Exhibit 99-B.4.10

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Aetna Life Insurance and Annuity Company
Home Office: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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You may call the toll free number shown above to request
information about this Contract.

Aetna Life Insurance and Annuity Company, a stock company, herein called Aetna,
agrees to pay the benefits stated in this Contract.

Group Single Premium Immediate Fixed, Variable or Combination Annuity Contract
(Nonparticipating)

Right to Cancel
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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 AETNA
RECEIVES THE NOTICE OF CANCELLATION AND THIS CONTRACT AT ITS HOME OFFICE, AETNA
WILL RETURN THE AMOUNT OF CERTIFICATE HOLDER PREMIUM RECEIVED PLUS ANY INCREASE
OR MINUS ANY DECREASE IN THE ACCOUNT VALUE OF ANY FUNDS ALLOCATED TO THE
SEPARATE ACCOUNT.

Signed at the Home Office on the Effective Date.

/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President Secretary

The contract sets forth, in detail, all of the rights and obligations of both
the Contract Holder and Aetna. IT IS THEREFORE IMPORTANT THAT YOU READ THIS
CONTRACT CAREFULLY.

The contract and any attached documents constitute the entire legal relationship
between Aetna and the Contract Holder.

Group Single Premium Immediate Fixed, Variable or Combination
Annuity Contract (Nonparticipating)

ALL PAYMENTS AND VALUES PROVIDED BY THE CONTRACT, WHEN BASED ON INVESTMENT
EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT

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SPIA(GR)99 Page 2

Table of Contents

Separate Account ....................................................... 6
Charges to Separate Account ....................................... 6
Variable Annuity Assumed Annual Net Return Rate ................... 6

Transfers .............................................................. 6

I. DEFINITIONS ......................................................... 7
1.01 Account ..................................................... 7
1.02 Annuitant/Joint Annuitant ................................... 7
1.03 Annuity ..................................................... 7
1.04 Beneficiary(ies) ............................................ 7
1.05 Certificate Holder .......................................... 7
1.06 Contract .................................................... 7
1.07 Contract Holder ............................................. 7
1.08 Fixed Annuity ............................................... 7
1.09 Fund(s) ..................................................... 7
1.10 Guaranteed Payment .......................................... 7
1.11 Life Annuity ................................................ 7
1.12 Payee ....................................................... 8
1.13 Period ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ...................................... 8
1.14 Separate Account ............................................ 8
1.15 Survivor .................................................... 8
1.16 Valuation Date .............................................. 8
1.17 Valuation Period ............................................ 8
1.18 Variable Annuity ........................................... 8

II. GENERAL PROVISIONS ................................................. 8
2.01 Premiums .................................................... 8
2.02 Payments .................................................... 8
2.03 Change of Contract .......................................... 9
2.04 Ownership ................................................... 9
2.05 Misstatements and Adjustments ............................... 9
2.06 Incontestability ............................................ 9
2.07 Beneficiary Designation .....................................
2.08 Nonparticipating Contract ................................... 9
2.09 State Laws .................................................. 9

III. VARIABLE ANNUITY PROVISIONS ....................................... 9
3.01 Fund Annuity Units - Separate Account ....................... 9
3.02 Fund Annuity Unit Value ..................................... 10
3.03 Fund Annuity Net Return Factors ............................. 10
3.04 Transfer(s) ................................................. 10
3.05 Notice to the Contract Holder ............................... 10
3.06 Change of Fund(s) ........................................... 11

IV. BENEFIT PROVISIONS ................................................. 11
4.01 Death Benefit Provision ...................................... 11

SPIA(GR)99 Page 3

SPECIFICATIONS

Contract Holder: ABC Corporation

Group Contract No.: M2828

Contract Effective Date: February 14, 1999

Individual Account information can be found on the certificate
Specifications page.

SPIA(GR)99 Page 4

Contract Schedule

Separate Account
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Charges to Separate Account

A daily charge at an annual effective rate of 1.25% for mortality
and expense risk and profit (M & E) is deducted from any portion
of the Account value allocated to a Variable Annuity. A daily
charge at an annual effective rate of up to 0.25% for
administration is deducted from any portion of the Account value
allocated to a Variable Annuity.

Variable Annuity Assumed Annual Net Return Rate

If a Variable Annuity is chosen, an assumed annual net return
rate of 5.0% may be elected. If 5.0% is not elected, Aetna will
use an assumed annual net return rate of 3.5%.

The daily net return rate factor for an assumed annual net return
rate of 3.5% per year is 0.9999058. The daily net return rate
factor for an assumed annual net return rate 5.0% per year is
0.9998663.

If the portion of a Variable Annuity payment for any Fund is not
to decrease, the Annuity return factor under the Separate Account
for that Fund must be:

a) 4.75% on an annual basis plus an annual return of up to
0.25% to offset the administrative charge set at the time
Annuity payments commence if an assumed annual net return
rate of 3.5% is chosen; or

b) 6.25% on an annual basis plus an annual return of up to
0.25% to offset the administrative charge set at the time
Annuity payments commence, if an assumed annual net return
rate of 5% is chosen.

Transfers
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Maximum Number of Allowable Fund Transfers: Twelve per calendar year

SPIA(GR)99 Page 5

I. DEFINITIONS
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1.01 Account

A record established for each Certificate Holder to maintain the
value of the premium held on his/her behalf.

1.02 Annuitant/Joint Annuitant

An individual named on the Specifications page of the contract (1)
whose death terminates or adjusts the amount of life-contingent
payments, and/or (2) whose death results in the payment of death
benefits; a measured life.

1.03 Annuity

Payment of a specified amount(s) or specified number of units
made:

a) On specified dates or intervals for the lifetime of one or
more Annuitants with or without Guaranteed Payments; or

b) On specified dates or intervals for a specified period of
time.

Annuity benefits payable under the contract are shown in the
Schedule of Benefits on the Specifications page.

1.04 Beneficiary(ies)

The individual or entity entitled to receive any death benefit due
under the Account.

1.05 Certificate Holder

A person who purchases an interest in the contract as evidenced by
a certificate. Aetna reserves the right to limit ownership to
natural persons. If more than one Certificate Holder owns an
Account each Certificate Holder will be a joint Certificate
Holder. Joint Certificate Holders have joint ownership rights and
both must authorize exercising any ownership rights unless Aetna
allows otherwise.

1.06 Contract

The agreement between Aetna and the Contract Holder.

1.07 Contract Holder

The person to whom the contract is issued.

1.08 Fixed Annuity

An Annuity with payments that do not vary with fund performance.

1.09 Fund(s)

The open-end registered management investment companies whose
shares are purchased by the Separate Account to fund the benefits
provided by the contract.

1.10 Guaranteed Payment

A payment that is due whether or not the Annuitant, or Joint
Annuitant, if applicable, is alive on the payment due date, as
described in the Schedule of Benefits on the Specifications page.

1.11 Life Annuity

An Annuity with payments that are based solely on whether or not
the Annuitant, or Joint Annuitant, if applicable, is alive on the
payment due date as described in the Schedule of Benefits on the
Specifications page.

SPIA(GR)99 Page 6

1.12 Payee

A person that receives Annuity payments. The Certificate Holder
shall be the Payee unless the Certificate Holder designates
otherwise in writing.

1.13 Period ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

An Annuity with a specified number of Guaranteed Payments without
a life contingency.

1.14 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 other income,
gains or losses of Aetna. Aetna owns the assets held in the
Separate Account and is not a trustee of such amounts. Amounts in
the Separate Account are not generally guaranteed and are held at
market value. The assets of the Separate Account, to the extent of
reserves and other contract liabilities of the Separate Account,
cannot be charged with other Aetna liabilities arising out of any
other Aetna business.

1.15 Survivor

With an Annuity based on the lives of an Annuitant and Joint
Annuitant, the individual who is not the first to die.

1.16 Valuation Date

The date and time on which a Fund Annuity Unit Value is
calculated. Currently, this calculation will be determined at 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.

1.17 Valuation Period

The period of time between successive Valuation Dates.

1.18 Variable Annuity

An Annuity with payments that vary with the net investment results
of the Funds available under the contract. Aetna reserves the
right to limit the Fund(s) available with the Variable Annuity
Payment Guarantee, if applicable.

II. GENERAL PROVISIONS
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2.01 Premium

The amount of the premium applied to the contract will be the
premium received minus a deduction for premium taxes, if any.

2.02 Payments

Aetna will pay to the Payee a Fixed or Variable Annuity or a
combination of the two as selected by the Certificate Holder and
as shown in the Schedule of Benefits on the Specifications page.
Aetna discharges its obligation to pay when it makes payment by
check or electronic funds transfer to the Payee's address or the
bank that Aetna has on record as of 15 business days before the
payment due date.

We reserve the right to suspend any life-contingent payments to a
Payee if acceptable proof of life of an Annuitant or Joint
Annuitant is not furnished when requested.

SPIA(GR)99 Page 7

2.03 Change of Contract

Only an authorized officer of Aetna may change the terms of the
contract. Aetna will notify the Contract Holder in writing of any
changes. Aetna reserves the right to modify the contract to meet
the requirements of applicable state and federal laws or
regulations.

2.04 Control of Contract

The contract is between the Contract Holder and Aetna. The
Contract Holder has title to the contract. Contract Holder rights
are limited to accepting or rejecting contract modifications. The
Certificate Holder has all other rights to amounts held in the
contract. Any choice allowed under the contract must be made in
writing by the Certificate Holder or both Certificate Holders, if
jointly owned. Until receipt of such choices in Aetna's home
office, Aetna may rely on any previous choices made.

The contract is not subject to the claims of any creditors of the
Contract Holder or Certificate Holder, except to the extent
permitted by law.

The Certificate Holder may assign or transfer his or her rights
under the contract. Aetna reserves the right not to accept
assignment or transfer to a nonnatural person. Any assignment or
transfer made must be submitted to Aetna's home office in writing
and will not be effective until accepted by Aetna.

2.05 Misstatements and Adjustments

If the age, sex, or any relevant fact concerning any Annuitant is
found to be misstated, the correct facts will be used to adjust
payments.

2.06 Incontestability

Aetna will not contest the contract from its effective date.

2.07 Beneficiary Designation

If the contract provides for any Guaranteed Payments following the
death of the Annuitant, and the Joint Annuitant if applicable, the
Certificate Holder has the right to name a Beneficiary(ies). If
the Account is owned jointly, both joint Certificate Holders must
agree in writing to the Beneficiary designated.

The Beneficiary designation may be changed by the Certificate
Holder during the lifetime of the Annuitant, and, if applicable,
the Joint Annuitant, by sending written notice of the change in a
form acceptable to Aetna to Aetna's home office. Such change will
not be effective until received and recorded by Aetna.

In all cases, Aetna will pay death benefits based on the last
written Beneficiary designation it has on record on the date of
the death.

2.08 Nonparticipating Contract

The Contract Holder, Certificate Holders, Payees or Beneficiaries
will not have a right to share in the earnings of Aetna.

2.09 State Laws

The contract and the certificates comply with the laws of the
state in which it is delivered. Annuity payments are equal to or
greater than the minimum required by such laws.

III. VARIABLE ANNUITY PROVISIONS
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3.01 Fund Annuity Units - Separate Account

The initial number of a Fund's Annuity units is stated on the
Specifications page. Each future payment is equal to the sum of
the products of each Fund Annuity unit value multiplied by the
appropriate number of units. The Fund Annuity unit value on the
tenth Valuation Date prior to the due date of the payment is used.

SPIA(GR)99 Page 8

3.02 Fund Annuity Unit Value

For any Valuation Date, a Fund's Annuity unit value is equal to:

a) The value for the preceding Valuation Date; multiplied by

b) The Annuity net return factor(s) for the Valuation Period;
multiplied by

c) A factor to reflect the assumed annual net return rate.

The factors for the assumed annual net return are shown on the
Contract Schedule.

3.03 Fund Annuity Net Return Factors

The Annuity net return factor(s) are used to compute all Separate
Account Annuity unit values for any Fund. The Annuity 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 Annuity units of the Separate
Account at the start of the Valuation Period; minus

e) A Separate Account charge at an annual effective rate as
shown on the Contract Schedule for Annuity mortality and
expense risks and profit and a daily administrative charge
which will not exceed the amount shown on the Contract
Schedule on an annual basis. The daily administrative charge
will be established on the Effective Date of the contract.

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.

3.04 Transfer(s)

At the request of a Certificate Holder, all or any portion of the
Account value may be transferred from any Fund to any other
allowable Fund. Transfers will be processed as of the Valuation
Date next following when a transfer request is received in good
order at Aetna's home office. The maximum number of allowable
transfers in a calendar year is shown on the Contract Schedule.
Aetna reserves the right to increase the number of allowable
transfers.

Transfer requests must be expressed as a percentage of the
allocation among the Funds of the amount upon which the Variable
Annuity will be based. Aetna may establish a minimum transfer
amount.

3.05 Notice to the Certificate Holder

Once a year, Aetna will notify the Certificate Holder of:

a) The number of Fund(s) Annuity units; and

b) The value of Fund(s) Annuity units.

Such numbers or values will be as of a date no more than 60 days
before the date of the notice.

SPIA(GR)99 Page 9

3.06 Change of Fund(s)

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

IV. BENEFIT PROVISIONS
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4.01 Death Benefit Provision

a) If the Annuitant dies, or under a joint Annuity option the
Survivor dies, any remaining Guaranteed Payments will be
paid to the Beneficiary in the form specified in the
Schedule of Benefits on the Specifications page. Such
payments will be paid at least as rapidly as under the
method of distribution then in effect. Within six months of
such death, the Beneficiary may elect to receive the
withdrawal value of any remaining Guaranteed Payments less
any early withdrawal charge. The rate used to determine the
withdrawal value will be the Fixed Annuity Present Value
Interest Rate shown on the Specifications page. No early
withdrawal charge will apply to the withdrawal value in this
situation.

If the contract is issued as a Variable Period Certain
Annuity, the Beneficiary may elect to receive the
withdrawal value of any remaining Guaranteed Payments at
any time. No early withdrawal charge will apply to the
withdrawal value in this situation.

b) If the Certificate Holder who is not the Annuitant(s) dies,
payments will be paid to the Payee in the form specified in
the Schedule of Benefits on the Specifications page. If no
Payee designated by the Contract Holder survives the death
of the Certificate Holder, payments will be made to the
Annuitant. Such payments will be paid at least as rapidly as
under the method of distribution then in effect.

c) If the Certificate Holder dies before the annuity starting
date the entire interest in the contract must be distributed
within five years of the date of death, or payments may be
made over the life or over a period not extending beyond the
life expectancy of the Beneficiary or Payee, as applicable,
provided such payments begin not later than one year after
the date of death. The annuity starting date is generally
defined by the Internal Revenue Code to mean the first day
of the period (month, quarter, half-year, year depending on
whether payments will be made monthly, quarterly,
semi-annually or annually) which ends on the date of the
first annuity payment. This provision will not apply if the
Beneficiary or Payee, as applicable, is the Certificate
Holder's spouse.

SPIA(GR)99 Page 10

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SPIA(GR)99

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Aetna Life Insurance and Annuity Company

Home Office: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Hartford, Connecticut 06156

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Contract of Group Annuity Coverage