EX-99.B.8.24

[JANUS LOGO] JANUS

                 100 Fillmore Street Denver Colorado 80206 4928
                 PH 303-333-3863   www.janus.com


December 7, 2001                                            JUSTIN B. WRIGHT
                                                            ASSOCIATE COUNSEL

Julie E. Rockmore
Counsel
Aetna Insurance Company of America
151 Farmington Avenue
Hartford, CT  06156

Re:      Fund Participation Agreement - Janus Aspen Series - Institutional
         Shares and Service Shares dated December 8, 1997, as amended

Dear Ms Rockmore:

This letter is to request you enter into a new Fund Participation Agreement
("Agreement") with Janus to permit you to continue to sell Janus Aspen Series
Institutional Shares and Service Shares. We believe a new agreement is required
in light of the following transaction.

As you may be aware, on October 3, 2001, Tom Bailey, Chairman and CEO of Janus
Capital Corporation ("Janus Capital"), exercised certain rights under his
contract with Stilwell Financial Inc. ("Stilwell"), to sell his remaining 6.2%
stake in Janus Capital to Stilwell. Prior to this transaction, Stilwell owned
91.6% of the shares of Janus Capital. Subsequent to this transaction, certain
contractual provisions guaranteeing Mr. Bailey certain management rights will
also terminate. Janus and Stilwell have agreed that Mr. Bailey's contractual
rights will terminate on March 28, 2002. Although the transaction will result in
a change in the ownership structure of Janus Capital, it is anticipated that the
operation of Janus Capital will remain unchanged. Mr. Bailey and Stilwell both
intend that Mr. Bailey will continue to serve as CEO of Janus Capital.

The current Fund Participation Agreement with your firm ("Current Agreement")
provides for automatic termination in the event of its "assignment" as defined
in the 1940 Act. Although the sale of Mr. Bailey's shares is not the sale of a
controlling block of the adviser's shares and therefore not an "assignment"
under the 1940 Act, reasonable arguments can be made that the termination of his
contractual rights does effect an assignment. Since Janus Service Corporation is
a wholly owned subsidiary of Janus Capital, the transaction could also
constitute an "assignment" of the Current Agreement. Therefore, to remove any
doubt as to the continuation of the Current Agreement, we request you enter into
a new Fund Participation Agreement with the same terms as the Current Agreement
(except with a new effective date).



Please indicate your acceptance of a new Fund Participation Agreement, with the
same terms as the Current Agreement, by signing in the space provided below and
returning a signed copy of this letter to us in the enclosed postage paid
envelope no later than January 15, 2001. The new Agreement will be effective as
of the close of business on March 28, 2002.

Thank you for your attention to this matter. If you have any questions or need
additional information, please call me at (303) 316-5748 or Mary Stone at (303)
336-7427.

                                          Very truly yours,

                                          /s/ Justin B. Wright

                                          Justin Wright
                                          Associate Counsel

Acknowledge and Agreed:

AETNA INSURANCE COMPANY
OF AMERICA.

/s/ Laurie M. Tillinghast
-------------------------
Laurie M. Tillinghast
Pursuant to a Delegation of Authority dated 8/12/98
Date:  December 11, 2001
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