrender on the amount being reinvested will be included in the reinstatement. Amounts will be reinstated among the Fixed Account and Separate Account in the same proportion as they were at the time of surrender. The number of Record Units reinstated will be based on the Record Unit Value(s) next computed after receipt at Aetna's Home Office of the reinstatement request and the amount to be reinvested. Any Maintenance Fee which falls due after the surrender and before the reinstatement will be deducted from the amount reinstated. Reinstatement is permitted only once. 9 IV. ANNUITY PROVISIONS 4.01. Choices to be Made: An Annuity Option may be elected by telling Aetna to pay all or any portion of the Current Value (minus any premium tax) as a premium for an Annuity under Option 2, 3, 4 or 5 (see 4.06). The first Annuity payment must generally be made no later than the first day of the month following the Annuitant's 75th birthday. If this Contract is issued under an IRA (see Specifications page), the first Annuity payment must be made not later than December 31 of the year the Annuitant attains age 70-1/2. Aetna may be told to make the first Annuity payment during any prior month. When an Option is chosen, Aetna must also be told whether payments are to be made other than monthly and (except for Option 2) to pay: (a) a Fixed Annuity using the General Account; or (b) a Variable Annuity using any of the Fund(s) made available by Aetna for Annuity purposes; or (c) a mix of (a) and (b). If a Fixed Annuity is chosen, Aetna will add interest daily at an annual rate no less than 3.5%. Aetna may add interest daily at any higher rate. If a Variable Annuity is chosen, an Assumed Annual Net Return Rate of 5% may be chosen. If not chosen, Aetna will use an Assumed Annual Net Return Rate of 3.5%. 4.02. Terms of Annuity Options: (a) When payments start, the age of the Annuitant plus the number of years for which payments are guaranteed must not exceed 95. (b) The present value of the expected payments to the Annuitant when payments start shall be more than 50% of the present value of the total expected payments to be made; this restriction does not apply if Option 5 is chosen and the second Annuitant is the spouse of the Annuitant. (c) No choice of any Annuity Option may be made if the first payment would be less than $20 or if the total payments in a year would be less than $100. (d) If a Fixed Annuity under Option 3, 4 or 5 is chosen and a larger payment would result from applying the surrender value to a current Aetna single premium immediate annuity, Aetna will make the larger payment. (e) Age, where used in the following tables, means age on the birthday closest to the date of the first payment. (f) 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 risk and administrative fee charges if future Variable Annuity payments are to remain level. 4.03. Death of Annuitant/Beneficiary: When an Annuitant dies any remaining payments 10 will be continued to the beneficiary. If the beneficiary is not a person or persons, the present value of any remaining payments will be paid in one sum. If no beneficiary exists, the present value of any remaining payments will be paid in one sum to the estate of the Annuitant. If a beneficiary dies while under Option 1; or while receiving Annuity payments, the present value of any remaining payments will be paid in one sum to the estate of the beneficiary. The interest rate used to determine the first payment will be used to calculate the present value. 4.04. Fund(s) Annuity Units - Separate Account: The number of Fund(s) Annuity Units is based on the amount of the first Variable Annuity payment which is equal to: (a) the portion of the Current Value (minus any premium tax) applied to pay a Variable Annuity; divided by (b) 1,000; times (c) the payment rate for the Option chosen. Such amount, or portion, of the variable payment will be divided by the Fund(s) Annuity Unit Value (see 4.05) on the tenth Valuation Period before the due date of the first payment to determine the number of Fund(s) Annuity Units. The number of Fund(s) Annuity Units remains fixed. Each future payment is equal to this number times the Fund(s) Annuity Unit Value on the tenth Valuation Period prior to the due date of the payment. 4.05. Fund(s) Annuity Unit Value - Separate Account: For any Valuation Period the Fund(s) Annuity Unit Value is equal to: (a) the Value for the previous Period; times (b) the Net Return Factor(s) (see 3.05) for the Period; times (c) a 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 the Fund(s) Annuity Unit Values and payments may go up or down due to investment gain or loss. If Variable Annuity payments are not to decrease, Aetna must earn a gross return on the assets of the Separate Account of: [bullet] 4.75% on an annual basis, plus an annual return of up to .25% needed to offset the administrative charge set at the time Annuity payments commenced, if an Assumed Annual Net Return Rate of 3.5% is chosen; or, [bullet] 6.25% on an annual basis, plus an annual return of up to .25% needed to offset the administrative charge set at the time Annuity payments commence, if an Assumed Annual Net Return Rate of 5% is chosen. Payments shall not be changed due to changes in the mortality or expense results or administrative charges. 4.06. Annuity Options: Option 1 - Payment of Interest on Sum Left with Aetna. This Option may be used only by the beneficiary when the Annuitant dies before Aetna has started paying an Annuity. A portion or all of the sum paid upon death may be held under this Option and will be held in the General 11 Account of Aetna at interest (see 4.01). The beneficiary may later tell Aetna to: (a) pay a portion, or all, of the sum held by Aetna; or (b) apply a portion, or all, of the sum held by Aetna to any Annuity Option below. If this Contract is issued under an IRA and the beneficiary elects that the full sum paid upon death is to be held under this Option, the beneficiary, if a spouse, must elect (a) or (b) above within 5 years after the death of the Annuitant. If the beneficiary is not a spouse, the beneficiary must tell Aetna to pay the full sum within 5 years after the death of the Annuitant. Option 2 - Payments of a Stated Dollar Amount - This Option may only be elected as a Fixed Annuity. An Annuity of a chosen amount will be paid until no funds are left. The payments to be made in a year must be greater than $65 for each $1,000 applied to this Option, but cannot exceed an amount which would deplete the funds in less than 3 years. During any year, Aetna reserves the right to make as a minimum payment an amount equal to 105% of the interest for that year. Option 3 - 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 3 and not more than 30. If payments for this Option are made under a Variable Annuity, the present value of any remaining payments may be withdrawn at any time. If a withdrawal is requested within 3 years after the start of payments, it will be treated as a surrender (see Part V). Option 4 - Life Income - An Annuity will be paid for the life of the Annuitant. If also chosen, Aetna will guarantee payments for 60, 120, 180, or 240 months. Option 5 - Life Income for Two Payees - An Annuity will be paid during the lives of the Annuitant and a second Annuitant. At the death of either, payments will continue to the survivor. When this Option is chosen, a choice must be made of: (a) 100% of the payment to continue to the survivor; (b) 66 2/3% of the payment to continue to the survivor; (c) 50% of the payment to continue to the survivor; or (d) Payments for a minimum of 120 months, with 100% of the payment to continue to the survivor. Other Options - Aetna may make other options available as allowed by the laws of the state in which this Contract is delivered. 12 OPTION 3 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 3.5%; and Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%
Years of Amount of Years of Amount of Years of Amount of Payments Payments Payments Payments Payments Payments -------- -------- -------- -------- -------- -------- 3 $29.19 13 $7.94 22 $5.39 4 22.27 14 7.49 23 5.24 5 18.12 15 7.10 24 5.09 6 15.35 16 6.76 25 4.96 7 13.38 17 6.47 26 4.84 8 11.90 18 6.20 27 4.73 9 10.75 19 5.97 28 4.63 10 9.83 20 5.75 29 4.53 11 9.09 21 5.56 30 4.45 12 8.46
Rates for a Variable Annuity with Assumed Net Return Rate of 5%
Years of Amount of Years of Amount of Years of Amount of Payments Payments Payments Payments Payments Payments -------- -------- -------- -------- -------- -------- 3 $29.80 13 $8.64 22 $6.17 4 22.89 14 8.20 23 6.02 5 18.74 15 7.82 24 5.88 6 15.99 16 7.49 25 5.76 7 14.02 17 7.20 26 5.65 8 12.56 18 6.94 27 5.54 9 11.42 19 6.71 28 5.45 10 10.51 20 6.51 29 5.36 11 9.77 21 6.33 30 5.28 12 9.16
13 OPTION 4 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 3.5%; and Rates for a Variable Annuity with Assumed Net Return Rate of 3.5% Payments Guaranteed for a Stated Period of Months
Age of None 60 120 180 240 Annuitant Male Female Male Female Male Female Male Female Male Female --------- ---- ------ ---- ------ ---- ------ ---- ------ ---- ------ 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. Rate for ages not shown will be provided on request and will be computed on a basis consistent with the rates in the above tables. 14 OPTION 4 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
Age of None 60 120 180 240 Annuitant Male Female Male Female Male Female Male Female Male Female --------- ---- ------ ---- ------ ---- ------ ---- ------ ---- ------ 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 5.97 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 6.69 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. Rate for ages not shown will be provided on request and will be computed on a basis consistent with the rates in the above tables. 15 OPTION 5 LIFE INCOME FOR TWO PAYEES JOINT AND LAST SURVIVOR ANNUITY 100% TO THE SURVIVOR NO MINIMUM PERIOD 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 3.5% and Rates for a Variable Annuity with Assumed Net Return Rate of 3.5% Age of Female Annuitant
Age of Male Annuitant 45 50 55 60 65 70 75 80 85 - -------------- -- -- -- -- -- -- -- -- -- 45 $3.69 $3.80 $3.90 $3.98 $4.05 $4.11 $4.15 $4.18 $4.20 50 3.75 3.89 4.03 4.16 4.27 4.36 4.43 4.48 4.52 55 3.81 3.97 4.16 4.34 4.51 4.66 4.78 4.86 4.92 60 3.84 4.04 4.27 4.51 4.76 4.99 5.18 5.33 5.43 65 3.87 4.09 4.35 4.66 4.99 5.34 5.66 5.92 6.11 70 3.90 4.13 4.42 4.78 5.19 5.67 6.16 6.61 6.95 75 3.91 4.15 4.47 4.86 5.35 5.95 6.64 7.33 7.95 80 3.92 4.17 4.50 4.92 5.46 6.17 7.04 8.04 9.03 85 3.92 4.18 4.51 4.95 5.53 6.31 7.34 8.63 10.05
Rates for a Variable Annuity with Assumed Net Return Rate of 5% Age of Female Annuitant
Age of Male Annuitant 45 50 55 60 65 70 75 80 85 --------- -- -- -- -- -- -- -- -- -- 45 $4.63 $4.72 $4.81 $4.89 $4.96 $5.02 $5.07 $5.10 $5.12 50 4.68 4.80 4.93 5.05 5.16 5.25 5.33 5.38 5.42 55 4.73 4.88 5.04 5.21 5.38 5.52 5.65 5.74 5.80 60 4.77 4.95 5.15 5.37 5.61 5.83 6.04 6.19 6.30 65 4.80 5.00 5.24 5.52 5.83 6.17 6.49 6.76 6.96 70 4.82 5.04 5.30 5.63 6.04 6.49 6.97 7.42 7.79 75 4.84 5.06 5.35 5.72 6.20 6.77 7.45 8.14 8.76 80 4.85 5.08 5.39 5.79 6.31 6.99 7.86 8.84 9.83 85 4.86 5.10 5.41 5.83 6.39 7.15 8.16 9.43 10.86
Rates are based on mortality from 1983 Table a. 16 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. 17 OPTION 5 LIFE INCOME FOR TWO PAYEES JOINT AND LAST SURVIVOR ANNUITY 66 2/3% TO THE SURVIVOR NO MINIMUM PERIOD 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 3.5% and Rates for a Variable Annuity with Assumed Net Return Rate of 3.5% Age of Female Annuitant
Age of Male Annuitant 45 50 55 60 65 70 75 80 85 --------- -- -- -- -- -- -- -- -- -- 45 $3.94 $4.06 $4.20 $4.36 $4.54 $4.74 $4.96 $5.19 $5.42 50 4.05 4.20 4.36 4.55 4.76 4.99 5.24 5.51 5.78 55 4.18 4.35 4.54 4.76 5.00 5.28 5.58 5.90 6.22 60 4.32 4.51 4.73 4.99 5.29 5.63 6.00 6.40 6.79 65 4.48 4.69 4.95 5.25 5.61 6.03 6.51 7.02 7.52 70 4.66 4.89 5.18 5.53 5.97 6.49 7.10 7.77 8.45 75 4.84 5.09 5.42 5.82 6.33 6.96 7.73 8.62 9.56 80 5.02 5.30 5.65 6.11 6.69 7.43 8.39 9.54 10.82 85 5.19 5.49 5.87 6.37 7.02 7.88 9.02 10.46 12.15
Rates for a Variable Annuity with Assumed Net Return Rate of 5% Age of Female Annuitant
Age of Male Annuitant 45 50 55 60 65 70 75 80 85 --------- -- -- -- -- -- -- -- -- -- 45 $4.87 $4.99 $5.12 $5.28 $5.46 $5.68 $5.93 $6.21 $6.49 50 4.99 5.12 5.27 5.45 5.66 5.90 6.18 6.50 6.82 55 5.12 5.26 5.44 5.65 5.89 6.17 6.50 6.86 7.23 60 5.27 5.43 5.63 5.87 6.16 6.50 6.89 7.32 7.76 65 5.44 5.63 5.85 6.14 6.49 6.90 7.38 7.92 8.47 70 5.64 5.85 6.11 6.44 6.84 7.35 7.96 8.64 9.36 75 5.86 6.09 6.38 6.75 7.23 7.84 8.60 9.49 10.46 80 6.09 6.33 6.65 7.07 7.62 8.34 9.28 10.42 11.71 85 6.30 6.57 6.92 7.38 8.00 8.83 9.93 11.35 13.04
Rates are based on mortality from 1983 Table a. 18 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. 19 OPTION 5 LIFE INCOME FOR TWO PAYEES JOINT AND LAST SURVIVOR ANNUITY 50% TO THE SURVIVOR NO MINIMUM PERIOD 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 3.5% and Rates for a Variable Annuity with Assumed Net Return Rate of 3.5% Age of Female Annuitant
Age of Male Annuitant 45 50 55 60 65 70 75 80 85 --------- -- -- -- -- -- -- -- -- -- 45 $4.07 $4.21 $4.38 $4.58 $4.83 $5.13 $5.49 $5.91 $6.35 50 4.22 4.37 4.55 4.77 5.04 5.37 5.77 6.23 6.72 55 4.40 4.56 4.76 5.00 5.29 5.66 6.10 6.62 7.18 60 4.61 4.79 5.00 5.27 5.60 6.01 6.51 7.11 7.76 65 4.87 5.06 5.31 5.61 5.99 6.46 7.04 7.74 8.52 70 5.17 5.39 5.66 6.01 6.44 6.99 7.68 8.52 9.47 75 5.49 5.75 6.06 6.46 6.96 7.61 8.43 9.45 10.64 80 5.84 6.13 6.49 6.95 7.54 8.29 9.29 10.54 12.03 85 6.18 6.51 6.91 7.43 8.11 9.00 10.17 11.71 13.57
Rates for a Variable Annuity with Assumed Net Return Rate of 5% Age of Female Annuitant
Age of Male Annuitant 45 50 55 60 65 70 75 80 85 --------- -- -- -- -- -- -- -- -- -- 45 $5.01 $5.14 $5.30 $5.50 $5.75 $6.08 $6.48 $6.96 $7.49 50 5.15 5.29 5.46 5.68 5.95 6.29 6.73 7.25 7.82 55 5.33 5.48 5.66 5.89 6.18 6.56 7.03 7.60 8.24 60 5.56 5.71 5.91 6.16 6.49 6.90 7.42 8.06 8.78 65 5.83 6.01 6.23 6.51 6.87 7.33 7.93 8.67 9.50 70 6.17 6.36 6.61 6.93 7.34 7.87 8.56 9.43 10.43 75 6.55 6.78 7.05 7.42 7.89 8.51 9.33 10.35 11.57 80 6.98 7.23 7.54 7.96 8.51 9.23 10.20 11.44 12.95 85 7.40 7.68 8.05 8.53 9.16 10.00 11.14 12.64 14.51
Rates are based on mortality from 1983 Table a. 20 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. 21 OPTION 5 LIFE INCOME FOR TWO PAYEES JOINT AND LAST SURVIVOR ANNUITY 100% TO THE SURVIVOR 120 MONTHS MINIMUM PERIOD 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 3.5% and Rates for a Variable Annuity with Assumed Net Return Rate of 3.5% Age of Female Annuitant
Age of Male Annuitant 45 50 55 60 65 70 75 80 85 --------- -- -- -- -- -- -- -- -- -- 45 $3.69 $3.79 $3.89 $3.98 $4.05 $4.11 $4.15 $4.17 $4.19 50 3.75 3.89 4.03 4.16 4.27 4.36 4.42 4.47 4.49 55 3.80 3.97 4.15 4.34 4.51 4.65 4.76 4.83 4.88 60 3.84 4.04 4.26 4.50 4.75 4.97 5.16 5.29 5.36 65 3.87 4.09 4.35 4.65 4.98 5.31 5.61 5.83 5.97 70 3.89 4.13 4.41 4.76 5.17 5.62 6.07 6.43 6.67 75 3.91 4.15 4.46 4.84 5.31 5.87 6.48 7.02 7.40 80 3.91 4.16 4.48 4.89 5.41 6.05 6.79 7.50 8.04 85 3.92 4.17 4.49 4.91 5.46 6.15 6.98 7.83 8.50
Rates for a Variable Annuity with Assumed Net Return Rate of 5% Age of Female Annuitant
Age of Male Annuitant 45 50 55 60 65 70 75 80 85 45 $4.63 $4.72 $4.81 $4.89 $4.96 $5.02 $5.06 $5.09 $5.11 50 4.68 4.80 4.93 5.05 5.15 5.25 5.32 5.36 5.39 55 4.73 4.88 5.04 5.21 5.37 5.51 5.63 5.71 5.75 60 4.77 4.94 5.14 5.37 5.60 5.82 6.00 6.14 6.22 65 4.80 4.99 5.23 5.51 5.82 6.13 6.43 6.66 6.80 70 4.82 5.03 5.29 5.62 6.00 6.44 6.87 7.23 7.47 75 4.84 5.06 5.34 5.70 6.15 6.68 7.27 7.80 8.17 80 4.85 5.07 5.37 5.75 6.24 6.86 7.57 8.26 8.79 85 4.85 5.08 5.38 5.78 6.30 6.96 7.76 8.58 9.23
Rates are based on mortality from 1983 Table a. 22 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. V. SPECIAL PROVISIONS The Special Provisions section which applies to this Contract is shown on the Specifications page under Type of Plan. The other sections under Special Provisions do not apply. 5.01 Deferred Compensation Plan (a) Control of Contract: All rights in this Contract rest with the Contract Holder, who is entitled to all amounts held under this Contract. The Contract Holder, or authorized designee of the Contract Holder (as allowed by law), may make any choices allowed by this Contract. Any choices made under this Contract must be in writing. Until receipt of such choices in its Home Office, Aetna may rely on any prior choices made. This Contract is not subject to the claims of any creditors of the Annuitant except to the extent permitted by law. (b) Designation of Beneficiary: The beneficiary shall be the Contract Holder. (c) Maintenance Fee: The Maintenance Fee, if any, (see 6.01) will be deducted from the Current Value on the anniversary of the Contract effective date and on surrender of the entire Contract. (d) Sum Payable at Death (Before Annuity Payments Start): Aetna will pay to the Beneficiary the Current Value if: (1) The Annuitant dies before Annuity payments start; and (2) The notice of death is received in good order by Aetna. The sum paid will be the Current Value on the date the notice is received at Aetna's Home Office. The amount paid from the Fixed Account will not be less than the Net Purchase Payment(s) allocated to the Fixed Account for the Annuitant (less any prior transfers (see 3.09) or surrenders). The beneficiary may choose to apply all or any part of the proceeds to an Annuity Option (see Part IV). (e) Surrender Value: After deduction of the Maintenance Fee, if any, Aetna will reduce the amount payable upon surrender of any portion of the Current Value by a Surrender Fee. The Surrender Fee will be in accordance with the Surrender Fee table in 6.02. The Fee on a total surrender of the Contract will not exceed 8.5% of the Purchase Payment(s) made to the Contract. (f) The following sections 5.02, 5.03, 5.04 and 5.05 of the Special Provisions do not apply to this Contract. 23 5.02. Pension or Profit Sharing Plan (a) The preceding section 5.01 of the Special Provisions does not apply to this Contract. (b) Control of Contract: All rights in this Contract rest with the Contract Holder. The Contract Holder owns all amounts held under this Contract. The Contract Holder (or authorized designee,) may make any choices allowed by this Contract. Any choices under this Contract must be in writing. Until receipt of such choices in its Home Office, Aetna may rely on any prior choices made. This Contract is not subject to the claims of any creditors except to the extent permitted by law. (c) Designation of Beneficiary: The Contract Holder shall name the beneficiary. (d) Maintenance Fee: The Maintenance Fee, if any, (see 6.01) will be deducted from the Current Value on each anniversary of the Contract effective date and upon surrender of the entire Contract. (e) Sum Payable at Death (Before Annuity Payments Start): Aetna will pay the Current Value to the beneficiary if: (1) the Annuitant dies before Annuity payments start; and (2) the notice of death is received in good order by Aetna. The sum paid will be the Current Value on the date when the notice is received at Aetna's Home Office. The amount paid from the Fixed Account will not be less than the Net Purchase Payment(s) allocated to the Fixed Account (less any prior transfers (see 3.09) or surrenders). The Contract Holder will determine if any additional amounts are payable to the beneficiary. The beneficiary may choose to apply all or part of the payment to an Annuity Option (see Part IV). If no beneficiary exists, the payment will be made to the estate of the Annuitant. (f) Surrender Value: After deduction of the Maintenance Fee, if any, Aetna will reduce the amount payable upon surrender of any portion of the Current Value by a Surrender Fee. The Surrender Fee will be in accordance with the Surrender Fee table in 6.02. (g) The following Sections 5.03, 5.04 and 5.05 of the Special Provisions do not apply to this Contract. 5.03. Individual Retirement Annuity Plan (IRA) (a) The preceding Sections 5.01 and 5.02 of the Special Provisions do not apply to this Contract. (b) Control of Contract: All rights in this Contract rest with the Contract Holder. The Contract Holder owns all amounts held under this Contract. The Contract Holder may make any choices allowed by this Contract. Any choices under this Contract must be in writing. Until receipt of such choices in its Home Office, Aetna may rely on any prior choices made. The Contract may not be transferred. 24 The Contract may not be assigned except to the Company. (c) Designation of Beneficiary: The Contract Holder shall name the beneficiary. (d) Maintenance Fee: The Maintenance Fee, if any, (see 6.01) will be deducted from the Current Value on each anniversary of the Contract effective date and upon surrender of the entire Contract. (e) Purchase Payments: The total deductible annual Purchase Payments made on behalf of any individual under this Contract cannot exceed $2,000. (f) Sum Payable at Death (Before Annuity Payments Start): Aetna will pay the current value to the beneficiary if: (1) The Annuitant dies before Annuity payments start; and (2) The notice of death is received in good order by Aetna. The sum paid will be the Current Value on the date the notice is received at Aetna's Home Office. The amount paid from the Fixed Account will not be less than the Net Purchase Payment(s) allocated to the Fixed Account (less any prior transfers (see 3.09) or surrenders). The beneficiary, if a spouse, may choose to apply all or any portion of the payment to any Annuity Option. If the beneficiary is not a spouse, all or a portion of the payment may be applied only to Annuity Options 1, 2 or 3, providing the full sum is paid to the beneficiary within 5 years of the death of the Annuitant. (See Part IV) If no beneficiary exists, the payment will be made to the estate of the Annuitant. (g) Annuity Payments: In no event may any payments to the Annuitant or beneficiary under any Annuity Option extend beyond: (1) The life of the Annuitant; or (2) The lives of the Annuitant and spouse; or (3) Any certain period greater than the Annuitant's life expectancy; or (4) Any certain period greater than the life expectancies of the Annuitant and spouse. (h) Surrender Value: After deduction of the Maintenance Fee (if any), the amount paid by Aetna upon the surrender of any portion of the Current Value shall be reduced by a Surrender Fee. The Surrender Fee will be in accordance with the Surrender Fee table in 6.02. The Fee on a total surrender of the Contract will not exceed 8.5% of the actual Purchase Payment(s) made to the Contract. (i) The following Sections 5.04 and 5.05 of the Special Provisions do not apply to this Contract. 25 5.04. Tax Deferred Annuity Plan (a) The preceding Sections 5.01, 5.02 and 5.03 of the Special Provisions do not apply to this Contract. (b) Control of Contract: The Contract Holder shall own all amounts held under this Contract and may make any choices allowed by this Contract. Choices made under this Contract must be in writing. Until receipt of such choices in its Home Office, Aetna may rely on any previous choices made. This Contract shall not be subject to the claims of any creditors. This Contract is non-assignable and non-transferable. (c) Designation of Beneficiary: The Contract Holder shall name the beneficiary. (d) Maintenance Fee: The Maintenance Fee, if any, (see 6.01) will be deducted from the Current Value on each anniversary of the Contract effective date and upon surrender of the entire Contract. (e) Sum Payable at Death (Before Annuity Payments Start): Aetna will pay the Current Value to the beneficiary if: (1) The Contract Holder dies before Annuity payments start; and (2) The notice of death is received in good order by Aetna. The sum paid will be the Current Value on the date the notice is received at Aetna's Home Office. The amount paid from the Fixed Account will not be less than the Net Purchase Payment(s) allocated to the Fixed Account (less any prior transfers (see 3.09) or surrenders). The beneficiary may choose to apply all or any portion of the payment to an Annuity Option (see Part IV). If no beneficiary exists, the payment will be made to the estate of the Contract Holder. (f) Surrender Value: After deduction of the Maintenance Fee (if any), Aetna will reduce the amount payable upon surrender of any portion of the Current Value by a Surrender Fee. The Surrender Fee will be in accordance with the Surrender Fee table in 6.02. The Fee on a total surrender of the Contract will not exceed 8.5% of the actual Purchase Payment(s) made to the Contract. (g) The following Section 5.05 of the Special Provisions does not apply to this Contract. 5.05. Individual Annuity Plan (a) The preceding Sections 5.01, 5.02, 5.03 and 5.04 of the Special Provisions do not apply to this Contract. (b) Control of Contract: All rights in this Contract rest with the Contract Holder. The Contract Holder owns all amounts held under this Contract. The Contract Holder may make any choices allowed by this Contract. Choices made under this Contract must be in writing. Until receipt of such choices at its Home Office, Aetna may rely on any previous choices made. 26 (c) Designation of Beneficiary: The Contract Holder shall name the beneficiary. (d) Maintenance Fee: The Maintenance Fee, if any, (see 6.01) will be deducted from the Current Value on the anniversary of the Contract effective date and on surrender of the entire Contract. (e) Sum Payable at Death (Before Annuity Payments Start): Aetna will pay the Current Value to the beneficiary if: (1) The Contract Holder dies before Annuity payments start; and (2) The notice of death is received in good order by Aetna. The sum paid will be the Current Value on the date the notice is received at Aetna's Home Office. The amount paid from the Fixed Account will not be less than the Net Purchase Payment(s) allocated to the Fixed Account (less any prior transfers (see 3.09) or surrenders). The beneficiary may choose to apply all or any portion of the payment to an Annuity Option (see Part IV). If no beneficiary exists, the payment will be made to the estate of the Contract Holder. (f) Surrender Value: After deduction of the Maintenance Fee, if any, Aetna will reduce the amount payable upon surrender of any portion of the Current Value by a Surrender Fee. The Surrender Fee will be in accordance with the Surrender Fee table in 6.02. The Fee on a total surrender of the Contract will not exceed 8.5% of the actual Purchase Payment(s) made to the Contract. 27 VI. FEE SCHEDULE PENSION/PROFIT SHARING PLAN 6.01. Maintenance Fee: The Maintenance Fee will be $0. 6.02. Surrender Fee: For each surrender, the Surrender Fee will vary according to the period of time between the effective date of the Contract and the date of surrender. The Surrender Fee will be determined as follows: If Period of Time is Surrender Fee Less than 5 years 5% From 5 to 6 years 4% From 6 to 7 years 3% From 7 to 8 years 2% From 8 to 9 years 1% 9 or more years 0% No Surrender Fee is deducted from any portion of the Current Value which is paid: (a) At the death of the Annuitant before Annuity payments start; or (b) As a premium for an Annuity under this Contract. 6.03. Table of Minimum Values - Fixed Account: The following Table shows minimum Fixed Account values at the end of Contract years. These values assume: (a) The portion of the Purchase Payment was allocated to the Fixed Account at the beginning of the first Contract year; (b) There have been no partial surrenders; and (c) Interest has been added at the guaranteed interest rate (see 3.02). If interest is added at a higher rate at any time, actual values will be more than those shown. 28 TABLE OF MINIMUM FIXED ACCOUNT VALUES PER $1,000 OF NET PURCHASE PAYMENT ALLOCATED TO THE FIXED ACCOUNT
Minimum Minimum End of Minimum Current Surrender End of Minimum Current Surrender Year Value Value Year Value Value ------ --------------- --------- ------ --------------- --------- 1 $1,040 $ 988 16 $1,872 $1,872 2 1,082 1,028 17 1,947 1,947 3 1,125 1,069 18 2,025 2,025 4 1,170 1,111 19 2,106 2,106 5 1,217 1,156 20 2,191 2,191 6 1,265 1,215 7 1,316 1,276 25 2,665 2,665 8 1,369 1,341 30 3,243 3,243 9 1,423 1,409 10 1,480 1,480 35 3,946 3,946 11 1,539 1,539 12 1,601 1,601 40 4,801 4,801 13 1,665 1,665 45 5,841 5,841 14 1,731 1,731 15 1,800 1,800 50 7,106 7,106
29 VI. FEE SCHEDULE DEFERRED COMPENSATION PLAN 6.01. Maintenance Fee: The Maintenance Fee will be $0. 6.02. Surrender Fee: For each surrender, the Surrender Fee will vary according to the period of time between the effective date of the Contract and the date of surrender. The Surrender Fee will be determined as follows: If Period of Time is Surrender Fee Less than 5 years 5% From 5 to 6 years 4% From 6 to 7 years 3% From 7 to 8 years 2% From 8 to 9 years 1% 9 or more years 0% No Surrender Fee is deducted from any portion of the Current Value which is paid: (a) At the death of the Annuitant before Annuity payments start; or (b) As a premium for an Annuity under this Contract. 6.03. Table of Minimum Values - Fixed Account: The following Table shows minimum Fixed Account values at the end of Contract years. These values assume: (a) The portion of the Purchase Payment was allocated to the Fixed Account at the beginning of the first Contract year; (b) There have been no partial surrenders; and (c) Interest has been added at the guaranteed interest rate (see 3.02). If interest is added at a higher rate at any time, actual values will be more than those shown. 30 TABLE OF MINIMUM FIXED ACCOUNT VALUES PER $1,000 OF NET PURCHASE PAYMENT ALLOCATED TO THE FIXED ACCOUNT
Minimum Minimum End of Minimum Current Surrender End of Minimum Current Surrender Year Value Value Year Value Value ------ --------------- --------- ------ --------------- --------- 1 $1,040 $ 988 16 $1,872 $1,872 2 1,082 1,028 17 1,947 1,947 3 1,125 1,069 18 2,025 2,025 4 1,170 1,111 19 2,106 2,106 5 1,217 1,156 20 2,191 2,191 6 1,265 1,215 7 1,316 1,276 25 2,665 2,665 8 1,369 1,341 30 3,243 3,243 9 1,423 1,409 10 1,480 1,480 35 3,946 3,946 11 1,539 1,539 12 1,601 1,601 40 4,801 4,801 13 1,665 1,665 45 5,841 5,841 14 1,731 1,731 15 1,800 1,800 50 7,106 7,106
31 VI. FEE SCHEDULE PENSION/PROFIT SHARING PLAN 6.01. Maintenance Fee: The Maintenance Fee will be $30. 6.02. Surrender Fee: For each surrender, the Surrender Fee will vary according to the number of Purchase Payment Cycles completed. The number and amount of Purchase Payments to be made in a year is chosen by the Contract Holder. A Purchase Payment Cycle is completed when this number and amount of Purchase Payments have been made. The number of Purchase Payment Cycles completed may not be greater than the number of whole years since the Contract was issued. For each surrender, the Fee will be as follows: Number of Purchase Payment Cycles Completed Surrender Fee Less than 5 5% 5 or more but less than 7 4% 7 or more but less than 9 3% 9 or more 2% No Surrender Fee is deducted from any portion of the Current Value which is paid: (a) At the death of the Annuitant before Annuity payments start; or (b) As a premium for an Annuity under this Contract; or (c) After the Annuitant has reached age 59 1/2 and 9 or more Purchase Payment Cycles have been completed. 6.03. Table of Minimum Values - Fixed Account: The values in the following Table only apply to Annual Purchase Payments of exactly $1,000 credited to the Fixed Account. Values would be different for other Purchase Payment amounts, if Purchase Payments are not made when due, if partial surrenders are made, or if Aetna adds interest at a rate greater than the Guaranteed Interest Rate-Fixed Account (see 3.02). The Surrender Value assumes that a Purchase Payment of exactly $1,000 is credited to the Fixed Account at the Guaranteed Interest Rate at the beginning of each Contract year. The Maintenance Fee and applicable Surrender Fee are deducted. 32 TABLE OF MINIMUM FIXED ACCOUNT VALUES PER $1,000 OF NET PURCHASE PAYMENTS APPLIED TO THE FIXED ACCOUNT
Minimum Minimum End of Minimum Current Surrender End of Minimum Current Surrender Year Value Value Year Value Value ------ --------------- --------- ------ --------------- --------- 1 $1,010 $ 960 16 $22,043 $21,602 2 2,060 1,957 17 23,934 23,456 3 3,153 2,995 18 25,902 25,384 4 4,289 4,074 19 27,948 27,389 5 5,470 5,252 20 30,076 29,474 6 6,699 6,431 7 7,977 7,738 25 42,062 41,221 8 9,306 9,027 30 56,646 55,513 9 10,689 10,475 10 12,126 11,884 35 74,389 72,901 11 13,621 13,349 12 15,176 14,873 40 95,976 94,056 13 16,793 16,457 45 122,240 119,795 14 18,475 18,105 15 20,224 19,819 50 154,194 151,110
33 VI. FEE SCHEDULE TAX DEFERRED ANNUITY PLAN 6.01. Maintenance Fee: The Maintenance Fee will be $0. 6.02. Surrender Fee: For each surrender, the Surrender Fee will vary according to the period of time between the effective date of the Contract and the date of surrender. The Surrender Fee will be determined as follows: If Period of Time is Surrender Fee Less than 5 years 5% From 5 to 6 years 4% From 6 to 7 years 3% From 7 to 8 years 2% From 8 to 9 years 1% 9 or more years 0% No Surrender Fee is deducted from any portion of the Current Value which is paid: (a) At the death of the Contract Holder before Annuity payments start; or (b) As a premium for an Annuity under this Contract. 6.03. Table of Minimum Values - Fixed Account: The following Table shows minimum Fixed Account values at the end of Contract years. These values assume: (a) The portion of the Purchase Payment was allocated to the Fixed Account at the beginning of the first Contract year; (b) There have been no partial surrenders; and (c) Interest has been added at the guaranteed interest rate (see 3.02). If interest is added at a higher rate at any time, actual values will be more than those shown. 34 TABLE OF MINIMUM FIXED ACCOUNT VALUES PER $1,000 OF NET PURCHASE PAYMENT ALLOCATED TO THE FIXED ACCOUNT
Minimum Minimum End of Minimum Current Surrender End of Minimum Current Surrender Year Value Value Year Value Value ------ --------------- --------- ------ --------------- --------- 1 $1,040 $ 988 16 $1,872 $1,872 2 1,082 1,028 17 1,947 1,947 3 1,125 1,069 18 2,025 2,025 4 1,170 1,111 19 2,106 2,106 5 1,217 1,156 20 2,191 2,191 6 1,265 1,215 7 1,316 1,276 25 2,665 2,665 8 1,369 1,341 30 3,243 3,243 9 1,423 1,409 10 1,480 1,480 35 3,946 3,946 11 1,539 1,539 12 1,601 1,601 40 4,801 4,801 13 1,665 1,665 45 5,841 5,841 14 1,731 1,731 15 1,800 1,800 50 7,106 7,106
35 VI. FEE SCHEDULE INDIVIDUAL RETIREMENT ANNUITY PLAN (IRA) 6.01. Maintenance Fee: The Maintenance Fee will be $20. 6.02. Surrender Fee: For each surrender, the Surrender Fee will vary according to the number of Purchase Payment Cycles completed. The number and amount of Purchase Payments to be made in a year is chosen by the Contract Holder. A Purchase Payment Cycle is completed when this number and amount of Purchase Payments have been made. The number of Purchase Payment Cycles completed may not be greater than the number of whole years since the Contract was issued. For each surrender, the Fee will be as follows: Number of Purchase Payment Cycles Completed Surrender Fee Less than 5 5% 5 or more but less than 7 4% 7 or more but less than 9 3% 9 or more 2% No Surrender Fee is deducted from any portion of the Current Value which is paid: (a) At the death of the Annuitant before Annuity payments start; or (b) As a premium for an Annuity under this Contract; or (c) After the Annuitant has reached age 59 1/2 and 9 or more Purchase Payment Cycles have been completed. 6.03. Table of Minimum Values - Fixed Account: The values in the following Table only apply to Annual Purchase Payments of exactly $1,000 credited to the Fixed Account. Values would be different for other Purchase Payment amounts, if Purchase Payments are not made when due, if partial surrenders are made, or if Aetna adds interest at a rate greater than the Guaranteed Interest Rate-Fixed Account (see 3.02). The Surrender Value assumes that a Purchase Payment of exactly $1,000 is credited to the Fixed Account at the Guaranteed Interest Rate at the beginning of each Contract year. The Maintenance Fee and applicable Surrender Fee are deducted. 36 TABLE OF MINIMUM FIXED ACCOUNT VALUES PER $1,000 OF NET PURCHASE PAYMENTS APPLIED TO THE FIXED ACCOUNT
Minimum Minimum End of Minimum Current Surrender End of Minimum Current Surrender Year Value Value Year Value Value ------ --------------- --------- ------ --------------- --------- 1 $1,020 $ 969 16 $22,261 $21,816 2 2,081 1,977 17 24,171 23,688 3 3,184 3,025 18 26,158 25,635 4 4,331 4,115 19 28,224 27,660 5 5,524 5,304 20 30,373 29,766 6 6,765 6,495 7 8,056 7,815 25 42,478 41,629 8 9,398 9,117 30 57,206 56,063 9 10,794 10,579 10 12,246 12,001 35 75,124 73,622 11 13,756 13,481 12 15,326 15,020 40 96,925 94,987 13 16,959 16,620 45 123,448 120,979 14 18,658 18,285 15 20,424 20,016 50 155,719 152,605
37 VI. FEE SCHEDULE TAX DEFERRED ANNUITY PLAN 6.01. Maintenance Fee: The Maintenance Fee will be $20. 6.02. Surrender Fee: For each surrender, the Surrender Fee will vary according to the number of Purchase Payment Cycles completed. The number and amount of Purchase Payments to be made in a year is chosen by the Contract Holder. A Purchase Payment Cycle is completed when this number and amount of Purchase Payments have been made. The number of Purchase Payment Cycles completed may not be greater than the number of whole years since the Contract was issued. For each surrender, the Fee will be as follows: Number of Purchase Payment Cycles Completed Surrender Fee Less than 5 5% 5 or more but less than 7 4% 7 or more but less than 9 3% 9 or more 2% No Surrender Fee is deducted from any portion of the Current Value which is paid: (a) At the death of the Contract Holder before Annuity payments start; or (b) As a premium for an Annuity under this Contract; or (c) After the Contract Holder has reached age 59 1/2 and 9 or more Purchase Payment Cycles have been completed. 6.03. Table of Minimum Values - Fixed Account: The values in the following Table only apply to Annual Purchase Payments of exactly $1,000 credited to the Fixed Account. Values would be different for other Purchase Payment amounts, if Purchase Payments are not made when due, if partial surrenders are made, or if Aetna adds interest at a rate greater than the Guaranteed Interest Rate-Fixed Account (see 3.02). The Surrender Value assumes that a Purchase Payment of exactly $1,000 is credited to the Fixed Account at the Guaranteed Interest Rate at the beginning of each Contract year. The Maintenance Fee and applicable Surrender Fee are deducted. 38 TABLE OF MINIMUM FIXED ACCOUNT VALUES PER $1,000 OF NET PURCHASE PAYMENTS APPLIED TO THE FIXED ACCOUNT
Minimum Minimum End of Minimum Current Surrender End of Minimum Current Surrender Year Value Value Year Value Value ------ --------------- --------- ------ --------------- --------- 1 $1,020 $969 16 $22,261 $21,816 2 2,081 1,977 17 24,171 23,688 3 3,184 3,025 18 26,158 25,635 4 4,331 4,115 19 28,224 27,660 5 5,524 5,304 20 30,373 29,766 6 6,765 6,495 7 8,056 7,815 25 42,478 41,629 8 9,398 9,117 30 57,206 56,063 9 10,794 10,579 10 12,246 12,001 35 75,124 73,622 11 13,756 13,481 12 15,326 15,020 40 96,925 94,987 13 16,959 16,620 45 123,448 120,979 14 18,658 18,285 15 20,424 20,016 50 155,719 152,605
39 VI. FEE SCHEDULE INDIVIDUAL RETIREMENT ANNUITY PLAN (IRA) 6.01. Maintenance Fee: The Maintenance Fee will be $0. 6.02. Surrender Fee: For each surrender, the Surrender Fee will vary according to the period of time between the effective date of the Contract and the date of surrender. The Surrender Fee will be determined as follows: If Period of Time is Surrender Fee Less than 5 years 5% From 5 to 6 years 4% From 6 to 7 years 3% From 7 to 8 years 2% From 8 to 9 years 1% 9 or more years 0% No Surrender Fee is deducted from any portion of the Current Value which is paid: (a) At the death of the Annuitant before Annuity payments start; or (b) As a premium for an Annuity under this Contract. 6.03. Table of Minimum Values - Fixed Account: The following Table shows minimum Fixed Account values at the end of Contract years. These values assume: (a) The portion of the Purchase Payment was allocated to the Fixed Account at the beginning of the first Contract year; (b) There have been no partial surrenders; and (c) Interest has been added at the guaranteed interest rate (see 3.02). If interest is added at a higher rate at any time, actual values will be more than those shown. 40 TABLE OF MINIMUM FIXED ACCOUNT VALUES PER $1,000 OF NET PURCHASE PAYMENT ALLOCATED TO THE FIXED ACCOUNT
Minimum Minimum End of Minimum Current Surrender End of Minimum Current Surrender Year Value Value Year Value Value ------ --------------- --------- ------ --------------- --------- 1 $1,040 $ 988 16 $1,872 $1,872 2 1,082 1,028 17 1,947 1,947 3 1,125 1,069 18 2,025 2,025 4 1,170 1,111 19 2,106 2,106 5 1,217 1,156 20 2,191 2,191 6 1,265 1,215 7 1,316 1,276 25 2,665 2,665 8 1,369 1,341 30 3,243 3,243 9 1,423 1,409 10 1,480 1,480 35 3,946 3,946 11 1,539 1,539 12 1,601 1,601 40 4,801 4,801 13 1,665 1,665 45 5,841 5,841 14 1,731 1,731 15 1,800 1,800 50 7,106 7,106
41 VI. FEE SCHEDULE INDIVIDUAL ANNUITY PLAN 6.01. Maintenance Fee: The Maintenance Fee will be $0. 6.02. Surrender Fee: For each surrender, the Surrender Fee will vary according to the period of time between the effective date of the Contract and the date of surrender. The Surrender Fee will be determined as follows: If Period of Time is Surrender Fee Less than 5 years 5% From 5 to 6 years 4% From 6 to 7 years 3% From 7 to 8 years 2% From 8 to 9 years 1% 9 or more years 0% No Surrender Fee is deducted from any portion of the Current Value which is paid: (a) At the death of the Contract Holder before Annuity payments start; or (b) As a premium for an Annuity under this Contract. 6.03. Table of Minimum Values - Fixed Account: The following Table shows minimum Fixed Account values at the end of Contract years. These values assume: (a) The portion of the Purchase Payment was allocated to the Fixed Account at the beginning of the first Contract year; (b) There have been no partial surrenders; and (c) Interest has been added at the guaranteed interest rate (see 3.02). If interest is added at a higher rate at any time, actual values will be more than those shown. 42 TABLE OF MINIMUM FIXED ACCOUNT VALUES PER $1,000 OF NET PURCHASE PAYMENT ALLOCATED TO THE FIXED ACCOUNT
Minimum Minimum End of Minimum Current Surrender End of Minimum Current Surrender Year Value Value Year Value Value ------ --------------- --------- ------ --------------- --------- 1 $1,040 $ 988 16 $1,872 $1,872 2 1,082 1,028 17 1,947 1,947 3 1,125 1,069 18 2,025 2,025 4 1,170 1,111 19 2,106 2,106 5 1,217 1,156 20 2,191 2,191 6 1,265 1,215 7 1,316 1,276 25 2,665 2,665 8 1,369 1,341 30 3,243 3,243 9 1,423 1,409 10 1,480 1,480 35 3,946 3,946 11 1,539 1,539 12 1,601 1,601 40 4,801 4,801 13 1,665 1,665 45 5,841 5,841 14 1,731 1,731 15 1,800 1,800 50 7,106 7,106
43 AETNA LIFE INSURANCE AND ANNUITY COMPANY Home Office: 151 FARMINGTON AVE. HARTFORD, CONNECTICUT 06156 (203) 273-2131 INDIVIDUAL VARIABLE, FIXED, OR COMBINATION CONTRACT NON-PARTICIPATING ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT I-CDA-HD (NU) PRINTED IN U.S.A. Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed to include the following provision: Any Payments to a beneficiary named pursuant to Section 72(s) of the Internal Revenue Code of 1954, as amended, will be made in accordance with Section 72(s) and any associated regulations. Endorsed and made a part of this Contract on the later of January 19, 1985 or the effective date of this Contract. /s/ William O. Bailey President Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed to add the following provision to the end of the section on page 26 titled Surrender Fee: On the tenth anniversary of the Effective Date of this Contract, the Surrender Fee shall reduce to 0%. Endorsed and made a part of this Contract effective September 1, 1984. /s/ William O. Bailey President Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed to delete Section 3.13 Payment of Surrender Value and replace it with the following: 3.13. Payment of Surrender Value: Under certain emergency conditions, Aetna may defer payment: (a) For a period of up to 6 months (unless not allowed by state law); or (b) As provided by federal law. In addition, Aetna may pay any Fixed Account surrender requested from the Contract, Plan Account, or from any one or more Individual Accounts, with interest, in equal payments over a period not to exceed 60 months, when: (a) The Fixed Account value for such Contract, Plan Account or for the total of the Individual Account(s) under the Contract exceeds $250,000 on the day prior to the current surrender; and (b) The sum of the current Fixed Account surrender and the total of all Fixed Account surrenders from the Contract, Plan Account, or any Individual Account within the past 12 calendar months exceeds 20% of the amount in the Fixed Account on the day prior to the current surrender. Interest, as used above will not be more than two percentage points below any rate determined prospectively by the Board of Directors for this class of Contract. In no event, will the interest rate be less than 4%. Endorsed and made a part of this Contract on January 1, 1988 or the effective date of the Contract whichever is later. /s/ Dean E. Wolcott President Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed to restate and amend the following: Section 3.01. Net Purchase Payment(s) - Delete the last paragraph and replace it with the following: During any calendar year, Aetna may be told to change the investment mix twelve times. Should Aetna allow additional changes, each may be subject to a fee of up to $10. Section 3.08. Transfer of Current Value from the Funds - Delete the last paragraph and replace it with the following: Twelve transfers of Current Value can be made during a calendar year period. Should Aetna allow additional transfers, each may be subject to a fee of up to $10. Endorsed and made a part of this Contract effective May 1, 1989. /s/ John J. Martin President Aetna Life Insurance and Annuity Company Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed to add the following new provisions to the end of Section 6.02 entitled Surrender Fee as follows: No Surrender Fee is deducted from any portion of the Current Value which is paid: (d) When the Current Value is $2,500 or less and no surrenders have been taken from the Contract within the prior 12 months. If there is more than one Contract, then this provision will only apply when the total in all of the Contracts is $2,500 or less. Endorsed and made a part of this Contract. /s/ Edmund F. Kelly President Aetna Life Insurance and Annuity Company Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed as follows: The definition of Separate Account under the Definition of Certain Terms or General Definitions section of the contract is hereby amended to read as follows: Separate Account: An account which buys and holds shares of the Fund(s). Income, gains or losses, realized or unrealized are credited or charged to this account without regard to other income, gains or losses of Aetna. Aetna owns the assets held in a separate account and is not a trustee as to such amounts. These accounts generally are not guaranteed and are held at market value. The assets of such accounts, to the extent of reserves and other contract liabilities of the account, shall not be charged with other Aetna liabilities. Endorsed and made a part of the Contract. /s/ Edmund F. Kelly President Aetna Life Insurance and Annuity Aetna Life Insurance and Annuity Company ENDORSEMENT The Contract and the Certificate, (as applicable), is hereby endorsed. The term Valuation Period under General Definitions is amended to read as follows: 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 day, or such other day that one or more of the Funds determines its net asset value. Endorsed and made a part of the Contract and the Certificate, (as applicable). /s/ G. G. Benanav President Aetna Life Insurance and Annuity Company EIMSF-HI Aetna Life Insurance and Annuity ENDORSEMENT This Contract is hereby endorsed to add the following new provision to INDIVIDUAL ANNUITY PLAN, Section 6.02, Surrender Fee: (c) In an amount equal to or less than 10% of the current Contract Cash Value, as part of the first partial surrender request in a calendar year. The Contract Cash Value is calculated as of the date the partial surrender request is received in good order at Aetna's Home Office. This provision does not apply to full surrender requests. Endorsed and made a part of this Contract effective September 1, 1989. /s/ John J. Martin President Aetna Life Insurance and Annuity Company Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed to add the following new provisions to the end of Section 6.02 entitled Surrender Fee as follows: No Surrender Fee is deducted from any portion of the Current Value which is paid: (c) When the Current Value is $2,500 or less and no surrenders have been taken from the Contract within the prior 12 months. If there is more than one Contract, then this provision will only apply when the total in all of the Contracts is $2,500 or less. Endorsed and made a part of this Contract. /s/ Edmund F. Kelly President Aetna Life Insurance and Annuity Company Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is endorsed to allow for the election of a loan subject to the following conditions: Add to the PURCHASE PAYMENT, CURRENT VALUE AND SURRENDER PROVISIONS the following provision: 3.15. Loan Value - During the accumulation period, a Contract Holder may request a loan from his or her Current Value by submitting a loan request form to Aetna's Home Office. For Tax Deferred Annuity Contracts governed by The Employee Retirement Income Security Act Title I, the loan request form must be accompanied by the appropriate waiver and spousal consent form. A loan may not be requested within 12 months from the date of any prior loan. The following conditions must also be met: (1) The minimum Current Value must be $5,000. The loan amount must be at least $3,500. The loan amount may not exceed the lesser of: (a) 50% of the vested Current Value reduced by the outstanding loan balance on the date on which the loan is made; or (b) $50,000 reduced by the highest outstanding balance of loans within the preceding 12 months ending on the day before the loan is made. However, if the Current Value is between $5,000 and $20,000, the loan amount is the lesser of (c) 75% of the vested Current Value reduced by the outstanding loan balance on the date on which the loan is made, or (d) $10,000 reduced by the outstanding loan balance on the date on which the loan is made. Loans can be made from those account values held in the Fund(s) and the Fixed Account. Loans may not be made against amounts held in GET Fund although such values are included in the determination of Current Value. If a Contract Holder intends to request a loan against any portion of GET Fund, that portion must be transferred to any of the other Funds or to the Fixed Account. Amounts transferred from GET Fund prior to the Maturity Date will be at the then applicable GET Fund Unit Value. Aetna reserves the right to restrict or limit the amount that may be borrowed from any investment option at any time. However, the full value of all investment options is included in the determination of Current Value. When a loan is made, the number of accumulation units equal to the loan amount will be withdrawn from the Current Value. Accumulation units taken from the Current Value to provide a loan do not participate in the investment experience of the related investment options. Unless instructed otherwise, the amount withdrawn will be allocated on a pro rata basis among the Fixed Account and the Fund(s). (2) Loan interest payable to Aetna will accrue on a daily basis at the rate of 3% annually. (3) Principal and interest on loans will be amortized over a 5 year term. However, principal and interest on loans taken for the acquisition of a Contract Holder's principal residence may be amortized over a period of 1 to 20 whole years, as elected by the Contract Holder. The projected final repayment must be no later than the end of the calendar year in which the Contract Holder attains age 70. (4) Repayment of principal and interest is required at 3 month intervals. A bill in the amount of the quarterly repayment due will be mailed to the Contract Holder in advance of the payment due date. The repayment due date will be the first business day of the month in which the 7th calendar day after the loan effective date falls. The loan effective date will be the date Aetna receives the loan request form in good order. Payment will be due before the end of the month in which the due date falls. (5) Unless otherwise specified, the repayments of principal will be allocated among the same Contract investment options and in the same proportion as when the loan was initially made. The Contract Holder may specify the allocation of the principal repayments among the current investment options including the current GA Account Deposit Period. (6) If a billed quarterly installment of principal and interest is not paid by the last day of the month in which it is due, a partial surrender equal to the quarterly amount of principal and interest due, and deferred sales charge, if applicable, will be made from the Contract. A partial surrender equal to any remaining loan balance and interest due, and a deferred sales charge, if applicable, will be made from the Contract if, with a twelve-month period, a second billed quarterly installment of principal and interest is not paid. (7) If a partial surrender is taken from a Contract Holder's Current Value due to nonpayment of a billed quarterly installment, the date of the surrender will be the first business day following the last day of the month in which the repayment was due. (8) If a repayment is received in excess of a billed amount, the excess will be applied towards the principal portion of the outstanding loan. Payments received which are less than the billed amount will be returned to the Contract Holder. (9) Prepayment of the entire loan will be allowed. At the time of prepayment, Aetna will bill the Contract Holder for any accrued interest. Aetna will consider the loan paid when this accrued interest is paid. (10) If a Contract is surrendered with an outstanding loan balance, accrued interest and any applicable deferred sales charge will be deducted from the surrender amount. If a Contract with an outstanding loan balance is surrendered due to the Contract Holder's death or the election of an Annuity Option, accrued interest will be deducted from the surrender amount. (11) If the Contract Holder's Current Value falls below an amount equal to 25% of the total loans outstanding, repayment of all outstanding loans may be required. Add to the end of Section 5.04(b) entitled Control of Contract the following sentence. 2 In the event a loan against this Contract is requested, however, a portion of the Current Value necessary to cover the loan amount plus interest must be assigned to Aetna. Add to Section 5.04(e) entitled Sum Payable at Death (Before Annuity Payments Start), the following: The Current Value payable under the terms of this section will be reduced by the amount of the accrued but not yet paid interest on any outstanding loan. Add to Section 5.04(h) entitled Surrender Value, the following: The amount payable by Aetna upon the total surrender of a Contract with a loan(s) outstanding shall be reduced by accrued interest and if applicable, a Surrender Fee on the loan amount. Endorsed and made a part of this Contract on January 1, 1987 or the effective date of the Contract whichever is later. /s/ Dean E. Wolcott President 3 Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed to add the following new provisions to the end of Section 6.02 entitled Surrender Fee as follows: No Surrender Fee is deducted from any portion of the Current Value which is paid: (c) When the Current Value is $2,500 or less and no surrenders have been taken from the Contract within the prior 12 months. If there is more than one Contract, then this provision will only apply when the total in all of the Contracts is $2,500 or less; or (d) In an amount equal to or less than 10% if the Current Value, as part of the first partial surrender request in a calendar year to a Contract Holder who is at least age 59-1/2 and less than 70-1/2. The Current Value is calculated as of the date the partial surrender request is received in good order at Aetna's Home Office. Any outstanding loans from the Contract are excluded when calculating the Current Value. This provision does not apply to partial surrenders due to loan defaults made from the Contract and does not apply to full surrender requests. Endorsed and made a part of this Contract. /s/ Edmund F. Kelly President Aetna Life Insurance and Annuity Company Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed as follows: Add the following paragraph to subsection (a) of the Contract's Loan provision (added via separate Loan Endorsement) as follows: If a Contract Holder is married, his or her spouse must consent in writing to a loan request. This consent must be given within the 90 day period before the loan is to be made. The current provision under Section 5.04(b) entitled Control of Contract is deleted and replaced by the following: This is a Contract between the Contract Holder and Aetna only to satisfy the "purchase" requirements of Section 403(b)(1) of the Internal Revenue Code of 1986. The Contract Holder has no right, title or interest in the amounts held under the Contract either by reason of remitting Purchase Payment(s) or applying for this Contract. The Contract Holder shall notify Aetna in writing of the applicability of Title I of the Employee Retirement Income Security Act of 1974 as amended by subsequent law including the Retirement Equity Act of 1984 (Act) to the Plan. Aetna shall rely on the Contract Holder's determination and representation of applicability. Each Contract Holder shall own all amounts held in his or her Individual Account. Each Contract Holder may make any choices allowed by this Contract for his or her Individual Account. Choices made under this Contract must be in writing. Until receipt of such choices in its Home Office, Aetna may rely on any previous choices made. This Contract and any Individual Accounts shall not be subject to the claims of any creditors. This Contract and any Individual Accounts are nonassignable, except to Aetna in the amount of any outstanding loan plus interest or pursuant to a "qualified domestic relations order" as set forth under the Act, and nontransferable. Section 5.04(c) is deleted and replaced as follows: Each Contract Holder shall name a beneficiary. However, if the Contract Holder is married on the date of death, and the named beneficiary is other than the current spouse, Aetna shall disregard the named beneficiary if upon the Contract Holder's death: (1) The Contract Holder had not reached age 35; or (2) The Contract Holder had reached age 35, and the appropriate preretirement survivor benefit waiver and spousal consent form have not been submitted to Aetna. Any existing or future beneficiary designations not in conformance with this provision or null and void. 1 Section 5.04(e) entitled Sum Payable at Death is deleted and replaced as follows: The Current Value payable under the terms of this section will be reduced by the amount of the accrued interest on any outstanding loan. Aetna will pay the Current Value to the beneficiary when: (1) The Contract Holder dies before Annuity payments start; and (2) The notice of death is received in good order by Aetna. The sum payable will be the Current Value on the date when the notice is received in good order at Aetna's Home Office. The beneficiary may choose to apply any sum under an Annuity Option (see Annuity Provisions), subject to any other terms and conditions of this Contract, or to receive a lump sum payment. If the beneficiary is the surviving spouse, the first Annuity payment or the lump sum payment may be deferred to a date not later than when the Contract Holder would have attained age 70-1/2 or such later date as may be allowed under Federal law or regulations. If the beneficiary is not the surviving spouse, all of the Current Value must either be applied to an Annuity Option within one year of the Contract Holder's death or be paid to the beneficiary within 5 years of Contract Holder's death (see Part IV). In no event may payments to any beneficiary under an Annuity Option extend beyond the life of the beneficiary or any period certain greater than the beneficiary's life expectancy. If no beneficiary exists, the payment will be made to the estate of the Contract Holder. Add the following provision to Section 5.04(f) entitled -Surrender Value: Surrender Restrictions: Limitations apply to full and partial surrenders of the Restricted Amount from this Contract, as required by Code Section 403(b)(11). The Restricted Amount is the sum of: (a) Net Purchase Payments attributable to Contract Holder salary reduction contributions made on and after January 1, 1989; plus (b) The net increase, if any, in the Current Value of the Contract Holder's Individual Account after December 31, 1988 attributable to investment gains and losses and credited interest. The Restricted Amount may be fully or partially surrendered only if one or more of the following conditions are met: (a) The Contract Holder has reached age 59-1/2; (b) The Contract Holder has separated from service; (c) The Contract Holder has died; (d) The Contract Holder has become disabled, within the meaning of Code Section 72(m)(7); or (e) The withdrawal is otherwise allowed by federal law, regulations or rulings. 2 A full or partial surrender is also allowed if the Contract Holder incurs a "hardship" as that term is defined in the Code or regulations under 403(b). However, the amount available for hardship is limited to the lesser of the amount necessary to satisfy the need, or the Net Purchase Payments attributable to Contract Holder salary reduction contributions made on and after January 1, 1989. Aetna may require that the Contract Holder certify and/or provide satisfactory proof that one of these conditions has been met before a surrender request will be considered to be in good order. The Contract Holder or beneficiary must notify Aetna in writing when a lump sum payment is to be made or Annuity payments are to commence. Section 5.04(g) is renumbered as Section 5.04(j). Add the following as the new Section 5.04(g): Limitation on Contributions: The Purchase Payment(s) made to a Contract Holder's Individual Account in any year cannot exceed the lesser of the amount determined under the exclusion allowance of Code Section 403(b)(2) or the annual additions limitation of Code Section 415(c)(1). In addition, in no event may the Purchase Payment(s) attributable to elective deferrals as defined in Code Section 402(g) exceed $9,500 (or, such larger amount as adjusted by the Secretary of the Treasury) during any calendar year, unless the alternate limitation of Code Section 402(g)(8) applies. Add the following provision as Section 5.04(h) as follows: Timing of Distributions: The distribution of benefits accrued after December 31, 1986, must be made in a lump sum or must begin not later than the April 1 of the calendar year following the calendar year in which the Contract Holder attains age 70-1/2. However, for a Contract Holder who attained age 70-1/2 before January 1, 1988, the distribution of such benefits must be made or must begin not later than the April 1 of the calendar year following the calendar year in which the Contract Holder retires. The above does not apply if the Contract Holder is employed by a governmental entity or a church. For Contract Holders of such an employer, the distribution of benefits accrued after December 31, 1986, must be made or must begin not later than the April 1 of the calendar year following the calendar year in which the Contract Holder attains age 70-1/2 or retires, whichever occurs later. The required distribution described in either of the above rules must be made over the life of the Contract Holder (or the joint lives of the Contract Holder and beneficiary) or over a period not exceeding the life expectancy of the Contract Holder (or the joint life expectancies of the Contract Holder and the beneficiary). If the Contract Holder does not request commencement of benefits as described above, Aetna will not be responsible for compliance with the Code 401(a)(9) minimum distribution requirements and for any adverse tax consequences that may result. 3 Endorsed and made a part of the Contract effective on October 15, 1990 or the effective date of the Contract whichever is later. /s/ John J. Martin President Aetna Life Insurance and Annuity Company 4 Aetna Life Insurance and Annuity Company ENDORSEMENT Add the following provision as Section 5.04(i) Distribution Options as follows: The following distribution options may be elected by the Participant. (a) Estate Conservation Option (ECO): A distribution option under which a portion of the Individual Account Current Value will automatically be surrendered and distributed each year. (1) An ECO payment will be determined in the following manner: a. Payments will commence no earlier than the year in which the Participant attains age 70 1/2, and will be calculated on the full Current Value of the Individual Account, except as provided in b. b. If Aetna maintains separate records of the value of the account as of December 31, 1986, (see below), payments made on or after the year in which the Participant attains age 75 will only be calculated on amounts contributed after December 31, 1986, plus all interest credited after that date. The method under this rule is only used upon election of the Participant and will no longer be effective if the Participant submits a withdrawal request in addition to a scheduled ECO payment from the Individual Account, at which time ECO payments will then be determined under a. Aetna will maintain separate records if the Participant has not requested any withdrawals from his or her Individual Account since December 31, 1986. If a Participant attained age 70 1/2 prior to 1988 or is a Participant in a governmental or church Tax Deferred Annuity (TDA) plan, the Participant must be retired in order to qualify under b. (2) Amount of Distribution: Each year that ECO is in effect, Aetna will calculate and distribute an amount equal to the minimum required distribution under the Code. The annual distribution will be determined by dividing the Individual Account Current Value, including any current loan(s) outstanding, as of December 31 of the year prior to the year for which the payment is to be made, by a life expectancy factor. As elected by the Participant, the factor is either the single life or joint life expectancy based on tables in Section 401(a)(9) of the Code or related regulations. If joint life expectancy is elected and the Participant or spouse dies, payments will be calculated based on the survivor's life expectancy. These calculations may be changed as necessary to comply with the Code minimum distribution rules. The joint life expectancy factor can only be elected based on the joint life expectancy of the Participant and his or her spouse, and such spouse must be named as the beneficiary of any death benefits under the Contract while ECO is in effect. 1 (3) Minimum Current Value: At its discretion, Aetna may require a minimum initial Current Value for election of this option. If after election of this option the Current Value is insufficient to make a scheduled ECO payment, Aetna will distribute the entire balance of the Individual Account. (4) Date of Distribution: The Participant shall specify the initial distribution date. The earliest date is the first day of the calendar year in which the Participant attains age 70 1/2. Subsequent distributions will be made annually on June 15 or such other date Aetna may designate or allow. (5) Elections and Revocation: ECO may be elected by the Participant by submitting a completed and signed election form to Aetna's Home Office. If the Contract Holder has notified Aetna that the TDA Plan is subject to Title I of the Employee Retirement Income Security Act of 1974 as amended, the Participant must also submit the appropriate joint and survivor annuity waiver and spousal consent form(s) to Aetna at its Home Office. Once elected, this option may be revoked by the Participant by submitting a written request to Aetna at its Home Office. Any revocation will apply only to amounts not yet paid. ECO may be elected only once. (6) Reservation of Rights: Aetna reserves the right to change the terms of ECO for future elections and discontinue the availability of this option after proper notification. Aetna also reserves the right to allow payments to be made more frequently than annually. (b) Systematic Withdrawal Option (SWO): A distribution option under which a portion of the Individual Account Current Value will automatically be surrendered and distributed each year. (1) Amount of Distribution: The Participant may elect one of the two payment methods described below. [bullet] Specified Amount: Payments of a designated dollar amount which must be no greater than 10% of the initial Current Value and shall remain constant unless a higher amount is required under Code minimum distribution rules. Each year that the Specified Amount is in effect, Aetna will calculate the minimum required distribution under the Code and distribute this amount if it is larger than the amount elected by the Participant. The life expectancy factor for this purpose will be the Participant's life expectancy at the time of the election of this option, and with each subsequent calendar year the factor will be reduced by one. The minimum required distribution will be determined by dividing the Individual Account Current Value, including any current loan(s) outstanding, as of December 31 of the year prior to the year for which the payment is to be made, by a life expectancy factor. At its discretion, Aetna may require a minimum initial payment amount; or [bullet] Specified Period: Payments which are made over a period of time which must be at least 10 years, unless otherwise required by Code minimum distribution rules. The maximum specified period will be limited by the Code minimum distribution rules. The annual amount paid each year is calculated by dividing the Individual Account 2 Current Value as of December 31 of the prior year, including any outstanding loan(s), by the number of payment years remaining. The life expectancy factor is either the single life or joint life expectancy, as elected by the Participant, based on tables in Section 401(a)(9) of the Code or related regulations. If the joint life expectancy is elected, upon the death of either the Participant or the spouse, the minimum required distribution for the Specified Amount payment method will continue to be calculated in the same manner as described in (b)(1). Payments upon the Participant's death will continue in the manner described above, unless the spouse elects an alternate payment mode. Any mode elected must provide payments to be made at least as rapidly as those made prior to the Participant's death. These calculations may be changed as necessary to comply with the Code minimum distribution rules. The joint life expectancy factor can only be elected based on the joint life expectancy of the Participant and his or her spouse, and such spouse must be named as the beneficiary of any death benefits under the Contract while SWO is in effect. (2) Minimum Initial Current Value: At its discretion, Aetna may require a minimum, initial Current Value for election of this option. If after election of this option the Current Value is insufficient to make a scheduled SWO payment, Aetna will distribute the entire balance of the Individual Account. (3) Date of Distribution: The Participant shall specify the initial distribution date. The earliest date is the first day of the calendar year in which the Participant attains age 70-1/2. SWO payments will be made annually. Subsequent distributions will be made annually on June 15 or such other date Aetna may designate or allow. (5) Elections and Revocation: SWO may be elected by the Participant by submitting a completed and signed election form to Aetna's Home Office. If the Contract Holder has notified Aetna that the TDA Plan is subject to Title I of the Employee Retirement Income Security Act of 1974 as amended, the Participant must also submit the appropriate joint and survivor annuity waiver and spousal consent form(s) to Aetna at its Home Office. Once elected, this option may be revoked by the Participant by submitting a written request to Aetna at its Home Office. Any revocation will apply only to amounts not yet paid. SWO may be elected only once. (6) Reservation of Rights: Aetna reserves the right to change the terms of SWO for future elections and discontinue the availability of this option after proper notification. Aetna also reserves the right to allow payments to be made more frequently than annually. 3 Endorsed and made a part of the Contract effective on October 15, 1990 or the effective date of the Contract whichever is later. /s/ John J. Martin President Aetna Life Insurance and Annuity Company 4 Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed to add the following new provisions to the end of Section 6.02 entitled Surrender Fee as follows: No Surrender Fee is deducted from any portion of the Current Value which is paid: (d) When the Current Value is $2,500 or less and no surrenders have been taken from the Contract within the prior 12 months. If there is more than one Contract, then this provision will only apply when the total in all of the Contracts is $2,500 or less; or (e) In an amount equal to or less than 10% if the Current Value, as part of the first partial surrender request in a calendar year to a Contract Holder who is at least age 59 1/2 and less than 70 1/2. The Current Value is calculated as of the date the partial surrender request is received in good order at Aetna's Home Office. Any outstanding loans from the Contract are excluded when calculating the Current Value. This provision does not apply to partial surrenders due to loan defaults made from the Contract and does it apply to full surrender requests. Endorsed and made a part of this Contract. /s/ Edmund F. Kelly President Aetna Life Insurance and Annuity Company Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed to amend and restate the previous Guaranteed Interest Account (GI Account) endorsement as follows: Add to Section 1. GENERAL DEFINITIONS the following paragraph: Maturity Date: The last day of a GI Account Term. Matured Term Value: The amount payable on a GI Account Term's Maturity Date. Nonunitized Separate Account: An account set up by Aetna under Title 38, Sec. 38-154a, of the Connecticut General Statutes, which is used to hold assets for GI Account Terms greater than three years. The Contract Holder does not participate in the investment gain or loss from the assets held in the GI Account. Section 3.08, - Transfer of Current Value from the Fund(s) is deleted and replaced by the following: Before an Annuity Option is elected, all or any portion of the Current Value may be transferred from any Fund or GI Account: (a) To any other allowable Fund; (b) To the Fixed Account; or (c) To Terms of the GI Account available in the current Deposit Period. Amounts in a specific GI Account Term cannot be transferred to the Deposit Period of another Term within the same Classification except at the Term's maturity (see 3.15(f)). The following amended and restated provision now designated Section 3.15 - Guaranteed Interest Account (GI Account) is described and limited as follows: The GI Account provides a guaranteed effective annual yield for Net Purchase Payments and transfers held in the GI Account for stipulated periods of time (see (a) and (b) below). (a) Deposit Period - A calendar month, a calendar quarter, or any other period of time specified by Aetna during which Net Purchase Payment(s) and transfers are accepted into the GI Account for one or more Guaranteed Terms. (b) Guaranteed Term (Term) - The period of time for which Guaranteed Effective Yields are earned on Net Purchase Payment(s) and on transfers made into a Deposit Period of the GI Account. Terms are offered at Aetna's discretion for various lengths of time ranging up to and including ten years. (c) Guaranteed Term Classifications (Classifications) - The grouping of Terms according to their time to maturity. The following are the Classifications: 1 (1) Short-Term: Terms of up to and including 3 years; or (2) Long-Term: Terms of greater than 3 years and up to and including 10 years. During a Deposit Period, Aetna may make available one or more Terms within a Classification. The Contract Holder has the option to allocate Net Purchase Payment(s) and transfers into any or all of the available Deposit Period Terms. If no specific direction is given, Net Purchase Payment(s) and transfers will go into available Terms on a pro rata basis within the Classification(s) previously chosen by the Contract Holder. (d) Guaranteed Effective Yields (Yields) - The effective annual yield(s) are guaranteed by Aetna for Net Purchase Payment(s) and transfers accepted into a Deposit Period for available Terms in the GI Account Yield(s) will gradually increase to the end of a Term and will never be less than 4%. Representative Yields for 5 year Terms are shown in the Table (see (j) below). The Yields are shown for Net Purchase Payment(s) accepted into Terms of the GI Account during a Deposit Period and held to the end of each subsequent elapsed quarter. Tables for other Yields and Terms will be provided upon request and will be computed on a basis consistent with the representative Yield(s) in the Table (see (j) below). The ending Term Effective Yield is the rate which Aetna will declare prior to each Deposit Period. Aetna will also calculate the interim Yield(s). Aetna will add interest daily for each applicable quarter. (e) Withdrawals from GI Account - Full or partial surrenders may be requested at any time from the GI Account prior to the end of a Term. The amount withdrawn before the Maturity Date of a Term will receive a Yield which is reduced from the ending Term Effective Yield. The reduced Yield will never be less than 4%. Full and partial surrenders are satisfied by withdrawing amounts from each of the Fund(s), the Fixed Account, the GI Account Short-Term Classification and the GI Account Long-Term Classification on a pro rata basis. However, the Contract Holder may specify a particular order in which investment options will be liquidated in order to satisfy a partial surrender request. For purposes of withdrawals, Terms within the GI Account Short-Term and Long-Term Classifications are considered as two separate investment options. Also, amounts will be removed within a GI Account Classification starting with the Term still in effect with the oldest Deposit Period. Any withdrawal which is a surrender will be subject to the Maintenance Fee and Surrender Fee as appropriate. Net Purchase Payment(s) withdrawn from the GI Account under the Sum Payable at Death provision prior to the end of a Term will earn the Yield stated for the Net Purchase Payment(s) remaining in the Classification of the GI Account to the end of the Term. 2 (f) Transfers - Twelve times during each calendar year, any portion of the amounts held in Classifications of the GI Account may be transferred to any other accumulation option(s) available under the Contract. The Transfer of any portion of the GI Account value at the Maturity Date of a Term is not counted for this purpose. Such transfers are subject to the Withdrawal provision (see (e) above). Amounts may be transferred from any of the Fund(s) to Terms available in the GI Account's current Deposit Period. Aetna may allow transfers from the Fixed Account at certain times under the following conditions: (1) 10% of the Current Value in the Fixed Account under the Contract may be transferred to the Fund(s) and/or to GI Account Terms during the then current. Deposit Period without charge. The transfer will be allowed once per calendar year except as provided in (2) below. Fixed Account transfers are not allowed under an Annuity Option. Aetna may, for temporary periods of time allow any larger percentage to be transferred. (2) Any remaining balance in the Fixed Account under the Contract may be transferred by the Contract Holder in its entirety to the Fund(s) and/or Terms available in the GI Account's current Deposit Period if: (a) The Current Value in the Fixed Account under the Contract is $2,000 or less; or (b) The maximum percentage allowed was transferred from the Fixed Account in each of the four consecutive prior calendar years and no additional Net Purchase Payment(s) to the Contract have been allocated to the Fixed Account during the same four consecutive calendar year periods. The Current Value of the Fixed Account, as used above, is the value when the request is received at Aetna's Home Office in good order. Amounts in a specific GI Account Term cannot be transferred to the Deposit Period of another Term within the same Classification except at the Term's maturity (see (g) below). (g) Maturity Date/Reinvestment - For all GI Account Term(s) existing as of the effective date of this endorsement in addition to GI Account Term(s) announced subsequent to that date, the Contract Holder will be mailed a notice at least 18 calendar days before a Term's Maturity Date. This notice will contain the current Deposit Period's Yield(s), Term(s) and a projected Matured Term Value. The Matured Term Value may be surrendered or transferred on the Term's Maturity Date. If no specific direction is given by the Contract Holder prior to the Maturity Date, each Matured Term Value will be reinvested in a Term of the same duration. In the event that a Term of the same duration is unavailable, each Matured Term Value will automatically be reinvested in the next shortest Term available in the same Classification during the then current Deposit Period. If however, only one Term is available within the Classification, then the Matured Term Value will automatically be reinvested in that Term. Within two business days after the Maturity Date, the 3 Contract Holder will be mailed a confirmation statement. This statement will state the Terms and Yields which will apply to the reinvested Matured Term Value. During the calendar month following the Term's Maturity Date, the Contract Holder may notify Aetna's Home office to transfer or surrender all or part of the Matured Term Value plus any interest accrued thereon from the GI Account. This provision only applies to the first such request received from the Contract Holder during this period for any Matured Term Value. The Matured Term Value plus any interest accrued thereon may be transferred upon such request: (1) To any Terms of the GI Account available in the current Deposit Period; or (2) To any other allowable Fund(s). If no such notification is given, the Matured Term Value will remain subject to the terms and conditions of the new Term. All surrender and transfer requests will be processed as of the date they are received in good order at Aetna's Home Office. (h) Current Value - Current Value will also include any amounts in the GI Account, including GI Account interest added by Aetna. (i) Deposits to the GI Account - All amounts in the GI Account under the Short-Term Classification are made to the General Account. All amounts in the GI Account under the Long-Term Classifications are made to a Nonunitized Separate Account. There are no discrete units for this Nonunitized Separate Account. The Contract Holder does not participate in the gain or loss from the assets held in the Nonunitized Separate Account. Such gain or loss is borne entirely by Aetna. These assets may be chargeable with liabilities arising out of any other business of Aetna. For Terms under both the Short-Term and Long-Term Classifications, Aetna guarantees stipulated Yields to be credited to the GI Account. All assets of Aetna including amounts made to the GI Account are available to meet the guarantees under the GI Account. (j) Table of Representative Yields - Five Year Terms: Please note that the following examples are based on hypothetical percentages for the Guaranteed Effective Yield. Actual past effective yields and future effective yields may vary. 4
Guaranteed Effective Guaranteed Effective Guaranteed Effective Guaranteed Effective Yield at end of Yield at end of Yield at end of Yield at end of End of Quarter Quarter Quarter Quarter Quarter - -------------- -------------------- -------------------- -------------------- -------------------- 01 5.7421% 5.9860% 6.2283% 6.4689% 02 5.5103% 5.6493% 5.7872% 5.9241% 03 5.4772% 5.5744% 5.6709% 5.7666% 04 5.5057% 5.5806% 5.6548% 5.7283% 05 5.5610% 5.6219% 5.6822% 5.7420% 06 5.6305% 5.6818% 5.7326% 5.7830% 07 5.7082% 5.7524% 5.7964% 5.8745% 08 5.7912% 5.8302% 5.8689% 6.8182% 09 5.8778% 5.9126% 6.5664% 7.5655% 10 5.9667% 6.1733% 7.1726% 8.1720% 11 6.0574% 6.6750% 7.6745% 8.6740% 12 6.1335% 7.0972% 8.0968% 9.0964% 13 6.4576% 7.4573% 8.4570% 9.4567% 14 6.7684% 7.7682% 8.7680% 9.7677% 15 7.0394% 8.0392% 9.0391% 10.0389% 16 7.2778% 8.2776% 9.2775% 10.2774% 17 7.4891% 8.4890% 9.4889% 10.4888% 18 7.6777% 8.6776% 9.6776% 10.6775% 19 7.8471% 8.8470% 9.8470% 10.8470% 20 8.0000%* 9.0000%* 10.0000%* 11.0000%*
* Ending Term Effective Yield. The GI Account cannot be used as a pay-out option under the ANNUITY PROVISIONS of the Contract. Endorsed and made a part of this Contract on May 1, 1991 or the effective date of the Contract whichever is later. /s/ John J. Martin President Aetna Life Insurance and Annuity Company 5 Aetna Life Insurance and Annuity Company ENDORSEMENT This Contract is hereby endorsed as follows: The Contract section entitled General Definitions is amended to include the following terms: Aetna GET Fund (GET Fund): An open-end registered management investment company organized as a series fund. Each series of GET Fund constitutes a separate Fund under this Contract. Allocation Period: The period of time, usually from one to three months, during which amounts may be allocated to a series of GET Fund, whether by Transfer or by Net Purchase Payment(s). Each series of GET Fund will have a specific Allocation Period. At its discretion, Aetna may allow additional amounts to be allocated to a series of GET Fund during the Guarantee Period. The Guarantee established at the close of the Allocation Period will apply to these amounts. At its discretion, Aetna may specify a minimum amount per Transfer and per Net Purchase Payment amount for each series prior to the beginning of the Allocation Period for that series. Aetna will specify a minimum amount of assets that a series of the GET Fund must contain at the close of the Allocation Period; and reserves the right to terminate a series if it does not meet this minimum standard. If Aetna elects to terminate the GET Fund and not to start the Guarantee Period, Aetna will mail each Contract Holder with amount(s) in the series a notice that the series is being canceled. The cancellation notice will be mailed no later than 15 calendar days after the Allocation Period ends. The Contract Holder will have 45 calendar days from the end of the Allocation Period to Transfer the Current Value of the canceled series of GET Fund to another accumulation option(s). If no Transfer is made prior to the end of the 45 calendar day period, the Current Value in the canceled series of GET Fund will be transferred to Aetna Variable Encore Fund, a money market fund during the next Valuation Period. Aetna will also specify the maximum amount of assets that will be accepted into a series of the GET Fund; and reserves the right to not allow additional allocation to a series if it exceeds this maximum standard. If Aetna elects not to allow additional allocation to the series of GET Fund, Aetna will stop accepting Net Purchase Payments and Transfers into the series 10 calendar days after such election. The Allocation Period will continue until the date the Guarantee Period begins. GET Fund Maturity Date: The date at which the Guaranteed Period for a series will end and the GET Fund Record Units for that series will be liquidated. Another accumulation option must then be elected. If no such election is made by the GET Fund Maturity Date, the portion of the Current Value based on that GET Fund series will be transferred to the Allocation Period for another series of GET Fund. If no GET Fund Series is available, 50% of the Current Value from that GET Fund series will be transferred to Aetna Variable Fund, a growth and income fund. The remaining 50% 1 of the Current Value will be transferred to Aetna Income Shares, a bond fund. The Transfers will be made during the next Valuation Period. Such Transfers will not be counted as one of the free Transfers. The GET Fund Maturity Date will be specified before the Allocation Period for that series begins. Guarantee: Aetna guarantees that on a series' GET Fund Maturity Date, the value of each GET Fund Record Unit then outstanding in that series will not be less than the value of the Record Unit on the last day of the Allocation Period. Aetna will transfer any amount necessary from its general account to the Separate Account in order to bring that Record Unit Value to the guaranteed level. This Guarantee does not apply to GET Fund Record Unit Values withdrawn or transferred before the GET Fund Maturity Date. Guaranteed Period: The length of time to which the Guarantee applies for a series, ending on the GET Fund Maturity Date. This period will be specified before the Allocation Period for a series begins. The Contract section entitled Fund(s) is amended to add the following sentence: Unless specifically indicated otherwise in this Contract, all references to Fund(s) in this Contract shall include each series of GET Fund. The Contract section entitled Net Return Factor(s) - Separate Account is hereby endorsed to add the following as subsection (f): Minus a daily fee at an annual rate of 0.25% during the Guaranteed Period for Aetna's guarantee of GET Fund Record Unit Values. This fee will be determined prior to the start of any series of GET Fund's Allocation Period. The Contract section entitled Transfer of Current Value from the Funds is amended to include the following paragraph at the end of this provision: Withdrawals or Transfers from a GET Fund series before the Maturity Date will be at the then applicable GET Fund Record Unit Value, which may be more or less than the Record Unit Value guaranteed at the GET Fund Maturity Date. The Contract section entitled Reinstatement is amended to include the following paragraph at the end of this provision: Amounts attributable to GET will be reinstated to the Allocation Period of a GET series, if available. If a GET series Allocation Period is unavailable, amounts will be reallocated among other Fund(s), the Fixed Account and the GI Account, (if applicable), on a prorata basis. The Contract section entitled Choice to be Made is amended to include the following paragraph at the end of this provision: Contract values based on any GET Fund series must be transferred to another accumulation option prior to election of an Annuity Option. 2 Endorsed and made a part of this Contract on the effective date of the Contract. /s/ Dan Kearney President Aetna Life Insurance and Annuity Company 3 Aetna Life Insurance and Annuity Company ENDORSEMENT The Contract and the Certificate, (as applicable), is hereby endorsed. The term Valuation Period under General Definitions is amended to read as follows: 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 day, or such other day that one or more of the Funds determines its net asset value. Endorsed and made a part of the Contract and the Certificate, (as applicable). /s/ G. G. Benanav President Aetna Life Insurance and Annuity Company
EX-99.B.4.10 6 CONTRACT ENDORSEMENT Aetna Life Insurance and Annuity Company ENDORSEMENT The Contract and Certificate are hereby endorsed as follows. Add the following to the Section entitled Surrender Fee: No Surrender Fee is deducted from any portion of the Individual Account which is paid as a premium for a Single Premium Immediate Annuity issued by Aetna or one of its affiliates, provided that the "Right to Cancel" under such other annuity contract is not exercised by the Contract Holder. An exercise of the "Right to Cancel" under such other annuity contract shall be treated as a request for Reinstatement under this Contract of the amount refunded, and, at the option of the Participant, may then be withdrawn subject to any surrender fee applicable to this Contract at the time the Account Value was first applied toward such other annuity contract. The following language will replace the "Estate Conservation Option (ECO)" Distribution Option and the "Systematic Withdrawal Option (SWO)" language found in the Contract. Without further amendment of this Contract, Aetna may, from time to time, establish and make available for election by the Contract Holder, one or more Individual Account systematic distribution options (SDO). When an SDO election is in effect as to any Individual Account, automatic withdrawals will be made from the Individual Account. No Surrender Fees apply to such automatic withdrawals made under an SDO. A Market Value Adjustment may apply depending on the terms of the SDO. Any SDO offered by Aetna will be subject to the following criteria: a) Any SDO established by Aetna will be made available among 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. c) Aetna may discontinue the availability of an SDO at any time. Except to the extent required in order to comply with applicable law, any such discontinuance shall not apply to any Individual Accounts and to which an election under such SDO is in effect at the time of such SDO's discontinuance. Add the following paragraph to the Section entitled Annuity Options. Other Options - Aetna may make other options available as allowed by the laws of the state in which this Contract is delivered. Add or replace the following in Annuity Options for deposits made by Participants who become covered under this Contract on or after the effective date of this Endorsement. Option 3 Replace the second paragraph with the following paragraph: The number of years must be at least 5 and not more than 30. Replace the Annuity Tables in the Section entitled "Annuity Options" under Annuity Provisions with the following Tables for deposits made by Participants who become covered under this Contract on or after the effective date of this Endorsement. Page 1 OPTION 3 Payments for a Stated Period of Time 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% - -------------------------------------------------------------------------- Monthly Monthly Years Payment Years Payment - -------------------------------------------------------------------------- - -------------------------------------------------------------------------- 5 17.91 18 5.96 6 15.14 19 5.73 7 13.16 20 5.51 8 11.68 21 5.32 9 10.53 22 5.15 10 9.61 23 4.99 11 8.86 24 4.84 12 8.24 25 4.71 13 7.71 26 4.59 14 7.26 27 4.47 15 6.87 28 4.37 16 6.53 29 4.27 17 6.23 30 4.18 - -------------------------------------------------------------------------- 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% - -------------------------------------------------------------------------- Monthly Monthly Years Payment Years Payment - -------------------------------------------------------------------------- - -------------------------------------------------------------------------- 5 18.12 18 6.20 6 15.35 19 5.97 7 13.38 20 5.75 8 11.90 21 5.56 9 10.75 22 5.39 10 9.83 23 5.24 11 9.09 24 5.09 12 8.46 25 4.96 13 7.94 26 4.84 14 7.49 27 4.73 15 7.10 28 4.63 16 6.76 29 4.53 17 6.47 30 4.45 - -------------------------------------------------------------------------- Page 2 OPTION 3 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% - ------------------------------------------------------------------------- Monthly Monthly Years Payment Years Payment - ------------------------------------------------------------------------- - ------------------------------------------------------------------------- 5 18.74 18 6.94 6 15.99 19 6.71 7 14.02 20 6.51 8 12.56 21 6.33 9 11.42 22 6.17 10 10.51 23 6.02 11 9.77 24 5.88 12 9.16 25 5.76 13 8.64 26 5.65 14 8.20 27 5.54 15 7.82 28 5.45 16 7.49 29 5.36 17 7.20 30 5.28 - ------------------------------------------------------------------------- Page 3 Option 4 Life Income 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% Payments Guaranteed for a Stated Period of Years - ------------------------------------------------------------------------------- Adjusted Age of None 5 10 15 20 Annuitant - ------------------------------------------------------------------------------- 50 $ 4.05 $ 4.05 $ 4.03 $ 3.99 $ 3.93 51 4.12 4.11 4.09 4.05 3.99 52 4.19 4.19 4.16 4.11 4.04 53 4.27 4.26 4.23 4.18 4.10 54 4.35 4.34 4.31 4.25 4.16 55 4.44 4.42 4.39 4.32 4.22 56 4.53 4.51 4.47 4.40 4.29 57 4.62 4.61 4.56 4.48 4.35 58 4.72 4.71 4.65 4.56 4.42 59 4.83 4.81 4.75 4.64 4.49 60 4.95 4.93 4.86 4.73 4.55 61 5.07 5.05 4.97 4.83 4.62 62 5.20 5.17 5.08 4.92 4.69 63 5.34 5.31 5.20 5.02 4.76 64 5.49 5.45 5.33 5.12 4.83 65 5.65 5.61 5.47 5.22 4.89 66 5.82 5.77 5.61 5.33 4.96 67 6.01 5.94 5.75 5.44 5.02 68 6.20 6.13 5.91 5.54 5.08 69 6.41 6.33 6.07 5.65 5.14 70 6.64 6.54 6.23 5.76 5.19 71 6.88 6.76 6.41 5.86 5.24 72 7.14 7.00 6.59 5.97 5.28 73 7.43 7.26 6.77 6.06 5.32 74 7.73 7.53 6.96 6.16 5.35 75 8.06 7.82 7.14 6.25 5.38 - ------------------------------------------------------------------------------- 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. Page 4 OPTION 4 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 Years - ------------------------------------------------------------------------ Adjusted Age of None 5 10 15 20 Annuitant - ------------------------------------------------------------------------ 50 $ 4.34 $ 4.34 $ 4.31 $ 4.27 $ 4.22 51 4.41 4.40 4.38 4.33 4.27 52 4.48 4.47 4.45 4.40 4.32 53 4.56 4.55 4.52 4.46 4.38 54 4.64 4.63 4.59 4.53 4.44 55 4.72 4.71 4.67 4.60 4.50 56 4.81 4.80 4.75 4.67 4.56 57 4.91 4.89 4.84 4.75 4.62 58 5.01 4.99 4.93 4.83 4.69 59 5.12 5.10 5.03 4.92 4.75 60 5.23 5.21 5.13 5.00 4.82 61 5.36 5.33 5.24 5.09 4.88 62 5.49 5.45 5.35 5.19 4.95 63 5.63 5.59 5.47 5.28 5.02 64 5.78 5.73 5.60 5.38 5.08 65 5.94 5.89 5.73 5.48 5.15 66 6.11 6.05 5.87 5.58 5.21 67 6.29 6.22 6.02 5.69 5.27 68 6.49 6.41 6.17 5.79 5.33 69 6.70 6.60 6.33 5.90 5.38 70 6.92 6.81 6.49 6.00 5.43 71 7.17 7.04 6.66 6.10 5.48 72 7.43 7.27 6.84 6.20 5.52 73 7.71 7.53 7.02 6.30 5.55 74 8.02 7.80 7.20 6.39 5.59 75 8.35 8.08 7.38 6.48 5.62 - ------------------------------------------------------------------------ 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. Page 5 OPTION 4 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 Years - ------------------------------------------------------------------------- Adjusted Age of None 5 10 15 20 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. Page 6 OPTION 5 Life Income for Two Annuitants 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%
- ------------------------------------------------------------------------------------------ Adjusted Ages - ---------------------------- Option 4d Annuitant Second Option 4a Option 4b Option 4c 10 Years Option 4e Annuitant Guaranteed - -------------- --------------------------------------------------------------------------- 55 50 $3.69 $4.05 $4.27 $3.69 $4.03 55 55 3.88 4.25 4.47 3.87 4.14 55 60 3.99 4.44 4.71 3.98 4.20 60 55 3.99 4.44 4.71 3.98 4.42 60 60 4.24 4.71 4.99 4.23 4.57 60 65 4.38 4.97 5.32 4.38 4.65 65 60 4.38 4.97 5.32 4.38 4.93 65 65 4.72 5.33 5.70 4.71 5.14 65 70 4.93 5.68 6.15 4.91 5.27 70 65 4.93 5.68 6.15 4.91 5.66 70 70 5.40 6.21 6.70 5.36 5.96 70 75 5.69 6.68 7.32 5.62 6.13 75 70 5.69 6.68 7.32 5.62 6.67 75 75 6.37 7.45 8.15 6.23 7.12 75 80 6.78 8.11 8.99 6.54 7.36 - -------------- ---------------------------------------------------------------------------
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. Page 7 OPTION 5 Life Income for Two Annuitants 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%
- --------------------------------------------------------------------------------------------------------- Adjusted Ages - ------------------------------- Option 4d Annuitant Second Option 4a Option 4b Option 4c 10 Years Option 4e Annuitant Guaranteed - --------------------------------------------------------------------------------------------------------- 55 50 $3.97 $4.35 $4.56 $3.97 $4.31 55 55 4.16 4.54 4.76 4.15 4.42 55 60 4.27 4.73 5.00 4.26 4.48 60 55 4.27 4.73 5.00 4.26 4.70 60 60 4.51 4.99 5.27 4.50 4.84 60 65 4.66 5.25 5.61 4.65 4.93 65 60 4.66 5.25 5.61 4.65 5.22 65 65 4.99 5.61 5.99 4.98 5.42 65 70 5.19 5.97 6.44 5.17 5.54 70 65 5.19 5.97 6.44 5.17 5.93 70 70 5.67 6.49 6.99 5.62 6.23 70 75 5.95 6.96 7.61 5.87 6.40 75 70 5.95 6.96 7.61 5.87 6.95 75 75 6.64 7.73 8.43 6.48 7.40 75 80 7.04 8.39 9.29 6.79 7.64 - ---------------------------------------------------------------------------------------------------------
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. Page 8 OPTION 5 Life Income for Two Annuitants 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%
- -------------------------------------------------------------------------------------------------------- Adjusted Ages - ------------------------------ Option 4d Annuitant Second Option 4a Option 4b Option 4c 10 Years Option 4e Annuitant Guaranteed - -------------------------------------------------------------------------------------------------------- 55 50 $4.88 $5.26 $5.48 $4.88 $5.23 55 55 5.04 5.44 5.66 5.04 5.32 55 60 5.15 5.63 5.91 5.14 5.38 60 55 5.15 5.63 5.91 5.14 5.59 60 60 5.37 5.87 6.16 5.37 5.72 60 65 5.52 6.14 6.51 5.51 5.80 65 60 5.52 6.14 6.51 5.51 6.10 65 65 5.83 6.49 6.87 5.82 6.29 65 70 6.04 6.84 7.34 6.00 6.41 70 65 6.04 6.84 7.34 6.00 6.81 70 70 6.49 7.35 7.87 6.44 7.08 70 75 6.77 7.84 8.51 6.68 7.25 75 70 6.77 7.84 8.51 6.68 7.81 75 75 7.45 8.60 9.33 7.27 8.25 75 80 7.86 9.28 10.20 7.57 8.49 - --------------------------------------------------------------------------------------------------------
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. Endorsed and made a part of this Contract and Certificate on May 1, 1997 or when accepted by the Contract Holder. /s/ Dan Kearney President Aetna Life Insurance and Annuity Company Page 9
EX-99.B.6.2 7 CERTIFICATION OF INCORPORATION CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF AETNA LIFE INSURANCE AND ANNUITY COMPANY 1. The name of the corporation is Aetna Life Insurance and Annuity Company. 2. The Certificate of Incorporation is amended only by the following resolution which was adopted by the Executive Committee of the Board of Directors and by the holder of all the outstanding shares entitled to vote thereon in accordance with Section 33-360(b)(3) of the Connecticut Stock Corporation Act: RESOLVED: That the Certificate of Incorporation of Aetna Life Insurance and Annuity Company is hereby amended by adding a new Section 7 which reads in its entirety as follows: Section 7. The Company's By-Laws may provide for the establishment of an Executive Committee, which committee may, subject to such limitations as the By-Laws from time to time provide, exercise all of the authority of the Board of Directors of the Company. 3. The above resolution was adopted by the Executive Committee of the Board of Directors and by the sole shareholder. 4. The vote of the sole shareholder pursuant to written consent was as follows: Number of Shares Entitled Total Voting Vote Required Voted For to Vote Power of Shares for Adoption Adoption --------------- --------------- ------------- --------- 55,000 55,000 36,667 55,000 Dated at Hartford, Connecticut this 10 day of December, 1996. We hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true. CORPORATE SEAL /s/ Daniel P. Kearney ------------------------------------------ President /s/ Kirk P. Wickman ------------------------------------------ Secretary EX-99.B.8.4 8 PARTICIPATION AGREEMENT PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUND FIDELITY DISTRIBUTORS CORPORATION and AETNA LIFE INSURANCE AND ANNUITY COMPANY THIS AGREEMENT, made and entered into as of the 1st day of February, 1994 by and among AETNA LIFE INSURANCE AND ANNUITY COMPANY, (hereinafter the "Company"), a Connecticut corporation, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the "Account"), and the VARIABLE INSURANCE PRODUCTS FUND, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (hereinafter the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the "Underwriter"), a Massachusetts corporation. WHEREAS, the fund engages in business as an open-end management investment company and is available to act as the investment vehicle for separate accounts established for variable life insurance policies and variable annuity contracts (collectively, the "Variable Insurance Products") to be offered by insurance companies which have entered into participation agreements with the Fund and the Underwriter (hereinafter "Participating Insurance Companies"); and WHEREAS, the beneficial interest in the Fund is divided into several series of shares, each designated a "Portfolio" and representing the interest in a particular managed portfolio of securities and other assets; and WHEREAS, the Fund has obtained an order from the Securities and Exchange Commission, dated October 15, 1985 (File No. 812-6102), granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended, (hereinafter the "1940 Act") and Rules 6e-2(b) (15) and 6e-3(T) (b) (15) thereunder, to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies (hereinafter the "Shared Funding Exemptive Order"); and WHEREAS, the Fund is registered as an open-end management investment company under the 1940 Act and its shares are registered under the Securities Act of 1933, as amended (hereinafter the "1933 Act"); and WHEREAS, Fidelity Management & Research Company (the "Adviser") is duly registered as an investment adviser under the federal Investment Advisers Act of 1940 and any applicable state securities law; and WHEREAS, the Company has registered or will register certain variable life insurance, funding agreements, and variable annuity contracts under the 1933 Act; and WHEREAS, each Account is duly organized, validly existing segregated asset account, established by resolution of the Board of Directors of the Company, on the date shown for such Account on Schedule A hereto, to set aside and invest assets attributable to the aforesaid variable annuity contracts; and WHEREAS, the Company has registered or will register each Account as a unit investment trust under the 1940 Act; and WHEREAS, the Underwriter is registered as a broker dealer with the Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as amended, (hereinafter the "1934 Act"), and is a member in good standing of the National Association of Securities Dealers, Inc. (hereinafter "NASD"); and WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares in the Portfolios on behalf of each Account to fund certain of the aforesaid variable life and variable annuity contracts and the Underwriter is authorized to sell such shares to unit investment trusts such as each Account at net asset value; NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund and the Underwriter agree as follows: ARTICLE I. Sale of Fund Shares ------------------- 1.1 The Underwriter agrees to sell to the Company those shares of the Fund which each Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Fund. For purposes of this Section 1.1, the Company shall be the designee of the Fund for receipt of such orders from each Account and receipt by such designee shall constitute receipt by the Fund; provided that the Fund receives notice of such order by 9:00 a.m. Boston time on the next following Business Day. "Business Day" shall mean any on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the Securities and Exchange Commission. 1.2 The Fund agrees to make its shares available indefinitely for purchase at the applicable net asset value per share by the Company and its Accounts on those days on which the Fund calculates its net asset value pursuant to rules of the Securities and Exchange Commission 2 and the Fund shall use reasonable efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Board acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public. 1.4 The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III, V, VII and Section 2.5 of Article II of this Agreement is in effect to govern such sales. 1.5 The Fund agrees to redeem for cash, on the Company's request, any full or fractional shares of the Fund held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption. For purposes of this Section 1.5, the Company shall be the designee of the Fund for receipt of requests for redemption from each Account and receipt by such designee shall constitute receipt by the Fund; provided that the Fund receives notice of such request for redemption on the next following Business Day. 1.6 The Company agrees to purchase and redeem the shares of each Portfolio offered by the then current prospectus of the Fund and in accordance with the provisions of such prospectus. The Company agrees that all net amounts available under the variable annuity contracts with the form number(s) which are listed on Schedule A attached hereto and incorporated herein by this reference, as such Schedule A may be amended from time to time hereafter by mutual written agreement of all the parties hereto, (the "Contracts") shall be invested in the Fund, in such other Funds advised by the Adviser as may be mutually agreed to in writing by the parties hereto, or in the Company's general account, provided that such amounts may also be invested in an investment company other than the Fund if (a) such other investment company, or series thereof, has investment objectives or policies that are substantially different from the investment objectives and policies of all the Portfolios of the Fund; or (b) the Company gives the Fund and the Underwriter 45 days written notice of its intention to make such other investment company available as a funding vehicle for the Contracts; or (c) such other investment company was available as a funding vehicle for the Contracts prior to the date of this Agreement and the Company so informs the Fund and Underwriter prior to their signing this Agreement (a list of such funds appearing on Schedule C to this Agreement); or (d) the Fund or Underwriter consents to the use of such other investment company. 1.7 The Company shall pay for Fund shares on the next Business Day after an order to purchase Fund shares is made in accordance with the provisions of Section 1.1 hereof. Payment shall be in federal funds transmitted by wire. For purpose of Section 2.10 and 2.11, 3 upon receipt by the Fund of the federal funds so wired, such funds shall cease to be the responsibility of the Company and shall become the responsibility of the Fund. 1.8 Issuance and transfer of the Fund's shares will be by book entry only. Stock certificates will not be issued to the Company or any Account. Shares ordered from the Fund will be recorded in an appropriate title for each Account or the appropriate subaccount of each Account. 1.9 The Fund shall furnish same day notice (by wire or telephone, followed by written confirmation) to the Company of any income, dividends or capital gain distributions payable on the Fund's shares. The Company hereby elects to receive all such income dividends and capital gain distributions as are payable on the Portfolio shares in additional shares of that Portfolio. The Company reserves the right to revoke this election and to receive all such income dividends and capital gain distributions in cash. The Fund shall notify the Company of the number of shares so issued as payment of such dividends and distributions. 1.10 The Fund shall make the net asset value per share for each Portfolio available to the Company on a daily basis as soon as reasonably practical after the net asset value per share is calculated and shall use its best efforts to make such net asset value per share available by 7 p.m. Boston time. ARTICLE II. Representations and Warranties ------------------------------ 2.1 The Company represents and warrants that the Contracts are or will be registered under the 1933 Act or are exempt from registration thereunder; that the Contracts will be issued and sold in compliance in all material respects with all applicable Federal and State laws and that the sale of the Contracts shall comply in all material respects with state insurance suitability requirements. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established each Account prior to any issuance or sale thereof as a segregated asset account under Section 38a-433 of the Connecticut Insurance Code and has registered or, prior to any issuance or sale of the Contracts, will register each Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts. 2.2 The Fund represents and warrants that Fund shares sold pursuant to this Agreement shall be registered under the 1933 Act, duly authorized for issuance and sold in compliance with the laws of the State of Connecticut and all applicable federal and state securities laws and that the Fund is and shall remain registered under the 1940 Act. The Fund shall amend the Registration Statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. The Fund shall register and qualify the shares for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Fund or the Underwriter. 4 2.3 The Fund represents that it is currently qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986, as amended, (the "Code") and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provision) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 2.4 The Company represents that the Contracts are currently treated as endowment or annuity insurance contracts, under applicable provisions of the Code and that it will make every effort to maintain such treatment and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. 2.5 The Fund currently does not intend to make any payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act or otherwise, although it may make such payments in the future. The Fund has adopted a "no fee" or "defensive" Rule 12b-1 Plan under which it makes no payments for distribution expenses. To the extent that it decides to finance distribution expenses pursuant to Rule 12b-1, the Fund undertakes to have a board of trustees, a majority of whom are not interested persons of the Fund, formulate and approve any plan under Rule 12b-1 to finance distribution expenses. 2.6 The Fund makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies) complies with the insurance laws or regulations of the various states except that the Fund represents that the Fund's investment policies, fees and expenses are and shall at all times remain in compliance with the laws of the State of Connecticut and the Fund and the Underwriter represent that their respective operations are and shall at all times remain in material compliance with the laws of the State of Connecticut to the extent required to perform this Agreement. 2.7 The Underwriter represents and warrants that it is a member in good standing of the NASD and is registered as a broker-dealer with the SEC. The Underwriter further represents that it will sell and distribute the Fund shares in accordance with the laws of the State of Connecticut and all applicable state and federal securities laws, including without limitation the 1933 Act, the 1934 Act, and the 1940 Act. 2.8 The Fund represents that it is lawfully organized and validly existing under the laws of the Commonwealth of Massachusetts and that it does and will comply in all material respects with the 1940 Act. 2.9 The Underwriter represents and warrants that the Adviser is and shall remain duly registered in all material respects under all applicable federal and state securities laws and that the Adviser shall perform its obligations for the Fund in compliance in all material respects with the laws of the State of Connecticut and any applicable state and federal securities laws. 5 2.10 The Fund and Underwriter represent and warrant that all of their directors, officers, employees, investment advisers, and other individuals/entities dealing with the money and/or securities of the Fund are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid Bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. 2.11 The Company represents and warrants that all of its directors, officers, employees, investment advisers, and other individual/entities dealing with the money and/or securities of the Fund are covered by a blanket fidelity bond or similar coverage for the benefit of the Fund, in an amount not less $2 million. The aforesaid includes coverage for larceny and embezzlement is issued by a reputable bonding company. The Company agrees to make all reasonable efforts to see that this bond or another bond containing these provisions is always in effect, and agrees to notify the Fund and the Underwriter in the event that such coverage no longer applies. ARTICLE III. Prospectuses and Proxy Statements: Voting ------------------------------------------ 3.1 The Underwriter shall provide the Company (at the Company's expense) with as many copies of the Fund's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing to be at the Company's expense). 3.2 The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund), at its expense, shall print and provide such Statement free of charge to the Company and to any owner of a Contract or prospective owner who requests such Statement. 3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4 If and to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and 6 (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset amount in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto. ARTICLE IV. Sales Material and Information ------------------------------ 4.1 The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund or its investment adviser or the Underwriter is named, at least fifteen Business Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects to such use within fifteen Business Days after receipt of such material. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus for the Fund shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either. 4.3 The Fund, Underwriter, or its designee shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its separate account(s), is named at least fifteen Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen Business Days after receipt of such material. 7 4.4 The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, each Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company. 4.5 The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, contemporaneously with the filing of such document with the Securities and Exchange Commission or other regulatory authorities. 4.6 The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the filing of such document with the SEC or other regulatory authorities. 4.7 For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, Statements of Additional Information, shareholder reports, and proxy materials. ARTICLE V. Fees and Expenses ----------------- 5.1 The Fund and Underwriter shall pay no fee or other compensation to the Company under this agreement, except that if the Fund or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 to finance distribution expenses, then the Underwriter may make payments to the Company or to the underwriter for the Contracts if and in amounts agreed to by the Underwriter in writing and such payments will be made out of existing fees otherwise payable to the Underwriter, past profits of the Underwriter or other resources available to the Underwriter. No such payments shall be made directly by the Fund. Currently, no such payments are contemplated. 8 5.2 All expenses incident to performance by the Fund under this Agreement shall be paid by the Fund. The Fund shall see to it that all its shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent deemed advisable by the Fund, in accordance with applicable state laws prior to their sale. The Fund shall bear the expenses for the cost of registration and qualification of the Fund's shares, preparation and filing of the Fund's prospectus and registration statement, proxy materials and reports, setting the prospectus in type, setting in type and printing the proxy materials and reports to shareholders (including the costs of printing a prospectus that constitutes an annual report), the preparation of all statements and notices required by any federal or state law, all taxes on the issuance or transfer of the Fund's shares. 5.3 The Company shall bear the expenses of printing and distributing the Fund's prospectus to owners of Contracts issued by the Company and of distributing the Fund's proxy materials and reports to such Contract owners. ARTICLE VI. Diversification --------------- 6.1 The Fund will at all times invest money from the Contracts in such a manner as to ensure that the Contracts will be treated as variable contracts under the Code and the regulations issued thereunder. Without limiting the scope of the foregoing, the Fund will at all times comply with Section 817(h) of the Code and Treasury Regulation 1.817-5, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications to such Section or Regulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify Company of such breach and (b) to adequately diversify the Fund so as to achieve compliance with the grace period afforded by Regulation 817-5. ARTICLE VII. Potential Conflicts ------------------- 7.1 The Board will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 9 7.2 The Company will report any potential or existing conflicts of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Board whenever contract owner voting instructions are disregarded. 7.3 If it is determined by a majority of the Board, or a majority of its disinterested trustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested trustees), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that vote in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. 7.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the affected Account's investment in the Fund and terminate this Agreement with respect to such Account; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of that six month period the Underwriter and Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement with respect to such Account within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six month period, the Underwriter and Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 10 7.6 For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 63-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted. ARTICLE VIII. Indemnification --------------- 8.1 Indemnification By The Company 8.1(a) The Company agrees to indemnify and hold harmless the Fund and each trustee of the Board and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Contracts and; (i) arise out of or are used based upon an untrue statements or alleged untrue statements of any material fact contained in the Registration Statement or prospectus for the Contracts or contained in the Contracts or sales literature for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state 11 therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement omission was made in reliance upon and in conformity withinformation furnished to the Company by or on behalf of the Fund for use in the Registration Statement or prospectus for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the Registration Statement, prospectus or sales literature of the Fund not supplied by the Company, or persons under its control) or wrongful conduct of the Company or persons under its control, with respect to the sale or distribution of the Contracts or Fund Shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, prospectus, or sales literature of the Fund or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company, as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof. 8.1(b) The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement or to the Fund, whichever is applicable. 8.1(c) The Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on 12 any designated agent), but failure to notify the Company of any such claim shall not relieve the Company from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Company's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Company will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 8.1(d) The Indemnified Parties will promptly notify the Company of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Fund Shares or the Contracts or the operation of the Fund. 8.2 Indemnification By The Underwriter 8.2(a) The Underwriter agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the " Indemnified Parties" for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Contracts and; (i) arise out of or are used based upon an untrue statements or alleged untrue statements of any material fact contained in the Registration Statement or prospectus or sales literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Fund by or on behalf of the Company for use in the Registration Statement or prospectus for the Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the Registration Statement, prospectus or sales literature for the Contracts not supplied by the 13 Underwriter or persons under its control) or wrongful conduct of the Fund, Adviser or Underwriter or persons under their control, with respect to the sale or distribution of the Contracts or Fund Shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Fund; or (iv) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. 8.2(b) The Underwriter shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable. 8.2(c) The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to such party of the Underwriter's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Underwriter will not be liable to such party under this Agreement for any legal or 14 other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 8.2(d) The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account. 8.3 Indemnification By The Fund 8.3(a) The Fund agrees to indemnify and hold harmless the Company, and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of the Board or any member thereof, are related to the operations of the Fund and; (i) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure to comply with the diversification requirements specified in Article VI of this Agreement); or (ii) arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund; as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof. 8.3(b) The Fund shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Company, the Fund, the Underwriter or each Account, whichever applicable. 8.3(c) The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Fund in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Fund of any such claim shall not relieve the Fund from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the 15 Indemnified Parties, the Fund will be entitled to participate, at its own expense, in the defense thereof. The Fund also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Fund to such party of the Fund's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Fund will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 8.3(d) The Company and the Underwriter agree promptly to notify the Fund of the commencement of any litigation or proceedings against it or any of its respective officers or directors in connection with this Agreement, the issuance or sale of the Contracts, with respect to the operation of either Account, or the sale or acquisition of shares of the Fund. ARTICLE IX. Applicable Law -------------- 9.1 This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the Commonwealth of Massachusetts. 9.2 This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the Securities and Exchange Commission may grant (including, but not limited to, the Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith. ARTICLE X. Termination ----------- 10.1 This Agreement shall continue in full force and effect until the first to occur of: (a) termination by any party for any reason by sixty (60) days advance written notice delivered to the other parties; or (b) termination by the Company by written notice to the Fund and the Underwriter with respect to any Portfolio based upon the Company's determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts; or (c) termination by the Company by written notice to the Fund and the Underwriter with respect to any Portfolio in the event any of the Portfolio's shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company; or 16 (d) termination by the Company by written notice to the Fund and the Underwriter with respect to any Portfolio in the event that such Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that the Fund may fail to so qualify; or (e) termination by the Company by written notice to the Fund and the Underwriter with respect to any Portfolio in the event that such Portfolio fails to meet the diversification requirements specified in Article VI hereof; or (f) termination by either the Fund or the Underwriter by written notice to the Company, if either one or both of the Fund or the Underwriter respectively, shall determine, in their sole judgment exercised in good faith, that the Company and/or its affiliated companies has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or (g) termination by the Company by written notice to the Fund and the Underwriter, if the Company shall determine, in its sole judgment exercised in good faith, that either the Fund or the Underwriter has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or (h) termination by the Fund or the Underwriter by written notice to the Company, if the Company gives the Fund and the Underwriter the written notice specified in Section 1.6(b) hereof and at the time such notice was given there was no notice of termination outstanding under any other provision of this Agreement; provided, however, any termination under this Section 10.1(h) shall be effective forty-five (45) days after the notice specified in Section 1.6(b) was given. 10.2 Effect of Termination. Notwithstanding any termination of this Agreement, the Fund and the Underwriter shall at the option of the Company, continue to make available additional shares of the Fund pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, the owners of the Existing Contracts shall be permitted to reallocate investments in the Fund, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 10.2 shall not apply to any terminations under Article VII and the effect of such Article VII terminations shall be governed by Article VII of this Agreement. 10.3 The Company shall not redeem Fund shares attributable to the Contracts (as opposed to Fund shares attributable to the Company's assets held in the Account) except (i) as necessary to implement Contract Owner initiated or approved transactions, or (ii) as required by state and/or federal laws or regulations or judicial or other legal precedent of general application 17 (hereinafter referred to as a "Legally Required Redemption"). Upon request, the Company will promptly furnish to the Fund and the Underwriter the option of counsel for the Company (which counsel shall be reasonably satisfactory to the Fund and the Underwriter) to the effect that any redemption pursuant to clause (ii) above is a Legally Required Redemption. Furthermore, exceptin cases where permitted under the terms of the Contracts, the Company shall not prevent Contract Owners from allocating payments to a Portfolio that was otherwise available under the Contracts without first giving the Fund or the Underwriter 90 days notice of its intention to do so ARTICLE XI. Notices ------- Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party. If to the Fund: 82 Devonshire Street Boston, MA 02109 Attention: Treasurer If to the Company: Aetna Life Insurance and Annuity Company 151 Farmington Avenue Conveyor RTA1 Hartford, CT 06156 Attention: Drew Lawton If to the Underwriter: 82 Devonshire Street Boston, MA 02109 Attention: Treasurer ARTICLE XII. Miscellaneous ------------- 12.1 All persons dealing with the Fund must look solely to the property of the Fund for the enforcement of any claims against the Fund as neither the Board, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Fund. 12.1 Subject to the requirements of legal process and regulatory authority, each party hereto shall treat as confidential the names and addresses of the owners of the Contracts and all information reasonably identified as confidential in writing by any other party hereto and, except as permitted by this Agreement, shall not disclose, disseminate or utilize such names and addresses and other confidential information until such time as it may come into the public domain without the express written consent of the affected party. 18 12.3 The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect. 12.4 This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument. 12.5 If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. 12.6 Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitations the SEC, the NASD and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. Notwithstanding the generality of the foregoing, each party hereto further agrees to furnish the California Insurance Commissioner with any information or reports in connection with services provided under this Agreement which such Commissioner may request in order to ascertain whether the insurance operations of the Company are being conducted in a manner consistent with the California Insurance Regulations and any other applicable law or regulations. 12.7 The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws. 12.8 This Agreement or any of the rights and obligations hereunder may not be assigned by any party without the prior written consent of all parties hereto; provided, however, that the Underwriter may assign this Agreement or any rights or obligations hereunder to any affiliate of or company under common control with the Underwriter, if such assignee is duly licensed and registered to perform the obligations of the Underwriter under this Agreement. 12.9 The Company shall furnish, or shall cause to be furnished, to the Fund or its designee copies of the following reports: (a) the Company's annual statement prepared under statutory accounting principles) and annual report (prepared under generally accepted accounting principles ("GAAP")), as soon as practical and in any event within 90 days after the end of each fiscal year; (b) the Company's quarterly statements (statutory and GAAP), as soon as practical and in any event within 45 days after the end of each quarterly period; 19 (c) any financial statement, proxy statement, notice or report of the Company sent to stockholders and/or policyholders, as soon as practical after the delivery thereof to stockholders; (d) any registration statement (without exhibits) and financial reports of the Company filed with the Securities and Exchange Commission or any state insurance regulator, as soon as practical after the filing thereof; (e) any other report submitted to the Company by independent accountants in connection with any annual, interim or special audit made by them of the books of the Company, as soon as practical after the receipt thereof. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its duly authorized representative and its seal to be hereunder affixed hereto as of the date specified below. 20 AETNA LIFE INSURANCE AND ANNUITY COMPANY By its authorized officer, By: /s/ Shaun P. Mathews ------------------------- Title: Senior Vice President Date 2/18/96 VARIABLE INSURANCE PRODUCTS FUND By its authorized officer, By: /s/ J. Gary Burkhead ------------------------- Title: Senior Vice President Date: 3/2/94 FIDELITY DISTRIBUTORS CORPORATION By its authorized officer, By: /s/ Kurt A. Lange ---------------------- Title President Date: 2/28/94 21 Schedule A Separate Accounts and Associated Contracts Name of Separate Account and Contracts Funded Date Established by Board of Directors By Separate Account - -------------------------------------- ------------------- Separate Account C IRA-CDA-IC G-TDA-HH(XC/M) G-TDA-HH(XC/S) Separate Account D F.6F-PVA-TR GFA-PVA-IC GF-PVA-IC 22 SCHEDULE B PROXY VOTING PROCEDURE The following is a list of procedures and corresponding responsibilities for the handling of proxies relating to the Fund by the Underwriter, the Fund and the Company. The defined terms herein shall have the meanings assigned in the Participation Agreement except that the term "Company" shall also include the department or third party assigned by the Insurance Company to perform the steps delineated below. 1. The number of proxy proposals is given to the Company by the Underwriter as early as possible before the date set by the Fund for the shareholder meeting to facilitate the establishment of tabulation procedures. At this time the Underwriter will inform the Company of the Record, Mailing and Meeting dates. This will be done verbally approximately two months before meeting. 2. Promptly after the Record Date, the Company will perform a "tape run", or other activity, which will generate the names, addresses and number of units which are attributed to each contractowner/policyholder (the "Customer") as of the Record Date. Allowance should be made for account adjustments made after this date that could affect the status of the Customers' accounts as of the Record Date. Note: The number of proxy statements is determined by the activities described in Step #2. The Company will use its best efforts to call in the number of Customers to Fidelity, as soon as possible, but no later than two weeks after the Record Date. 3. The Fund's Annual Report must be sent to each Customer by the Company either before or together with the Customers' receipt of a proxy statement. Underwriter will provide at least one copy of the last Annual Report to the Company. 4. The text and format for the Voting Instruction Cards ("Cards" or "Card") is provided to the Company by the Fund. The Company, at its expense, shall produce and personalize the Voting Instruction Cards. The Legal Department of the Underwriter or its affiliate ("Fidelity Legal") must approve the Card before it is printed. Allow approximately 2-4 business days for printing information on the Cards. Information commonly found on the Cards includes: a. name (legal name as found on account registration) b. address c. Fund or account number d. coding to state number of units e. individual Card number for use in tracking and verification of votes (already on Cards as printed by the Fund) 23 (This and related steps may occur later in the chronological process due to possible uncertainties relating to the proposals.) 5. During this time, Fidelity Legal will develop, produce, and the Fund will pay for the Notice of Proxy and the Proxy Statement (one document). Printed and folder notices and statements will be sent to Company for insertion into envelopes (envelopes and return envelopes are provided and paid for by the Insurance Company). Contents of envelope sent to Customers by Company will include: a. Voting Instruction Card(s) b. One proxy notice and statement (one document) c. return envelope (postage pre-paid by Company) addressed to the Company or its tabulation agent d. "urge buckslip" - optional, but recommended. (This is a small, single sheet of paper that requests Customers to vote as quickly as possible and that their vote is important. One copy will be supplied by the Fund.) e. cover letter - optional, supplied by Company and reviewed and approved in advance by Fidelity Legal. 6. The above contents should be received by the Company approximately 3-5 business days before mail date. Individual in charge at Company reviews and approves the contents of the mailing package to ensure correctness and completeness. Copy of this approval sent to Fidelity Legal. 7. Package mailed by the Company. * The Fund must allow at least a 15-day solicitation time to the Company as the shareowner. (A 5-week period is recommended.) Solicitation time is calculated as calendar days from (but not including) the meeting, counting backwards. 8. Collection and tabulation of Cards begins. Tabulation usually takes place in another department or another vendor depending on process used. An often used procedure is to sort Cards on arrival by proposal into vote categories of all yes, no, or mixed replies, and to begin data entry. Note: Postmarks are not generally needed. A need for postmark information would be due to an insurance company's internal procedure and has not been required by Fidelity in the past. 9. Signature on Card checked against legal name on account registration which was printed on the Card. Note: For Example, if the account registration is under "Bertram C. Jones, Trustee," then that is the exact legal name to be printed on the Card and is the signature needed on the Card. 24 10. If Cards are mutilated, or for any reason are illegible or are not signed properly, they are sent back to Customer with an explanatory letter, a new Card and return envelope. The mutilated or illegible Card is disregarded and considered to be not received for the purposes of vote tabulation. Any Cards that have "kicked out" (e.g. mutilated, illegible) of the procedure are "hand verified," i.e., examined as to why they did not complete the system. Any questions on those Cards are usually remedied individually. 11. There are various control procedures used to ensure proper tabulation of votes and accuracy of that tabulation. The most prevalent is to sort the Cards as they first arrive into categories depending upon their vote; an estimate of how the vote is progressing may then be calculated. If the initial estimates and the actual vote do not coincide, then an internal audit of that vote should occur. This may entail a recount. 12. The actual tabulation of votes is done in units which is then converted to shares. (It is very important that the Fund receives the tabulations stated in terms of a percentage and the number of shares.) Fidelity Legal must review and approve tabulation format. 13. Final tabulation in shares is verbally given by the Company to Fidelity Legal on the morning of the meeting not later than 10:00 a.m. Boston time. Fidelity Legal may request an earlier deadline if required to calculate the vote in time for the meeting. 14. A certification of Mailing and Authorization to Vote Shares will be required from the Company as well as an original copy of the final vote. Fidelity Legal will provide a standard form for each Certification. 15. The Company will be required to box and archive the Cards received from the Customers. In the event that any vote is challenged or if otherwise necessary for legal, regulatory, or accounting purposes, Fidelity Legal will be permitted reasonable access to such Cards. 16. All approvals and "signing-off" may be done orally, but must always be followed up in writing. 25 SCHEDULE C Sponsors of other investment companies currently available under variable annuities or variable life insurance issued by the Company: Twentieth Century Investors Neuberger & Berman Calvert Scudder Franklin Lexington Alger 26 FIRST AMENDMENT TO PARTICIPATION AGREEMENT THIS FIRST AMENDMENT TO THE FUND PARTICIPATION AGREEMENT (the "First Amendment") is made and entered into as of the 1st day of February, 1995, by and among AETNA LIFE INSURANCE AND ANNUITY COMPANY (the "Company") a Connecticut corporation, on its own behalf and on behalf of each segregated asset account of the Company (each an "Account") set forth on Schedule A of the Original Agreement (defined below), and the VARIABLE INSURANCE PRODUCTS FUND, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (the "Underwriter"), a Massachusetts corporation. WITNESSETH WHEREAS, the Company, the Fund and the Underwriter are parties to a Participation Agreement, dated February 1, 1994, (the "Original Agreement"); and WHEREAS, the Company, the Fund and the Underwriter now desire to modify the Original Agreement, (i) to add additional Contracts funded by each Account, and (ii) to modify Schedule C of the Original Agreement by the addition of a new investment company. NOW THEREFORE, in consideration of the premises and the mutual covenants and promises expressed herein, the parties agree as follows: 1. Schedule A of the Original Agreement is hereby deleted and replaced with Schedule A, dated March 1, 1995. 2. Schedule C of the Original Agreement is hereby deleted and replaced with Schedule C, dated March 1, 1995. 3. The Original Agreement, as supplemented by this First Amendment, is ratified and confirmed. 4. This First Amendment may be executed in two or more counterparts, which together shall constitute one instrument. Page 1 IN WITNESS WHEREOF, the parties have executed this First Amendment as of the date first above written. AETNA LIFE INSURANCE AND ANNUITY COMPANY By: /s/ Laura Estes ----------------------------- Laura Estes Senior Vice President VARIABLE INSURANCE PRODUCTS FUND By: /s/ J. Gary Burkhead ----------------------------- J. Gary Burkhead Senior Vice President FIDELITY DISTRIBUTORS CORPORATION By: /s/ Kurt A. Lance ----------------------- Kurt A. Lance President Page 2 SCHEDULE A - -------------------------------------------------------------------------------- Policy Form Numbers of Contracts Issued Name of Separate Account Through Separate Account - -------------------------------------------------------------------------------- Separate Account C G-CDA-IB(XC/SM) G-401-IB(X/M) G-CDA-IC(NQ) G-CDA-IC(IR) G-TDA-HH(XC/M) G-TDA-HH(XC/S) I-CDA-IC(NQ/MP) I-CDA-IC(IR/MP) I-CDA-IC(NQ/NY) I-CDA-IC(IR/NY) IRA-CD-IC - -------------------------------------------------------------------------------- Separate Account D EGF-PVU-IC EGFA-PVU-IC GF-PVA-IC GFA-PVA-IC F.6F-PVA-TR - -------------------------------------------------------------------------------- Page 3 SCHEDULE C Sponsors of other investment companies available under variable annuities or variable life insurance issued by the Company: Date Added ---------- Twentieth Century Investors February 1, 1994 Neuberger & Berman February 1, 1994 Calvert February 1, 1994 Scudder February 1, 1994 Franklin/Templeton February 1, 1994 Lexington February 1, 1994 Alger February 1, 1994 Janus March 1, 1995 Date of Supplement: March 1, 1995 Page 4 AMENDMENT NO 2 TO PARTICIPATION AGREEMENT AMONG VARIABLE INSURANCE PRODUCTS FUND FIDELITY DISTRIBUTIONS CORPORATION and AETNA LIFE INSURANCE & ANNUITY COMPANY WHEREAS, AETNA LIFE INSURANCE & ANNUITY COMPANY (the "Company"), VARIABLE INSURANCE PRODUCTS FUND (the "Fund") and FIDELITY DISTRIBUTORS CORPORATION have previously entered into a Participation Agreement (the "Agreement") containing certain arrangements concerning prospectus costs; and WHEREAS, the Trustees of the Fund have approved certain changes to the expense structure of the Fund; and NOW, THEREFORE, the parties do hereby agree to amend the Agreement by substituting the following arrangement in place of any inconsistent language in the Participation Agreement, wherever found: 1. The Fund will provide to the Company each year, at the Fund's costs, such number of prospectuses and Statements of Additional Information as are actually distributed to the Company's then-existing variable life and/or variable annuity contract owners. 2. If the Company takes camera-ready film or computer diskettes containing the Fund's prospectus and/or Statement of Additional Information in lieu of receiving hard copies of these documents, the Fund will reimburse the Company in an amount computed as follows. The number of prospectuses and Statements of Additional Information actually distributed to existing contract owners by the Company will be multiplied by the Fund's actual per-unit cost of printing the documents. 3. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund in order to verify that the prospectuses and Statements of Additional Information provided to the Company, or the reimbursement made to the Company, are or have been used only for the purposes set forth hereinabove. IN WITNESS WHEREOF we have set our hand as of the 15th day of December, 1994. AETNA LIFE INSURANCE & ANNUITY COMPANY By: /s/ Laura R. Estes ------------------------------------ Name: Laura R. Estes Title: Senior Vice President VARIABLE INSURANCE PRODUCTS FUND FIDELITY DISTRIBUTORS CORPORATION By: /s/ J. Gary Burkhead By: /s/ Kurt A. Lange --------------------------- ------------------------------- Name: J. Gary Burkhead Name: Kurt A. Lange Title: Senior Vice President Title: President THIRD AMENDMENT TO PARTICIPATION AGREEMENT THIS THIRD AMENDMENT TO THE FUND PARTICIPATION AGREEMENT (the "Third Amendment") is made and entered into as of the 1st day of May, 1995, by and among AETNA LIFE INSURANCE AND ANNUITY COMPANY (the "Company") a Connecticut corporation, on its own behalf and on behalf of each segregated asset account of the Company (each an "Account") set forth on Schedule A of the Original Agreement (defined below), and the VARIABLE INSURANCE PRODUCTS FUND, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (the "Underwriter"), a Massachusetts corporation. WITNESSETH WHEREAS, the Company, the Fund and the Underwriter are parties to a Participation Agreement, dated February 1, 1994, as supplemented by First Amendment to Participation Agreement dated as of February 1, 1995 and Amendment No. 2 to Participation Agreement dated as of December 15, 1994, (the "Original Agreement"); and WHEREAS, the Company, the Fund and the Underwriter now desire to modify the Original Agreement (i) to add an additional Account; and (ii) to add additional Contracts funded by each Account. NOW THEREFORE, in consideration of the premises and the mutual covenants and promises expressed herein, the parties agree as follows: 1. Schedule A of the Original Agreement is hereby deleted and replaced with Schedule A attached hereto, effective as of May 1, 1995; 2. the Original Agreement, as supplemented by this Third Amendment, is ratified and confirmed; and 3. this Third Amendment may be executed in two or more counterparts, which together shall constitute one instrument. IN WITNESS WHEREOF, the parties have executed this Third Amendment as of the date first above written. AETNA LIFE INSURANCE AND ANNUITY COMPANY By: /s/ Scott Striegel ----------------------------- Scott Striegel Senior Vice President VARIABLE INSURANCE PRODUCTS FUND By: /s/ J. Gary Burkhead ------------------------------- Name: J. Gary Burkhead Title Senior Vice President FIDELITY DISTRIBUTORS CORPORATION By: /s/ Kurt A. Lange ---------------------------- Name: Kurt A. Lange Title: President -2- SCHEDULE A - -------------------------------------------------------------------------------- Policy Form Numbers of Contracts Issued Name of Separate Account Through Separate Account - -------------------------------------------------------------------------------- Variable Annuity Account B I-CDA-IC(IR/NY) I-CDA-IC(NQ/NY) I-CDA-IC(IR/MP) I-CDA-IC(NQ/MP) G-CDA-IB(IR) G-CDA-IC(IR) G-CDA-IC(NQ) GMCC-IC(NQ) G-CDA-HF I-CDA-IA I-CDA-HI(NQ) G-CDA-ID(DC) G-CDA-GP1(4/94) I-CDA-GP1(4/94) - -------------------------------------------------------------------------------- Variable Life Account B 70180-93US 70182-93US 70181-94US 38899 38899-90 38899-93 - -------------------------------------------------------------------------------- Variable Annuity Account C G-CDA-IB(XC/SM) G-CDA-IA(RPM/XC) G-CDA-IB(AORP) G-CDA-IB(ATORP) G-401-IB(X/M) G-CDA-HF GTCC-HF G-CDA-IA(RP) G-TDA-HH(XC/M) G-TDA-HH(XC/S) IRA-CDA-IC IP-CDA-IB(WI) IP-CDA-IB(MN) IP-CDA-IB(WA) G-CDA-ID(DC) GIP-CDA-HB I-CDA-HD IA-CDA-IA G-CDA-IB(IR) - -------------------------------------------------------------------------------- Separate Account D GF-PVA-IC(NY) GF-PVA-IC(CA) GF-PVA-IC(NJ) GFA-PVA-IC F.6F-PVA-TR - ------------------------------------------------------ ------------------------- Any state variation of the above-referenced contracts are considered included on this Schedule A. Date of Amendment: May 1, 1995 FOURTH AMENDMENT TO PARTICIPATION AGREEMENT THIS FOURTH AMENDMENT TO THE FUND PARTICIPATION AGREEMENT (the "Fourth Amendment") is made and entered into as of the 1st day of January, 1996, by and among AETNA LIFE INSURANCE AND ANNUITY COMPANY (the "Company") a Connecticut corporation, on its own behalf and on behalf of each segregated asset account of the Company (each an "Account") set forth on Schedule A of the Original Agreement (defined below), and the VARIABLE INSURANCE PRODUCTS FUND, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (the "Underwriter"), a Massachusetts corporation. WITNESSETH WHEREAS, the Company, the Fund and the Underwriter are parties to a Participation Agreement, dated February 1, 1994, as supplemented by First Amendment to Participation Agreement dated as of February 1, 1995, Amendment No. 2 to Participation Agreement dated as of December 15, 1994, and Third Amendment to Participation Agreement dated as of May 1, 1995 (the "Original Agreement"); and WHEREAS, the Company, the Fund and the Underwriter now desire to modify the Original Agreement to add additional Contracts funded by Variable Annuity Account B. NOW THEREFORE, in consideration of the premises and the mutual covenants and promises expressed herein, the parties agree as follows: 1. Schedule A of the Original Agreement is hereby deleted and replaced with Schedule A attached hereto, effective as of January 1, 1996; 2. the Original Agreement, as supplemented by this Fourth Amendment, is ratified and confirmed; and 3. this Fourth Amendment may be executed in two or more counterparts, which together shall constitute one instrument. IN WITNESS WHEREOF, the parties have executed this Fourth Amendment as of the date first above written. AETNA LIFE INSURANCE AND ANNUITY COMPANY By: /s/ Christopher J. Burns -------------------------- Name: Christopher J. Burns Title: Senior Vice President VARIABLE INSURANCE PRODUCTS FUND By: /s/ J. Gary Burkhead ------------------------- Name: J. Gary Burkhead Title: Senior Vice President FIDELITY DISTRIBUTORS CORPORATION By: /s/ Kurt A. Lange --------------------- Name: Kurt A. Lange Title: President -2- SCHEDULE A - -------------------------------------------------------------------------------- Policy Form Numbers of Contracts Issued Name of Separate Account Through Separate Account - -------------------------------------------------------------------------------- Variable Annuity Account B I-CDA-IC(IR/NY) I-CDA-IC(NQ/NY) I-CDA-IC(IR/MP) I-CDA-IC(NQ/MP) G-CDA-IB(IR) G-CDA-IC(IR) G-CDA-IC(NQ) GMCC-IC(NQ) G-CDA-HF I-CDA-IA I-CDA-HI(NQ) G-CDA-ID(DC) G-CDA-GP1(4/94) I-CDA-GP1(4/94) - -------------------------------------------------------------------------------- Variable Life Account B 70180-93US 70182-93US 70181-94US 38899 38899-90 38899-93 70225-95 - -------------------------------------------------------------------------------- Variable Annuity Account C G-CDA-IB(XC/SM) G-CDA-IA(RPM/XC) G-CDA-IB(AORP) G-CDA-IB(ATORP) G-401-IB(X/M) G-CDA-HF GTCC-HF G-CDA-IA(RP) G-TDA-HH(XC/M) G-TDA-HH(XC/S) GLID-CDA-HO IRA-CDA-IC IP-CDA-IB(WI) IP-CDA-IB(MN) IP-CDA-IB(WA) G-CDA-ID(DC) GIP-CDA-HB I-CDA-HD IA-CDA-IA G-CDA-IB(IR) - -------------------------------------------------------------------------------- Separate Account D GF-PVA-IC(NY) GF-PVA-IC(CA) GF-PVA-IC(NJ) GFA-PVA-IC F.6F-PVA-TR - -------------------------------------------------------------------------------- Any state variation of the above-referenced contracts are considered included on this Schedule A. Date of Amendment: January 1, 1996 FIFTH AMENDMENT TO PARTICIPATION AGREEMENT THIS FIFTH AMENDMENT TO THE FUND PARTICIPATION AGREEMENT (the "Fifth Amendment") is made and entered into as of the 1st day of March, 1996, by and among AETNA LIFE INSURANCE AND ANNUITY COMPANY (the "Company") a Connecticut corporation, on its own behalf and on behalf of each segregated asset account of the Company (each an "Account") set forth on Schedule A of the Original Agreement (defined below), and the VARIABLE INSURANCE PRODUCTS FUND, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (the "Underwriter"), a Massachusetts corporation. WITNESSETH WHEREAS, the Company, the Fund and the Underwriter are parties to a Participation Agreement, dated February 1, 1994, as supplemented by First Amendment to Participation Agreement dated as of February 1, 1995, Amendment No. 2 to Participation Agreement dated as of December 15, 1994, Third Amendment to Participation Agreement dated as of May 1, 1995 and Fourth Amendment to Participation Agreement dated as of January 1, 1996 (the "Original Agreement"); and WHEREAS, the Company, the Fund and the Underwriter now desire to modify the Original Agreement to add additional Contracts funded by Variable Annuity Account C. NOW THEREFORE, in consideration of the premises and the mutual covenants and promises expressed herein, the parties agree as follows: 1. Schedule A of the Original Agreement is hereby deleted and replaced with Schedule A attached hereto, effective as of March 1, 1996; 2. the Original Agreement, as supplemented by this Fifth Amendment, is ratified and confirmed; and 3. this Fifth Amendment may be executed in two or more counterparts, which together shall constitute one instrument. IN WITNESS WHEREOF, the parties have executed this Fifth Amendment as of the date first above written. AETNA LIFE INSURANCE AND ANNUITY COMPANY By: /s/ Laura R. Estes ---------------------------- Name: Laura R. Estes Title: Senior Vice President VARIABLE INSURANCE PRODUCTS FUND By: /s/ J. Gary Burkhead ------------------------------------ Name: J. Gary Burkhead Title: Senior Vice President FIDELITY DISTRIBUTORS CORPORATION By: /s/ Kurt A. Lange ------------------------------------ Name: Kurt A. Lange Title: President -2- SCHEDULE A - -------------------------------------------------------------------------------- Policy Form Numbers of Contracts Issued Name of Separate Account Through Separate Account - -------------------------------------------------------------------------------- Variable Annuity Account B I-CDA-IC(IR/NY) I-CDA-IC(NQ/NY) I-CDA-IC(IR/MP) I-CDA-IC(NQ/MP) G-CDA-IB(IR) G-CDA-IC(IR) G-CDA-IC(NQ) GMCC-IC(NQ) G-CDA-HF I-CDA-IA I-CDA-HI(NQ) G-CDA-ID(DC) G-CDA-GP1(4/94) I-CDA-GP1(4/94) - -------------------------------------------------------------------------------- Variable Life Account B 70180-93US 70182-93US 70181-94US 38899 38899-90 38899-93 70225-95 - -------------------------------------------------------------------------------- Variable Annuity Account C G-CDA-IB(XC/SM) G-CDA-IA(RPM/XC) G-CDA-IB(AORP) G-CDA-IB(ATORP) G-401-IB(X/M) G-CDA-HF GTCC-HF G-CDA-IA(RP) G-TDA-HH(XC/M) G-TDA-HH(XC/S) GLID-CDA-HO IRA-CDA-IC IP-CDA-IB(WI) IP-CDA-IB(MN) IP-CDA-IB(WA) G-CDA-ID(DC) GIP-CDA-HB I-CDA-HD IA-CDA-IA G-CDA-IB(IR) A001RP95 A007RC95 A020RV95 A027RV95 - -------------------------------------------------------------------------------- Separate Account D GF-PVA-IC(NY) GF-PVA-IC(CA) GF-PVA-IC(NJ) GFA-PVA-IC F.6F-PVA-TR - -------------------------------------------------------------------------------- Any state variation of the above-referenced contracts are considered included on this Schedule A. Date of Amendment: March 1, 1996 EX-99.B.8.5 9 PATICIPATION AGREEMENT PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUND II, FIDELITY DISTRIBUTORS CORPORATION and AETNA LIFE INSURANCE AND ANNUITY COMPANY THIS AGREEMENT, made and entered into as of the 1st day of February, 1994 by and among AETNA LIFE INSURANCE AND ANNUITY COMPANY, (hereinafter the "Company"), a Connecticut corporation, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the "Account"), and the VARIABLE INSURANCE PRODUCTS FUND II, an unincoporated business trust organized under the laws of the Commonwealth of Massachusetts (hereinafter the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the "Underwriter"), a Massachusetts corporation. WHEREAS, the Fund engages in business as an open-end management investment company and is available to act as the investment vehicle for separate accounts established for variable life insurance policies and variable annuity contracts (collectively, the "Variable Insurance Products") to be offered by insurance companies which have entered into participation agreements with the Fund and the Underwriter (hereinafter "Participating Insurance Companies"); and WHEREAS, the beneficial interest in the Fund is dividend into several series of shares, each designated a "Portfolio" and representing the interest in a particular managed portfolio of securities and other assets; and WHEREAS, the Fund has obtained an order from the Securities and Exchange Commission, dated September 17, 1986 (File No. 812-6422), granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended, (hereinafter the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies (hereinafter the "Shared Funding Exemptive Order"); and WHEREAS, the Fund is registered as an open-end management investment company under the 1940 Act and its shares are registered under the Securities Act of 1933, as amended (hereinafter the "1933 Act"); and WHEREAS, Fidelity Management & Research Company (the "Adviser") is duly registered as an investment adviser under the federal Investment Advisers Act of 1940 and any applicable state securities law; and WHEREAS, the Company has registered or will register certain variable life insurance, funding agreements and variable annuity contracts under the 1933 Act; and WHEREAS, each Account is a duly organized, validly existing segregated asset account, established by resolution of the Board of Directors of the Company, on the date shown for such Account on Schedule A hereto, to set aside and invest assets attributable to the aforesaid variable annuity contracts; and WHEREAS, the Company has registered or will register each Account as a unit investment trust under the 1940 Act; and WHEREAS, the Underwriter is registered as a broker dealer with the Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as amended, (hereinafter the "1934 Act"), and is a member in good standing of the National Association of Securities Dealers, Inc. (hereinafter "NASD"); and WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares in the Portfolios on behalf of each Account to fund certain of the aforesaid variable life and variable annuity contracts and the Underwriter is authorized to sell such shares to unit investment trusts such as each Account as net asset value; NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund and the Underwriter agree as follows: ARTICLE I. Sale of Fund Shares ------------------- 1.1. The Underwriter agrees to sell to the Company those shares of the Fund which each Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Fund. For purposes of this Section 1.1, the Company shall be the designee of the Fund for receipt of such orders from each Account and receipt by such designee shall constitute receipt by the Fund; provided that the Fund receives notice of such order by 9:00 a.m. Boston time on the next following Business Day. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the Securities and Exchange Commission. 1.2. The Fund agrees to make its shares available indefinitely for purchase at the applicable net asset value per share by the Company and its Accounts on those days on which the Fund calculates its net asset value pursuant to rules of the Securities and Exchange Commission and the Fund shall use reasonable efforts to calculate such net asset value on each day which the 2 New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Board acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Portfolio. 1.3. The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public. 1.4. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III, V, VII and Section 2.5 of Article II of this Agreement is in effect to govern such sales. 1.5. The Fund agrees to redeem for cash, on the Company's request, any full or fractional shares of the Fund held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption. For purposes of this Section 1.5, the Company shall be the designee of the Fund for receipt of requests for redemption from each Account and receipt by such designee shall constitute receipt by the Fund; provided that the Fund receives notice of such request for redemption on the next following Business Day. 1.6. The Company agrees to purchase and redeem the shares of each Portfolio offered by the then current prospectus of the Fund and in accordance with the provisions of such prospectus. The Company agrees that all net amounts available under the variable annuity contracts with the form number(s) which are listed on Schedule A attached hereto and incorporated herein by this reference, as such Schedule A may be amended from time to time hereafter by mutual written agreement of all the parties hereto, (the "Contracts") shall be invested in the Fund, in such other Funds advised by the Adviser as may be mutually agreed to in writing by the parties hereto, or in the Company's general account, provided that such amounts may also be invested in an investment company other than the Fund if (a) such other investment company, or series thereof, has investment objectives or policies that are substantially different from the investment objectives and policies of all the Portfolios of the fund; or (b) the Company give the Fund the Underwriter 45 days written notice of its intention to make such other investment company available as a funding vehicle for the Contacts; or (c) such other investment company was available as a funding vehicle for the Contracts prior to the date of this Agreement and the Company so informs the Fund and Underwriter prior to their signing this Agreement (a list of such funds appearing on Schedule C to this Agreement); or (d) the Fund or Underwriter consents to the use of such other investment company. 1.7. The Company shall pay for Fund shares on the next Business Day after an order to purchase Fund shares is made in accordance with the provisions of Section 1.1 hereof. Payment shall be in federal funds transmitted by wire. For purpose of Section 2.10 and 2.11, 3 upon receipt by the Fund of the federal funds so wired, such funds shall cease to be the responsibility of the Company and shall become the responsibility of the Fund. 1.8. Issuance and transfer of the Fund's shares will be by book entry only. Stock certificates will not be issued to the Company or any Account. Shares ordered from the Fund will be recorded in an appropriate title for each Account or the appropriate subaccount of each Account. 1.9. The Fund shall furnish same day notice (by wire or telephone, followed by written confirmation) to the Company of any income, dividends or capital gains distributions payable on the Fund's shares. The Company hereby elects to receive all such income dividends and capital gain distributions as are payable on the Portfolio shares in additional shares of that Portfolio. The Company reserves the right to revoke this election and to receive all such income dividends and capital gain distribution in cash. The Fund shall notify the Company of the number of shares so issued as payment of such dividends and distributions. 1.10. The Fund shall make the net asset value per share for each Portfolio available to the Company on a daily basis as soon as reasonably practical after the net asset value per share is calculated and shall use its best efforts to make such net asset value per share available by 7 p.m. Boston time. ARTICLE II. Representations and Warranties ------------------------------ 2.1. The Company represents and warrants that the Contracts are or will be registered under the 1933 Act or are exempt from registration thereunder; that the Contracts will be issued and sold in compliance in all material respects with all applicable Federal and State laws and that the sale of the Contracts shall comply in all material respects with state insurance suitability requirements. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established each Account prior to any issuance or sale thereof as a segregated asset account under Section 38a-433 of the Connecticut Insurance Code and has registered or, prior to any issuance or sale of the Contracts, will register each Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts. 2.2. The Fund represents and warrants that Fund shares sold pursuant to this Agreement shall be registered under the 1933 Act, duly authorized for issuance and sole in compliance with the laws of the State of Connecticut and all applicable federal and state securities laws and that the Fund is and shall remain registered under the 1940 Act. The Fund shall amend the Registration Statement for its share under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. The Fund shall register and qualify the shares for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Fund or the Underwriter. 4 2.3. The Fund represents that it is currently qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986, as amended, (the "Code") and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provision) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 2.4. The Company represents that the Contracts are currently treated as endowment or annuity insurance contracts, under applicable provisions of the Code and that it will make every effort to maintain such treatment and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. 2.5. The Fund currently does not intend to make any payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act or otherwise, although it may make such payments in the future. The fund as adopted a "no fee" or "defensive" Rule 12b-1 Plan under which it makes no payments for distribution expenses. To the extent that it decides to finance distribution expenses pursuant to Rule 12b-1, the fund undertakes to have a board of trustees, a majority of whom are no interested persons of the Fund, formulate and approve any plan under Rule 12b-1 to finance distribution expenses. 2.6. The Fund makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies) complies with the insurance laws or regulations of the various states except that the Fund represents that the Fund's investment policies, fees and expenses are and shall at all times remain in compliance with the laws of the State of Connecticut and the Fund and the Underwriter represent that their respective operations are and shall at all times remain in material compliance with the laws of the State of Connecticut to the extent required to perform this Agreement. 2.7. The Underwriter represents and warrants that it is a member in good standing of the NASD and is registered as a broker-dealer with the SEC. The Underwriter further represents that it will sell and distribute the Fund shares in accordance with the laws of the State of Connecticut and all applicable state and federal securities laws, including without limitation the 1933 Act, the 1934 Act, and the 1940 Act. 2.8. The Fund represents that it is lawfully organized and validly existing under the laws of the Commonwealth of Massachusetts and that it does and will comply in all material respects with the 1940 Act. 2.9. The Underwriter represents and warrants that the Adviser is and shall remain duly registered in all material respects under all applicable federal and state securities laws and that the Adviser shall perform its obligations for the Fund in compliance in all material respects with the laws of the State of Connecticut and any applicable state and federal securities laws. 5 2.10. The Fund and Underwriter represent and warrant that all of their directors, officers, employees, investment advisers, and other individuals/entities dealing with the money and/or securities of the Fund are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid Bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. 2.11. The Company represents and warrants that all of its directors, officers, employees, investment advisers, and other individuals/entities dealing with the money and/or securities of the Fund are covered by a blanket fidelity bond or similar coverage for the benefit of the Fund, in an amount not less than $2 million. The foresaid includes coverage for larceny and embezzlement is issued by a reputable bonding company. The Company agrees to make all reasonable efforts to see that this bond or another bond containing these provisions is always in effect, and agrees to notify the Fund and the Underwriter in the event that such coverage no longer applies. ARTICLE III. Prospectuses and Proxy Statements; Voting ----------------------------------------- 3.1. The Underwriter shall provide the Company (at the Company's expense) with as many copies of the Fund's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus as set in type at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing to be at the Company's expense). 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund), at its expense, shall print and provide such Statement free of charge to the Company and to any owner of a Contract or prospectus owner who requests such Statement. 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If an to the extent required by law the Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and 6 (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate account participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provision of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto. ARTICLE IV. Sales Material and Information ------------------------------ 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund or its investment adviser or the Underwriter is named, at least fifteen Business Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects to such use within fifteen Business Days after receipt of such material. 4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus for the Fund shares, as such registration statement and prospectus may be amended or supplemented form time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either. 4.3. The Fund, Underwriter, or its designee shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its separate account(s), is named at least fifteen Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen Business Days after receipt of such material. 7 4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, each Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company. 4.5. The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, contemporaneously with the filing of such document with the Securities and Exchange Commission or other regulatory authorities. 4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the filing of such document with the SEC or other regulatory authorities. 4.7. For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording., videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, Statements of Additional Information, shareholder reports, and proxy materials. ARTICLE V. Fees and Expenses ----------------- 5.1. The Fund and Underwriter shall pay no fee or other compensation to the Company under this agreement, except that if the Fund or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 to finance distribution expenses, then the Underwriter may make payments to the Company or to the underwriter for the Contracts if and in amounts agreed to by the Underwriter in writing and such payments will be made out of existing fees otherwise payable to the Underwriter, past profits of the underwriter or other resources available to the Underwriter. No such payments shall be made directly by the Fund. Currently, no such payments are contemplated. 8 5.2. All expenses incident to performance by the Fund under this Agreement shall be paid by the Fund. The Fund shall see to it that all its shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent deemed advisable by the Fund, in accordance with applicable state laws prior to their sales. The Fund shall bear the expenses for the cost of registration and qualification of the Fund's shares, preparation and filing of the Fund's prospectus and registration statement, proxy materials and reports, setting the prospectus in type, setting in type and printing the proxy materials and reports to shareholders (including the costs of printing a prospectus that constitutes an annual reports), the preparation of all statements and notices required by any federal or state law, all taxes on the issuance or transfer of the Fund's shares. 5.3. The Company shall bear the expenses of printing and distributing the Fund's prospectus to owners of Contracts issued by the Company and of distributing the Fund's proxy materials and reports to such Contract owners. ARTICLE VI. Diversification --------------- 6.1. The Fund will at all times invest money from the Contracts in such a matter as to ensure that the Contracts will be treated as variable contracts under the Code and the regulations issued thereunder. Without limiting the scope of the foregoing, the Fund will at all times comply with Section 817(h) of the Code and Treasury Regulation 1.817-5, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications to such Section or Regulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify Company of such breach and (b) to adequately diversify the Fund so as to achieve compliance with the grace period afforded by Regulation 817-5. ARTICLE VII. Potential Conflicts ------------------- 7.1. The Board will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 9 7.2. The Company will report any potential or existing conflicts of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Board whenever contract owner voting instructions are disregarded. 7.3. If its is determined by a majority of the Board, or a majority of its disinterested trustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested trustees), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1), withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2), establishing a new registered management investment company or managed separate account. 7.4. If a material irreconcilable conflict arises because of a decision by the Company to disregard contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the affected Account's investment in the Fund and terminate this Agreement with respect to such Account; provided, however that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination must take place within six (6) months after the Fund give written notice that this provision is being implemented, and until the end of that six month period the Underwriter and Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.5. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement with respect to such Account within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict: provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six month period, the Underwriter and Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares for the Fund. 10 7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedites any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contract if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7. If an to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4 and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted. ARTICLE VIII. Indemnification --------------- 8.1. Indemnification By The Company 8.1(a). The Company agrees to indemnify and hold harmless the Fund and each trustee of the Board and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expense), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the Registration Statement or prospectus for the Contracts or contained in the Contracts or sales literature for the Contracts (or any amendment or supplement to any of the foregoing), 11 or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the Registration Statement or prospectus for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the Registration Statement, prospectus or sales literature of the fund not supplied by the Company, or persons under its control) or wrongful conduct of the Company or persons under its control, with respect to the sale or distribution of the Contracts or Fund Shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, prospectus, or sales literature of the Fund or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company, as limited by and in accordance with the provisions of Section 8.1(b) and 8.1(c) hereof. 8.1(b). The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement or to the Fund, whichever is applicable. 8.1(c). The Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Company in writing within a reasonable time after the summons or other first legal 12 process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Company of any such claim shall not relieve the Company from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Company's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Company will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 8.1(d). The Indemnified Parties will promptly notify the Company of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Fund Shares or the Contracts or the operation of the Fund. 8.2. Indemnification by the Underwriter 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statue, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (i) arise out of or are based upon untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or prospectus or sales literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Fund by or on behalf of the Company for use in the Registration Statement or prospectus for the Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or 13 (ii) arise out of or as a result of statements or representations (other than statements ore representations contained in the Registration Statement, prospectus or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Fund. Adviser or Underwriter or persons under their control, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Fund; or (iv) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. 8.2(b). The Underwriter shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable. 8.2(c). The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to such party of the Underwriter's election to assume the defense 14 thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Underwriter will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 8.2(d). The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account. 8.3. Indemnification By the Fund 8.3(a). The Fund agrees to indemnify and hold harmless the Company, and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statue, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements results from the gross negligence, bad faith or willful misconduct of the Board or any member thereof, are related to the operations of the Fund and: (i) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure to comply with the diversification requirements specified in Article VI of this Agreement); or (ii) arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund; as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof. 8.3(b). The Fund shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Company, the Fund, the Underwriter or each Account, whichever is applicable. 8.3(c). The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Fund in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Fund of any such claim shall not relieve the Fund from any liability 15 which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Fund will be entitled to participate, at its own expense, in the defense thereof. The Fund also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Fund to such party of the Fund's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Fund will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 8.3(d). The Company and the Underwriter agree promptly to notify the Fund of the commencement of any litigation or proceedings against it or any of its respective officer or directors in connection with this Agreement, the issuance or sale of the Contracts, with respect to the operation of either Account, or the sale or acquisition of shares of the Fund. ARTICLE IX. Applicable Law -------------- 9.1. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the Commonwealth of Massachusetts. 9.2. This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the Securities and Exchange Commission may grant (including, but not limited to, the Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith. ARTICLE X. Termination ----------- 10.1. This Agreement shall continue in full force and effect until the first to occur of: (a) termination by any party for any reason by sixty (60) days advance written notice delivered to the other parties; or (b) termination by the Company by written notice to the Fund and the Underwriter with respect to any Portfolio based upon the Company's determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts; or (c) termination by the Company by written notice to the Fund and the Underwriter with respect to any Portfolio in the event any of the Portfolio's shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as the 16 underlying investment media of the Contracts issued or to be issued by the Company; or (d) termination by the Company by written notice to the Fund and the Underwriter with respect to any Portfolio in the event that such Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that the Fund may fail to so qualify; or (e) termination by the Company by written notice to the Fund and the Underwriter with respect to any Portfolio in the event that such Portfolio fails to meet the diversification requirements specified in Article VI hereof; or (f) termination by either the Fund or the Underwriter by written notice to the Company, if either one or both of the Fund or the Underwriter respectively, shall determine, in their sole judgment exercised in good faith, that the Company and/or its affiliated companies has suffered a material adverse charge in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or (g) termination by the Company by written notice to the Fund and the Underwriter, if the Company shall determine, in its sole judgment exercised in good faith, that either the Fund or the Underwriter has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or (h) termination by the Fund or the Underwriter by written notice to the Company, if the Company gives the Fund and the Underwriter the written notice specified in Section 1.6(b) hereof and at the time such notice was given there was no notice of termination outstanding under any other provision of this Agreement; provided, however any termination under this Section 10.1(h) shall be effective forty-five (45) days after the notice specified in Section 1.6(b) was given. 10.2. Effect of Termination. Notwithstanding any termination of this Agreement, the Fund and the Underwriter shall at the option of the Company, continue to make available additional shares of the Fund pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contract"). Specifically, without limitation, the owners of the Existing Contracts shall be permitted to reallocate investments in the Fund, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 10.2 shall not apply to any terminations under 17 Article VII and the effect of such Article VII terminations shall be governed by Article VII of this Agreement. 10.3 The Company shall not redeem Fund shares attributable to the Contracts (as opposed to Fund shares attributable to the Company's assets held in the Account) except (i) as necessary to implement Contract Owner initiated or approved transactions, or (ii) as required by state and/or federal laws or regulations or judicial or other legal precedent of general application (hereinafter referred to as a "Legally Required Redemption"). Upon request, the Company will promptly furnish to the Fund and the Underwriter the opinion of counsel for the Company (which counsel shall be reasonably satisfactory to the Fund and the Underwriter) to the effect that any redemption pursuant to clause (ii) above is a Legally Required Redemption. Furthermore, except in cases where permitted under the terms of the Contracts, the Company shall not prevent Contract Owners from allocating payments to a Portfolio that was otherwise available under the Contracts without first giving the Fund or the Underwriter 90 days notice of its intention to do so. ARTICLE XI. Notices ------- Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party. If to the Fund: 82 Devonshire Street Boston, Massachusetts 02109 Attention: Treasurer If to the Company: Aetna Life Insurance and Annuity Company 151 Farmington Avenue Conveyor RTAI Hartford, CT 06156 Attention: Drew Lawton If to the Underwriter: 82 Devonshire Street Boston, Massachusetts 02109 Attention: Treasurer ARTICLE XII. Miscellaneous ------------- 18 12.1. All persons dealing with the Fund must look solely to the property of the Fund for the enforcement of any claims against the Fund as neither the Board, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Fund. 12.2. Subject to the requirements of legal process and regulatory authority, each party hereto shall treat as confidential the names and addresses of the owners of the Contracts and all information reasonably identified as confidential in writing by any other party hereto and except as permitted by this Agreement, shall not disclose, disseminate or utilize such names and addresses and other confidential information until such time as it may come into the public domain without the express written consent of the affected party. 12.3. The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect. 12.4. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument. 12.5. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. 12.6. Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, the NASD and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. Notwithstanding the generality of the foregoing, each party hereto further agrees to furnish the California Insurance Commissioner with any information or reports in connection with services provided under this Agreement which such Commissioner may request in order to ascertain whether the insurance operations of the Company are being conducted in a manner consistent with the California Insurance Regulations and any other applicable law or regulations. 12.7. The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws. 12.8. This Agreement or any of the rights and obligations hereunder may not be assigned by any party without the prior written consent of all parties hereto; provided, however, that the Underwriter may assign this Agreement or any rights or obligations hereunder to any affiliate of or company under common control with the Underwriter, if such assignee is duly licensed and registered to perform the obligations of the Underwriter under this Agreement. 12.9. The Company shall furnish, or shall cause to be furnished, to the fund or its designee copies of the following reports: 19 (a) the Company's annual statement (prepared under statutory accounting principles) and annual report (prepared under generally accepted accounting principles ("GAAP")), as soon as practical and in any event within 90 days after the end of each fiscal year; (b) the Company's quarterly statements (statutory and GAAP), as soon as practical and in any event within 45 days after the end of each quarterly period; (c) any financial statement, proxy statement, notice of report of the Company sent to stockholders and/or policyholders, as soon as practical after the delivery thereof to stockholders; (d) any registration statement (without exhibits) and financial reports of the Company filed with the Securities and Exchange Commission or any state insurance regulator, as soon as practical after the filing thereof; (e) any other report submitted to the Company by independent accountants in connection with any annual, interim or special audit made by them of the books of the Company, as soon as practical after the receipt thereof. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative and its seal to be hereunder affixed hereto as of the date specified below. 20 AETNA LIFE INSURANCE AND ANNUITY COMPANY By its authorized officer, By: /s/ Shaun P. Mathews ------------------------------------- Title: Senior Vice President Date: 2/18/94 VARIABLE INSURANCE PRODUCTS FUND II By its authorized officer, By: /s/ J. Gary Burkhead ------------------------------- Title: Senior Vice President Date: 3/2/94 FIDELITY DISTRIBUTORS CORPORATION By its authorized officer, By: /s/ Kurt A. Lange ----------------------------------- Title: President Date: 2/28/94 21 Schedule A ---------- Separate Accounts and Associate Contracts ----------------------------------------- Name of Separate Account and Contracts Funded Date Established by Board of Directors By Separate Account - -------------------------------------- ------------------- Separate Account C IRA-CDA-IC G-TDA-HH(XC/M) G-TDA-HH(XC/S) Separate Account D F.6F-PVA-TR GFA-PVA-IC GF-PVA-IC 22 SCHEDULE B PROXY VOTING PROCEDURE The following is a list of procedures and corresponding responsibilities for the handling of proxies relating to the Fund by the Underwriter, the Fund and the Company. The defined terms herein shall have the meanings assigned in the Participation Agreement except that the term "Company" shall also include the department or third party assigned by the Insurance Company to perform the steps delineated below. 1. The number of proxy proposals is given to the Company by the Underwriter as early as possible before the date set by the Fund for the shareholder meeting to facilitate the establishment of tabulation procedures. At this time the Underwriter will inform the Company of the Record, Mailing and Meeting dates. This will be done verbally approximately two months before meeting. 2. Promptly after the Record Date, the Company will perform a "tape run", or other activity, which will generate the names, addresses and number of units which are attributed to each contractowner/policyholder (the "Customer") as of the Record Date. Allowance should be made for account adjustments made after this date that could affect the status of the Customers' accounts as the Record Date. Note: The number of proxy statements is determined by the activities described in Step #2. The Company will use its best efforts to call in the number of Customers to Fidelity, as soon as possible, but no later than two weeks after the Record Date. 3. The Fund's Annual Report must be sent to each Customer by the Company either before or together with the Customer's receipt of a proxy statement. Underwriter will provide at least one copy of the last Annual Report to the Company. 4. The text and format for the Voting Instruction Cards ("Cards" or "Card") is provided to the Company by the Fund. The Company, at its expense, shall produce and personalize the Voting Instruction Cards. The Legal Department of the Underwriter or its affiliate ("Fidelity Legal") must approve the Card before it is printed. Allow approximately 2-4 business days for printing information on the Cards. Information commonly found on the Cards includes: a. name (legal name as found on account registration) b. address c. Fund or account number d. coding to state number of units e. individual Card number for use in tracking and verification of votes (already on Cards as printed by the Fund) (This and related steps may occur later in the chronological process due to possible uncertainties relating to the proposals.) 23 5. During this time, Fidelity Legal will develop, produce, and the Fund will pay for the Notice of Proxy and the Proxy Statement (one document). Printed and folded notices and statements will be sent to Company for insertion into envelopes (envelopes and return envelopes are provided and paid for by the Insurance Company). Contents of envelope sent to Customers by Company will include: a. Voting Instruction Card(s) b. One proxy notice and statement (one document) c. return envelope (postage pre-paid by Company) addressed to the Company or its tabulation agent d. "urge buckslip" - optional, but recommended. (This is a small, single sheet of paper that requests Customers to vote as quickly as possible and that their vote isimportant. One copy will be supplied by the Fund.) e. cover letter - optional, supplied by Company and reviewed and approved in advance by Fidelity Legal. 6. The above contents should be received by the Company approximately 3-5 business days before mail date. Individual in charge at Company reviews and approves the contents of the mailing package to ensure correctness and completeness. Copy of this approval sent to Fidelity Legal. 7. Package mailed by the Company. * The Fund must allow at least a 15-day solicitation time to the Company as the shareowner. (A 5-week period is recommended.) Solicitation time is calculated as calendar days from (but not including) the meeting, counting backwards. 8. Collection and tabulation of Cards begins. Tabulation usually takes place in another department or another vendor depending on process used. An often used procedure is to sort Cards on arrival by proposal into vote categories of all yes, no, or mixed replies, and to begin data entry. Note: Postmarks are not generally needed. A need for postmark information would be due to an insurance company's internal procedure and has not been required by Fidelity in the past. 9. Signatures on Card checked against legal name on account registration which was printed on the Card. Note: For Example, If the account registration is under "Bertram C. Jones, Trustee," then that is the exact legal name to be printed on the Card and is the signature needed on the Card. 10. If Cards are mutilated, or for any reason are illegible or are not signed property, they are sent back to Customer with an explanatory letter, a new Card and return envelope. The mutilated or illegible Card is disregarded and considered to be not received for purposes of vote tabulation. Any Cards that have "kicked out" (e.g., mutilated, illegible) of the procedure are 24 "hand verified," i.e., examined as to why they did not complete the system. Any questions on those Cards are usually remedied individually. 11. There are various control procedures used to ensure proper tabulation of votes and accuracy of that tabulation. The most prevalent is to sort the Cards as they first arrive into categories depending upon their vote; an estimate of how the vote is progressing may then be calculated. If the initial estimates and the actual vote do not coincide, then an internal audit of that vote should occur. This may entail a recount. 12. The actual tabulation of votes is done in units which is then converted to shares. (It is very important that the Fund receives the tabulation stated in terms of a percentage and the number of shares.) Fidelity Legal must review and approve tabulation format. 13. Final tabulation in shares is verbally given by the Company to Fidelity Legal on the morning of the meeting not later than 10:00 a.m. Boston time. Fidelity Legal may request an earlier deadline if required to calculate the vote in time for the meeting. 14. A Certification of Mailing and Authorization to Vote Shares will be required from the Company as well as an original copy of the final vote. Fidelity Legal will provide a standard form of each Certification. 15. The Company will be required to box and archive the Cards received from the Customers. In the event that any vote is challenged or if otherwise necessary for legal, regulatory, or accounting purposes, Fidelity Legal will be permitted reasonable access to such Cards. 16. All approvals and "signing-off" may be done orally, but must always be followed up in writing. 25 FIRST AMENDMENT TO PARTICIPATION AGREEMENT THIS FIRST AMENDMENT TO THE FUND PARTICIPATION AGREEMENT (the "First Amendment") is made and entered into as of the 1st day of February, 1995, by and among AETNA LIFE INSURANCE AND ANNUITY COMPANY (the "Company") a Connecticut corporation, on its own behalf and on behalf of each segregated asset account of the Company (each an "Account") set forth on Schedule A of the Original Agreement (defined below), and the VARIABLE INSURANCE PRODUCTS FUND II, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (the "Underwriter"), a Massachusetts corporation. WITNESSETH WHEREAS, the Company, the Fund and the Underwriter are parties to a Participation Agreement, dated February 1, 1994, (the "Original Agreement"); and WHEREAS, the Company, the Fund and the Underwriter now desire to modify the Original Agreement, (i) to add additional Contracts funded by each Account, and (ii) to modify Schedule C of the Original Agreement by the addition of a new investment company. NOW THEREFORE, in consideration of the premises and the mutual covenants and promises expressed herein, the parties agree as follows: 1. Schedule A of the Original Agreement is hereby deleted and replaced with Schedule A, dated March 1, 1995. 2. Schedule C of the Original Agreement is hereby deleted and replaced with Schedule C, dated March 1, 1995. 3. The Original Agreement, as supplemented by this First Amendment, is ratified and confirmed. 4. This First Amendment may be executed in two or more counterparts, which together shall constitute one instrument. Page 1 IN WITNESS WHEREOF, the parties have executed this First Amendment as of the date first above written. AETNA LIFE INSURANCE AND ANNUITY COMPANY By: /s/ Laura Estes --------------------- Laura Estes Senior Vice President VARIABLE INSURANCE PRODUCTS FUND II By: /s/ J. Gary Burkhead --------------------- J. Gary Burkhead Senior Vice President FIDELITY DISTRIBUTORS CORPORATION By: /s/ Kurt A. Lange --------------------- Kurt A. Lange President Page 2 SCHEDULE A - -------------------------------------------------------------------------------- Policy Form Numbers of Contracts Issued Name of Separate Account Through Separate Account - -------------------------------------------------------------------------------- Separate Account C G-CDA-IB(XC/SM) G-401-IB(X/M) G-CDA-IC(NQ) G-CDA-IC(IR) G-TDA-HH(XC/M) G-TDA-HH(XC/S) I-CDA-IC(NQ/MP) I-CDA-IC(IR/MP) I-CDA-IC(NQ/NY) I-CDA-IC(IR/NY) IRA-CD-IC - -------------------------------------------------------------------------------- Separate Account D EGF-PVU-IC EGFA-PVU-IC GF-PVA-IC GFA-PVA-IC F.6F-PVA-TR - -------------------------------------------------------------------------------- Date of Supplement: March 1, 1995 Page 3 SCHEDULE C Sponsors of other investment companies available under variable annuities or variable life insurance issued by the Company: Date Added ---------- Twentieth Century Investors February 1, 1994 Neuberger & Berman February 1, 1994 Calvert February 1, 1994 Scudder February 1, 1994 Franklin/Templeton February 1, 1994 Lexington February 1, 1994 Alger February 1, 1994 Janus March 1, 1995 Date of Supplement: March 1, 1995 Page 4 AMENDMENT NO 2 TO PARTICIPATION AGREEMENT AMONG VARIABLE INSURANCE PRODUCTS FUND II FIDELITY DISTRIBUTIONS CORPORATION and AETNA LIFE INSURANCE & ANNUITY COMPANY WHEREAS, AETNA LIFE INSURANCE & ANNUITY COMPANY (the "Company"), VARIABLE INSURANCE PRODUCTS FUND II (the "Fund") and FIDELITY DISTRIBUTORS CORPORATION have previously entered into a Participation Agreement (the "Agreement") containing certain arrangements concerning prospectus costs; and WHEREAS, the Trustees of the Fund have approved certain changes to the expense structure of the Fund; and NOW, THEREFORE, the parties do hereby agree to amend the Agreement by substituting the following arrangement in place of any inconsistent language in the Participation Agreement, wherever found: 1. The Fund will provide to the Company each year, at the Fund's costs, such number of prospectuses and Statements of Additional Information as are actually distributed to the Company's then-existing variable life and/or variable annuity contract owners. 2. If the Company takes camera-ready film or computer diskettes containing the Fund's prospectus and/or Statement of Additional Information in lieu of receiving hard copies of these documents, the Fund will reimburse the Company in an amount computed as follows. The number of prospectuses and Statements of Additional Information actually distributed to existing contract owners by the Company will be multiplied by the Fund's actual per-unit cost of printing the documents. 3. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund in order to verify that the prospectuses and Statements of Additional Information provided to the Company, or the reimbursement made to the Company, are or have been used only for the purposes set forth hereinabove. IN WITNESS WHEREOF we have set our hand as of the 15th day of December, 1994. AETNA LIFE INSURANCE & ANNUITY COMPANY By: /s/ Laura R. Estes -------------------------------- Name: Laura R. Estes Title: Senior Vice President VARIABLE INSURANCE PRODUCTS FUND II FIDELITY DISTRIBUTORS CORPORATION By: /s/ J. Gary Burkhead By: /s/ Kurt A. Lange --------------------------------- ------------------------------ Name: J. Gary Burkhead Name: Kurt A. Lange Title: Senior Vice President Title: President THIRD AMENDMENT TO PARTICIPATION AGREEMENT THIS THIRD AMENDMENT TO THE FUND PARTICIPATION AGREEMENT (the "Third Amendment") is made and entered into as of the 1st day of May, 1995, by and among AETNA LIFE INSURANCE AND ANNUITY COMPANY (the "Company") a Connecticut corporation, on its own behalf and on behalf of each segregated asset account of the Company (each an "Account") set forth on Schedule A of the Original Agreement (defined below), and the VARIABLE INSURANCE PRODUCTS FUND II, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (the "Underwriter"), a Massachusetts corporation. WITNESSETH WHEREAS, the Company, the Fund and the Underwriter are parties to a Participation Agreement, dated February 1, 1994, as supplemented by First Amendment to Participation Agreement dated as of February 1, 1995 and Amendment No. 2 to Participation Agreement dated as of December 15, 1994, (the "Original Agreement"); and WHEREAS, the Company, the Fund and the Underwriter now desire to modify the Original Agreement (i) to add an additional Account; and (ii) to add additional Contracts funded by each Account. NOW THEREFORE, in consideration of the premises and the mutual covenants and promises expressed herein, the parties agree as follows: 1. Schedule A of the Original Agreement is hereby deleted and replaced with Schedule A attached hereto, effective as of May 1, 1995; 2. the Original Agreement, as supplemented by this Third Amendment, is ratified and confirmed; and 3. this Third Amendment may be executed in two or more counterparts, which together shall constitute one instrument. IN WITNESS WHEREOF, the parties have executed this Third Amendment as of the date first above written. AETNA LIFE INSURANCE AND ANNUITY COMPANY By: /s/ Scott Striegel -------------------------------------- Scott Striegel Senior Vice President VARIABLE INSURANCE PRODUCTS FUND II By: /s/ J. Gary Burkhead -------------------------------------- Name: J. Gary Burkhead Title: Senior Vice President FIDELITY DISTRIBUTORS CORPORATION By: /s/ Kurt A. Lange -------------------------------------- Name: Kurt A. Lange Title: President -2- SCHEDULE A - -------------------------------------------------------------------------------- Policy Form Numbers of Contracts Issued Name of Separate Account Through Separate Account - -------------------------------------------------------------------------------- Variable Annuity Account B I-CDA-IC-(IR/NY) I-CDA-IC(NQ/NY) I-CDA-IC-(IR/MP) I-CDA-IC(NQ/MP) G-CDA-IB(IR) G-CDA-IC(IR) G-CDA-IC(NQ) GMCC-IC(NQ) G-CDA-HF I-CDA-IA I-CDA-HI(NQ) G-CDA-ID(DC) G-CDA-GP1(4/94) I-CDA-GP1(4/94) - -------------------------------------------------------------------------------- Variable Life Account B 70180-93US 70182-93US 70181-94US 38899 38899-90 38899-93 - -------------------------------------------------------------------------------- Variable Annuity Account C G-CDA-IB(XC/SM) G-CDA-IA(RPM/XC) G-CDA-IB(AORP) G-CDA-IB(ATORP) G-401-IB(X/M) G-CDA-HF GTCC-HF G-CDA-IA(RP) G-TDA-HH(XC/M) G-TDA-HH(XC/S) IRA-CDA-IC IP-CDA-IB(WI) IP-CDA-IB(MN) IP-CDA-IB(WA) G-CDA-ID(DC) GIP-CDA-HB I-CDA-HD G-CDA-IB(IR) - -------------------------------------------------------------------------------- Separate Account D GF-PVA-IC(NY) GF-PVA-IC(CA) GF-PVA-IC(NJ) GFA-PVA-IC F.6F-PVA-TR - -------------------------------------------------------------------------------- Any state variation of the above-referenced contracts are considered included on this Schedule A. Date of Amendment: May 1, 1995 FOURTH AMENDMENT TO PARTICIPATION AGREEMENT THIS FOURTH AMENDMENT TO THE FUND PARTICIPATION AGREEMENT (the "Fourth Amendment") is made and entered into as of the 1st day of January, 1996, by and among AETNA LIFE INSURANCE AND ANNUITY COMPANY (the "Company") a Connecticut corporation, on its own behalf and on behalf of each segregated asset account of the Company (each an "Account") set forth on Schedule A of the Original Agreement (defined below), and the VARIABLE INSURANCE PRODUCTS FUND II an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (the "Underwriter"), a Massachusetts corporation. WITNESSETH WHEREAS, the Company, the Fund and the Underwriter are parties to a Participation Agreement, dated February 1, 1994, as supplemented by First Amendment to Participation Agreement dated as of February 1, 1995, Amendment No. 2 to Participation Agreement dated as of December 15, 1994, and Third Amendment to Participation Agreement dated as of May 1, 1995 (the "Original Agreement"); and WHEREAS, the Company, the Fund and the Underwriter now desire to modify the Original Agreement to add additional Contracts funded by Variable Annuity Account C. NOW THEREFORE, in consideration of the premises and the mutual covenants and promises expressed herein, the parties agree as follows: 1. Schedule A of the Original Agreement is hereby deleted and replaced with Schedule A attached hereto, effective as of January 1, 1996; 2. the Original Agreement, as supplemented by this Fourth Amendment, is ratified and confirmed; and 3. this Fourth Amendment may be executed in two or more counterparts, which together shall constitute one instrument. IN WITNESS WHEREOF, the parties have executed this Fourth Amendment as of the date first above written. AETNA LIFE INSURANCE AND ANNUITY COMPANY By: /s/ Christopher J. Burns ------------------------------------ Name: Christopher J. Burns Title: Senior Vice President VARIABLE INSURANCE PRODUCTS FUND II By: /s/ J. Gary Burkhead ------------------------------------ Name: J. Gary Burkhead Title: Senior Vice President FIDELITY DISTRIBUTORS CORPORATION By: /s/ Kurt A. Lange ------------------------------------ Name: Kurt A. Lange Title: President 2 SCHEDULE A - -------------------------------------------------------------------------------- Policy Form Numbers of Contracts Issued Name of Separate Account Through Separate Account - -------------------------------------------------------------------------------- Variable Annuity Account B I-CDA-IC(IR/NY) I-CDA-IC(NQ/NY) I-CDA-IC(IR/MP) I-CDA-IC(NQ/MP) G-CDA-IB(IR) G-CDA-IC(IR) G-CDA-IC(NQ) GMCC-IC(NQ) G-CDA-HF I-CDA-IA I-CDA-HI(NQ) G-CDA-ID(DC) G-CDA-GP1(4/94) I-CDA-GP1(4/94) - -------------------------------------------------------------------------------- Variable Life Account B 70180-93US 70182-93US 70181-94US 38899 38899-90 38899-93 70225-95 - -------------------------------------------------------------------------------- Variable Annuity Account C G-CDA-IB(XC/SM) G-CDA-IA(RPM/XC) G-CDA-IB(AORP) G-CDA-IB(ATORP) G-401-IB(X/M) G-CDA-HF GTCC-HF G-CDA-IA(RP) G-TDA-HH(XC/M) G-TDA-HH(XC/S) GLID-CDA-HO IRA-CDA-IC IP-CDA-IB(WI) IP-CDA-IB(MN) IP-CDA-IB(WA) G-CDA-ID(DC) GIP-CDA-HB I-CDA-HD IA-CDA-IA G-CDA-IB(IR) - -------------------------------------------------------------------------------- Separate Account D GF-PVA-IC(NY) GF-PVA-IC(CA) GF-PVA-IC(NJ) GFA-PVA-IC F.6F-PVA-TR - -------------------------------------------------------------------------------- Any state variation of the above-referenced contracts are considered included on this Schedule A. Date of Amendment: January 1, 1996 FIFTH AMENDMENT TO PARTICIPATION AGREEMENT THIS FIFTH AMENDMENT TO THE FUND PARTICIPATION AGREEMENT (the "Fifth Amendment") is made and entered into as of the 1st day of March, 1996, by and among AETNA LIFE INSURANCE AND ANNUITY COMPANY (the "Company") a Connecticut corporation, on its own behalf and on behalf of each segregated asset account of the Company (each an "Account") set forth on Schedule A of the Original Agreement (defined below), and the VARIABLE INSURANCE PRODUCTS FUND II an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (the "Underwriter"), a Massachusetts corporation. WITNESSETH WHEREAS, the Company, the Fund and the Underwriter are parties to a Participation Agreement, dated February 1, 1994, as supplemented by First Amendment to Participation Agreement dated as of February 1, 1995, Amendment No. 2 to Participation Agreement dated as of December 15, 1994, Third Amendment to Participation Agreement dated as of May 1, 1995 and Fourth Amendment to Participation Agreement dated as of January 1, 1996 (the "Original Agreement"); and WHEREAS, the Company, the Fund and the Underwriter now desire to modify the Original Agreement to add additional Contracts funded by Variable Annuity Account C. NOW THEREFORE, in consideration of the premises and the mutual covenants and promises expressed herein, the parties agree as follows: 1. Schedule A of the Original Agreement is hereby deleted and replaced with Schedule A attached hereto, effective as of March 1, 1996; 2. the Original Agreement, as supplemented by this Fifth Amendment, is ratified and confirmed; and 3. this Fifth Amendment may be executed in two or more counterparts, which together shall constitute one instrument. IN WITNESS WHEREOF, the parties have executed this Fifth Amendment as of the date first above written. AETNA LIFE INSURANCE AND ANNUITY COMPANY By: /s/ Laura R. Estes ---------------------------- Name: Laura R. Estes Title: Senior Vice President VARIABLE INSURANCE PRODUCTS FUND II By: /s/ J. Gary Burkhead ------------------------------------ Name: J. Gary Burkhead Title: Senior Vice President FIDELITY DISTRIBUTORS CORPORATION By: /s/ Kurt A. Lange ------------------------------------ Name: Kurt A. Lange Title: President -2- SCHEDULE A - -------------------------------------------------------------------------------- Policy Form Numbers of Contracts Issued Name of Separate Account Through Separate Account - -------------------------------------------------------------------------------- Variable Annuity Account B I-CDA-IC(IR/NY) I-CDA-IC(NQ/NY) I-CDA-IC(IR/MP) I-CDA-IC(NQ/MP) G-CDA-IB(IR) G-CDA-IC(IR) G-CDA-IC(NQ) GMCC-IC(NQ) G-CDA-HF I-CDA-IA I-CDA-HI(NQ) G-CDA-ID(DC) G-CDA-GP1(4/94) I-CDA-GP1(4/94) - -------------------------------------------------------------------------------- Variable Life Account B 70180-93US 70182-93US 70181-94US 38899 38899-90 38899-93 70225-95 - -------------------------------------------------------------------------------- Variable Annuity Account C G-CDA-IB(XC/SM) G-CDA-IA(RPM/XC) G-CDA-IB(AORP) G-CDA-IB(ATORP) G-401-IB(X/M) G-CDA-HF GTCC-HF G-CDA-IA(RP) G-TDA-HH(XC/M) G-TDA-HH(XC/S) GLID-CDA-HO IRA-CDA-IC IP-CDA-IB(WI) IP-CDA-IB(MN) IP-CDA-IB(WA) G-CDA-ID(DC) GIP-CDA-HB I-CDA-HD IA-CDA-IA G-CDA-IB(IR) A001RP95 A007RC95 A020RV95 A027RV95 - -------------------------------------------------------------------------------- Separate Account D GF-PVA-IC(NY) GF-PVA-IC(CA) GF-PVA-IC(NJ) GFA-PVA-IC F.6F-PVA-TR - -------------------------------------------------------------------------------- Any state variation of the above-referenced contracts are considered included on this Schedule A. Date of Amendment: March 1, 1996 EX-99.B.15.1 10 POWER OF ATTORNEY Power of Attorney I, Daniel P. Kearney, Director and President (principal executive officer) of Aetna Life Insurance and Annuity Company, do hereby constitute and appoint Susan E. Bryant, Kirk P. Wickman, and Julie E. Rockmore and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission by Aetna Life Insurance and Annuity Company under the Securities Act of 1933 and/or the Investment Company Act of 1940, including but not limited to pre-effective amendments and post-effective amendments to such filings: Registration Statements filed under the Securities Act of 1933: 2-52448 33-75960 33-75998 2-52449 33-75962 33-75996 33-02339 33-75964 33-76000 33-34370 33-75966 33-76002 33-34583 33-75968 33-76004 33-42555 33-75970 33-76018 33-60477 33-75972 33-76024 33-61897 33-75974 33-76026 33-62473 33-75976 33-79118 33-63657 33-75978 33-79122 333-01107 33-75980 33-81216 33-63611 33-75982 33-87642 33-64277 33-75984 33-87932 33-64331 33-75986 33-88720 33-75248 33-75988 33-88722 33-75954 33-75990 33-88724 33-75956 33-75992 33-89858 33-75958 33-75994 33-91846 333-15187 333-09515 Registration Statements filed under the Investment Company Act of 1940: 811-2512 811-2513 811-4536 811-5906
hereby ratifying and confirming on this 22nd day of January, 1997 my signature as it may be signed by my said attorneys to any such registration statements, applications and any and all amendments thereto: /s/ Daniel P. Kearney - ---------------------------------------------------------------- Daniel P. Kearney Director and President (principal executive officer) Power of Attorney I, Deborah Koltenuk, Vice President and Treasurer, Corporate Controller of Aetna Life Insurance and Annuity Company, do hereby constitute and appoint Susan E. Bryant, Kirk P. Wickman, and Julie E. Rockmore and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission by Aetna Life Insurance and Annuity Company under the Securities Act of 1933 and/or the Investment Company Act of 1940, including but not limited to pre-effective amendments and post-effective amendments to such filings: Registration Statements filed under the Securities Act of 1933: 2-52448 33-75960 33-75998 2-52449 33-75962 33-75996 33-02339 33-75964 33-76000 33-34370 33-75966 33-76002 33-34583 33-75968 33-76004 33-42555 33-75970 33-76018 33-60477 33-75972 33-76024 33-61897 33-75974 33-76026 33-62473 33-75976 33-79118 33-63657 33-75978 33-79122 333-01107 33-75980 33-81216 33-63611 33-75982 33-87642 33-64277 33-75984 33-87932 33-64331 33-75986 33-88720 33-75248 33-75988 33-88722 33-75954 33-75990 33-88724 33-75956 33-75992 33-89858 33-75958 33-75994 33-91846 333-15187 333-09515 Registration Statements filed under the Investment Company Act of 1940: 811-2512 811-2513 811-4536 811-5906
hereby ratifying and confirming on this 20th day of January, 1997 my signature as it may be signed by my said attorneys to any such registration statements, applications and any and all amendments thereto: /s/ Deborah Koltenuk - ---------------------------------------------------------------- Deborah Koltenuk Vice President and Treasurer, Corporate Controller POWER OF ATTORNEY I, Timothy A. Holt, Director and Chief Financial Officer, Aetna Life Insurance and Annuity Company, do hereby constitute and appoint Susan E. Bryant, Kirk P. Wickman, and Julie E. Rockmore and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission by Aetna Life Insurance and Annuity Company under the Securities Act of 1933 and/or the Investment Company Act of 1940, including but not limited to pre-effective amendments and post-effective amendments to such filings: Registration Statements filed under the Securities Act of 1933: 2-52448 33-75960 33-75998 2-52449 33-75962 33-75996 33-02339 33-75964 33-76000 33-34370 33-75966 33-76002 33-34583 33-75968 33-76004 33-42555 33-75970 33-76018 33-60477 33-75972 33-76024 33-61897 33-75974 33-76026 33-62473 33-75976 33-79118 33-63657 33-75978 33-79122 333-01107 33-75980 33-81216 33-63611 33-75982 33-87642 33-64277 33-75984 33-87932 33-64331 33-75986 33-88720 33-75248 33-75988 33-88722 33-75954 33-75990 33-88724 33-75956 33-75992 33-89858 33-75958 33-75994 33-91846 333-15187 333-09515 Registration Statements filed under the Investment Company Act of 1940: 811-2512 811-2513 811-4536 811-5906
hereby ratifying and confirming on this 22nd day of January, 1997 my signature as it may be signed by my said attorneys to any such registration statements, applications and any and all amendments thereto: /s/ Timothy A. Holt - ---------------------------------------------------------------- Timothy A. Holt Director and Chief Financial Officer POWER OF ATTORNEY I, Christopher J. Burns, Director, Aetna Life Insurance and Annuity Company, do hereby constitute and appoint Susan E. Bryant, Kirk P. Wickman, and Julie E. Rockmore and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission by Aetna Life Insurance and Annuity Company under the Securities Act of 1933 and/or the Investment Company Act of 1940, including but not limited to pre-effective amendments and post-effective amendments to such filings: Registration Statements filed under the Securities Act of 1933: 2-52448 33-75960 33-75998 2-52449 33-75962 33-75996 33-02339 33-75964 33-76000 33-34370 33-75966 33-76002 33-34583 33-75968 33-76004 33-42555 33-75970 33-76018 33-60477 33-75972 33-76024 33-61897 33-75974 33-76026 33-62473 33-75976 33-79118 33-63657 33-75978 33-79122 333-01107 33-75980 33-81216 33-63611 33-75982 33-87642 33-64277 33-75984 33-87932 33-64331 33-75986 33-88720 33-75248 33-75988 33-88722 33-75954 33-75990 33-88724 33-75956 33-75992 33-89858 33-75958 33-75994 33-91846 333-15187 333-09515 Registration Statements filed under the Investment Company Act of 1940: 811-2512 811-2513 811-4536 811-5906
hereby ratifying and confirming on this 22nd day of January, 1997 my signature as it may be signed by my said attorneys to any such registration statements, applications and any and all amendments thereto: /s/ Christopher J. Burns - ---------------------------------------------------------------- Christopher J. Burns Director POWER OF ATTORNEY I, Laura R. Estes, Director, Aetna Life Insurance and Annuity Company, do hereby constitute and appoint Susan E. Bryant, Kirk P. Wickman, and Julie E. Rockmore and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission by Aetna Life Insurance and Annuity Company under the Securities Act of 1933 and/or the Investment Company Act of 1940, including but not limited to pre-effective amendments and post-effective amendments to such filings: Registration Statements filed under the Securities Act of 1933: 2-52448 33-75960 33-75998 2-52449 33-75962 33-75996 33-02339 33-75964 33-76000 33-34370 33-75966 33-76002 33-34583 33-75968 33-76004 33-42555 33-75970 33-76018 33-60477 33-75972 33-76024 33-61897 33-75974 33-76026 33-62473 33-75976 33-79118 33-63657 33-75978 33-79122 333-01107 33-75980 33-81216 33-63611 33-75982 33-87642 33-64277 33-75984 33-87932 33-64331 33-75986 33-88720 33-75248 33-75988 33-88722 33-75954 33-75990 33-88724 33-75956 33-75992 33-89858 33-75958 33-75994 33-91846 333-15187 333-09515 Registration Statements filed under the Investment Company Act of 1940: 811-2512 811-2513 811-4536 811-5906
hereby ratifying and confirming on this 22nd day of January, 1997 my signature as it may be signed by my said attorneys to any such registration statements, applications and any and all amendments thereto: /s/ Laura R. Estes - ---------------------------------------------------------------- Laura R. Estes Director POWER OF ATTORNEY I, Gail P. Johnson, Director, Aetna Life Insurance and Annuity Company, do hereby constitute and appoint Susan E. Bryant, Kirk P. Wickman, and Julie E. Rockmore and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission by Aetna Life Insurance and Annuity Company under the Securities Act of 1933 and/or the Investment Company Act of 1940, including but not limited to pre-effective amendments and post-effective amendments to such filings: Registration Statements filed under the Securities Act of 1933: 2-52448 33-75960 33-75998 2-52449 33-75962 33-75996 33-02339 33-75964 33-76000 33-34370 33-75966 33-76002 33-34583 33-75968 33-76004 33-42555 33-75970 33-76018 33-60477 33-75972 33-76024 33-61897 33-75974 33-76026 33-62473 33-75976 33-79118 33-63657 33-75978 33-79122 333-01107 33-75980 33-81216 33-63611 33-75982 33-87642 33-64277 33-75984 33-87932 33-64331 33-75986 33-88720 33-75248 33-75988 33-88722 33-75954 33-75990 33-88724 33-75956 33-75992 33-89858 33-75958 33-75994 33-91846 333-15187 333-09515 Registration Statements filed under the Investment Company Act of 1940: 811-2512 811-2513 811-4536 811-5906
hereby ratifying and confirming on this 17th day of January, 1997 my signature as it may be signed by my said attorneys to any such registration statements, applications and any and all amendments thereto: /s/ Gail P. Johnson - ---------------------------------------------------------------- Gail P. Johnson Director POWER OF ATTORNEY I, John Y. Kim, Director, Aetna Life Insurance and Annuity Company, do hereby constitute and appoint Susan E. Bryant, Kirk P. Wickman, and Julie E. Rockmore and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission by Aetna Life Insurance and Annuity Company under the Securities Act of 1933 and/or the Investment Company Act of 1940, including but not limited to pre-effective amendments and post-effective amendments to such filings: Registration Statements filed under the Securities Act of 1933: 2-52448 33-75960 33-75998 2-52449 33-75962 33-75996 33-02339 33-75964 33-76000 33-34370 33-75966 33-76002 33-34583 33-75968 33-76004 33-42555 33-75970 33-76018 33-60477 33-75972 33-76024 33-61897 33-75974 33-76026 33-62473 33-75976 33-79118 33-63657 33-75978 33-79122 333-01107 33-75980 33-81216 33-63611 33-75982 33-87642 33-64277 33-75984 33-87932 33-64331 33-75986 33-88720 33-75248 33-75988 33-88722 33-75954 33-75990 33-88724 33-75956 33-75992 33-89858 33-75958 33-75994 33-91846 333-15187 333-09515 Registration Statements filed under the Investment Company Act of 1940: 811-2512 811-2513 811-4536 811-5906
hereby ratifying and confirming on this 21st day of January, 1997 my signature as it may be signed by my said attorneys to any such registration statements, applications and any and all amendments thereto: /s/ John Y. Kim - ---------------------------------------------------------------- John Y. Kim Director POWER OF ATTORNEY I, Shaun P. Mathews, Director, Aetna Life Insurance and Annuity Company, do hereby constitute and appoint Susan E. Bryant, Kirk P. Wickman, and Julie E. Rockmore and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission by Aetna Life Insurance and Annuity Company under the Securities Act of 1933 and/or the Investment Company Act of 1940, including but not limited to pre-effective amendments and post-effective amendments to such filings: Registration Statements filed under the Securities Act of 1933: 2-52448 33-75960 33-75998 2-52449 33-75962 33-75996 33-02339 33-75964 33-76000 33-34370 33-75966 33-76002 33-34583 33-75968 33-76004 33-42555 33-75970 33-76018 33-60477 33-75972 33-76024 33-61897 33-75974 33-76026 33-62473 33-75976 33-79118 33-63657 33-75978 33-79122 333-01107 33-75980 33-81216 33-63611 33-75982 33-87642 33-64277 33-75984 33-87932 33-64331 33-75986 33-88720 33-75248 33-75988 33-88722 33-75954 33-75990 33-88724 33-75956 33-75992 33-89858 33-75958 33-75994 33-91846 333-15187 333-09515 Registration Statements filed under the Investment Company Act of 1940: 811-2512 811-2513 811-4536 811-5906
hereby ratifying and confirming on this 22nd day of January, 1997 my signature as it may be signed by my said attorneys to any such registration statements, applications and any and all amendments thereto: /s/ Shaun P. Mathews - ---------------------------------------------------------------- Shaun P. Mathews Director POWER OF ATTORNEY I, Glen Salow, Director, Aetna Life Insurance and Annuity Company, do hereby constitute and appoint Susan E. Bryant, Kirk P. Wickman, and Julie E. Rockmore and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission by Aetna Life Insurance and Annuity Company under the Securities Act of 1933 and/or the Investment Company Act of 1940, including but not limited to pre-effective amendments and post-effective amendments to such filings: Registration Statements filed under the Securities Act of 1933: 2-52448 33-75960 33-75998 2-52449 33-75962 33-75996 33-02339 33-75964 33-76000 33-34370 33-75966 33-76002 33-34583 33-75968 33-76004 33-42555 33-75970 33-76018 33-60477 33-75972 33-76024 33-61897 33-75974 33-76026 33-62473 33-75976 33-79118 33-63657 33-75978 33-79122 333-01107 33-75980 33-81216 33-63611 33-75982 33-87642 33-64277 33-75984 33-87932 33-64331 33-75986 33-88720 33-75248 33-75988 33-88722 33-75954 33-75990 33-88724 33-75956 33-75992 33-89858 33-75958 33-75994 33-91846 333-15187 333-09515 Registration Statements filed under the Investment Company Act of 1940: 811-2512 811-2513 811-4536 811-5906
hereby ratifying and confirming on this 17th day of January, 1997 my signature as it may be signed by my said attorneys to any such registration statements, applications and any and all amendments thereto: /s/ Glen Salow - ---------------------------------------------------------------- Glen Salow Director POWER OF ATTORNEY I, Creed R. Terry, Director, Aetna Life Insurance and Annuity Company, do hereby constitute and appoint Susan E. Bryant, Kirk P. Wickman, and Julie E. Rockmore and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission by Aetna Life Insurance and Annuity Company under the Securities Act of 1933 and/or the Investment Company Act of 1940, including but not limited to pre-effective amendments and post-effective amendments to such filings: Registration Statements filed under the Securities Act of 1933: 2-52448 33-75960 33-75998 2-52449 33-75962 33-75996 33-02339 33-75964 33-76000 33-34370 33-75966 33-76002 33-34583 33-75968 33-76004 33-42555 33-75970 33-76018 33-60477 33-75972 33-76024 33-61897 33-75974 33-76026 33-62473 33-75976 33-79118 33-63657 33-75978 33-79122 333-01107 33-75980 33-81216 33-63611 33-75982 33-87642 33-64277 33-75984 33-87932 33-64331 33-75986 33-88720 33-75248 33-75988 33-88722 33-75954 33-75990 33-88724 33-75956 33-75992 33-89858 33-75958 33-75994 33-91846 333-15187 333-09515 Registration Statements filed under the Investment Company Act of 1940: 811-2512 811-2513 811-4536 811-5906
hereby ratifying and confirming on this 22nd day of January, 1997 my signature as it may be signed by my said attorneys to any such registration statements, applications and any and all amendments thereto: /s/ Creed R. Terry - ---------------------------------------------------------------- Creed R. Terry Director
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