FIRST AMENDMENT TO PRINCIPAL UNDERWRITING AGREEMENT This First Amendment to the Principal Underwriting Agreement is made and entered into as of the 11th day of January, 1996 by and between Aetna Insurance Company of America ("AICA"), on its own...

               FIRST AMENDMENT TO PRINCIPAL UNDERWRITING AGREEMENT

This First Amendment to the Principal Underwriting Agreement is made and entered
into as of the 11th day of January, 1996 by and between Aetna Insurance Company
of America ("AICA"), on its own behalf, on behalf of its general account, and on
behalf of Variable Annuity Account I and Variable Annuity Account II (the
"Accounts"), separate accounts of AICA, and Aetna Life Insurance and Annuity
Company (the "Underwriter").

                                   WITNESSETH

WHEREAS, AICA and the Underwriter are parties to a Principal Underwriting
Agreement dated September 22, 1995 (the "Original Agreement"),

WHEREAS, AICA and the Underwriter now desire to modify the Original Agreement to
provide for the distribution by the Underwriter of certain modified guaranteed
annuity contracts issued by AICA;

NOW THEREFORE, in consideration of the premises and the mutual covenants and
promises expressed herein, the parties agree as follows:

         The Principal Underwriting Agreement is now made among AICA, on its own
         behalf, on behalf of its general account and on behalf of Variable
         Annuity Account I and Variable Annuity Account II, and Aetna Life
         Insurance and Annuity Company.

         The second "Whereas" is deleted in its entirety and the following is
         substituted therefor:

              WHEREAS, the Accounts will maintain the net proceeds of and
         reserves for certain variable annuity contracts issued by AICA, and
         AICA's general account will receive the purchase payments under certain
         modified guaranteed annuity contracts issued by AICA (the "Contracts");

         The Fourth "Whereas" clause is deleted in its entirety and the
         following is substituted therefor:

                       WHEREAS, AICA, the Accounts, and the general account
         desire to have the Contracts sold through the Underwriter, and the
         Underwriter is willing to provide for the sale of the Contracts under
         the terms stated herein.




IN WITNESS WHEREOF, the parties have executed this First Amendment as of the
date written above.

AETNA INSURANCE COMPANY OF AMERICA

By /s/ Xxxxx X. Xxxxxxx
   --------------------
Its Senior Vice President


AETNA INSURANCE COMPANY OF AMERICA,
ON BEHALF OF ITS GENERAL ACCOUNT AND VARIABLE ANNUITY ACCOUNTS I AND II

By /s/ Xxxxx X. Xxxxxxx
   -------------------- 
Its Senior Vice President


AETNA LIFE INSURANCE AND ANNUITY COMPANY


By /s/ Xxxxx Xxxxx
   ----------------
Its Senior vice President