FORM OF
FIRST AMENDMENT TO PRINCIPAL
UNDERWRITING AGREEMENT
This First Amendment to the Principal Underwriting Agreement is made and
entered into as of the ____ day of _________ 199_ 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 _____________________________________
Its _____________________________________
AETNA INSURANCE COMPANY OF AMERICA,
ON BEHALF OF ITS GENERAL ACCOUNT AND VARIABLE ANNUITY
ACCOUNTS I AND II
By _____________________________________
Its _____________________________________
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By ______________________________________
Its ______________________________________
