Aetna Insurance Company of America Home Office: 151 Farmington Avenue Hartford, Connecticut 06156 Aetna Insurance Company of America (We or Us) agrees to pay benefits according to the terms and conditions set forth in this Contract. Certificate of...

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

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

Accumulation Unit - A measure of the net investment results for each variable investment option during the Accumulation Period.

The Accumulation Units for the applicable Funds are used to calculate the portion of a Certificate Holder's Account Value attributable to a Separate Account during the Accumulation Period.

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

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

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

Annuity Date - The date on which Annuity payments commence.

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

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

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

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

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

Certificate Holder - A person who has established a Certificate

Account under a group Contract. We reserve the right to

ownership to natural persons. If more than one Certificate

owns an Account, each Certificate Holder shall be a joint

Holder. Any joint Certificate Holder must be the

of the other joint Certificate Holder. Joint Certificate

have joint ownership rights and both must authorize any

of those ownership rights unless otherwise allowed by

Certificate Holder's Account - A record We establish for each

Holder to maintain values under a group Contract.

Certificate Holder's Account Value - The dollar value as of any

Period of all amounts accumulated in a Certificate

Account.

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

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

Fund - One of the variable investment options which may be

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

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

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

Home Office - Our headquarters, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.

Market Value Adjustment - An adjustment to any withdrawal made from the AG Account before the end of a guaranteed term as stated in Section 7.11.

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

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

Separate Account - A separate account that buys and holds shares of the Fund(s). Income, gains or losses, realized or unrealized, are credited or charged to the Separate Account without regard to Our other income, gains or losses. We own the assets held in the Separate Account and are not a trustee as to such amounts. The

Account generally is not guaranteed and is held at

value. The name of the Separate Account is shown on the

Schedule. The assets of the Separate Account, to the

of reserves and other Contract liabilities of the Separate

will not be charged with Our other liabilities.

Valuation Period - The period of time for which a Fund determines

net asset value, usually from 4:15 p.m. Eastern time each day

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

its net asset value. The assets of the Separate

are not chargeable with the liabilities arising out of

other business We may conduct.

Variable Annuity Contract - An Annuity Contract providing for the

of value and/or for Annuity payments which vary in

based on investment results.

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

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

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

We will pay the amount of any underpayment.

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

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

Protection of Proceeds - To the extent permitted by law, all

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

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

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

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

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

Net Purchase Payment (1.23)

AG Account Guaranteed Interest Rate (7.01)

Net Return Factor (6.05)

Certificate Holder's Account Value (1.14)

Deferred Sales Charge (8.04)

Annuity Unit Value (12.04)

Annuity Options (12.06)

Fixed Annuity Interest Rates (12.01)

Transfers (8.02).

No earlier than twelve (12) months after the Effective Date; and

No earlier than twelve (12) months after the effective date of any prior change.

Certificate Holder Rights - The Certificate Holder has all

and right to amounts held in his or her Certificate

Account. The Certificate Holder and any joint

Holder are named on the Specifications page. The

Holder and any joint Certificate Holder may exercise

the rights under the Certificate Holder's Account, subject to

rights of:

Any assignee under an assignment filed at our Home Office; and

Any irrevocably named Beneficiary.

the death of a Certificate Holder prior to the Annuity Date,

spousal Beneficiary may elect to continue the Certificate

Account in his or her own name and retain all ownership

and privileges or take distribution of the death benefit

defined in Section 10.

Transfer of Ownership - The Group Contract Holder may transfer

of this Contract. A written request, dated and signed,

be filed at our Home Office.

transfer of ownership terminates the interest of any existing

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

Death of Beneficiary - If all of the Beneficiaries and contingent Beneficiaries die prior to the Certificate Holder's death, We pay the death benefit in one sum to the Certificate Holder's estate.

Allocation of Purchase Payments - The Certificate Holder may

to have each Net Purchase Payment accumulate:

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

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

In a combination of any of the available investment options.

Purchase Payments must be allocated in whole percentages. For

Purchase Payments, if no allocation instructions are

with the Purchase Payment, the allocation will be as

in the most recent directive from the Certificate

If the same

Investment Allocations to the Separate Account - The assets of the Separate Account are segregated by Fund. If the shares of any Fund are no longer available for investment by the Separate

Valuation of Assets - The shares of the Funds will be valued at

net asset value at the end of each Valuation Period.

Accumulation Unit - A Net Purchase Payment that is allocated to

or more Funds is credited to the Certificate Holder's Account

Accumulation Units. The number of Accumulation Units credited

determined by dividing the applicable portion of the Net

Payment by the Accumulation Unit value for the

Fund. The Accumulation Unit value used is that which

computed for the next Valuation Period after which the

Payment is received at our Home Office. Accumulation

attributable to the initial Purchase Payments will be

within two business days of acceptance.

Unit values may increase or decrease from Valuation

to Valuation Period.

Net Return Factor for Each Valuation Period - The value of an

Unit for any Valuation Period is calculated by

the Accumulation Unit value for the immediately

Valuation Period by the net return factor of the

Fund for the current period.

net return factor for each Fund is equal to 1.0000000 plus

net return rate.

net return rate equals:

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

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

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

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

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

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

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

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

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

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

Guaranteed Term(s) Groups - All AG Account guaranteed term(s)

the same length of time from the close of the deposit period

the designated Maturity Date.

Majority Date - The last day of a guaranteed term.

Allocation of Net Purchase Payments to the AG Account - When the

Holder wishes to allocate all or any portion of a Net

Payment to the AG Account, he or she must tell Us the

to apply to one or more of the AG Account guaranteed

available during the current deposit period. If no

instructions are received, a Net Purchase Payment is

as indicated in the most recent directive from the

Holder. If the same guaranteed term is not available

any amount allocated to the AG Account, We will allocate the

to the next shortest guaranteed term available. If no

guaranteed term is available, We will allocate it to the

longest guaranteed term.

AG Account Guaranteed Term Maturity Date and Maturity Value - On

maturity date, the value of the total of all amounts

to that guaranteed term is called the maturity value.

Certificate Holders have assets in the AG Account, at least

(18) days before a maturity date, We notify them of the:

Projected maturity value; and

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

no allocation instructions are received and the assets in a

term have been reinvested by Us in another guaranteed

on the maturity date, the Certificate Holder may transfer or

during the month following the maturity date, the

amount with interest earned (as of the date the

is received at our Home Office) without incurring a

Value Adjustment. This transaction is allowed only once

each maturity date, regardless of whether the transfer or

is partial or full.

Transfers from the AG Account - A Certificate Holder may transfer

portion, or all, of an amount in the AG Account to one or

of the Funds or to another available guaranteed term. The

withdrawn for any reason before the maturity date is

to a Market Value Adjustment.

Withdrawals from the AG Account - When the Certificate Holder

a withdrawal from the AG Account, if instructions are

provided by the Certificate Holder, amounts are withdrawn on

pro rata basis from the guaranteed term(s) groups in which the

Holder's Account is currently invested. Within a

term group, the amount to be withdrawn will be

first from the oldest deposit period. Except on the

date, withdrawals from the AG Account will be subject to

Market Value Adjustment.

Reinvestment - We will mail a notice to the Certificate Holder

a guaranteed term's

AG Account Market Value Adjustment (Factor) - The Market Value Adjustment factor (MVA factor) reflects any change in interest rates from the time assets are allocated to the AG Account to the time they are transferred or withdrawn. An MVA factor is applied to any amount withdrawn or transferred from the AG Account before the end of a guaranteed term, including amounts paid in a lump sum death benefit or applied to an Annuity Option.

The amount withdrawn from the AG Account is multiplied by the MVA factor which is calculated as follows:

Transfers During the Accumulation Period - Before the Annuity

the Certificate Holder may transfer from any Fund or

term of the AG Account to:

Any other Fund; or

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

requests can be submitted as a percentage or as a dollar

We may establish a minimum transfer amount. Within a

term group, the amount transferred is withdrawn first

the oldest deposit period, then from the next oldest, and so

until the amount requested is satisfied.

Certificate Holder may make an unlimited number of transfers

the Accumulation Period. The number of free transfers

is shown on the Contract Schedule. Transfers in excess of

number may be subject to the transfer charge shown on the

Schedule. Transfers of a matured term value from the AG

on or within one calendar month after a guaranteed term's

date do not count against the annual transfer limit.

applied to guaranteed terms of the AG Account may not be

to the Funds or to another guaranteed term during the

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

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

Deferred Sales Charge - The deferred sales charge only applies to the portion of the amount

Waiver of Deferred Sales Charge - No deferred sales charge is

when a Certificate Holder's Account Value is paid:

To a Beneficiary as a death benefit, except for Purchase

made by a surviving joint Certificate Holder as

in Section 10.02(b);

As a premium for an Annuity Option;

At least the number of months, as shown on the Contract

after the date of the first Purchase Payment and

an amount equal to or less than the percentage of the

Holder's Account Value as shown on the Contract

This applies to the first withdrawal request,

or full, in a calendar year. The Certificate

Account Value is calculated as of the date the

request is received in good order at our Home

This waiver is not available to the Certificate

while a SWO is in effect;

For a full withdrawal where the Certificate Holder's

Value does not exceed the amount shown on the

Schedule and no withdrawals have been taken from

Certificate Holder's Account within the prior 12 months;

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

a distribution which is part of a SWO under Section

reserve the right to allow the proceeds of a total withdrawal

be reinstated under the terms and conditions as established by

from time to time.

Payment of Adjusted Certificate Holder Account Value - Upon 90

written notice to the Certificate Holder, We will terminate

Certificate Holder's Account if the Certificate Holder's

Value becomes less than $1,500 immediately following any

withdrawal. We do not intend to exercise this right in

where the Certificate Holder's Account Value is reduced to

or less solely due to investment performance. When We make

distribution pursuant to this provision, the deferred sales

will not be deducted.

Systematic Withdrawal Option (SWO) - We will allow the

Holder to establish a schedule of withdrawals to be

automatically from the Certificate Holder's Account Value.

distributed amounts will be withdrawn on a pro rata basis

the Fund(s) and/or the guaranteed term(s) groups of the AG

in which the Certificate Holder's Account is invested.

Certificate Holder must elect one of the following SWO

Specified Payment: Payments of a designated dollar amount.

annual amount may not be greater than the percentage of

Certificate Holder's Account Value at time of the

as shown on the Contract Schedule. This annual

amount will remain constant. At our discretion, We

require a minimum payment amount; or

Specified Period: Payments which are made over a period of

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

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

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

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

For each Certificate year thereafter, the death benefit during the Certificate year equals the death benefit at the beginning of the Certificate year plus Purchase

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

Purchase Payments made by the Certificate Holder during the Certificate year increased by the death benefit factor shown on the Contract Schedule for the portion of the year since the Purchase Payment was made; less

Any withdrawals or amounts applied to an Annuity Option during the Certificate year increased by the death benefit factor shown on the Contract Schedule for the portion of the Certificate year since the withdrawal or election of Annuity option; or

The Certificate Holder's Account Value on the most recent seventh year anniversary of the Effective Date plus any Purchase Payments made after such Effective Date anniversary less any withdrawals and any amounts applied to an Annuity Option.

In the case of a Beneficiary of a surviving joint Certificate Holder who continued the Certificate Holder's Account in his or her own name, the death benefit shall be equal to (a)(i) above less any applicable deferred sales charge on any Purchase Payment made after We have received at our Home Office due proof of death of the first joint Certificate Holder.

Death Benefit Payment Methods - A non-spousal Beneficiary must elect the death benefit to be paid under one of the following methods in the event of the death of the Certificate Holder prior to the Annuity Date:

Method 1 - Lump sum payment of the death benefit; or

Method 2 - The payment of the entire death benefit within (5) years of the date of the Certificate Holder's death; or

Method 3 - Payment of the death benefit over the lifetime of the designated Beneficiary or over a period not extending beyond the life expectancy of the designated Beneficiary with distribution beginning within one year of the date of death of the Certificate Holder.

Any portion of the death benefit not applied under Option 3 within one year of the date of Certificate Holder's death, must be distributed within five (5) years of the date of death. A Market Value Adjustment will apply at the time the death benefit is paid.

A spousal Beneficiary may elect to continue the Certificate Holder's Account in his or her name, elect a lump sum payment of the death benefit or apply the Adjusted Certificate Holder's Account Value to an Annuity Option.

Death of Certificate Holder On or After the Annuity Date - If the Certificate Holder who is not the Annuitant, dies on or after the

Date, the remaining payments under the Annuity Option

will be made to the Beneficiary at least as rapidly as

Death of the Annuitant - If the Annuitant, who is not a Certificate Holder, dies on or before the Annuity Date, a new Annuitant may be named. If no Annuitant is named, the Certificate Holder will be the Annuitant. If the Annuitant dies after the Annuity Date, the death benefit, if any, will be payable to the Beneficiary as specified in the Annuity Option elected. We will require proof of the Annuitant's death. Death benefits will be paid at least as rapidly as under the method of distribution in effect at the Annuitant's death.

The New York Stock Exchange is closed for other than customary weekend and holiday closings;

Trading on the Exchange is restricted;

An emergency exists as a result of which it is not reasonably practicable to dispose of securities held in the Separate Account or determine their value; or

The Securities and Exchange Commission so permits delay for the protection of security holders.

Fixed Annuity using the General Account;

Variable Annuity using any of the Funds available during the Annuity Period; or

Combination of (a) and (b).

Terms of Annuity Options - The minimum first payment amount must be at least $50 per month and at least $250 per year.

If Annuity payments begin any time between July 1, 1992 and December 31, 1999, the adjusted age is the Annuitant's age as of the birthday closest in time to the Annuity Date reduced by one (1) year.

If the Annuity begins any time between January 1, 2000 and December 31, 2009, the adjusted age is the Annuitant's age as of the birthday closest in time to the Annuity Date reduced by two (2) years.

For each succeeding decade, the adjusted age is the Annuitant's age as determined in (b), reduced by one additional year.

The date on which Annuity payments are to begin;

The Annuity Option;

Whether the payments are to be made monthly, quarterly, semiannually or annually; (d) The investment options used to provide Annuity payments.

First day of the month following the Annuitant's birthday shown on the Contract Schedule; or

Tenth anniversary of the last Purchase Payment. In lieu of the election of an Annuity, the Certificate Holder may request a lump sum payment.

Annuity Unit - The number of Annuity Units per Fund is based on

amount of the first variable Annuity payment which is equal

The portion of the Certificate Holder's Account Value (minus any premium taxes) applied to pay a variable Annuity; divided by,

1000; multiplied by,

The payment rate for the Annuity Option chosen.

Annuity Unit Value - For any Valuation Period, a Fund's Annuity

value is equal to:

The value for the previous Valuation Period; multiplied by,

The Annuity Net Return Factor for the Valuation Period; multiplied by,

A daily factor to reflect the Assumed Annual Net Return Rate (the factor for 3.5% per year is .9999058; for 5% per year it is .9998663).

dollar value of a Fund(s) Annuity Unit values and payments

go up or down due to investment gain or loss.

Annuity Net Return Factor - The Annuity net return factor is

to compute all Separate Account Annuity payments for any

Annuity net return factor(s) for each Fund is equal to

plus the net return rate. The net return rate is equal

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

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

Taxes (or reserves for taxes) on the Separate Account (if

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

A daily actuarial charge as shown on the Contract Schedule for Annuity mortality and expense risks and profit and a daily administrative charge which will not exceed the administrative charge as shown on the Contract Schedule.

Annuity Options

100% of the payment to continue after the first death;

66-2/3% of the payment to continue after the first death;

50% of the payment to continue after the first death;

Payments for a minimum of 120 months with 100% 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.