VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO
497, 1995-06-06
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<PAGE>


                          Variable Annuity Account C
                   Aetna Life Insurance and Annuity Company

        AetnaPlus - Retirement Plus - Group Variable Annuity Contracts
        for Tax-Deferred Annuity (Section 403(b)) Retirement Plans and 
               Section 401(a)/401(k) Defined Contribution Plans

                            May 1, 1995 Prospectus

The following fund description was inadvertently omitted from the prospectus and
should be added to the section entitled "The Funds" in this Prospectus:

Janus Aspen Series - Balanced Portfolio ("Janus Aspen Balanced Portfolio") seeks
both long-term growth of capital and current income. The Portfolio is designed 
for investors who want to participate in the equity markets through a more 
moderate investment than a pure growth fund. Investments in income-producing 
securities are intended to result in a portfolio that provides a more consistent
total return than may be attainable through investing solely in growth stocks. 
The Portfolio is not designed for investors who desire a consistent level of 
income.

The date of this sticker is May 15, 1995.


 

<PAGE>
 
- --------------------
Prospectus Dated
May 1, 1995


Variable
Annuity
Account C

 . AetnaPlus
  Contract Series II

 . Group Variable
  Annuity Contracts

 . Retirement Plus
  Tax-Deferred
  Annuity Plans



                              [ART APPEARS HERE]


<PAGE>
 
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY
     151 Farmington Avenue, Annuity Operations, Hartford, Connecticut 06156
                           Telephone: 1-800-525-4225
                           VARIABLE ANNUITY ACCOUNT C
                         Prospectus Dated: May 1, 1995
 
                          AETNAPLUS -- RETIREMENT PLUS
           GROUP VARIABLE ANNUITY CONTRACTS FOR TAX-DEFERRED ANNUITY
                       (SECTION 403(B)) RETIREMENT PLANS
               (SECTION 401(A)/401(K)) DEFINED CONTRIBUTION PLANS
 
This Prospectus describes group deferred variable annuity contracts issued by
Aetna Life Insurance and Annuity Company ("Company"). Lump-sum payments and
installment payments are allowed. See "Contract Purchase." The Contracts are
designed to fund Plans ("Plans") that provide for retirement income and are
established under certain sections of the Internal Revenue Code of 1986, as
amended ("Code"). Amounts held under the Contracts may be entitled to tax-
deferred treatment under certain sections of the Code.
 
The Contracts allow values to accumulate under credited interest or variable
investment options, or a combination of these investment options. They also
provide for the payment of annuity benefits on a fixed or variable basis, or a
combination thereof.
 
The variable funding options currently available through the Separate Account
under the Contract described in this Prospectus are as follows:
 
  . Aetna Variable Fund                  . Fidelity Overseas Portfolio
  . Aetna Income Shares                  . Franklin Government Securities Trust
  . Aetna Variable Encore Fund           . Janus Aspen Aggressive Growth
  . Aetna Investment Advisers Fund, Inc.   Portfolio
  . Aetna Ascent Variable Portfolio      . Janus Aspen Balanced Portfolio
  . Aetna Crossroads Variable Portfolio  . Janus Aspen Flexible Income
  . Aetna Legacy Variable Portfolio        Portfolio
  . Alger American Growth Portfolio      . Janus Aspen Growth Portfolio
  . Alger American Small Cap Portfolio   . Janus Aspen Short-Term Bond
  . Calvert Responsibly Invested           Portfolio
    Balanced Portfolio                   . Janus Aspen Worldwide Growth
  . Fidelity Contrafund Portfolio          Portfolio
  . Fidelity Equity-Income Portfolio     . Lexington Natural Resources Trust  
  . Fidelity Growth Portfolio            . Neuberger & Berman Growth Portfolio 
                                         . Scudder International Portfolio     
                                         . TCI Growth (a Twentieth Century     
                                           Fund)                           

The availability of the above Funds is subject to applicable regulatory
authorization. Not all Funds are available in all jurisdictions or under all
Contracts. Please check with your employer to determine option availability.
 
The credited interest options available for the accumulation of values are the
Guaranteed Accumulation Account, the Fixed Account and the Fixed Plus Account.
The Guaranteed Accumulation Account, the Fixed Account and the Fixed Plus
Account are offered only in those jurisdictions in which they are approved.
Except as specifically mentioned, this Prospectus describes only the variable
options of the Contracts. Information concerning the Guaranteed Accumulation
Account, the Fixed Account and the Fixed Plus Account is found in Appendix I,
Appendix II and Appendix III in this Prospectus.
 
This Prospectus sets forth concisely the information about Variable Annuity
Account C (the "Separate Account") that a prospective investor should know
before investing. Additional information about the Separate Account is
contained in a Statement of Additional Information ("SAI") dated May 1, 1995,
which has been filed with the Securities and Exchange Commission and is
incorporated herein by reference. The Table of Contents for the SAI is printed
in this Prospectus. An SAI may be obtained without charge by indicating the
request on the enrollment form or on the prospectus receipt contained in this
Prospectus or by calling 1-800-525-4225.

 
THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUSES OF
THE FUNDS AND THE GUARANTEED ACCUMULATION ACCOUNT. ALL PROSPECTUSES SHOULD BE
READ AND RETAINED FOR FUTURE REFERENCE.

 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
 
 
NO PERSON IS AUTHORIZED BY THE COMPANY TO GIVE INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION
WITH THE OFFERS CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE.
<PAGE>
 
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                         <C>
DEFINITIONS................................................................   3

PROSPECTUS SUMMARY.........................................................   5

FEE TABLE..................................................................   6

CONDENSED FINANCIAL INFORMATION............................................   9

PERFORMANCE DATA...........................................................  11

THE COMPANY................................................................  12

VARIABLE ANNUITY ACCOUNT C.................................................  12

THE FUNDS..................................................................  12
 Fund Investment Advisers..................................................  15
 Mixed and Shared Funding..................................................  16
 Fund Additions Limitations and Substitutions..............................  16

PURCHASE
 Contract Purchase.........................................................  16
 Net Purchase Payments.....................................................  17
 Distribution..............................................................  17

DETERMINING CONTRACT VALUE
 Accumulation Units........................................................  18
 Net Investment Factor.....................................................  18
 Transfer Credits..........................................................  19

CONTRACT RIGHTS
 Right to Cancel...........................................................  19
 Rights Under the Contract.................................................  19
 Transfers and Allocation Changes..........................................  19
 Withdrawals...............................................................  20
 Withdrawal Restrictions...................................................  21
 Reinvestment Privilege....................................................  21
 Contract Loans............................................................  22

CHARGES AND DEDUCTIONS
 Maintenance Fee...........................................................  23
 Mortality and Expense Risk Charges........................................  24
 Administrative Expense Charge.............................................  24
 Fund Expenses.............................................................  24
 Deferred Sales Charge.....................................................  24
 Premium Tax...............................................................  26
 Contract Loans............................................................  26

ADDITIONAL WITHDRAWAL OPTIONS..............................................  26
 General...................................................................  26
 Estate Conservation Option................................................  27
 Systematic Withdrawal Option..............................................  28

ANNUITY PERIOD
 Annuity Period Elections..................................................  28
 Annuity Options...........................................................  30
 
DEATH BENEFIT..............................................................  31
 Accumulation Period.......................................................  31
 Annuity Period............................................................  31

TAX STATUS
 Introduction..............................................................  32
 Taxation of the Company...................................................  32
 Tax Status of the Contract................................................  33
 Contracts Used with Certain Retirement Plans..............................  33
 Possible Changes in Taxation..............................................  34
 Other Tax Consequences....................................................  35

MISCELLANEOUS
 Voting Rights.............................................................  35
 Modification of the Contract..............................................  35
 Contract Holder Inquiries.................................................  36
 Telephone Transfers.......................................................  36
 Transfer of Ownership; Assignment.........................................  36
 Legal Proceedings.........................................................  36
 Legal Matters.............................................................  36

STATEMENT OF ADDITIONAL
INFORMATION -- TABLE OF CONTENTS...........................................  37

APPENDIX I--Guaranteed Accumulation Account................................  38

APPENDIX II--Fixed Account.................................................  39

APPENDIX III--Fixed Plus Account...........................................  41

APPENDIX IV................................................................  43

APPENDIX V--401(a)/401(k) Defined Contribution Plans.......................  44

HYPOTHETICAL TABLES........................................................  46
</TABLE>
 
2
<PAGE>
 
                                  DEFINITIONS
 
As used in this Prospectus, the following terms have the meanings shown:
 
ACCOUNT: A record established for each Participant to identify Contract values
accumulated on the Participant's behalf during the Accumulation Period.
Generally, two Accounts will be established for each Participant: the Employee
Account and the Employer Account. If only Employer contributions are made, only
one Account will be established.
 
ACCOUNT VALUE: The dollar value of amounts held in an Account as of any
Valuation Period, including the value of the Accumulation Units in the Funds,
the amounts held in GAA, any amounts invested in the Fixed Account and any
amounts invested in the Fixed Plus Account, plus interest earned on those
amounts, less any maintenance fees due, but excluding amounts used for Annuity
Options.
 
ACCOUNT YEAR: The period of 12 months measured from the Account's Effective
Date or from an anniversary of such Effective Date.
 
ACCUMULATION PERIOD: The period during which Purchase Payment(s) credited to an
Account are invested to fund future annuity payments.
 
ACCUMULATION UNIT: A measure of the value of the Separate Account assets
attributable to each Fund used as a variable funding option.
 
ANNUITANT: A natural person on whose life an Annuity payment is based.
 
ANNUITY: A series of payments for life, for a definite period or a combination
of the two.
 
ANNUITY PERIOD: The period during which Annuity payments are made.
 
ANNUITY UNIT: A measure of the value attributable to each Fund selected during
the Annuity Period.
 
BENEFICIARY: Under the Contract, the Contract Holder is the beneficiary. The
Participant designates a beneficiary with the employer, pursuant to the terms
of the Plan.
 
CODE: Internal Revenue Code of 1986, as amended.
 
COMPANY: Aetna Life Insurance and Annuity Company, sometimes referred to as
"we" or "us."
 
CONTRACT: The group deferred, variable annuity contracts offered by this
Prospectus.
 
CONTRACT HOLDER: The entity to which the Contract is issued. The Contract
Holder is usually the employer.
 
DISTRIBUTOR(S): The registered broker-dealer(s) which have entered into selling
agreements with the Company to offer and sell the Contracts. The Company may
also serve as a Distributor.
 
EFFECTIVE DATE: The date the Company accepts and approves the Contract
application or enrollment form, as applicable.
 
EMPLOYEE ACCOUNT: An Account established for each Participant. This Account
will be credited with Net Purchase Payments made by the Participant,
specifically employee salary reduction contributions.
 
EMPLOYER ACCOUNT: An Account established for each Participant. This Account
will be credited with Net Purchase Payments made by the employer (Contract
Holder).
 
                                                                               3
<PAGE>
 
ERISA: Employee Retirement Income Security Act of 1974.
 
FUNDS: The mutual funds offered as variable funding options for the investment
of assets of the Separate Account under the Contracts.
 
GAA: Guaranteed Accumulation Account, the credited interest option available in
certain jurisdictions for deposits under the Contract.
 
HOME OFFICE: The Company's principal executive offices located at 151
Farmington Avenue, Hartford, Connecticut 06156.
 
MARKET VALUE ADJUSTMENT: An amount deducted or added to amounts withdrawn early
from the Guaranteed Accumulation Account to reflect changes in the market value
of the investment since the date of deposit. See Appendix I and the prospectus
for the Guaranteed Accumulation Account for a discussion of how the market
value adjustment is actually calculated.
 
NET PURCHASE PAYMENT(S): The Purchase Payment(s) less applicable premium taxes.
 
PARTICIPANT: An eligible person participating in the Plan maintained by the
Contract Holder, referred to as "you."
 
PLAN(S): Plans adopted by nonprofit healthcare organizations, and certain tax-
exempt nonhealthcare organizations (Section 501(c)(3) organizations) under
Section 403(b) of the Code. Certain for-profit subsidiaries of tax-exempt
organizations may be offered a separate contract in connection with qualified
defined contribution plans under Sections 401(a)/401(k) of the Code. See
Appendix V.
 
PURCHASE PAYMENT(S): The gross payment(s) made to the Company under a Contract.
 
PURCHASE PAYMENT PERIOD: For installment Purchase Payment Contracts, the period
of time for completion of the agreed-upon annual number and amount of Purchase
Payments. For example, if it is determined that the Purchase Payment Period
will consist of 12 payments per year and only 11 payments are made, the
Purchase Payment Period is not completed until the twelfth Purchase Payment is
made. When a particular remittance is intended to include more than one regular
Purchase Payment, we will credit the number of Purchase Payments represented by
such remittance in determining the Purchase Payment Period. However, the number
of completed Purchase Payment Periods may never be greater than the number of
full calendar years since the date an Account is established under the
Contract.
 
SEC: Securities and Exchange Commission.
 
SEPARATE ACCOUNT: Variable Annuity Account C, an account that segregates assets
from other assets of the Company. The Separate Account holds shares of the
Funds acquired for the Contracts. The Company holds title to the assets held in
the Separate Account.
 
UNDERWRITER: The registered broker-dealer which contracts with other registered
broker-dealers on behalf of the Separate Accounts to offer and sell the
Contracts.
 
VALUATION PERIOD: The period of time from when a Fund determines its net asset
value until the next time it determines its net asset value, usually from 4:15
p.m. Eastern time each day the New York Stock Exchange is open, until 4:15 p.m.
the next such business day.
 
VALUATION RESERVE: A reserve established pursuant to the insurance laws of
Connecticut to measure voting rights during the Annuity Period and the value of
a commutation right available under the "Payments for a Specified Period"
nonlifetime Annuity option when elected on a variable basis under the Contract.
 
VARIABLE ANNUITY CONTRACT: An Annuity Contract providing for the accumulation
of values and/or for Annuity payments which vary in dollar amount with
investment results.
 
4
<PAGE>
 
                              PROSPECTUS SUMMARY
 
CONTRACTS OFFERED
 
The two Contracts described in this prospectus are group, deferred, variable
annuity contracts. One allows lump-sum payments and the other allows
installment payments. See "Purchase--Contract Purchase," "Contract Rights" and
"Miscellaneous."
 
These Contracts apply to Plans that are adopted by nonprofit healthcare
organizations, certain tax-exempt nonhealthcare organizations (Section
501(c)(3) organizations) under Section 403(b) of the Code. Certain for-profit
subsidiaries of tax exempt organizations may be offered a separate contract in
connection with qualified defined contribution plans under Section
401(a)/401(k) (see Appendix V). Amounts held under the Plans may be entitled
to tax-deferred treatment under certain sections of the Code. Under these
formal retirement plans, the Contract Holder (employer) makes contributions on
behalf of the Participant (employee) and the Participant makes contributions
via salary reduction. Contributions made under the Plan are forwarded by the
Contract Holder to the Company. The Contract Holder must notify the Company of
the applicability of Title I of the Employee Retirement Income Security Act of
1974 ("ERISA") as amended by subsequent law including the Retirement Equity
Act of 1984 ("REA"), to the Plan.
 
PURCHASE
 
The Contracts may be purchased by eligible organizations on behalf of a group
made up of their employees. Eligible employees may participate in the Contract
by completing an enrollment form (and any other required forms) and submitting
it to the Company with an initial Purchase Payment. Purchase Payments are made
by salary reduction or by lump sum payments from an eligible, existing plan.
See "Contract Purchase."
 
REDEMPTION
 
The Contract Holder may redeem all or a portion of the Account Value during
the Accumulation Period by properly completing the Company's disbursement form
and sending it to the Company's. Certain charges and deductions may be
assessed upon withdrawal. See "Charges and Deductions." With respect to any
such withdrawal from a Plan subject to ERISA, the Contract Holder must provide
written certification that the applicable REA requirements have been met and
that the distribution is in accordance with the terms of the Plan. See
"Contract Rights--Withdrawals." Limitations apply to withdrawals from the
Fixed Plus Account. See Appendix III. The Code restricts full and partial
withdrawals in certain circumstances. See "Withdrawal Restrictions."
 
DEFERRED SALES CHARGES
 
Amounts withdrawn may be subject to a deferred sales charge. The maximum
deferred sales charge that could be assessed on a full or partial withdrawal
is 5% of the amount withdrawn. See "Charges and Deductions--Deferred Sales
Charge." Amounts withdrawn from GAA may be subject to a market value
adjustment. See Appendix I.
 
TAXES AND WITHHOLDING
 
A 10% federal tax penalty and a 20% withholding for income tax may be imposed
on certain withdrawals. See "Tax Status --Contracts Used with Certain
Retirement Plans."
 
CONTRACT CHARGES
 
Certain charges are associated with these Contracts, for example, mortality
and expense risk charges, administrative expense charges and maintenance fees.
The Funds are also subject to certain fees and expenses. Purchase Payments may
also be subject to premium taxes. See "Charges and Deductions" for a complete
explanation of these charges.
 
FREE LOOK PROVISION
 
Contract Holders have the right to cancel their Contract within 10 days after
receiving it by returning it to the Company along with a written notice of
cancellation. Unless state law requires otherwise, the amount you will receive
on cancellation under this provision may reflect the investment performance of
the Purchase Payments deposited in the separate account while invested. In
certain cases, this may be less than the amount of your Purchase Payments. See
"Contract Rights--Right to Cancel."
 
                                                                              5
<PAGE>
 
                                   FEE TABLE
                    (Based on year ended December 31, 1994)
 
THE PURPOSE OF THE FEE TABLE IS TO ASSIST CONTRACT HOLDERS IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT WILL BE BORNE, DIRECTLY OR INDIRECTLY, UNDER
THE CONTRACT. THE INFORMATION LISTED REFLECTS THE CHARGES DUE UNDER THE
CONTRACT AS WELL AS THE FEES AND EXPENSES DEDUCTED FROM THE FUNDS. ADDITIONAL
INFORMATION REGARDING THE CHARGES AND DEDUCTIONS ASSESSED UNDER THE CONTRACT
CAN BE FOUND UNDER "CHARGES AND DEDUCTIONS" IN THIS PROSPECTUS. CHARGES AND
EXPENSES SHOWN DO NOT TAKE INTO ACCOUNT PREMIUM TAXES THAT MAY BE APPLICABLE.
FOR MORE INFORMATION REGARDING EXPENSES PAID OUT OF THE ASSETS OF A PARTICULAR
FUND, SEE THE FUND'S PROSPECTUS.
 
CONTRACT HOLDER TRANSACTION EXPENSES
- ------------------------------------ 
DEFERRED SALES CHARGE (as a percentage of amount withdrawn)(/1/):
 
<TABLE>
<CAPTION>
      INSTALLMENT PURCHASE
         PAYMENT ACCOUNT
       (Completed Purchase
        Payment Periods)        DEDUCTION
   ---------------------------  ---------
   <S>                          <C>
     Less than 5                    5%
     5 or more but less than 7      4%
     7 or more but less than 9      3%
     9 or 10                        2%
     more than 10                   0%
</TABLE>
<TABLE>
<CAPTION>
 
         SINGLE PURCHASE                                           
         PAYMENT ACCOUNT                                           
    (Completed Account Years)   DEDUCTION                          
   ---------------------------  ---------                          
   <S>                          <C>                                
     Less than 5                    5%                             
     5 or more but less than 6      4%                             
     6 or more but less than 7      3%                             
     7 or more but less than 8      2%                             
     8 or more but less than 9      1%                             
     9 or more                      0%                              
</TABLE>
 
ANNUAL CONTRACT MAINTENANCE FEE(/2/)
- ------------------------------------
Installment Purchase Payment Contract                    $15.00 per Account
Single Premium Purchase Payment Contract                 $ 0.00
 
SEPARATE ACCOUNT ANNUAL EXPENSES
- -------------------------------- 
(Daily deductions, equal to the percentage shown on an annual basis, made from
amounts allocated to the variable options)
 
<TABLE>
   <S>                                     <C>
   Mortality and Expense Risk Fees         1.25%
   Administrative Expense Charge(/3/)         0%
                                           -----
   Total Separate Account Annual Expenses  1.25%
                                           =====
</TABLE>
 
(/1/) The total amount deducted for the deferred sales charge will not exceed
      8.5% of the Purchase Payments made to the Account. The deferred sales
      charge may be referred to in the Contract as a "surrender fee." See
      "Charges and Deductions--Deferred Sales Charge" for instances in which
      this charge is not deducted.
(/2/) This represents the maximum annual maintenance fee that will be deducted
      under a Retirement Plus Contract. See "Charges and Deductions--Maintenance
      Fee" for instances in which this fee may be reduced. A maintenance fee, to
      the extent permitted by state law, is also deducted upon termination of an
      Account.
(/3/) We currently do not impose an Administrative Expense Charge. However, we
      reserve the right to deduct a daily charge of not more than 0.25% per year
      from the portion of Account Values held in the Separate Account.
 
6
<PAGE>
 
MUTUAL FUND ANNUAL EXPENSES
- --------------------------- 
(Except as noted, the following figures are a percentage of average net assets
and, except where otherwise indicated, are based on figures for the year ended
December 31, 1994)
 
<TABLE>
<CAPTION>
                                      INVESTMENT         OTHER         TOTAL
                                  ADVISORY FEES(/1/) EXPENSES(/2/)  MUTUAL FUND
                                    (AFTER EXPENSE   (AFTER EXPENSE   ANNUAL
                                    REIMBURSEMENT)   REIMBURSEMENT)  EXPENSES
                                  ------------------ -------------- -----------
<S>                               <C>                <C>            <C>
Aetna Variable Fund                     0.25%            0.05%         0.30%
Aetna Income Shares                     0.25%            0.08%         0.33%
Aetna Variable Encore Fund              0.25%            0.07%         0.32%
Aetna Investment Advisers Fund,
 Inc.                                   0.25%            0.07%         0.32%
Aetna Ascent Variable
 Portfolio(/3/)                         0.50%            0.20%         0.70%
Aetna Crossroads Variable
 Portfolio(/3/)                         0.50%            0.20%         0.70%
Aetna Legacy Variable
 Portfolio(/3/)                         0.50%            0.20%         0.70%
Alger American Growth Portfolio         0.75%            0.11%         0.86%
Alger American Small Cap
 Portfolio                              0.85%            0.11%         0.96%
Calvert Responsibly Invested
 Balanced Portfolio                     0.70%            0.10%         0.80%
Fidelity Contrafund
 Portfolio(/3/)                         0.62%            0.27%         0.89%
Fidelity Equity-Income Portfolio        0.52%            0.06%         0.58%
Fidelity Growth Portfolio               0.62%            0.07%         0.69%
Fidelity Overseas Portfolio             0.77%            0.14%         0.91%
Franklin Government Securities
 Trust(/4/)                             0.47%            0.16%         0.63%
Janus Aspen Aggressive Growth
 Portfolio(/5/)                         0.77%            0.28%         1.05%
Janus Aspen Balanced
 Portfolio(/5/)                         0.83%            0.74%         1.57%
Janus Aspen Flexible Income
 Portfolio(/5/)                         0.30%            0.70%         1.00%
Janus Aspen Growth
 Portfolio(/5/)                         0.66%            0.22%         0.88%
Janus Aspen Short-Term Bond
 Portfolio(/5/)                         0.00%            0.65%         0.65%
Janus Aspen Worldwide Growth
 Portfolio(/5/)                         0.69%            0.49%         1.18%
Lexington Natural Resources
 Trust(/6/)                             1.00%            0.55%         1.55%
Neuberger & Berman Growth
 Portfolio(/7/)                         0.79%            0.12%         0.91%
Scudder International Portfolio         0.88%            0.20%         1.08%
TCI Growth(/8/)                         1.00%            0.00%         1.00%
</TABLE>
- --------
(/1/) Certain of the unaffiliated Fund advisers reimburse the Company for
      administrative costs incurred in connection with administering the Funds
      as variable funding options under the Contract. These reimbursements are
      paid out of the investment advisory fees and are not charged to investors.
(/2/) A Fund's "Other Expenses" include operating costs of the Fund. The
      deduction of the above expenses are reflected in the Fund's net asset
      value and are not deducted from the Account Value under the Contract.
(/3/) These Funds have only limited operating history; therefore the expenses
      are estimated for the current fiscal year.
(/4/) The investment adviser for the Franklin Government Securities Trust has
      agreed to reduce the investment advisory fee and to reimburse the Fund for
      certain expenses. Without this agreement, the other expenses would have
      been 0.63% and total annual expenses for the Franklin Government
      Securities Trust would have been 0.78%.
(/5/) The expense figures shown are net of certain expense waivers from Janus
      Capital Corporation. Without such waivers, the Investment Advisory Fees,
      Other Expenses and Total Mutual Fund Annual Expenses for the Portfolios
      for the fiscal year ended December 31, 1994 would have been: 1.00%, 0.28%
      and 1.28%, respectively, for Janus Aspen Aggressive Growth Portfolio;
      1.00%, 0.74% and 1.74%, respectively, for Janus Aspen Balanced Portfolio;
      0.65%, 0.70% and 1.35%, respectively, for Janus Aspen Flexible Income
      Portfolio; 1.00%, 0.22% and 1.22%, respectively, for Janus Aspen Growth
      Portfolio; 0.65%, 0.75% and 1.40%, respectively, for Janus Aspen Short-
      Term Bond Portfolio; and 1.00%, 0.49% and 1.49%, respectively, for Janus
      Aspen Worldwide Growth Portfolio.
(/6/) These fees as a percentage of assets are higher than those for other
      similar funds, although the amounts of the fees are not due to the limited
      amount of assets in the Fund.
(/7/) Until May 1, 1995, the Portfolio had a Distribution Plan pursuant to Rule
      12b-1 which provided for the reimbursement by Neuberger & Berman
      Management of certain distribution expenses, up to a maximum of 0.25% on
      an annual basis of the Portfolio's average daily net assets. The "Total
      Annual Expenses" shown above would have been increased by 0.02% for each
      portfolio if the 12b-1 fees for the months of January through April, 1995
      were taken into account.
(/8/) The Portfolio's investment adviser pays all expenses of the Portfolio
      except brokerage commissions, taxes, interest, fees and expenses of the
      non-interested directors (including counsel fees) and extraordinary
      expenses.
 
                                                                              7
<PAGE>
 
HYPOTHETICAL ILLUSTRATION (EXAMPLE)
- ----------------------------------- 
THIS EXAMPLE IS PURELY HYPOTHETICAL. IT SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES OR EXPECTED RETURN. ACTUAL EXPENSES
AND/OR RETURN MAY BE MORE OR LESS THAN THOSE SHOWN BELOW.
 
Assuming a 5% annual return on assets, you would have paid the following
expenses on a $1,000 investment:(/1/)
 
<TABLE>
<CAPTION>
                          If you withdraw your entire     If you do not withdraw your
                          Account Value at the end of the           ---
                          applicable time period:         entire Account Value or if you
                                                          annuitize:

                          1 year 3 years 5 years 10 years 1 year 3 years 5 years 10 years
                          ------ ------- ------- -------- ------ ------- ------- --------
<S>                       <C>    <C>     <C>     <C>      <C>    <C>     <C>     <C>
Aetna Variable Fund        $68    $107    $148     $194    $17     $52    $ 89     $194
Aetna Income Shares        $69    $108    $150     $197    $17     $53    $ 91     $197
Aetna Variable Encore
 Fund                      $69    $107    $149     $196    $17     $52    $ 90     $196
Aetna Investment
 Advisers Fund, Inc.       $69    $107    $149     $196    $17     $52    $ 90     $196
Aetna Ascent Variable
 Portfolio                 $72    $118    $168     $237    $21     $64    $110     $237
Aetna Crossroads
 Variable Portfolio        $72    $118    $168     $237    $21     $64    $110     $237
Aetna Legacy Variable
 Portfolio                 $72    $118    $168     $237    $21     $64    $110     $237
Alger American Growth
 Portfolio                 $74    $123    $175     $253    $22     $69    $118     $253
Alger American Small Cap
 Portfolio                 $75    $126    $180     $263    $23     $72    $123     $263
Calvert Responsibly
 Invested
 Balanced Portfolio        $73    $121    $172     $247    $22     $67    $115     $247
Fidelity Contrafund
 Portfolio                 $74    $124    $177     $256    $23     $70    $119     $256
Fidelity Equity-Income
 Portfolio                 $71    $115    $162     $224    $19     $60    $104     $224
Fidelity Growth
 Portfolio                 $72    $118    $167     $236    $21     $64    $109     $236
Fidelity Overseas
 Portfolio                 $74    $125    $178     $258    $23     $70    $120     $258
Franklin Government
 Securities Trust          $72    $117    $164     $230    $20     $62    $106     $230
Janus Aspen Aggressive
 Growth Portfolio          $75    $129    $184     $272    $24     $74    $127     $272
Janus Aspen Balanced
 Portfolio                 $80    $143    $209     $323    $29     $90    $153     $323
Janus Aspen Flexible
 Income Portfolio          $75    $127    $182     $267    $24     $73    $125     $267
Janus Aspen Growth
 Portfolio                 $74    $124    $176     $255    $22     $69    $119     $255
Janus Aspen Short-Term
 Bond Portfolio            $72    $117    $165     $231    $20     $62    $107     $231
Janus Aspen Worldwide
 Growth Portfolio          $77    $132    $190     $285    $25     $88    $134     $285
Lexington Natural
 Resources Trust           $80    $143    $208     $321    $29     $89    $152     $321
Neuberger & Berman
 Growth Portfolio          $74    $125    $178     $258    $23     $70    $120     $258
Scudder International
 Portfolio                 $76    $129    $186     $275    $24     $75    $129     $275
TCI Growth                 $75    $127    $182     $267    $24     $73    $125     $267
</TABLE>
- --------
(/1/)The illustration reflects the $15.00 annual maintenance fee as an annual
     charge of 0.088% of assets.
 
8
<PAGE>
 
                        CONDENSED FINANCIAL INFORMATION
 
   (SELECTED DATA FOR ACCUMULATION UNITS OUTSTANDING THROUGHOUT EACH PERIOD)
 
THE CONDENSED FINANCIAL INFORMATION PRESENTED BELOW FOR EACH OF THE YEARS IN
THE TEN-YEAR PERIOD ENDED DECEMBER 31, 1994 (AS APPLICABLE), IS DERIVED FROM
THE FINANCIAL STATEMENTS OF THE SEPARATE ACCOUNT, WHICH FINANCIAL STATEMENTS
HAVE BEEN AUDITED BY KPMG PEAT MARWICK LLP, INDEPENDENT AUDITORS. THE FINANCIAL
STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1994 AND THE INDEPENDENT
AUDITORS' REPORT THEREON, ARE INCLUDED IN THE STATEMENT OF ADDITIONAL
INFORMATION.
 
<TABLE>
<CAPTION>
                     1994        1993          1992           1991       1990       1989            1988       1987       1986
                  ----------- ----------      -------      ---------- ---------- ----------      ---------- ---------- ----------
<S>               <C>         <C>             <C>          <C>        <C>        <C>             <C>        <C>        <C>
AETNA VARIABLE
 FUND
Value at
 beginning of
 period               $11.020    $10.454       97.165         $77.845    $76.311    $59.871         $52.885    $50.760    $43.205
Value at end of
 period               $10.778    $11.020      $10.454(/2/)    $97.165    $77.845    $76.311         $59.871    $52.885    $50.760
Increase
 (decrease) in
 value of
 accumulation
 unit(/1/)            (2.20)%      5.41%             (/2/)     24.82%      2.01%     27.46%          13.21%      4.19%     17.49%
Number of
 accumulation
 units
 outstanding at
 end of period    114,733,035 44,166,467       21,250      20,948,226 18,362,906 17,142,820      16,455,396 16,497,406 16,578,251
AETNA INCOME
 SHARES
Value at
 beginning of
 period               $10.905    $10.068      $36.789         $31.192    $28.943    $25.574         $24.061    $23.308    $20.703
Value at end of
 period               $10.360    $10.905      $10.068(/3/)    $36.789    $31.192    $28.943         $25.574    $24.061    $23.308
Increase
 (decrease) in
 value of
 accumulation
 unit(/1/)            (5.00)%      8.31%             (/3/)     17.94%      7.77%     13.17%           6.29%      3.23%     12.58%
Number of
 accumulation
 units
 outstanding at
 end of period     11,713,354  4,084,142        3,870       7,844,412  6,984,793  6,202,834       5,955,293  5,372,271  6,188,470
AETNA VARIABLE
 ENCORE FUND
Value at
 beginning of
 period               $10.241    $10.048      $33.812         $32.138    $30.012    $27.783         $26.171    $24.812    $23.504
Value at end of
 period               $10.528    $10.241      $10.048(/4/)    $33.812    $32.138    $30.012         $27.783    $26.171    $24.812
Increase
 (decrease) in
 value of
 accumulation
 unit(/1/)              2.80%      1.92%             (/4/)      5.21%      7.08%      8.02%           6.16%      5.48%      5.57%
Number of
 accumulation
 units
 outstanding at
 end of period      7,673,528  2,766,044          825       8,430,082 10,220,110  8,286,033       8,154,644  7,326,151  6,692,947
AETNA INVESTMENT
 ADVISERS FUND,
 INC.
Value at
 beginning of
 period               $11.057    $10.189      $12.736         $10.896    $10.437    $10.000(/5/)
Value at end of
 period               $10.868    $11.057      $10.189(/6/)    $12.736    $10.896    $10.437
Increase
 (decrease) in
 value of
 accumulation
 unit(/1/)            (1.71)%      8.52%             (/6/)     16.89%      4.40%      4.37%
Number of
 accumulation
 units
 outstanding at
 end of period     23,139,604 11,368,365       11,508      22,898,099 17,078,985  9,535,986
ALGER AMERICAN
 SMALL CAP
 PORTFOLIO
Value at
 beginning of
 period                $9.959    $10.000(/7/)
Value at end of
 period                $9.437    $ 9.959
Increase
 (decrease) in
 value of
 accumulation
 unit(/1/)            (5.24)%    (0.41)%
Number of
 accumulation
 units
 outstanding at
 end of period      6,339,407    781,836
CALVERT
 RESPONSIBLY
 INVESTED
 BALANCED
 PORTFOLIO*
Value at
 beginning of
 period               $11.036    $10.278      $10.000         $10.896    $10.437    $10.000(/8/)
Value at end of
 period               $10.554    $11.036      $10.278         $12.736    $10.896    $10.437
Increase
 (decrease) in
 value of
 accumulation
 unit(/1/)            (4.37)%      7.37%        2.78%          16.89%      4.40%      4.37%
Number of
 accumulation
 units
 outstanding at
 end of period        521,141    144,168        2,556      22,898,099 17,076,985  9,535,986
<CAPTION>
                     1985
                  ----------------
<S>               <C>
AETNA VARIABLE
 FUND
Value at
 beginning of
 period               $33.323
Value at end of
 period               $43.205
Increase
 (decrease) in
 value of
 accumulation
 unit(/1/)              29.66%
Number of
 accumulation
 units
 outstanding at
 end of period     14,186,456
AETNA INCOME
 SHARES
Value at
 beginning of
 period               $17.145
Value at end of
 period               $20.703
Increase
 (decrease) in
 value of
 accumulation
 unit(/1/)              20.75%
Number of
 accumulation
 units
 outstanding at
 end of period      4,673,837
AETNA VARIABLE
 ENCORE FUND
Value at
 beginning of
 period               $21.942
Value at end of
 period               $23.504
Increase
 (decrease) in
 value of
 accumulation
 unit(/1/)               7.12%
Number of
 accumulation
 units
 outstanding at
 end of period      7,220,756
AETNA INVESTMENT
 ADVISERS FUND,
 INC.
Value at
 beginning of
 period
Value at end of
 period
Increase
 (decrease) in
 value of
 accumulation
 unit(/1/)
Number of
 accumulation
 units
 outstanding at
 end of period
ALGER AMERICAN
 SMALL CAP
 PORTFOLIO
Value at
 beginning of
 period
Value at end of
 period
Increase
 (decrease) in
 value of
 accumulation
 unit(/1/)
Number of
 accumulation
 units
 outstanding at
 end of period
CALVERT
 RESPONSIBLY
 INVESTED
 BALANCED
 PORTFOLIO*
Value at
 beginning of
 period
Value at end of
 period
Increase
 (decrease) in
 value of
 accumulation
 unit(/1/)
Number of
 accumulation
 units
 outstanding at
 end of period
</TABLE>
 
                                                                               9
<PAGE>
 
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
 
   (SELECTED DATA FOR ACCUMULATION UNITS OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
                                            1994           1993     1992
                                         ----------      --------- -------
<S>                                      <C>             <C>       <C>
FRANKLIN GOVERNMENT SECURITIES TRUST
Value at beginning of period                $10.642        $10.008 $10.000(/8/)
Value at end of period                      $10.119        $10.642 $10.008
Increase (decrease) in value of
 accumulation unit(/1/)                     (4.91)%          6.33%   0.08%
Number of accumulation units
 outstanding at end of period               325,365        167,137   5,559
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period                $10.000(/9/)
Value at end of period                      $10.581
Increase (decrease) in value of
 accumulation unit(/1/)                       5.81%
Number of accumulation units
 outstanding at end of period               753,862
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period                $10.000(/9/)
Value at end of period                      $ 9.873
Increase (decrease) in value of
 accumulation unit(/1/)                     (1.27)%
Number of accumulation units
 outstanding at end of period                28,543
LEXINGTON NATURAL RESOURCES TRUST
Value at beginning of period                $10.877        $ 9.832 $10.000(/8/)
Value at end of period                      $10.154        $10.877 $ 9.832
Increase (decrease) in value of
 accumulation unit(/1/)                     (6.65)%         10.63% (1.68%)
Number of accumulation units
 outstanding at end of period               703,676        135,614     561
NEUBERGER & BERMAN GROWTH PORTFOLIO
Value at beginning of period                $11.747        $10.864 $10.000(/8/)
Value at end of period                      $11.026        $11.747 $10.864
Increase (decrease) in value of
 accumulation unit(/1/)                     (6.14)%          8.13%   8.64%
Number of accumulation units
 outstanding at end of period             1,865,104        546,559  10,645
SCUDDER INTERNATIONAL PORTFOLIO
Value at beginning of period                $12.957        $ 9.578 $10.000(/8/)
Value at end of period                      $12.687        $12.957 $ 9.578
Increase (decrease) in value of
 accumulation unit(/1/)                     (2.08)%         35.28%  (4.22%)
Number of accumulation units
 outstanding at end of period             6,558,946      1,020,233   5,232
TCI GROWTH
Value at beginning of period                $12.069        $10.692 $10.000(/8/)
Value at end of period                      $11.781        $12.069 $10.692
Increase (decrease) in value of
 accumulation unit(/1/)                     (2.39)%         12.88%   6.92%
Number of accumulation units
 outstanding at end of period            12,853,828      3,667,821   2,254
</TABLE>
(/1/) The above figures are calculated by subtracting the beginning Accumulation
      Unit value from the ending Accumulation Unit value during a calendar year,
      and dividing the result by the beginning Accumulation Unit value. These
      figures do not reflect the deferred sales charges or the fixed dollar
      annual maintenance fee, if any. Inclusion of those charges would reduce
      the investment results shown.
(/2/) The Accumulation Unit value was converted to $10.000 on August 21, 1992
      upon the commencement of a new administrative system. Immediately prior to
      that date, the Accumulation Unit value of the Fund was $97.817. On the
      date of conversion, additional units were issued so that account values
      were not changed as a result of the conversion. The percentage change in
      the Accumulation Unit value from the beginning of the year to the date of
      conversion was 0.67%; the percentage change in the Accumulation Unit value
      from the date of conversion to the end of the year was 4.54%.
(/3/) The Accumulation Unit value was converted to $10.000 on August 21, 1992
      upon the commencement of a new administrative system. Immediately prior to
      that date, the Accumulation Unit value of the Fund was $38.521. On the
      date of conversion, additional units were issued so that account values
      were not changed as a result of the conversion. The percentage change in
      the Accumulation Unit value from the beginning of the year to the date of
      conversion was 4.70%; the percentage change in the Accumulation Unit value
      from the date of conversion to the end of the year was 0.68%.
(/4/) The Accumulation Unit value was converted to $10.000 on August 21, 1992
      upon the commencement of a new administrative system. Immediately prior to
      that date, the Accumulation Unit value of the Fund was $34.397. On the
      date of conversion, additional units were issued so that account values
      were not changed as a result of the conversion. The percentage change in
      the Accumulation Unit value from the beginning of the year to the date of
      conversion was 1.73%; the percentage change in the Accumulation Unit value
      from the date of conversion to the end of the year was 0.48%.
(/5/) The initial Accumulation Unit value was established at $10.000 on June 23,
      1989, the date on which the Fund commenced operations.
(/6/) The Accumulation Unit value was converted to $10.000 on August 21, 1992
      upon the commencement of a new administrative system. Immediately prior to
      that date, the Accumulation Unit value of the Fund was $13.118. On the
      date of conversion, additional units were issued so that account values
      were not changed as a result of the conversion. The percentage change in
      the Accumulation Unit value from the beginning of the year to the date of
      conversion was 2.99%; the percentage change in the Accumulation Unit value
      from the date of conversion to the end of the year was 1.89%.
(/7/) The initial Accumulation Unit value was established at $10.000 on
      September 17, 1993, the date on which the Portfolio became available under
      the Contract.
(/8/) The initial Accumulation Unit value was established at $10.000 on August
      21, 1992, the date on which the Fund/Portfolio become available under the
      Contract.
(/9/) The initial Accumulation Unit value was established at $10.000 during
      October 1994, when funds were first received in this option.
  *   Formerly Calvert Socially Responsible Series.
 
10
<PAGE>
 
                                PERFORMANCE DATA
 
From time to time, the Company may advertise different types of historical
performance for the variable funding options of the Separate Account available
under the Contracts described in this Prospectus. The Company may advertise the
"standardized average annual total returns" of the variable funding options,
calculated in a manner prescribed by the SEC, as well as the "non-standardized
return." Both methods are described below. Further information is contained in
the SAI.
 
"Standardized average annual total returns" are computed according to a formula
in which a hypothetical investment of $1,000 is applied to the variable funding
options under the Contract and then related to the ending redeemable values
over the most recent one, five and ten-year periods (or since inception if less
than 10 years). Standardized returns will reflect the deduction of all
recurring charges during each period (e.g., mortality and expense risk charges,
the annual maintenance fee, the administrative expense charge and any
applicable deferred sales charge).
 
"Non-standardized returns" will be calculated in a similar manner, except that
non-standardized figures will not reflect the deduction of any applicable
deferred sales charge (which would decrease the level of performance shown if
reflected in these calculations). The non-standardized figures may also include
a three-year period.
 
For Funds that were in existence prior to the date that the Fund became
available under the Contract, the performance data will show the investment
performance that such Fund would have achieved (reduced by the applicable
charges) had it been available under the Contract for the period quoted.
 
We may distribute sales literature that compares the percentage change in
Accumulation Unit values for any of the Funds to established market indexes
such as the Standard & Poor's 500 Stock Index and the Dow Jones Industrial
Average or to the percentage change in values of other management investment
companies that have investment objectives similar to the Fund being compared.
 
We may publish in advertisements and reports to you and Contract Holders, the
ratings and other information assigned to us by one or more independent rating
organizations such as A.M. Best Company, Duff & Phelps, Standard & Poor's
Corporation and Moody's Investors Services, Inc. The purpose of the ratings is
to reflect our financial strength and/or claims-paying ability. We may also
quote ranking services such as Morningstar's Variable Annuity/Life Performance
Report and Lipper's Variable Insurance Products Performance Analysis Service
(VIPPAS), which rank variable annuity or life subaccounts or their underlying
funds by performance and/or investment objective. From time to time, we will
quote articles from newspapers and magazines or other publications or reports,
including, but not limited to The Wall Street Journal, Money magazine, USA
Today and The VARDS Report.
 
                                                                              11
<PAGE>
 
                                  THE COMPANY
 
Aetna Life Insurance and Annuity Company is a stock life insurance company
organized in 1976 under the insurance laws of the State of Connecticut; it is
the depositor for Variable Annuity Account C. As of December 31, 1994, the
Company managed over $20.4 billion of assets. As of December 31, 1993, we
ranked among the top 2% of all U.S. life insurance companies by size. The
Company is a wholly owned subsidiary of Aetna Life and Casualty Company which,
with its subsidiaries, constitutes one of the nation's largest diversified
financial services organizations. The Company's Home Office is located at 151
Farmington Avenue, Hartford, Connecticut 06156.
 
                          VARIABLE ANNUITY ACCOUNT C
 
Variable Annuity Account C is a separate account established by the Company in
1976 pursuant to the insurance laws of the State of Connecticut. The Separate
Account was formed for the purpose of segregating assets attributable to the
variable portions of Contracts from other assets of the Company. The Separate
Account is registered as a unit investment trust under the Investment Company
Act of 1940, and meets the definition of "separate account" under federal
securities laws.
 
Although the Company holds title to the assets of the Separate Account, such
assets are not chargeable with liabilities arising out of any other business
the Company may conduct. Income, gains or losses of the Separate Account are
credited to or charged against the assets of the Separate Account without
regard to other income, gains or losses of the Company. All obligations
arising under the Contracts are general corporate obligations of the Company.
 
                                   THE FUNDS
 
The Contract Holder will designate some or all of the mutual funds described
below as variable funding options under the Contract. The Contract Holder, or
you, if allowed by the Contract Holder may select one or more of the Funds for
investment of the Purchase Payments made on your behalf. Except where noted,
all of the Funds are diversified as defined in the Investment Company Act of
1940. The availability of the Funds is subject to applicable regulatory
authorization. Not all Funds are available in all jurisdictions or under all
Contracts.
 
  . AETNA VARIABLE FUND (sometimes called the "Growth and Income Fund") seeks
    to maximize total return through investments in a diversified portfolio
    of common stocks and securities convertible into common stock.
 
  . AETNA INCOME SHARES (sometimes called the "Bond Fund") seeks to maximize
    total return, consistent with reasonable risk, through investments in a
    diversified portfolio consisting primarily of debt securities.
 
  . AETNA VARIABLE ENCORE FUND (sometimes called the "Money Market Fund")
    seeks to provide high current return, consistent with preservation of
    capital and liquidity, through investment in high-quality money market
    instruments. An investment in the Fund is neither insured nor guaranteed
    by the U.S. Government.
 
  . AETNA INVESTMENT ADVISERS FUND, INC., (sometimes called the "Managed
    Fund") is a managed mutual fund which seeks to maximize investment return
    consistent with reasonable safety of principal by investing in one or
    more of the following asset classes: stocks, bonds and cash equivalents
    based on the Company's judgment of which of those sectors or mix thereof
    offers the best investment prospects.
 
  . AETNA GENERATION PORTFOLIOS, INC.--AETNA ASCENT VARIABLE PORTFOLIO seeks
    to provide capital appreciation by allocating its investments among
    equities and fixed income securities. Aetna Ascent Variable Portfolio is
    managed for investors who generally have an investment horizon exceeding
    15 years, and who have a high level of risk tolerance. See the Fund's
    prospectus for a description of the risks involved.
 
  . AETNA GENERATION PORTFOLIOS, INC.--AETNA CROSSROADS VARIABLE PORTFOLIO
    seeks to provide total return (i.e., income and capital appreciation,
    both realized and unrealized) by allocating its investments among
    equities and fixed income securities. Aetna Crossroads Variable
 
12
<PAGE>
 
    Portfolio is managed for investors who generally have an investment
    horizon exceeding 10 years and who have a moderate level of risk
    tolerance.
 
  . AETNA GENERATION PORTFOLIOS, INC.--AETNA LEGACY VARIABLE PORTFOLIO seeks
    to provide total return consistent with preservation of capital by
    allocating its investments among equities and fixed income securities.
    Aetna Legacy Variable Portfolio is managed for investors who generally
    have an investment horizon exceeding five years and who have a low level
    of risk tolerance.
 
  . ALGER AMERICAN FUND--ALGER AMERICAN GROWTH PORTFOLIO seeks long-term
    capital appreciation by investing in a diversified, actively managed
    portfolio of equity securities, primarily of companies with total market
    capitalization--present market value per share multiplied by the total
    number of shares outstanding--of $1 billion or greater. Income is a
    consideration in the selection of investments but is not an investment
    objective.
 
  . ALGER AMERICAN FUND--ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
    ("Alger American Small Cap Portfolio") seeks capital return through
    investment in the common stock of smaller companies offering the
    potential for significant price gain. It invests at least 85% of its net
    assets in equity securities and at least 65% of its net assets in equity
    securities of companies that, at the time of purchase, have "total market
    capitalization" -- present market value per share multiplied by the total
    number of shares outstanding -- of less than $1 billion. Investing in
    smaller companies may present risks not present in investments in larger
    companies. See the Fund's prospectus for a discussion of these risks.
 
  . CALVERT RESPONSIBLY INVESTED BALANCED PORTFOLIO is a nondiversified
    portfolio that seeks growth of capital through investment in enterprises
    that make a significant contribution to society through their products
    and services and through the way they do business. Prior to May 1, 1995,
    the Fund was known as the Calvert Socially Responsible Series.
 
  . FIDELITY INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND II--CONTRAFUND
    PORTFOLIO ("Fidelity Contrafund Portfolio") seeks maximum total return
    over the long term by investing its assets mainly in equity securities of
    companies that are undervalued or out-of-favor.
 
  . FIDELITY INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND--EQUITY-INCOME
    PORTFOLIO ("Fidelity Equity-income Portfolio") seeks reasonable income by
    investing primarily in income-producing equity securities. In choosing
    these securities, the Fund will also consider the potential for capital
    appreciation.
 
  . FIDELITY INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND--GROWTH PORTFOLIO
    ("Fidelity Growth Portfolio") seeks to achieve capital appreciation by
    investing primarily in common stock, although the Fund is not limited to
    any one type of security.
 
  . FIDELITY INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND--OVERSEAS
    PORTFOLIO ("Fidelity Overseas Portfolio") seeks long-term growth of
    capital primarily through investments in foreign securities (at least 85%
    from at least three countries outside of North America). International
    investments such as these involve greater risks than U.S. investments.
 
  . FRANKLIN GOVERNMENT SECURITIES TRUST is a nondiversified portfolio that
    seeks income through investments in obligations of the U.S. Government or
    its agencies or instrumentalities, primarily GNMA obligations.
  . JANUS ASPEN SERIES--AGGRESSIVE GROWTH PORTFOLIO ("Janus Aspen Aggressive
    Growth Portfolio") is a nondiversified portfolio that seeks long-term
    growth of capital by emphasizing investments in common stocks of
    companies with market capitalizations between $1 billion and $5 billion.
 
  . JANUS ASPEN SERIES--GROWTH PORTFOLIO ("Janus Aspen Growth Portfolio")
    seeks long-term growth of capital by investing primarily in a diversified
    portfolio of common stocks of a large number of issuers of any size. The
    Portfolio generally emphasizes issuers with large market capitalizations.
 
  . JANUS ASPEN SERIES--SHORT-TERM BOND PORTFOLIO ("Janus Aspen Short-Term
    Bond Portfolio") seeks as high a level of current income as is consistent
    with preservation of capital by investing primarily in short- and
    intermediate-term fixed income securities. THe Portfolio will normally
    maintain
 
                                                                              13
<PAGE>
 
    a dollar-weighted average portfolio maturity of less than three years, but
    not to exceed five years depending upon its portfolio manager's opinion of
    prevailing market, financial and economic conditions.
 
  . JANUS ASPEN SERIES--WORLDWIDE GROWTH PORTFOLIO ("Janus Aspen Worldwide
    Growth Portfolio") seeks long-term growth of capital by investing
    primarily in common stocks of companies of foreign and domestic issuers
    of any size. The Portfolio normally invests in issuers from at least five
    different countries including the United States. International
    investments involve risks not present in U.S. Securities.
 
  . JANUS ASPEN SERIES--FLEXIBLE INCOME PORTFOLIO ("Janus Aspen Flexible
    Income Portfolio") seeks to maximize total return, consistent with
    preservation of capital from a combination of current income and capital
    appreciation. Janus Aspen Flexible Income Portfolio invests in all types
    of income-producing securities and may have substantial holdings of debt
    securities rated below investment grade ("high yield, high risk
    securities") also commonly known as "junk bonds." High yield, high risk
    securities involve certain risks. See the Fund's prospectus for a
    discussion of these risks.
 
  . LEXINGTON NATURAL RESOURCES TRUST is a nondiversified portfolio that
    seeks long-term growth of capital through investment primarily in common
    stocks of companies that own or develop natural resources and other basic
    commodities, or supply goods and services to such companies. Current
    income will not be a factor. The Fund may invest up to 25% of its total
    assets in foreign securities. Foreign investing involves risks that
    differ from those involved in domestic investing. See the Fund's
    prospectus for a discussion of these risks.
 
  . NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST--GROWTH PORTFOLIO
    ("Neuberger & Berman Growth Portfolio") seeks capital growth through
    investments in common stocks of companies that the investment adviser
    believes will have above-average earnings or otherwise provide investors
    with above-average potential for capital appreciation.
 
  . SCUDDER VARIABLE LIFE INVESTMENT FUND--INTERNATIONAL PORTFOLIO ("Scudder
    International Portfolio") seeks long-term growth of capital primarily
    through diversified holdings of marketable foreign equity investments.
    Investing in foreign securities may involve a greater degree of risk than
    investing in domestic securities. See the Fund's prospectus for a
    discussion of the risks involved.
 
  . TCI PORTFOLIOS, INC.--TCI GROWTH (a Twentieth Century Fund) seeks capital
    growth by investing in common stocks (including securities convertible
    into common stocks) and other securities that meet certain fundamental
    and technical standards of selection and, in the opinion of TCI Growth's
    management, have better than average potential for appreciation. TCI
    Growth tries to stay fully invested in such securities, regardless of the
    movement of prices generally. The Fund may invest in foreign securities.
    Foreign investing involves risks that differ from those involved in
    domestic investing. See the Fund's prospectus for a discussion of these
    risks.
 
There is no assurance that the Funds will achieve their investment objectives.
Participants bear the full investment risk of investments in the Funds
selected.
 
Some of the Funds may use in instruments known as derivatives as part of their
investment strategies, as described in their respective prospectuses. The use
of certain derivatives such as inverse floaters and principal only debt
instruments may involve higher risk of volatility to a Fund. The use of
leverage in connection with derivatives can also increase risk of losses. See
the prospectus for the Funds for a discussion of the risks associated with an
investment in those funds.
 
More comprehensive information, including a discussion of potential risks, is
found in the current prospectus for each Fund which is distributed with and
must accompany this Prospectus. Contract Holders and Participants should read
the accompanying prospectuses carefully before investing. Additional
prospectuses and the Statements of Additional Information for this Prospectus
and each of the Funds can be obtained from the Company's Home Office at the
address and telephone number listed on the cover of this Prospectus.
 
14
<PAGE>
 
FUND INVESTMENT ADVISERS
 
The following identifies the investment adviser and the subadviser, if any, for
each Fund.
 
 
<TABLE>
<CAPTION>
            FUND                   INVESTMENT ADVISER                SUBADVISER
            ----                   ------------------                ----------
<S>                           <C>                           <C>
Aetna Variable Fund           Aetna Life Insurance                       --
                               and Annuity Company (ALIAC)
Aetna Income Shares Aetna     ALIAC                                      --
Variable Encore
 Fund                         ALIAC                                      --
Aetna Investment Advisers
 Fund, Inc.                   ALIAC                                      --
Aetna Ascent Variable                                                    --
Portfolio                     ALIAC                                      --
Aetna Crossroads Variable
 Portfolio                    ALIAC                                      --
Aetna Legacy Variable
Portfolio                     ALIAC
Alger American Growth         Fred Alger Management, Inc.                --
Portfolio
Alger American Small Cap      Fred Alger Management, Inc.
 Portfolio                                                               --
Calvert Responsibly Invested  Calvert Asset Management      NCM Capital Management
 Balanced Portfolio            Company, Inc.                 Group, Inc.
Fidelity Contrafund           Fidelity Management &                      --
Portfolio                      Research Company
Fidelity Equity-Income        Fidelity Management &                      --
Portfolio                      Research Company
Fidelity Growth Portfolio     Fidelity Management &                      --
                               Research Company
Fidelity Overseas Portfolio   Fidelity Management &                      --
                               Research Company
Franklin Government           Franklin Advisers, Inc.
 Securities Trust                                                        --
Janus Aspen Aggressive        Janus Capital Corporation
 Growth Portfolio                                                        --
Janus Aspen Balanced          Janus Capital Corporation                  --
Portfolio
Janus Aspen Flexible Income   Janus Capital Corporation
 Portfolio                                                               --
Janus Aspen Growth Portfolio  Janus Capital Corporation                  --
Janus Aspen Short-Term Bond   Janus Capital Corporation                  --
 Portfolio
Janus Aspen Worldwide Growth  Janus Capital Corporation                  --
 Portfolio
Lexington Natural Resources   Lexington Management          Market Systems Research
 Trust                         Corporation                  Advisors, Inc.
Neuberger & Berman Growth     Neuberger & Berman            Neuberger & Berman
 Portfolio                     Management Incorporated
Scudder International         Scudder, Stevens & Clark,
 Portfolio                    Inc.                                       --
TCI Growth                    Investors Research                         --
                              Corporation
</TABLE>
 
                                                                              15
<PAGE>
 
MIXED AND SHARED FUNDING
 
Shares of the Funds are sold to us for funding variable annuities. The Funds
may be sold to other companies for the same purpose. This is referred to as
"shared funding." Shares of the Funds may also be used for funding variable
life insurance policies through variable life separate accounts sponsored by us
or by third parties. This is referred to as "mixed funding."
 
It is conceivable that, in the future, it may be disadvantageous for variable
annuity separate accounts and variable life separate accounts to invest in
these Funds simultaneously, since the interests of the contract holders or
policy owners may differ. Each Fund's Board of Trustees or Directors, as
applicable, has agreed to monitor events in order to identify any material
irreconcilable conflicts that may possibly arise and to determine what action,
if any, should be taken in response thereto. If such a conflict were to occur,
one of the separate accounts might withdraw its investment in a Fund. This
might force that Fund to sell portfolio securities at disadvantageous prices.
 
FUND ADDITIONS, LIMITATIONS AND SUBSTITUTIONS
 
We may, from time to time, add additional mutual funds as eligible variable
funding options under the Contracts. In such event, the Contract Holder or you,
if permitted by the Contract Holder, may be permitted to select from these
other funds, subject to any conditions that may be imposed in connection with
those options. No more than 18 different choices of investment options may be
made over the life of the Account. See "Transfers and Allocation Changes."
 
The Company's current policy is to allow only Aetna Variable Fund, Aetna Income
Shares and Aetna Investment Advisers Fund, Inc. to be used as variable
investment options during the Annuity Period. See "Annuity Period Elections."
 
The Contract Holder may decide to offer only a select number of Funds as
funding options under its Plan, or may decide to substitute shares of one Fund
for shares of another Fund currently held by the Separate Account.
 
                                    PURCHASE
 
CONTRACT PURCHASE
 
An organization eligible to establish tax-deferred annuity plans under Section
403(b) of the Code may acquire one or both group Contracts for its Plan by
filling out the appropriate master application forms and returning them to the
Company or to a Distributor for delivery to the Company. Once we approve the
application, a group Contract (or Contracts) is issued to the organization as
Contract Holder. The Contract Holder exercises all rights under the Contracts.
See "Contract Rights." A Single Purchase Payment Contract will be issued for
lump-sum transfers of amounts accumulated under a preexisting Plan. There is
currently no minimum amount for lump-sum payments; however, we reserve the
right to set such a minimum in the future. An installment Purchase Payment
Contract will be issued for continuing, periodic payments.
 
Employees of the Contract Holder may fill out an enrollment form or forms and
return them to the Company or to a Distributor for delivery to the Company for
review, acceptance or rejection.
 
The Company must accept or reject an application or enrollment form within two
business days of its receipt. If the application or enrollment form is
incomplete, the Company may hold it and any accompanying Purchase Payment for
five days. Purchase Payments may be held for longer periods only with the
consent of the Contract Holder or Participant, pending acceptance of the
application or enrollment form. If the application or enrollment form is
accepted, a Contract will be issued to the Contract Holder or the Purchase
Payment will be accepted. Any Purchase Payment accompanying the application or
enrollment form or received prior to acceptance of the application or
enrollment form,
 
16
<PAGE>
 
will be invested as of the date of acceptance. If the application or enrollment
form is rejected, the application or enrollment form and any Purchase Payments
will be returned to the Contract Holder. Initial payments held for longer than
the five business days will be deposited in the Aetna Variable Encore Fund
until the forms are completed.
 
A single group allocated Contract is issued to cover all present and future
Participants. The Contract provides for the establishment of two Accounts on
the behalf of each Participant, the Employee Account and the Employer Account
unless there are only Employer contributions, in which case there would only be
one account. The Employer Account will be credited with Net Purchase Payments
made by the employer (Contract Holder). The Employee Account will be credited
with Net Purchase Payments from employee salary reduction contributions.
 
The Contract Holder may cancel the Contract within 10 days after receiving it.
See "Right to Cancel" for more information.
 
Distinct Accounts may be established for takeover money.
 
The Code imposes a maximum limit on annual Purchase Payments which may be
excluded from your gross income. Such limit must be calculated in accordance
with Sections 403(b), 415 and 402(g) of the Code. In addition, Purchase
Payments will be excluded from your gross income only if the 403(b) Plan meets
certain Code nondiscrimination requirements. It is the Contract Holder's
responsibility to determine compliance with these requirements and other
provisions of the Plan. See "Rights Under the Contract" For 401(a)/401(k)
Contracts, see Appendix V.
 
NET PURCHASE PAYMENTS
 
Each Purchase Payment is forwarded to the Company through a Distributor. Each
Net Purchase Payment, to the extent it is to be accumulated on a variable
basis, is placed in the Separate Account and credited to the Contract.
 
The Contract Holder may elect to have the Net Purchase Payment(s) accumulate
(a) on a variable basis by allocation to one or more of the available Funds;
(b) on a fixed basis under the credited interest option; or (c) in a
combination of any of the available investment options. The Net Purchase
Payment(s) must be allocated to the respective options in increments of whole
percentage amounts. The Contract Holder may, however, by written direction to
the Company, pass this right of investment selection for the Employee Account
and/or the Employer Account to you.
 
Under the Contract, the Contract Holder or you, if authorized by the Contract
Holder, may elect to change the allocation of future Net Purchase Payments to
any accumulation option described above.
 
DISTRIBUTION
 
The Company will serve as Underwriter for the securities sold by this
Prospectus. The Company is registered as a broker-dealer with the Securities
and Exchange Commission and is a member of the National Association of
Securities Dealers, Inc. (NASD). As Underwriter, the Company will contract with
one or more registered broker-dealers ("Distributors"), including at least one
affiliate of the Company, to offer and sell the Contracts. All persons offering
and selling the Contracts must be registered representatives of the
Distributors and must also be licensed as insurance agents to sell Variable
Annuity Contracts. These registered representatives may also provide services
to Participants in connection with establishing their Accounts under the
Contract.
 
Persons offering and selling the Contracts may receive commissions in
connection with the sale of the Contracts. The maximum percentage amount that
the Company will ever pay as commission with respect to any given Purchase
Payment is with respect to those made during the first year of Purchase
Payments under a Certificate. That percentage amount will range from 1% to 6%
of those Purchase Payments. The Company may also pay renewal commissions on
Purchase Payments made after the first year and asset-based service fees. The
average of all payments made by the Company is estimated to equal approximately
3% of the total Purchase Payments made over the life of an average Contract.
The Company may also reimburse the Distributor for certain expenses. The name
of the Distributor and
 
                                                                              17
<PAGE>
 
the registered representative responsible for your Account are set forth on
your enrollment form. Commissions and sales related expenses are paid by the
Company and are not deducted from Purchase Payments. See "Charges and
Deductions--Deferred Sales Charge."
 
Occasionally, we may pay commissions and fees to Distributors which are
affiliated or associated with the Contract Holder or the Participants. We may
also enter into agreements with some entities associated with the Contract
Holder or Participants in which we would agree to pay the association for
certain services in connection with administering the Contracts. In both these
circumstances there may be an understanding that the Distributor or association
would endorse the Company as a provider of the Contract. You will be notified
if you are purchasing a Contract that is subject to these arrangements.
 
Participants acquiring interests in Contracts issued under the American
Hospital Association (AHA) endorsements should be aware that AHA Insurance
Resource Inc., an affiliate of AHA, is a registered broker-dealer and
participates as a Distributor in connection with the contract. As a
Distributor, it receives commissions based on Purchase Payments and service
fees, as described above. In addition, the Company may make loans to AHA
Insurance Resource Inc. or its agents payable out of, or collateralized by,
their commissions.
 
                           DETERMINING CONTRACT VALUE
 
ACCUMULATION UNITS
 
A Purchase Payment that is directed to one or more of the Funds is deposited in
the Separate Account and credited to the Account in the form of Accumulation
Units for each Fund selected. The number of Accumulation Units credited is
determined by dividing the applicable portion of the Purchase Payment by that
Contract's Accumulation Unit value of the appropriate Fund. The Accumulation
Unit value used is that next-computed following the date on which a Purchase
Payment is received, unless the application has not been accepted. In that
event, Purchase Payments will be credited at the Accumulation Unit Value next
determined after acceptance of the application. Shares of the Funds are
purchased by the Separate Account at the net asset value next determined by the
Fund following receipt of Purchase Payments by the Separate Account. The value
of Accumulation Units attributable to the Funds will be affected by the
investment performance, expenses and charges of those Funds. Generally, if the
net asset value of the fund increases, so does the Accumulation Unit value;
however, performance of the Separate Account is reduced by charges and
deductions under the Contract.
 
Accumulation Units are valued separately for each Fund. Therefore, if you elect
to have a Purchase Payment invested in a combination of Funds, you will have
Accumulation Units credited from more than one source. The value of your
Account as of the most recent Valuation Period, is determined by adding the
value of any Accumulation Units attributed to the Fund(s) you have selected to
the value of any amounts invested in the Fixed Account, the Fixed Plus Account
and in GAA.
 
NET INVESTMENT FACTOR
 
The value of an Accumulation Unit for any Valuation Period is calculated by
multiplying the Accumulation Unit value for the immediately preceding Valuation
Period by the net investment factor of the appropriate investment option for
the current period.
 
The net investment factor is calculated separately for each Fund in which
assets of the Separate Account are invested. It is determined by adding
1.0000000 to the net investment rate.
 
The net investment rate equals (a) the net assets of the Fund held by the
Separate Account at the end of a Valuation Period, minus (b) the net assets of
the Fund held by the Separate Account at the beginning of a Valuation Period,
plus or minus (c) taxes or provision for taxes, if any, attributable to the
operation of the Separate Account, divided by (d) the value of the Fund's
Accumulation and Annuity Units held by the Separate Account at the beginning of
the Valuation Period, minus (e) a daily charge at an annual rate of 1.25% for
the Annuity mortality and expense risks; and a daily administrative expense
charge which will not exceed 0.25% on an annual basis. The net investment rate
may be more or less than zero.
 
18
<PAGE>
 
TRANSFER CREDITS
 
The Company provides a transfer credit on transferred assets, subject to
certain conditions (and state approval). Transferred assets are the value of
contributions made on your behalf to this Plan or to a similar Plan, before the
amounts were applied to this Contract. This benefit is provided on a
nondiscriminatory basis if your Contract is eligible.
 
The transfer credit will equal a percentage of the transferred assets applied
to the Contract that remain in the Contract after a specified period of time.
Once transfer credit amounts are applied to the Accounts, all provisions of the
Contract apply. If a transfer credit is due under the Contract, you will be
provided with additional information specific to the Contract.
 
                                CONTRACT RIGHTS
 
RIGHT TO CANCEL
 
The Contract Holder may cancel the Contract no later than ten days after
receiving it (or as otherwise allowed by state law) by returning it, along with
a written notice of cancellation, to us. We will produce a refund not later
than seven days after we receive the Contract and the written notice at our
Home Office. Unless the applicable state law requires a refund of Purchase
Payment(s) only, we will refund the Purchase Payment(s) plus any increase or
minus any decrease in the value attributable to any Purchase Payments allocated
to the variable option(s).
 
RIGHTS UNDER THE CONTRACT
 
All rights under the Contract rest with the Contract Holder (generally the
employer). The Contract Holder may make any choices allowed by this Contract
for the Employer and Employee Accounts. You have no rights to direct the
Company as to payments under the Contract unless countersigned by the Contract
Holder. Benefits payable to you are governed exclusively by the Plan. The
Company is not a party to the Plan.
 
You have a nonforfeitable right to the value of your Employee Account pursuant
to Code Section 403(b) and the terms of the Plan as interpreted by the Contract
Holder. You have a nonforfeitable right to the value of your Employer Account
pursuant to the terms of, and to the extent of your vested percentage under,
the Plan as interpreted by the Contract Holder. It is the Contract Holder's
responsibility to maintain records of your vesting percentages.
 
The Contract Holder and each Participant hereunder have agreed in writing to
the terms and conditions of the Contract to have the Contract Holder make all
choices under the Contract, and to be bound by the Contract Holder's direction
to the Company. See Appendix IV.
 
In addition to the responsibilities mentioned elsewhere in this prospectus, the
Contract Holder must:
 
  (a) maintain all Participant vesting percentages and records,
 
  (b) provide written certification to the Company of the satisfaction of
      applicable REA requirements for ERISA tax-deferred annuity plans,
 
  (c) certify that all distributions are made in accordance with the terms of
      the Plan, and
 
  (d) ensure that the Plan meets certain nondiscrimination requirements
      imposed by the Code.
 
TRANSFERS AND ALLOCATION CHANGES
 
During each calendar year, the Contract Holder (or you, if authorized) may
change the allocation of future Net Purchase Payments among the allowable
investment options. There is no limit to the number
 
                                                                              19
<PAGE>
 
of changes you may make to your allocations. You may also make any number of
transfers of not less than $500 among funding options during the calendar year,
without charge. You may not make allocations or transfers, however, to new
funding options if the total number of funding options you have selected would
exceed 18, since the time you acquired an interest in the Contract. Each
variable funding option selected, the Fixed Account, Fixed Plus Account and
each guaranteed term of GAA, counts as one option, even if you no longer have
funds allocated to that option.
 
Any transfer will be based on the Accumulation Unit value next determined after
we receive a valid request at our Home Office. See Appendix I, II and III for
more information on transfers from GAA, the Fixed Account and the Fixed Plus
Account.
 
During the Annuity Period, transfers of accumulated value are not available.
 
WITHDRAWALS
 
Subject to the restrictions on withdrawals from 403(b) accounts described under
"Withdrawal Restrictions," The Contract Holder, on your behalf, may withdraw
all or a portion of the Account value during the Accumulation Period. To do so,
the Contract Holder must properly complete a disbursement form and send it to
our Home Office. If you are married and are participating in an ERISA 403(b)
Plan, the Contract Holder must provide written certification that the
applicable REA requirements for ERISA tax-deferred annuity plans have been met
(see "Rights Under the Contract"). Disbursement forms are available from us and
our representatives. Withdrawals may be requested in one of the following four
ways:
 
  . Full Withdrawal of the Contract: The amount paid will be the full value
    of the Funds, GAA, (plus or minus the Market Value Adjustment), and the
    Fixed Account held in all Accounts minus any applicable deferred sales
    charge and maintenance fee due plus one fifth of the amount held in the
    Fixed Plus Account*, minus any Fixed Plus Account withdrawals, transfers
    or annuitizations made in the prior 12 months.
 
  . Full Withdrawal of an Account: The amount paid will be the full value of
    the Funds, GAA, (plus or minus the Market Value Adjustment), and the
    Fixed Account held in the Account minus any applicable deferred sales
    charge and maintenance fee due plus one fifth of the amount held in the
    Fixed Plus Account*, minus any Fixed Plus Account withdrawals, transfers,
    loan or annuitizations made in the prior 12 months.**
 
  . Partial Withdrawal (Percentage): The amount paid will be the percentage
    of the Account value requested minus any applicable deferred sales
    charge.** However, amounts withdrawn from the Fixed Plus Account may not
    exceed 20% minus any Fixed Plus Account *** withdrawals, transfers or
    annuitizations in the prior 12 months.
 
  . Partial Withdrawal (Specific Dollar Amount): The amount paid will be the
    dollar amount requested. However, the amount withdrawn from the Account
    will equal the dollar amount requested plus any applicable deferred sales
    charge.** The amount withdrawn from the Fixed Plus Account may not exceed
    20% minus any Fixed Plus Account *** withdrawals, transfers or
    annuitizations in the prior 12 months.
 
  *The balance of the amount held in the Fixed Plus account will be paid in
   four annual installments. If the withdrawal is due to death, annuitization,
   or meets other qualifications, the entire amount held in the Fixed Plus
   Account will be paid in one lump sum (or used to provide Annuity payments)
   rather than in annual installments. See Appendix III for more information.
 
 **A 20% income tax may be withheld from amounts paid directly to you. See
   "Tax Status--Contracts Used with Certain Retirement Plans."
 
***The 20% limit is waived if the partial withdrawal is due to annuitization
   or death. See Appendix III for more information.
 
20
<PAGE>
 
All amounts paid will be based on Account values as of the end of the
Valuation Period in which the request is received, in good order in our Home
Office. For any partial withdrawal, unless requested otherwise by the Contract
Holder, the value of the Accumulation Units cancelled will be withdrawn
proportionately from each investment option used under the Account.
 
Payments for withdrawal requests (subject to the above limitations on
withdrawals from the Fixed Plus Account) will be made in accordance with SEC
requirements, but normally not later than seven calendar days after a properly
completed disbursement form is received at our Home Office or within seven
calendar days of the date the withdrawal form may specify. Payments may be
delayed for: (a) any period in which the New York Stock Exchange ("Exchange")
is closed (other than customary weekend and holiday closings) or in which
trading on the Exchange is restricted; (b) any period in which an emergency
exists where disposal of securities held by the funds is not reasonably
practicable or is not reasonably practicable for the value of the assets of
the Funds to be fairly determined; or (c) such other periods as the SEC may by
order permit for the protection of Contract Holders and Participants. The
conditions under which restricted trading or an emergency exists shall be
determined by the rules and regulations of the SEC.
 
WITHDRAWAL RESTRICTIONS
 
The Code imposes restrictions on full or partial withdrawals from 403(b)
Accounts attributable to Purchase Payments made on or after January 1, 1989
under a salary reduction agreement, and to any earnings on the entire 403(b)
Employee Account credited on and after January 1, 1989 (for 401(a)/401(k)
Contracts, see Appendix V). Withdrawals of these amounts are allowed only if
you have (a) died, (b) become disabled, as defined in the Code, (c) attained
age 59 1/2, or (d) separated from service. Withdrawals are also allowed if you
can prove financial hardship as defined by the IRS, but the withdrawal is
limited to the lesser of Purchase Payments attributable to Participant salary
reduction contributions made on or after January 1, 1989 or the amount
necessary to relieve the hardship. Even if a withdrawal is permitted under
these provisions, a 10% federal penalty tax may be assessed on the amount paid
to you if it does not otherwise meet the exceptions to the penalty tax
provisions. See "Tax Status--Contracts Used with Certain Retirement Plans."
The Contract Holder must certify in writing that one of these conditions have
been met before a payment will be made.
 
The Contract Holder, on your behalf, may request a full or partial withdrawal
of an amount equal to the Employee Account value as of December 31, 1988 (the
"grandfathered" amount), subject to the terms of the 403(b) Plan. Although the
Code withdrawal restrictions do not apply to this amount, a 10% federal
penalty tax may be assessed on the amount paid to you if it does not otherwise
meet the exceptions to the penalty tax provisions. See "Tax Status--Contracts
Used with Certain Retirement Plans."
 
We believe that the Code withdrawal restrictions do not apply to tax-free
transfers pursuant to Revenue Ruling 90-24. We further believe that the
withdrawal restrictions will not apply to any "grandfathered" amount which is
transferred pursuant to Revenue Ruling 90-24 into another 403(b) Contract.
Revenue Ruling 90-24 provides that a direct transfer from one 403(b)
investment to another 403(b) investment is not a distribution and is not
taxable if, after the transfer, the transferred funds continue to be subject
to the same or more stringent distribution requirements.
 
REINVESTMENT PRIVILEGE
 
The Contract Holder may elect to reinvest all or a portion of the proceeds
received for the full withdrawal of an Account within 30 days after such
withdrawal. Accumulation Units will be credited to the Account for the amount
reinvested, as well as for any applicable maintenance fee and any appropriate
portion of any deferred sales charge imposed at the time of withdrawal. Any
maintenance fee that falls due after the withdrawal and before the
reinvestment will be deducted from the amount reinvested. Reinvested amounts
will be reallocated to the applicable investment options in the same
proportion as they were allocated at the time of withdrawal.
 
                                                                             21
<PAGE>
 
The number of Accumulation Units credited will be based upon the Accumulation
Unit value(s) next computed following receipt at our Home Office of the
reinvestment request along with the amount to be reinvested. The reinvestment
privilege may be used only once.
 
CONTRACT LOANS
 
During the Accumulation Period, the Contract Holder may request a loan on your
behalf from your Account value (loans are not available under 401(a)/401(k)
Contracts). To do this, the Contract Holder must properly complete and submit
to our Home Office a loan request form provided by us. A loan may not be
requested within 12 months from the date of any prior loan request. The amount
of the loan is limited by the provisions of the Contract. If the loan meets the
requirements described in the Contract and in the loan agreement, it will not
be reported to the Internal Revenue Service ("IRS") by the Company as a taxable
distribution.
 
Loans can only be made from those Employee Account values held in the variable
investment options or in a credited interest option that allow loans. See
Appendix I, II and III. The employer may authorize contract loans from the
value of the Employer Account (check with the Contract Holder to see if this is
available).
 
We do not permit Participants to receive Systematic Withdrawal Option (SWO)
payments while they have outstanding loan balances; therefore, if you borrow
while receiving payments under SWO, we will automatically cancel future SWO
payments. See "Additional Withdrawal Options."
 
For ERISA 403(b) Plans, the Contract Holder must provide us with written
certification that the REA requirements have been satisfied before the loan is
made. See "Rights Under the Contract."
 
When a loan is made, the number of Accumulation Units equal to the loan amount
will be withdrawn from the Account. The amount will be withdrawn on a pro rata
basis from the allowable investment options under which values are
accumulating. Accumulation Units taken from the Account to provide a loan do
not participate in the investment experience of the investment options from
which they were withdrawn.
 
On the first business day of each calendar month, we will determine a loan
interest rate in accordance with the terms of the Contract. This rate applies
for one year from the loan's effective date. On each anniversary of the loan's
effective date, the rate will be increased or decreased if it changes by 0.5%
or more. The Account is credited with the amount of interest being charged
minus 3%. Quarterly interest is then credited to the Account to the same
investment options in the same proportion as the loan was withdrawn.
 
Principal and interest on loans is amortized in quarterly installments over a
period of 1 to 5 years, as elected or, if the loan is taken for the purchase of
your primary residence, over a period of up to 20 years. Repayments credited to
the Account will be allocated to the same investment options in the same
proportion as amounts were withdrawn to make the loan.
 
A bill in the amount of the quarterly principal and interest repayments will be
mailed to you in advance of the repayment due date. The repayment will be in
default if it is not received by us at the Home Office when due. If a quarterly
repayment is in default, a 5% default charge will be assessed on a portion of
the defaulted payment as described in the Contract. An automatic partial
withdrawal of an amount equal to the payment in default, plus the default
charge, if applicable; plus any applicable withdrawal charge will be made. Such
withdrawals are reported to the Internal Revenue Service as taxable
distributions for that year and may be subject to the 10% Federal penalty tax.
See "Tax Status--Contracts Used with Certain Retirement Plans."
 
22
<PAGE>
 
If a repayment in excess of a billed amount is received, the excess will be
applied towards the principal portion of the outstanding loan. Payments
received which are less than the billed amount will be returned to you, and if
the correct amount is not properly remitted, therefore, the repayment will be
in default and the above will apply.
 
Prepayment of the entire loan is allowed. At the time of prepayment, we will
bill you for any accrued interest. We will consider the loan paid when this
accrued interest is paid.
 
If the Account is withdrawn with an outstanding loan balance, accrued interest,
any applicable default charge and any applicable deferred sales charge will be
deducted from the Account value. If there is an outstanding loan balance, upon
your death or the election of an annuity option, the loan is cancelled.
Interest due but not paid, is deducted from the Account value. The amount of
the cancelled loan(s) in a taxable distribution for that year and may be
subject to the 10% Federal penalty tax.
 
As allowed by law, we may cancel any outstanding loan(s) if the Account value
is less than 25% of the total of all outstanding loan(s). Any applicable
default charge and any applicable withdrawal charge is deducted. The amount of
the cancelled loan(s) is a taxable distribution for that year.
 
The Code requires the aggregation of all loans made to an individual employee
under a single employer-sponsored 403(b) Plan. However, since we have no
information concerning the outstanding loans that you may have with other
companies, we will only use the information available under contracts issued by
us.
 
The Company has developed and plans to install a new loan provision before May
of 1996 subject to state insurance department approvals. If the loan provision
in your contract is changed, you will be notified. The difference between the
rate charged and the rate credited on the loaned amounts will not be more than
3%.
 
Default under the new loan provision will occur if two payments are missed.
Once a loan is in default the outstanding loan balance will be reported to the
IRS and due but unpaid interest will be reported to the IRS on an annual basis
until a distributable event occurs and we are able to close out the loan
record. Once the loan is in default but before a distributable event occurs,
there will be a $50 annual loan fee charged for ongoing recordkeeping.
 
                             CHARGES AND DEDUCTIONS
 
This section describes the maximum Contract charges which we may deduct for
administrative expenses, sales related expenses and transfer fees. A
description of mortality and expense risk charges and Fund expenses is also
included.
 
MAINTENANCE FEE
 
An annual maintenance fee is deducted from each installment Purchase Payment
Account during the Accumulation Period. The maintenance fee is deducted from
each Account on its anniversary date (or, if not a Valuation Date, on the next
Valuation Date) unless otherwise directed by the Contract Holder. At the
election of the employer, the entire maintenance fee may be deducted from only
one Account--either the Employee Account or the Employer Account, and billed to
the employer at or prior to such deduction. We deduct this fee from each
investment option in the same proportion as the values held under each option
have to the total value under the Account. A maintenance fee, to the extent
permitted by state law, is also deducted upon termination of an Account. This
fee is to reimburse the Company for some of its administrative expenses
relating to the establishment and maintenance of the Account.
 
For Retirement Plus Plans, the annual maintenance fee for each Account is $15.
For Retirement Plus Contracts issued under the American Hospital Association
(AHA) endorsement, the maintenance fee is
 
                                                                              23
<PAGE>
 
determined by the total amount of assets held under all such Contracts shown
below. (As of May 1, 1995, the maintenance fee was $5.00.)
 
<TABLE>
<CAPTION>
      AMOUNT OF ASSETS HELD                             MAINTENANCE FEE PER
      UNDER AHA CONTRACTS                                     ACCOUNT
      <S>                                               <C>
      Less than $100 million                                  $12.50
      $100 million or more, but less than $200 million        $10.00
      $200 million or more, but less than $500 million        $ 7.50
      $500 million or more, but less than $1 billion          $ 5.00
      $1 billion or more                                      $ 2.50
</TABLE>
 
No maintenance fee is deducted from a separate Account established for a lump-
sum payment of $10,000 or more made to the Contract on behalf of a Participant.
 
MORTALITY AND EXPENSE RISK CHARGES
 
We make a daily deduction from the variable portion of Contract values for
mortality and expense risks. The deduction, made as part of the calculation of
Accumulation and Annuity Unit value(s), is equivalent to 1.25% per year.
 
The mortality risk charge is to compensate us for the risk we assume when we
promise to continue making payments for the lives of individual Annuitants
according to Annuity rates specified in the Contract at issue. The expense risk
charge is to compensate us for the risk that actual expenses for costs incurred
under the Contract will exceed the maximum costs that can be charged under the
Contract. During 1994, we received $59,320,898 for mortality and expense risks
from Contracts under the Separate Account.
 
ADMINISTRATIVE EXPENSE CHARGE
 
We reserve the right to deduct a daily charge of not more than 0.25% per year
from the variable portion of Contract values to reimburse the Company for some
of the expenses we incur for administering the Contract. This charge will be
established by us on an annual basis effective each May 1 and continue until
April 30 of the following year. During the Accumulation Period, the charge may
fluctuate annually. Once an Annuity option is elected, the charge will be
established and will be effective during the entire Annuity Period.
 
Through April 30, 1996 we have established the charge to be zero. Since the
administrative expense charge is a percentage of the variable portion of
Contract values, there may be no relationship between the amount so deducted
and the amount of expenses attributable to the Contract.
 
FUND EXPENSES
 
Each Fund has an investment adviser. An investment advisory fee, based on the
Fund's average net assets, is deducted from the assets of each Fund and paid to
the investment adviser.
 
Most expenses incurred in the operations of the Funds are borne by that Fund.
Fund advisers may reimburse the Funds they advise for some or all of these
expenses. For further details of each Fund's expenses, you and the Contract
Holder should read the accompanying prospectus for each Fund and refer to the
Fee Table in this Prospectus.
 
DEFERRED SALES CHARGE
 
There are no deductions from Purchase Payments for sales commissions or related
expenses. Sales commissions and expenses are advanced by the Company and
recovered out of any deferred sales
 
24
<PAGE>
 
charges or, if deferred sales charges are insufficient, out of its profits from
investment activities, including the mortality and expense risk charges under
the Contract. For sales commissions paid in connection with the sale of the
Contracts, see "Contract Purchase--Distribution." Deferred sales charges may be
deducted from amounts withdrawn during the first 10 Purchase Payment Periods
(for Installment Purchase Payment Contracts) or 9 Account Years (for Single
Purchase Payment Contracts), as set forth in the table below. The deferred
sales charge will apply to withdrawals during the Accumulation Period. It will
apply during the Annuity Period if the nonlifetime Annuity Option is elected on
a variable basis and the remaining value is withdrawn before three years of
Annuity payments have been completed. See "Annuity Period--Annuity Options."
There are additional restrictions and deductions on withdrawals. See "Contract
Rights--Withdrawals."
 
A distinct Account will be established for each lump-sum payment. The deferred
sales charge will be based on the single Purchase Payment Account shown below,
measured from the effective date of the Account.
 
The following tables reflect the deferred sales charge deduction as a
percentage of the amount withdrawn from the Funds, GAA and the Fixed Account:
 
INSTALLMENT PURCHASE PAYMENT ACCOUNT:         
<TABLE>
<CAPTION>
ACCOUNT YEARS               DEFERRED SALES                                  
COMPLETED                  CHARGE DEDUCTION                                 
<S>                        <C>                                              
Less than 5                        5%                                       
5 or more but less than 6          4%                                       
6 or more but less than 7          3%                                       
7 or more but less than 8          2%                                       
8 or more but less than 9          1%                                       
9 or more                          0%                                        
</TABLE>

SINGLE PURCHASE PAYMENT ACCOUNT: 

<TABLE>
<CAPTION>
PURCHASE PAYMENT            DEFERRED SALES
PERIODS COMPLETED          CHARGE DEDUCTION
<S>                        <C>
Less than 5                        5%
5 or more but less than 7          4%
7 or more but less than 9          3%
9 or 10                            2%
More than 10                       0%
</TABLE>
 
The deduction for the deferred sales charge will not exceed 8.5% of the total
Purchase Payments actually made to the Account.
 
A deferred sales charge is not deducted from any portion of the Account value
which is:
 
  (a) withdrawn due to the Participant's separation from service with the
      Contract Holder, (the Contract Holder must submit documentation
      satisfactory to the Company confirming the Participant is no longer
      providing services to the employer);
 
  (b) applied to provide Annuity benefits;
 
  (c) withdrawn on or after the tenth anniversary of the effective date of
      the Account;
 
  (d) paid due to the death of the Participant before Annuity payments begin;
 
  (e) withdrawn due to the election of the Estate Conservation Option, or the
      Systematic Withdrawal Option;
 
  (f) withdrawn from an installment Purchase Payment Account providing the
      Participant is at least age 59 1/2 and nine Purchase Payment Periods
      have been completed to the Account of the Participant;
 
  (g) withdrawn due to financial hardship, as specified in the Code;
 
  (h) paid where the Account Value is $3,500 or less and no amount has been
      withdrawn, taken as a loan or used to purchase Annuity benefits during
      the prior 12 months; or
 
  (i) paid in an amount of up to 10% of the current Account Value. This
      applies only to the first partial withdrawal in each calendar year. The
      10% amount will be calculated using the Account
 
                                                                              25
<PAGE>
 
     Value on the date the request is received, in good order, in the Home
     Office. This provision is available to Participants who are between the
     ages of 59 1/2 and 70 1/2. Any loans outstanding on an Account are
     excluded from the Account Value when calculating the 10% amount. This
     provision is not applicable to a full withdrawal of the Account, or to
     partial withdrawals due to loan defaults. See "Contract Loans." This
     provision may not be exercised if SWO is elected. See "Additional
     Withdrawal Options."
 
In the instances cited above, no deferred sales charge is deducted. However the
amount withdrawn may be subject to the 10% federal penalty tax. See "Tax
Status--Contracts Used with Certain Retirement Plans."
 
Based on our actuarial determination, we do not anticipate that the deferred
sales charge will cover all sales and administrative expenses which we will
incur in connection with the Contract. Also, we do not intend to profit from
either the annual maintenance fee or the administrative expense charge, if
imposed. We do hope to profit from the daily deduction for mortality and
expense risks. Any such profit, as well as any other profit realized by us and
held in the general account (which supports insurance and Annuity obligations),
would be available for any proper corporate purpose, including, but not limited
to, payment of sales and distribution expenses.
 
PREMIUM TAX
 
Several states and municipalities impose a premium tax on Annuities. Currently
such taxes range up to 4%. Ordinarily, any state premium tax will be deducted
from the amount applied to an Annuity option. However, we reserve the right to
deduct a state premium tax at any time from the Purchase Payment(s) or from the
Account value based upon our determination of when such tax is due.
 
Any municipal premium tax assessed at a rate in excess of 1% will be deducted
from the Purchase Payment(s) or from the amount applied to an Annuity option
based upon our determination of when such tax is due. We will absorb any
municipal premium tax that is assessed at 1% or less. We reserve the right,
however, to reflect this added expense in its Annuity purchase rates for
residents of such municipalities.
 
CONTRACT LOANS
 
If a loan is elected under the Contract, the number of Accumulation Units equal
to the loan amount will be withdrawn from the Account. The withdrawal will be
made on a pro rata basis from all investment options accumulating values under
the Account. Accumulation Units taken from an Account to provide a loan do not
participate in the investment experience of the investment options from which
they were withdrawn.
 
If a quarterly loan repayment is not received by the due date, it will be
deemed a partial withdrawal. In this case, the amount due, plus any applicable
deferred sales charge and any applicable default charge will be deducted from
the Account. The values used for the partial withdrawal will be those
calculated as of the first business day after the last day of the month the
payment was due. For more information about loans refer to the Contract Loan
section under "Contract Rights."
 
                         ADDITIONAL WITHDRAWAL OPTIONS
 
GENERAL
 
We offer two additional withdrawal options that are not considered Annuity
options: the Estate Conservation Option ("ECO") and the Systematic Withdrawal
Option ("SWO"). These options are available if your Account value is at least
$25,000 at the time of election and are available at certain
 
26
<PAGE>
 
ages as described below. Under SWO, you receive a series of partial
withdrawals from your account based on a payment method you select. It is
designed for those who want a periodic income while retaining investment
flexibility for amounts accumulating under the Contract. ECO offers the same
investment flexibility as SWO, but is designed for those who want to receive
only the minimum distribution that the Code requires each year. Under ECO, the
Company calculates the minimum distribution amount required by law and pays
you that amount once a year.
 
Amounts withdrawn for ECO and SWO will be deducted from the Contract in the
same manner as for any other withdrawals during the Accumulation Period except
that no deferred sales charge will be applied. See "Contract Rights--
Withdrawals" and "Charges and Deductions--Deferred Sales Charge."
 
We do not permit you to receive Contract loans and SWO payments
simultaneously; therefore, SWO cannot be elected if a loan is outstanding
under an Account. If you elect a loan while receiving payments under SWO, we
will automatically cancel future SWO payments.
 
Since ECO and SWO are not Annuity options, the Account remains in the
Accumulation Period, retains all the rights and flexibility described in this
prospectus, and is subject to all other Contract charges. The value of the
Accumulation Units cancelled will be withdrawn proportionately from the
investment options used under the Account. We reserve the right to discontinue
the availability of these distribution options and to change the terms for
future elections.
 
Once elected, the applicable option(s) may be revoked by the Contract Holder
at any time by submitting a written request to the Home Office. Any revocation
will apply only to the amounts not yet paid. Once ECO or SWO is revoked, it
may not be elected again.
 
SWO is different from ECO in the following ways: (1) SWO payments are made for
a fixed dollar amount, fixed time period or fixed percentage, whereas ECO
payments vary in dollar amount and can continue indefinitely during your
lifetime, and (2) generally, SWO payments will be higher than expected ECO
payments. You should carefully assess your future income needs when
considering the election of these distribution options.
 
You should consult your tax adviser prior to requesting the election of these
options due to the potential for adverse tax consequences.
 
In the event of your death, payments may be continued if allowed by the Plan.
 
ESTATE CONSERVATION OPTION
 
The first ECO distribution may not be made before the calendar year in which
you attain age 70 1/2. We will calculate and distribute an annual amount using
the method contained in the Code's minimum distribution regulations. The
annual distribution is determined by dividing the prior December 31 value of
the Account, by a life expectancy factor. The factor will be based on either
your life expectancy or the joint life expectancy of you and your designated
beneficiary, as directed by the Contract Holder, based on tables in IRS
regulations. If ECO is elected based on your life expectancy only, the full
Account value must be distributed in the year following your death, as
required by current IRS regulations. Factors will be redetermined for each
year's distribution. The value of the Account to be used in this calculation
is the value on the December 31st prior to the year for which payment is being
made. This calculation will be changed, if necessary, to conform to changes in
the Code or applicable regulations.
 
An exception is made if we maintain a separate record of your Account value as
of December 31, 1986 (for 401(a)/401(k) Contracts, see Appendix V). In this
instance, payments made in or after the year age 70 1/2 was attained but
before the year age 75 is attained will only be calculated on amounts
contributed
 
                                                                             27
<PAGE>
 
after December 31, 1986 and any earnings after that date. If age 70 1/2 was
attained prior to 1988, or if you are in a governmental or church plan, you
must be retired in order to qualify for this exception. This exception will not
apply if you have received any distribution from your Account, other than
distribution amounts required under Code minimum distribution requirements.
 
SYSTEMATIC WITHDRAWAL OPTION
 
The first SWO distribution may not be made before you attain age 59 1/2 (age
55, if separated from service with the Contract Holder at or after age 55). The
annual minimum SWO distribution (or maximum SWO time period), will be
determined, as directed by the Contract Holder, by a life expectancy factor
from tables designated by the IRS. The factor will be based on either your life
expectancy or the joint life expectancy of you and your designated beneficiary.
Factors will be reduced by one for each distribution year. SWO payments are
available on a monthly, quarterly, semiannual or annual basis. No election may
be made that would result in a payment of less than $250.
 
One of the following distribution methods may be elected:
 
  (a) Specified Payment -- payments of a designated amount. The annual dollar
      amount chosen cannot be greater than 20% of the initial current value.
      The specified payment amount will remain constant unless a higher
      amount is required under Code minimum distribution requirements. Each
      year that the specified payment is in effect, we will calculate the
      minimum required distribution under the Code. The minimum distribution
      is determined by dividing the value of the Account by the life
      expectancy factor. The value of the Account to be used in this
      calculation is the value on the December 31st prior to the year for
      which the payment is being made. If the dollar amount chosen is less
      than the Code's minimum distribution, we will calculate and pay the
      minimum distribution amount.
 
  (b) Specified Period -- payments for a designated time period. The
      specified period must be at least 5 years but not greater than your
      life expectancy factor. Each annual distribution is determined by
      dividing the Account value by the number of years remaining in the
      elected period. The value to be used in this calculation is the value
      on the December 31st prior to the year for which the payment is being
      made. For payments made more often than annually, the annual payment
      result (calculated above) is divided by the number of payments due each
      year.
 
  (c) Specified Percentage -- payments of a designated percentage. The
      specified percentage chosen cannot be greater than 20% of the current
      value. You may change the specified percentage elected every 6 months.
      Each annual distribution is determined by multiplying the Account value
      by the percentage chosen. The value to be used in this calculation is
      the value on the December 31st prior to the year for which the payment
      is being made. For payments made more often than annually, the annual
      payment result (calculated above) is divided by the number of the
      payments due each year. Payments will be made each year until the year
      you attain age 70 1/2.
 
The Company does not permit Participants to receive SWO payments while they
have outstanding loan balances; therefore, SWO cannot be elected if a loan is
outstanding under an Account. If a Participant borrows while receiving payments
under SWO, the Company will automatically cancel future SWO payments.
 
                                 ANNUITY PERIOD
 
ANNUITY PERIOD ELECTIONS
 
The Contract Holder, on your behalf, must notify us in writing of the Annuity
start date and Annuity option elected (for details, see the Statement of
Additional Information). Until a date and option are elected, the Employer and
Employee Accounts will continue in the Accumulation Period. If the Contract is
 
28
<PAGE>
 
subject to ERISA, the Contract Holder must provide us with written
certification that REA requirements have been satisfied and that the
distribution is in accordance with the terms of the Plan. See "Rights Under the
Contract."
 
The Contract Holder must give us written notice at least 30 days before Annuity
payments begin electing or changing (a) the date on which Annuity payments are
to begin, (b) the Annuity option, (c) whether the payments are to be made
monthly, quarterly, semiannually or annually, and (d) the investment option(s)
used to provide Annuity payments (i.e., a fixed annuity using the general
account, Aetna Variable Fund, Aetna Income Shares, Aetna Investment Advisers
Fund, Inc., or any combination thereof). No other variable Funds may currently
be used as investment options during the Annuity Period. Once Annuity Payments
begin, the Annuity Option may not be changed, nor may transfers be made among
funding options.
 
If Annuity payments are to be made on a variable basis, the first and
subsequent payments will vary depending on the assumed net investment rate (3
1/2% per annum, unless a 5% annual rate is elected). Selection of a 5% rate
causes a higher first payment, but Annuity payments will increase thereafter
only to the extent the net investment rate exceeds 5% on an annualized basis.
Annuity payments would decline if the rate were below 5%. Use of the 3 1/2%
assumed rate causes a lower first payment, but subsequent payments would
increase more rapidly or decline more slowly as changes occur in the net
investment rate.
 
No election may be made that would result in a first Annuity payment of less
than $20 or total yearly Annuity payments of less than $100. If the combined
value of the Employer and Employee Accounts is insufficient to elect an option
for the minimum amount specified, a lump-sum payment must be elected.
 
When payments start, the age of the Annuitant plus the number of years for
which payments are guaranteed must not exceed 95.
 
Annuity payments may not extend beyond (a) your life, (b) the joint lives of
you and your Plan beneficiary, (c) a period certain greater than your life
expectancy, or (d) a period certain greater than the joint life expectancies of
you and your Plan beneficiary.
 
Section 401(a)(9) of the Code has required minimum distribution rules for
403(b) Plans. For 401(a)/401(k) Contracts, see Appendix V.) Under such rules,
generally, distributions of the Account value attributable to contributions
made on and after January 1, 1987 and any of the earnings on the entire Account
after that date must begin by April 1 of the calendar year following the year
in which you attain age 70 1/2. However, for governmental and church 403(b)
Plans, distributions on these amounts must begin by April 1 of the calendar
year following the calendar year in which you attain age 70 1/2 or retire,
whichever occurs later. Distributions of the Account value as of December 31,
1986 must generally begin by age 75. In addition, distributions must be in a
form and amount sufficient to satisfy the Code requirements.
 
In determining the amount of benefit payments, the minimum distribution
incidental death benefit rule described in IRS regulations* must be satisfied.
This distribution rule does not apply to certain 403(b) Plans if any of the
Annuity Options under (b) below are elected with the spouse as the sole
beneficiary. See "Annuity Options."
 
You will be subject to a 50% federal penalty tax on the amount of distribution
required each year that is not distributed under the Code's minimum
distribution rules.
 
*This rule assures that any death benefits payable under the Plan are
incidental to the primary purpose of the Plan which is to provide retirement
benefits to the Participant. The amount to be distributed under this rule is
determined based on the Participant's age and tables contained in the IRS
regulations.
 
                                                                              29
<PAGE>
 
ANNUITY OPTIONS
 
LIFETIME:
 
  (a) Life Annuity -- an Annuity with payments guaranteed to the date of the
      Annuitant's death. This option may be elected with payments guaranteed
      for 5, 10, 15 or 20 years. Because it provides a specified minimum
      number of Annuity payments, the election of a guaranteed payment period
      results in somewhat lower payments.
 
  (b) Life Income Based Upon the Lives of Two Payees--An Annuity will be paid
      during the lives of the Annuitant and a second Annuitant. Payments will
      continue until both Annuitants have died. When this option is chosen, a
      choice must be made of:
 
      (i)   100% of the payment to continue after the first death;
 
      (ii)  66 2/3% of the payment to continue after the first death;
 
      (iii) 50% of the payment to continue after the first death;
 
      (iv)  Payments for a minimum of 120 months, with 100% of the payment to
            continue after the first death; or
 
      (v)   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;
 
      Because (iv) provides a specified minimum number of Annuity payments,
      the election of the guaranteed payment period results in somewhat lower
      payments.
 
Payments under any lifetime Annuity option will be determined without regard to
the sex of the Annuitant(s). Such Annuity payments will be based solely on the
age of the Annuitant(s).
 
If a lifetime option is elected without a guaranteed minimum payment period, it
is possible that only one Annuity payment will be made if the Annuitant under
(a), or the surviving Annuitant under (b), should die prior to the due date of
the second Annuity payment.
 
Once lifetime Annuity payments begin, neither the Contract Holder nor the
Annuitant can elect to receive a lump-sum settlement.
 
NONLIFETIME:
 
  Under the nonlifetime option, the type of annuity (fixed or variable) and
  the number of years that may be selected are determined by the investment
  options used prior to annuitization.
 
  Payments for a Specified Period -- For amounts held in the Fixed Plus
  Account, an Annuity with payments to be made for at least 5 but not more
  than 30 years, and the Annuity must be paid on a fixed basis. For amounts
  held in the Funds, the Guaranteed Accumulation Account, or the Fixed
  Account, an Annuity with payments to be made for 3 to 30 years, as
  selected, on a fixed or variable basis. However, any lump sum elected
  before 3 years of payments have been completed will be treated as a
  withdrawal during the Accumulation Period and any applicable deferred sales
  charge will be assessed. See "Charges and Deductions--Deferred Sales
  Charge." This option is not available on a variable basis under a Contract
  which provides for immediate Annuity benefits.
 
The Company makes a daily deduction for mortality and expense risks from any
Contract values held on a variable basis. See "Mortality and Expense Risk
Charges." Therefore, electing the nonlifetime option on a variable basis will
result in a deduction being made even though the Company assumes no mortality
risk.
 
In addition to the Annuity options described above, we may make optional
methods of payment available to you and other payees.
 
 
30
<PAGE>
 
                                 DEATH BENEFIT
 
ACCUMULATION PERIOD
 
A portion or all of any death proceeds may be (a) paid to the Plan beneficiary
(as directed in writing by the Contract Holder) in a lump sum; (b) applied to
any of the Annuity Options; (c) subject to applicable provisions of the Code,
left in the variable investment options; (d) if the beneficiary is your spouse,
paid under SWO or ECO; or (e) subject to applicable provisions of the Code,
left on deposit in the Company's general account with the Contract Holder on
behalf of the Plan beneficiary electing to receive monthly, quarterly,
semiannual or annual interest payments at the interest rate then currently
being credited on such deposits. The balance on deposit can be withdrawn at any
time or applied under any Annuity Option. See "Annuity Options." Any lump-sum
payment paid during the Accumulation Period or under the applicable lifetime or
nonlifetime Annuity options will normally be made within seven calendar days
after proof of death acceptable to the Company and a request for payment from
the Contract Holder is received at our Home Office.
 
Until the election of method of payment, amounts will remain invested as they
were before the death, and the beneficiary will assume all nonforfeitable
rights under the Contract. The Code requires that distributions begun within a
certain time period. If the Plan beneficiary is your surviving spouse and the
Plan allows, the Plan beneficiary has until you would have attained age 70 1/2
to begin Annuity payments, to receive a lump-sum distribution, or to begin
receiving distributions under ECO or SWO. If your Plan beneficiary is not your
surviving spouse, either Annuity payments must begin by December 31 of the year
following the year of your death, or the entire value must be distributed by
December 31 of the fifth year following the year of your death. In no event may
payments to any Plan beneficiary extend beyond the life of the Plan beneficiary
or any period certain greater than the Plan beneficiary's life expectancy.
Failure to commence distribution within the above time periods can result in
tax penalties.
 
If a lump-sum distribution is elected by the Contract Holder, the Plan
beneficiary will receive the value of the Account determined as of the
Valuation Period in which proof of death acceptable to us and a request for
payment is received at our Home Office. The distributions is taxed in the same
manner as a full surrender. If an Annuity Option is elected, the value applied
to the Annuity Option is determined in the same manner, and the proceeds are
taxed in the same manner as the annuity payments. If amounts are left in the
variable investment options, the account value will continue to be affected by
the investment performance of the investment option(s) selected. If amounts are
left on deposit in the general account, the principal amount is guaranteed, but
interest payments may vary. In general, regardless of the method of payment,
payments received by your beneficiaries after your death are taxed in the same
manner as if you had received those payments. (See "Tax Status.")
 
ANNUITY PERIOD
 
If an Annuitant dies after Annuity payments have begun, any death benefit
payable will depend upon the terms of the Contract and the Annuity option
selected.
 
If lifetime option (a) or (b) was elected without a guaranteed minimum payment
period under the Contract, Annuity payments will cease upon the death of the
Annuitant under a Life Annuity or the death of the surviving Annuitant under
options (b)(i), (ii), (iii) or (v).
 
Under the Contract, if lifetime option (a) or (b) was elected with a guaranteed
minimum payment period and the death of the second Annuitant under option (a)
or the surviving Annuitant under option (b)(iv) occurs prior to the end of that
period, we will pay to the person designated by the Contract Holder in a lump
sum (unless otherwise requested) the present value of the guaranteed Annuity
payments remaining. Such value will be determined as of the Valuation Period in
which proof of death acceptable to us and a request for payment are received at
our Home Office. The value will be reduced by any payments made after the date
of death.
 
                                                                              31
<PAGE>
 
If the nonlifetime option was elected under the Contract and the Annuitant dies
before all payments are made, the value of any remaining payments may be paid
in a lump sum to your Plan beneficiary (as directed by the Contract Holder) and
no deferred sales charge will be imposed. Such value will be determined as of
the Valuation Period in which proof of death acceptable to us and a request for
payment are received at our Home Office.
 
If the Annuitant dies after Annuity payments have begun and if there is a death
benefit payable under the Annuity option elected, the remaining values must be
distributed to your designated Plan beneficiary at least as rapidly as under
the original method of distribution.
 
Any lump sum payment paid under the applicable lifetime or nonlifetime Annuity
options will normally be made within seven calendar days after proof of death,
acceptable to us, and a request for payment are received at our Home Office.
 
                                   TAX STATUS
 
INTRODUCTION
 
The following discussion is a general discussion of federal income tax
considerations relating to the Contract and is not intended as tax advice. This
discussion is not intended to address the tax consequences resulting from all
of the situations in which a person may be entitled to or may receive a
distribution under the Contract. Any person concerned about these tax
implications should consult a competent tax adviser before initiating any
transaction. This discussion is based upon the Company's understanding of the
present federal income tax laws as they are currently interpreted by the
Internal Revenue Service ("IRS"). No representation is made as to the
likelihood of the continuation of the present federal income tax laws or of the
current interpretation by the IRS. Moreover, no attempt has been made to
consider any applicable state or other tax laws.
 
The Contract may be purchased and used in connection with certain retirement
arrangements entitled to special income tax treatment under Section 403(b) of
the Code. A separate Contract may be offered to Contract Holders who wish to
make their Purchase Payments to a qualified defined contribution plan under
Section 401(k). See Appendix V. The ultimate effect of federal income taxes on
the amounts held under a Contract, or Annuity Payments, and on the economic
benefit to the Contract Owner, the Annuitant, or the Beneficiary may depend on
the tax status of the individual concerned.
 
TAXATION OF THE COMPANY
 
The Company is taxed as a life insurance company under Part I of Subchapter L
of the Code. Since the Separate Account is not an entity separate from the
Company, and its operation forms a part of the Company, it will not be taxed
separately as a "regulated investment company" under Subchapter M of the Code.
Investment income and realized capital gains are automatically applied to
increase reserves under the Contracts. Under existing federal income tax law,
the Company believes that the Separate Account investment income and realized
net capital gains will not be taxed to the extent that such income and gains
are applied to increase the reserves under the Contracts.
 
Accordingly, the Company does not anticipate that it will incur any federal
income tax liability attributable to the Separate Account and, therefore, the
Company does not intend to make provisions for any such taxes. However, if
changes in the federal tax laws or interpretations thereof result in the
Company being taxed on income or gains attributable to the Separate Account,
then the Company may impose a charge against the Separate Account (with respect
to some or all Contracts) in order to set aside provisions to pay such taxes.
 
32
<PAGE>
 
TAX STATUS OF THE CONTRACT (403(B) PLANS ONLY. FOR A DISCUSSION OF 401 PLANS,
SEE APPENDIX V.)
 
In certain circumstances, owners of variable annuity contracts may be
considered the owners, for federal income tax purposes, of the assets of the
separate accounts used to support their contracts. In those circumstances,
income and gains from the separate account assets would be includible in the
variable contract owner's gross income. One of the circumstances that has
raised this issue is the number of funding options available under the
Contract. The Company reserves the right to modify the Contract as necessary to
attempt to prevent an Owner from being considered the owner of a pro rata share
of the assets of the Separate Account.
 
CONTRACTS USED WITH CERTAIN RETIREMENT PLANS
 
IN GENERAL. The Contract is designed for use with Section 403(b) plans. The tax
rules applicable to participants and beneficiaries in retirement plans vary
according to the type of plan and the terms and conditions of the plan. Special
favorable tax treatment may be available for certain types of contributions and
distributions. Adverse tax consequences may result from contributions in excess
of specified limits; distributions prior to age 59 1/2 (subject to certain
exceptions); distributions that do not conform to specified commencement and
minimum distribution rules; aggregate distributions in excess of a specified
annual amount; and in other specified circumstances.
 
The Company makes no attempt to provide more than general information about use
of the Contracts with the various types of retirement plans. Owners and
participants under retirement plans as well as annuitants and beneficiaries are
cautioned that the rights of any person to any benefits under the Contracts may
be subject to the terms and conditions of the plans themselves, regardless of
the terms and conditions of the Contract issued in connection with such a plan.
Some retirement plans are subject to distribution and other requirements that
are not incorporated in the administration of the Contracts. Owners are
responsible for determining that contributions, distributions and other
transactions with respect to the Contracts satisfy applicable law. Purchasers
of Contracts for use with any retirement plan should consult their legal
counsel and tax adviser regarding the suitability of the Contract.
 
SECTION 403(B) PLANS. Under Code section 403(b), payments made by public school
systems and certain tax exempt organizations to purchase annuity contracts for
their employees are excludable from the gross income of the employee, subject
to certain limitations. However, these payments may be subject to FICA (Social
Security) taxes. A Contract issued as a tax-deferred annuity under section
403(b) will be amended as necessary to conform to the requirements of the Code.
 
In order to be excludible from your taxable income, your total annual
contributions to section 403(b) plans cannot exceed either of two limits set by
the Code. The first limit, under section 415, is generally the lesser of 25
percent of your compensation or $30,000. This limits applies to all your own
contributions, your employer's contributions under the Plan on your behalf,
and, if you are in control of the employer as defined in the Code,
contributions under certain other retirement plans. The second limit, which is
the exclusion allowance under section 403(b) of the Code, is usually calculated
according to a formula that takes account of your length of employment, any
pretax contributions you and your employer have already made under the Plan,
and pretax contributions to certain other retirement plans. There is also a
third limit that specifically limits your salary reduction contributions to the
Plan to no more than $9,500 annually (subject to indexing); your own limit may
be lower.
 
Code section 403(b)(11) restricts the distribution under Code section 403(b)
annuity contracts of: (1) elective contributions made in years beginning after
December 31, 1988; (2) earnings on those contributions; and (3) earnings in
such years on amounts held as of the last year beginning before January 1,
1989. Distribution of those amounts may only occur upon death of the employee,
attainment of age 59 1/2, separation from service, disability, or financial
hardship. In addition, income attributable to elective contributions may not be
distributed in the case of hardship.
 
 
                                                                              33
<PAGE>
 
The Code also has required distribution rules for section 403(b) plans.
Distributions of amounts as of December 31, 1986, generally must begin by age
75. Distributions attributable to contributions made on or after January 1,
1987, and any earnings on the entire Account on or after that date, must begin
by (1) for governmental or church plans, April 1 of the calendar year following
the calendar year in which the participant attains age 70 1/2 or retires,
whichever occurs later, or (2) for all other plans, April 1 of the calendar
year following the calendar year in which the participant attains age 70 1/2.
To comply with these provisions, distributions must be in a form and amount
sufficient to satisfy the minimum distribution and minimum distribution
incidental death benefit rules specified in IRS regulations. In general,
annuity payments may not extend beyond your life, the joint lives of you and
your Beneficiary, a period certain greater than your life expectancy, or a
period certain greater than the joint life expectancies of you and your
beneficiary. If you die after the required minimum distributions have
commenced, distributions to your beneficiary must be made at least as rapidly
as under the method of distribution in effect at the time of your death. If you
die before the required minimum distributions have commenced, distribution to
your beneficiary generally must either commence as an annuity within one year
or be completed within five years, subject to certain special rules. If
distributions are taken in excess of the minimum required distribution, the
Company will no longer maintain the grandfathered amount.
 
All distributions will be taxed as they are received unless you made a rollover
contribution of the distribution to another section 403(b) plan or an
individual retirement account ("IRA") in accordance with the Code, or unless
you have made after tax contributions to the plan, which are not taxed upon
distribution. The Code has specific rules that apply, depending on the type of
distribution received, if after-tax contributions were made.
 
In general, payments received by your beneficiaries after your death are taxed
in the same manner as if you had received those payments, except that a limited
death benefit exclusion may apply.
 
Pension and annuity distributions generally are subject to withholding for the
recipient's federal income tax liability at rates that vary according to the
type of distribution and the recipient's tax status. Recipients generally are
provided the opportunity to elect not to have tax withheld from distributions.
Certain distributions from Section 403(b) tax-sheltered annuities are subject
to mandatory federal income tax withholding. We will report to the IRS the
taxable portion of all distributions.
 
The Code imposes a 10% penalty tax on the taxable portion of any distribution
unless made when (a) you have attained age 59 1/2, (b) you have become
disabled, (c) you have died, (d) you have attained age 55 and have separated
from service with the plan sponsor, (e) the distribution amount is rolled over
into another section 403(b) plan or an IRA in accordance with the terms of the
Code, or (f) the distribution amount is annuitized over your life or life
expectancy or the joint lives or life expectancies of you and your plan
beneficiary, provided you have separated from service with the plan sponsor. In
addition, the penalty tax is abated for the amount of a distribution equal to
unreimbursed medical expenses incurred by you that qualify for deduction as
specified in the Code. The Code may impose other penalty taxes in other
circumstances.
 
POSSIBLE CHANGES IN TAXATION
 
In past years, legislation has been proposed that would have adversely modified
the federal taxation of certain annuities. Although as of the date of this
prospectus Congress is not actively considering any legislation regarding the
taxation of annuities, there is always the possibility that the tax treatment
of annuities could change by legislation or other means (such as IRS
regulations, revenue rulings, judicial decisions, etc.). Moreover, it is also
possible that any change could be retroactive (that is, effective prior to the
date of the change).
 
34
<PAGE>
 
OTHER TAX CONSEQUENCES
 
As noted above, the foregoing discussion of the federal income tax consequences
is not exhaustive and special rules are provided with respect to other tax
situations not discussed in this Prospectus.
Further, the federal income tax consequences discussed herein reflect the
Company's understanding of the current law and the law may change. Federal
estate and gift tax consequences of ownership or receipt of distributions under
the Contract depend on the individual circumstances of each Owner or recipient
of a distribution. A competent tax adviser should be consulted for further
information.
 
                                 MISCELLANEOUS
 
VOTING RIGHTS
 
Each Contract Holder may direct us in the voting of shares at meetings of
shareholders of the appropriate Fund(s). The number of votes to which each
Contract Holder may give direction will be determined as of the record date.
 
The number of votes each Contract Holder is entitled to direct with respect to
a particular Fund during the Accumulation Period is equal to the portion of the
current value of the Contract attributable to that Fund divided by the net
asset value of one share of that Fund. During the Annuity Period, the number of
votes is equal to the Valuation Reserve applicable to the portion of the
Contract attributable to that Fund, divided by the net asset value of one share
of that Fund. In determining the number of votes, fractional votes will be
recognized. Where the value of the Contract or Valuation Reserve relates to
more than one Fund, the calculation of votes will be performed separately for
each Fund.
 
Participants and Annuitants have a fully vested (100%) interest in the value of
the Employee Account. Participants and Annuitants also have a nonforfeitable
(vested) right to the value of the Employer Account pursuant to the terms of,
and to the extent of their vested percentage under the Plan. Therefore, such
Participants and Annuitants may instruct the Contract Holder how to direct us
to cast the votes for the portion of the Contract value or Valuation Reserve
attributable to their Accounts. Votes attributable to those Participants and
Annuitants who do not instruct the Contract Holder will be cast by us in the
same proportion as votes for which instructions have been received by the
Contract Holder. Votes attributable to Contract Holders who do not direct us
will be cast by us in the same proportion as the votes for which we have
received directions.
 
Contract Holders, or Participants and Annuitants entitled to instruct the
casting of votes, will receive a notice of each meeting of shareholders,
together with any proxy solicitation materials, and a statement of the number
of votes attributable to their participation under the Contract and stating the
right to instruct the Contract Holder how such votes shall be cast.
 
MODIFICATION OF THE CONTRACT
 
The Company may modify the Contract when it deems an amendment appropriate,
subject to the limitations described below, by notifying the Contract Holder in
writing 30 days before the effective date of the change, with the Contract
Holder's consent. Changes to the following Contract provisions may be
considered material by us and cannot be changed without the approval of
appropriate state or federal regulatory authorities:
 
  (a) transfers among investment options;
 
  (b) notification to the Contract Holder;
 
  (c) conditions governing payments of surrender values;
 
  (d) terms of Annuity Options;
 
  (e) death benefit payments; and
 
  (f) maintenance fee provisions.
 
                                                                              35
<PAGE>
 
In addition, changes to the items listed below will apply only to future
Accounts:
 
  (a) the Annuity options (Such changes may only be made twelve months after
      the Effective Date of the Contract and twelve months after the
      Effective Date of any such prior change.);
 
  (b) the contractual promise that no deduction will be made from Purchase
      Payments for sales or administrative expenses;
 
  (c) increasing the deferred sales charges;
 
  (d) increasing the mortality and expense risk charges;
 
  (e) increasing the administrative expense charge provision, if applicable;
      and
 
  (f) increasing the annual maintenance fee.
 
If the Contract Holder has not accepted the proposed change at the time of its
effective date, no new Participants may be enrolled under the Contract and we
reserve the right to discontinue accepting Purchase Payments to existing
Accounts.
 
Modification of items (b) through (f) above specifically require authorization
by the SEC to the extent that the proposed charges are not currently authorized
by existing orders issued to us by the SEC. We may also change any provision
that must be altered to comply with state or federal law.
 
Once an Annuity has begun, we will not change the terms or the amount of the
Annuity payments, unless a change is deemed necessary to comply with Code
requirements or other laws and regulations affecting the Plan or Contract.
 
CONTRACT HOLDER INQUIRIES
 
A Contract Holder may direct inquiries to a local representative of the
Distributor or may write directly to us at the address shown on the cover page
of this prospectus.
 
TELEPHONE TRANSFERS
 
Subject to the Contract Holder's approval, the Participant automatically has
the right to make transfers among Funds by telephone. We have enacted
procedures to prevent abuses of Account transactions by telephone. The
procedures include requiring the use of a personal identification number (PIN)
to execute transactions. The Participant is responsible for safeguarding his or
her PIN, and for keeping Account information confidential. If the Company fails
to follow its procedures, it would be liable for any losses to the
Participant's Account resulting from the failure. To ensure authenticity, we
record all calls requesting transfers on the 800 line. Note: all Account
information and transactions permitted are subject to the terms of the Plan(s).
 
TRANSFER OF OWNERSHIP; ASSIGNMENT
 
Unless contrary to applicable law, assignment of the Contract or an Account is
prohibited.
 
LEGAL PROCEEDINGS
 
We know of no material legal proceedings pending to which the Separate Account
is a party, nor which would materially affect the Separate Account.
 
LEGAL MATTERS
 
The validity of the securities offered by this Prospectus has been passed upon
by Susan E. Bryant, Esq., Counsel to the Company.
 
36
<PAGE>
 
            STATEMENT OF ADDITIONAL INFORMATION -- TABLE OF CONTENTS
 
The following items are the contents of the Statement of Additional
Information:
 
<TABLE>
<S>                                                                          <C>
General Information and History.............................................   2
Variable Annuity Account C..................................................   2
Offering and Purchase of Contracts..........................................   3
Performance Data............................................................   3
 General....................................................................   3
 Average Annual Total Return Quotations.....................................   4
Annuity Payments............................................................   7
Dollar-Cost Averaging.......................................................   8
Sales Material..............................................................   8
Independent Auditors........................................................   9
Financial Statements of the Separate Account................................ S-1
Financial Statements of Aetna Life Insurance & Annuity Company.............. F-1
</TABLE>
 
                                                                              37
<PAGE>
 
                                  APPENDIX I
 
                        GUARANTEED ACCUMULATION ACCOUNT
 
THE GUARANTEED ACCUMULATION ACCOUNT ("GAA") IS A CREDITED INTEREST OPTION
AVAILABLE DURING THE ACCUMULATION PERIOD UNDER THE CONTRACTS. CONTRACT HOLDERS
AND PARTICIPANTS SHOULD READ THE ACCOMPANYING GAA PROSPECTUS CAREFULLY BEFORE
INVESTING. THIS APPENDIX IS A SUMMARY OF GAA AND IS NOT INTENDED TO REPLACE
THE GAA PROSPECTUS. AMOUNTS ALLOCATED TO GAA ARE HELD IN A NONINSULATED,
NONUNITIZED SEPARATE ACCOUNT.
 
GAA is a credited interest option in which we guarantee stipulated rates of
interest for stated periods of time on amounts directed to GAA. The interest
rate stipulated is an annual effective yield; that is, it reflects a full
year's interest. Interest is credited daily at a rate that will provide the
guaranteed annual effective yield over the period of 1 year. This option
guarantees the minimum interest rate specified in the Contract.
 
During a specified period of time, amounts may be applied to any or all
available Guaranteed Terms within the Short-Term and Long-Term
Classifications. The Short-Term Classification consists of all Guaranteed
Terms of 3 years or less and the Long-Term Classification consists of all
Guaranteed Terms of 10 years or less, but greater than 3 years.
 
Withdrawals or transfers from a Guaranteed Term prior to the end of that
Guaranteed Term may be subject to a Market Value Adjustment ("MVA"). An MVA
reflects the change in the value of the investment due to changes in interest
rates since the date of deposit. When interest rates increase after the date
of deposit, the value of the investment decreases, and the MVA is negative.
Conversely, when interest rates decrease after the date of deposit, the value
of the investment increases, and the MVA is positive. It is possible that a
negative MVA could result in the Participant receiving an amount that is less
than the amount paid into GAA.
 
As a Guaranteed Term matures assets accumulating under GAA may be (a)
transferred to a new Guaranteed Term, (b) transferred to the other available
investment options, or (c) withdrawn. Amounts withdrawn may be subject to a
deferred sales charge and/or tax penalties and/or withholding.
 
By notifying us at our Home Office at least 30 days before the Annuity
payments begin, you may elect to have amounts which have been accumulating
under GAA transferred to one or more of the Funds available during the Annuity
Period, to provide variable Annuity payments. GAA cannot be used as an
investment option during the Annuity Period.
 
MORTALITY AND EXPENSE RISK CHARGES
 
The Company makes no deductions from the credited interest rate for mortality
and expense risks; these risks are considered in determining the credited
rate.
 
TRANSFERS
 
Amounts applied to a Guaranteed Term during a deposit period may not be
transferred to any other funding option or to another Guaranteed Term during
that deposit period or for 90 days after the close of that deposit period.
Transfers are permitted from Guaranteed Terms of one Classification to
available Guaranteed Terms of another Classification. The Company will apply
an MVA to GAA transfers made prior to the end of a Guaranteed Term. Transfers
of GAA values due to a maturity are not subject to an MVA.
 
CONTRACT LOANS
 
Loans may not be made against amounts held in GAA, although such value is
included in determining the value of the Account against which a loan may be
made.
 
REINVESTMENT PRIVILEGE
 
Any amounts reinvested in GAA will be applied to the current deposit period.
Amounts are proportionately reinvested to the Classifications in the same
manner as they were allocated before the withdrawal. Any negative MVA amount
applied to a withdrawal is not included in the reinvestment.
 
38
<PAGE>
 
                                  APPENDIX II
 
                                 FIXED ACCOUNT
 
THE FIXED ACCOUNT IS AN INVESTMENT OPTION AVAILABLE DURING THE ACCUMULATION
PERIOD UNDER THE CONTRACTS. THE FOLLOWING SUMMARIZES MATERIAL INFORMATION
CONCERNING THE FIXED ACCOUNT THAT IS OFFERED AS AN OPTION UNDER THE CONTRACT.
ADDITIONAL INFORMATION MAY BE FOUND IN YOUR CERTIFICATE. AMOUNTS ALLOCATED TO
THE FIXED ACCOUNT ARE HELD IN THE COMPANY'S GENERAL ACCOUNT THAT SUPPORTS
INSURANCE AND ANNUITY OBLIGATIONS. INTERESTS IN THE FIXED ACCOUNT HAVE NOT BEEN
REGISTERED WITH THE SEC IN RELIANCE ON EXEMPTIONS UNDER THE SECURITIES ACT OF
1933, AS AMENDED. DISCLOSURE IN THIS PROSPECTUS REGARDING THE FIXED ACCOUNT,
HOWEVER, MAY BE SUBJECT TO CERTAIN GENERALLY APPLICABLE PROVISIONS OF THE
FEDERAL SECURITIES LAWS RELATING TO THE ACCURACY AND COMPLETENESS OF THE
STATEMENTS. DISCLOSURE IN THIS APPENDIX REGARDING THE FIXED ACCOUNT HAS NOT
BEEN REVIEWED BY THE SEC.
 
FIXED ACCOUNT
 
This option guarantees that amounts allocated to this option will earn the
minimum interest rate specified in the Contract. (This minimum interest rate
cannot be changed by the Company.) We may credit a higher interest rate from
time to time. The Company's determination of interest rates reflects the
investment income earned on invested assets and the amortization of any capital
gains and/or losses realized on the sale of invested assets. Under this option,
we assume the risk of investment gain or loss by guaranteeing Net Purchase
Payment values and promising a minimum interest rate and Annuity payment.
 
Under certain emergency conditions, we may defer payment of a Fixed Account
withdrawal value (a) for a period of up to 6 months or (b) as provided by
federal law.
 
In addition, if allowed by state law, we may pay any Fixed Account withdrawal
value in equal payments, with interest, over a period not to exceed 60 months,
when:
 
  (a) the Fixed Account withdrawal value for the Contract or for the total of
      the Accounts under the Contract exceeds $250,000 on the day prior to
      the withdrawal; and
 
  (b) the sum of the current Fixed Account withdrawal and the total of all
      Fixed Account withdrawals from the Contract or any Account under the
      Contract within the past 12 calendar months exceeds 20% of the amount
      in the Fixed Account on the day prior to the current withdrawal.
 
Interest, as used above, will not be more than two percentage points below any
rate determined prospectively by the Board of Directors for this class of
Contract. In no event will the interest rate be less than the minimum stated in
the Contract.
 
Amounts applied to the Fixed Account will earn the interest rate in effect when
actually applied to the Fixed Account.
 
MORTALITY AND EXPENSE RISK CHARGES
 
The Fixed Account will reflect a compound interest rate credited by us. The
interest rate quoted is an annual effective yield. We make no deductions from
the credited interest rate for mortality and expense risks; these risks are
considered in determining the credited rate.
 
TRANSFERS AMONG INVESTMENT OPTIONS
 
Transfers from the Fixed Account to any other available investment option(s)
are allowed in each calendar year during the Accumulation Period. The amount
that may be transferred may vary at our
 
                                                                              39
<PAGE>
 
discretion; however, it will never be less than 10% of the amount held under
the Fixed Account Transfers to the Fixed Plus Account (if available under the
Contract) will be permitted without regard to this limitation.
 
ANNUITIZATIONS
 
By notifying us at our Home Office at least 30 days before Annuity payments
begin, the Contract Holder, on your behalf, may elect to have amounts which
have been accumulating under the Fixed Account transferred to one or more of
the funds available during the Annuity Period to provide variable Annuity
payments.
 
CONTRACT LOANS
 
Loans may be made from those Account values held in the Fixed Account.
 
40
<PAGE>
 
                                  APPENDIX III
 
                               FIXED PLUS ACCOUNT
 
THE FIXED PLUS ACCOUNT IS AN INVESTMENT OPTION AVAILABLE DURING THE
ACCUMULATION PERIOD UNDER THE CONTRACTS. THE FOLLOWING SUMMARIZES MATERIAL
INFORMATION CONCERNING THE FIXED ACCOUNT THAT IS OFFERED AS AN OPTION UNDER THE
CONTRACT. ADDITIONAL INFORMATION MAY BY FOUND IN YOUR CERTIFICATE. AMOUNTS
ALLOCATED TO THE FIXED PLUS ACCOUNTS ARE HELD IN THE COMPANY'S GENERAL ACCOUNT
THAT SUPPORTS INSURANCE AND ANNUITY OBLIGATIONS. INTERESTS IN THE FIXED PLUS
ACCOUNT HAVE NOT BEEN REGISTERED WITH THE SEC IN RELIANCE ON EXEMPTIONS UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. DISCLOSURE IN THIS PROSPECTUS REGARDING
THE FIXED PLUS ACCOUNT, HOWEVER, MAY BE SUBJECT TO CERTAIN GENERALLY APPLICABLE
PROVISIONS OF THE FEDERAL SECURITIES LAWS RELATING TO THE ACCURACY AND
COMPLETENESS OF THE STATEMENTS. DISCLOSURE IN THIS APPENDIX REGARDING THE FIXED
ACCOUNT HAS NOT BEEN REVIEWED BY THE SEC.
 
FIXED PLUS ACCOUNT
 
This option guarantees that amounts allocated to this option will earn the
minimum Fixed Plus interest rate specified in the Contract. We may credit a
higher interest rate from time to time. The Company's determination of interest
rates reflects the investment income earned on invested assets and the
amortization of any capital gains and/or losses realized on the sale of
invested assets. Under this option, we assume the risk of investment gain or
loss by guaranteeing Net Purchase Payment values and promising a minimum
interest rate and Annuity payment.
 
The Fixed Plus Account will reflect a compound interest rate credited by us.
The interest rate quoted is an annual effective yield. Amounts applied to the
Fixed Plus Account will earn the Fixed Plus interest rate in effect when
actually applied to the Fixed Plus Account. We make no deductions from the
credited interest rate for mortality and expense risks; these risks are
considered in determining the credited rate.
 
Beginning on the tenth Account Year, we will credit amounts held in the Fixed
Plus Account with an interest rate that is at least 0.25% higher than the then-
declared interest rate for the Fixed Plus Accounts for Accounts that have not
reached their tenth anniversary.
 
The Company reserves the right to limit Net Purchase Payment(s) and/or
transfers to the Fixed Plus Account.
 
FIXED PLUS ACCOUNT WITHDRAWALS
 
The amount eligible for partial withdrawal is 20% of the amount held in the
Fixed Plus Account on the day our Home Office receives a written request,
reduced by any Fixed Plus Account withdrawals, transfers, loan or
annuitizations made in the prior 12 months. In calculating the 20% limit, we
reserve the right to include payments made due to the election of SWO or ECO.
 
The 20% limit is waived if the partial withdrawal is due to annuitization or
death. The waiver upon death will only be exercised once and must occur within
6 months after the Participant's date of death. Any such surrender or
annuitization must be made pro rata from all funding options.
 
If a full withdrawal is requested, we will pay any amounts held in the Fixed
Plus Account, with interest, in five annual payments of:
 
  . One-fifth of the Fixed Plus Account value on the day the request is
    received, reduced by any Fixed Plus Account withdrawals, loan, transfers
    or annuitizations made in the prior 12 months;
 
  . One-fourth of the remaining Fixed Plus Account value 12 months later;
 
  . One-third of the remaining Fixed Plus Account value 12 months later;
 
  . One-half of the remaining Fixed Plus Account value 12 months later; and
 
  . The balance of the Fixed Plus Account value 12 months later.
 
                                                                              41
<PAGE>
 
Once we receive a request for a full withdrawal from an Account, no further
withdrawals or transfers will be permitted from the Fixed Plus Account.
 
A full withdrawal from the Fixed Plus Account may be cancelled at any time
before the end of the five-payment period.
 
We will waive the Fixed Plus Account full surrender provision if a full
withdrawal is made due to:
 
  (a) the Participant's death, before Annuity payments begin and request for
      payment is received within 6 months after the Participant's date of
      death;
 
  (b) the election of an Annuity option;
 
  (c) if the Fixed Plus Account value is $3,500 or less and no withdrawals,
      transfers, loan or annuitizations have been made from the Account
      within the prior 12 months.
 
TRANSFERS AMONG INVESTMENT OPTIONS
 
The amount eligible for transfer from the Fixed Plus Account is 20% of the
amount held in the Fixed Plus Account on the day our Home Office receives a
written request, reduced by any Fixed Plus Account withdrawals, transfers, loan
or annuitizations made in the prior 12 months. In calculating the 20% limit, we
reserve the right to include payments made due to the election of SWO or ECO.
The 20% limit on transfers will be waived when the value in the Fixed Plus
Account is $1,000 or less.
 
SWO
 
The Systematic Withdrawal Option may not be elected if you have requested a
Fixed Plus Account transfer or withdrawal within the prior 12 month period.
 
ANNUITIZATIONS
 
By notifying us at our Home Office at least 30 days before Annuity payments
begin, you may elect to have amounts which have been accumulating under the
Fixed Plus Account transferred to one or more of the funds available during the
Annuity Period to provide lifetime variable Annuity payments.
 
LOANS
 
Loans may be made from those Account values held in the Fixed Plus Account. A
5% default charge may be assessed on amounts loaned from, but not repaid to the
Fixed Plus Account. The default charge will apply to borrowed amounts that
exceed the amount eligible for withdrawal at the time the loan is made.
 
42
<PAGE>
 
                                  APPENDIX IV
 
      EMPLOYEE APPOINTMENT OF EMPLOYER AS AGENT UNDER AN ANNUITY CONTRACT
 
My employer has adopted a Retirement Plan under Internal Revenue Code Section
403(b) ("Plan") and has purchased an Aetna Life Insurance and Annuity Company
("Company") group variable annuity contract ("Contract") as the funding
vehicle. Contributions under this Plan will be made by me through salary
reduction to an Employee Account, and by my employer to an Employer Account.
 
By electing to participate in my employer's Plan, I voluntarily appoint my
employer, who is the Contract Holder, as my agent for the purposes of all
transactions under the Contract in accordance with the terms of the Plan. The
Company is not a party to the Plan and does not interpret the Plan provisions.
 
As a Participant in the Plan, I understand and agree to the following terms and
conditions:
 
  . I own the value of my Employee Account subject to the restrictions of
    Section 403(b) and the terms of the Plan. Subject to the terms of the
    vesting schedule in the Plan and the restrictions of Section 403(b), I
    have ownership in the value of my Employer Account.
 
  . I understand that the Company will process transactions only with my
    employer's written direction to the Company. I agree to be bound by my
    employer's interpretation of the Plan provisions and its written
    direction to the Company.
 
  . My employer may permit me to make investment selections under the
    Employee Account and/or the Employer Account directly with the Company
    under the terms of the Contract. Without my employer's written
    permission, I will be unable to make any investment selections under the
    Contract.
 
  . On my behalf, my employer may request a loan in accordance with the terms
    of the Contract and the provisions of the Plan. The Company will make
    payment of the loan amount directly to me. I will be responsible for
    making repayments directly to the Company in a timely manner.
 
  . In the event of my death, my employer is the named beneficiary under the
    terms of the Contract. I have the right to name a personal beneficiary as
    determined under the terms of the Plan and file that beneficiary election
    with my employer. It is my employer's responsibility to direct the
    Company to properly pay any death benefits.
 
                                                                              43
<PAGE>
 
                                   APPENDIX V
 
                    401(A)/401(K) DEFINED CONTRIBUTION PLANS
 
THE COMPANY HAS MADE THE FOLLOWING CHANGES DESCRIBED IN THIS PROSPECTUS SO THAT
A SEPARATE CONTRACT MAY BE OFFERED TO CONTRACT HOLDERS WHO WISH TO MAKE THEIR
PURCHASE PAYMENTS OR ROLLOVER CONTRIBUTIONS FROM CONTRIBUTIONS MADE TO A
QUALIFIED DEFINED CONTRIBUTION PLAN UNDER SECTION 401(A) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED ("CODE"). EXCEPT AS NOTED BELOW, THE
401(A)/401(K) CONTRACT SHALL HAVE THE SAME PROVISIONS AS THOSE DESCRIBED IN
THIS PROSPECTUS.
 
GENERAL
 
Where the prospectus references 403(b) or tax-deferred annuity plans, these
references are replaced with the terms 401(a)/401(k) or qualified plans.
 
PURCHASE OF CONTRACT
 
The following paragraph replaces the last paragraph under the section entitled
"Purchase--Contract Purchase":
 
  The Code imposes a maximum limit on annual Purchase Payments that may
  be excluded from a Participant's gross income. Such limit must be
  calculated under the Plan by the Contract Holder in accordance with
  Section 402(g) and 415 of the Code. In addition, Purchase Payments will
  be excluded from a Participant's gross income only if the 401(a)/401(k)
  Plan meets certain nondiscrimination requirements.
 
WITHDRAWALS
 
The withdrawal restrictions imposed by the Code Section 403(b)(11) do not apply
to 401(a)/401(k) plans. Please disregard the section detailing these
restrictions in the section entitled "Withdrawals."
 
CONTRACT LOANS
 
Contract loans are not available under 401(a)/401(k) plans. Please disregard
the entire section entitled "Contract Loans."
 
ADDITIONAL WITHDRAWAL OPTIONS
 
Under ECO, the exception describing special rules when the Company maintains a
separate record of the Participant's Account value as of December 31, 1986,
does not apply to 401(a)/401(k) plans.
 
ANNUITY PERIOD ELECTIONS
 
The following paragraph replaces the seventh paragraph under the section
entitled "Annuity Period Elections":
 
  Section 401(a)(9) of the Code has required minimum distribution rules
  for 401 plans. Under such rules, distribution of the entire Account
  value must be made, or must begin no later than April 1 of the calendar
  year following the calendar year in which the Participant attains age
  70 1/2. However, for Participants in governmental or church plans, or
  for Participants who attained age 70 1/2 prior to January 1, 1988,
  distribution must be made, or begin by April 1 of the calendar year
  following the calendar year in which the Participant attains age 70 1/2
  or retires, whichever occurs later. In addition, distributions must be
  in a form and amount sufficient to satisfy the Code requirements.
 
TAX STATUS
 
The following section replaces the section entitled "Contracts Used with
Certain Retirement Plans."
 
CONTRACTS USED WITH CERTAIN RETIREMENT PLANS
 
IN GENERAL. The Contract is designed for use with certain types of retirement
plans that qualify under Section 401(a) of the Code. The tax rules applicable
to participants and beneficiaries in retirement plans
 
44
<PAGE>
 
vary according to the type of plan and the terms and conditions of the plan.
Special favorable tax treatment may be available for certain types of
contributions and distributions. Adverse tax consequences may result from
contributions in excess of specified limits; distributions prior to age 59 1/2
(subject to certain exceptions); distributions that do not conform to specified
commencement and minimum distribution rules; aggregate distributions in excess
of a specified annual amount; and in other specified circumstances.
 
The Company makes no attempt to provide more than general information about use
of the Contracts with the various types of retirement plans. Owners and
participants under retirement plans as well as annuitants and beneficiaries are
cautioned that the rights of any person to any benefits under the Contracts may
be subject to the terms and conditions of the plans themselves, regardless of
the terms and conditions of the Contract issued in connection with such a plan.
Some retirement plans are subject to distribution and other requirements that
are not incorporated in the administration of the Contracts. Owners are
responsible for determining that contributions, distributions and other
transactions with respect to the Contracts satisfy applicable law. Purchasers
of Contracts for use with any retirement plan should consult their legal
counsel and tax adviser regarding the suitability of the Contract.
 
CORPORATE PENSION AND PROFIT-SHARING PLANS AND H.R. 10 PLANS. Code section
401(a) permits employers to establish various types of retirement plans for
employees, and permit self-employed individuals to establish retirement plans
for themselves and their employees. These retirement plans may permit the
purchase of the Contracts to accumulate retirement savings under the plans.
Adverse tax consequences to the plan, to the participant or to both may result
if this Contract is assigned or transferred to any individual as a means to
provide benefit payments.
 
In the case of a withdrawal under a Contract paid to a plan participant or
beneficiary, including withdrawals under the Systematic Withdrawal Option or
the Estate Conservation Option, a ratable portion of the amount received is
taxable, generally based on the ratio of the "investment in the contract" to
the individual's total accrued benefit under the retirement plan. The
"investment in the contract" generally equals the amount of any non-deductible
contributions paid by or on behalf of any individual's total accrued benefit
under the retirement plan. The "investment in the contract" generally equals
the amount of any non-deductible contributions paid by or on behalf of any
individual. For a Contract issued in connection with qualified plans, the
"investment in the contract" can be zero. Special tax rules may be available
for certain distributions from a qualified plan.
 
Although the tax consequences may vary depending on the Annuity payment elected
under the Contract, in general, only the portion of the Annuity payment that
represents the amount by which the Account Value exceeds the "investment in the
contract" will be taxed; after the "investment in the contract" is recovered,
the full amount of any additional Annuity payments is taxable. For Variable
Annuity payments, the taxable portion is generally determined by an equation
that establishes a specific dollar amount of each payment that is not taxed.
The dollar amount is determined by dividing the "investment in the contract" by
the total number of expected periodic payments. However, the entire
distribution will be taxable once the recipient has recovered the dollar amount
of his or her "investment in the contract". For Fixed Annuity payments, in
general there is no tax on the portion of each payment which represents the
same ratio that the "investment in the contract" bears to the total expected
value of the Annuity payments for the term of the payments; however, the
remainder of each Annuity payment is taxable. Once the "investment in the
contract" has been fully recovered, the full amount of any additional Annuity
payments is taxable. If Annuity payments cease as a result of an Annuitant's
death before full recovery of the "investment in the contract," consult a
competent tax advisor regarding deductibility of the unrecovered amount.
 
Pension distributions generally are subject to withholding for the recipient's
federal income tax liability at rates that vary according to the type of
distribution and the recipient's tax status. Recipients generally are provided
the opportunity to elect not to have tax withheld from distributions. However,
certain distributions are subject to mandatory federal income tax withholding.
 
 
                                                                              45
<PAGE>
 
                              HYPOTHETICAL TABLES
 
The following tables represent hypothetical values for the periods indicated
that would have resulted under a Contract described in this Prospectus had you
made contributions to the Contract during the periods indicated. Each set of
hypothetical results is based exclusively on the investment performance of a
particular Fund during the periods shown. The Fund performance is based on the
actual net asset values of the various Funds which would be net of advisory
fees and expenses actually charged for those periods. Some of the Funds'
advisers have reimbursed the Funds for a portion of those fees. Reimbursements
may not continue in the future. The hypothetical returns also assume deduction
of all charges and expenses under the Contracts which include 1.25% mortality
and expense risk charges and a $15.00 maintenance fee which is assumed to be
deducted on the last day of each Contract Year. The Accumulation Value is net
of all applicable fees and expenses of the Fund and under the Contract, except
the deferred sales charges. The Withdrawal Value is net of all applicable fees
and expenses of the Fund and under the Contract, including deferred sales
charges.
 
Since the Contracts are designed to fund variable retirement benefits through
long-term investments, "active" Contracts will, on the average, involve a long-
term relationship between the Company and the Contract Holder during both the
Accumulation and Annuity Periods. Accordingly, the Tables are intended to
illustrate the hypothetical values of each Fund since that Fund became
available under the Contract. For those Funds not available under the Contract
as of December 31, 1994, no histories are shown.
 
Generally, Table 1 for each Fund shows the accumulation value at annual
intervals following contract issuance on the date indicated, and Table 2 shows
the accumulation value at quarterly intervals following contract issuance.
Table 1 assumes that monthly purchase payments of $100 were made during each
Contact Year following contract issuance, and illustrates the accumulation
value of such payment over a period of time, as well as the actual withdrawal
value of your account following the deduction of any applicable deferred sales
charge that would have been assessed had a withdrawal been made during that
period. Table 2 assumes that a single net purchase payment of $100 was made at
contract issuance, and illustrates the accumulation value of that payment at
quarterly intervals thereafter.
 
For those Funds available during annuity payout (e.g., Aetna Variable Fund,
Aetna Income Shares and Aetna Investment Advisers Fund, Inc.), Table 3
illustrates the value of hypothetical monthly variable annuity payments at
quarterly intervals following the commencement of annuity payments on the date
indicated. Table 3 assumes an initial annuity payment of $100. For those funds
not available as funding options during the Annuity Period, no annuity payout
information is provided.
 
PLEASE NOTE THAT AMOUNTS WITHDRAWN BEFORE YOU REACH AGE 59 1/2 MAY BE SUBJECT
TO A 10% FEDERAL PENALTY TAX. (SEE THE SECTION ENTITLED "TAX STATUS" IN THIS
PROSPECTUS.)
 
PLEASE ALSO NOTE THAT WHILE THESE HYPOTHETICAL CHARTS REFLECT ACTUAL HISTORICAL
PERFORMANCE, THEY ARE NOT INDICATIVE OF FUTURE RESULTS. A PROGRAM OF THE TYPE
ILLUSTRATED IN THE TABLES DOES NOT ASSURE A PROFIT OR PROTECT AGAINST
DEPRECIATION IN DECLINING MARKETS.
 
46
<PAGE>
 
                              AETNA VARIABLE FUND
         HYPOTHETICAL PERIODIC ACCUMULATION VALUES AND ANNUITY PAYMENTS
 
                         TABLE 1 - ACCUMULATION PERIOD
 
              HYPOTHETICAL ACCUMULATION VALUES AT ANNUAL INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1984
    (Assuming $100 Monthly Purchase Payments made during each Contract Year)
<TABLE>
<CAPTION>
                 CUMULATIVE CUMULATIVE
  VALUE AT END   PURCHASE   MAINTENANCE ACCUMULATION DEFERRED     WITHDRAWAL
  OF MONTH       PAYMENTS   FEES        VALUE(/1/)   SALES CHARGE VALUE(/2/)
- ----------------------------------------------------------------------------
  <S>            <C>        <C>         <C>          <C>          <C>
  December 1985  $ 1,200.00   $ 15.00    $ 1,372.23    $ 68.61    $ 1,303.62
- ----------------------------------------------------------------------------
  December 1986    2,400.00     30.00      2,857.87     142.89      2,714.98
- ----------------------------------------------------------------------------
  December 1987    3,600.00     45.00      4,055.82     202.79      3,853.03
- ----------------------------------------------------------------------------
  December 1988    4,800.00     60.00      5,835.21     291.76      5,543.45
- ----------------------------------------------------------------------------
  December 1989    6,000.00     75.00      8,766.77     350.67      8,416.10
- ----------------------------------------------------------------------------
  December 1990    7,200.00     90.00     10,171.14     406.85      9,764.29
- ----------------------------------------------------------------------------
  December 1991    8,400.00    105.00     14,028.65     420.86     13,607.79
- ----------------------------------------------------------------------------
  December 1992    9,600.00    120.00     16,028.44     480.85     15,547.59
- ----------------------------------------------------------------------------
  December 1993   10,800.00    135.00     18,127.98     362.56     17,765.42
- ----------------------------------------------------------------------------
  December 1994   12,000.00    150.00     18,904.18       0.00     18,904.18
</TABLE>
                         TABLE 2 - ACCUMULATION PERIOD
 
            HYPOTHETICAL ACCUMULATION VALUES AT QUARTERLY INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1984
      (Assumes Single $100 Net Purchase Payment made at Contract Issuance)
<TABLE>
<CAPTION>
  VALUE AT END   ACCUMULATION VALUE AT END   ACCUMULATION VALUE AT END   ACCUMULATION
  OF MONTH       VALUE(/1/)   OF MONTH       VALUE(/1/)   OF MONTH       VALUE(/1/)
- -------------------------------------------------------------------------------------
  <S>            <C>          <C>            <C>          <C>            <C>
  March
   1985            $107.70    September 1988   $176.76    March 1992       $284.68
- -------------------------------------------------------------------------------------
  June 1985         116.79    December 1988     179.67    June 1992         286.43
- -------------------------------------------------------------------------------------
  September
   1985             112.94    March 1989        191.77    September 1992    296.11
- -------------------------------------------------------------------------------------
  December
   1985             129.66    June 1989         204.95    December 1992     307.24
- -------------------------------------------------------------------------------------
  March
   1986             145.11    September 1989    222.25    March 1993        312.71
- -------------------------------------------------------------------------------------
  June 1986         153.04    December 1989     229.00    June 1993         309.99
- -------------------------------------------------------------------------------------
  September
   1986             144.06    March 1990        223.82    September 1993    316.15
- -------------------------------------------------------------------------------------
  December
   1986             152.32    June 1990         240.28    December 1993     323.87
- -------------------------------------------------------------------------------------
  March
   1987             179.56    September 1990    215.93    March 1994        313.24
- -------------------------------------------------------------------------------------
  June 1987         184.52    December 1990     233.61    June 1994         311.15
- -------------------------------------------------------------------------------------
  September
   1987             193.77    March 1991        261.74    September 1994    317.75
- -------------------------------------------------------------------------------------
  December
   1987             158.70    June 1991         258.45    December 1994     316.77
- -------------------------------------------------------------------------------------
  March
   1988             168.39    September 1991    268.21
- -------------------------------------------------------------------------------------
  June 1988         176.03    December 1991     291.58
</TABLE>
 
(/1/) The Accumulation Value is net of all applicable fees and expenses of the
      Fund and under the Contract, except the deferred sales charges. See the
      narrative preceding these Tables.
(/2/) The Withdrawal Value is net of all applicable fees and expenses of the
      Fund and under the Contract, including deferred sales charges. See the
      narrative preceding these Tables.
 
                                                                              47
<PAGE>
 
                            TABLE 3 - ANNUITY PERIOD
 
              VALUE AT QUARTERLY INTERVALS OF HYPOTHETICAL MONTHLY
                           VARIABLE ANNUITY PAYMENTS
    (Assumes Initial Annuity Payment of $100 beginning on December 31, 1984)
<TABLE>
<CAPTION>
                PAYMENT                       PAYMENT                       PAYMENT
    MONTH    FOR MONTH(/1/) MONTH          FOR MONTH(/1/)     MONTH      FOR MONTH(/1/)
- ---------------------------------------------------------------------------------------
  <S>        <C>            <C>            <C>            <C>            <C>
  March
   1985         $106.78     September 1988    $155.37     March 1992        $221.84
- ---------------------------------------------------------------------------------------
  June 1985      114.80     December 1988      156.57     June 1992          221.29
- ---------------------------------------------------------------------------------------
  September
   1985          110.07     March 1989         165.69     September 1992     226.82
- ---------------------------------------------------------------------------------------
  December
   1985          125.27     June 1989          175.55     December 1992      233.32
- ---------------------------------------------------------------------------------------
  March
   1986          139.00     September 1989     188.74     March 1993         235.44
- ---------------------------------------------------------------------------------------
  June 1986      145.34     December 1989      192.81     June 1993          231.40
- ---------------------------------------------------------------------------------------
  September
   1986          135.64     March 1990         186.84     September 1993     233.97
- ---------------------------------------------------------------------------------------
  December
   1986          142.20     June 1990          198.86     December 1993      237.64
- ---------------------------------------------------------------------------------------
  March
   1987          166.19     September 1990     177.18     March 1994         227.87
- ---------------------------------------------------------------------------------------
  June 1987      169.31     December 1990      190.04     June 1994          224.41
- ---------------------------------------------------------------------------------------
  September
   1987          176.28     March 1991         211.10     September 1994     227.21
- ---------------------------------------------------------------------------------------
  December
   1987          143.14     June 1991          206.66     December 1994      224.56
- ---------------------------------------------------------------------------------------
  March
   1988          150.58     September 1991     212.63
- ---------------------------------------------------------------------------------------
  June 1988      156.06     December 1991      229.18
</TABLE>
                              AETNA INCOME SHARES
         HYPOTHETICAL PERIODIC ACCUMULATION VALUES AND ANNUITY PAYMENTS
 
                         TABLE 1 - ACCUMULATION PERIOD
 
              HYPOTHETICAL ACCUMULATION VALUES AT ANNUAL INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1984
    (Assuming $100 Monthly Purchase Payments made during each Contract Year)
<TABLE>
<CAPTION>
                 CUMULATIVE CUMULATIVE
  VALUE AT END   PURCHASE   MAINTENANCE ACCUMULATION DEFERRED     WITHDRAWAL
  OF MONTH       PAYMENTS   FEES        VALUE(/2/)   SALES CHARGE VALUE(/3/)
- ----------------------------------------------------------------------------
  <S>            <C>        <C>         <C>          <C>          <C>
  December 1985  $ 1,200.00   $ 15.00    $ 1,331.68    $ 66.58    $ 1,265.10
- ----------------------------------------------------------------------------
  December 1986    2,400.00     30.00      2,754.14     137.71      2,616.43
- ----------------------------------------------------------------------------
  December 1987    3,600.00     45.00      4,064.56     203.23      3,861.33
- ----------------------------------------------------------------------------
  December 1988    4,800.00     60.00      5,525.93     276.30      5,249.63
- ----------------------------------------------------------------------------
  December 1989    6,000.00     75.00      7,518.09     300.72      7,217.37
- ----------------------------------------------------------------------------
  December 1990    7,200.00     90.00      9,360.33     374.41      8,985.92
- ----------------------------------------------------------------------------
  December 1991    8,400.00    105.00     12,361.60     370.85     11,990.75
- ----------------------------------------------------------------------------
  December 1992    9,600.00    120.00     14,351.44     430.54     13,920.90
- ----------------------------------------------------------------------------
  December 1993   10,800.00    135.00     16,772.47     335.45     16,437.02
- ----------------------------------------------------------------------------
  December 1994   12,000.00    150.00     17,103.15       0.00     17,103.15
</TABLE>
(/1/) The amounts above assume deductions of all fees and expenses of the Funds
      and under the Contracts during the Annuity Period. The Payments are based
      of the standard assumed net investment rate of 3 1/2% per annum. See the
      narrative preceding these Tables.
(/2/) The Accumulation Value is net of all applicable fees and expenses of the
      Fund and under the Contract, except the deferred sales charges. See the
      narrative preceding these Tables.
(/3/) The Withdrawal Value is net of all applicable fees and expenses of the
      Fund and under the Contract, including deferred sales charges. See the
      narrative preceding these Tables.
 
48
<PAGE>
 
                         TABLE 2 - ACCUMULATION PERIOD
 
            HYPOTHETICAL ACCUMULATION VALUES AT QUARTERLY INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1984
      (Assumes Single $100 Net Purchase Payment made at Contract Issuance)
 
<TABLE>
<CAPTION>
  VALUE AT END   ACCUMULATION VALUE AT END   ACCUMULATION VALUE AT END   ACCUMULATION
  OF MONTH       VALUE(/1/)   OF MONTH       VALUE(/1/)   OF MONTH       VALUE(/1/)
- -------------------------------------------------------------------------------------
  <S>            <C>          <C>            <C>          <C>            <C>
  March
   1985            $101.98    September 1988   $150.13    March 1992       $212.59
- -------------------------------------------------------------------------------------
  June 1985         110.57    December 1988     149.16    June 1992         219.50
- -------------------------------------------------------------------------------------
  September
   1985             112.83    March 1989        151.53    September 1992    226.46
- -------------------------------------------------------------------------------------
  December
   1985             120.75    June 1989         161.56    December 1992     227.69
- -------------------------------------------------------------------------------------
  March
   1986             128.07    September 1989    164.21    March 1993        234.12
- -------------------------------------------------------------------------------------
  June 1986         129.28    December 1989     168.81    June 1993         239.72
- -------------------------------------------------------------------------------------
  September
   1986             131.86    March 1990        167.74    September 1993    245.09
- -------------------------------------------------------------------------------------
  December
   1986             135.95    June 1990         173.10    December 1993     246.62
- -------------------------------------------------------------------------------------
  March
   1987             138.44    September 1990    174.39    March 1994        237.69
- -------------------------------------------------------------------------------------
  June 1987         135.48    December 1990     181.93    June 1994         232.55
- -------------------------------------------------------------------------------------
  September
   1987             133.97    March 1991        187.56    September 1994    234.67
- -------------------------------------------------------------------------------------
  December
   1987             140.34    June 1991         191.12    December 1994     234.31
- -------------------------------------------------------------------------------------
  March
   1988             145.12    September 1991    202.49
- -------------------------------------------------------------------------------------
  June 1988         147.55    December 1991     214.57
</TABLE>
 
                            TABLE 3 - ANNUITY PERIOD
 
              VALUE AT QUARTERLY INTERVALS OF HYPOTHETICAL MONTHLY
                           VARIABLE ANNUITY PAYMENTS
    (Assumes Initial Annuity Payment of $100 beginning on December 31, 1984)
 
<TABLE>
<CAPTION>
             PAYMENT                       PAYMENT                       PAYMENT
  MONTH      FOR MONTH(/2/) MONTH          FOR MONTH(/2/) MONTH          FOR MONTH(/2/)
- ---------------------------------------------------------------------------------------
  <S>        <C>            <C>            <C>            <C>            <C>
  March
   1985         $101.10     September 1988    $131.96     March 1992        $165.66
- ---------------------------------------------------------------------------------------
  June 1985      108.68     December 1988      129.99     June 1992          169.58
- ---------------------------------------------------------------------------------------
  September
   1985          109.95     March 1989         130.92     September 1992     173.46
- ---------------------------------------------------------------------------------------
  December
   1985          116.67     June 1989          138.39     December 1992      172.91
- ---------------------------------------------------------------------------------------
  March
   1986          122.68     September 1989     139.45     March 1993         176.28
- ---------------------------------------------------------------------------------------
  June 1986      122.77     December 1989      142.14     June 1993          178.94
- ---------------------------------------------------------------------------------------
  September
   1986          124.16     March 1990         140.02     September 1993     181.39
- ---------------------------------------------------------------------------------------
  December
   1986          126.91     June 1990          143.26     December 1993      180.95
- ---------------------------------------------------------------------------------------
  March
   1987          128.13     September 1990     143.09     March 1994         172.91
- ---------------------------------------------------------------------------------------
  June 1987      124.32     December 1990      148.00     June 1994          167.72
- ---------------------------------------------------------------------------------------
  September
   1987          121.87     March 1991         151.28     September 1994     167.80
- ---------------------------------------------------------------------------------------
  December
   1987          126.58     June 1991          152.82     December 1994      166.11
- ---------------------------------------------------------------------------------------
  March
   1988          129.77     September 1991     160.53
- ---------------------------------------------------------------------------------------
  June 1988      130.81     December 1991      168.65
</TABLE>
 
(/1/) The Accumulation Value is net of all applicable fees and expenses of the
      Fund and under the Contract, except the deferred sales charges. See the
      narrative preceding these Tables.
(/2/) The amounts above assume deductions of all fees and expenses of the Funds
      and under the Contracts during the Annuity Period. The Payments are based
      of the standard assumed net investment rate of 3 1/2% per annum. See the
      narrative preceding these Tables.
 
                                                                              49
<PAGE>
 
                           AETNA VARIABLE ENCORE FUND
                   HYPOTHETICAL PERIODIC ACCUMULATION VALUES
 
                         TABLE 1 - ACCUMULATION PERIOD
 
              HYPOTHETICAL ACCUMULATION VALUES AT ANNUAL INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1984
    (Assuming $100 Monthly Purchase Payments made during each Contract Year)
<TABLE>
<CAPTION>
                 CUMULATIVE CUMULATIVE
  VALUE AT END   PURCHASE   MAINTENANCE ACCUMULATION DEFERRED     WITHDRAWAL
  OF MONTH       PAYMENTS   FEES        VALUE(/1/)   SALES CHARGE VALUE(/2/)
- ----------------------------------------------------------------------------
  <S>            <C>        <C>         <C>          <C>          <C>
  December 1985  $ 1,200.00   $ 15.00    $ 1,230.45    $ 61.52    $ 1,168.93
- ----------------------------------------------------------------------------
  December 1986    2,400.00     30.00      2,517.46     125.87      2,391.59
- ----------------------------------------------------------------------------
  December 1987    3,600.00     45.00      3,877.45     193.87      3,683.58
- ----------------------------------------------------------------------------
  December 1988    4,800.00     60.00      5,342.40     267.12      5,075.28
- ----------------------------------------------------------------------------
  December 1989    6,000.00     75.00      7,006.48     280.26      6,726.22
- ----------------------------------------------------------------------------
  December 1990    7,200.00     90.00      8,733.10     349.32      8,383.78
- ----------------------------------------------------------------------------
  December 1991    8,400.00    105.00     10,405.24     312.16     10,093.08
- ----------------------------------------------------------------------------
  December 1992    9,600.00    120.00     11,852.66     355.58     11,497.08
- ----------------------------------------------------------------------------
  December 1993   10,800.00    135.00     13,276.91     265.54     13,011.37
- ----------------------------------------------------------------------------
  December 1994   12,000.00    150.00     14,854.81       0.00     14,854.81
</TABLE>
                         TABLE 2 - ACCUMULATION PERIOD
 
            HYPOTHETICAL ACCUMULATION VALUES AT QUARTERLY INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1984
      (Assumes Single $100 Net Purchase Payment made at Contract Issuance)
<TABLE>
<CAPTION>
  VALUE AT END   ACCUMULATION VALUE AT END   ACCUMULATION VALUE AT END   ACCUMULATION
  OF MONTH       VALUE(/1/)   OF MONTH       VALUE(/1/)   OF MONTH       VALUE(/1/)
- -------------------------------------------------------------------------------------
  <S>            <C>          <C>            <C>          <C>            <C>
  March
   1985            $101.71    September 1988   $124.54    March 1992       $155.16
- -------------------------------------------------------------------------------------
  June 1985         103.59    December 1988     126.62    June 1992         156.20
- -------------------------------------------------------------------------------------
  September
   1985             105.29    March 1989        129.10    September 1992    157.11
- -------------------------------------------------------------------------------------
  December
   1985             107.12    June 1989         131.82    December 1992     157.77
- -------------------------------------------------------------------------------------
  March
   1986             108.88    September 1989    134.34    March 1993        158.56
- -------------------------------------------------------------------------------------
  June 1986         110.34    December 1989     136.78    June 1993         159.30
- -------------------------------------------------------------------------------------
  September
   1986             111.79    March 1990        139.10    September 1993    160.10
- -------------------------------------------------------------------------------------
  December
   1986             113.08    June 1990         141.55    December 1993     160.79
- -------------------------------------------------------------------------------------
  March
   1987             114.44    September 1990    143.96    March 1994        161.48
- -------------------------------------------------------------------------------------
  June 1987         115.90    December 1990     146.46    June 1994         162.48
- -------------------------------------------------------------------------------------
  September
   1987             117.45    March 1991        148.53    September 1994    163.73
- -------------------------------------------------------------------------------------
  December
   1987             119.27    June 1991         150.40    December 1994     165.30
- -------------------------------------------------------------------------------------
  March
   1988             121.00    September 1991    152.32
- -------------------------------------------------------------------------------------
  June 1987         122.63    December 1991     154.09
</TABLE>
(/1/) The Accumulation Value is net of all applicable fees and expenses of the
      Fund and under the Contract, except the deferred sales charges. See the
      narrative preceding these Tables.
(/2/) The Withdrawal Value is net of all applicable fees and expenses of the
      Fund and under the Contract, including deferred sales charges. See the
      narrative preceding these Tables.
 
50
<PAGE>
 
                      AETNA INVESTMENT ADVISERS FUND, INC.
         HYPOTHETICAL PERIODIC ACCUMULATION VALUES AND ANNUITY PAYMENTS
 
                         TABLE 1 - ACCUMULATION PERIOD
 
              HYPOTHETICAL ACCUMULATION VALUES AT ANNUAL INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1989
    (Assuming $100 Monthly Purchase Payments made during each Contract Year)
 
<TABLE>
<CAPTION>
                 CUMULATIVE CUMULATIVE
  VALUE AT END   PURCHASE   MAINTENANCE ACCUMULATION DEFERRED     WITHDRAWAL
  OF MONTH       PAYMENTS   FEES        VALUE(/1/)   SALES CHARGE VALUE(/2/)
- ----------------------------------------------------------------------------
  <S>            <C>        <C>         <C>          <C>          <C>
  December 1990  $1,200.00    $15.00     $1,227.33     $ 61.37    $1,165.96
- ----------------------------------------------------------------------------
  December 1991   2,400.00     30.00      2,733.29      136.66     2,596.63
- ----------------------------------------------------------------------------
  December 1992   3,600.00     45.00      4,096.91      204.85     3,892.06
- ----------------------------------------------------------------------------
  December 1993   4,800.00     60.00      5,692.57      284.63     5,407.94
- ----------------------------------------------------------------------------
  December 1994   6,000.00     75.00      6,782.61      271.30     6,511.31
</TABLE>
 
                         TABLE 2 - ACCUMULATION PERIOD
 
            HYPOTHETICAL ACCUMULATION VALUES AT QUARTERLY INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1989
      (Assumes Single $100 Net Purchase Payment made at Contract Issuance)
 
<TABLE>
<CAPTION>
  VALUE AT END   ACCUMULATION VALUE AT END   ACCUMULATION VALUE AT END   ACCUMULATION
  OF MONTH       VALUE(/1/)   OF MONTH       VALUE(/1/)   OF MONTH       VALUE(/1/)
- -------------------------------------------------------------------------------------
  <S>            <C>          <C>            <C>          <C>            <C>
  March
   1990            $100.50    December 1991    $122.03    September 1993   $135.87
- -------------------------------------------------------------------------------------
  June 1990         104.24    March 1992        121.57    December 1993     139.11
- -------------------------------------------------------------------------------------
  September
   1990              98.48    June 1992         124.32    March 1994        135.05
- -------------------------------------------------------------------------------------
  December
   1990             104.40    September 1992    126.08    June 1994         133.48
- -------------------------------------------------------------------------------------
  March
   1991             110.45    December 1992     128.19    September 1994    137.27
- -------------------------------------------------------------------------------------
  June 1991         110.48    March 1993        131.17    December 1994     136.90
- -------------------------------------------------------------------------------------
  September
   1991             115.28    June 1993         132.20
</TABLE>
 
                            TABLE 3 - ANNUITY PERIOD
 
              VALUE AT QUARTERLY INTERVALS OF HYPOTHETICAL MONTHLY
                           VARIABLE ANNUITY PAYMENTS
    (Assumes Initial Annuity Payment of $100 beginning on December 31, 1990)
 
<TABLE>
<CAPTION>
             PAYMENT                       PAYMENT                       PAYMENT
  MONTH      FOR MONTH(/3/) MONTH          FOR MONTH(/3/) MONTH          FOR MONTH(/3/)
- ---------------------------------------------------------------------------------------
  <S>        <C>            <C>            <C>            <C>            <C>
  March
   1991         $104.89     September 1992    $113.71     March 1994        $115.67
- ---------------------------------------------------------------------------------------
  June 1991      104.02     December 1992      114.62     June 1994          113.35
- ---------------------------------------------------------------------------------------
  September
   1991          107.61     March 1993         116.28     September 1994     115.57
- ---------------------------------------------------------------------------------------
  December
   1991          112.93     June 1993          116.19     December 1994      114.27
- ---------------------------------------------------------------------------------------
  March
   1992          111.54     September 1993     118.39
- ---------------------------------------------------------------------------------------
  June 1992      113.10     December 1993      120.18
</TABLE>
 
(/1/) The Accumulation Value is net of all applicable fees and expenses of the
      Fund and under the Contract, except the deferred sales charges. See the
      narrative preceding these Tables.
(/2/) The Withdrawal Value is net of all applicable fees and expenses of the
      Fund and under the Contract, including deferred sales charges. See the
      narrative preceding these Tables.
(/3/) The amounts above assume deductions of all fees and expenses of the Funds
      and under the Contracts during the Annuity Period. The Payments are based
      on the standard assumed net investment rate of 3 1/2% per annum. See the
      narrative preceding these Tables.
 
                                                                              51
<PAGE>
 
                        ALGER AMERICAN GROWTH PORTFOLIO
                   HYPOTHETICAL PERIODIC ACCUMULATION VALUES
 
                         TABLE 1 - ACCUMULATION PERIOD
 
              HYPOTHETICAL ACCUMULATION VALUES AT ANNUAL INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1989
    (Assuming $100 Monthly Purchase Payments made during each Contract Year)
 
<TABLE>
<CAPTION>
                 CUMULATIVE CUMULATIVE
  VALUE AT END   PURCHASE   MAINTENANCE ACCUMULATION DEFERRED     WITHDRAWAL
  OF MONTH       PAYMENTS   FEES        VALUE(/1/)   SALES CHARGE VALUE(/2/)
- ----------------------------------------------------------------------------
  <S>            <C>        <C>         <C>          <C>          <C>
  December 1990  $1,200.00    $15.00     $1,252.30     $ 62.62    $1,189.68
- ----------------------------------------------------------------------------
  December 1991   2,400.00     30.00      3,137.04      156.85     2,980.19
- ----------------------------------------------------------------------------
  December 1992   3,600.00     45.00      4,822.94      241.15     4,581.79
- ----------------------------------------------------------------------------
  December 1993   4,800.00     60.00      7,193.47      359.67     6,833.80
- ----------------------------------------------------------------------------
  December 1994   6,000.00     75.00      8,420.94      336.84     8,084.10
</TABLE>
 
                         TABLE 2 - ACCUMULATION PERIOD
 
            HYPOTHETICAL ACCUMULATION VALUES AT QUARTERLY INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1989
      (Assumes Single $100 Net Purchase Payment made at Contract Issuance)
 
<TABLE>
<CAPTION>
  VALUE AT END   ACCUMULATION VALUE AT END   ACCUMULATION VALUE AT END   ACCUMULATION
  OF MONTH       VALUE(/1/)   OF MONTH       VALUE(/1/)   OF MONTH       VALUE(/1/)
- -------------------------------------------------------------------------------------
  <S>            <C>          <C>            <C>          <C>            <C>
  March
   1990            $ 94.31    December 1991    $142.59    September 1993   $181.33
- -------------------------------------------------------------------------------------
  June 1990         109.69    March 1992        138.75    December 1993     191.39
- -------------------------------------------------------------------------------------
  September
   1990              91.62    June 1992         130.58    March 1994        182.84
- -------------------------------------------------------------------------------------
  December
   1990             102.84    September 1992    138.99    June 1994         172.52
- -------------------------------------------------------------------------------------
  March
   1991             122.22    December 1992     158.25    September 1994    186.62
- -------------------------------------------------------------------------------------
  June 1991         116.94    March 1993        161.04    December 1994     191.75
- -------------------------------------------------------------------------------------
  September
   1991             131.83    June 1993         165.51
</TABLE>
 
(/1/) The Accumulation Value is net of all applicable fees and expenses of the
      Fund and under the Contract, except the deferred sales charges. See the
      narrative preceding these Tables.
(/2/) The Withdrawal Value is net of all applicable fees and expenses of the
      Fund and under the Contract, including deferred sales charges. See the
      narrative preceding these Tables.
 
52
<PAGE>
 
                 ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
                   HYPOTHETICAL PERIODIC ACCUMULATION VALUES
 
                         TABLE 1 - ACCUMULATION PERIOD
 
              HYPOTHETICAL ACCUMULATION VALUES AT ANNUAL INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1988
    (Assuming $100 Monthly Purchase Payments made during each Contract Year)
 
<TABLE>
<CAPTION>
                 CUMULATIVE CUMULATIVE
  VALUE AT END   PURCHASE   MAINTENANCE ACCUMULATION DEFERRED     WITHDRAWAL
  OF MONTH       PAYMENTS   FEES        VALUE(/1/)   SALES CHARGE VALUE(/2/)
- ----------------------------------------------------------------------------
  <S>            <C>        <C>         <C>          <C>          <C>
  December 1989  $1,200.00    $15.00     $ 1,441.08    $ 72.05    $1,369.03
- ----------------------------------------------------------------------------
  December 1990   2,400.00     30.00       2,819.22     140.96     2,678.26
- ----------------------------------------------------------------------------
  December 1991   3,600.00     45.00       5,906.92     295.35     5,611.57
- ----------------------------------------------------------------------------
  December 1992   4,800.00     60.00       7,398.79     369.94     7,028.85
- ----------------------------------------------------------------------------
  December 1993   6,000.00     75.00       9,523.05     380.92     9,142.13
- ----------------------------------------------------------------------------
  December 1994   7,200.00     90.00      10,238.36     409.53     9,828.83
</TABLE>
 
                         TABLE 2 - ACCUMULATION PERIOD
 
            HYPOTHETICAL ACCUMULATION VALUES AT QUARTERLY INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1988
      (Assumes Single $100 Net Purchase Payment made at Contract Issuance)
 
<TABLE>
<CAPTION>
  VALUE AT END   ACCUMULATION VALUE AT END   ACCUMULATION VALUE AT END   ACCUMULATION
  OF MONTH       VALUE(/1/)   OF MONTH       VALUE(/1/)   OF MONTH       VALUE(/1/)
- -------------------------------------------------------------------------------------
  <S>            <C>          <C>            <C>          <C>            <C>
  March
   1989            $121.70    March 1991       $218.56    March 1993       $253.23
- -------------------------------------------------------------------------------------
  June 1989         135.80    June 1991         205.53    June 1993         270.26
- -------------------------------------------------------------------------------------
  September
   1989             167.68    September 1991    230.08    September 1993    304.19
- -------------------------------------------------------------------------------------
  December
   1989             162.44    December 1991     271.28    December 1993     306.96
- -------------------------------------------------------------------------------------
  March
   1990             164.48    March 1992        244.58    March 1994        279.42
- -------------------------------------------------------------------------------------
  June 1990         188.05    June 1992         217.20    June 1994         260.35
- -------------------------------------------------------------------------------------
  September
   1990             148.59    September 1992    233.48    September 1994    283.36
- -------------------------------------------------------------------------------------
  December
   1990             174.35    December 1992     277.41    December 1994     290.89
</TABLE>
 
(/1/) The Accumulation Value is net of all applicable fees and expenses of the
      Fund and under the Contract, except the deferred sales charges. See the
      narrative preceding these Tables.
(/2/) The Withdrawal Value is net of all applicable fees and expenses of the
      Fund and under the Contract, including deferred sales charges. See the
      narrative preceding these Tables.
 
                                                                              53
<PAGE>
 
                CALVERT RESPONSIBLY INVESTED BALANCED PORTFOLIO
                   HYPOTHETICAL PERIODIC ACCUMULATION VALUES
 
                         TABLE 1 - ACCUMULATION PERIOD
 
              HYPOTHETICAL ACCUMULATION VALUES AT ANNUAL INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1986
    (Assuming $100 Monthly Purchase Payments made during each Contract Year)
 
<TABLE>
<CAPTION>
                 CUMULATIVE CUMULATIVE
  VALUE AT END   PURCHASE   MAINTENANCE ACCUMULATION DEFERRED     WITHDRAWAL
  OF MONTH       PAYMENTS   FEES        VALUE(/1/)   SALES CHARGE VALUE(/2/)
- ----------------------------------------------------------------------------
  <S>            <C>        <C>         <C>          <C>          <C>
  December 1987  $1,200.00    $ 15.00    $ 1,117.65    $ 55.88    $ 1,061.77
- ----------------------------------------------------------------------------
  December 1988   2,400.00      30.00      2,455.32     122.77      2,332.55
- ----------------------------------------------------------------------------
  December 1989   3,600.00      45.00      4,089.24     204.46      3,884.78
- ----------------------------------------------------------------------------
  December 1990   4,800.00      60.00      5,588.26     279.41      5,308.85
- ----------------------------------------------------------------------------
  December 1991   6,000.00      75.00      7,716.66     308.67      7,407.99
- ----------------------------------------------------------------------------
  December 1992   7,200.00      90.00      9,417.64     376.71      9,040.93
- ----------------------------------------------------------------------------
  December 1993   8,400.00     105.00     11,340.26     340.21     11,000.05
- ----------------------------------------------------------------------------
  December 1994   9,600.00     120.00     12,009.88     360.30     11,649.58
</TABLE>
 
                         TABLE 2 - ACCUMULATION PERIOD
 
            HYPOTHETICAL ACCUMULATION VALUES AT QUARTERLY INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1986
      (Assumes Single $100 Net Purchase Payment made at Contract Issuance)
 
<TABLE>
<CAPTION>
  VALUE AT END   ACCUMULATION VALUE AT END   ACCUMULATION VALUE AT END   ACCUMULATION
  OF MONTH        VALUE(/1/)  OF MONTH       VALUE(/1/)   OF MONTH       VALUE(/1/)
- -------------------------------------------------------------------------------------
  <S>            <C>          <C>            <C>          <C>            <C>
  March
   1987            $112.57    December 1989    $132.97    September 1992   $167.05
- -------------------------------------------------------------------------------------
  June 1987         115.51    March 1990        134.18    December 1992     171.86
- -------------------------------------------------------------------------------------
  September
   1987             120.87    June 1990         139.46    March 1993        176.90
- -------------------------------------------------------------------------------------
  December
   1987             104.36    September 1990    133.13    June 1993         177.95
- -------------------------------------------------------------------------------------
  March
   1988             111.30    December 1990     141.34    September 1993    183.93
- -------------------------------------------------------------------------------------
  June 1988         114.04    March 1991        148.25    December 1993     184.54
- -------------------------------------------------------------------------------------
  September
   1988             114.50    June 1991         148.45    March 1994        178.00
- -------------------------------------------------------------------------------------
  December
   1988             115.06    September 1991    153.35    June 1994         174.81
- -------------------------------------------------------------------------------------
  March
   1989             118.57    December 1991     162.47    September 1994    178.19
- -------------------------------------------------------------------------------------
  June 1989         127.85    March 1992        158.05    December 1994     176.48
- -------------------------------------------------------------------------------------
  September
   1989             134.65    June 1992         159.75
</TABLE>
 
(/1/) The Accumulation Value is net of all applicable fees and expenses of the
      Fund and under the Contract, except the deferred sales charges. See the
      narrative preceding these Tables.
(/2/) The Withdrawal Value is net of all applicable fees and expenses of the
      Fund and under the Contract, including deferred sales charges. See the
      narrative preceding these Tables.
 
54
<PAGE>
 
                        FIDELITY EQUITY-INCOME PORTFOLIO
                   HYPOTHETICAL PERIODIC ACCUMULATION VALUES
 
                         TABLE 1 - ACCUMULATION PERIOD
 
              HYPOTHETICAL ACCUMULATION VALUES AT ANNUAL INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 1, 1986
    (Assuming $100 Monthly Purchase Payments made during each Contract Year)
 
<TABLE>
<CAPTION>
                 CUMULATIVE CUMULATIVE
  VALUE AT END   PURCHASE   MAINTENANCE ACCUMULATION DEFERRED     WITHDRAWAL
  OF MONTH       PAYMENTS   FEES        VALUE(/1/)   SALES CHARGE VALUE(/2/)
- ----------------------------------------------------------------------------
  <S>            <C>        <C>         <C>          <C>          <C>
  December 1987  $1,200.00    $ 15.00    $ 1,040.65    $ 52.03    $   988.62
- ----------------------------------------------------------------------------
  December 1988   2,400.00      30.00      2,521.44     126.07      2,395.37
- ----------------------------------------------------------------------------
  December 1989   3,600.00      45.00      4,142.78     207.14      3,935.64
- ----------------------------------------------------------------------------
  December 1990   4,800.00      60.00      4,576.59     228.83      4,347.76
- ----------------------------------------------------------------------------
  December 1991   6,000.00      75.00      7,264.70     290.59      6,974.11
- ----------------------------------------------------------------------------
  December 1992   7,200.00      90.00      9,679.45     387.18      9,292.27
- ----------------------------------------------------------------------------
  December 1993   8,400.00     105.00     12,573.10     377.19     12,195.91
- ----------------------------------------------------------------------------
  December 1994   9,600.00     120.00     14,508.67     435.26     14,073.41
</TABLE>
 
                         TABLE 2 - ACCUMULATION PERIOD
 
            HYPOTHETICAL ACCUMULATION VALUES AT QUARTERLY INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1986
      (Assumes Single $100 Net Purchase Payment made at Contract Issuance)
 
<TABLE>
<CAPTION>
  VALUE AT END   ACCUMULATION VALUE AT END   ACCUMULATION VALUE AT END   ACCUMULATION
  OF MONTH       VALUE(/1/)   OF MONTH        VALUE(/1/)  OF MONTH       VALUE(/1/)
- -------------------------------------------------------------------------------------
  <S>            <C>          <C>            <C>          <C>            <C>
  March
   1987            $116.62    December 1989    $137.18    September 1992   $160.07
- -------------------------------------------------------------------------------------
  June 1987         116.44    March 1990        128.48    December 1992     171.94
- -------------------------------------------------------------------------------------
  September
   1987             121.21    June 1990         130.51    March 1993        185.89
- -------------------------------------------------------------------------------------
  December
   1987              97.65    September 1990    107.71    June 1993         190.09
- -------------------------------------------------------------------------------------
  March
   1988             107.54    December 1990     114.75    September 1993    198.67
- -------------------------------------------------------------------------------------
  June 1988         116.73    March 1991        131.50    December 1993     200.88
- -------------------------------------------------------------------------------------
  September
   1988             117.55    June 1991         133.25    March 1994        195.17
- -------------------------------------------------------------------------------------
  December
   1988             118.35    September 1991    142.34    June 1994         201.93
- -------------------------------------------------------------------------------------
  March
   1989             127.35    December 1991     148.95    September 1994    215.14
- -------------------------------------------------------------------------------------
  June 1989         135.87    March 1992        153.48    December 1994     212.40
- -------------------------------------------------------------------------------------
  September
   1989             144.01    June 1992         157.65
</TABLE>
 
(/1/) The Accumulation Value is net of all applicable fees and expenses of the
      Fund and under the Contract, except the deferred sales charges. See the
      narrative preceding these Tables.
(/2/) The Withdrawal Value is net of all applicable fees and expenses of the
      Fund and under the Contract, including deferred sales charges. See the
      narrative preceding these Tables.
 
                                                                              55
<PAGE>
 
                           FIDELITY GROWTH PORTFOLIO
                   HYPOTHETICAL PERIODIC ACCUMULATION VALUES
 
                         TABLE 1 - ACCUMULATION PERIOD
 
              HYPOTHETICAL ACCUMULATION VALUES AT ANNUAL INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1986
    (Assuming $100 Monthly Purchase Payments made during each Contract Year)
 
<TABLE>
<CAPTION>
                 CUMULATIVE CUMULATIVE
  VALUE AT END   PURCHASE   MAINTENANCE ACCUMULATION DEFERRED     WITHDRAWAL
  OF MONTH       PAYMENTS   FEES        VALUE(/1/)   SALES CHARGE VALUE(/2/)
- ----------------------------------------------------------------------------
  <S>            <C>        <C>         <C>          <C>          <C>
  December 1987  $1,200.00    $ 15.00    $ 1,065.37    $ 53.27    $ 1,012.10
- ----------------------------------------------------------------------------
  December 1988   2,400.00      30.00      2,446.43     122.32      2,324.11
- ----------------------------------------------------------------------------
  December 1989   3,600.00      45.00      4,507.61     225.38      4,282.23
- ----------------------------------------------------------------------------
  December 1990   4,800.00      60.00      5,043.76     252.19      4,791.57
- ----------------------------------------------------------------------------
  December 1991   6,000.00      75.00      8,680.96     347.24      8,333.72
- ----------------------------------------------------------------------------
  December 1992   7,200.00      90.00     10,665.16     426.61     10,238.55
- ----------------------------------------------------------------------------
  December 1993   8,400.00     105.00     13,862.39     415.87     13,446.52
- ----------------------------------------------------------------------------
  December 1994   9,600.00     120.00     14,896.53     446.90     14,449.63
</TABLE>
 
                         TABLE 2 - ACCUMULATION PERIOD
 
            HYPOTHETICAL ACCUMULATION VALUES AT QUARTERLY INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1986
      (Assumes Single $100 Net Purchase Payment made at Contract Issuance)
 
<TABLE>
<CAPTION>
  VALUE AT END   ACCUMULATION VALUE AT END   ACCUMULATION VALUE AT END   ACCUMULATION
  OF MONTH       VALUE(/1/)   OF MONTH       VALUE(/1/)   OF MONTH       VALUE(/1/)
- -------------------------------------------------------------------------------------
  <S>            <C>          <C>            <C>          <C>            <C>
  March
   1987            $117.68    December 1989    $151.80    September 1992   $180.29
- -------------------------------------------------------------------------------------
  June 1987         121.59    March 1990        145.68    December 1992     205.27
- -------------------------------------------------------------------------------------
  September
   1987             128.33    June 1990         156.68    March 1993        212.52
- -------------------------------------------------------------------------------------
  December
   1987             102.38    September 1990    123.70    June 1993         227.57
- -------------------------------------------------------------------------------------
  March
   1988             111.73    December 1990     132.33    September 1993    242.00
- -------------------------------------------------------------------------------------
  June 1988         117.41    March 1991        155.77    December 1993     241.96
- -------------------------------------------------------------------------------------
  September
   1988             116.84    June 1991         150.85    March 1994        233.61
- -------------------------------------------------------------------------------------
  December
   1988             116.87    September 1991    173.36    June 1994         217.27
- -------------------------------------------------------------------------------------
  March
   1989             125.98    December 1991     190.18    September 1994    233.94
- -------------------------------------------------------------------------------------
  June 1989         135.15    March 1992        192.77    December 1994     238.96
- -------------------------------------------------------------------------------------
  September
   1989             150.59    June 1992         175.96
</TABLE>
(/1/) The Accumulation Value is net of all applicable fees and expenses of the
      Fund and under the Contract, except the deferred sales charges. See the
      narrative preceding these Tables.
 
(/2/) The Withdrawal Value is net of all applicable fees and expenses of the
      Fund and under the Contract, including deferred sales charges. See the
      narrative preceding these Tables.
 
56
<PAGE>
 
                          FIDELITY OVERSEAS PORTFOLIO
                   HYPOTHETICAL PERIODIC ACCUMULATION VALUES
 
                         TABLE 1 - ACCUMULATION PERIOD
 
              HYPOTHETICAL ACCUMULATION VALUES AT ANNUAL INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1987
    (Assuming $100 Monthly Purchase Payments made during each Contract Year)
 
<TABLE>
<CAPTION>
                 CUMULATIVE CUMULATIVE
  VALUE AT END   PURCHASE   MAINTENANCE ACCUMULATION DEFERRED     WITHDRAWAL
  OF MONTH       PAYMENTS   FEES        VALUE(/1/)   SALES CHARGE VALUE(/2/)
- ----------------------------------------------------------------------------
  <S>            <C>        <C>         <C>          <C>          <C>
  December 1988  $1,200.00    $ 15.00    $ 1,250.57    $ 62.53    $ 1,188.04
- ----------------------------------------------------------------------------
  December 1989   2,400.00      30.00      2,934.75     146.74      2,788.01
- ----------------------------------------------------------------------------
  December 1990   3,600.00      45.00      3,986.30     199.32      3,786.98
- ----------------------------------------------------------------------------
  December 1991   4,800.00      60.00      5,485.58     274.28      5,211.30
- ----------------------------------------------------------------------------
  December 1992   6,000.00      75.00      5,908.49     236.34      5,672.15
- ----------------------------------------------------------------------------
  December 1993   7,200.00      90.00      9,387.78     375.51      9,012.27
- ----------------------------------------------------------------------------
  December 1994   8,400.00     105.00     10,580.18     317.41     10,262.77
</TABLE>
 
                         TABLE 2 - ACCUMULATION PERIOD
 
            HYPOTHETICAL ACCUMULATION VALUES AT QUARTERLY INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1987
      (Assumes Single $100 Net Purchase Payment made at Contract Issuance)
 
<TABLE>
<CAPTION>
  VALUE AT END   ACCUMULATION VALUE AT END   ACCUMULATION VALUE AT END   ACCUMULATION
  OF MONTH       VALUE(/1/)   OF MONTH       VALUE(/1/)   OF MONTH       VALUE(/1/)
- -------------------------------------------------------------------------------------
  <S>            <C>          <C>            <C>          <C>            <C>
  March
   1988            $103.32    September 1990   $123.39    March 1993       $136.03
- -------------------------------------------------------------------------------------
  June 1988         100.97    December 1990     129.35    June 1993         144.09
- -------------------------------------------------------------------------------------
  September
   1988             100.55    March 1991        130.66    September 1993    156.48
- -------------------------------------------------------------------------------------
  December
   1988             106.79    June 1991         126.13    December 1993     165.04
- -------------------------------------------------------------------------------------
  March
   1989             111.42    September 1991    137.78    March 1994        167.91
- -------------------------------------------------------------------------------------
  June 1989         109.71    December 1991     137.99    June 1994         168.99
- -------------------------------------------------------------------------------------
  September
   1989             126.12    March 1992        133.57    September 1994    170.38
- -------------------------------------------------------------------------------------
  December
   1989             133.19    June 1992         144.83    December 1994     165.82
- -------------------------------------------------------------------------------------
  March
   1990             132.79    September 1992    128.61
- -------------------------------------------------------------------------------------
  June 1990         144.96    December 1992     121.66
</TABLE>
 
(/1/) The Accumulation Value is net of all applicable fees and expenses of the
      Fund and under the Contract, except the deferred sales charges. See the
      narrative preceding these Tables.
(/2/) The Withdrawal Value is net of all applicable fees and expenses of the
      Fund and under the Contract, including deferred sales charges. See the
      narrative preceding these Tables.
 
                                                                              57
<PAGE>
 
                      FRANKLIN GOVERNMENT SECURITIES TRUST
                   HYPOTHETICAL PERIODIC ACCUMULATION VALUES
 
                         TABLE 1 - ACCUMULATION PERIOD
 
              HYPOTHETICAL ACCUMULATION VALUES AT ANNUAL INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1989
    (Assuming $100 Monthly Purchase Payments made during each Contract Year)
 
<TABLE>
<CAPTION>
                 CUMULATIVE CUMULATIVE
  VALUE AT END   PURCHASE   MAINTENANCE ACCUMULATION DEFERRED     WITHDRAWAL
  OF MONTH       PAYMENTS   FEES        VALUE(/1/)   SALES CHARGE VALUE(/2/)
- ----------------------------------------------------------------------------
  <S>            <C>        <C>         <C>          <C>          <C>
  December 1990  $1,200.00    $15.00     $1,264.04     $ 63.20    $1,200.84
- ----------------------------------------------------------------------------
  December 1991   2,400.00     30.00      2,739.38      136.97     2,602.41
- ----------------------------------------------------------------------------
  December 1992   3,600.00     45.00      4,138.74      206.94     3,931.80
- ----------------------------------------------------------------------------
  December 1993   4,800.00     60.00      5,610.59      280.53     5,330.06
- ----------------------------------------------------------------------------
  December 1994   6,000.00     75.00      6,503.39      260.14     6,243.25
</TABLE>
 
                         TABLE 2 - ACCUMULATION PERIOD
 
            HYPOTHETICAL ACCUMULATION VALUES AT QUARTERLY INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1989
      (Assumes Single $100 Net Purchase Payment made at Contract Issuance)
 
<TABLE>
<CAPTION>
  VALUE AT END   ACCUMULATION VALUE AT END   ACCUMULATION VALUE AT END   ACCUMULATION
  OF MONTH       VALUE(/1/)   OF MONTH       VALUE(/1/)   OF MONTH       VALUE(/1/)
- -------------------------------------------------------------------------------------
  <S>            <C>          <C>            <C>          <C>            <C>
  March
   1990            $ 99.93    December 1991    $124.93    September 1993   $140.60
- -------------------------------------------------------------------------------------
  June 1990         103.18    March 1992        123.11    December 1993     140.85
- -------------------------------------------------------------------------------------
  September
   1990             104.50    June 1992         128.13    March 1994        135.19
- -------------------------------------------------------------------------------------
  December
   1990             109.10    September 1992    132.33    June 1994         133.20
- -------------------------------------------------------------------------------------
  March
   1991             111.86    December 1992     132.46    September 1994    133.45
- -------------------------------------------------------------------------------------
  June 1991         113.83    March 1993        136.50    December 1994     133.92
- -------------------------------------------------------------------------------------
  September
   1991             119.43    June 1993         139.47
</TABLE>
 
(/1/) The Accumulation Value is net of all applicable fees and expenses of the
      Fund and under the Contract, except the deferred sales charges. See the
      narrative preceding these Tables.
(/2/) The Withdrawal Value is net of all applicable fees and expenses of the
      Fund and under the Contract, including deferred sales charges. See the
      narrative preceding these Tables.
 
58
<PAGE>
 
                    JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
                   HYPOTHETICAL PERIODIC ACCUMULATION VALUES
 
                         TABLE 1 - ACCUMULATION PERIOD
 
              HYPOTHETICAL ACCUMULATION VALUES AT ANNUAL INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1993
    (Assuming $100 Monthly Purchase Payments made during each Contract Year)
 
<TABLE>
<CAPTION>
                 CUMULATIVE CUMULATIVE
  VALUE AT END   PURCHASE   MAINTENANCE ACCUMULATION DEFERRED     WITHDRAWAL
  OF MONTH       PAYMENTS   FEES        VALUE(/1/)   SALES CHARGE VALUE(/2/)
- ----------------------------------------------------------------------------
  <S>            <C>        <C>         <C>          <C>          <C>
  December 1994  $1,200.00    $15.00     $1,351.33      $67.57    $1,283.76
</TABLE>
 
                         TABLE 2 - ACCUMULATION PERIOD
 
            HYPOTHETICAL ACCUMULATION VALUES AT QUARTERLY INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1993
      (Assumes Single $100 Net Purchase Payment made at Contract Issuance)
 
<TABLE>
<CAPTION>
  VALUE AT END         ACCUMULATION             VALUE AT END               ACCUMULATION
  OF MONTH             VALUE(/1/)               OF MONTH                   VALUE(/1/)
- ---------------------------------------------------------------------------------------
  <S>                  <C>                      <C>                        <C>
  March 1994              $95.38                September 1994               $109.21
- ---------------------------------------------------------------------------------------
  June 1994                93.78                December 1994                 114.91
</TABLE>
 
                         JANUS ASPEN BALANCED PORTFOLIO
                   HYPOTHETICAL PERIODIC ACCUMULATION VALUES
 
                         TABLE 1 - ACCUMULATION PERIOD
 
              HYPOTHETICAL ACCUMULATION VALUES AT ANNUAL INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1993
    (Assuming $100 Monthly Purchase Payments made during each Contract Year)
 
<TABLE>
<CAPTION>
                 CUMULATIVE CUMULATIVE
  VALUE AT END   PURCHASE   MAINTENANCE ACCUMULATION DEFERRED     WITHDRAWAL
  OF MONTH       PAYMENTS   FEES        VALUE(/1/)   SALES CHARGE VALUE(/2/)
- ----------------------------------------------------------------------------
  <S>            <C>        <C>         <C>          <C>          <C>
  December 1994  $1,200.00    $15.00     $1,160.86      $58.04    $1,102.82
</TABLE>
 
                         TABLE 2 - ACCUMULATION PERIOD
 
            HYPOTHETICAL ACCUMULATION VALUES AT QUARTERLY INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1993
      (Assumes Single $100 Net Purchase Payment made at Contract Issuance)
 
<TABLE>
<CAPTION>
  VALUE AT END         ACCUMULATION             VALUE AT END               ACCUMULATION
  OF MONTH             VALUE(/1/)               OF MONTH                   VALUE(/1/)
- ---------------------------------------------------------------------------------------
  <S>                  <C>                      <C>                        <C>
  March 1994             $101.75                September 1994               $100.92
- ---------------------------------------------------------------------------------------
  June 1994               100.50                December 1994                  99.58
</TABLE>
 
(/1/) The Accumulation Value is net of all applicable fees and expenses of the
      Fund and under the Contract, except the deferred sales charges. See the
      narrative preceding these Tables.
(/2/) The Withdrawal Value is net of all applicable fees and expenses of the
      Fund and under the Contract, including deferred sales charges. See the
      narrative preceding these Tables.
 
                                                                              59
<PAGE>
 
                     JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
                   HYPOTHETICAL PERIODIC ACCUMULATION VALUES
 
                         TABLE 1 - ACCUMULATION PERIOD
 
              HYPOTHETICAL ACCUMULATION VALUES AT ANNUAL INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1993
    (Assuming $100 Monthly Purchase Payments made during each Contract Year)
 
<TABLE>
<CAPTION>
                 CUMULATIVE CUMULATIVE
  VALUE AT END   PURCHASE   MAINTENANCE ACCUMULATION DEFERRED     WITHDRAWAL
  OF MONTH       PAYMENTS   FEES        VALUE(/1/)   SALES CHARGE VALUE(/2/)
- ----------------------------------------------------------------------------
  <S>            <C>        <C>         <C>          <C>          <C>
  December 1994  $1,200.00    $15.00     $1,166.25      $58.31    $1,107.94
</TABLE>
 
                         TABLE 2 - ACCUMULATION PERIOD
 
            HYPOTHETICAL ACCUMULATION VALUES AT QUARTERLY INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1993
      (Assumes Single $100 Net Purchase Payment made at Contract Issuance)
 
<TABLE>
<CAPTION>
  VALUE AT END         ACCUMULATION             VALUE AT END               ACCUMULATION
  OF MONTH             VALUE(/1/)               OF MONTH                   VALUE(/1/)
- ---------------------------------------------------------------------------------------
  <S>                  <C>                      <C>                        <C>
  March 1994              $99.40                September 1994                $98.99
- ---------------------------------------------------------------------------------------
  June 1994                98.60                December 1994                  97.88
</TABLE>
 
                          JANUS ASPEN GROWTH PORTFOLIO
                   HYPOTHETICAL PERIODIC ACCUMULATION VALUES
 
                         TABLE 1 - ACCUMULATION PERIOD
 
              HYPOTHETICAL ACCUMULATION VALUES AT ANNUAL INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1993
    (Assuming $100 Monthly Purchase Payments made during each Contract Year)
 
<TABLE>
<CAPTION>
                 CUMULATIVE CUMULATIVE
  VALUE AT END   PURCHASE   MAINTENANCE ACCUMULATION DEFERRED     WITHDRAWAL
  OF MONTH       PAYMENTS   FEES        VALUE(/1/)   SALES CHARGE VALUE(/2/)
- ----------------------------------------------------------------------------
  <S>            <C>        <C>         <C>          <C>          <C>
  December 1994  $1,200.00    $15.00     $1,181.15      $59.06    $1,122.09
</TABLE>
 
                         TABLE 2 - ACCUMULATION PERIOD
 
            HYPOTHETICAL ACCUMULATION VALUES AT QUARTERLY INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1993
      (Assumes Single $100 Net Purchase Payment made at Contract Issuance)
 
<TABLE>
<CAPTION>
  VALUE AT END         ACCUMULATION             VALUE AT END               ACCUMULATION
  OF MONTH             VALUE(/1/)               OF MONTH                   VALUE(/1/)
- ---------------------------------------------------------------------------------------
  <S>                  <C>                      <C>                        <C>
  March 1994             $100.85                September 1994               $101.74
- ---------------------------------------------------------------------------------------
  June 1994                99.05                December 1994                 101.62
</TABLE>
 
(/1/) The Accumulation Value is net of all applicable fees and expenses of the
      Fund and under the Contract, except the deferred sales charges. See the
      narrative preceding these Tables.
(/2/) The Withdrawal Value is net of all applicable fees and expenses of the
      Fund and under the Contract, including deferred sales charges. See the
      narrative preceding these Tables.
 
60
<PAGE>
 
                     JANUS ASPEN SHORT-TERM BOND PORTFOLIO
                   HYPOTHETICAL PERIODIC ACCUMULATION VALUES
 
                         TABLE 1 - ACCUMULATION PERIOD
 
              HYPOTHETICAL ACCUMULATION VALUES AT ANNUAL INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1993
    (Assuming $100 Monthly Purchase Payments made during each Contract Year)
 
<TABLE>
<CAPTION>
                 CUMULATIVE CUMULATIVE
  VALUE AT END   PURCHASE   MAINTENANCE ACCUMULATION DEFERRED     WITHDRAWAL
  OF MONTH       PAYMENTS   FEES        VALUE(/1/)   SALES CHARGE VALUE(/2/)
- ----------------------------------------------------------------------------
  <S>            <C>        <C>         <C>          <C>          <C>
  December 1994  $1,200.00    $15.00     $1,188.58      $59.43    $1,129.15
</TABLE>
 
                         TABLE 2 - ACCUMULATION PERIOD
 
            HYPOTHETICAL ACCUMULATION VALUES AT QUARTERLY INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1993
      (Assumes Single $100 Net Purchase Payment made at Contract Issuance)
 
<TABLE>
<CAPTION>
  VALUE AT END         ACCUMULATION             VALUE AT END               ACCUMULATION
  OF MONTH             VALUE(/1/)               OF MONTH                   VALUE(/1/)
- ---------------------------------------------------------------------------------------
  <S>                  <C>                      <C>                        <C>
  March 1994              $99.19                September 1994                $99.39
- ---------------------------------------------------------------------------------------
  June 1994                98.49                December 1994                  99.67
</TABLE>
 
                     JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
                   HYPOTHETICAL PERIODIC ACCUMULATION VALUES
 
                         TABLE 1 - ACCUMULATION PERIOD
 
              HYPOTHETICAL ACCUMULATION VALUES AT ANNUAL INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1993
    (Assuming $100 Monthly Purchase Payments made during each Contract Year)
 
<TABLE>
<CAPTION>
                 CUMULATIVE CUMULATIVE
  VALUE AT END   PURCHASE   MAINTENANCE ACCUMULATION DEFERRED     WITHDRAWAL
  OF MONTH       PAYMENTS   FEES        VALUE(/1/)   SALES CHARGE VALUE(/2/)
- ----------------------------------------------------------------------------
  <S>            <C>        <C>         <C>          <C>          <C>
  December 1994  $1,200.00    $15.00     $1,171.66      $58.58    $1,113.08
</TABLE>
 
                         TABLE 2 - ACCUMULATION PERIOD
 
            HYPOTHETICAL ACCUMULATION VALUES AT QUARTERLY INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1993
      (Assumes Single $100 Net Purchase Payment made at Contract Issuance)
 
<TABLE>
<CAPTION>
  VALUE AT END         ACCUMULATION             VALUE AT END               ACCUMULATION
  OF MONTH             VALUE(/1/)               OF MONTH                   VALUE(/1/)
- ---------------------------------------------------------------------------------------
  <S>                  <C>                      <C>                        <C>
  March 1994              $99.69                September 1994               $101.58
- ---------------------------------------------------------------------------------------
  June 1994                97.48                December 1994                 100.26
</TABLE>
 
(/1/) The Accumulation Value is net of all applicable fees and expenses of the
      Fund and under the Contract, except the deferred sales charges. See the
      narrative preceding these Tables.
(/2/) The Withdrawal Value is net of all applicable fees and expenses of the
      Fund and under the Contract, including deferred sales charges. See the
      narrative preceding these Tables.
 
                                                                              61
<PAGE>
 
                       LEXINGTON NATURAL RESOURCES TRUST
                   HYPOTHETICAL PERIODIC ACCUMULATION VALUES
 
                         TABLE 1 - ACCUMULATION PERIOD
 
              HYPOTHETICAL ACCUMULATION VALUES AT ANNUAL INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1989
    (Assuming $100 Monthly Purchase Payments made during each Contract Year)
 
<TABLE>
<CAPTION>
                 CUMULATIVE CUMULATIVE
  VALUE AT END   PURCHASE   MAINTENANCE ACCUMULATION DEFERRED     WITHDRAWAL
  OF MONTH       PAYMENTS   FEES        VALUE(/1/)   SALES CHARGE VALUE(/2/)
- ----------------------------------------------------------------------------
  <S>            <C>        <C>         <C>          <C>          <C>
  December 1990  $1,200.00    $15.00     $1,084.80     $ 54.24    $1,030.56
- ----------------------------------------------------------------------------
  December 1991   2,400.00     30.00      2,211.79      110.59     2,101.20
- ----------------------------------------------------------------------------
  December 1992   3,600.00     45.00      5,429.96      271.50     5,158.46
- ----------------------------------------------------------------------------
  December 1993   4,800.00     60.00      7,194.78      359.74     6,835.04
- ----------------------------------------------------------------------------
  December 1994   6,000.00     75.00      7,838.24      313.53     7,524.71
</TABLE>
 
                         TABLE 2 - ACCUMULATION PERIOD
 
            HYPOTHETICAL ACCUMULATION VALUES AT QUARTERLY INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1989
      (Assumes Single $100 Net Purchase Payment made at Contract Issuance)
 
<TABLE>
<CAPTION>
  VALUE AT END   ACCUMULATION VALUE AT END   ACCUMULATION VALUE AT END   ACCUMULATION
  OF MONTH       VALUE(/1/)   OF MONTH       VALUE(/1/)   OF MONTH       VALUE(/1/)
- -------------------------------------------------------------------------------------
  <S>            <C>          <C>            <C>          <C>            <C>
  March
   1990             $94.55    December 1991    $ 78.82    September 1993   $150.57
- -------------------------------------------------------------------------------------
  June 1990          85.87    March 1992         78.05    December 1993     144.38
- -------------------------------------------------------------------------------------
  September
   1990              94.91    June 1992          77.73    March 1994        140.65
- -------------------------------------------------------------------------------------
  December
   1990              83.98    September 1992    129.97    June 1994         137.08
- -------------------------------------------------------------------------------------
  March
   1991              77.84    December 1992     130.51    September 1994    145.53
- -------------------------------------------------------------------------------------
  June 1991          81.45    March 1993        144.40    December 1994     134.79
- -------------------------------------------------------------------------------------
  September
   1991              76.72    June 1993         148.57
</TABLE>
 
(/1/) The Accumulation Value is net of all applicable fees and expenses of the
      Fund and under the Contract, except the deferred sales charges. See the
      narrative preceding these Tables.
(/2/) The Withdrawal Value is net of all applicable fees and expenses of the
      Fund and under the Contract, including deferred sales charges. See the
      narrative preceding these Tables.
 
62
<PAGE>
 
                      NEUBERGER & BERMAN GROWTH PORTFOLIO
                   HYPOTHETICAL PERIODIC ACCUMULATION VALUES
 
                         TABLE 1 - ACCUMULATION PERIOD
 
              HYPOTHETICAL ACCUMULATION VALUES AT ANNUAL INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1985
    (Assuming $100 Monthly Purchase Payments made during each Contract Year)
 
<TABLE>
<CAPTION>
                 CUMULATIVE CUMULATIVE
  VALUE AT END   PURCHASE   MAINTENANCE ACCUMULATION DEFERRED     WITHDRAWAL
  OF MONTH       PAYMENTS   FEES        VALUE(/1/)   SALES CHARGE VALUE(/2/)
- ----------------------------------------------------------------------------
  <S>            <C>        <C>         <C>          <C>          <C>
  December 1986  $ 1,200.00   $ 15.00    $ 1,187.44    $ 59.37    $ 1,128.07
- ----------------------------------------------------------------------------
  December 1987    2,400.00     30.00      2,098.86     104.94      1,993.92
- ----------------------------------------------------------------------------
  December 1988    3,600.00     45.00      3,904.48     195.22      3,709.26
- ----------------------------------------------------------------------------
  December 1989    4,800.00     60.00      6,360.20     318.01      6,042.19
- ----------------------------------------------------------------------------
  December 1990    6,000.00     75.00      6,924.67     276.99      6,647.68
- ----------------------------------------------------------------------------
  December 1991    7,200.00     90.00     10,198.75     407.95      9,790.80
- ----------------------------------------------------------------------------
  December 1992    8,400.00    105.00     12,311.57     369.35     11,942.22
- ----------------------------------------------------------------------------
  December 1993    9,600.00    120.00     14,562.51     436.88     14,125.63
- ----------------------------------------------------------------------------
  December 1994   10,800.00    135.00     14,822.75     296.46     14,526.29
</TABLE>
 
                         TABLE 2 - ACCUMULATION PERIOD
 
            HYPOTHETICAL ACCUMULATION VALUES AT QUARTERLY INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1985
      (Assumes Single $100 Net Purchase Payment made at Contract Issuance)
 
<TABLE>
<CAPTION>
  VALUE AT END   ACCUMULATION VALUE AT END   ACCUMULATION VALUE AT END   ACCUMULATION
  OF MONTH       VALUE(/1/)   OF MONTH       VALUE(/1/)   OF MONTH       VALUE(/1/)
- -------------------------------------------------------------------------------------
  <S>            <C>          <C>            <C>          <C>            <C>
  March
   1986            $117.52    March 1989       $144.66    March 1992       $196.43
- -------------------------------------------------------------------------------------
  June 1986         120.84    June 1989         159.49    June 1992         192.09
- -------------------------------------------------------------------------------------
  September
   1986             109.37    September 1989    178.13    September 1992    198.75
- -------------------------------------------------------------------------------------
  December
   1986             113.51    December 1989     171.94    December 1992     215.87
- -------------------------------------------------------------------------------------
  March
   1987             135.03    March 1990        163.27    March 1993        216.00
- -------------------------------------------------------------------------------------
  June 1987         138.75    June 1990         173.51    June 1993         221.41
- -------------------------------------------------------------------------------------
  September
   1987             143.88    September 1990    145.25    September 1993    236.27
- -------------------------------------------------------------------------------------
  December
   1987             106.60    December 1990     155.92    December 1993     233.43
- -------------------------------------------------------------------------------------
  March
   1988             120.81    March 1991        178.87    March 1994        223.60
- -------------------------------------------------------------------------------------
  June 1988         126.61    June 1991         176.05    June 1994         208.97
- -------------------------------------------------------------------------------------
  September
   1988             127.35    September 1991    185.94    September 1994    223.14
- -------------------------------------------------------------------------------------
  December
   1988             132.61    December 1991     199.68    December 1994     219.10
</TABLE>
 
(/1/) The Accumulation Value is net of all applicable fees and expenses of the
      Fund and under the Contract, except the deferred sales charges. See the
      narrative preceding these Tables.
(/2/) The Withdrawal Value is net of all applicable fees and expenses of the
      Fund and under the Contract, including deferred sales charges. See the
      narrative preceding these Tables.
 
                                                                              63
<PAGE>
 
                        SCUDDER INTERNATIONAL PORTFOLIO
                   HYPOTHETICAL PERIODIC ACCUMULATION VALUES
 
                         TABLE 1 - ACCUMULATION PERIOD
 
              HYPOTHETICAL ACCUMULATION VALUES AT ANNUAL INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1987
    (Assuming $100 Monthly Purchase Payments made during each Contract Year)
 
<TABLE>
<CAPTION>
                 CUMULATIVE CUMULATIVE
  VALUE AT END   PURCHASE   MAINTENANCE ACCUMULATION DEFERRED     WITHDRAWAL
  OF MONTH       PAYMENTS   FEES        VALUE(/1/)   SALES CHARGE VALUE(/2/)
- ----------------------------------------------------------------------------
  <S>            <C>        <C>         <C>          <C>          <C>
  December 1988  $1,200.00    $ 15.00    $ 1,277.70    $ 63.89    $ 1,213.81
- ----------------------------------------------------------------------------
  December 1989   2,400.00      30.00      3,144.47     157.22      2,987.25
- ----------------------------------------------------------------------------
  December 1990   3,600.00      45.00      3,958.19     197.91      3,760.28
- ----------------------------------------------------------------------------
  December 1991   4,800.00      60.00      5,582.27     279.11      5,303.16
- ----------------------------------------------------------------------------
  December 1992   6,000.00      75.00      6,501.65     260.07      6,241.58
- ----------------------------------------------------------------------------
  December 1993   7,200.00      90.00     10,208.60     408.34      9,800.26
- ----------------------------------------------------------------------------
  December 1994   8,400.00     105.00     11,137.63     334.13     10,803.50
</TABLE>
 
                         TABLE 2 - ACCUMULATION PERIOD
 
            HYPOTHETICAL ACCUMULATION VALUES AT QUARTERLY INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1987
      (Assumes Single $100 Net Purchase Payment made at Contract Issuance)
 
<TABLE>
<CAPTION>
  VALUE AT END   ACCUMULATION VALUE AT END   ACCUMULATION VALUE AT END   ACCUMULATION
  OF MONTH       VALUE(/1/)   OF MONTH       VALUE(/1/)   OF MONTH       VALUE(/1/)
- -------------------------------------------------------------------------------------
  <S>            <C>          <C>            <C>          <C>            <C>
  March
   1988            $108.22    September 1990   $137.61    March 1993       $164.56
- -------------------------------------------------------------------------------------
  June 1988         110.15    December 1990     143.07    June 1993         171.18
- -------------------------------------------------------------------------------------
  September
   1988             104.91    March 1991        154.45    September 1993    189.68
- -------------------------------------------------------------------------------------
  December
   1988             115.28    June 1991         148.17    December 1993     204.23
- -------------------------------------------------------------------------------------
  March
   1989             125.78    September 1991    156.84    March 1994        202.46
- -------------------------------------------------------------------------------------
  June 1989         130.06    December 1991     157.46    June 1994         204.44
- -------------------------------------------------------------------------------------
  September
   1989             147.69    March 1992        150.63    September 1994    208.68
- -------------------------------------------------------------------------------------
  December
   1989             156.87    June 1992         159.33    December 1994     199.98
- -------------------------------------------------------------------------------------
  March
   1990             158.34    September 1992    156.39
- -------------------------------------------------------------------------------------
  June 1990         166.92    December 1992     150.97
</TABLE>
 
(/1/) The Accumulation Value is net of all applicable fees and expenses of the
      Fund and under the Contract, except the deferred sales charges. See the
      narrative preceding these Tables.
(/2/) The Withdrawal Value is net of all applicable fees and expenses of the
      Fund and under the Contract, including deferred sales charges. See the
      narrative preceding these Tables.
 
64
<PAGE>
 
                                   TCI GROWTH
                   HYPOTHETICAL PERIODIC ACCUMULATION VALUES
 
                         TABLE 1 - ACCUMULATION PERIOD
 
              HYPOTHETICAL ACCUMULATION VALUES AT ANNUAL INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1987
    (Assuming $100 Monthly Purchase Payments made during each Contract Year)
 
<TABLE>
<CAPTION>
                 CUMULATIVE CUMULATIVE
  VALUE AT END   PURCHASE   MAINTENANCE ACCUMULATION DEFERRED     WITHDRAWAL
  OF MONTH       PAYMENTS   FEES        VALUE(/1/)   SALES CHARGE VALUE(/2/)
- ----------------------------------------------------------------------------
  <S>            <C>        <C>         <C>          <C>          <C>
  December 1988  $1,200.00    $ 15.00    $ 1,206.10    $ 60.31    $ 1,145.79
- ----------------------------------------------------------------------------
  December 1989   2,400.00      30.00      2,825.91     141.30      2,684.61
- ----------------------------------------------------------------------------
  December 1990   3,600.00      45.00      3,929.58     196.48      3,733.10
- ----------------------------------------------------------------------------
  December 1991   4,800.00      60.00      6,903.95     345.20      6,558.75
- ----------------------------------------------------------------------------
  December 1992   6,000.00      75.00      7,973.94     318.96      7,654.98
- ----------------------------------------------------------------------------
  December 1993   7,200.00      90.00     10,267.19     410.69      9,856.50
- ----------------------------------------------------------------------------
  December 1994   8,400.00     105.00     11,199.78     335.99     10,863.79
</TABLE>
 
 
                         TABLE 2 - ACCUMULATION PERIOD
 
            HYPOTHETICAL ACCUMULATION VALUES AT QUARTERLY INTERVALS
                FOLLOWING CONTRACT ISSUANCE ON DECEMBER 31, 1987
      (Assumes Single $100 Net Purchase Payment made at Contract Issuance)
 
<TABLE>
<CAPTION>
  VALUE AT END   ACCUMULATION VALUE AT END   ACCUMULATION VALUE AT END   ACCUMULATION
  OF MONTH       VALUE(/1/)   OF MONTH       VALUE(/1/)   OF MONTH       VALUE(/1/)
- -------------------------------------------------------------------------------------
  <S>            <C>          <C>            <C>          <C>            <C>
  March
   1988             $91.40    September 1990   $113.00    March 1993       $166.85
- -------------------------------------------------------------------------------------
  June 1988         100.13    December 1990     119.63    June 1993         175.10
- -------------------------------------------------------------------------------------
  September
   1988              94.39    March 1991        145.88    September 1993    184.11
- -------------------------------------------------------------------------------------
  December
   1988              96.51    June 1991         136.27    December 1993     184.72
- -------------------------------------------------------------------------------------
  March
   1989             104.63    September 1991    151.98    March 1994        180.04
- -------------------------------------------------------------------------------------
  June 1989         110.48    December 1991     167.60    June 1994         170.61
- -------------------------------------------------------------------------------------
  September
   1989             124.71    March 1992        159.19    September 1994    178.52
- -------------------------------------------------------------------------------------
  December
   1989             122.65    June 1992         148.65    December 1994     180.31
- -------------------------------------------------------------------------------------
  March
   1990             123.51    September 1992    152.80
- -------------------------------------------------------------------------------------
  June 1990         134.26    December 1992     163.65
</TABLE>
 
(/1/) The Accumulation Value is net of all applicable fees and expenses of the
      Fund and under the Contract, except the deferred sales charges. See the
      narrative preceding these Tables.
(/2/) The Withdrawal Value is net of all applicable fees and expenses of the
      Fund and under the Contract, including deferred sales charges. See the
      narrative preceding these Tables.
 
                                                                              65
<PAGE>
 
         For Master Applications Only
 
I hereby acknowledge receipt of:
(1) an Account C group prospectus dated May 1, 1995 for AetnaPlus Retirement
Plus: Group Variable Annuity Contracts for Tax-Deferred Annuity (Section
403(b)) Retirement Plan Contracts issued by Aetna Life Insurance and Annuity
Company;
(2) all current prospectuses pertain to all of the investment options under
the contracts.
[_] Please send an Account C Statement of Additional Information.


- -------------------------------------------------------------------------------
                          CONTRACT HOLDER'S SIGNATURE

- -------------------------------------------------------------------------------
                                     DATE
 
                                                                 75986-1 (5/95)
<PAGE>
 
 
Aetna Life Insurance and Annuity Company
151 Farmington Avenue
Hartford, Connecticut 06156
Telephone: 1-800-525-4225





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