Aetna Insurance Company of America Home Office: 151 Farmington Avenue Hartford, Connecticut 06156 Individual Variable, Fixed or Combination Annuity Contract (Nonparticipating) Aetna Insurance Company of America (We or Us) agrees to pay benefits...

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 the Contract Value attributable to a Separate Account during the Accumulation Period.

Adjusted Contract Value - The Contract 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 Contract. Upon the death of a joint Contract Holder, the surviving joint Contract 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.

Contract Holder - The person who purchases this Contract. We reserve the right to limit ownership to natural persons. If more than one Contract Holder owns the Contract, each Contract Holder shall be a joint Contract Holder. Any joint Contract Holder must be the spouse of the other joint Contract Holder. Joint Contract Holders have joint ownership rights and both must authorize any exercising of those ownership rights unless otherwise allowed by Us.

Contract Value - The dollar value as of any Valuation Period of all

accumulated in the Contract.

Contract - This agreement between the Contract Holder and Us.

Effective Date - The date the Contract is issued to the Contract

Fund - One of the variable investment options which may be selected by

Contract Holder.

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. The Contract Holder does 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.

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 Contract. 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 Separate Account generally is not guaranteed and is held at market value. The name of the Separate Account is shown on the Contract Schedule. The assets of the Separate Account, to the extent of reserves and other Contract liabilities of

Separate Account, will not be charged with Our other liabilities.

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

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

Variable Annuity Contract - An Annuity Contract providing for the accumulation of value and/or for Annuity payments which vary in amount based on investment results.

Nonparticipating Contract - Neither the Contract 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

Reports - We furnish the Contract Holder with a report showing the

Value at least once each calendar year. We also furnish an

report of the Separate Account.

Premium Taxes - Any premium taxes paid to any governmental entity are

against Purchase Payments or the Contract Value. We may, at our

discretion, pay premium taxes when due and deduct that amount from

Contract at a later date. Payment at an earlier date does not waive

right We may have to deduct amounts at a later date.

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

this Contract to the Contract Holder or Beneficiary shall be free

legal process and the claim of any creditor.

Evidence of Survival - The Company may require satisfactory evidence of

continued survival of any person(s) on whose life Annuity payments

based.

Proof of Age - The Company may require evidence of age of any Annuitant

Annuity Options 2 and 3 and of the designated second Annuitant

Annuity Option 3.

Change of Contract - We reserve the right to change the Contract, but

if a change is necessary to:

Make the Contract or the Separate Account comply with state or federal laws or regulations; or

Assure the continued qualified status of the Contract under the Code or other federal laws or regulations governing annuity contracts; or

Reflect a change in the operation of the Separate Account or the Funds; or

Provide additional funds; or

Withdraw Funds

will notify the Contract Holder in writing 30 days before any change

effective. When appropriate, We will endorse the Contract for

change.

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

Any irrevocably named Beneficiary.

Transfer of Ownership - The Contract Holder may transfer all of his or her rights under the Contract. A written request, dated and signed by the Contract Holder and any joint Contract Holder, must be filed at our Home Office. After the transfer is recorded, it will take effect as of

Change of Beneficiary - The Contract Holder may change the Beneficiary. A written request, dated and signed by the Contract Holder, must be filed at our Home Office. If there are joint Contract 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 Contract 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 Contract Holder's death, We pay the death benefit in one sum to the Contract Holder's estate.

Allocation of Purchase Payments - The Contract Holder may elect to have

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 indicated

the most recent directive from the Contract Holder. If the same

term(s) are not available, the next shortest will be used.

no shorter guaranteed term is available, the next longer guaranteed

will be used.

General - The assets of the Separate Account, equal to the reserves and other Contract liabilities that depend on the investment performance of the Separate Account are not chargeable with liabilities arising out of any other business We may conduct. Income, gains or losses of the Separate Account, realized or unrealized, are credited to or charged against the assets of the Separate Account without regard to Our other income, gains or losses.

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 Account or if in our judgment, further investment in such shares should become inappropriate in view of the purpose of the Contract, We may cease to make such Fund shares available for investment under the Contract prospectively, or We may substitute shares of another Fund for shares already acquired. We 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. We reserve the right to substitute shares of another Fund for shares already acquired without a proxy vote.

Valuation of Assets - The shares of the Funds will be valued at their net asset value at the end of each Valuation Period.

Accumulation Unit - A Net Purchase Payment that is allocated to one or more Funds is credited to the Contract as Accumulation Units. The number of Accumulation Units credited is determined by dividing the applicable portion of the Net Purchase Payment by the Accumulation Unit

for the appropriate Fund. The Accumulation Unit value used is

which is computed for the next Valuation Period after which the

Payment is received at our Home Office. Accumulation Units

to the initial Purchase Payments will be credited within

business days of acceptance.

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

Unit for any Valuation Period is calculated by multiplying

Accumulation Unit value for the immediately preceding Valuation

by the net return factor of the appropriate Fund for the current

net return factor for each Fund is equal to 1.0000000 plus the net

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.

net return rate may be more or less than zero (0) percent.

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.

Deposit Period - A calendar week, a calendar month, a calendar quarter, or any other period of time We specify during which Net Purchase Payment(s), transfers and reinvestments are accepted into the AG

Account for one or more guaranteed terms. We reserve the right to extend the deposit period.

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.

During a deposit period, We may make available any number of guaranteed terms. The Contract Holder may allocate Net Purchase Payments and transfers into any or all of the available guaranteed terms.

Guaranteed Term(s) Groups - All AG Account guaranteed term(s) with the same length of time from the close of the deposit period until the designated Maturity Date.

Allocation of Net Purchase Payments to the AG Account - When the Contract Holder wishes to allocate all or any portion of a Net Purchase Payment to the Guaranteed Account, he or she must tell Us the percentage to apply to one or more of the AG Account guaranteed term(s) available during the current deposit period. If no allocation instructions are received, a Net Purchase Payment is allocated as indicated in the most recent directive from the Contract Holder. If the same guaranteed term is not available for any amount allocated to the

Account, We will allocate the amount to the next shortest guaranteed term available. If no shorter guaranteed term is available, We will allocate it to the next longest guaranteed term.

AG Account Guaranteed Term Maturity Date and Maturity Value - On the maturity date, the value of the total of all amounts allocated to that guaranteed term is called the maturity value.

When the Contract Holder has assets in the AG Account, at least eighteen (18) days before a maturity date, We notify the Contract Holder of the:

Projected maturity value; and

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

When no allocation instructions are received and the assets in a guaranteed term have been reinvested by Us in another guaranteed term

the maturity date, the Contract Holder may transfer or withdraw, during the month following the maturity date, the reinvested amount with interest earned (as of the date the request is received at our Home Office) without incurring a Market Value Adjustment. This transaction is allowed only once for each maturity date, regardless of whether the transfer or withdrawal is partial or full.

Transfers from the AG Account - The Contract Holder may transfer any portion, or all, of an amount in the AG Account to one or more of the Funds or to another available guaranteed term. The amount withdrawn for any reason before the maturity date is subject to a Market Value Adjustment.

Withdrawals from the AG Account - When the Contract Holder requests a withdrawal from the AG Account, if instructions are not provided by the Contract Holder, amounts are withdrawn on a pro rata basis from the guaranteed term(s) groups in which the Contract Value is currently

Within a guaranteed term group, the amount to be withdrawn

be withdrawn first from the oldest deposit period. Except on the

date, withdrawals from the AG Account will be subject to a

Value Adjustment.

Reinvestment - We will mail a notice to the Contract Holder before a

term's maturity date. This notice will contain the

terms available during the current deposit periods with

guaranteed interest rate(s) and projected maturity value. If no

direction is given by the Contract Holder prior to the

date, each maturity value will be reinvested in the current

period for a guaranteed term of the same duration. If a

term of the same duration is unavailable, each matured term

will automatically be reinvested in the current deposit period

the next shortest guaranteed term available. If no shorter

term is available, the next longer guaranteed term will be

We will mail a confirmation statement to the Contract Holder

the maturity date. This notice will state the guaranteed term and

interest rate(s) which will apply to the reinvested matured

value.

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 Date, the Contract Holder may transfer from any Fund or guaranteed term of the AG Account to:

Any other Fund; or

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

Withdrawals During the Accumulation Period - The Contract Holder may

all or a portion of the Contract Value during the Accumulation

by properly completing a withdrawal request form. Withdrawal

ran be submitted as a percentage or as a specific dollar

Net Purchase Payment amounts are withdrawn first, and then the

value, if any. For any partial withdrawal, if instructions are

provided by the Contract Holder, amounts are withdrawn on a pro

basis from the Fund(s), and/or the guaranteed term(s) groups in

the Contract is currently invested. Within a guaranteed term

the amount to be withdrawn will be withdrawn first from the

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

requested is satisfied.

deduction of the maintenance charge, if applicable, the withdrawn

shall be reduced by the applicable deferred sales charge and any

premium taxes.

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

of the amount withdrawn attributable to Net Purchase Payment(s)

varies according to the elapsed time since receipt of the Purchase

The deferred sales charge is shown on the Contract Schedule.

Waiver of Deferred Sales Charge - No deferred sales charge is deducted

the Contract Value is paid:

To a Beneficiary as a death benefit, except for Purchase Payments made by a surviving joint Contract Holder as described in Section 10.02(b);

As a premium for an Annuity Option;

At least the number of months, as shown on the Contract Schedule, after the date of the first Purchase Payment and in an amount equal to or less than the percentage of the Contract Value as shown on the Contract Schedule. This applies to the first withdrawal

For a full withdrawal where the Contract Value does not exceed the amount shown on the Contract Schedule and no withdrawals have been taken from the Contract within the prior 12 months;

For a distribution made by Us under Section 8.06; or

For a distribution which is part of a SWO under Section 8.07.

Payment of Adjusted Contract Value - Upon 90 day's written notice to

Contract Holder, We will terminate the Contract if the Contract

becomes less than $1,500 immediately following any partial

We do not intend to exercise this right in cases where the

Value is reduced to $1,500 or less solely due to investment

When We make a distribution pursuant to this provision,

deferred sales charge will not be deducted.

Systematic Withdrawal Option (SWO) - We will allow the Contract Holder

establish a schedule of withdrawals to be made automatically from

Contract Value. All distributed amounts will be withdrawn on a pro

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

Account in which the Contract Value is invested.

Contract Holder must elect one of the following SWO methods:

Specified Payment: Payments of a designated dollar amount. The annual amount may not be greater than the percentage of the Contract Value at time of the election as shown on the Contract Schedule. This annual dollar amount will remain constant. At our discretion, We may require a minimum payment amount; or

Specified Period: Payments which are made over a period of time which must be at least the minimum period as shown on the Contract Schedule. The annual amount paid each year is calculated by dividing the Contract Value as of December 31 of the prior year by the number of payment years remaining; or

Specified Percentage: Payment of a designated percentage which cannot be greater than the percentage of the Contract 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 Contract Value as of December 31 of the year prior to the payment by the designated percentage.

our discretion, We may require a minimum initial Contract Value for

of this option. SWO may be elected by submitting a completed

signed election form to Us. Once elected, this option may be

by submitting a written request to Us. SWO may be elected only

by the Contract Holder or by a spousal Beneficiary.

Contract Holder should consult his/her tax adviser prior to

this distribution option. We are not responsible for any

tax consequences due to a Contract Holder's receiving SWO

Death Benefit Amount Prior to the Annuity Date -

Except as set forth in Section 10.02(b), the amount of the

death benefit value is equal to the greater of:

The Contract Value at the end of the Valuation Period during

We receive at our Home Office due proof of death and

of the type of payment to be made; or

The death benefit determined as of the Valuation Period

to the date of death.

the first Effective Date anniversary, the death benefit

equal to the Purchase Payments made by the Contract Holder

to the Effective Date anniversary less any withdrawals

any amounts applied to an Annuity Option.

each Contract year thereafter, the death benefit during

Contract year equals the death benefit at the beginning of

Contract year plus Purchase Payments made during the year

any withdrawals and any amounts applied to an Annuity

each Effective Date anniversary, the death benefit is

as follows:

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 Contract Holder during the Contract 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 Contract year increased by the death benefit factor shown on the Contract Schedule for the portion of the Contract year since the withdrawal or election of Annuity option; or

The Contract 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 Contract

Holder who continued the Contract 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 Contract 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 Contract 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 Contract Holder's death; or

Method 3 - Payment of the death benefit over the lifetime of the

Death of Contract Holder On or After the Annuity Date - If the Contract Holder, who is not the Annuitant, dies on or after the Annuity Date, the remaining payments under the Annuity Option elected will be made to the Beneficiary at least as rapidly as under the method of distribution in effect at the Contract Holder's death.

Death of the Annuitant - If the Annuitant, who is not the Contract Holder, dies on or before the Annuity Date, a new Annuitant may be named. If no Annuitant is named, the Contract 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.

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

$50 per month and at least $250 per year.

the Contract Holder elects a fixed Annuity and We determine that the

Holder would receive larger payments by applying the Contract

reduced by the deferred sales charge, to a single premium

Annuity currently offered by Us, We will make the larger

determine the first payment of a variable Annuity, or the payment

of a fixed Annuity, using the Annuitant's (and second

if applicable) adjusted age which We calculate as follows:

If Annuity payments begin any time between July 1, 1992 and

31, 1999, the adjusted age is the Annuitant's age as of

birthday closest in time to the Annuity Date reduced by one

year.

If the Annuity begins any time between January 1, 2000 and December

2009, the adjusted age is the Annuitant's age as of the

closest in time to the Annuity Date reduced by two (2)

For each succeeding decade, the adjusted age is the Annuitant's

as determined in (b), reduced by one additional year.

Annuity rates for Options 2 and 3 are based on mortality from 1983

A.

Annual Net Return Rate is the interest rate used to determine

amount of the first Annuity payment under a variable Annuity. The

Account must earn this rate plus enough to cover the mortality

expense risks charges (which may include profit) and administrative

if future variable Annuity payments are to remain level.

Contract Holder must give written notice to Us at least 30 days

the Annuity payments begin, electing or changing:

The date on which Annuity payments are to begin;

The Annuity Option;

Whether the payments are to be made monthly, quarterly, semiannually or annually;

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 Contract Holder may request a lump sum payment.

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

of the first variable Annuity payment which is equal to:

The portion of the Contract Value (minus any premium taxes) applied to pay a variable Annuity; divided by,

1000; multiplied by,

The payment rate for the Annuity Option chosen.

amount, or portion, of the variable Annuity payment will be

by the Annuity Unit value for the appropriate Fund on the tenth

Period before the due date of the first payment to determine

number of each Fund's Annuity Units. The number of each Fund's

Unit remains fixed. Each future payment is equal to the sum of

products of each Fund's Annuity Unit value multiplied by the

number of units. The Fund's Annuity Unit value on the tenth

Period prior to the due date of the payment is used.

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

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 may go

or down due to investment gain or loss.

Annuity Net Return Factor - The Annuity net return factor is used to

all Separate Account Annuity payments for any Fund.

Annuity net return factor(s) for each Fund is equal to 1.0000000

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 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 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 of 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

1 - Payments for a Stated Period of Time - An Annuity will be

for the number of years chosen. The number of years must be at

5 and not more than 30.

payments for this Annuity Option are made under a variable Annuity,

present value of any remaining payments may be withdrawn at any

2 - Life Income - An Annuity will be paid for the life of the

If also chosen, We will guarantee payments for 60, 120, 180,

240 months.

3 - Life Income Based upon the Lives of Two Annuitants - An

will be paid during the lives of the Annuitant and a second

Payments will continue until both Annuitants have died. When

Annuity Option is chosen, a choice must be made of:

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.

may make other options available as allowed by law.