VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO
485BPOS, 1996-04-17
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<PAGE>

As filed with the Securities and Exchange              Registration No. 33-81216
Commission on April 17, 1996                           Registration No. 811-2513

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM N-4

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                        POST-EFFECTIVE AMENDMENT NO. 3 TO
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                and Amendment To

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

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     Variable Annuity Account C of Aetna Life Insurance and Annuity Company
                           (EXACT NAME OF REGISTRANT)

                    Aetna Life Insurance and Annuity Company
                               (NAME OF DEPOSITOR)

            151 Farmington Avenue, RE4C, Hartford, Connecticut 06156
         (ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

       Depositor's Telephone Number, including Area Code:  (860) 273-7834

                            Susan E. Bryant, Counsel
                    Aetna Life Insurance and Annuity Company
            151 Farmington Avenue, RE4C, Hartford, Connecticut  06156
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

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It is proposed that this filing will become effective (CHECK APPROPRIATE SPACE):


     -----     immediately upon filing pursuant to paragraph (b) of Rule 485
       X       on May 1, 1996 pursuant to paragraph (b) of Rule 485
     -----

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
registered an indefinite number of securities under the Securities Act of 1933.
Registrant filed a Rule 24f-2 Notice for the fiscal year ended December 31, 1995
on February 29, 1996.

<PAGE>

                           VARIABLE ANNUITY ACCOUNT C
                              CROSS REFERENCE SHEET


<TABLE>
<CAPTION>

FORM N-4
ITEM NO.               PART A (PROSPECTUS)                        LOCATION
- --------               -------------------                        --------
<S>       <C>                                               <C>
    1     Cover Page . . . . . . . . . . . . . . . . .      Cover Page

    2     Definitions. . . . . . . . . . . . . . . . .      Definitions

    3     Synopsis or Highlights . . . . . . . . . . .      Prospectus Summary; Fee Table

    4     Condensed Financial Information. . . . . . .      Condensed Financial Information

    5     General Description of Registrant, Depositor,
          and Portfolio Companies. . . . . . . . . . .      The Company; Variable Annuity
                                                            Account C; The Funds

    6     Deductions and Expenses. . . . . . . . . . .      Charges and Deductions; Distribution

    7     General Description of Variable Annuity
          Contracts. . . . . . . . . . . . . . . . . .      Purchase; Miscellaneous

    8     Annuity Period . . . . . . . . . . . . . . .      Annuity Period

    9     Death Benefit. . . . . . . . . . . . . . . .      Death Benefit During
                                                            Accumulation Period; Death
                                                            Benefit Payable During the
                                                            Annuity Period

   10     Purchases and Contract Value . . . . . . . .      Purchase; Contract Valuation

   11     Redemptions. . . . . . . . . . . . . . . . .      Right to Cancel; Withdrawals

   12     Taxes. . . . . . . . . . . . . . . . . . . .      Tax Status

   13     Legal Proceedings. . . . . . . . . . . . . .      Miscellaneous - Legal Matters
                                                            and Proceedings

   14     Table of Contents of the Statement of
          Additional Information . . . . . . . . . . .      Contents of the Statement of
                                                            Additional Information

<PAGE>


<CAPTION>

FORM N-4
ITEM NO.   PART B (STATEMENT OF ADDITIONAL INFORMATION)           LOCATION
- --------   --------------------------------------------           --------
<S>       <C>                                               <C>
   15     Cover Page . . . . . . . . . . . . . . . . .      Cover page

   16     Table of Contents. . . . . . . . . . . . . .      Table of Contents

   17     General Information and History. . . . . . .      General Information and History

   18     Services . . . . . . . . . . . . . . . . . .      General Information and
                                                            History; Independent Auditors

   19     Purchase of Securities Being Offered . . . .      Offering and Purchase of
                                                            Contracts

   20     Underwriters . . . . . . . . . . . . . . . .      Offering and Purchase of
                                                            Contracts

   21     Calculation of Performance Data. . . . . . .      Performance Data; Average
                                                            Annual Total Return Quotations

   22     Annuity Payments . . . . . . . . . . . . . .      Annuity Payments

   23     Financial Statements . . . . . . . . . . . .      Financial Statements

</TABLE>


                           PART C (OTHER INFORMATION)

Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C to this Registration Statement.
<PAGE>
                                   PROSPECTUS
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This  Prospectus  describes  group flexible  premium  deferred  variable annuity
contracts ("Contracts") issued by Aetna Life Insurance and Annuity Company  (the
"Company").  The Contracts are designed to fund the State University of New York
("SUNY") Defined Contribution Retirement  Plan (the "SUNY  Plan") and to  accept
transfers  of amounts made  to the predecessor program  which is qualified under
Section 403(b) of the  Code. Two Contracts will  be issued: one for  transferred
assets   from  the  predecessor  Section   403(b)  optional  retirement  program
("Rollover Contract"), and one for ongoing contributions and transferred  assets
from  the SUNY Plan,  a plan qualified  under Sections 401(a)  and 414(h) of the
Code ("Modal Contract").
    
 
The Contracts provide that contributions may be allocated to one or more of  the
Credited  Interest Options  or to  one or  more of  the Subaccounts  of Variable
Annuity Account C,  a separate account  of the Company.  The Subaccounts  invest
directly in shares of the following Funds:
 
   
 - Aetna Variable Fund                  - Franklin Government Securities
 - Aetna Income Shares                  Trust
 - Aetna Variable Encore Fund           - Janus Aspen Aggressive Growth
 - Aetna Investment Advisers Fund,      Portfolio
 Inc.                                   - Janus Aspen Growth Portfolio
 - Alger American Growth Portfolio      - Janus Aspen Short-Term Bond
 - Alger American Small Cap Portfolio   Portfolio
 - Calvert Responsibly Invested         - Janus Aspen Worldwide Growth
 Balanced Portfolio                     Portfolio
 - Fidelity VIP II Asset Manager        - Lexington Emerging Markets Fund,
 Portfolio                              Inc.
 - Fidelity VIP II Contrafund           - Lexington Natural Resources Trust
 Portfolio                              - Neuberger & Berman Growth Portfolio
 - Fidelity VIP II Index 500 Portfolio  - Scudder International Portfolio
 - Fidelity VIP Equity-Income           Class A Shares
 Portfolio                              - TCI Growth (a Twentieth Century
                                        fund)
 
The  Credited Interest  Options currently available  under the  Contract are the
Guaranteed  Accumulation  Account  and  the   Fixed  Plus  Account.  Except   as
specifically  mentioned, this Prospectus describes  only investments through the
Separate Account. A brief description of  each of the Credited Interest  Options
is contained in Appendices to this Prospectus. Additional information concerning
the Guaranteed Accumulation Account is contained in a separate prospectus.
    
 
The  availability of the Funds  and the Credited Interest  Options is subject to
applicable regulatory authorization. Not all Funds or Credited Interest  Options
may  be  available  under all  Contracts.  Please  check with  your  employer to
determine option availability. (See "Investment Options.")
 
This Prospectus provides investors  with the information  that they should  know
about the Separate Account before investing in the Contract through the Separate
Account.  Additional information  about the Separate  Account is  contained in a
Statement of  Additional  Information ("SAI")  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  on page 14 of this Prospectus. An  SAI
may be obtained at no charge by indicating the request on the enrollment form or
on the prospectus receipt contained in this Prospectus, or by calling the number
listed under the "Inquiries" section of the Prospectus Summary.
 
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.
 
  THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION ARE DATED MAY 1,
                                     1996.
<PAGE>
                               TABLE OF CONTENTS
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- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                             <C>
DEFINITIONS...................................................  DEFINITIONS - 1
PROSPECTUS SUMMARY............................................      SUMMARY - 1
FEE TABLE.....................................................    FEE TABLE - 1
CONDENSED FINANCIAL INFORMATION...............................  AUV HISTORY - 1
THE COMPANY...................................................                1
VARIABLE ANNUITY ACCOUNT C....................................                1
INVESTMENT OPTIONS............................................                1
    The Funds.................................................                1
    Credited Interest Options.................................                3
PURCHASE......................................................                4
    Contract Availability.....................................                4
    Contract Purchase.........................................                4
    Purchase Payments.........................................                4
    Rights Under the Contract.................................                4
    Right to Cancel...........................................                4
CHARGES AND DEDUCTIONS........................................                5
    Daily Deductions from the Separate Account................                5
    Fund Expenses.............................................                5
    Premium and Other Taxes...................................                5
CONTRACT VALUATION............................................                5
    Account Value.............................................                5
    Accumulation Units........................................                5
    Net Investment Factor.....................................                6
TRANSFERS.....................................................                6
WITHDRAWALS...................................................                6
    Reinvestment Privilege....................................                7
DEATH BENEFIT DURING ACCUMULATION PERIOD......................                7
ANNUITY PERIOD................................................                7
    Annuity Period Elections..................................                7
    Annuity Options...........................................                8
    Annuity Payments..........................................                8
    Charges Deducted During the Annuity Period................                9
    Death Benefit Payable During the Annuity Period...........                9
TAX STATUS....................................................                9
    Introduction..............................................                9
    Taxation of the Company...................................                9
    Contracts Used With Certain Retirement Plans..............               10
MISCELLANEOUS.................................................               12
    Distribution..............................................               12
    Delay or Suspension of Payments...........................               12
    Performance Reporting.....................................               12
</TABLE>
<PAGE>
<TABLE>
<S>                                                             <C>
    Voting Rights.............................................               12
    Modification of the Contract..............................               13
    Transfer of Ownership; Assignment.........................               13
    Legal Matters and Proceedings.............................               13
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION...........               14
APPENDIX I--GUARANTEED ACCUMULATION ACCOUNT...................               15
APPENDIX II--FIXED PLUS ACCOUNT...............................               16
</TABLE>
 
THIS  PROSPECTUS DOES  NOT CONSTITUTE AN  OFFERING IN ANY  JURISDICTION IN WHICH
SUCH OFFERING  MAY NOT  LAWFULLY BE  MADE. THE  COMPANY DOES  NOT AUTHORIZE  ANY
PERSON TO GIVE INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE
OFFERING CONTAINED IN THIS PROSPECTUS EXCEPT AS OTHERWISE CONTAINED HEREIN.
<PAGE>
                                  DEFINITIONS
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- --------------------------------------------------------------------------------
 
The following terms are defined as they are used in this Prospectus:
 
ACCOUNT: A record which identifies contract values accumulated on behalf of each
Participant  during the Accumulation  Period. One or  more Employee Accounts and
Employer Accounts may be established for each Participant.
 
ACCOUNT VALUE: The total dollar value of  amounts held in an Account as of  each
Valuation Date during the Accumulation Period.
 
ACCOUNT  YEAR: A  period of  twelve months  measured from  the date  on which an
Account is  established (the  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 each  Subaccount before  Annuity
payments begin.
    
 
   
AETNA  PROCESSING OFFICE: The  administrative headquarters for  the SUNY Defined
Contribution Plan.  The mailing  address is  P.O. Box  12894, Albany,  New  York
12212-2894.
    
 
ANNUITANT:  The person on whose life or life expectancy the annuity payments are
based.
 
ANNUITY: A series of payments  for life, a definite  period or a combination  of
the two.
 
ANNUITY DATE: The date on which annuity payments begin.
 
ANNUITY PERIOD: The period during which annuity payments are made.
 
ANNUITY  UNIT: A  measure of  the value of  each Subaccount  selected during the
Annuity Period.
   
BENEFICIARY(IES): The person or  persons identified on  the enrollment form  who
are to receive any death benefit proceeds payable under the Contract.
    
   
CODE: The Internal Revenue Code of 1986, amended.
    
 
COMPANY (WE, US): Aetna Life Insurance and Annuity Company.
 
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 the trustee of a multiple employer trust approved by the Company to apply for
and own the Contract as authorized by SUNY.
   
CREDITED INTEREST  OPTIONS:  The  fixed interest  options  available  under  the
Contract.  The  Credited Interest  Options currently  consist of  the Guaranteed
Accumulation Account and the Fixed Plus  Account, each of which is described  in
an  Appendix  to this  Prospectus. Amounts  allocated  to the  Credited Interest
Options are included in the Account Value.
    
   
EMPLOYEE ACCOUNT: An account established  for each Participant. This Account  is
credited with net Purchase Payments made by the Participant.
    
 
   
EMPLOYER ACCOUNT: An account established for each Participant. This Account will
be credited with net Purchase Payments made by the employer.
    
   
FUND(S):  An open-end registered management  investment company whose shares are
purchased by the Separate Account to fund the benefits provided by the Contract.
    
 
MODAL CONTRACT: A Contract that accepts Purchase Payments made pursuant to  Code
Sections  401(a) and 414(h) and transferred funds attributable to Section 401(a)
and 414(h) contributions.
   
PARTICIPANT (YOU): A person participating in the Plan.
    
 
   
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                                DEFINITIONS - 1
<PAGE>
PLAN(S): The  SUNY  Defined Contribution  Plan  (or any  predecessor  SUNY  plan
qualified under Section 403(b) of the Code).
 
PLAN  ADMINISTRATOR: The individual  or entity designated under  the Plan who is
responsible for the interpretation and  administration of the Plan. The  Company
is not the Plan Administrator.
 
PURCHASE PAYMENT(S): The gross payment(s) made to the Company under a Contract.
 
ROLLOVER  CONTRACT: A Contract that accepts  Purchase Payments attributable to a
transfer of  employer contributions  and after-tax  employee contributions  made
pursuant to SUNY's Section 403(b) optional retirement program.
   
SEPARATE  ACCOUNT: Variable Annuity Account C, a separate account established by
the Company for the purpose of funding variable annuity contracts issued by  the
Company.
    
   
SUNY PLAN: The State of New York Defined Contribution Retirement Plan.
    
   
SUBACCOUNT(S):  The  portion  of the  assets  of  the Separate  Account  that is
allocated to a particular  Fund. Each Subaccount invests  in the shares of  only
one corresponding Fund.
    
 
   
VALUATION  DATE:  The date  and time  at which  the value  of the  Subaccount is
calculated. Currently, this calculation occurs at  the close of business of  the
New  York Stock Exchange on any normal business day, Monday through Friday, that
the New York Stock Exchange is open.
    
 
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                                DEFINITIONS - 2
<PAGE>
                               PROSPECTUS SUMMARY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
CONTRACTS OFFERED
   
    The Contracts described  in this Prospectus  are designed to  fund the  SUNY
Plan and to accept transfers from SUNY's predecessor optional retirement program
which  is qualified under  Section 403(b) of  the Code. The  Contracts are group
flexible premium deferred  variable annuity contracts  under which accounts  are
established for persons in the group.
    
   
    Two  Contracts  have  been  issued: one  for  transferred  assets  under the
predecessor Section 403(b)  program ("Rollover Contract"),  and one for  ongoing
contributions  and  transferred  assets  under  the  SUNY  Plan  qualified under
Sections 401(a)  and  414(h) of  the  Code ("Modal  Contract").  (See  "Contract
Availability.")
    
 
CONTRACT PURCHASE
 
    For  each Contract, both an Employee Account and an Employer Account will be
established for each Participant. The Accounts are established when you complete
an enrollment  form (and  any other  required  forms) and  forward them  to  the
Company through the Aetna Processing Office. (See "Purchase.")
 
FREE LOOK PERIOD
 
    Participation  under the Contract may be  cancelled within 10 days after you
receive the Certificate  by returning  it to the  Company along  with a  written
notice  of  cancellation. The  amount you  will  receive upon  cancellation will
reflect the investment performance of  the Subaccounts into which your  Purchase
Payments  were deposited. In some cases this may be more or less than the amount
of your Purchase Payments. (See "Purchase--Right to Cancel.")
 
INVESTMENT OPTIONS
 
    The Company has established  Variable Annuity Account  C, a registered  unit
investment  trust,  for  the purpose  of  funding  the variable  portion  of the
Contracts. The  Separate  Account  is  divided  into  Subaccounts  which  invest
directly  in  shares  of  the  Funds  described  herein,  as  designated  by the
Participant. The Contract allows investment in any or all of the Subaccounts, as
well as in the Credited Interest Options described below. For a complete list of
the Funds available  under the Contracts,  and a description  of the  investment
objectives  of each of the Funds  and their investment advisers, see "Investment
Options--The Funds" in this Prospectus, as well as the prospectuses for each  of
the Funds.
 
    The Contract also provides for investment in Credited Interest Options which
allow you to earn fixed rates of interest. The fixed options available under the
Contract  are the  Guaranteed Accumulation  Account ("GAA")  and the  Fixed Plus
Account. (See the Appendices to this Prospectus.)
 
CHARGES AND DEDUCTIONS
 
    Certain charges are associated with  these Contracts. These charges  include
daily  deductions  from the  Separate Account  (the  mortality and  expense risk
charge and  an administrative  expense charge),  as well  as premium  and  other
taxes.  The  Funds  also incur  certain  fees  and expenses  which  are deducted
directly from the Funds. (See the Fee Table and "Charges and Deductions.")
 
TRANSFERS
 
    Prior to  the Annuity  Date,  and subject  to certain  limitations,  Account
Values  may  be  transferred among  the  Subaccounts and  the  Credited Interest
Options without charge. Transfers can be requested in writing or by telephone in
accordance with the  Company's transfer  procedures. (See the  Appendices for  a
full  description  of the  restrictions applicable  to  transfers made  from the
Credited Interest Options.) (See "Transfers.")
 
WITHDRAWALS
 
    All or a part  of the Account  Value may be withdrawn  prior to the  Annuity
Date  by properly  completing a  disbursement form and  sending it  to the Aetna
Processing  Office.   A   distribution   can   be  made   only   if   the   Plan
 
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                                  SUMMARY - 1
<PAGE>
   
Administrator  certifies in writing that you are eligible, both as to the timing
and form of distribution. Limitations apply  to withdrawals from the Fixed  Plus
Account.  The withdrawal may be subject to income tax and a federal tax penalty.
(See "Withdrawals.")
    
 
DEATH BENEFIT
 
    A death benefit is payable if the Participant dies before the Annuity  Date.
Death benefit proceeds will be paid to the Beneficiary in an amount equal to the
Account Value. Until the election of a method of payment, the Account Value will
remain invested under the Contract as it was before the Participant's death. The
Beneficiary  may elect to receive the proceeds in a lump sum or under any of the
payment options available under  the Contract. However,  the Code requires  that
distributions  begin within  a certain time  period. (See  "Death Benefit During
Accumulation Period.")
 
    After Annuity Payments have commenced, a death benefit may be payable to the
Beneficiary depending upon  the terms  of the  Contract and  the Annuity  Option
selected. (See "Death Benefit Payable During the Annuity Period.")
 
THE ANNUITY PERIOD
 
    On  the Annuity  Date, you  may elect  to begin  receiving Annuity Payments.
Annuity Payments can be  made on either a  fixed, variable or combination  fixed
and  variable basis. If  a variable payout  is selected, the  payments will vary
with the  investment  performance of  the  Subaccount(s) selected.  The  Company
reserves  the right  to limit  the number of  Subaccounts that  may be available
during the Annuity Period. (See "Annuity Period.")
 
TAXES
 
    Contributions and  earnings  are  not  generally taxed  until  you  or  your
Beneficiary(ies)  actually  receive  a  distribution from  the  Contract.  A 10%
federal tax penalty and 20% withholding for income tax may be imposed on certain
withdrawals. (See "Tax Status.")
 
INQUIRIES
 
    The  Company  has  established  the  Aetna  Processing  Office  to   provide
administrative   support  to   SUNY  Participants.   This  office   will  handle
enrollments,  billing,  transfers,  redemptions,  and  inquiries  for  all  SUNY
Participants. All forms and correspondence should be sent to:
 
                            Aetna Processing Office
                                 P.O. Box 12894
                          Albany, New York 12212-2894
                        Telephone Number: 1-800-677-4636
 
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                                  SUMMARY - 2
<PAGE>
                                   FEE TABLE
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- --------------------------------------------------------------------------------
 
This  Fee Table describes the charges  and expenses associated with the Contract
during the Accumulation Period. For amounts deducted during the Annuity  Period,
see "Charges Deducted During the Annuity Period." The charges and expenses shown
below  do not include premium taxes that may be applicable. For more information
regarding fees and expenses paid out of the assets of a particular Fund, see the
Fund's prospectus.
 
CHARGES AGAINST THE SEPARATE ACCOUNT. Each Subaccount pays these expenses out of
its assets. The  charges are  reflected in the  Subaccount's daily  Accumulation
Unit Value and are not charged directly to an Account. They include:
 
   
<TABLE>
   <S>                                                              <C>
   MORTALITY AND EXPENSE RISK CHARGE................................  1.25%
 
   ADMINISTRATIVE EXPENSE CHARGE. We currently do not impose an
   administrative expense charge....................................  0.00%
   However, we reserve the right to deduct a daily charge of not
   more than 0.25% per year from the Subaccounts.
 
   TOTAL SEPARATE ACCOUNT CHARGES...................................  1.25%
                                                                    ------
                                                                    ------
</TABLE>
    
 
ANNUAL EXPENSES OF THE FUNDS
 
   
The  following table illustrates the advisory fees and other expenses applicable
to the Funds.  A Fund's "Other  Expenses" include operating  costs of the  Fund.
These  expenses are reflected in the Fund's net asset value and are not deducted
from the  Account Value  under the  Contract. (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, 1995.)
    
 
   
<TABLE>
<CAPTION>
                                           INVESTMENT
                                            ADVISORY
                                            FEES(1)       OTHER EXPENSES   TOTAL FUND
                                         (AFTER EXPENSE   (AFTER EXPENSE     ANNUAL
                                         REIMBURSEMENT)   REIMBURSEMENT)    EXPENSES
                                         --------------   --------------   -----------
 <S>                                     <C>              <C>              <C>
 Aetna Variable Fund(2)                       0.25%            0.06%          0.31%
 Aetna Income Shares(2)                       0.25%            0.08%          0.33%
 Aetna Variable Encore Fund(2)                0.25%            0.10%          0.35%
 Aetna Investment Advisers Fund,
  Inc.(2)                                     0.25%            0.08%          0.33%
 Alger American Growth Portfolio              0.75%            0.10%          0.85%
 Alger American Small Cap Portfolio           0.85%            0.07%          0.92%
 Calvert Responsibly Invested Balanced
  Portfolio(3)                                0.70%            0.13%          0.83%
 Fidelity VIP II Asset Manager
  Portfolio(4)                                0.71%            0.08%          0.79%
 Fidelity VIP II Contrafund
  Portfolio(4)                                0.61%            0.11%          0.72%
 Fidelity VIP II Index 500 Portfolio(5)       0.00%            0.28%          0.28%
 Fidelity VIP Equity-Income Portfolio         0.51%            0.10%          0.61%
 Franklin Government Securities
  Trust(6)                                    0.63%            0.13%          0.76%
 Janus Aspen Aggressive Growth
  Portfolio(7)                                0.75%            0.11%          0.86%
 Janus Aspen Growth Portfolio(7)              0.65%            0.13%          0.78%
 Janus Aspen Short-Term Bond
  Portfolio(7)                                0.00%            0.70%          0.70%
 Janus Aspen Worldwide Growth
  Portfolio(7)                                0.68%            0.22%          0.90%
 Lexington Emerging Markets Fund,
  Inc.(8)                                     0.85%            0.90%          1.75%
 Lexington Natural Resources Trust            1.00%            0.47%          1.47%
 Neuberger & Berman Growth Portfolio(9)       0.84%            0.10%          0.94%
 Scudder International Portfolio Class
  A Shares                                    0.88%            0.20%          1.08%
 TCI Growth(10)                               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.
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 1
<PAGE>
   
(2) As  of May 1, 1996, the Company  will provide administrative services to the
    Fund and will  assume the Fund's  ordinary recurring direct  costs under  an
    Administrative  Services Agreement. The "Other Expenses" shown are not based
    on figures for the year ended December 31, 1995, but reflect the fee payable
    under this Agreement.
    
   
(3) The Management and Advisory  Fees are subject  to a performance  adjustment,
    after  July 1, 1996, which could cause the fee  to be as high as 0.85% or as
    low as 0.55%, depending on performance. "Other Expenses" reflect an indirect
    fee of 0.02%.  Net fund operating  expenses after reductions  for fees  paid
    indirectly would be 0.81%.
    
   
(4) A  portion of the brokerage commissions the Fund paid was used to reduce its
    expenses. Without this reduction, total  operating expenses would have  been
    0.81%  for  the  Asset  Manager  Portfolio;  and  0.73%  for  the Contrafund
    Portfolio.
    
   
(5) The Fund's  expenses  were  voluntarily reduced  by  the  Fund's  investment
    adviser.  Absent reimbursement, the management fee, other expenses and total
    expenses would have been 0.28%, 0.19% and 0.47%, respectively, for the Index
    500 Portfolio.
    
   
(6) An expense reimbursement arrangement was in effect until Februrary 1,  1996;
    however,  it  is no  longer in  effect.  The advisory  fee and  total annual
    expenses shown  above  reflect  the  actual  expenses  of  the  Fund  before
    reimbursement, as if such arrangement had not been in effect during 1995.
    
   
(7) The  information for each Portfolio is net of fee waivers or reductions from
    Janus Capital. Fee reductions for  Aggressive Growth, Growth, and  Worldwide
    Growth   Portfolios  reduce  the   management  fee  to   the  level  of  the
    corresponding Janus retail  fund. Other  waivers, if  applicable, are  first
    applied  against the management fee and then against other expenses. Without
    such waivers or reductions,  the Management Fee,  Other Expenses, and  Total
    Fund  Annual Expenses would have been  0.82%, 0.11% and 0.93% for Aggressive
    Growth Portfolio; 0.85%, 0.13% and 0.98% for Growth Portfolio; 0.65%, 0.72%,
    and 1.37% for  Short-Term Bond  Portfolio; and  0.87%, 0.22%  and 1.09%  for
    Worldwide  Growth  Portfolio;  respectively.  Janus  Capital  may  modify or
    terminate the waivers or reductions at any time upon 90 days' notice to  the
    Portfolio's Board of Trustees.
    
   
(8) The  Fund's investment  adviser has  agreed to  voluntarily limit  the total
    expenses  of   the  Fund   (excluding   interest,  taxes,   brokerage,   and
    extraordinary   expenses,  but  including   management  fees  and  operating
    expenses) to  an annual  rate of  1.75%  of the  Fund's average  net  assets
    through  April  30,  1997.  Without this  agreement,  the  Fund's Investment
    Advisory Fee, Total Other Expenses and Total Fund Annual Expenses would have
    been 0.85%, 3.24% and 4.09% for the most recent fiscal year.
    
   
(9) Neuberger & Berman Advisers Management  Trust (the "Trust") is divided  into
    portfolios  ("Portfolios"), each of which invests  all of its net investment
    assets in a  corresponding series ("Series")  of Advisers Management  Trust.
    Expenses  in the  table reflect  expenses of  the Portfolio  and include the
    Portfolio's pro rata portion  of the operating  expenses of the  Portfolio's
    corresponding Series. The Portfolio pays Neuberger & Berman Management, Inc.
    ("NBMI") an administration fee based on the Portfolio's net asset value. The
    corresponding  Series of the  Portfolio pays NBMI a  management fee based on
    the Series'  average  daily net  assets.  Accordingly, this  table  combines
    management fees at the Series level and administration fees at the Portfolio
    level in a unified fee rate. (See "Expenses" in the Trust's prospectus.)
    
   
(10) The  Portfolio's  investment adviser  pays  all expenses  of  the Portfolio
     except brokerage  commissions,  taxes,  interest,  fees,  expenses  of  the
     non-interested  person directors (including counsel fees) and extraordinary
     expenses.  These  expenses  have  historically  represented  a  very  small
     percentage (less than 0.01%) of total net assets in a fiscal year.
    
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 2
<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.
 
Whether  or not  you withdraw or  if you  annuitize your Account,  assuming a 5%
annual return on assets, you would have paid the following expenses on a  $1,000
investment at the end of the applicable time period:
 
   
<TABLE>
<CAPTION>
                                                    1 YEAR   3 YEARS   5 YEARS   10 YEARS
                                                    ------   -------   -------   --------
<S>                                                 <C>      <C>       <C>       <C>
Aetna Variable Fund                                  $16       $49      $ 85       $186
Aetna Income Shares                                  $16       $50      $ 86       $188
Aetna Variable Encore Fund                           $16       $51      $ 87       $190
Aetna Investment Advisers Fund, Inc.                 $16       $50      $ 86       $188
Alger American Growth Portfolio                      $21       $66      $113       $243
Alger American Small Cap Portfolio                   $22       $68      $116       $250
Calvert Responsibly Invested Balanced Portfolio      $21       $65      $112       $241
Fidelity VIP II Asset Manager Portfolio              $21       $64      $110       $237
Fidelity VIP II Contrafund Portfolio                 $20       $62      $106       $230
Fidelity VIP II Index 500 Portfolio                  $16       $48      $ 83       $182
Fidelity VIP Equity-Income Portfolio                 $19       $58      $101       $218
Franklin Government Securities Trust                 $20       $63      $108       $234
Janus Aspen Aggressive Growth Portfolio              $21       $66      $113       $244
Janus Aspen Growth Portfolio                         $21       $64      $109       $236
Janus Aspen Short-Term Bond Portfolio                $20       $61      $105       $227
Janus Aspen Worldwide Growth Portfolio               $22       $67      $115       $248
Lexington Emerging Markets Fund, Inc.                $30       $93      $158       $332
Lexington Natural Resources Trust                    $28       $84      $144       $305
Neuberger & Berman Growth Portfolio                  $22       $69      $117       $252
Scudder International Portfolio Class A Shares       $24       $73      $125       $267
TCI Growth                                           $23       $70      $120       $258
</TABLE>
    
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 3
<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, 1995  (AS APPLICABLE), IS  DERIVED FROM THE
FINANCIAL STATEMENTS  OF  THE  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, 1995  AND THE INDEPENDENT AUDITORS'
REPORT THEREON, ARE INCLUDED IN THE STATEMENT OF ADDITIONAL INFORMATION.
    
   
<TABLE>
<CAPTION>
                                                    1995            1994           1993           1992           1991
                                               --------------   -------------   -----------   ------------   ------------
 
<S>                                            <C>              <C>             <C>           <C>            <C>
AETNA VARIABLE FUND
Value at beginning of period                         $105.558        $107.925      $102.383       $ 97.165        $77.845
Value at end of period                               $137.869        $105.558      $107.925       $102.383        $97.165
Increase (decrease) in value of accumulation
 unit(1)                                                30.61%          (2.19)%        5.41%          5.37%         24.82%
Number of accumulation units outstanding at
 end of period                                      6,364,000      13,966,072    21,148,863     24,201,565     20,948,226
 
AETNA INCOME SHARES
Value at beginning of period                          $40.173         $42.283       $39.038        $36.789        $31.192
Value at end of period                                $46.913         $40.173       $42.283        $39.038        $36.789
Increase (decrease) in value of accumulation
 unit(1)                                                16.78%          (4.99)%        8.31%          6.11%         17.94%
Number of accumulation units outstanding at
 end of period                                      2,377,622       5,108,720     8,210,666      8,507,292      7,844,412
 
AETNA VARIABLE ENCORE FUND
Value at beginning of period                          $36.271         $35.282       $34.619        $33.812        $32.138
Value at end of period                                $37.988         $36.271       $35.282        $34.619        $33.812
Increase (decrease) in value of accumulation
 unit(1)                                                 4.73%           2.80%         1.92%          2.39%          5.21%
Number of accumulation units outstanding at
 end of period                                      1,836,260       3,679,802     5,086,515      7,534,662      8,430,082
 
AETNA INVESTMENT ADVISERS
 FUND, INC.
Value at beginning of period                          $14.270         $14.519       $13.379        $12.736        $10.896
Value at end of period                                $17.954         $14.270       $14.519        $13.379        $12.736
Increase (decrease) in value of accumulation
 unit(1)                                                25.82%          (1.71)%        8.52%          5.05%         16.89%
Number of accumulation units outstanding at
 end of period                                      9,193,181      21,990,186    30,784,750     34,802,433     22,898,099
 
ALGER AMERICAN GROWTH PORTFOLIO
Value at beginning of period                          $10.000(14)
Value at end of period                                $11.715
Increase (decrease) in value of accumulation
 unit(1)                                                17.15%
Number of accumulation units outstanding at
 end of period                                        530,263
 
ALGER AMERICAN SMALL CAP PORTFOLIO
Value at beginning of period                          $ 9.513         $10.072       $10.000(3)
Value at end of period                                $13.558         $ 9.513       $10.072
Increase (decrease) in value of accumulation
 unit(1)                                                42.52%          (5.55)%        0.72%
Number of accumulation units outstanding at
 end of period                                      1,714,187         665,518        51,327
 
CALVERT RESPONSIBLY INVESTED
 BALANCED PORTFOLIO*
Value at beginning of period                          $13.990         $14.640       $13.726        $12.913        $11.233
Value at end of period                                $17.951         $13.990       $14.640        $13.726        $12.913
Increase (decrease) in value of accumulation
 unit(1)                                                28.31%          (4.44)%        6.66%          6.30%         14.96%
Number of accumulation units outstanding at
 end of period                                        856,361         743,464       705,415        503,006        355,851
 
<CAPTION>
                                                   1990            1989
                                               ------------   --------------
<S>                                            <C>            <C>              <C>           <C>           <C>
AETNA VARIABLE FUND
Value at beginning of period                        $76.311          $59.871       $52.885       $50.760       $43.205
Value at end of period                              $77.845          $76.311       $59.871       $52.885       $50.760
Increase (decrease) in value of accumulation
 unit(1)                                               2.01%           27.46%        13.21%         4.19%        17.49%
Number of accumulation units outstanding at
 end of period                                   18,362,906       17,142,820    16,455,396    16,497,406    16,578,251
AETNA INCOME SHARES
Value at beginning of period                        $28.943          $25.574       $24.061       $23.308       $20.703
Value at end of period                              $31.192          $28.943       $25.574       $24.061       $23.308
Increase (decrease) in value of accumulation
 unit(1)                                               7.77%           13.17%         6.29%         3.23%        12.58%
Number of accumulation units outstanding at
 end of period                                    6,984,793        6,202,834     5,955,293     5,372,271     6,188,470
AETNA VARIABLE ENCORE FUND
Value at beginning of period                        $30.012          $27.783       $26.171       $24.812       $23.504
Value at end of period                              $32.138          $30.012       $27.783       $26.171       $24.812
Increase (decrease) in value of accumulation
 unit(1)                                               7.08%            8.02%         6.16%         5.48%         5.57%
Number of accumulation units outstanding at
 end of period                                   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                        $10.437          $10.000(2)
Value at end of period                              $10.896          $10.437
Increase (decrease) in value of accumulation
 unit(1)                                               4.40%            4.37%
Number of accumulation units outstanding at
 end of period                                   17,078,985        9,535,986
ALGER AMERICAN GROWTH 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
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                        $10.568          $10.000(4)
Value at end of period                              $11.233          $10.568
Increase (decrease) in value of accumulation
 unit(1)                                               6.29%            5.68%
Number of accumulation units outstanding at
 end of period                                      148,576           20,710
</TABLE>
    
 
- --------------------------------------------------------------------------------
                                AUV HISTORY - 1
<PAGE>
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
                                                    1995            1994           1993           1992           1991
                                               --------------   -------------   -----------   ------------   ------------
<S>                                            <C>              <C>             <C>           <C>            <C>
FIDELITY VIP II ASSET MANAGER PORTFOLIO
Value at beginning of period                          $ 9.447         $10.000(5)
Value at end of period                                $10.912         $ 9.447
Increase (decrease) in value of accumulation
 unit(1)                                                15.51%          (5.53)%
Number of accumulation units outstanding at
 end of period                                      1,316,916       1,254,504
FIDELITY VIP II CONTRAFUND PORTFOLIO
Value at beginning of period                          $10.000(15)
Value at end of period                                $11.763
Increase (decrease) in value of accumulation
 unit(1)                                                17.63%
Number of accumulation units outstanding at
 end of period                                        525,476
 
FIDELITY VIP II INDEX 500 PORTFOLIO
Value at beginning of period                          $10.000(15)
Value at end of period                                $11.740
Increase (decrease) in value of accumulation
 unit(1)                                                17.40%
Number of accumulation units outstanding at
 end of period                                        290,547
 
FIDELITY VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period                          $10.000(15)
Value at end of period                                $11.617
Increase (decrease) in value of accumulation
 unit(1)                                                16.17%
Number of accumulation units outstanding at
 end of period                                        628,582
 
FIDELITY VIP GROWTH PORTFOLIO
Value at beginning of period                          $10.000(14)
Value at end of period                                $10.198
Increase (decrease) in value of accumulation
 unit(1)                                                 1.98%
Number of accumulation units outstanding at
 end of period                                            762
 
FIDELITY VIP OVERSEAS PORTFOLIO
Value at beginning of period                          $10.000(14)
Value at end of period                                $10.197
Increase (decrease) in value of accumulation
 unit(1)                                                 1.97%
Number of accumulation units outstanding at
 end of period                                          1,302
FRANKLIN GOVERNMENT SECURITIES TRUST
Value at beginning of period                          $14.190         $14.929       $14.050        $13.219        $11.545
Value at end of period                                $16.495         $14.190       $14.990        $14.050        $13.219
Increase (decrease) in value of accumulation
 unit(1)                                                16.24%          (4.95)%        6.26%          6.29%         14.50%
Number of accumulation units outstanding at
 end of period                                        809,414         804,457       960,629        810,155        627,552
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period                          $12.169         $10.000(7)
Value at end of period                                $15.323         $12.169
Increase (decrease) in value of accumulation
 unit(1)                                                25.91%          21.69%
Number of accumulation units outstanding at
 end of period                                      1,280,953         393,553
JANUS ASPEN BALANCED PORTFOLIO
Value at beginning of period                          $10.000(14)
Value at end of period                                $10.853
Increase (decrease) in value of accumulation
 unit(1)                                                 8.53%
Number of accumulation units outstanding at
 end of period                                            161
 
<CAPTION>
                                                   1990            1989           1988          1987          1986
                                               ------------   --------------   -----------   -----------   -----------
<S>                                            <C>            <C>              <C>           <C>           <C>
FIDELITY VIP II ASSET MANAGER 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
FIDELITY VIP II CONTRAFUND 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
FIDELITY VIP II INDEX 500 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
FIDELITY VIP EQUITY-INCOME 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
FIDELITY VIP GROWTH 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
FIDELITY VIP OVERSEAS 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
FRANKLIN GOVERNMENT SECURITIES TRUST
Value at beginning of period                        $10.581          $10.000(6)
Value at end of period                              $11.545          $10.581
Increase (decrease) in value of accumulation
 unit(1)                                               9.11%            5.81%
Number of accumulation units outstanding at
 end of period                                      178,761           25,258
JANUS ASPEN AGGRESSIVE GROWTH 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
JANUS ASPEN 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>
    
 
   
- --------------------------------------------------------------------------------
    
                                AUV HISTORY - 2
<PAGE>
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
                                                    1995            1994           1993           1992           1991
                                               --------------   -------------   -----------   ------------   ------------
<S>                                            <C>              <C>             <C>           <C>            <C>
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period                          $ 9.911         $10.000(13)
Value at end of period                                $12.124         $ 9.911
Increase (decrease) in value of accumulation
 unit(1)                                                22.33%          (0.89)%
Number of accumulation units outstanding at
 end of period                                          3,345           1,555
JANUS ASPEN GROWTH PORTFOLIO
Value at beginning of period                          $10.000(14)
Value at end of period                                $11.859
Increase (decrease) in value of accumulation
 unit(1)                                                18.59%
Number of accumulation units outstanding at
 end of period                                        109,717
JANUS ASPEN SHORT-TERM BOND PORTFOLIO
Value at beginning of period                          $10.000(14)
Value at end of period                                $10.393
Increase (decrease) in value of accumulation
 unit(1)                                                 3.93%
Number of accumulation units outstanding at
 end of period                                         18,473
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
Value at beginning of period                          $10.000(14)
Value at end of period                                $12.158
Increase (decrease) in value of accumulation
 unit(1)                                                21.58%
Number of accumulation units outstanding at
 end of period                                        314,653
LEXINGTON EMERGING MARKETS FUND, INC.
Value at beginning of period                          $ 8.772         $10.000(8)
Value at end of period                                $ 8.323         $ 8.772
Increase (decrease) in value of accumulation
 unit(1)                                                (5.12)%        (12.28)%
Number of accumulation units outstanding at
 end of period                                        371,156         144,750
LEXINGTON NATURAL RESOURCES TRUST
Value at beginning of period                          $ 9.412         $10.071       $ 9.193        $ 9.018        $ 9.608
Value at end of period                                $10.862         $ 9.412       $10.071        $ 9.193        $ 9.018
Increase (decrease) in value of accumulation
 unit(1)                                                15.41%          (6.54)%        9.55%          1.94%         (6.14)%
Number of accumulation units outstanding at
 end of period                                        530,562         533,016       341,771        198,338        144,139
NEUBERGER & BERMAN GROWTH PORTFOLIO
Value at beginning of period                          $13.398         $14.278       $13.536        $12.511        $ 9.769
Value at end of period                                $17.430         $13.398       $14.278        $13.536        $12.511
Increase (decrease) in value of accumulation
 unit(1)                                                30.09%          (6.16)%        5.48%          8.19%         28.07%
Number of accumulation units outstanding at
 end of period                                      2,359,090       2,107,525     1,927,674      1,346,898        971,985
SCUDDER INTERNATIONAL PORTFOLIO CLASS A SHARES**
Value at beginning of period                          $13.227         $13.508       $ 9.922        $10.239**      $ 9.256
Value at end of period                                $14.515         $13.227       $13.508        $ 9.922        $10.239
Increase (decrease) in value of accumulation
 unit(1)                                                 9.74%          (2.08)%       36.14%         (3.10)%        10.62%
Number of accumulation units outstanding at
 end of period                                      3,823,292       4,240,412     2,371,037      1,161,007        779,667
TCI GROWTH
Value at beginning of period                          $11.172         $11.443       $10.495        $10.000(12)
Value at end of period                                $14.464         $11.172       $11.443        $10.495
Increase (decrease) in value of accumulation
 unit(1)                                                29.47%          (2.37)%        9.03%          4.95%
Number of accumulation units outstanding at
 end of period                                      1,784,552       1,608,362     1,016,894        232,832
 
<CAPTION>
                                                   1990            1989           1988          1987          1986
                                               ------------   --------------   -----------   -----------   -----------
<S>                                            <C>            <C>              <C>           <C>           <C>
JANUS ASPEN FLEXIBLE INCOME 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
JANUS ASPEN GROWTH 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
JANUS ASPEN SHORT-TERM BOND 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
JANUS ASPEN WORLDWIDE GROWTH 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
LEXINGTON EMERGING MARKETS 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
LEXINGTON NATURAL RESOURCES TRUST
Value at beginning of period                        $11.441          $10.000(9)
Value at end of period                              $ 9.608          $11.441
Increase (decrease) in value of accumulation
 unit(1)                                             (16.02)%          14.41%
Number of accumulation units outstanding at
 end of period                                       75,052           11,481
NEUBERGER & BERMAN GROWTH PORTFOLIO
Value at beginning of period                        $10.772          $10.000(10)
Value at end of period                              $ 9.769          $10.772
Increase (decrease) in value of accumulation
 unit(1)                                              (9.31)%           7.72%
Number of accumulation units outstanding at
 end of period                                      482,220           68,885
SCUDDER INTERNATIONAL PORTFOLIO CLASS A SHARE
Value at beginning of period                        $10.306          $10.000(11)
Value at end of period                              $ 9.256          $10.306
Increase (decrease) in value of accumulation
 unit(1)                                             (10.19)%           3.06%
Number of accumulation units outstanding at
 end of period                                      317,829           32,902
TCI GROWTH
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>
    
 
- --------------------------------------------------------------------------------
                                AUV HISTORY - 3
<PAGE>
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
 (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 charge or the fixed dollar annual
     maintenance  fee,  if  any. Inclusion  of  these charges  would  reduce the
     investment results shown.
 
 (2) The initial Accumulation Unit value was established at $10.000 on June  23,
     1989, the date on which the Fund commenced operations.
 
 (3) The initial Accumulation Unit value was established at $10.000 on September
     17,  1993. The Portfolio  became available under the  Contract on March 15,
     1994.
 
 (4) The initial Accumulation Unit value was  established at $10.000 on May  31,
     1989, the date on which the Fund became available under the Contract.
 
 (5) The initial Accumulation Unit value was established at $10.000 during March
     1994, when funds were first received under this option.
 
 (6) The  initial Accumulation Unit value was  established at $10.000 on June 7,
     1989, the date on which the Fund became available under the Contract.
 
 (7) The initial Accumulation Unit value was established at $10.000 during  June
     1994, when funds were first received in this option.
 
 (8) The  initial  Accumulation Unit  value  was established  at  $10.000 during
     October 1994, when funds were first received in this option.
 
 (9) The initial Accumulation Unit value was  established at $10.000 on May  31,
     1989, the date on which the Fund became available under the Contract.
 
(10) The  initial Accumulation Unit value was  established at $10.000 on May 31,
     1989, the date on which the Portfolio became available under the Contract.
 
(11) The initial Accumulation Unit value was  established at $10.000 on July  5,
     1989, the date on which the Portfolio became available under the Contract.
 
(12) The initial Accumulation Unit value was established at $10.000 on September
     21,  1992,  the date  on  which the  Portfolio  became available  under the
     Contract.
 
   
(13) The initial  Accumulation  Unit value  was  established at  $10.000  during
     November 1994, when funds were first received in this option.
    
 
   
(14) The  initial Accumulation Unit value was established at $10.000 during July
     1995, when the Fund became available under the Contract.
    
 
   
(15) The initial Accumulation Unit value  was established at $10.000 during  May
     1995, when the Fund became available under the Contract.
    
 
   
 * Formerly Calvert Socially Responsible Series.
    
 
** Formerly  T. Rowe  Price International  Equity Fund.  On April  27, 1992, the
   Fund's  assets  were  liquidated  and  merged  into  Scudder  Variable   Life
   Investment  Fund --  Managed International  Portfolio. The  Accumulation Unit
   value following the merger was $10.051.
 
- --------------------------------------------------------------------------------
                                AUV HISTORY - 4
<PAGE>
                                  THE COMPANY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    Aetna Life Insurance and  Annuity Company (the "Company")  is the issuer  of
the  Contract, and as  such, it is  responsible for providing  the insurance and
annuity benefits  under the  Contract. The  Company is  a stock  life  insurance
company  organized under the insurance laws of the State of Connecticut in 1976.
Through a merger, it  succeeded to the business  of Aetna Variable Annuity  Life
Insurance  Company (formerly  Participating Annuity  Life Insurance  Company, an
Arkansas life insurance company  organized in 1954). The  Company is engaged  in
the  business of issuing life insurance  policies and variable annuity contracts
in all states of  the United States. The  Company's principal executive  offices
are located at 151 Farmington Avenue, Hartford, Connecticut 06156.
 
   
    The Company is a wholly owned subsidiary of Aetna Retirement Holdings, Inc.,
which  is in turn a  wholly owned subsidiary of  Aetna Retirement Services, Inc.
and an indirect wholly owned subsidiary of Aetna Life and Casualty Company.
    
 
                           VARIABLE ANNUITY ACCOUNT C
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    The Company established Variable Annuity Account C (the "Separate  Account")
in  1976 as a segregated  asset account for the  purpose of funding its variable
annuity contracts. The Separate Account is registered as a unit investment trust
under the  Investment  Company Act  of  1940 (the  "1940  Act"), and  meets  the
definition of the "separate account" under federal securities laws. The Separate
Account  is divided into  "subaccounts" which do not  invest directly in stocks,
bonds or other investments. Instead, each Subaccount buys and sells shares of  a
corresponding Fund.
 
   
    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
conducted by the Company.  Income, gains or losses  of the Separate Account  are
credited or charged against the assets of the Separate Account without regard to
other  income, gains or losses. All  obligations arising under the Contracts are
our general corporate obligations.
    
 
                               INVESTMENT OPTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
THE FUNDS
 
   
    Purchase Payments may  be allocated  to one or  more of  the Subaccounts  as
designated  on  the enrollment  form.  In turn,  the  Subaccounts invest  in the
corresponding Funds at net asset value.
    
 
    SUNY may decide to offer only a select number of Funds under its Plan, or it
may decide to substitute shares of one Fund for shares of another Fund currently
held by  the Separate  Account. The  availability  of Funds  may be  subject  to
regulatory authorization. In addition, the Company may add or withdraw Funds, as
permitted by applicable law.
 
    The  investment results  of the Funds  described below are  likely to differ
significantly and there is no assurance that any of the Funds will achieve their
respective investment objectives. Except where otherwise noted, all of the Funds
are diversified, as defined in the 1940 Act.
 
- -AETNA VARIABLE FUND  seeks to maximize  total return through  investments in  a
 diversified  portfolio of common stocks  and securities convertible into common
 stock.(1)
 
- -AETNA INCOME SHARES seeks to maximize total return, consistent with  reasonable
 risk,  through investments in  a diversified portfolio  consisting primarily of
 debt securities.(1)
 
- -AETNA VARIABLE ENCORE  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.(1)
 
- -AETNA  INVESTMENT ADVISERS FUND, INC. is a managed fund which seeks to maximize
 investment  return   consistent  with   reasonable  safety   of  principal   by
 
- --------------------------------------------------------------------------------
                                       1
<PAGE>
 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.(1)
 
   
- -ALGER AMERICAN FUND--ALGER  AMERICAN GROWTH PORTFOLIO  seeks long-term  capital
 appreciation  by  investing in  a  diversified, actively  managed  portfolio of
 equity securities.  The Portfolio  primarily invests  in equity  securities  of
 companies which have a market capitalization of $1 billion or greater.(2)
    
   
- -ALGER  AMERICAN  FUND--ALGER  AMERICAN  SMALL  CAPITALIZATION  PORTFOLIO  seeks
 long-term capital appreciation Except  during temporary defensive periods,  the
 Portfolio  invests at  least 65%  of its total  assets in  equity securities of
 companies that, at the time of  purchase of such securities, have total  market
 capitalization  within  the range  of companies  included  on the  Russell 2000
 Growth Index, updated quarterly. The Russell  2000 Growth Index is designed  to
 track the performance of small capitalization companies. At March 31, 1996, the
 range  of  market capitalization  of these  companies was  $20 million  to $3.0
 billion.(2)
    
 
- -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.(3)
 
- -FIDELITY  INVESTMENTS'  VARIABLE  INSURANCE  PRODUCTS  FUND  II--ASSET  MANAGER
 PORTFOLIO seeks  high total  return with  reduced risk  over the  long-term  by
 allocating   its  assets  among  stocks,   bonds  and  short-term  fixed-income
 instruments.(4)
   
- -FIDELITY INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND II--CONTRAFUND PORTFOLIO
 seeks maximum total  return over the  long term by  investing mainly in  equity
 securities of companies that are undervalued or out-of-favor.(4)
    
 
   
- -FIDELITY  INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND II--INDEX 500 PORTFOLIO
 seeks to provide  investment results  that correspond  to the  total return  of
 common  stocks  publicly  traded  in  the  United  States  by  duplicating  the
 composition and total return  of the Standard &  Poor's Composite Index of  500
 stocks.(4)
    
 
- -FIDELITY INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND--EQUITY-INCOME PORTFOLIO
 seeks  reasonable  income  by investing  primarily  in  income-producing equity
 securities. In selecting investments, the Fund also considers the potential for
 capital appreciation.(4)
 
- -FRANKLIN GOVERNMENT  SECURITIES  TRUST  seeks  income  through  investments  in
 obligations  of  the  U.S.  Government or  its  agencies  or instrumentalities,
 primarily GNMA obligations.(5)
 
   
- -JANUS ASPEN SERIES--AGGRESSIVE GROWTH  PORTFOLIO is a NONDIVERSIFIED  portfolio
 that  seeks  long-term  growth  of  capital in  a  manner  consistent  with the
 preservation of  capital. The  Portfolio pursues  its investment  objective  by
 normally  investing at least 50%  of its equity assets  in securities issued by
 medium-sized  companies.  Medium  sized   companies  are  those  whose   market
 capitalizations fall within the range of companies in the S&P MidCap 400 Index,
 which  as  of  December 29,  1995  included companies  with  capitalizations of
 between approximately $118 million and $7.5  billion, but which is expected  to
 change on a regular basis.(6)
    
 
- -JANUS  ASPEN SERIES--GROWTH  PORTFOLIO seeks long-term  growth of  capital in a
 manner consistent with the preservation  of capital. The Portfolio pursues  its
 investment objective by investing in common stocks of companies of any size.(6)
 
   
- -JANUS  ASPEN SERIES--SHORT-TERM BOND PORTFOLIO seeks as high a level of current
 income as is consistent with preservation of capital. The Portfolio pursues its
 investment objective  by  investing primarily  in  short-and  intermediate-term
 fixed income securities.(6)
    
 
   
- -JANUS  ASPEN  SERIES--WORLDWIDE  GROWTH  PORTFOLIO  seeks  long-term  growth of
 capital in  a manner  consistent with  preservation of  capital. The  Portfolio
 pursues its investment objective primarily through investments in common stocks
 of foreign and domestic issuers.(6)
    
 
- -LEXINGTON  EMERGING  MARKETS  FUND,  INC.  seeks  long-term  growth  of capital
 primarily through investment in equity securities of companies domiciled in, or
 doing business  in  emerging countries  and  emerging markets.  Investments  in
 emerging  markets involve risks not present in domestic markets. See the Fund's
 prospectus for information on risks inherent in this investment.(7)
 
- -LEXINGTON NATURAL  RESOURCES TRUST  is a  NONDIVERSIFIED portfolio  that  seeks
 long-term  growth of capital  through investment primarily  in common stocks of
 companies
 
- --------------------------------------------------------------------------------
                                       2
<PAGE>
 which own or develop  natural resources and other  basic commodities or  supply
 goods and services to such companies.(7)
 
   
- -NEUBERGER  & BERMAN ADVISERS MANAGEMENT  TRUST-- GROWTH PORTFOLIO seeks capital
 appreciation without  regard  to income.  The  Portfolio generally  invests  in
 securities  believed  to  have  the  maximum  potential  for  long-term capital
 appreciation. The  Portfolio expects  to  be almost  fully invested  in  common
 stocks,  often  of  companies that  may  be  temporarily out  of  favor  in the
 market.(8)
    
 
   
- -SCUDDER VARIABLE LIFE INVESTMENT FUND-- INTERNATIONAL PORTFOLIO CLASS A  SHARES
 seeks  long-term growth  of capital  primarily through  diversified holdings of
 marketable foreign equity investments.(9)
    
- -TCI PORTFOLIOS,  INC.--TCI  GROWTH (a  Twentieth  Century fund)  seeks  capital
 growth.  The Fund seeks to achieve its  objective 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 the Fund's  investment manager, have  better than average potential
 for appreciation.(10)
Investment Advisers for each of the Funds:
 (1) Aetna Life Insurance and Annuity Company
 (2) Fred Alger Management, Inc.
 (3) Calvert Asset Management Company, Inc.
 (4) Fidelity Management & Research Company, Inc.
 (5) Franklin Advisers, Inc.
 (6) Janus Capital Corporation
 (7) Lexington Management Corporation (adviser); Market Systems Research
     Advisors, Inc. (subadviser-Natural Resources Trust only)
   
 (8) Neuberger & Berman Management Inc. (Investment Manager); Neuberger &
     Berman, L.P. (Sub-Adviser)
    
 (9) Scudder, Stevens & Clark, Inc.
 (10) Investors Research Corporation
 
    RISKS ASSOCIATED WITH  INVESTMENT IN THE  FUNDS. Some of  the Funds may  use
instruments known as derivatives as part of their investment strategies. The use
of  certain derivatives may involve  high risk of volatility  to a Fund, and the
use of leverage in  connection with such derivatives  can also increase risk  of
losses. Some of the Funds may also invest in foreign or international securities
which involve greater risks than U.S. investments.
 
    More  comprehensive information, including a  discussion of potential risks,
is found in the  respective Fund prospectuses  which accompany this  Prospectus.
You  should  read  the  Fund  prospectuses  and  consider  carefully,  and  on a
continuing basis, which  Fund or  combination of Funds  is best  suited to  your
long-term investment objectives.
 
   
    CONFLICTS  OF INTEREST (MIXED  AND SHARED FUNDING). Shares  of the Funds are
sold to  each of  the Subaccounts  for funding  the variable  annuity  contracts
issued  by the Company. Shares of the Funds  may also be sold to other insurance
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 contracts
issued by  the Company  or  by third  parties. This  is  referred to  as  "mixed
funding."
    
 
   
    Because  the Funds  available under the  Contract are sold  to fund variable
annuity contracts and variable life insurance policies issued by us or by  other
companies,  certain conflicts of interest could arise. If a conflict of interest
were to occur, one of the separate  accounts might withdraw its investment in  a
Fund,   which  might   force  that   Fund  to   sell  portfolio   securities  at
disadvantageous prices, causing  its per  share value to  decrease. Each  Fund's
Board of Directors or Trustees has agreed to monitor events in order to identify
any  material irreconcilable conflicts  which might arise  and to determine what
action, if any, should be taken to address such conflict.
    
 
CREDITED INTEREST OPTIONS
 
    Purchase Payments may be allocated to  one or more of the Credited  Interest
Options  available under the Contract, as described below. SUNY may elect not to
offer all Credited Interest Options under its Plan.
 
- - The Guaranteed  Accumulation  Account  (GAA) is  a  credited  interest  option
  through  which we guarantee stipulated rates of interest for stated periods of
  time. Amounts must remain in the GAA for the full guaranteed term to  received
  the quoted interest rates, or a market value adjustment (which may be positive
  or negative) will be applied. (See Appendix I.)
 
- - The  Fixed Plus Account  is also a  part of the  Company's general account and
  guarantees a minimum interest rate, as specified in the Contract. The  Company
  may  credit higher interest rates in its discretion. Withdrawals and transfers
  from the Fixed Plus Account are limited. (See Appendix II.)
 
- --------------------------------------------------------------------------------
                                       3
<PAGE>
                                    PURCHASE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
   
CONTRACT AVAILABILITY
    
 
   
    The Contracts are designed to fund the SUNY Plan and to accept transfers  of
amounts  made to the predecessor program which is qualified under Section 403(b)
of the Code. Two Contracts have been issued: one for transferred assets from the
predecessor  Section  403(b)   SUNY  optional   retirement  program   ("Rollover
Contract"), and one for ongoing contributions and transferred assets from a plan
qualified under Sections 401(a) and 414(h) of the Code ("Modal Contract").
    
 
   
    Contracts  are  issued  in  allocated  form which  means  that  one  or more
individual accounts are established for  each Participant. Two accounts will  be
established under each Contract: an Employer Account and an Employee Account.
    
   
    Under  a ROLLOVER CONTRACT, Purchase Payments  attributable to a transfer of
AFTER-TAX employee contributions  made to the  predecessor 403(b) SUNY  optional
retirement  program are allocated to the EMPLOYEE ACCOUNT, and Purchase Payments
attributable to a  transfer of  EMPLOYER CONTRIBUTIONS made  to the  predecessor
Section  403(b) SUNY optional  retirement program are  allocated to the EMPLOYER
ACCOUNT.
    
   
    Under a MODAL CONTRACT, ongoing  Purchase Payments made pursuant to  SECTION
414(H)  of the  Code and transferred  funds attributable to  Code Section 414(h)
contributions from another investment provider under the SUNY Plan are allocated
to the EMPLOYEE ACCOUNT, and ongoing Purchase Payments made pursuant to  SECTION
401(A)  of the  Code and transferred  funds attributable to  Code Section 401(a)
contributions from another investment provider under the SUNY Plan are allocated
to the EMPLOYER ACCOUNT. (See also "Tax Status.")
    
 
CONTRACT PURCHASE
 
   
    Employees of SUNY may fill out an  enrollment form (or forms) and return  it
to  the Company for review, acceptance or  rejection. The Company must accept or
reject the  enrollment  form  within  two  business  days  of  receipt.  If  the
enrollment  materials  are  incomplete,  the  Company  may  hold  any  forms and
accompanying Purchase Payments for five days. Purchase Payments may be held  for
longer  periods  pending  acceptance  of  the forms  only  with  consent  of the
Participant, or under limited  circumstances, with the  consent of the  Contract
Holder.  If we agree to hold Purchase Payments for longer than the five business
days based on the consent of the Contract Holder, the Purchase Payments will  be
deposited  in  the Aetna  Variable Encore  Fund Subaccount  until the  forms are
completed.
    
 
   
PURCHASE PAYMENTS
    
 
    As discussed above, Purchase Payments can be applied to the Contracts either
through a  lump-sum  transfer  of  existing  plan  assets,  or  through  ongoing
contributions.  For Modal Contracts, the Code  imposes a maximum limit on annual
Purchase Payments that may be contributed to a 401(a) Plan on your behalf.  (See
"Tax Status.")
 
    ALLOCATION  OF  PURCHASE  PAYMENTS.   Purchase  Payments  will  initially be
allocated to the Subaccounts  or Credited Interest Options  as specified by  the
Participant  on the enrollment form.  Changes in such allocation  may be made in
writing or by telephone transfer. Allocations must be in whole percentages. (See
"Transfers.")
 
RIGHTS UNDER THE CONTRACT
 
   
    You have a nonforfeitable  right to the value  of your Employee Account  and
Employer Account, as determined by the Plan Administrator in accordance with the
terms  of  the  Plan. You  may  select the  investment  options to  be  used for
allocations to  both your  Employee  and Employer  Accounts.  You may  elect  an
Annuity  Option,  subject  to  Plan  Administrator  certification  that  you are
eligible for a distribution and that the form of annuity is permitted under  the
terms of the Plan.
    
 
RIGHT TO CANCEL
 
    Participation  under  the  Contract  may  be  cancelled  without  penalty by
returning the certificate to the Aetna  Processing Office with a written  notice
of  your intent  to cancel. You  have ten days  to exercise this  right. We will
produce a refund of the Purchase Payment (plus or minus any increase or decrease
in value) not later  than seven days  after we receive  the certificate and  the
written notice at the Aetna Processing Office.
 
- --------------------------------------------------------------------------------
                                       4
<PAGE>
                             CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
DAILY DEDUCTIONS FROM THE SEPARATE ACCOUNT
 
    MORTALITY AND EXPENSE RISK CHARGE.  The Company makes a daily deduction from
each of the Subaccounts for the mortality and expense risk charge. The charge is
equal,  on an annual basis, to 1.25% of  the daily net assets of the Subaccounts
and compensates the  Company for  the assumption  of the  mortality and  expense
risks  under the Contract. The mortality risks are those assumed for our promise
to make lifetime payments according to annuity rates specified in the  Contract.
The  expense risk is the risk that  the actual expenses for costs incurred under
the Contract  will  exceed the  maximum  costs that  can  be charged  under  the
Contract.
 
    If  the amount deducted for mortality and expense risks is not sufficient to
cover the  mortality costs  and expense  shortfalls, the  loss is  borne by  the
Company.  If the deduction  is more than  sufficient, the excess  may be used to
recover distribution  expenses relating  to the  Contracts and  as a  source  of
profit  to the Company. The Company expects  to make a profit from the mortality
and expense risk charge.
 
   
    ADMINISTRATIVE EXPENSE CHARGE.   The Company  reserves the right  to make  a
deduction from each of the Subaccounts for an administrative expense charge. The
administrative  expense charge  compensates the  Company for  its administrative
expenses incurred in connection with the Contract. The charge is set at a  level
which  does not exceed the average  expected cost of the administrative services
to be provided while the  Contract is in force. The  Company does not expect  to
make a profit from this charge.
    
 
    Under  the Contract, the amount of  the administrative expense charge may be
an amount equal,  on an annual  basis, to a  maximum of 0.25%  of the daily  net
assets  of the Subaccounts. There is  currently no administrative expense charge
during the Accumulation  Period or  Annuity Period.  Once an  Annuity Option  is
elected,  the charge will be established and will be effective during the entire
Annuity Period.
 
FUND EXPENSES
 
    Each Fund incurs  certain expenses  which are paid  out of  its net  assets.
These   expenses  include,  among  other  things,  the  investment  advisory  or
"management" fee. The expenses of  the Funds are set forth  in the Fee Table  in
this Prospectus and described more fully in the accompanying Fund prospectuses.
 
PREMIUM AND OTHER TAXES
 
    Several  states and municipalities impose a  premium tax on Annuities. These
taxes currently range from 0% to 4%; however, there is currently no premium  tax
on annuity contracts issued in the state of New York. In states that do impose a
premium  tax, the  Company reserves  the right to  deduct the  tax from Purchase
Payments or Account Values at any time, but  no earlier than when we have a  tax
liability  under  state law.  The Company's  current practice  is to  deduct for
premium taxes at the time of  complete withdrawal or annuitization. In  addition
to  the premium tax, the  Company reserves the right to  assess a charge for any
state or federal taxes due against the Contract or the Separate Account  assets.
(See "Tax Status.")
 
   
                               CONTRACT VALUATION
    
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
   
ACCOUNT VALUE
    
 
   
    Until  the Annuity  Date, the  Account Value  is the  total dollar  value of
amounts held in your Account as of any Valuation Date. The Account Value at  any
given  time is based on the value of the units held in each Subaccount, plus the
value of amounts held in any of the Credited Interest Options.
    
 
   
ACCUMULATION UNITS
    
 
   
    The value of your interests  in a Subaccount is  expressed as the number  of
"Accumulation  Units" that you  hold multiplied by  an "Accumulation Unit Value"
(or "AUV")  for each  unit.  The AUV  on any  Valuation  Date is  determined  by
multiplying  the value  on the immediately  preceding Valuation Date  by the net
investment factor  of that  Subaccount for  the period  between the  immediately
preceding  Valuation Date and  the current Valuation  Date. (See "Net Investment
Factor" below.) The Accumulation Unit Value  will be affected by the  investment
performance, expenses and charges of the applicable
    
 
- --------------------------------------------------------------------------------
                                       5
<PAGE>
Fund  and  is reduced  each  day by  a percentage  that  accounts for  the daily
assessment of mortality and expense  risk charges and the administrative  charge
(if any).
 
   
    Initial  Purchase Payments  will be  credited to  your Account  as described
under  "Purchase  Payments."  Each   subsequent  Purchase  Payment  (or   amount
transferred)  will be credited to  your Account at the  AUV computed on the next
Valuation Date following our  receipt of your payment  or transfer request.  The
value of an Accumulation Unit may increase or decrease.
    
 
   
NET INVESTMENT FACTOR
    
 
   
    The net investment factor is used to measure the investment performance of a
Subaccount  from one Valuation Date to the next. The net investment factor for a
Subaccount for any valuation period is equal  to the sum of 1.0000 plus the  net
investment rate. The net investment rate equals:
    
 
   
(a)  the net assets of the Fund held  by the Subaccount on the current Valuation
    Date, minus
    
 
(b) the net assets of the Fund held by the Subaccount on the preceding Valuation
    Date, plus or minus
 
   
(c) taxes or provisions for taxes, if any, attributable to the operation of  the
    Subaccount;
    
 
   
(d)  divided by  the total  value of  the Subaccount's  Accumulation and Annuity
    Units the preceding Valuation Date;
    
 
   
(e) minus a daily charge at the annual effective rate of 1.25% for mortality and
    expense risks and up to 0.25% as an administrative expense charge (currently
    0%).
    
 
    The net investment rate may be either positive or negative.
 
                                   TRANSFERS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    At any time prior to the Annuity  Date, you can transfer amounts held  under
your  Accounts from  one Subaccount to  another. Transfers  between the Credited
Interest Options and the Subaccounts  are subject to certain restrictions.  (See
Appendices I and II.) A request for transfer can be made either in writing or by
telephone.  The  telephone  transfer privilege  is  available  automatically; no
special election is  necessary. All  transfers must  be in  accordance with  the
terms of the Contract and your Plan, as applicable.
 
   
    The  Company currently allows unlimited  transfers of accumulated amounts to
available investment options without charge,  provided that the transfer  amount
is not less than $500. Any transfer will be based on the Accumulation Unit Value
next  determined after the Company receives a valid transfer request at its Home
Office. Transfers  are  currently  not  available  during  the  Annuity  Period;
however,  they may  be available under  some Annuity Options  beginning later in
1996. (See "Annuity Period--Annuity Options.")
    
 
                                  WITHDRAWALS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    You may  withdraw  all  or  a  portion  of  the  Account  Value  during  the
Accumulation Period, subject to Plan Administrator certification in writing that
you  are eligible, both as to the  timing and form of distribution. Payments for
withdrawal requests  will  be made  in  accordance with  SEC  requirements,  but
normally  not  later  than  seven  calendar  days  following  our  receipt  of a
disbursement form.
 
    Withdrawals may be requested in one of the following forms:
 
- -FULL WITHDRAWAL OF AN ACCOUNT:  The amount paid for  a full withdrawal will  be
 the Account Value allocated to the Subaccounts and the, Guaranteed Accumulation
 Account  (plus or minus a  market value adjustment) (see  Appendix I), plus the
 amount available for withdrawal from the Fixed Plus Account (see Appendix II).
 
- -PARTIAL WITHDRAWALS: The amount paid will be the percentage or dollar amount of
 the Account Value requested; however, the amount available for withdrawal  from
 the Fixed Plus Account is limited (see Appendix II).
 
   
    For  any partial withdrawal, amounts  will be withdrawn proportionately from
the Subaccounts or Credited  Interest Option in which  the Account is  invested,
unless  you request otherwise. All amounts paid  will be based on Account Values
as of the next Valuation Date
    
 
- --------------------------------------------------------------------------------
                                       6
<PAGE>
after we receive a request for withdrawal  at our Home Office, or on such  later
date  as the  disbursement form  may specify.  A 20%  federal income  tax may be
withheld from amounts paid  directly to you. (See  "Tax Status-- Contracts  Used
with Certain Retirement Plans.")
 
REINVESTMENT PRIVILEGE
 
   
    You  may elect to reinvest all or a  portion of the proceeds received from a
full withdrawal of your  Account within 30 days  after such withdrawal has  been
made.  Accumulation  Units  will  be  credited to  the  Account  for  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.
Accumulation  Units will be  credited to your Account  based on the Accumulation
Unit Value next computed  following our receipt of  your request along with  the
amount  to be reinvested. The reinvestment privilege  may be used only once. See
Appendix I for a discussion of  amounts withdrawn from GAA and then  reinvested.
If  you  are  contemplating  reinvestment,  you  should  seek  competent  advice
regarding the tax consequences associated with such a transaction.
    
 
                    DEATH BENEFIT DURING ACCUMULATION PERIOD
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    The  Contract   provides  that   a   death  benefit   is  payable   to   the
Beneficiary(ies)  upon the death of the Participant before the Annuity Date. The
amount of the death benefit  will be equal to  the Account Value. Death  benefit
proceeds may be paid to the Beneficiary:
 
- - in a lump sum; or
 
- - in accordance with any of the Annuity Options available under the Contract.
 
    The Beneficiary may instead elect one of the following two options; however,
the Code limits how long the death benefit proceeds may be left in these options
(see below):
 
- - to leave the Account Value invested in the Contract; or
 
- - to leave the Account Value on deposit in the Company's general account, and to
  receive  monthly, quarterly,  semi-annual or  annual interest  payments at the
  interest rate then being credited on such deposits. The balance on deposit can
  be withdrawn at any time or applied to an Annuity Option.
 
    When paying the  Beneficiary, we  will determine  the Account  Value on  the
Valuation  Date following the date on which the Aetna Processing Office receives
proof of death acceptable to  the Company. Interest, if  any, will be paid  from
the  date of death at a rate no less  than required by law. We will mail payment
to the Beneficiary within  seven days after  we receive proof  of death and  the
request for payment.
 
    The Code requires that distribution of death proceeds begin within a certain
period of time. Generally, either payments must begin by December 31 of the year
following  the year of your death, or the  entire value of your benefits must be
distributed by December 31 of the fifth  year following the year of your  death.
If  your  Beneficiary  is  your spouse,  he  or  she is  not  required  to begin
distributions until the year you would have attained age 70 1/2. In no event may
payments extend beyond  the life  expectancy of  the Beneficiary  or any  period
certain  greater than  the Beneficiary's  life expectancy.  If no  elections are
made, no distributions will  be made. Failure  to commence distributions  within
the  above time periods can result in tax penalties. Regardless of the method of
payment, death benefit proceeds  will generally be taxed  to the Beneficiary  in
the same manner as if you had received those payments. (See "Tax Status.")
 
                                 ANNUITY PERIOD
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- --------------------------------------------------------------------------------
 
ANNUITY PERIOD ELECTIONS
 
    For  a governmental  plan, the Code  generally requires  that minimum annual
distributions of the Account Value must begin by April 1st of the calendar  year
following  the calendar year in which you attain age 70 1/2 or retire, whichever
is later. In addition, distributions must be in a form and amount sufficient  to
satisfy  the  Code  requirements. These  requirements  may be  satisfied  by the
election of certain Annuity Options. (See "Tax Status.")
 
    At least  30 days  prior to  the Annuity  Date, you  must notify  the  Aetna
Processing Office in writing of the following:
 
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                                       7
<PAGE>
- - the date on which you would like to start receiving annuity payments;
 
- - the  Annuity Option under  which you want  your payments to  be calculated and
  paid;
 
- - whether the  payments are  to  be made  monthly, quarterly,  semi-annually  or
  annually; and
 
   
- - the  investment  option(s) used  to provide  annuity  payments (i.e.,  a fixed
  annuity using the general account or  any of the Subaccounts available at  the
  time  of annuitization).  As of  the date  of this  Prospectus, Aetna Variable
  Fund, Aetna Income  Shares and Aetna  Investment Advisers Fund,  Inc. are  the
  only  Subaccounts available; however, additional  Subaccounts may be available
  under some Annuity Options in the future. (See "Annuity Options.")
    
 
ANNUITY OPTIONS
 
    You may choose one of the following Annuity Options:
 
LIFETIME ANNUITY OPTIONS:
 
- -OPTION 1--LIFE  ANNUITY--An annuity  with payments  ending on  the  Annuitant's
 death.
 
   
- -OPTION  2--LIFE  ANNUITY WITH  GUARANTEED PAYMENTS--  An annuity  with payments
 guaranteed for 5, 10, 15 or 20 years, or such other periods as the Company  may
 offer at the time of annuitization.
    
 
- -OPTION  3--LIFE INCOME BASED UPON  THE LIVES OF TWO  PAYEES--An annuity will be
 paid during  the lives  of the  Annuitant and  a second  Annuitant, with  100%,
 66 2/3% or 50% of the payment to continue after the first death, or 100% of the
 payment to continue at the death of the second Annuitant and 50% of the payment
 to continue at the death of the Annuitant.
 
- -OPTION  4--LIFE  INCOME BASED  UPON THE  LIVES OF  TWO PAYEES--An  annuity with
 payments for a  minimum of 120  months, with  100% of the  payment to  continue
 after the first death.
 
    If  Option 1 or 3  is elected, it is possible  that only one Annuity Payment
will be made if the Annuitant under  Option 1, or the surviving Annuitant  under
Option  3, should die prior to the due  date of the second Annuity Payment. Once
lifetime Annuity  payments  begin,  the  Annuitant cannot  elect  to  receive  a
lump-sum settlement.
 
NONLIFETIME ANNUITY OPTIONS:
 
- -OPTION  1--PAYMENTS  FOR  A SPECIFIED  PERIOD--  payments will  continue  for a
 specified period of time, as provided for under your Contract.
 
    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. For amounts held in the Fixed Plus Account,
the Annuity must  be paid on  a fixed basis  and payments may  be made for  6-30
years.  For  amounts  held in  the  Subaccounts or  the  Guaranteed Accumulation
Account, an annuity may be  selected on a fixed  or variable basis and  payments
may  be made for 3-30 years. If this  option is elected on a variable basis, the
Annuitant may request  at any time  during the payment  period that the  present
value  of all or any  portion of the remaining variable  payments be paid in one
sum.
 
   
    We may also offer additional Annuity  Options under your Contract from  time
to  time. The Company  expects to offer additional  Annuity Options and enhanced
versions of the  Annuity Options listed  above at some  time during 1996.  These
additional  Annuity Options and  enhanced versions of  the existing options will
have  additional  Subaccounts  available   and  will  allow  transfers   between
Subaccounts  during  the Annuity  Period.  (Additional Subaccounts  and transfer
capability are expected  during the  second half  of 1996.)  Such additional  or
enhanced options will be made available by an endorsement to the Contract, which
will  include the guaranteed annuity payout  rates and other terms applicable to
such options. (Depending on which guaranteed payout rates apply to the  existing
options,  the guaranteed payout rates  for the new and  enhanced options will be
the same or lower.) Please refer to  the Contract, or call the number listed  in
the  "Inquiries" section of  the Prospectus Summary,  to determine which options
are available and  the terms  of such  options. It  is not  expected that  these
additional  or enhanced options will be made available to those who have already
commenced receiving Annuity Payments.
    
 
ANNUITY PAYMENTS
 
    DURATION OF ANNUITY PAYMENTS.   Annuity Payments may  not extend beyond  (a)
the life of the Annuitant, (b) the joint lives of the Annuitant and Beneficiary,
(c)  a period  certain greater  than the Annuitant's  life expectancy,  or (d) a
period certain greater  than the joint  life expectancies of  the Annuitant  and
Beneficiary.
 
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                                       8
<PAGE>
    AMOUNT  OF EACH ANNUITY PAYMENT.  The  amount of each payment depends on how
you allocate your Account Value between fixed and variable payouts. No  election
may  be made that would result in the first Annuity Payment of less than $20, or
total yearly Annuity Payments of  less than $100. If  your Account Value on  the
Annuity  Date  is  insufficient  to  elect  an  option  for  the  minimum amount
specified, a lump-sum payment must be elected.
 
   
    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
selected (3 1/2% or 5% per annum). Selection of a 5% rate causes a higher  first
payment,  but Annuity Payments will increase  thereafter only to the extent that
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.  (See  the
Statement  of Additional  Information for  further discussion  on the  impact of
selecting an assumed net investment rate.)
    
 
CHARGES DEDUCTED DURING THE ANNUITY PERIOD
 
    We make a daily deduction for  mortality and expense risks from any  amounts
held  on  a variable  basis.  Therefore, electing  the  nonlifetime option  on a
variable basis will result in  a deduction being made  even though we assume  no
mortality  risk. We may  also deduct a daily  administrative expense charge from
amounts held under the variable options. (See "Charges and Deductions.")
 
DEATH BENEFIT PAYABLE DURING THE
ANNUITY PERIOD
 
    If an Annuitant dies  after Annuity Payments have  begun, any death  benefit
payable  will  depend  on the  terms  of  the Contract  and  the  Annuity Option
selected. If Option 1 or  Option 3 was elected,  Annuity Payments will cease  on
the  death  of  the Annuitant  under  Option 1  or  the death  of  the surviving
Annuitant under Option 3.
 
    If Lifetime Option 2 or Option 4 was elected and the death of the  Annuitant
under  Option 2, or the surviving Annuitant  under Option 4, occurs prior to the
end of the guaranteed minimum payment period, we will pay to the Beneficiary  in
a  lump sum,  unless otherwise  requested, the  present value  of the guaranteed
annuity payments remaining.
 
    If the nonlifetime  option was elected,  and the Annuitant  dies before  all
payments are made, the value of any remaining payments may be paid in a lump-sum
to the beneficiary (unless otherwise requested).
 
    If  the Annuitant dies after  Annuity payments have begun  and if there is a
death benefit payable under the Annuity option elected, the remaining value must
be distributed to  the 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  be made within  seven calendar days  after proof of  death
acceptable to us, and a request for payment are received at the Aetna Processing
Office.  Under Options 2 and 4, the value  of any death benefit proceeds will be
determined as of the  next Valuation Date after  we receive acceptable proof  of
death and a request for payment. Such value will be reduced by any payments made
after the date of death.
 
                                   TAX STATUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
INTRODUCTION
 
    The  following  provides a  general discussion  and is  not intended  as tax
advice. This discussion reflects the Company's understanding of current  federal
income  tax law. Such laws may change in the future, and it is possible that any
change could be retroactive (i.e., effective  prior to the date of the  change).
The  Company makes no guarantee  regarding the tax treatment  of any contract or
transaction involving a Contract. The ultimate effect of federal income taxes on
the amounts held  under a  Contract, on Annuity  Payments, and  on the  economic
benefit  to the Contract Holder, Participant  or Beneficiary may depend upon the
tax status of  the individual concerned.  Any person concerned  about these  tax
implications  should  consult  a  competent tax  adviser  before  initiating any
transaction.
 
TAXATION OF THE COMPANY
 
    The Company is taxed as a life  insurance company under the Code. Since  the
Separate  Account is  not an entity  separate from  the Company, it  will not be
taxed
 
- --------------------------------------------------------------------------------
                                       9
<PAGE>
separately as a "regulated investment company" under 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 interpretation 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.
 
CONTRACTS USED WITH CERTAIN
RETIREMENT PLANS
 
    IN GENERAL.  The  Contracts are designed to  provide retirement benefits  to
Participants  of the  SUNY Plan. Purchase  Payments made  under Sections 401(a),
414(h) and 403(b) of the Code are permitted under the Contracts.
 
    The Company makes no attempt to provide more than general information  about
use of the Contracts with the various types of retirement plans. Participants as
well  as  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,  in addition  to the  terms and  conditions of  the Contracts
issued in  connection with  such plans.  Some retirement  plans are  subject  to
limitations  on distribution and other requirements that are not incorporated in
the Contracts. Purchasers  are responsible for  determining that  contributions,
distributions  and  other transactions  with  respect to  the  Contracts satisfy
applicable laws,  and  should  consult  their  legal  counsel  and  tax  adviser
regarding the suitability of the Contract.
 
    MINIMUM DISTRIBUTION REQUIREMENTS.  The Code has required distribution rules
for  Section  403(b)  and 401(a)  plans.  Under 403(b)  plans,  distributions of
amounts held as  of December 31,  1986 must generally  begin by the  end of  the
calendar  year in which you attain age  75 or retire, if later. However, special
rules require that some  or all of  that balance be  distributed earlier if  any
distributions  are taken in excess of the minimum required amount. Distributions
under 401(a)  plans,  and  distributions  attributable  to  contributions  under
Section 403(b) plans made on or after January 1, 1987 (including any earnings on
the  entire Account Value after  that date), must generally  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.
 
    In general, annuity payments must be distributed over your life or the joint
lives  of you and your beneficiary, or over  a period not greater than your life
expectancy or the joint life expectancies of you and your beneficiary.
 
    If  you  die  after  the   required  minimum  distribution  has   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.  However, if  the
minimum  required distribution is calculated each year based on your single life
expectancy or  the joint  life expectancies  of you  and your  beneficiary,  the
regulations  for Code Section  401(a)(9) provide specific  rules for calculating
the minimum required distributions at your death. The rules are complex and  you
should  consult your  tax adviser before  electing the method  of calculation to
satisfy the minimum distribution requirements.
 
    If you  die before  the required  minimum distribution  has commenced,  your
entire  interest  must  be  distributed  by December  31  of  the  calendar year
containing the  fifth anniversary  of  the date  of your  death.  Alternatively,
payments  may be  made over  the life of  the beneficiary  or over  a period not
extending  beyond  the   life  expectancy  of   the  beneficiary  provided   the
distribution  begins by December 31 of  the calendar year following the calendar
year of your death. If the  Beneficiary is your spouse, distribution must  begin
by  the later of December 31 of the calendar year following the calendar year of
your death or December 31 of the calendar year in which you would have  attained
age 70 1/2.
 
    If you fail to receive the minimum required distribution for any tax year, a
50% excise tax is imposed on the required amount that was not distributed.
 
    TAXATION  OF DISTRIBUTIONS.   All  distributions will  be taxed  as they are
received unless you made a rollover contribution of the distribution to  another
plan  of the same type or to an individual retirement annuity/account ("IRA") in
accordance with the Code, or unless you have made after-tax contributions to the
plan, which are not
 
- --------------------------------------------------------------------------------
                                       10
<PAGE>
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 have 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 may be  provided
the  opportunity to elect not to  have tax withheld from distributions; however,
certain distributions from 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 separated from service with the
plan sponsor at or after age 55, (e) the distribution amount is rolled over into
another plan of the same type in accordance  with the terms of the Code, or  (f)
the  distribution amount  is made in  substantially equal  periodic payments (at
least annually) over your life  or life expectancy or  the joint lives or  joint
life  expectancies of you and your plan beneficiary, provided you have separated
from service with the plan sponsor. In addition, the penalty tax does not  apply
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.
 
    SECTION 403(B) PLANS.   Under Section 403(b),  contributions made by  public
school  systems to purchase annuity contracts  for their employees are generally
excludable from the gross income of the employee.
 
    Generally, no amounts accumulated under  the Contract will be taxable  prior
to  the time of  actual distribution. However,  the IRS has  stated in published
rulings that a  variable contract  owner, including  participants under  Section
403(b)  Plans, will be  considered the owner  of separate account  assets if the
owner possesses  incidents  of investment  control  over the  assets.  In  these
circumstances,  income  and  gains from  the  separate account  assets  would be
currently includable in the variable contract owner's gross income. The Treasury
announced that guidance would  be issued in the  future regarding the extent  to
which  owners  could direct  their investments  among Subaccounts  without being
treated as  owners of  the underlying  assets  of the  Separate Account.  It  is
possible  that the Treasury's position, when announced, may adversely affect the
tax treatment of existing contracts. The Company therefore reserves the right to
modify the Contract  as necessary  to attempt to  prevent the  owner from  being
considered the federal tax owner of the assets of the Separate Account.
 
    SECTION  401(A)  PLANS.    Section  401(a)  permits  corporate  employers to
establish various types  of retirement  plans for employees,  and permits  self-
employed  individuals  to  establish  various  types  of  retirement  plans  for
themselves and  for  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 except  to a
participant as a means to provide benefit payments.
 
    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 employer in accordance with Section 415 of the Code. This  limit
is  generally the lesser  of 25% of  your compensation or  $30,000. In addition,
Purchase Payments will be excluded from a Participant's gross income only if the
401(a) plan meets certain nondiscrimination requirements.
 
   
    SECTION  414(H)  PLANS.    Under  Section  414(h)  of  the  Code,  where   a
governmental  employer  "picks up"  plan  contributions otherwise  designated as
employee contributions, the contributions are treated as employer contributions.
The 414(h) contributions are excluded from the employee's taxable income and are
not subject to federal income tax withholding.
    
 
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                                       11
<PAGE>
                                 MISCELLANEOUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
DISTRIBUTION
 
    The Company will serve as the Principal 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.
 
   
    PAYMENT OF  COMMISSIONS.   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 an Account. The percentage amount will range from  1%
to  4% 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 the registered representative  responsible for your Account are
set forth in your enrollment  materials. Commissions and sales related  expenses
are  paid  by the  Company and  are  not deducted  from Purchase  Payments. (See
"Charges and Deductions.")
    
 
    THIRD PARTY COMPENSATION ARRANGEMENTS. 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.
 
DELAY OR SUSPENSION OF PAYMENTS
 
    The  Company reserves the right  to suspend or postpone  the date of payment
for any benefit or values (a) on any Valuation Date on which the New York  Stock
Exchange  ("Exchange")  is  closed  (other than  customary  weekend  and holiday
closings) or when trading on the  Exchange is restricted; (b) when an  emergency
exists,  as determined by  the SEC, so  that disposal of  securities held in the
Subaccounts is not reasonably practicable  or is not reasonably practicable  for
the  value of the Subaccount's  assets; or (c) during  such other periods as the
SEC may by order  permit for the protection  of investors. The conditions  under
which restricted trading or an emergency exists shall be determined by the rules
and regulations of the SEC.
 
PERFORMANCE REPORTING
 
   
    From  time to time, the Company  may advertise different types of historical
performance for  the  Subaccounts  of  the Separate  Account.  The  Company  may
advertise  the "standardized average  annual total returns"  of the Subaccounts,
calculated in a manner prescribed by  the SEC, as well as the  "non-standardized
returns."  "Standardized  average  annual total  returns"  and "non-standardized
average annual total  returns" are computed  according to a  formula in which  a
hypothetical  investment of $1,000 is applied to the Subaccount and then related
to the ending  redeemable values  over the most  recent one,  five and  ten-year
periods  (or  since  inception,  if  less  than  ten  years).  Standardized  and
non-standardized returns will  reflect the  reduction of  all recurring  charges
during   each  period  (e.g.,  mortality  and   expense  risk  charges  and  any
administrative expense charge).  The non-standardized figures  may also  include
monthly, quarterly, year-to-date or three-year periods.
    
 
    The   Company  may  also  advertise   certain  ratings,  rankings  or  other
information related  to  the Company,  the  Subaccounts or  the  Funds.  Further
details  regarding performance  reporting and  advertising are  described in the
Statement of Additional Information.
 
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                                       12
<PAGE>
VOTING RIGHTS
 
   
    In accordance with  the Company's view  of present applicable  law, it  will
vote the shares of each of the Funds held by the Separate Account at regular and
special  meetings of Fund shareholders  in accordance with instructions received
from persons having a voting interest in the Separate Account. Participants  and
Annuitants  have a fully  vested (100%) interest in  the benefits provided under
the Contract and may instruct SUNY how  to direct the Company to cast the  votes
for  the portion of the Account Value or valuation reserve attributable to their
Accounts. Currently, for  group contracts  used with Section  403(b) plans,  the
Company  obtains participant voting instructions directly from the participants,
subject to the receipt of authorization from the Contract Holder to accept  such
instructions.  The  Company  will vote  shares  for  which it  has  not received
instructions in the same proportion as it votes shares for which it has received
instructions.
    
 
    Each person having a  voting interest in the  Separate Account will  receive
periodic  reports relating to the Fund(s) in which he or she has an interest, as
well as any proxy  materials and a  form on which  to give voting  instructions.
Voting  instructions will be solicited by written communication at least 14 days
before such meeting. The number of votes to which each person may give direction
will be determined as of the record date set by the Fund.
 
    The number of votes which SUNY  or the Participant, as applicable, may  cast
during  the Accumulation Period is equal to  the portion of the Account Value 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.
 
MODIFICATION OF THE CONTRACT
 
    The  Company may change the Contract as required by federal or state law. In
addition, the Company may, upon 30  days written notice to the Contract  Holder,
make  other changes to  the Contracts that  would apply only  to individuals who
become Participants  under  that  Contract  after the  effective  date  of  such
changes.  If the Contract Holder does not agree to a change, no new Participants
will be covered under the Contract. Certain changes will require the approval of
appropriate state or federal regulatory authorities.
 
TRANSFER OF OWNERSHIP; ASSIGNMENT
 
    No assignment of a Contract will be binding on us unless made in writing and
sent to  us at  our Aetna  Processing Office.  The Company  will use  reasonable
procedures  to confirm that the  assignment is authentic, including verification
of signature. If the Company fails to follow its procedures, it would be  liable
for any losses to you directly resulting from the failure. Otherwise, we are not
responsible  for  the validity  of any  assignment. The  rights of  the Contract
Holder and the interest of the Annuitant and any Beneficiary will be subject  to
the rights of any assignee of record.
 
LEGAL MATTERS AND PROCEEDINGS
 
    The  Company knows  of no  material legal  proceedings pending  to which the
Separate Account or the Company is a party or which would materially affect  the
Separate  Account. The validity of the securities offered by this Prospectus has
been passed upon by Susan E. Bryant, Esq., Counsel to the Company.
 
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                                       13
<PAGE>
                                CONTENTS OF THE
                      STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
The Statement of  Additional Information contains  more specific information  on
the  Separate Account and the  Contract, as well as  the financial statements of
the Separate Account and the Company. A list  of the contents of the SAI is  set
forth below:
 
General Information and History
Variable Annuity Account C
Offering and Purchase of Contracts
Performance Data
  General
  Average Annual Total Return Quotations
Annuity Payments
Sales Material and Advertising
Independent Auditors
Financial Statements of the Separate Account
Financial Statements of the Company
 
- --------------------------------------------------------------------------------
                                       14
<PAGE>
                                   APPENDIX I
                        GUARANTEED ACCUMULATION ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
   
THE  GUARANTEED  ACCUMULATION  ACCOUNT  ("GAA") IS  A  CREDITED  INTEREST OPTION
AVAILABLE DURING THE ACCUMULATION PERIOD  UNDER THE CONTRACTS DISCUSSED IN  THIS
PROSPECTUS.  AMOUNTS ALLOCATED TO LONG-TERM CLASSIFICATIONS OF GAA ARE HELD IN A
NONINSULATED, NONUNITIZED  SEPARATE  ACCOUNT. AMOUNTS  ALLOCATED  TO  SHORT-TERM
CLASSIFICATIONS  OF GAA ARE HELD IN THE COMPANY'S GENERAL ACCOUNT. THIS APPENDIX
IS A SUMMARY  OF GAA  AND IS  NOT INTENDED TO  REPLACE THE  GAA PROSPECTUS.  YOU
SHOULD READ THE ACCOMPANYING GAA PROSPECTUS CAREFULLY BEFORE INVESTING.
    
 
    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 for one year. This option guarantees the minimum interest
rate specified in the Contract.
 
    During a specified  period of time  (the "deposit period"),  amounts may  be
applied  to  any or  all available  Guaranteed Terms  within the  Short-Term and
Long-Term classifications. Short-Term GAA has Guaranteed Terms from one to three
years, and Long-Term GAA has Guaranteed Terms from three to ten years.
 
    Purchase Payments must remain in GAA for the full Guaranteed Term to receive
the quoted  interest rates.  Withdrawals  or transfers  from a  Guaranteed  Term
before  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  investments
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
which 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  other  available
investment  options,  or  (c) withdrawn.  Amounts  withdrawn may  be  subject to
federal tax penalties or mandatory income tax withholding.
 
    By notifying us at least 30 days prior to the Annuity Date, you may elect  a
variable  annuity  and  have  amounts  that  have  been  accumulating  under GAA
transferred to  one or  more of  the Subaccounts  available during  the  Annuity
Period. GAA cannot be used as an investment option during the Annuity Period.
 
MORTALITY AND EXPENSE RISK CHARGES
 
    We  make no  deductions from  the credited  interest rate  for mortality and
expense risks; these risks are considered in determining the credited rate.
 
TRANSFERS
 
    Transfers are permitted among Guaranteed Terms. However, amounts applied  to
GAA  may not be transferred  to another Guaranteed Term of  GAA, or to any other
Subaccount or credited interest option available under the Contract, during  the
deposit  period or the  90 days after the  close of the  deposit period. We will
apply an MVA to transfers made before the end of a Guaranteed Term, unless  such
transfer is due to the maturity of the Guaranteed Term.
 
REINVESTMENT PRIVILEGE
 
    If  amounts are withdrawn from  GAA and reinvested, they  will be applied to
the current deposit period. Amounts  are proportionately reinvested 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.
 
- --------------------------------------------------------------------------------
                                       15
<PAGE>
                                  APPENDIX II
                               FIXED PLUS ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
THE FOLLOWING SUMMARIZES MATERIAL INFORMATION CONCERNING THE FIXED PLUS ACCOUNT.
AMOUNTS ALLOCATED TO THE  FIXED PLUS ACCOUNT ARE  HELD IN THE COMPANY'S  GENERAL
ACCOUNT  THAT SUPPORTS GENERAL  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 THE
PROSPECTUS REGARDING THE FIXED PLUS ACCOUNT, MAY, HOWEVER, BE SUBJECT TO CERTAIN
GENERALLY APPLICABLE PROVISIONS OF THE  FEDERAL SECURITIES LAWS RELATING TO  THE
ACCURACY  AND  COMPLETENESS  OF  SUCH STATEMENTS.  DISCLOSURE  IN  THIS APPENDIX
REGARDING THE FIXED PLUS ACCOUNT HAS NOT BEEN REVIEWED BY THE SEC.
 
    The Fixed  Plus Account  guarantees  the minimum  Fixed Plus  interest  rate
specified  in the Contract. The  Company may credit a  higher interest rate from
time to time. The current rate is subject to change at any time, but will  never
fall below the guaranteed minimum. 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
the Fixed Plus Account, the Company assumes the risk of investment gain or  loss
by guaranteeing Account 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  in 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 Account  for Accounts that have
not reached their tenth anniversary.
 
FIXED PLUS ACCOUNT WITHDRAWALS
 
    The amount eligible for partial withdrawal is 20% of the amount held in  the
Fixed  Plus  Account on  the  day a  written request  is  received at  the Aetna
Processing Office.  Such  amount will  be  reduced  by any  Fixed  Plus  Account
withdrawals, transfers or annuitizations made during the prior 12 months.
 
    If a full withdrawal is requested, we will pay any amounts held in the Fixed
Plus Account, with interest, in five annual payments equal to:
 
1.    One-fifth of  the  Fixed Plus  Account  Value on  the  day the  request is
    received, reduced  by  any  Fixed Plus  Account  withdrawals,  transfers  or
    annuitizations made during the prior 12 months;
 
2.  One-fourth of the remaining Fixed Plus Account Value 12 months later;
 
3.  One-third of the remaining Fixed Plus Account Value 12 months later;
 
4.  One-half of the remaining Fixed Plus Account Value 12 months later; and
 
5.  The balance of the Fixed Plus Account Value 12 months later.
 
    Once  we receive a request for a  full withdrawal, 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 withdrawal  provision
and  pay the Account Value in a lump sum if a full withdrawal is made (a) due to
the Participant's death before the Annuity Date;  (b) due to the election of  an
Annuity  option; (c) if the  Fixed Plus Account value is  $3,500 or less and the
amount withdrawn is to be transferred to
 
- --------------------------------------------------------------------------------
                                       16
<PAGE>
another investment program under the SUNY Plan and no withdrawals, transfers  or
annuitizations  have been made from  the Account within the  prior 12 months; or
(d) when the Account Value is $4,000 or less and the amount withdrawn is paid to
the Participant in a lump sum.
 
ALTERNATIVE PAYMENT OF CONTRACT SURRENDER VALUE
 
    As an alternative  to the  payment of  Fixed Plus  Account Values  described
above,  the  Contract Holder  may elect  the following.  If the  Contract Holder
intends to surrender the entire Contract,  the Company must be notified of  such
intent  no less than  60 days prior  to the proposed  withdrawal date. Within 30
days of its receipt of such notice, the Company will supply the Contract  Holder
with  the  specific period  and interest  rate  that would  apply to  a complete
surrender of the Contract under option (b) below. The Contract Holder must  then
irrevocably  elect,  in writing,  to receive  the total  of all  current Account
Values invested in  the Fixed Plus  Account in either  (a) the manner  described
under  "Fixed Plus Account Withdrawals" above; or (b) level, annual payments for
a period not to exceed ten years.
 
    If alternative  (b) is  elected, the  interest credited  to the  Fixed  Plus
Account may be reduced up to 1.5% from the interest rate being credited upon the
date  of  withdrawal. This  interest rate  will  remain constant  throughout the
payment period.
 
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 we receive a written request,
reduced by any Fixed Plus Account withdrawals, transfers or annuitizations  made
during  the prior 12 months. The 20% limit  on transfers will be waived when the
value in the Fixed Plus Account is $1,000 or less.
 
    By notifying us at the Aetna Processing  Office at least 30 days before  the
Annuity  Date, you may elect to have  amounts which have been accumulating under
the Fixed Plus Account transferred to  one or more of the Subaccounts  available
during the Annuity Period to provide lifetime variable Annuity Payments.
 
- --------------------------------------------------------------------------------
                                       17
<PAGE>
                          FOR MASTER APPLICATIONS ONLY
 
    I  HEREBY ACKNOWLEDGE RECEIPT OF  AN ACCOUNT C STATE  UNIVERSITY OF NEW YORK
"SUNY" GROUP DEFERRED VARIABLE ANNUITY PROSPECTUS DATED MAY 1, 1996, AS WELL  AS
ALL CURRENT PROSPECTUSES PERTAINING TO THE VARIABLE INVESTMENT OPTIONS AVAILABLE
UNDER THE CONTRACTS.
 
- ---- PLEASE  SEND AN  ACCOUNT C  STATEMENT OF  ADDITIONAL INFORMATION  (FORM NO.
     81216(S)-2) DATED MAY 1, 1996.
 
- --------------------------------------------------------------------------------
 
                          CONTRACT HOLDER'S SIGNATURE
 
- --------------------------------------------------------------------------------
 
                                      DATE
 
81216-2 (5/96)
 
- --------------------------------------------------------------------------------
<PAGE>

- --------------------------------------------------------------------------------
                           VARIABLE ANNUITY ACCOUNT C
                                       OF
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY
- --------------------------------------------------------------------------------

   
             STATEMENT OF ADDITIONAL INFORMATION DATED  MAY 1, 1996
    
   
                   Group Variable Annuity Contracts issued to
 The State University of New York ("SUNY") Defined Contribution Retirement Plan
    


   
This Statement of Additional Information is not a prospectus and should be 
read in conjunction with the current prospectus for Variable Annuity Account 
C (the "Separate Account") dated May 1, 1996 describing contracts issued in 
connection with the Defined Contribution Plan for the State University of New 
York.
    

A free prospectus is available upon request from the local Aetna Life 
Insurance and Annuity Company office or by writing to or calling:

                             Aetna Processing Office
                                 P.O. Box 12894
                          Albany, New York  12212-2894
                                 1-800-677-4636

Read the prospectus before you invest. Unless otherwise indicated, terms used 
in this Statement of Additional Information shall have the same meaning as in 
the prospectus.

                                TABLE OF CONTENTS

                                                                        Page

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 . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
Sales Material and Advertising . . . . . . . . . . . . . . . . . . . .   6
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . .   7
Financial Statements of the Separate Account . . . . . . . . . . . . .   S-1
Financial Statements of Aetna Life Insurance and Annuity Company . . .   F-1

<PAGE>

                         GENERAL INFORMATION AND HISTORY

   
Aetna Life Insurance and Annuity Company (the "Company") is a stock life
insurance company which was organized under the insurance laws of the State of
Connecticut in 1976.  Through a merger, it succeeded to the business of Aetna
Variable Annuity Life Insurance Company (formerly Participating Annuity Life
Insurance Company organized in 1954). As of December 31, 1995, the Company had
assets of $27.1 billion (subject to $25.5 billion of customer and other
liabilities, $1.6 billion of shareholder equity) which includes $11 billion in
assets held in the Company's separate accounts.  The Company had $22 billion in
assets under management, including $8 billion in its mutual funds.  As of
December 31, 1994, it ranked among the top 2% of all U.S. life insurance
companies by size.  The Company is a wholly owned subsidiary of Aetna Retirement
Holdings, Inc., which is in turn a wholly owned subsidiary of Aetna Retirement
Services, Inc. and an indirect wholly owned subsidiary of Aetna Life and
Casualty Company.  The Company is engaged in the business of issuing life
insurance policies and annuity contracts in all states of the United States.
The Company's Home Office is located at 151 Farmington Avenue, Hartford,
Connecticut 06156.
    

In addition to serving as the principal underwriter and the depositor for the
Separate Account, the Company is also a registered investment adviser under the
Investment Advisers Act of 1940, and a registered broker-dealer under the
Securities Exchange Act of 1934.  The Company provides investment advice to
several of the registered management investment companies offered as variable
investment options under the Contracts funded by the Separate Account (see
"Variable Annuity Account C" below).

The Company has established the Aetna Processing Office to provide
administrative support to the Contract Holder and Participants of the State
University of New York Defined Contribution Retirement Plan ("SUNY").  This
office will handle enrollments, billing, transfers, redemptions, and inquiries
for all SUNY Contract Holders and Participants.  All forms and correspondence
should be sent to the address listed on the cover of this Statement of
Additional Information.

   
Other than the mortality and expense risk charges and administrative expense
charge, if any, described in the prospectus, all expenses incurred in the
operations of the Separate Account are borne by the Company.  (See "Charges and
Deductions" in the prospectus.)  The Company receives reimbursement for certain
administrative costs from some unaffiliated sponsors of the Funds used as
funding options under the Contract.  These fees generally range up to 0.25%.
    

   
The assets of the Separate Account are held by the Company.  The Separate
Account has no custodian. However, the  Funds in whose shares the assets of the
Separate Account are invested each have custodians, as discussed in their
respective prospectuses.
    

                           VARIABLE ANNUITY ACCOUNT C

   
Variable Annuity Account C (the "Separate Account") is a separate account
established by the Company for the purpose of funding variable annuity contracts
issued by the Company.  The Separate Account is registered with the Securities
and Exchange Commission as a unit investment trust under the Investment Company
Act of 1940, as amended.  The assets of each of the Subaccounts of the Separate
Account will be invested exclusively in shares of the Funds described in the
Prospectus.  Purchase Payments made under the Contract may be allocated to one
or more of the Subaccounts.  The Company may make additions to or deletions from
available investment options as permitted by law.  The availability of the Funds
is subject to applicable regulatory authorization.  The Funds currently
available under the Contract are as follows:
    

                                        2

<PAGE>

<TABLE>

<S>                                              <C>
Aetna Variable Fund                              Franklin Government Securities Trust
Aetna Income Shares                              Janus Aspen Aggressive Growth Portfolio
Aetna Variable Encore Fund                       Janus Aspen Growth Portfolio
Aetna Investment Advisers Fund, Inc.             Janus Aspen Short-Term Bond Portfolio
Alger American Growth Portfolio                  Janus Aspen Worldwide Growth Portfolio
Alger American Small Cap Portfolio               Lexington Emerging Markets Fund, Inc.
Calvert Responsibly Invested Balanced Portfolio  Lexington Natural Resources Trust
Fidelity VIP II Asset Manager Portfolio          Neuberger & Berman Growth Portfolio
Fidelity VIP II Contrafund Portfolio             Scudder International Portfolio Class A Shares
Fidelity VIP II Index 500 Portfolio              TCI Growth
Fidelity VIP Equity-Income Portfolio
</TABLE>


Complete descriptions of each of the Funds, including their investment  
objectives, policies, risks and fees and expenses, is contained in the 
prospectuses and statements of additional information for each of the Funds.

                         OFFERING AND PURCHASE OF CONTRACTS

   
The Company is both the depositor and the principal underwriter for the 
securities sold by the prospectus.  The Company offers the Contracts through 
life insurance agents licensed to sell variable annuities who are registered 
representatives of the Company or of other registered broker-dealers who have 
sales agreements with the Company.  The offering of the Contracts is 
continuous.  A description of the manner in which Contracts are purchased may 
be found in the prospectus under the sections titled "Purchase" and "Contract 
Valuation."
    

                                  PERFORMANCE DATA

GENERAL

   
From time to time, the Company may advertise different types of historical 
performance for the Subaccounts of the Separate Account available under the 
Contracts issued by the Company in connection with Plans described in the 
Prospectus.  The Company may advertise the "standardized average annual total 
returns," calculated in a manner prescribed by the Securities and Exchange 
Commission (the "standardized return"), as well as "non-standardized 
returns," calculated in an identical manner but including additional periods. 
    

   
The standardized and non-standardized total return figures are computed 
according to a formula in which a hypothetical initial Purchase Payment of 
$1,000 is applied to the various Subaccounts under the Contract, and then 
related to the ending redeemable values over one, five and ten year periods 
(or fractional periods thereof).  The standardized and non-standardized 
figures reflect the deduction of all recurring charges during each period 
(e.g., mortality and expense risk charges and any applicable administrative 
expense charges).  These charges will be deducted on a pro rata basis in the 
case of fractional periods.  The non-standardized figures may be computed to 
include monthly, quarterly, year-to-date and three-year periods.
    

   
If a Fund was in existence prior to the date it became available under the 
Contract, standardized and non-standardized total returns may include periods 
prior to such date. These figures are calculated by
    

                                          3

<PAGE>

adjusting the actual returns of the Fund to reflect the charges that would 
have been assessed under the Contract had that Fund been available under the 
Contract during that period.

   
Investment results of the Subaccounts will fluctuate over time, and any 
presentation of the Subaccounts' total return quotations for any prior period 
should not be considered as a representation of how the Subaccounts will 
perform in any future period.  Additionally, the Account Value upon 
redemption may be more or less than your original cost.
    

AVERAGE ANNUAL TOTAL RETURN QUOTATIONS - STANDARDIZED AND NON-STANDARDIZED

   
The table below reflects the average annual standardized and non-standardized 
total return quotation figures for the period ended December 31, 1995 for the 
Subaccounts under the Contract issued by the Company.  For those Subaccounts 
where results are not available for the full calendar period indicated, the 
percentage shown is an average annual return since inception (denoted with 
an *).
    

   
<TABLE>
<CAPTION>



                                                 STANDARDIZED                      NON-STANDARDIZED                  FUND
                                                 ------------                   ---------------------              INCEPTION
             SUBACCOUNT                   1 Year    5 Years  10 Years   1 Year    3 Years   5 Years  10 Years        DATE
             ----------                   ------    -------  --------   ------    -------   -------  --------      ---------
<S>                                       <C>       <C>      <C>        <C>       <C>       <C>      <C>           <C>
Aetna Variable Fund                       30.61%    12.11%    12.30%    30.61%    10.43%    12.11%    12.30%       04/30/75

Aetna Income Shares                       16.78%     8.51%     8.52%    16.78%     6.32%     8.51%     8.52%       06/01/78

Aetna Variable Encore Fund                 4.74%     3.40%     4.92%     4.74%     3.14%     3.40%     4.92%       09/01/75

Aetna Investment Advisers Fund, Inc.      25.65%    10.50%     9.39%*   25.65%    10.30%    10.50%     9.39%*      06/23/89

Alger American Growth Portfolio           34.76%    20.23%    17.97%*   34.76%    17.75%    20.23%    17.97%*      01/08/89

Alger American Small Cap Portfolio        42.53%    19.11%    21.09%*   42.53%    14.64%    19.11%    21.09%*      09/21/88

Calvert Responsibly Invested Balanced
Portfolio                                 28.31%     9.83%     8.71%*   28.31%     9.36%     9.83%     8.71%*      09/04/86

Fidelity VIP II Asset Manager Portfolio   15.51%    11.37%     9.88%*   15.51%     8.66%    11.37%     9.88%*      09/06/89

Fidelity VIP II Contrafund Portfolio      37.94%*     n/a       n/a     37.94%*     n/a       n/a       n/a        01/03/95

Fidelity VIP II Index 500 Portfolio       35.53%    14.03%*     n/a     35.53%    13.59%    14.03%*     n/a        08/27/92

Fidelity VIP Equity-Income Portfolio      33.55%    19.82%    11.99%*   33.55%    18.13%    19.82%    11.99%*      10/22/86

Franklin Government Securities Trust      16.24%     7.40%     7.89%*   16.24%     5.49%     7.40%     7.89%*      05/30/89

Janus Aspen Aggressive Growth Portfolio   25.91%    26.02%*     n/a     25.91%    26.02%*     n/a       n/a         9/13/93

Janus Aspen Growth Portfolio              28.19%    13.63%*     n/a     28.19%    13.63%*     n/a       n/a        09/13/93

Janus Aspen Short-Term Bond Portfolio      7.89%     3.18%*     n/a      7.89%     3.18%*     n/a       n/a        09/13/93


                                        4

<PAGE>



<CAPTION>
                                                 STANDARDIZED                      NON-STANDARDIZED                  FUND
                                                 ------------                   ---------------------              INCEPTION
             SUBACCOUNT                   1 Year    5 Years  10 Years   1 Year    3 Years   5 Years  10 Years        DATE
             ----------                   ------    -------  --------   ------    -------   -------  --------      ---------
<S>                                       <C>       <C>      <C>        <C>       <C>       <C>      <C>           <C>
Janus Aspen Worldwide Growth Portfolio    25.83%    19.19%*     n/a     25.83%    19.19%*     n/a       n/a        09/13/93

Lexington Emerging Markets Fund, Inc.     (5.12%)   (3.18%)*    n/a     (5.12%)   (3.18%)*    n/a       n/a        03/31/94

Lexington Natural Resources Trust         15.41%     5.03%*     n/a     15.41%     5.72%     5.03%*     n/a        10/14/91

Neuberger & Berman Growth Portfolio       30.09%    12.28%    10.77%    30.09%     8.80%    12.28%    10.77%       12/31/85

Scudder International Portfolio
Class A Shares                             9.74%     9.03%     8.03%*    9.74%    13.52%     9.03%     8.03%*       05/01/87

TCI Growth                                29.47%    13.49%    11.46%*   29.47%    11.28%    13.49%    11.46%*      11/20/87
</TABLE>
    


Please refer to the discussion preceding the Tables for an explanation of the
charges included in the Standardized and Non-Standardized figures.  These
figures represent historical performance and should not be considered a
projection of future performance.

                                ANNUITY PAYMENTS
   
When Annuity payments are to begin, the value of the Account is determined using
Accumulation Unit values as of the tenth Valuation Date before the first Annuity
payment is due. Such value (less any applicable premium tax) is applied to
provide an Annuity in accordance with the Annuity and investment options
elected.
    

The Annuity option tables found in the Contract show, for each form of Annuity,
the amount of the first Annuity payment for each $1,000 of value applied.
Thereafter, variable Annuity payments fluctuate as the Annuity Unit value(s)
fluctuates with the investment experience of the selected investment option(s).
The first payment and subsequent payments also vary depending on the assumed net
investment rate selected (3.5% or 5% per annum).  Selection of a 5% rate causes
a higher first payment, but Annuity payments will increase thereafter only to
the extent that the net investment rate increases by more than 5% on an annual
basis. Annuity payments would decline if the rate failed to increase by 5%. Use
of the 3.5% 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.

   
When the Annuity Period begins, the Annuitant is credited with a fixed number of
Annuity Units (which does not change thereafter) in each of the designated
investment options. This number is calculated by dividing (a) by (b), where (a)
is the amount of the first Annuity payment based on a particular investment
option, and (b) is the then current Annuity Unit value for that investment
option. As noted, Annuity Unit values fluctuate from one Valuation Date to the
next; such fluctuations reflect changes in the net investment factor for the
appropriate Subaccount(s) (with a ten Valuation Date lag which gives the Company
time to process Annuity payments) and a mathematical adjustment which offsets
the assumed net investment rate of 3.5% or 5% per annum.
    

The operation of all these factors can be illustrated by the following
hypothetical example. These procedures will be performed separately for the
investment options selected during the Annuity Period.

EXAMPLE:

                                        5

<PAGE>

   
Assume that, at the date Annuity payments are to begin, there are 3,000
Accumulation Units credited under a particular Contract or Account and that the
value of an Accumulation Unit for the tenth Valuation Date prior to retirement
was $13.650000. This produces a total value of $40,950.
    

Assume also that no premium tax is payable and that the Annuity table in the
Contract provides, for the option elected, a first monthly variable Annuity
payment of $6.68 per $1000 of value applied; the Annuitant's first monthly
payment would thus be 40.950 multiplied by $6.68, or $273.55.

   
Assume then that the value of an Annuity Unit for the Valuation Date on which
the first payment was due was $13.400000. When this value is divided into the
first monthly payment, the number of Annuity Units is determined to be 20.414.
The value of this number of Annuity Units will be paid in each subsequent month.
    

   
If the net investment factor with respect to the appropriate Subaccount is
1.0015000 as of the tenth Valuation Date preceding the due date of the second
monthly payment, multiplying this factor by .9999058* (to neutralize the assumed
net investment rate of 3.5% per annum built into the number of Annuity Units
determined above) produces a result of 1.0014057. This is then multiplied by the
Annuity Unit value for the prior Valuation Date (assume such value to be
$13.504376) to produce an Annuity Unit value of $13.523359 for the Valuation
Date on which the second payment is due.
    

The second monthly payment is then determined by multiplying the number of
Annuity Units by the current Annuity Unit value, or 20.414 times $13.523359,
which produces a payment of $276.07.

*If an assumed net investment rate of 5% is elected, the appropriate factor to
neutralize such assumed rate would be .9998663.

   
                         SALES MATERIAL AND ADVERTISING
    

The Company may include hypothetical illustrations in its sales literature that
explain the mathematical principles of dollar cost averaging, compounded
interest, tax deferred accumulation, and the mechanics of variable annuity
contracts.  The Company may also discuss the difference between variable annuity
contracts and other types of savings or investment products, including, but not
limited to, personal savings accounts and certificates of deposit.

   
We may distribute sales literature that compares the percentage change in
Accumulation Unit values for any of the Subaccounts to established market
indices 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 Subaccount
being compared.
    

   
We may publish in advertisements and reports, 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.
    

                                        6

<PAGE>

The Company may provide in advertising, sales literature, periodic publications
or other materials information on various topics of interest to current and
prospective Contract Holders or Participants.  These topics may include the
relationship between sectors of the economy and the economy as a whole and its
effect on various securities markets, investment strategies and techniques (such
as value investing, market timing, dollar cost averaging, asset allocation,
constant ratio transfer and account rebalancing), the advantages and
disadvantages of investing in tax-deferred and taxable investments, customer
profiles and hypothetical purchase and investment scenarios, financial
management and tax and retirement planning, and investment alternatives to
certificates of deposit and other financial instruments, including comparison
between the Contracts and the characteristics of and market for such financial
instruments.

                              INDEPENDENT AUDITORS

KPMG Peat Marwick LLP, CityPlace II, Hartford, Connecticut  06103-4103, are the
independent auditors for the Separate Account and for the Company.  The services
provided to the Separate Account include primarily the examination of the
Separate Account's financial statements and the review of filings made with the
SEC.

                                        7
<PAGE>

                              FINANCIAL STATEMENTS


                           VARIABLE ANNUITY ACCOUNT C


                                      INDEX


Independent Auditors' Report . . . . . . . . . . . . .  S-2
Statement of Assets and Liabilities. . . . . . . . . .  S-3
Statement of Operations. . . . . . . . . . . . . . . .  S-8
Statements of Changes in Net Assets. . . . . . . . . .  S-9
Notes to Financial Statements  . . . . . . . . . . . .  S-10
Condensed Financial Information. . . . . . . . . . . .  S-12


                                       S-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

The Board of Directors of Aetna Life Insurance and Annuity Company and
      Contract Owners of Variable Annuity Account C:

We have audited the accompanying statement of assets and liabilities of Aetna 
Life Insurance and Annuity Company Variable Annuity Account C (the "Account") 
as of December 31, 1995, and the related statement of operations for the year 
then ended, statements of changes in net assets for each of the years in the 
two-year period then ended and condensed financial information for the year 
ended December 31, 1995.  These financial statements and condensed financial 
information are the responsibility of the Account's management.  Our 
responsibility is to express an opinion on these financial statements and 
condensed financial information based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements and 
condensed financial information are free of material misstatement.  An audit 
includes examining, on a test basis, evidence supporting the amounts and 
disclosures in the financial statements.  Our procedures included 
confirmation of securities owned as of December 31, 1995, by correspondence 
with the custodian.  An audit also includes assessing the accounting 
principles used and significant estimates made by management, as well as 
evaluating the overall financial statement presentation.  We believe that our 
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and condensed financial information 
referred to above present fairly, in all material respects, the financial 
position of the Aetna Life Insurance and Annuity Company Variable Annuity 
Account C as of December 31, 1995, the results of its operations for the year 
then ended, changes in its net assets for each of the years in the two-year 
period then ended and condensed financial information for the year ended 
December 31, 1995 in conformity with generally accepted accounting principles.



                                                           KPMG Peat Marwick LLP

Hartford, Connecticut
February 16, 1996


                                         S-2

<PAGE>

VARIABLE ANNUITY ACCOUNT C

STATEMENT OF ASSETS AND LIABILITIES - December 31, 1995
<TABLE>
<CAPTION>

ASSETS:
<S>                                                                                                         <C>
Investments, at net asset value: (Note 1)
  Aetna Variable Fund; 135,944,293 shares at $29.06 per share (cost $3,682,373,523)....................     $3,949,941,096
  Aetna Income Shares; 29,688,857 shares at $13.00 per share (cost $382,776,733).......................        386,007,595
  Aetna Variable Encore Fund; 17,318,377 shares at $13.30 per share (cost $221,087,268) ...............        230,291,686
  Aetna Investment Advisers Fund, Inc.; 49,855,715 shares at $14.50 per share
    (cost $600,395,092) ...............................................................................        723,017,695
  Aetna GET Fund, Series B; 5,897,397 shares at $12.40 per share (cost $59,712,454)....................         73,136,258
  Aetna Ascent Variable Portfolio; 454,714 shares at $10.80 per share (cost $4,803,331)................          4,908,736
  Aetna Crossroads Variable Portfolio; 341,591 shares at $10.74 per share (cost $3,599,790)............          3,668,757
  Aetna Legacy Variable Portfolio; 180,468 shares at $10.64 per share (cost $1,883,466)................          1,919,680
  Alger American Funds:
    Alger American Growth Portfolio; 1,234,082 shares at $31.16 per share  (cost
    $38,739,937).......................................................................................         38,454,000
    Alger American Small Capitalization Portfolio; 6,121,453 shares at $39.41 per share
    (cost $203,207,523)................................................................................        241,246,447
  Calvert Responsibly Invested Balanced Portfolio; 16,846,014 shares at $1.70 per share
     (cost $26,512,853)................................................................................         28,688,761
  Fidelity Investments Variable Insurance Products Funds:
    Equity-Income Portfolio; 1,973,219 shares at $19.27 per share (cost $35,264,252)...................         38,023,939
    Growth Portfolio; 949,237 shares at $29.20 per share (cost $27,212,340)............................         27,717,728
    Overseas Portfolio; 218,122 shares at $17.05 per share (cost $3,555,791)...........................          3,718,987
  Fidelity Investments Variable Insurance Products Funds II -
    Asset Manager Portfolio; 910,080 shares at $15.79 per share (cost $12,839,173).....................         14,370,158
    Contrafund Portfolio; 2,202,984 shares at $13.78 per share (cost $30,071,951) .....................         30,357,117
    Index 500 Portfolio; 45,055 shares at $75.71 per share (cost $3,187,279) ..........................          3,411,144
  Franklin Government Securities Trust; 1,651,095 shares at $13.35 per share
     (cost $21,210,874)  ..............................................................................         22,042,115
  Janus Aspen Series -
    Aggressive Growth Portfolio; 5,116,845 shares at $17.08 per share (cost $74,304,318)...............         87,395,716
    Balanced Portfolio; 115,516 shares at $13.03 per share (cost $1,444,640)...........................          1,505,170
    Flexible Income Portfolio; 347,266 shares at $11.11 per share (cost $3,690,542)....................          3,858,123
    Growth Portfolio; 376,690 shares at $13.45 per share (cost $4,920,509).............................          5,066,487
    Short-Term Bond Portfolio; 54,258 shares at $10.03 per share (cost $544,564).......................            544,210
    Worldwide Growth Portfolio; 1,048,130 shares at $15.31 per share (cost $15,260,366)................         16,046,863
  Lexington Emerging Markets Fund, Inc.; 329,323 shares at $9.38 per share (cost $3,135,164) ..........          3,089,046
  Lexington Natural Resources Trust; 1,257,565 shares at $11.30 per share (cost $12,932,744) ..........         14,210,484
  Neuberger & Berman Advisers Management Trust - Growth Portfolio; 3,460,773 shares
     at $25.86 per share (cost $77,838,858)............................................................         89,495,579
  Scudder Variable Life Investment Fund - International Portfolio; 13,936,090 shares
     at $11.82 per share (cost $151,941,144).................................. ........................        164,724,583
  TCI Portfolios, Inc. - TCI Growth; 35,261,982 shares at $12.06 per share (cost $333,587,996) ........        425,259,499
NET ASSETS ............................................................................................      6,632,117,659
                                                                                                             --------------
                                                                                                             --------------
</TABLE>
                                       S-3
<PAGE>

Net assets represented by:

<TABLE>
<CAPTION>
                                                                                                  Accumulation
                                                                                                      Unit    
                                                                                     Units           Value    
<S>                                                                           <C>                 <C>               <C>
Reserves for annuity contracts in accumulation and payment period:
AETNA VARIABLE FUND:
  Qualified I .....................................................              549,055.7            $180.879         $99,312,649
  Qualified III ...................................................            6,364,000.3             137.869         877,395,210
  Qualified IV ....................................................                  269.0              83.646              22,498
  Qualified V .....................................................              121,691.2              14.113           1,717,411
  Qualified VI ....................................................          188,964,022.4              14.077       2,660,123,261
  Qualified VII ...................................................            9,779,134.6              13.247         129,544,460
  Qualified VIII ..................................................               20,835.7              13.074             272,413
  Qualified IX ....................................................               21,417.9              12.935             277,043
  Qualified X (1.15)...............................................              273,578.4              14.108           3,859,670
  Qualified X (1.25)...............................................            2,370,233.5              14.077          33,366,740
  Reserves for annuity contracts in payment period (Note 1)........                                                    144,049,741
AETNA INCOME SHARES:
  Qualified I .....................................................               72,902.0              47.405           3,455,895
  Qualified III ...................................................            2,377,621.8              46.913         111,541,104
  Qualified V .....................................................               20,427.2              12.283             250,918
  Qualified VI ....................................................           21,379,975.5              12.098         258,665,226
  Qualified VII ...................................................              185,030.5              11.176           2,067,926
  Qualified VIII ..................................................                1,090.6              11.143              12,153
  Qualified IX ....................................................                3,580.8              11.203              40,116
  Qualified X (1.15)...............................................               50,261.1              12.125             609,409
  Qualified X (1.25)...............................................              354,993.3              12.098           4,294,879
  Reserves for annuity contracts in payment period (Note 1) .......                                                      5,069,969
AETNA VARIABLE ENCORE FUND:
  Qualified I .....................................................              150,480.4              38.485           5,791,253
  Qualified III ...................................................            1,836,260.4              37.988          69,756,054
  Qualified V .....................................................               19,202.4              11.003             211,293
  Qualified VI ....................................................           12,999,680.2              11.026         143,337,034
  Qualified VII ...................................................              324,091.0              10.936           3,544,190
  Qualified VIII ..................................................                  656.2              10.620               6,969
  Qualified IX ....................................................                3,050.3              10.857              33,118
  Qualified X (1.15)...............................................              145,629.4              11.051           1,609,306
  Qualified X (1.25)...............................................              544,382.5              11.026           6,002,469
AETNA INVESTMENT ADVISERS FUND, INC.:
  Qualified I .....................................................              393,612.5              18.024           7,094,461
  Qualified III ...................................................            9,193,181.4              17.954         165,052,015
  Qualified V .....................................................               19,038.2              13.693             260,683
  Qualified VI ....................................................           38,152,394.6              13.673         521,663,491
  Qualified VII ...................................................              335,791.4              13.135           4,410,596
  Qualified VIII ..................................................                1,055.3              12.695              13,397
  Qualified IX ....................................................                3,961.7              12.613              49,969
  Qualified X (1.15)...............................................              138,270.8              13.703           1,894,705
  Qualified X (1.25)...............................................              940,932.7              13.673          12,865,516
  Reserves for annuity contracts in payment period (Note 1) .......                                                      9,712,862
AETNA GET FUND, SERIES B:
  Qualified III ..................................................                63,245.0              12.850             812,688


                                       S-4
<PAGE>
<CAPTION>
                                                                                                  Accumulation
                                                                                                      Unit    
                                                                                     Units           Value    
<S>                                                                           <C>                 <C>               <C>

  Qualified VI.....................................................            5,279,157.0              12.850          67,836,249
  Qualified X (1.25)...............................................              349,212.6              12.850           4,487,321
AETNA ASCENT VARIABLE PORTFOLIO:
  Qualified III....................................................                    8.4              10.673                  90
  Qualified V......................................................                  202.1              10.666               2,156
  Qualified VI.....................................................              393,052.6              10.673           4,195,040
  Qualified VIII...................................................                    7.7              10.673                  82
  Qualified X (1.15)...............................................               15,054.8              10.982             165,326
  Qualified X (1.25)...............................................               49,748.1              10.976             546,042
AETNA CROSSROADS VARIABLE PORTFOLIO:
  Qualified V......................................................                  243.2              10.605               2,579
  Qualified VI.....................................................              294,673.3              10.612           3,126,954
  Qualified VIII...................................................                   43.8              10.611                 464
  Qualified X (1.15)...............................................                2,393.5              10.868              26,012
  Qualified X (1.25)...............................................               47,204.4              10.862             512,748
AETNA LEGACY VARIABLE PORTFOLIO:
  Qualified VI.....................................................              143,636.5              10.580           1,519,662
  Qualified X (1.15)...............................................               17,106.0              10.631             181,853
  Qualified X (1.25)...............................................               20,531.2              10.626             218,165
ALGER AMERICAN FUNDS:
  ALGER AMERICAN GROWTH PORTFOLIO:
  Qualified III ...................................................              530,262.6              11.715           6,211,911
  Qualified V......................................................                7,965.7              10.365              82,564
  Qualified VI.....................................................            2,832,439.7              10.157          28,770,111
  Qualified VIII...................................................                   38.3              10.371                 397
  Qualified X (1.15)...............................................               12,858.7              11.385             146,392
  Qualified X (1.25)...............................................              284,978.1              11.379           3,242,625
  ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO:
  Qualified III ...................................................            1,714,187.0              13.558          23,241,019
  Qualified V .....................................................               31,527.5              13.463             424,453
  Qualified VI ....................................................           15,036,764.7              13.450         202,245,073
  Qualified VIII ..................................................                3,845.1              14.093              54,189
  Qualified X (1.15)...............................................               54,683.5              13.481             737,179
  Qualified X (1.25)...............................................            1,081,374.8              13.450          14,544,534
CALVERT RESPONSIBLY INVESTED BALANCED PORTFOLIO:
  Qualified III ...................................................              856,360.5              17.951          15,372,772
  Qualified V .....................................................               14,656.3              13.870             203,278
  Qualified VI ....................................................              966,097.9              13.527          13,068,322
  Qualified VIII ..................................................                3,611.6              12.291              44,389
FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUNDS:
  EQUITY-INCOME PORTFOLIO:
  Qualified III ...................................................              628,581.6              11.617           7,301,978
  Qualified V .....................................................                1,107.9              11.047              12,239
  Qualified VI ....................................................            1,660,304.1              11.092          18,415,763
  Qualified VIII ..................................................                  638.7              11.054               7,060
  Qualified X (1.15)...............................................              118,679.1              13.902           1,649,878
  Qualified X (1.25)...............................................              766,359.8              13.880          10,637,021
  GROWTH PORTFOLIO:
  Qualified III ...................................................                  762.1              10.198               7,772
  Qualified V .....................................................                2,540.5              10.183              25,871
  Qualified VI ....................................................            1,833,793.9              10.066          18,458,844



                                       S-5
<PAGE>
<CAPTION>
                                                                                                  Accumulation
                                                                                                      Unit    
                                                                                     Units           Value    
<S>                                                                           <C>                 <C>               <C>

  Qualified VIII ..................................................                  158.7              10.190               1,617
  Qualified X (1.15)...............................................               45,764.6              14.023             641,737
  Qualified X (1.25)...............................................              612,991.7              14.000           8,581,887
  OVERSEAS PORTFOLIO:
  Qualified III ...................................................                1,301.8              10.197              13,274
  Qualified V .....................................................                  190.8               9.954               1,899
  Qualified VI ....................................................              196,089.8               9.961           1,953,206
  Qualified X (1.15)...............................................                4,284.4              10.278              44,037
  Qualified X (1.25)...............................................              166,303.2              10.262           1,706,571
FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUNDS II:
  ASSET MANAGER PORTFOLIO:
  Qualified III....................................................            1,316,915.5              10.912          14,370,158
  CONTRAFUND PORTFOLIO:
  Qualified III ...................................................              525,476.0              11.763           6,181,326
  Qualified V .....................................................                6,415.4              10.461              67,111
  Qualified VI ....................................................            2,116,732.0              10.397          22,007,519
  Qualified VIII ..................................................                  173.7              10.467               1,818
  Qualified X (1.15)...............................................                5,452.8              10.689              63,737
  Qualified X (1.25)...............................................              174,259.3              10.681           2,035,606
  INDEX 500 PORTFOLIO:
  Qualified III ...................................................              290,546.8              11.740           3,411,144
FRANKLIN GOVERNMENT SECURITIES TRUST:
  Qualified III ...................................................              809,413.7              16.495          13,351,329
  Qualified V .....................................................               16,226.2              11.946             193,844
  Qualified VI ....................................................              717,760.0              11.762           8,442,415
  Qualified VIII ..................................................                4,916.9              11.090              54,527
JANUS ASPEN SERIES:
  AGGRESSIVE GROWTH PORTFOLIO:
  Qualified III ...................................................            1,280,952.5              15.323          19,627,517
  Qualified V.. ...................................................               15,482.4              13.296             205,852
  Qualified VI. ...................................................            4,887,059.8              13.322          65,105,449
  Qualified VIII ..................................................                1,021.7              13.321              13,610
  Qualified X (1.15)...............................................               22,049.9              12.869             283,760
  Qualified X (1.25)...............................................              167,919.9              12.861           2,159,528
  BALANCED PORTFOLIO:
  Qualified III ...................................................                  161.4              10.853               1,751
  Qualified V .....................................................                  160.2              10.843               1,737
  Qualified VI ....................................................               93,303.8              10.850           1,012,385
  Qualified X (1.15)...............................................                9,382.9              11.265             105,697
  Qualified X (1.25)...............................................               34,071.6              11.259             383,600
  FLEXIBLE INCOME PORTFOLIO:
  Qualified III ...................................................                3,344.5              12.124              40,550
  Qualified V .....................................................                  745.1              12.054               8,981
  Qualified VI ....................................................              315,361.3              12.077           3,808,592
  GROWTH PORTFOLIO:
  Qualified III ...................................................              109,716.5              11.859           1,301,115
  Qualified V. ....................................................                  166.2              10.872               1,807
  Qualified VI. ...................................................              259,195.5              10.870           2,817,612
  Qualified X (1.15)...............................................                3,238.4              11.633              37,671
  Qualified X (1.25)...............................................               78,126.0              11.626             908,282


                                       S-6
<PAGE>
<CAPTION>
                                                                                                  Accumulation
                                                                                                      Unit    
                                                                                     Units           Value    
<S>                                                                           <C>                 <C>               <C>

  SHORT-TERM BOND PORTFOLIO:
  Qualified III ...................................................               18,472.9              10.393             191,983
  Qualified V .....................................................                   23.8              10.316                 245
  Qualified VI ....................................................               32,695.8              10.323             337,528
  Qualified X (1.25)...............................................                1,405.3              10.285              14,454
  WORLDWIDE GROWTH PORTFOLIO:
  Qualified III ...................................................              314,652.7              12.158           3,825,607
  Qualified V .....................................................               11,127.9              10.952             121,875
  Qualified VI ....................................................            1,036,039.6              10.877          11,268,519
  Qualified VIII ..................................................                   13.7              10.846                 149
  Qualified X (1.15)...............................................                2,616.9              12.223              31,987
  Qualified X (1.25)...............................................               65,384.2              12.216             798,726
LEXINGTON EMERGING MARKETS FUND:
  Qualified III ...................................................              371,155.8               8.323           3,089,046
LEXINGTON NATURAL RESOURCES TRUST:
  Qualified III ...................................................              530,562.2              10.862           5,763,092
  Qualified V .....................................................                8,347.9              12.095             100,969
  Qualified VI ....................................................              711,891.9              11.720           8,346,423
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST:
  GROWTH PORTFOLIO:
  Qualified III ...................................................            2,359,089.9              17.430          41,119,982
  Qualified V .....................................................               35,940.7              14.359             516,068
  Qualified VI ....................................................            3,331,217.5              14.345          47,786,169
  Qualified VIII ..................................................                5,947.6              12.334              73,360
SCUDDER VARIABLE LIFE INVESTMENT FUND:
  INTERNATIONAL PORTFOLIO:
  Qualified III ...................................................            3,823,292.2              14.515          55,495,694
  Qualified V .....................................................               38,067.4              13.799             525,305
  Qualified VI ....................................................            7,323,208.0              13.923         101,958,550
  Qualified VIII ..................................................               12,189.3              11.733             143,011
  Qualified X (1.15)...............................................               41,921.0              13.952             584,886
  Qualified X (1.25)...............................................              432,183.0              13.923           6,017,137
TCI PORTFOLIOS, INC.:
  TCI GROWTH:
  Qualified III *..................................................            1,784,551.6              14.464          25,811,741
  Qualified III  ..................................................            4,184,701.2              13.224          55,336,455
  Qualified V .....................................................               24,825.6              15.176             376,753
  Qualified VI ....................................................           21,986,645.3              15.253         335,360,124
  Qualified VII ...................................................               63,035.5              12.840             809,380
  Qualified VIII ..................................................                8,144.3              12.868             104,799
  Qualified IX ....................................................                1,241.8              12.581              15,623
  Qualified X (1.15)...............................................               13,306.7              15.285             203,397
  Qualified X (1.25)...............................................              474,744.3              15.253           7,241,227
                                                                                                                    $6,632,117,659
                                                                                                                    --------------
                                                                                                                    --------------
</TABLE>

*Applies only to participants of the Opportunity Plus program and Multiple
Options Contracts.
See Notes to Financial Statements.


                                       S-7
<PAGE>
VARIABLE ANNUITY ACCOUNT C

STATEMENT OF OPERATIONS - Year Ended December 31, 1995
<TABLE>
<CAPTION>

INVESTMENT INCOME:
<S>                                                                                   <C>                         <C>
Dividends: (Notes 1 and 3)
  Aetna Variable Fund............................................................                                   $648,150,765
  Aetna Income Shares............................................................                                     23,872,308
  Aetna Variable Encore Fund ....................................................                                        172,751
  Aetna Investment Advisers Fund, Inc............................................                                     47,274,300
  Aetna GET Fund, Series B ......................................................                                      1,878,972
  Aetna Ascent Variable Portfolio ...............................................                                        110,626
  Aetna Crossroads Variable Portfolio ...........................................                                         61,834
  Aetna Legacy Variable Portfolio ...............................................                                         33,640
  Calvert Responsibly Invested Balanced Portfolio  ..............................                                      2,556,825
  Fidelity Investments Variable Insurance Products Fund - Equity Income Portfolio                                        423,626
  Fidelity Investments Variable Insurance Products Fund - Growth Portfolio ......                                         10,256
  Fidelity Investments Variable Insurance Products Fund - Overseas Portfolio ....                                          5,145
  Fidelity Investments Variable Insurance Products Fund II - Asset Manager Portfolio                                     259,914
  Fidelity Investments Variable Insurance Products Fund II - Contrafund Portfolio                                        379,043
  Franklin Government Securities Trust ..........................................                                      1,061,449
  Janus Aspen Series - Aggressive Growth Portfolio...............................                                        982,586
  Janus Aspen Series - Balanced Portfolio........................................                                         11,553
  Janus Aspen Series - Flexible Income Portfolio.................................                                        151,761
  Janus Aspen Series - Growth Portfolio..........................................                                         91,472
  Janus Aspen Series - Short-Term Bond Portfolio.................................                                         11,707
  Janus Aspen Series - Worldwide Growth Portfolio................................                                         50,858
  Lexington Emerging Markets Fund................................................                                         29,990
  Lexington Natural Resources Trust..............................................                                         59,767
  Neuberger & Berman Advisers Management Trust - Growth Portfolio ...............                                      1,779,523
  Scudder Variable Life Investment Fund -  International Portfolio...............                                        670,720
  TCI Portfolios, Inc. - TCI Growth..............................................                                        339,221
                                                                                                                  --------------
    Total investment income .....................................................                                    730,430,612
Valuation period deductions (Note 2).............................................                                    (71,090,542)
                                                                                                                  --------------
Net investment income............................................................                                    659,340,070
                                                                                                                  --------------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on sales of investments: (Notes 1 and 4)
  Proceeds from sales ...........................................................     $570,154,582
  Cost of investments sold ......................................................      409,480,615
                                                                                      ------------
    Net realized gain ...........................................................                                    160,673,967
Net unrealized gain on investments:
  Beginning of year .............................................................       73,479,233
  End of year ...................................................................      594,083,184
                                                                                      ------------
    Net unrealized gain .........................................................                                    520,603,951
                                                                                                                  --------------
Net realized and unrealized gain on investments .................................                                    681,277,918
                                                                                                                  --------------
Net increase in net assets resulting from operations ............................                                 $1,340,617,988
                                                                                                                  --------------
                                                                                                                  --------------
</TABLE>



See Notes to Financial Statements.


                                       S-8
<PAGE>
VARIABLE ANNUITY ACCOUNT C

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>


                                                                              Year Ended December 31,
                                                                             1995                1994    
                                                                             ----                ----
<S>                                                                    <C>                 <C>
FROM OPERATIONS:
Net investment income  ..........................................      $  659,340,070      $  476,196,420
Net realized and unrealized gain (loss) on investments ..........         681,277,918        (581,812,453)
  Net increase (decrease) in net assets resulting from operations       1,340,617,988        (105,616,033)
FROM UNIT TRANSACTIONS:
Variable annuity contract purchase payments .....................         771,594,245         711,565,372
Sales and administrative charges deducted by the Company ........             (98,694)           (137,737)
  Net variable annuity contract purchase payments ...............         771,495,551         711,427,635
Transfers from the Company for mortality guarantee adjustments ..           3,678,430           1,880,350
Transfers to the Company's fixed account options ................         (44,377,350)        (56,920,532)
Transfers to other variable annuity accounts ...........                            0         (23,284,415)
Redemptions by contract holders .................................        (287,945,984)       (269,542,942)
Annuity payments ................................................         (14,807,537)        (11,189,149)
Other ...........................................................           1,144,770           1,452,959
  Net increase in net assets from unit transactions .............         429,187,880         353,823,906
Change in net assets ............................................       1,769,805,868         248,207,873
NET ASSETS:
Beginning of year ...............................................       4,862,311,791       4,614,103,918
End of year......................................................      $6,632,117,659      $4,862,311,791
                                                                       --------------      --------------
                                                                       --------------      --------------
</TABLE>


See Notes to Financial Statements.


                                       S-9
<PAGE>
VARIABLE ANNUITY ACCOUNT C

NOTES TO FINANCIAL STATEMENTS - December 31, 1995

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     Variable Annuity Account C ("Account") is registered under the Investment
     Company Act of 1940 as a unit investment trust.  The Account is sold
     exclusively for use with annuity contracts that are qualified under the
     Internal Revenue Code of 1986, as amended.

     The accompanying financial statements of the Account have been prepared in
     accordance with generally accepted accounting principles.

     a. VALUATION OF INVESTMENTS

     Investments in the following Funds are stated at the closing net asset
     value per share as determined by each Fund on December 31, 1995:

     Aetna Variable Fund 
     Aetna Income Shares
     Aetna Variable Encore Fund 
     Aetna Investment Advisers Fund, Inc.
     Aetna GET Fund, Series B 
     Aetna Ascent Variable Portfolio
     Aetna Crossroads Variable Portfolio
     Aetna Legacy Variable Portfolio
     Alger American Fund:
     -    Alger American Growth Portfolio
     -    Alger American Small Capitalization Portfolio
     Calvert Responsibly Invested Balanced Portfolio
     Fidelity Investments Variable Insurance Products Fund:
     -    Equity-Income Portfolio
     -    Growth Portfolio
     -    Overseas Portfolio
     Fidelity Investments Variable Insurance Products Fund II:
     -    Asset Manager Portfolio
     -    Contrafund Portfolio
     -    Index 500 Portfolio 


     Franklin Government Securities Trust
     Janus Aspen Series:
     -    Aggressive Growth Portfolio
     -    Balanced Portfolio
     -    Flexible Income Portfolio
     -    Growth Portfolio
     -    Short-Term Bond Portfolio
     -    Worldwide Growth Portfolio
     Lexington Emerging Markets Fund
     Lexington Natural Resources Trust
     Neuberger & Berman Advisers Management Trust:
     -     Growth Portfolio
     Scudder Variable Life Investment Fund:
     -     International Portfolio
     TCI Portfolios, Inc.:
     -     TCI Growth

     b.  OTHER
     Investment transactions are accounted for on a trade date basis and
     dividend income is recorded on the ex-dividend date.  The cost of
     investments sold is determined by specific identification.

     c.   FEDERAL INCOME TAXES
     The operations of Variable Annuity Account C form a part of, and are taxed
     with, the total operations of Aetna Life Insurance and Annuity Company
     ("Company") which is taxed as a life insurance company under the Internal
     Revenue Code of 1986, as amended.

     d.   ANNUITY RESERVES
     Annuity reserves are computed for currently payable contracts according
     to the Progressive Annuity, Individual Annuity Mortality, and Group
     Annuity Mortality tables using various assumed interest rates not to
     exceed seven percent. Mortality experience is monitored by the Company.

                                       S-10

<PAGE>

VARIABLE ANNUITY ACCOUNT C

NOTES TO FINANCIAL STATEMENTS - December 31, 1995 (continued)

     Charges to annuity reserves for mortality and expense risk experience are
     reimbursed to the Company if the reserves required are less than originally
     estimated.  If additional reserves are required, the Company reimburses the
     Account.

2.   VALUATION PERIOD DEDUCTIONS
     Deductions by the Account for mortality and expense risk charges are made
     in accordance with the terms of the contracts and are paid to the Company.

3.   DIVIDEND INCOME
     On an annual basis the Funds distribute substantially all of their taxable
     income and realized capital gains to their shareholders.  Distributions to
     the Account are automatically reinvested in shares of the Funds.  The
     Account's proportionate share of each Fund's undistributed net investment
     income and accumulated net realized gain on investments is included in net
     unrealized gain in the Statement of Operations.

4.   PURCHASES AND SALES OF INVESTMENTS

     The cost of purchases and proceeds from sales of investments other than
     short-term investments for the year ended December 31, 1995 aggregated
     $1,658,682,532 and $570,154,582, respectively.

5.   ESTIMATES 

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect amounts reported therein.  Although actual results
     could differ from these estimates, any such differences are expected to be
     immaterial to the net assets of the Account.



                                       S-11

<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

CHANGE IN VALUE OF ACCUMULATION UNIT - JANUARY 1, 1995 TO DECEMBER 31, 1995

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
                                                                                                               Increase
                                                                                 Value at       Value at      in Value of
                                                                                 Beginning       End of      Accumulation
                                                                                  of Year         Year           Unit
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>            <C>          <C>
AETNA VARIABLE FUND:
Qualified I .............................................................        $138.406       $180.879         30.69%
Qualified III ...........................................................         105.558        137.869         30.61%
Qualified IV ............................................................          63.884         83.646         30.93%
Qualified V .............................................................          10.823         14.113         30.40%
Qualified VI ............................................................          10.778         14.077         30.61%
Qualified VII ...........................................................          10.136         13.247         30.69%
Qualified VIII ..........................................................          10.011         13.074         30.60%
Qualified IX ............................................................           9.879         12.935         30.93%
Qualified X (1.15) ......................................................          10.791         14.108         30.74%
Qualified X (1.25) ......................................................          10.778         14.077         30.61%
- -------------------------------------------------------------------------------------------------------------------------
AETNA INCOME SHARES:
Qualified I .............................................................        $ 40.570       $ 47.405         16.85%
Qualified III ...........................................................          40.173         46.913         16.78%
Qualified V .............................................................          10.536         12.283         16.59%
Qualified VI ............................................................          10.360         12.098         16.78%
Qualified VII ...........................................................           9.565         11.176         16.85%
Qualified VIII ..........................................................           9.543         11.143         16.77%
Qualified IX ............................................................           9.570         11.203         17.07%
Qualified X (1.15) ......................................................          10.373         12.125         16.89%
Qualified X (1.25) ......................................................          10.360         12.098         16.78%
- -------------------------------------------------------------------------------------------------------------------------
AETNA VARIABLE ENCORE FUND:
Qualified I .............................................................        $ 36.723       $ 38.485          4.80%
Qualified III ...........................................................          36.271         37.988          4.73%
Qualified V .............................................................          10.523         11.003          4.57%
Qualified VI ............................................................          10.528         11.026          4.73%
Qualified VII ...........................................................          10.435         10.936          4.80%
Qualified VIII ..........................................................          10.141         10.620          4.73%
Qualified IX ............................................................          10.341         10.857          5.00%
Qualified X (1.15) ......................................................          10.541         11.051          4.84%
Qualified X (1.25) ......................................................          10.528         11.026          4.73%
- -------------------------------------------------------------------------------------------------------------------------
AETNA INVESTMENT ADVISERS FUND, INC.:
Qualified I .............................................................        $ 14.317       $ 18.024         25.89%
Qualified III ...........................................................          14.270         17.954         25.82%
Qualified V .............................................................          10.900         13.693         25.62%
Qualified VI ............................................................          10.868         13.673         25.81%
Qualified VII ...........................................................          10.434         13.135         25.89%
Qualified VIII ..........................................................          10.091         12.695         25.81%
Qualified IX ............................................................          10.000         12.613         26.13%
Qualified X (1.15) ......................................................          10.880         13.703         25.95%
Qualified X (1.25) ......................................................          10.868         13.673         25.81%
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-12
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

CHANGE IN VALUE OF ACCUMULATION UNIT - JANUARY 1, 1995 TO DECEMBER 31, 1995
(continued)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------

                                                                                                               Increase
                                                                                 Value at       Value at      in Value of
                                                                                 Beginning       End of      Accumulation
                                                                                  of Year         Year           Unit
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>            <C>          <C>
AETNA GET FUND, SERIES B:
Qualified III ...........................................................        $ 10.160       $ 12.850         26.48%
Qualified VI ............................................................          10.160         12.850         26.48%
Qualified X (1.25) ......................................................          10.160         12.850         26.48%
- -------------------------------------------------------------------------------------------------------------------------
AETNA ASCENT VARIABLE PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 10.673          6.73%        (4)
Qualified V .............................................................          10.000         10.666          6.66%        (5)
Qualified VI ............................................................          10.000         10.673          6.73%        (5)
Qualified VIII ..........................................................          10.000         10.673          6.73%        (5)
Qualified X (1.15) ......................................................          10.000         10.982          9.82%        (3)
Qualified X (1.25) ......................................................          10.000         10.976          9.76%        (3)
- -------------------------------------------------------------------------------------------------------------------------
AETNA CROSSROADS VARIABLE PORTFOLIO:
Qualified V .............................................................        $ 10.000       $ 10.605          6.05%        (5)
Qualified VI ............................................................          10.000         10.612          6.12%        (5)
Qualified VIII ..........................................................          10.000         10.611          6.11%        (5)
Qualified X (1.15) ......................................................          10.000         10.868          8.68%        (3)
Qualified X (1.25) ......................................................          10.000         10.862          8.62%        (3)
- -------------------------------------------------------------------------------------------------------------------------
AETNA LEGACY VARIABLE PORTFOLIO:
Qualified VI ............................................................        $ 10.000       $ 10.580          5.80%        (5)
Qualified X (1.15) ......................................................          10.000         10.631          6.31%        (4)
Qualified X (1.25) ......................................................          10.000         10.626          6.26%        (4)
- -------------------------------------------------------------------------------------------------------------------------
ALGER AMERICAN FUNDS:
 ALGER AMERICAN GROWTH PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 11.715         17.15%        (4)
Qualified V .............................................................          10.000         10.365          3.65%        (5)
Qualified VI ............................................................          10.000         10.157          1.57%        (5)
Qualified VIII ..........................................................          10.000         10.371          3.71%        (5)
Qualified X (1.15) ......................................................          10.000         11.385         13.85%        (3)
Qualified X (1.25) ......................................................          10.000         11.379         13.79%        (3)
- -------------------------------------------------------------------------------------------------------------------------
 ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO:
Qualified III ...........................................................        $  9.513       $ 13.558         42.52%
Qualified V .............................................................           9.461         13.463         42.29%
Qualified VI ............................................................           9.437         13.450         42.52%
Qualified VIII ..........................................................           9.889         14.093         42.51%
Qualified X (1.15) ......................................................           9.450         13.481         42.66%
Qualified X (1.25) ......................................................           9.437         13.450         42.52%
- -------------------------------------------------------------------------------------------------------------------------
CALVERT RESPONSIBLY INVESTED BALANCED PORTFOLIO:
Qualified III ...........................................................        $ 13.990       $ 17.951         28.31%
Qualified V .............................................................          10.839         13.870         27.96%
Qualified VI ............................................................          10.554         13.527         28.17%
Qualified VIII ..........................................................           9.590         12.291         28.16%
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-13
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

CHANGE IN VALUE OF ACCUMULATION UNIT - JANUARY 1, 1995 TO DECEMBER 31, 1995
(continued)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
                                                                                                               Increase
                                                                                                              (Decrease)
                                                                                 Value at       Value at      in Value of
                                                                                 Beginning       End of      Accumulation
                                                                                  of Year         Year           Unit
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>            <C>          <C>
FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUNDS:
 EQUITY - INCOME PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 11.617         16.17%        (2)
Qualified V .............................................................          10.000         11.047         10.47%        (5)
Qualified VI ............................................................          10.000         11.092         10.92%        (5)
Qualified VIII ..........................................................          10.000         11.054         10.54%        (5)
Qualified X (1.15) ......................................................          10.409         13.902         33.55%
Qualified X (1.25) ......................................................          10.403         13.880         33.42%
- -------------------------------------------------------------------------------------------------------------------------
 GROWTH PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 10.198          1.98%        (4)
Qualified V .............................................................          10.000         10.183          1.83%        (5)
Qualified VI ............................................................          10.000         10.066          0.66%        (5)
Qualified VIII ..........................................................          10.000         10.190          1.90%        (5)
Qualified X (1.15) ......................................................          10.479         14.023         33.82%
Qualified X (1.25) ......................................................          10.472         14.000         33.69%
- -------------------------------------------------------------------------------------------------------------------------
 OVERSEAS PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 10.197          1.97%        (4)
Qualified V .............................................................          10.000          9.954         (0.46%)       (5)
Qualified VI ............................................................          10.000          9.961         (0.39%)       (5)
Qualified X (1.15) ......................................................           9.480         10.278          8.43%
Qualified X (1.25) ......................................................           9.474         10.262          8.32%
- -------------------------------------------------------------------------------------------------------------------------
FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUNDS II:
 ASSET MANAGER PORTFOLIO:
Qualified III ...........................................................        $  9.447       $ 10.912         15.51%
- -------------------------------------------------------------------------------------------------------------------------
 CONTRAFUND PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 11.763         17.63%        (2)
Qualified V .............................................................          10.000         10.461          4.61%        (5)
Qualified VI ............................................................          10.000         10.397          3.97%        (5)
Qualified VIII ..........................................................          10.000         10.467          4.67%        (5)
Qualified X (1.15) ......................................................          10.000         10.689          6.89%        (2)
Qualified X (1.25) ......................................................          10.000         10.681          6.81%        (2)
- -------------------------------------------------------------------------------------------------------------------------
 INDEX 500 PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 11.740         17.40%        (2)
- -------------------------------------------------------------------------------------------------------------------------
FRANKLIN GOVERNMENT SECURITIES TRUST:
Qualified III ...........................................................        $ 14.190       $ 16.495         16.24%
Qualified V .............................................................          10.294         11.946         16.06%
Qualified VI ............................................................          10.119         11.762         16.24%
Qualified VIII ..........................................................           9.541         11.090         16.23%
- -------------------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES:
 AGGRESSIVE GROWTH PORTFOLIO:
Qualified III ...........................................................        $ 12.169       $ 15.323         25.91%
Qualified V .............................................................          10.577         13.296         25.71%
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-14
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

CHANGE IN VALUE OF ACCUMULATION UNIT - JANUARY 1, 1995 TO DECEMBER 31, 1995
(continued)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
                                                                                                               Increase
                                                                                                              (Decrease)
                                                                                 Value at       Value at      in Value of
                                                                                 Beginning       End of      Accumulation
                                                                                  of Year         Year           Unit
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>            <C>          <C>
JANUS ASPEN SERIES:
 AGGRESSIVE GROWTH PORTFOLIO (continued):
Qualified VI ............................................................        $ 10.581       $ 13.322         25.91%
Qualified VIII ..........................................................          10.581         13.321         25.90%
Qualified X (1.15) ......................................................          10.000         12.869         28.69%        (2)
Qualified X (1.25) ......................................................          10.000         12.861         28.61%        (2)
- -------------------------------------------------------------------------------------------------------------------------
 BALANCED PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 10.853          8.53%        (4)
Qualified V .............................................................          10.000         10.843          8.43%        (5)
Qualified VI ............................................................          10.000         10.850          8.50%        (5)
Qualified X (1.15) ......................................................          10.000         11.265         12.65%        (3)
Qualified X (1.25) ......................................................          10.000         11.259         12.59%        (3)
- -------------------------------------------------------------------------------------------------------------------------
 FLEXIBLE INCOME PORTFOLIO:
Qualified III ...........................................................        $  9.911       $ 12.124         22.33%
Qualified V .............................................................          10.000         12.054         20.54%        (1)
Qualified VI ............................................................           9.873         12.077         22.33%
- -------------------------------------------------------------------------------------------------------------------------
 GROWTH PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 11.859         18.59%        (4)
Qualified V .............................................................          10.000         10.872          8.72%        (5)
Qualified VI ............................................................          10.000         10.870          8.70%        (5)
Qualified X (1.15) ......................................................          10.000         11.633         16.33%        (3)
Qualified X (1.25) ......................................................          10.000         11.626         16.26%        (3)
- -------------------------------------------------------------------------------------------------------------------------
 SHORT TERM BOND PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 10.393          3.93%        (4)
Qualified V .............................................................          10.000         10.316          3.16%        (5)
Qualified VI ............................................................          10.000         10.323          3.23%        (5)
Qualified X (1.25) ......................................................          10.000         10.285          2.85%        (4)
- -------------------------------------------------------------------------------------------------------------------------
 WORLDWIDE GROWTH PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 12.158         21.58%        (4)
Qualified V .............................................................          10.000         10.952          9.52%        (4)
Qualified VI ............................................................          10.000         10.877          8.77%        (5)
Qualified VIII ..........................................................          10.000         10.846          8.46%        (5)
Qualified X (1.15) ......................................................          10.000         12.223         22.23%        (2)
Qualified X (1.25) ......................................................          10.000         12.216         22.16%        (2)
- -------------------------------------------------------------------------------------------------------------------------
LEXINGTON EMERGING MARKETS FUND:
Qualified III ...........................................................        $  8.772       $  8.323         (5.12%)
- -------------------------------------------------------------------------------------------------------------------------
LEXINGTON NATURAL RESOURCES TRUST:
Qualified III ...........................................................        $  9.412       $ 10.862         15.41%
Qualified V .............................................................          10.496         12.095         15.24%
Qualified VI ............................................................          10.154         11.720         15.42%
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-15
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

CHANGE IN VALUE OF ACCUMULATION UNIT - JANUARY 1, 1995 TO DECEMBER 31, 1995
(continued)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
                                                                                                                Increase
                                                                                 Value at       Value at       in Value of
                                                                                 Beginning       End of       Accumulation
                                                                                  of Year         Year            Unit
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>            <C>           <C>
NEUBERGER & BERMAN ADVISERS
 MANAGEMENT TRUST - GROWTH PORTFOLIO:
Qualified III ...........................................................        $ 13.398       $ 17.430         30.09%
Qualified V .............................................................          11.055         14.359         29.89%
Qualified VI ............................................................          11.026         14.345         30.10%
Qualified VIII ..........................................................           9.482         12.334         30.09%
- --------------------------------------------------------------------------------------------------------------------------
SCUDDER VARIABLE LIFE INVESTMENT FUND - INTERNATIONAL
 PORTFOLIO:
Qualified III ...........................................................        $ 13.227       $ 14.515          9.74%
Qualified V .............................................................          12.595         13.799          9.56%
Qualified VI ............................................................          12.687         13.923          9.74%
Qualified VIII ..........................................................          10.692         11.733          9.73%
Qualified X (1.15) ......................................................          12.701         13.952          9.85%
Qualified X (1.25) ......................................................          12.687         13.923          9.74%
- --------------------------------------------------------------------------------------------------------------------------
TCI PORTFOLIOS, INC.:
 TCI GROWTH:
Qualified III* ..........................................................        $ 11.172       $ 14.464         29.47%
Qualified III ...........................................................          10.213         13.224         29.47%
Qualified V .............................................................          11.740         15.176         29.27%
Qualified VI ............................................................          11.781         15.253         29.47%
Qualified VII ...........................................................           9.911         12.840         29.55%
Qualified VIII ..........................................................           9.939         12.868         29.46%
Qualified IX ............................................................           9.693         12.581         29.80%
Qualified X (1.15) ......................................................          11.794         15.285         29.60%
Qualified X (1.25) ......................................................          11.781         15.253         29.47%
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

*Applies only to participants of the Opportunity Plus program and Multiple
Options Contracts.


QUALIFIED I                   Individual contracts issued prior to May 1, 1975
                              in connection with "Qualified Corporate Retirement
                              Plans" established pursuant to Section 401 of the
                              Internal Revenue Code ("Code"); "Tax-Deferred
                              Annuity Plans" established by the public school
                              systems and tax-exempt organizations pursuant to
                              Section 403(b) of the Code, and certain Individual
                              Retirement Annuity Plans established by or on
                              behalf of individuals pursuant to section 408(b)
                              of the Code; Individual contracts issued prior to
                              November 1, 1975 in connection with "H.R. 10
                              Plans" established by persons entitled to the
                              benefits of the Self-Employed Individuals Tax
                              Retirement Act of 1962, as amended; allocated
                              group contracts issued prior to May 1, 1975 in
                              connection with Qualified Corporate Retirement
                              Plans; and group contracts issued prior to
                              October 1, 1978 in connection with Tax-Deferred
                              Annuity Plans.

QUALIFIED III                 Individual contracts issued in connection with
                              Tax-Deferred Annuity Plans and Individual
                              Retirement Annuity Plans since May 1, 1975, H.R.
                              10 Plans since November 1, 1975; group contracts
                              issued since October 1, 1978 in connection with
                              Tax-Deferred Annuity


                                      S-16
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

CHANGE IN VALUE OF ACCUMULATION UNIT - JANUARY 1, 1995 TO DECEMBER 31, 1995
(continued)

- --------------------------------------------------------------------------------

QUALIFIED III (continued):    Plans and group contracts issued since May 1, 1979
                              in connection with "Deferred Compensation Plans"
                              adopted by state and local governments and H.R. 10
                              Plans.

QUALIFIED IV                  Certain large group contracts (Jumbo) issued in
                              connection with Tax-Deferred Annuity Plans and
                              Deferred Compensation Plans issued since
                              January 1, 1979.

QUALIFIED V                   Group AetnaPlus contracts issued since August 28,
                              1992 in connection with "Optional Retirement
                              Plans" established pursuant to Section 403(b) or
                              401(a) of the Internal Revenue Code.

QUALIFIED VI                  Group AetnaPlus contracts issued in connection
                              with Tax-Deferred Annuity Plans and Retirement
                              Plus Plans since August 28, 1992.

QUALIFIED VII                 Certain existing contracts that were converted to
                              ACES, the new administrative system (Previously
                              valued under Qualified I).

QUALIFIED VIII                "Group Aetna Plus" contracts issued in connection
                              with Tax-Deferred Annuity Plans and "Deferred
                              Compensation Plans" adopted by state and local
                              governments since June 30, 1993.

QUALIFIED IX                  Certain large group contracts (Jumbo) that were
                              converted to ACES, the new administrative system
                              (previously valued under Qualified VI).

QUALIFIED X                   Individual Retirement Annuity and Simplified
                              Employee Pension Plans issued or converted to
                              ACES, the new administrative system.


1 -  Reflects less than a full year of performance activity. The initial
     Accumulation Unit Value was established at $10.000 during March 1995 when
     the fund became available under the contract or the applicable daily asset
     charge was first utilized.
2 -  Reflects less than a full year of performance activity. The initial
     Accumulation Unit Value was established at $10.000 during May 1995 when the
     fund became available under the contract or the applicable daily asset
     charge was first utilized.
3 -  Reflects less than a full year of performance activity. The initial
     Accumulation Unit Value was established at $10.000 during June 1995 when
     the fund became available under the contract or the applicable daily asset
     charge was first utilized.
4 -  Reflects less than a full year of performance activity. The initial
     Accumulation Unit Value was established at $10.000 during July 1995 when
     the fund became available under the contract or the applicable daily asset
     charge was first utilized.
5 -  Reflects less than a full year of performance activity. The initial
     Accumulation Unit Value was established at $10.000 during August 1995 when
     the fund became available under the contract or the applicable daily asset
     charge was first utilized.


                                      S-17
<PAGE>
                       CONSOLIDATED FINANCIAL STATEMENTS
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
                                     Index
 
<TABLE>
<CAPTION>
                                                                   PAGE
                                                                   ---
<S>                                                                <C>
Independent Auditors' Report.....................................  F-2
Consolidated Financial Statements:
  Consolidated Statements of Income for the Years Ended
   December 31, 1995, 1994 and 1993..............................  F-3
  Consolidated Balance Sheets as of December 31, 1995 and 1994...  F-4
  Consolidated Statements of Changes in Shareholder's Equity for
   the Years Ended
   December 31, 1995, 1994 and 1993..............................  F-5
  Consolidated Statements of Cash Flows for the Years Ended
   December 31, 1995, 1994 and 1993..............................  F-6
Notes to Consolidated Financial Statements.......................  F-7
</TABLE>
 
                                      F-1
<PAGE>
                          INDEPENDENT AUDITORS' REPORT
 
The Shareholder and Board of Directors
Aetna Life Insurance and Annuity Company:
 
We  have  audited the  accompanying consolidated  balance  sheets of  Aetna Life
Insurance and Annuity Company and Subsidiaries as of December 31, 1995 and 1994,
and the  related consolidated  statements of  income, changes  in  shareholder's
equity  and cash  flows for  each of  the years  in the  three-year period ended
December  31,   1995.   These   consolidated  financial   statements   are   the
responsibility  of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
 
We  conducted  our  audits  in  accordance  with  generally  accepted   auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing the  accounting  principles used  and  significant estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above  present
fairly, in all material respects, the financial position of Aetna Life Insurance
and  Annuity Company and Subsidiaries as of  December 31, 1995 and 1994, and the
results of their operations and  their cash flows for each  of the years in  the
three-year period ended December 31, 1995, in conformity with generally accepted
accounting principles.
 
As  discussed in Note  1 to the  consolidated financial statements,  in 1993 the
Company changed its methods  of accounting for certain  investments in debt  and
equity securities.
 
                                                           KPMG Peat Marwick LLP
 
Hartford, Connecticut
February 6, 1996
 
                                      F-2
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
                       Consolidated Statements of Income
                                   (millions)
 
<TABLE>
<CAPTION>
                                                           YEARS ENDED DECEMBER 31,
                                                         ----------------------------
                                                           1995      1994      1993
                                                         --------  --------  --------
<S>                                                      <C>       <C>       <C>
Revenue:
  Premiums.............................................  $  130.8  $  124.2  $   82.1
  Charges assessed against policyholders...............     318.9     279.0     251.5
  Net investment income................................   1,004.3     917.2     911.9
  Net realized capital gains...........................      41.3       1.5       9.5
  Other income.........................................      42.0      10.3       9.5
                                                         --------  --------  --------
    Total revenue......................................   1,537.3   1,332.2   1,264.5
                                                         --------  --------  --------
Benefits and expenses:
  Current and future benefits..........................     915.3     854.1     818.4
  Operating expenses...................................     318.7     235.2     207.2
  Amortization of deferred policy acquisition costs....      43.3      26.4      19.8
                                                         --------  --------  --------
    Total benefits and expenses........................   1,277.3   1,115.7   1,045.4
                                                         --------  --------  --------
Income before federal income taxes.....................     260.0     216.5     219.1
  Federal income taxes.................................      84.1      71.2      76.2
                                                         --------  --------  --------
Net income.............................................  $  175.9  $  145.3  $  142.9
                                                         --------  --------  --------
                                                         --------  --------  --------
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                      F-3
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
                          Consolidated Balance Sheets
                                   (millions)
 
<TABLE>
<CAPTION>
                                                             DECEMBER 31,
                                                         --------------------
                                                           1995       1994
                                                         ---------  ---------
<S>                                                      <C>        <C>
ASSETS
- -------------------------------------------------------
Investments:
  Debt securities, available for sale:
   (amortized cost: $11,923.7 and $10,577.8)...........  $12,720.8  $10,191.4
  Equity securities, available for sale:
    Non-redeemable preferred stock (cost: $51.3 and
     $43.3)............................................       57.6       47.2
    Investment in affiliated mutual funds (cost: $173.4
     and $187.1).......................................      191.8      181.9
    Common stock (cost: $6.9 at December 31, 1995).....        8.2         --
  Short-term investments...............................       15.1       98.0
  Mortgage loans.......................................       21.2        9.9
  Policy loans.........................................      338.6      248.7
  Limited partnership..................................         --       24.4
                                                         ---------  ---------
      Total investments................................   13,353.3   10,801.5
 
Cash and cash equivalents..............................      568.8      623.3
Accrued investment income..............................      175.5      142.2
Premiums due and other receivables.....................       37.3       75.8
Deferred policy acquisition costs......................    1,341.3    1,164.3
Reinsurance loan to affiliate..........................      655.5      690.3
Other assets...........................................       26.2       15.9
Separate Accounts assets...............................   10,987.0    7,420.8
                                                         ---------  ---------
      Total assets.....................................  $27,144.9  $20,934.1
                                                         ---------  ---------
                                                         ---------  ---------
LIABILITIES AND SHAREHOLDER'S EQUITY
- -------------------------------------------------------
Liabilities:
  Future policy benefits...............................  $ 3,594.6  $ 2,912.7
  Unpaid claims and claim expenses.....................       27.2       23.8
  Policyholders' funds left with the Company...........   10,500.1    8,949.3
                                                         ---------  ---------
      Total insurance reserve liabilities..............   14,121.9   11,885.8
  Other liabilities....................................      259.2      302.1
  Federal income taxes:
    Current............................................       24.2        3.4
    Deferred...........................................      169.6      233.5
  Separate Accounts liabilities........................   10,987.0    7,420.8
                                                         ---------  ---------
      Total liabilities................................   25,561.9   19,845.6
                                                         ---------  ---------
                                                         ---------  ---------
Shareholder's equity:
  Common stock, par value $50 (100,000 shares
   authorized;
   55,000 shares issued and outstanding)...............        2.8        2.8
  Paid-in capital......................................      407.6      407.6
  Net unrealized capital gains (losses)................      132.5     (189.0)
  Retained earnings....................................    1,040.1      867.1
                                                         ---------  ---------
      Total shareholder's equity.......................    1,583.0    1,088.5
                                                         ---------  ---------
        Total liabilities and shareholder's equity.....  $27,144.9  $20,934.1
                                                         ---------  ---------
                                                         ---------  ---------
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                      F-4
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
           Consolidated Statements of Changes in Shareholder's Equity
                                   (millions)
 
<TABLE>
<CAPTION>
                                                             YEARS ENDED DECEMBER 31,
                                                         --------------------------------
                                                           1995       1994        1993
                                                         ---------  ---------   ---------
<S>                                                      <C>        <C>         <C>
Shareholder's equity, beginning of year................  $ 1,088.5  $ 1,246.7   $   990.1
Net change in unrealized capital gains (losses)........      321.5     (303.5)      113.7
Net income.............................................      175.9      145.3       142.9
Common stock dividends declared........................       (2.9)        --          --
                                                         ---------  ---------   ---------
Shareholder's equity, end of year......................  $ 1,583.0  $ 1,088.5   $ 1,246.7
                                                         ---------  ---------   ---------
                                                         ---------  ---------   ---------
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                      F-5
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
                     Consolidated Statements of Cash Flows
                                   (millions)
 
<TABLE>
<CAPTION>
                                                               YEARS ENDED DECEMBER 31,
                                                         ------------------------------------
                                                            1995         1994         1993
                                                         ----------   ----------   ----------
<S>                                                      <C>          <C>          <C>
Cash Flows from Operating Activities:
  Net income...........................................  $    175.9   $    145.3   $    142.9
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Increase in accrued investment income..............       (33.3)       (17.5)       (11.1)
    Decrease (increase) in premiums due and other
     receivables.......................................        25.4          1.3         (5.6)
    Increase in policy loans...........................       (89.9)       (46.0)       (36.4)
    Increase in deferred policy acquisition costs......      (177.0)      (105.9)       (60.5)
    Decrease in reinsurance loan to affiliate..........        34.8         27.8         31.8
    Net increase in universal life account balances....       393.4        164.7        126.4
    Increase in other insurance reserve liabilities....        79.0         75.1         86.1
    Net increase in other liabilities and other
     assets............................................        15.0         53.9          7.0
    Decrease in federal income taxes...................        (6.5)       (11.7)        (3.7)
    Net accretion of discount on bonds.................       (66.4)       (77.9)       (88.1)
    Net realized capital gains.........................       (41.3)        (1.5)        (9.5)
    Other, net.........................................          --         (1.0)         0.2
                                                         ----------   ----------   ----------
      Net cash provided by operating activities........       309.1        206.6        179.5
                                                         ----------   ----------   ----------
Cash Flows from Investing Activities:
  Proceeds from sales of:
    Debt securities available for sale.................     4,207.2      3,593.8        473.9
    Equity securities..................................       180.8         93.1         89.6
    Mortgage loans.....................................        10.7           --           --
    Limited partnership................................        26.6           --           --
  Investment maturities and collections of:
    Debt securities available for sale.................       583.9      1,289.2      2,133.3
    Short-term investments.............................       106.1         30.4         19.7
  Cost of investment purchases in:
    Debt securities....................................    (6,034.0)    (5,621.4)    (3,669.2)
    Equity securities..................................      (170.9)      (162.5)      (157.5)
    Short-term investments.............................       (24.7)      (106.1)       (41.3)
    Mortgage loans.....................................       (21.3)          --           --
    Limited partnership................................          --        (25.0)          --
                                                         ----------   ----------   ----------
      Net cash used for investing activities...........    (1,135.6)      (908.5)    (1,151.5)
                                                         ----------   ----------   ----------
Cash Flows from Financing Activities:
  Deposits and interest credited for investment
   contracts...........................................     1,884.5      1,737.8      2,117.8
  Withdrawals of investment contracts..................    (1,109.6)      (948.7)    (1,000.3)
  Dividends paid to shareholder........................        (2.9)          --           --
                                                         ----------   ----------   ----------
      Net cash provided by financing activities........       772.0        789.1      1,117.5
                                                         ----------   ----------   ----------
 
Net (decrease) increase in cash and cash equivalents...       (54.5)        87.2        145.5
Cash and cash equivalents, beginning of year...........       623.3        536.1        390.6
                                                         ----------   ----------   ----------
Cash and cash equivalents, end of year.................  $    568.8   $    623.3   $    536.1
                                                         ----------   ----------   ----------
                                                         ----------   ----------   ----------
Supplemental cash flow information:
  Income taxes paid, net...............................  $     90.2   $     82.6   $     79.9
                                                         ----------   ----------   ----------
                                                         ----------   ----------   ----------
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                      F-6
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
                   Notes to Consolidated Financial Statements
                       December 31, 1995, 1994, and 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Aetna  Life  Insurance and  Annuity Company  and  its wholly  owned subsidiaries
(collectively, the  "Company") is  a  provider of  financial services  and  life
insurance  products in the United States. The Company has two business segments,
financial services and life insurance.
 
The financial services products include  individual and group annuity  contracts
which  offer  a variety  of funding  and distribution  options for  personal and
employer-sponsored retirement  plans that  qualify under  Internal Revenue  Code
Sections  401, 403, 408 and 457,  and individual and group non-qualified annuity
contracts. These  contracts  may  be  immediate  or  deferred  and  are  offered
primarily to individuals, pension plans, small businesses and employer-sponsored
groups  in the health care, government, education (collectively "not-for-profit"
organizations) and corporate  markets. Financial services  also include  pension
plan administrative services.
 
The  life insurance  products include  universal life,  variable universal life,
interest sensitive whole  life and  term insurance. These  products are  offered
primarily  to  individuals,  small  businesses,  employer  sponsored  groups and
executives of Fortune 2000 companies.
 
BASIS OF PRESENTATION
 
The consolidated financial statements include  Aetna Life Insurance and  Annuity
Company  and its wholly  owned subsidiaries, Aetna  Insurance Company of America
and Aetna Private Capital,  Inc. Aetna Life Insurance  and Annuity Company is  a
wholly  owned subsidiary of Aetna Retirement  Services, Inc. ("ARSI"). ARSI is a
wholly owned  subsidiary  of Aetna  Life  and Casualty  Company  ("Aetna").  Two
subsidiaries,  Systematized  Benefits  Administrators, Inc.  ("SBA"),  and Aetna
Investment Services,  Inc.  ("AISI"),  which were  previously  reported  in  the
consolidated  financial statements were distributed in  the form of dividends to
ARSI in December of  1995. The impact to  the Company's financial statements  of
distributing these dividends was immaterial.
 
The  consolidated  financial statements  have been  prepared in  conformity with
generally accepted accounting  principles. Intercompany  transactions have  been
eliminated.  Certain reclassifications have been made to 1994 and 1993 financial
information to conform to the 1995 presentation.
 
ACCOUNTING CHANGES
 
Accounting for Certain Investments in Debt and Equity Securities
 
On December 31, 1993, the Company adopted Financial Accounting Standard  ("FAS")
No. 115, Accounting for Certain Investments in Debt and Equity Securities, which
requires  the classification of debt securities  into three categories: "held to
maturity", which are carried at amortized cost; "available for sale", which  are
carried  at fair value with  changes in fair value  recognized as a component of
shareholder's equity;  and  "trading", which  are  carried at  fair  value  with
immediate recognition in income of changes in fair value.
 
Initial  adoption of this standard resulted in a net increase of $106.8 million,
net of taxes of $57.5 million, to net unrealized gains in shareholder's  equity.
These  amounts exclude gains and losses allocable to experience-rated (including
universal life) contractholders. Adoption of FAS No. 115 did not have a material
effect on deferred policy acquisition costs.
 
                                      F-7
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES
 
The preparation of  financial statements in  conformity with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the amounts reported in the financial statements and accompanying notes.
Actual results could differ from reported results using those estimates.
 
CASH AND CASH EQUIVALENT
 
Cash and cash  equivalents include cash  on hand, money  market instruments  and
other debt issues with a maturity of ninety days or less when purchased.
 
INVESTMENTS
 
Debt Securities
 
At  December  31,  1995 and  1994,  all  of the  Company's  debt  securities are
classified as available for sale and carried at fair value. These securities are
written down (as  realized losses) for  other than temporary  decline in  value.
Unrealized gains and losses related to these securities, after deducting amounts
allocable  to experience-rated contractholders and  related taxes, are reflected
in shareholder's equity.
 
Fair values for  debt securities  are based on  quoted market  prices or  dealer
quotations.  Where quoted market prices or  dealer quotations are not available,
fair values are measured utilizing  quoted market prices for similar  securities
or by using discounted cash flow methods. Cost for mortgage-backed securities is
adjusted  for unamortized premiums and discounts,  which are amortized using the
interest method over the  estimated remaining term  of the securities,  adjusted
for anticipated prepayments.
 
Purchases and sales of debt securities are recorded on the trade date.
 
Equity Securities
 
Equity securities are classified as available for sale and carried at fair value
based  on  quoted  market prices  or  dealer quotations.  Equity  securities are
written down (as realized  losses) for other than  temporary declines in  value.
Unrealized  gains  and  losses  related  to  such  securities  are  reflected in
shareholder's equity. Purchases and sales are recorded on the trade date.
 
The investment in affiliated mutual funds represents an investment in the  Aetna
Series  Fund, Inc., a retail  mutual fund which has  been seeded by the Company,
and is carried at fair value.
 
Mortgage Loans and Policy Loans
 
Mortgage loans and policy loans are carried at unpaid principal balances net  of
valuation  reserves, which approximates  fair value, and  are generally secured.
Purchases and sales of mortgage loans are recorded on the closing date.
 
                                      F-8
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Limited Partnership
 
The Company's limited partnership investment was carried at the amount  invested
plus the Company's share of undistributed operating results and unrealized gains
(losses),  which approximates  fair value. The  Company disposed  of the limited
partnership during 1995.
 
Short-Term Investments
 
Short-term investments,  consisting primarily  of money  market instruments  and
other  debt issues purchased with  an original maturity of  over ninety days and
less than one year, are  considered available for sale  and are carried at  fair
value, which approximates amortized cost.
 
DEFERRED POLICY ACQUISITION COSTS
 
Certain  costs of acquiring insurance business  have been deferred. These costs,
all of  which vary  with and  are primarily  related to  the production  of  new
business,  consist principally of commissions,  certain expenses of underwriting
and issuing  contracts and  certain  agency expenses.  For fixed  ordinary  life
contracts,  such costs are  amortized over expected  premium-paying periods. For
universal life  and  certain annuity  contracts,  such costs  are  amortized  in
proportion  to  estimated gross  profits and  adjusted  to reflect  actual gross
profits. These  costs  are  amortized  over twenty  years  for  annuity  pension
contracts, and over the contract period for universal life contracts.
 
Deferred  policy acquisition  costs are  written off  to the  extent that  it is
determined that future policy  premiums and investment  income or gross  profits
would not be adequate to cover related losses and expenses.
 
INSURANCE RESERVE LIABILITIES
 
The Company's liabilities include reserves related to fixed ordinary life, fixed
universal  life and fixed annuity contracts. Reserves for future policy benefits
for fixed  ordinary  life  contracts  are  computed  on  the  basis  of  assumed
investment  yield,  assumed  mortality, withdrawals  and  expenses,  including a
margin for adverse deviation,  which generally vary by  plan, year of issue  and
policy  duration. Reserve  interest rates  range from  2.25% to  10.00%. Assumed
investment yield is based on the Company's experience. Mortality and  withdrawal
rate  assumptions are  based on relevant  Aetna experience  and are periodically
reviewed against both industry standards and experience.
 
Reserves for fixed universal life (included in Future Policy Benefits) and fixed
deferred annuity  contracts  (included in  Policyholders'  Funds Left  With  the
Company)  are equal  to the fund  value. The  fund value is  equal to cumulative
deposits less  charges plus  credited interest  thereon, without  reduction  for
possible  future  penalties  assessed on  premature  withdrawal.  For guaranteed
interest options, the interest credited ranged  from 4.00% to 6.38% in 1995  and
4.00%  to 5.85%  in 1994.  For all  other fixed  options, the  interest credited
ranged from 5.00% to 7.00% in 1995 and 5.00% to 7.50% in 1994.
 
Reserves for  fixed annuity  contracts  in the  annuity  period and  for  future
amounts  due under  settlement options are  computed actuarially  using the 1971
Individual Annuity Mortality Table, the 1983 Individual Annuity Mortality Table,
the
 
                                      F-9
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
1983 Group Annuity  Mortality Table  and, in some  cases, mortality  improvement
according  to scales  G and H,  at assumed  interest rates ranging  from 3.5% to
9.5%. Reserves relating  to contracts  with life contingencies  are included  in
Future  Policy  Benefits. For  other contracts,  the  reserves are  reflected in
Policyholders' Funds Left With the Company.
 
Unpaid claims for all  lines of insurance include  benefits for reported  losses
and estimates of benefits for losses incurred but not reported.
 
PREMIUMS, CHARGES ASSESSED AGAINST POLICYHOLDERS, BENEFITS AND EXPENSES
 
Premiums  are recorded  as revenue when  due for fixed  ordinary life contracts.
Charges assessed against policyholders' funds  for cost of insurance,  surrender
charges,  actuarial margin and other fees  are recorded as revenue for universal
life and certain annuity contracts. Policy benefits and expenses are recorded in
relation to  the  associated  premiums  or  gross profit  so  as  to  result  in
recognition of profits over the expected lives of the contracts.
 
SEPARATE ACCOUNTS
 
Assets  held under variable  universal life, variable  life and variable annuity
contracts are segregated in Separate Accounts and are invested, as designated by
the contractholder or participant under a contract, in shares of Aetna  Variable
Fund, Aetna Income Shares, Aetna Variable Encore Fund, Aetna Investment Advisers
Fund,  Inc., Aetna GET Fund, or The Aetna Series Fund Inc., which are managed by
the Company or other selected mutual funds not managed by the Company.  Separate
Accounts  assets  and liabilities  are carried  at fair  value except  for those
relating to a  guaranteed interest option  which is offered  through a  Separate
Account.  The assets of the Separate  Account supporting the guaranteed interest
option are carried at an amortized cost  of $322.2 million for 1995 (fair  value
$343.9  million) and $149.7 million for  1994 (fair value $146.3 million), since
the Company bears the  investment risk where the  contract is held to  maturity.
Reserves relating to the guaranteed interest option are maintained at fund value
and  reflect interest credited at rates ranging  from 4.5% to 8.38% in both 1995
and 1994.  Separate  Accounts  assets  and liabilities  are  shown  as  separate
captions in the Consolidated Balance Sheets. Deposits, investment income and net
realized  and unrealized capital gains (losses) of the Separate Accounts are not
reflected in  the  Consolidated Statements  of  Income (with  the  exception  of
realized  capital gains (losses) on the sale of assets supporting the guaranteed
interest option).  The Consolidated  Statements  of Cash  Flows do  not  reflect
investment activity of the Separate Accounts.
 
FEDERAL INCOME TAXES
 
The  Company is included in the consolidated federal income tax return of Aetna.
The Company is taxed at regular corporate rates after adjusting income  reported
for financial statement purposes for certain items. Deferred income tax benefits
result  from changes during the year in cumulative temporary differences between
the tax basis and book basis of assets and liabilities.
 
                                      F-10
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
2.  INVESTMENTS
Investments in debt securities available for  sale as of December 31, 1995  were
as follows:
 
<TABLE>
<CAPTION>
                                                            GROSS        GROSS
                                               AMORTIZED  UNREALIZED   UNREALIZED     FAIR
                                                 COST       GAINS        LOSSES       VALUE
                                               ---------  ----------   ----------   ---------
                                                                 (MILLIONS)
<S>                                            <C>        <C>          <C>          <C>
U.S. Treasury securities and obligations of
 U.S. government agencies and corporations...  $   539.5    $ 47.5       $  --      $   587.0
Obligations of states and political
 subdivisions................................       41.4      12.4          --           53.8
U.S. Corporate securities:
  Financial..................................    2,764.4     110.3         2.1        2,872.6
  Utilities..................................      454.4      27.8         1.0          481.2
  Other......................................    2,177.7     159.5         1.2        2,336.0
                                               ---------  ----------     -----      ---------
  Total U.S. Corporate securities............    5,396.5     297.6         4.3        5,689.8
Foreign securities:
  Government.................................      316.4      26.1         2.0          340.5
  Financial..................................      534.2      45.4         3.5          576.1
  Utilities..................................      236.3      32.9          --          269.2
  Other......................................      215.7      15.1          --          230.8
                                               ---------  ----------     -----      ---------
  Total Foreign securities...................    1,302.6     119.5         5.5        1,416.6
Residential mortgage-backed securities:
  Residential pass-throughs..................      556.7      99.2         1.8          654.1
  Residential CMOs...........................    2,383.9     167.6         2.2        2,549.3
                                               ---------  ----------     -----      ---------
  Total Residential mortgage-backed
   securities................................    2,940.6     266.8         4.0        3,203.4
Commercial/Multifamily mortgage-backed
 securities..................................      741.9      32.3         0.2          774.0
                                               ---------  ----------     -----      ---------
  Total Mortgage-backed securities...........    3,682.5     299.1         4.2        3,977.4
Other asset-backed securities................      961.2      35.5         0.5          996.2
                                               ---------  ----------     -----      ---------
Total debt securities available for sale.....  $11,923.7    $811.6       $14.5      $12,720.8
                                               ---------  ----------     -----      ---------
                                               ---------  ----------     -----      ---------
</TABLE>
 
                                      F-11
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
2.  INVESTMENTS (CONTINUED)
Investments  in debt securities available for sale  as of December 31, 1994 were
as follows:
 
<TABLE>
<CAPTION>
                                                            GROSS        GROSS
                                               AMORTIZED  UNREALIZED   UNREALIZED     FAIR
                                                 COST       GAINS        LOSSES       VALUE
                                               ---------  ----------   ----------   ---------
                                                                 (MILLIONS)
<S>                                            <C>        <C>          <C>          <C>
U.S. Treasury securities and obligations of
 U.S. government agencies and corporations...  $ 1,396.1    $  2.0       $ 84.2     $ 1,313.9
Obligations of states and political
 subdivisions................................       37.9       1.2           --          39.1
U.S. Corporate securities:
  Financial..................................    2,216.9       3.8        109.4       2,111.3
  Utilities..................................      100.1        --          7.9          92.2
  Other......................................    1,344.3       6.0         67.9       1,282.4
                                               ---------  ----------   ----------   ---------
  Total U.S. Corporate securities............    3,661.3       9.8        185.2       3,485.9
Foreign securities:
  Government.................................      434.4       1.2         33.9         401.7
  Financial..................................      368.2       1.1         23.0         346.3
  Utilities..................................      204.4       2.5          9.5         197.4
  Other......................................       46.3       0.8          1.5          45.6
                                               ---------  ----------   ----------   ---------
  Total Foreign securities...................    1,053.3       5.6         67.9         991.0
Residential mortgage-backed securities:
  Residential pass-throughs..................      627.1      81.5          5.0         703.6
  Residential CMOs...........................    2,671.0      32.9        139.4       2,564.5
                                               ---------  ----------   ----------   ---------
Total Residential mortgage-backed
 securities..................................    3,298.1     114.4        144.4       3,268.1
Commercial/Multifamily mortgage-backed
 securities..................................      435.0       0.2         21.3         413.9
                                               ---------  ----------   ----------   ---------
Total Mortgage-backed securities.............    3,733.1     114.6        165.7       3,682.0
Other asset-backed securities................      696.1       0.2         16.8         679.5
                                               ---------  ----------   ----------   ---------
Total debt securities available for sale.....  $10,577.8    $133.4       $519.8     $10,191.4
                                               ---------  ----------   ----------   ---------
                                               ---------  ----------   ----------   ---------
</TABLE>
 
At December 31,  1995 and  1994, net unrealized  appreciation (depreciation)  of
$797.1  million and $(386.4)  million, respectively, on  available for sale debt
securities included $619.1 million  and $(308.6) million, respectively,  related
to  experience-rated contractholders,  which were not  included in shareholder's
equity.
 
                                      F-12
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
2.  INVESTMENTS (CONTINUED)
The amortized cost and fair value of debt securities for the year ended December
31, 1995 are shown below by  contractual maturity. Actual maturities may  differ
from  contractual maturities because securities  may be restructured, called, or
prepaid.
 
<TABLE>
<CAPTION>
                                                         AMORTIZED    FAIR
                                                           COST       VALUE
                                                         ---------  ---------
                                                              (MILLIONS)
<S>                                                      <C>        <C>
Due to mature:
  One year or less.....................................  $   348.8  $   351.1
  After one year through five years....................    2,100.2    2,159.5
  After five years through ten years...................    2,516.0    2,663.4
  After ten years......................................    2,315.0    2,573.2
  Mortgage-backed securities...........................    3,682.5    3,977.4
  Other asset-backed securities........................      961.2      996.2
                                                         ---------  ---------
  Total................................................  $11,923.7  $12,720.8
                                                         ---------  ---------
                                                         ---------  ---------
</TABLE>
 
The Company engages in  securities lending whereby  certain securities from  its
portfolio  are  loaned to  other institutions  for short  periods of  time. Cash
collateral, which is in excess of the market value of the loaned securities,  is
deposited by the borrower with a lending agent, and retained and invested by the
lending agent to generate additional income for the Company. The market value of
the  loaned securities is monitored on  a daily basis with additional collateral
obtained or refunded as the market  value fluctuates. At December 31, 1995,  the
Company  had loaned  securities (which are  reflected as invested  assets on the
Consolidated Balance  Sheets)  with  a  market  value  of  approximately  $264.5
million.
 
At  December 31, 1995 and 1994, debt securities carried at $7.4 million and $7.0
million, respectively, were on deposit as required by regulatory authorities.
 
The valuation reserve for mortgage loans was $3.1 million at December 31,  1994.
There  was no  valuation reserve  for mortgage loans  at December  31, 1995. The
carrying value of  non-income producing  investments was $0.1  million and  $0.2
million at December 31, 1995 and 1994, respectively.
 
                                      F-13
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
2.  INVESTMENTS (CONTINUED)
Investments  in a single issuer, other  than obligations of the U.S. government,
with a carrying value in excess of 10% of the Company's shareholder's equity  at
December 31, 1995 are as follows:
 
<TABLE>
<CAPTION>
                                                         AMORTIZED
DEBT SECURITIES                                             COST     FAIR VALUE
                                                         ----------  ----------
                                                               (MILLIONS)
<S>                                                      <C>         <C>
General Electric Corporation...........................    $ 314.9     $  329.3
General Motors Corporation.............................      273.9        284.5
Associates Corporation of North America................      230.2        239.1
Society National Bank..................................      203.5        222.3
Ciesco, L.P............................................      194.9        194.9
Countrywide Funding....................................      171.2        172.7
Baxter International...................................      168.9        168.9
Time Warner............................................      158.6        166.1
Ford Motor Company.....................................      156.7        162.6
</TABLE>
 
The  portfolio of debt securities at December  31, 1995 and 1994 included $662.5
million and $318.3 million, respectively, (5% and 3%, respectively, of the  debt
securities)  of investments that are considered "below investment grade". "Below
investment grade" securities are  defined to be securities  that carry a  rating
below  BBB-/Baa3, by Standard &  Poors/ Moody's Investor Services, respectively.
The increase in below investment grade securities  is the result of a change  in
investment  strategy, which  has reduced  the Company's  holdings in residential
mortgage-back securities  and  increased  the Company's  holdings  in  corporate
securities.   Residential  mortgage-back   securities  are   subject  to  higher
prepayment risk  and lower  credit risk,  while corporate  securities earning  a
comparable yield are subject to higher credit risk and lower prepayment risk. We
expect  the percentage  of below  investment grade  securities will  increase in
1996, but we expect that  the overall average quality  of the portfolio of  debt
securities  will remain  at AA-. Of  these below investment  grade assets, $14.5
million and $31.8  million, at December  31, 1995 and  1994, respectively,  were
investments  that were  purchased at  investment grade,  but whose  ratings have
since been downgraded.
 
Included in  residential mortgage-back  securities are  collateralized  mortgage
obligations  ("CMOs") with carrying  values of $2.5 billion  and $2.6 billion at
December 31,  1995  and 1994,  respectively.  The principal  risks  inherent  in
holding  CMOs are prepayment  and extension risks  related to dramatic decreases
and increases in interest rates whereby the CMOs would be subject to  repayments
of  principal earlier or later than originally anticipated. At December 31, 1995
and 1994, approximately 79% and 85%, respectively, of the Company's CMO holdings
consisted of sequential and planned amortization class debt securities which are
subject to less  prepayment and extension  risk than other  CMO instruments.  At
December  31, 1995  and 1994,  approximately 81%  and 82%,  respectively, of the
Company's CMO holdings  were collateralized  by residential  mortgage loans,  on
which  the  timely payment  of principal  and interest  was backed  by specified
government agencies (e.g., GNMA, FNMA, FHLMC).
 
If due to  declining interest  rates, principal was  to be  repaid earlier  than
originally  anticipated,  the  Company  could  be  affected  by  a  decrease  in
investment income due  to the reinvestment  of these funds  at a lower  interest
rate.  Such prepayments  may result  in a  duration mismatch  between assets and
liabilities  which  could  be  corrected  as  cash  from  prepayments  could  be
reinvested at an appropriate duration to adjust the mismatch.
 
                                      F-14
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
2.  INVESTMENTS (CONTINUED)
Conversely,  if due  to increasing  interest rates,  principal was  to be repaid
slower than originally anticipated, the Company could be affected by a  decrease
in cash flow which reduces the ability to reinvest expected principal repayments
at higher interest rates. Such slower payments may result in a duration mismatch
between  assets and liabilities which could  be corrected as available cash flow
could be reinvested at an appropriate duration to adjust the mismatch.
 
At December 31,  1995 and 1994,  approximately 3% and  4%, respectively, of  the
Company's   CMO   holdings  consisted   of   interest-only  strips   ("IOs")  or
principal-only strips ("POs"). IOs receive payments of interest and POs  receive
payments  of principal on the underlying pool of mortgages. The risk inherent in
holding POs is extension  risk related to dramatic  increases in interest  rates
whereby  the  future  payments due  on  POs  could be  repaid  much  slower than
originally  anticipated.  The  extension  risks  inherent  in  holding  POs  was
mitigated  somewhat by offsetting positions in IOs. During dramatic increases in
interest  rates,  IOs  would  generate  more  future  payments  than  originally
anticipated.
 
The  risk  inherent  in  holding  IOs is  prepayment  risk  related  to dramatic
decreases in interest rates whereby future IO cash flows could be much less than
originally anticipated and in some cases could be less than the original cost of
the IO. The risks inherent in  IOs are mitigated somewhat by holding  offsetting
positions in POs. During dramatic decreases in interest rates POs would generate
future cash flows much quicker than originally anticipated.
 
Investments in available for sale equity securities were as follows:
 
<TABLE>
<CAPTION>
                                               GROSS       GROSS
                                             UNREALIZED  UNREALIZED
                                      COST     GAINS       LOSSES    FAIR VALUE
                                     ------  ----------  ----------  ----------
                                                     (MILLIONS)
<S>                                  <C>     <C>         <C>         <C>
1995
  Equity Securities................  $231.6     $ 27.2      $ 1.2      $ 257.6
                                     ------      -----        ---    ----------
1994
  Equity Securities................  $230.5     $  6.5      $ 7.9      $ 229.1
                                     ------      -----        ---    ----------
</TABLE>
 
3.  CAPITAL GAINS AND LOSSES ON INVESTMENT OPERATIONS
Realized  capital gains or  losses are the  difference between proceeds received
from investments sold or prepaid, and amortized cost. Net realized capital gains
as reflected in the Consolidated Statements  of Income are after deductions  for
net  realized capital gains (losses)  allocated to experience-rated contracts of
$61.1 million, $(29.1) million and $(54.8) million for the years ended  December
31,  1995, 1994,  and 1993,  respectively. Net  realized capital  gains (losses)
allocated to experience-rated contracts are deferred and subsequently  reflected
in  credited  rates  on  an amortized  basis.  Net  unamortized  gains (losses),
reflected as a  component of Policyholders'  Funds Left With  the Company,  were
$7.3  million and  $(50.7) million  at the  end of  December 31,  1995 and 1994,
respectively.
 
Changes to the mortgage loan valuation reserve and writedowns on debt securities
are included  in  net realized  capital  gains  (losses) and  amounted  to  $3.1
million,  $1.1 million and $(98.5) million,  of which $2.2 million, $0.8 million
and $(91.5) million were allocable to experience-rated contractholders, for  the
years ended December 31, 1995, 1994 and 1993, respectively. The 1993 losses were
primarily  related to writedowns of  interest-only mortgage-backed securities to
their fair value.
 
                                      F-15
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
3.  CAPITAL GAINS AND LOSSES ON INVESTMENT OPERATIONS (CONTINUED)
Net realized capital gains (losses) on investments, net of amounts allocated  to
experience-rated contracts, were as follows:
 
<TABLE>
<CAPTION>
                                                         1995   1994     1993
                                                         -----  -----   ------
                                                              (MILLIONS)
<S>                                                      <C>    <C>     <C>
Debt securities........................................  $32.8  $ 1.0   $  9.6
Equity securities......................................    8.3    0.2      0.1
Mortgage loans.........................................    0.2    0.3     (0.2)
                                                         -----  -----   ------
Pretax realized capital gains..........................  $41.3  $ 1.5   $  9.5
                                                         -----  -----   ------
After-tax realized capital gains.......................  $25.8  $ 1.0   $  6.2
                                                         -----  -----   ------
</TABLE>
 
Gross  gains of $44.6 million, $26.6 million  and $33.3 million and gross losses
of $11.8 million, $25.6 million and  $23.7 million were realized from the  sales
of investments in debt securities in 1995, 1994 and 1993, respectively.
 
Changes  in unrealized capital  gains (losses), excluding  changes in unrealized
capital gains  (losses) related  to experience-rated  contracts, for  the  years
ended December 31, were as follows:
 
<TABLE>
<CAPTION>
                                                          1995     1994      1993
                                                         ------  --------   ------
                                                                (MILLIONS)
<S>                                                      <C>     <C>        <C>
Debt securities........................................  $255.9  $ (242.1)  $164.3
Equity securities......................................    27.3     (13.3)    10.6
Limited partnership....................................     1.8      (1.8)      --
                                                         ------  --------   ------
                                                          285.0    (257.2)   174.9
Deferred federal income taxes (See Note 6).............   (36.5)     46.3     61.2
                                                         ------  --------   ------
Net change in unrealized capital gains (losses)........  $321.5  $ (303.5)  $113.7
                                                         ------  --------   ------
                                                         ------  --------   ------
</TABLE>
 
Net unrealized capital gains (losses) allocable to experience-rated contracts of
$515.0  million and $104.1 million at December 31, 1995 and $(260.9) million and
$(47.7) million at December 31, 1994  are reflected on the Consolidated  Balance
Sheet  in Policyholders' Funds Left With the Company and Future Policy Benefits,
respectively, and are not included in shareholder's equity.
 
                                      F-16
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
3.  CAPITAL GAINS AND LOSSES ON INVESTMENT OPERATIONS (CONTINUED)
Shareholder's equity included the  following unrealized capital gains  (losses),
which  are  net of  amounts  allocable to  experience-rated  contractholders, at
December 31:
 
<TABLE>
<CAPTION>
                                                          1995    1994      1993
                                                         ------  -------   -------
                                                                (MILLIONS)
<S>                                                      <C>     <C>       <C>
Debt securities
  Gross unrealized capital gains.......................  $179.3  $  27.4   $ 164.3
  Gross unrealized capital losses......................    (1.3)  (105.2)       --
                                                         ------  -------   -------
                                                          178.0    (77.8)    164.3
Equity securities
  Gross unrealized capital gains.......................    27.2      6.5      12.0
  Gross unrealized capital losses......................    (1.2)    (7.9)     (0.1)
                                                         ------  -------   -------
                                                           26.0     (1.4)     11.9
Limited Partnership
  Gross unrealized capital gains.......................      --       --        --
  Gross unrealized capital losses......................      --     (1.8)       --
                                                         ------  -------   -------
Deferred federal income taxes (See Note 6).............    71.5    108.0      61.7
                                                         ------  -------   -------
Net unrealized capital gains (losses)..................  $132.5  $(189.0)  $ 114.5
                                                         ------  -------   -------
                                                         ------  -------   -------
</TABLE>
 
4.  NET INVESTMENT INCOME
Sources of net investment income were as follows:
 
<TABLE>
<CAPTION>
                                                           1995     1994    1993
                                                         --------  ------  ------
                                                                (MILLIONS)
<S>                                                      <C>       <C>     <C>
Debt securities........................................  $  891.5  $823.9  $828.0
Preferred stock........................................       4.2     3.9     2.3
Investment in affiliated mutual funds..................      14.9     5.2     2.9
Mortgage loans.........................................       1.4     1.4     1.5
Policy loans...........................................      13.7    11.5    10.8
Reinsurance loan to affiliate..........................      46.5    51.5    53.3
Cash equivalents.......................................      38.9    29.5    16.8
Other..................................................       8.4     6.7     7.7
                                                         --------  ------  ------
Gross investment income................................   1,019.5   933.6   923.3
Less investment expenses...............................     (15.2)  (16.4)  (11.4)
                                                         --------  ------  ------
Net investment income..................................  $1,004.3  $917.2  $911.9
                                                         --------  ------  ------
                                                         --------  ------  ------
</TABLE>
 
Net  investment   income   includes  amounts   allocable   to   experience-rated
contractholders  of $744.2  million, $677.1 million  and $661.3  million for the
years ended December 31, 1995, 1994 and 1993, respectively. Interest credited to
contractholders is included in Current and Future Benefits.
 
                                      F-17
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
5.  DIVIDEND RESTRICTIONS AND SHAREHOLDER'S EQUITY
The Company distributed  $2.9 million in  the form  of dividends of  two of  its
subsidiaries, SBA and AISI, to Aetna Retirement Services, Inc. in 1995.
 
The  amount of  dividends that may  be paid  to the shareholder  in 1996 without
prior approval by  the Insurance  Commissioner of  the State  of Connecticut  is
$70.0 million.
 
The  Insurance  Department  of  the  State  of  Connecticut  (the  "Department")
recognizes as net income  and shareholder's equity  those amounts determined  in
conformity  with statutory accounting  practices prescribed or  permitted by the
Department, which differ in certain respects from generally accepted  accounting
principles.  Statutory net  income was  $70.0 million,  $64.9 million  and $77.6
million for the  years ended  December 31,  1995, 1994  and 1993,  respectively.
Statutory  shareholder's  equity was  $670.7 million  and  $615.0 million  as of
December 31, 1995 and 1994, respectively.
 
At December 31, 1995  and December 31,  1994, the Company  does not utilize  any
statutory  accounting practices which are not prescribed by insurance regulators
that,  individually   or  in   the   aggregate,  materially   affect   statutory
shareholder's equity.
 
6.  FEDERAL INCOME TAXES
The  Company is included in the consolidated federal income tax return of Aetna.
Aetna allocates to  each member an  amount approximating the  tax it would  have
incurred  were it not a member of the consolidated group, and credits the member
for the use of its tax saving attributes in the consolidated return.
 
In August 1993, the Omnibus Budget Reconciliation Act of 1993 (OBRA) was enacted
which resulted in an increase in the federal corporate tax rate from 34% to  35%
retroactive to January 1, 1993. The enactment of OBRA resulted in an increase in
the  deferred  tax liability  of $3.4  million  at date  of enactment,  which is
included in the 1993 deferred tax expense.
 
Components of income tax expense (benefits) were as follows:
 
<TABLE>
<CAPTION>
                                                         1995   1994    1993
                                                         -----  -----  -------
                                                              (MILLIONS)
<S>                                                      <C>    <C>    <C>
Current taxes (benefits):
  Income from operations...............................  $82.9  $78.7  $  87.1
  Net realized capital gains...........................   28.5  (33.2)    18.1
                                                         -----  -----  -------
                                                         111.4   45.5    105.2
                                                         -----  -----  -------
Deferred taxes (benefits):
  Income from operations...............................  (14.4)  (8.0)   (14.2)
  Net realized capital gains...........................  (12.9)  33.7    (14.8)
                                                         -----  -----  -------
                                                         (27.3)  25.7    (29.0)
                                                         -----  -----  -------
  Total................................................  $84.1  $71.2  $  76.2
                                                         -----  -----  -------
                                                         -----  -----  -------
</TABLE>
 
                                      F-18
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
6.  FEDERAL INCOME TAXES (CONTINUED)
Income tax  expense was  different  from the  amount  computed by  applying  the
federal  income tax rate to income before federal income taxes for the following
reasons:
 
<TABLE>
<CAPTION>
                                                          1995    1994    1993
                                                         ------  ------  ------
                                                               (MILLIONS)
<S>                                                      <C>     <C>     <C>
Income before federal income taxes.....................  $260.0  $216.5  $219.1
Tax rate...............................................     35%     35%     35%
                                                         ------  ------  ------
Application of the tax rate............................    91.0    75.8    76.7
                                                         ------  ------  ------
Tax effect of:
  Excludable dividends.................................    (9.3)   (8.6)   (8.7)
  Tax reserve adjustments..............................     3.9     2.9     4.7
  Reinsurance transaction..............................    (0.5)    1.9    (0.2)
  Tax rate change on deferred liabilities..............      --      --     3.7
  Other, net...........................................    (1.0)   (0.8)     --
                                                         ------  ------  ------
  Income tax expense...................................  $ 84.1  $ 71.2  $ 76.2
                                                         ------  ------  ------
                                                         ------  ------  ------
</TABLE>
 
The tax effects of temporary differences  that give rise to deferred tax  assets
and deferred tax liabilities at December 31 are presented below:
 
<TABLE>
<CAPTION>
                                                          1995    1994
                                                         ------  ------
                                                           (MILLIONS)
<S>                                                      <C>     <C>
Deferred tax assets:
  Insurance reserves...................................  $290.4  $211.5
  Net unrealized capital losses........................      --   136.3
  Unrealized gains allocable to experience-rated
   contracts...........................................   216.7      --
  Investment losses not currently deductible...........     7.3    15.5
  Postretirement benefits other than pensions..........     7.7     8.4
  Other................................................    32.0    28.3
                                                         ------  ------
Total gross assets.....................................   554.1   400.0
Less valuation allowance...............................      --   136.3
                                                         ------  ------
Deferred tax assets, net of valuation..................   554.1   263.7
Deferred tax liabilities:
  Deferred policy acquisition costs....................   433.0   385.2
  Unrealized losses allocable to experience-rated
   contracts...........................................      --   108.0
  Market discount......................................     4.4     3.6
  Net unrealized capital gains.........................   288.2      --
  Other................................................    (1.9)    0.4
                                                         ------  ------
Total gross liabilities................................   723.7   497.2
                                                         ------  ------
Net deferred tax liability.............................  $169.6  $233.5
                                                         ------  ------
                                                         ------  ------
</TABLE>
 
                                      F-19
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
6.  FEDERAL INCOME TAXES (CONTINUED)
Net  unrealized capital gains  and losses are  presented in shareholder's equity
net of deferred  taxes. At December  31, 1994, $81.0  million of net  unrealized
capital  losses  were reflected  in  shareholder's equity  without  deferred tax
benefits. As  of December  31, 1995,  no valuation  allowance was  required  for
unrealized capital gains and losses. The reversal of the valuation allowance had
no impact on net income in 1995.
 
The  "Policyholders'  Surplus  Account," which  arose  under prior  tax  law, is
generally that portion of a life  insurance company's statutory income that  has
not  been subject  to taxation.  As of December  31, 1983,  no further additions
could be made  to the  Policyholders' Surplus  Account for  tax return  purposes
under  the  Deficit Reduction  Act  of 1984.  The  balance in  such  account was
approximately $17.2 million  at December 31,  1995. This amount  would be  taxed
only under certain conditions. No income taxes have been provided on this amount
since  management believes  the conditions under  which such  taxes would become
payable are remote.
 
The Internal  Revenue  Service ("Service")  has  completed examinations  of  the
consolidated  federal income tax returns of  Aetna through 1986. Discussions are
being held  with the  Service  with respect  to proposed  adjustments.  However,
management  believes there are adequate defenses against, or sufficient reserves
to provide for, such challenges. The Service has commenced its examinations  for
the years 1987 through 1990.
 
7.  BENEFIT PLANS
Employee   Pension   Plans--The  Company,   in   conjunction  with   Aetna,  has
non-contributory  defined  benefit  pension  plans  covering  substantially  all
employees.  The plans  provide pension  benefits based  on years  of service and
average annual compensation (measured over  sixty consecutive months of  highest
earnings  in  a  120  month  period).  Contributions  are  determined  using the
Projected  Unit  Credit  Method  and,  for  qualified  plans  subject  to  ERISA
requirements,  are limited to the amounts  that are currently deductible for tax
reporting purposes.  The  accumulated benefit  obligation  and plan  assets  are
recorded by Aetna. The accumulated plan assets exceed accumulated plan benefits.
There  has been  no funding  to the plan  for the  years 1993  through 1995, and
therefore, no expense has been recorded by the Company.
 
Agent Pension Plans--The Company, in conjunction with Aetna, has a non-qualified
pension plan covering certain agents.  The plan provides pension benefits  based
on  annual commission earnings.  The accumulated plan  assets exceed accumulated
plan benefits. There has been no funding to the plan for the years 1993  through
1995, and therefore, no expense has been recorded by the Company.
 
Employee  Postretirement  Benefits--In addition  to providing  pension benefits,
Aetna also  provides  certain  postretirement health  care  and  life  insurance
benefits,  subject to  certain caps, for  retired employees.  Medical and dental
benefits are offered to all full-time employees retiring at age 50 with at least
15 years of service or at age 65 with at least 10 years of service. Retirees are
required to contribute to the plans based on their years of service with Aetna.
 
The cost to the Company associated with the Aetna postretirement plans for 1995,
1994 and 1993 were $1.4 million, $1.0 million and $0.8 million, respectively.
 
Agent Postretirement  Benefits--The Company,  in  conjunction with  Aetna,  also
provides  certain  postemployment health  care and  life insurance  benefits for
certain agents.
 
                                      F-20
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
7.  BENEFIT PLANS (CONTINUED)
 
The cost to the Company associated to the agents' postretirement plans for 1995,
1994 and 1993 were $0.8 million, $0.7 million and $0.6 million, respectively.
 
Incentive  Savings Plan--Substantially all employees are eligible to participate
in a savings plan under which designated contributions, which may be invested in
common stock of Aetna  or certain other  investments, are matched,  up to 5%  of
compensation,  by Aetna. Pretax charges to  operations for the incentive savings
plan were $4.9 million, $3.3  million and $3.1 million  in 1995, 1994 and  1993,
respectively.
 
Stock  Plans--Aetna has a  stock incentive plan that  provides for stock options
and deferred contingent common  stock or cash awards  to certain key  employees.
Aetna  also has a stock option plan  under which executive and middle management
employees of Aetna may be granted options  to purchase common stock of Aetna  at
the  market price on the  date of grant or,  in connection with certain business
combinations, may  be granted  options  to purchase  common stock  on  different
terms.  The cost to the Company associated  with the Aetna stock plans for 1995,
1994 and 1993, was $6.3 million, $1.7 million and $0.4 million, respectively.
 
8.  RELATED PARTY TRANSACTIONS
The Company is compensated  by the Separate Accounts  for bearing mortality  and
expense  risks  pertaining to  variable life  and  annuity contracts.  Under the
insurance contracts, the Separate Accounts pay the Company a daily fee which, on
an annual basis, ranges, depending on the  product, from .25% to 1.80% of  their
average  daily net assets. The Company also receives fees from the variable life
and annuity mutual  funds and The  Aetna Series Fund  for serving as  investment
adviser.  Under the advisory agreements,  the Funds pay the  Company a daily fee
which, on an annual basis, ranges, depending on the fund, from .25% to 1.00%  of
their  average  daily net  assets.  The advisory  agreements  also call  for the
variable funds to pay their own administrative expenses and for The Aetna Series
Fund to  pay certain  administrative expenses.  The Company  also receives  fees
(expressed  as a  percentage of  the average  daily net  assets) from  The Aetna
Series Fund  for providing  administration, shareholder  services and  promoting
sales.  The amount of compensation and  fees received from the Separate Accounts
and Funds,  included  in Charges  Assessed  Against Policyholders,  amounted  to
$128.1  million,  $104.6  million and  $93.6  million  in 1995,  1994  and 1993,
respectively. The Company may waive advisory fees at its discretion.
 
The Company may, from time  to time, make reimbursements to  a Fund for some  or
all  of its operating expenses. Reimbursement  arrangements may be terminated at
any time without notice.
 
Since 1981, all  domestic individual non-participating  life insurance of  Aetna
and  its subsidiaries  has been  issued by  the Company.  Effective December 31,
1988, the Company entered into a reinsurance agreement with Aetna Life Insurance
Company ("Aetna  Life")  in which  substantially  all of  the  non-participating
individual  life and annuity  business written by  Aetna Life prior  to 1981 was
assumed by the  Company. A  $108.0 million commission,  paid by  the Company  to
Aetna  Life in 1988,  was capitalized as deferred  policy acquisition costs. The
Company maintained insurance reserves of $655.5 million and $690.3 million as of
December 31, 1995 and 1994, respectively,  relating to the business assumed.  In
consideration  for  the  assumption of  this  business, a  loan  was established
relating to the assets held by Aetna Life which support the insurance  reserves.
The  loan is being reduced in accordance  with the decrease in the reserves. The
fair value of this loan was $663.5 million and $630.3 million as of December 31,
1995 and 1994, respectively, and is based upon the fair value of the  underlying
assets.  Premiums of $28.0 million, $32.8  million and $33.3 million and current
and future  benefits of  $43.0 million,  $43.8 million  and $55.4  million  were
assumed in 1995, 1994 and 1993, respectively.
 
                                      F-21
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
8.  RELATED PARTY TRANSACTIONS (CONTINUED)
Investment  income  of  $46.5  million,  $51.5  million  and  $53.3  million was
generated from  the  reinsurance loan  to  affiliate  in 1995,  1994  and  1993,
respectively. Net income of approximately $18.4 million, $25.1 million and $13.6
million resulted from this agreement in 1995, 1994 and 1993, respectively.
 
On  December 16, 1988, the Company assumed $25.0 million of premium revenue from
Aetna Life  for the  purchase and  administration of  a life  contingent  single
premium  variable  payout annuity  contract. In  addition,  the Company  also is
responsible for administering fixed annuity payments that are made to annuitants
receiving variable payments. Reserves  of $28.0 million  and $24.2 million  were
maintained for this contract as of December 31, 1995 and 1994, respectively.
 
Effective  February  1,  1992, the  Company  increased its  retention  limit per
individual life to $2.0  million and entered into  a reinsurance agreement  with
Aetna  Life to reinsure amounts in excess of this limit, up to a maximum of $8.0
million on any new individual life  business, on a yearly renewable term  basis.
Premium  amounts related to  this agreement were $3.2  million, $1.3 million and
$0.6 million for 1995, 1994 and 1993, respectively.
 
The Company received no capital contributions in 1995, 1994 or 1993.
 
The Company distributed  $2.9 million in  the form  of dividends of  two of  its
subsidiaries, SBA and AISI, to Aetna Retirement Services, Inc. in 1995.
 
Premiums  due and other  receivables include $5.7 million  and $27.6 million due
from affiliates in 1995 and 1994, respectively. Other liabilities include  $12.4
million and $27.9 million due to affiliates for 1995 and 1994, respectively.
 
Substantially all of the administrative and support functions of the Company are
provided by Aetna and its affiliates. The financial statements reflect allocated
charges  for these  services based  upon measures  appropriate for  the type and
nature of service provided.
 
9.  REINSURANCE
The Company utilizes indemnity reinsurance agreements to reduce its exposure  to
large  losses in all aspects of its insurance business. Such reinsurance permits
recovery of a portion of losses from reinsurers, although it does not  discharge
the  primary liability of the Company as  direct insurer of the risks reinsured.
The Company  evaluates  the  financial  strength  of  potential  reinsurers  and
continually   monitors  the  financial  condition   of  reinsurers.  Only  those
reinsurance recoverables deemed probable of recovery are reflected as assets  on
the Company's Consolidated Balance Sheets.
 
                                      F-22
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
9.  REINSURANCE (CONTINUED)
The  following table  includes premium amounts  ceded/assumed to/from affiliated
companies as discussed in Note 8 above.
<TABLE>
<CAPTION>
                                                                                                 CEDED TO        ASSUMED
                                                                                     DIRECT        OTHER       FROM OTHER
                                                                                     AMOUNT      COMPANIES      COMPANIES
                                                                                    ---------  -------------  -------------
                                                                                                  (MILLIONS)
<S>                                                                                 <C>        <C>            <C>
1995
Premiums:
  Life Insurance..................................................................  $    28.8    $     8.6      $    28.0
  Accident and Health Insurance...................................................        7.5          7.5             --
  Annuities.......................................................................       82.1           --            0.5
                                                                                    ---------        -----          -----
  Total earned premiums...........................................................  $   118.4    $    16.1      $    28.5
                                                                                    ---------        -----          -----
                                                                                    ---------        -----          -----
 
1994
Premiums:
  Life Insurance..................................................................  $    27.3    $     6.0      $    32.8
  Accident and Health Insurance...................................................        9.3          9.3             --
  Annuities.......................................................................       69.9           --            0.2
                                                                                    ---------        -----          -----
  Total earned premiums...........................................................  $   106.5    $    15.3      $    33.0
                                                                                    ---------        -----          -----
                                                                                    ---------        -----          -----
1993
Premiums:
  Life Insurance..................................................................  $    22.4    $     5.6      $    33.3
  Accident and Health Insurance...................................................       12.9         12.9             --
  Annuities.......................................................................       31.3           --            0.7
                                                                                    ---------        -----          -----
  Total earned premiums...........................................................  $    66.6    $    18.5      $    34.0
                                                                                    ---------        -----          -----
                                                                                    ---------        -----          -----
 
<CAPTION>
 
                                                                                       NET
                                                                                     AMOUNT
                                                                                    ---------
 
<S>                                                                                 <C>
1995
Premiums:
  Life Insurance..................................................................  $    48.2
  Accident and Health Insurance...................................................         --
  Annuities.......................................................................       82.6
                                                                                    ---------
  Total earned premiums...........................................................  $   130.8
                                                                                    ---------
                                                                                    ---------
1994
Premiums:
  Life Insurance..................................................................  $    54.1
  Accident and Health Insurance...................................................         --
  Annuities.......................................................................       70.1
                                                                                    ---------
  Total earned premiums...........................................................  $   124.2
                                                                                    ---------
                                                                                    ---------
1993
Premiums:
  Life Insurance..................................................................  $    50.1
  Accident and Health Insurance...................................................         --
  Annuities.......................................................................       32.0
                                                                                    ---------
  Total earned premiums...........................................................  $    82.1
                                                                                    ---------
                                                                                    ---------
</TABLE>
 
                                      F-23
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
10. FINANCIAL INSTRUMENTS
 
ESTIMATED FAIR VALUE
 
The carrying  values  and  estimated  fair values  of  the  Company's  financial
instruments at December 31, 1995 and 1994 were as follows:
 
<TABLE>
<CAPTION>
                                                                      1995                  1994
                                                              --------------------  --------------------
                                                              CARRYING     FAIR     CARRYING     FAIR
                                                                VALUE      VALUE      VALUE      VALUE
                                                              ---------  ---------  ---------  ---------
                                                                              (MILLIONS)
<S>                                                           <C>        <C>        <C>        <C>
Assets:
  Cash and cash equivalents.................................  $   568.8  $   568.8  $   623.3  $   623.3
  Short-term investments....................................       15.1       15.1       98.0       98.0
  Debt securities...........................................   12,720.8   12,720.8   10,191.4   10,191.4
  Equity securities.........................................      257.6      257.6      229.1      229.1
  Limited partnership.......................................         --         --       24.4       24.4
  Mortgage loans............................................       21.2       21.9        9.9        9.9
 
Liabilities:
  Investment contract liabilities:
    With a fixed maturity...................................      989.1    1,001.2      826.7      833.5
    Without a fixed maturity................................    9,511.0    9,298.4    8,122.6    7,918.2
</TABLE>
 
Fair  value estimates are made  at a specific point  in time, based on available
market information  and  judgments  about  the  financial  instrument,  such  as
estimates  of timing and amount of expected future cash flows. Such estimates do
not reflect any premium or discount that could result from offering for sale  at
one time the Company's entire holdings of a particular financial instrument, nor
do  they  consider the  tax impact  of  the realization  of unrealized  gains or
losses. In  many cases,  the fair  value estimates  cannot be  substantiated  by
comparison  to independent markets,  nor can the disclosed  value be realized in
immediate settlement of the instrument.  In evaluating the Company's  management
of  interest  rate  and  liquidity  risk, the  fair  values  of  all  assets and
liabilities should be taken into consideration, not only those above.
 
The following valuation  methods and  assumptions were  used by  the Company  in
estimating the fair value of the above financial instruments:
 
SHORT-TERM INSTRUMENTS:  Fair values are based on quoted market prices or dealer
quotations.  Where quoted market prices are  not available, the carrying amounts
reported in the Consolidated Balance Sheets approximates fair value.  Short-term
instruments  have a maturity date of one year  or less and include cash and cash
equivalents, and short-term investments.
 
DEBT AND EQUITY SECURITIES:   Fair values are based  on quoted market prices  or
dealer  quotations.  Where quoted  market prices  or  dealer quotations  are not
available, fair value  is estimated by  using quoted market  prices for  similar
securities or discounted cash flow methods.
 
                                      F-24
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
10. FINANCIAL INSTRUMENTS (CONTINUED)
MORTGAGE  LOANS:  Fair value is  estimated by discounting expected mortgage loan
cash flows at market rates which reflect the rates at which similar loans  would
be  made to similar borrowers. The  rates reflect management's assessment of the
credit quality and the remaining duration of the loans. The fair value  estimate
of mortgage loans of lower quality, including problem and restructured loans, is
based on the estimated fair value of the underlying collateral.
 
INVESTMENT  CONTRACT LIABILITIES (INCLUDED IN POLICYHOLDERS' FUNDS LEFT WITH THE
COMPANY):
 
WITH A FIXED MATURITY:   Fair value  is estimated by  discounting cash flows  at
interest  rates currently  being offered  by, or  available to,  the Company for
similar contracts.
 
WITHOUT A FIXED MATURITY:  Fair value is estimated as the amount payable to  the
contractholder  upon  demand.  However, the  Company  has the  right  under such
contracts to delay payment of withdrawals which may ultimately result in  paying
an amount different than that determined to be payable on demand.
 
OFF-BALANCE-SHEET   FINANCIAL   INSTRUMENTS   (INCLUDING   DERIVATIVE  FINANCIAL
INSTRUMENTS)
 
During 1995,  the Company  received $0.4  million for  writing call  options  on
underlying  securities. As of  December 31, 1995 there  were no option contracts
outstanding.
 
At December 31, 1995, the Company had  a forward swap agreement with a  notional
amount of $100.0 million and a fair value of $0.1 million.
 
The Company did not have transactions in derivative instruments in 1994.
 
The  Company also holds  investments in certain debt  and equity securities with
derivative characteristics (i.e., including the fact that their market value  is
at  least partially determined by,  among other things, levels  of or changes in
interest rates, prepayment rates, equity markets or credit ratings/spreads). The
amortized cost and fair value of these securities, included in the $13.4 billion
investment portfolio, as of December 31, 1995 was as follows:
 
<TABLE>
<CAPTION>
                                                                                                           AMORTIZED      FAIR
(MILLIONS)                                                                                                   COST         VALUE
                                                                                                          -----------  -----------
<S>                                                                                                       <C>          <C>
Collateralized mortgage obligations.....................................................................   $ 2,383.9   $   2,549.3
Principal-only strips (included above)..................................................................        38.7          50.0
Interest-only strips (included above)...................................................................        10.7          20.7
Structured Notes (1)....................................................................................        95.0         100.3
</TABLE>
 
(1) Represents non-leveraged instruments whose  fair values and credit risk  are
    based  on  underlying  securities,  including  fixed  income  securities and
    interest rate swap agreements.
 
11. COMMITMENTS AND CONTINGENT LIABILITIES
 
COMMITMENTS
 
Through the  normal course  of  investment operations,  the Company  commits  to
either  purchase or sell  securities or money market  instruments at a specified
future date and at a specified  price or yield. The inability of  counterparties
to  honor these  commitments may  result in  either higher  or lower replacement
cost. Also, there is likely to be a change in
 
                                      F-25
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
11. COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED)
the value of the  securities underlying the commitments.  At December 31,  1995,
the  Company had commitments to purchase  investments of $31.4 million. The fair
value of the investments at December 31, 1995 approximated $31.5 million.  There
were no outstanding forward commitments at December 31, 1994.
 
LITIGATION
 
There  were  no material  legal proceedings  pending against  the Company  as of
December 31, 1995 or December 31, 1994 which were beyond the ordinary course  of
business. The Company is involved in lawsuits arising, for the most part, in the
ordinary course of its business operations as an insurer.
 
12. SEGMENT INFORMATION
The  Company's operations are reported through two major business segments: Life
Insurance and Financial Services.
 
Summarized financial information for the  Company's principal operations was  as
follows:
 
<TABLE>
<CAPTION>
(MILLIONS)                                                                                    1995         1994         1993
                                                                                           -----------  -----------  -----------
<S>                                                                                        <C>          <C>          <C>
Revenue:
  Financial services.....................................................................  $   1,129.4  $     946.1  $     892.8
  Life insurance.........................................................................        407.9        386.1        371.7
                                                                                           -----------  -----------  -----------
  Total revenue..........................................................................  $   1,537.3  $   1,332.2  $   1,264.5
                                                                                           -----------  -----------  -----------
Income before federal income taxes:
  Financial services.....................................................................  $     158.0  $     119.7  $     121.1
  Life insurance.........................................................................        102.0         96.8         98.0
                                                                                           -----------  -----------  -----------
  Total income before federal income taxes...............................................  $     260.0  $     216.5  $     219.1
                                                                                           -----------  -----------  -----------
Net income:
  Financial services.....................................................................  $     113.8  $      85.5  $      86.8
  Life insurance.........................................................................         62.1         59.8         56.1
                                                                                           -----------  -----------  -----------
Net income...............................................................................  $     175.9  $     145.3  $     142.9
                                                                                           -----------  -----------  -----------
Assets under management, at fair value:
  Financial services.....................................................................  $  23,224.3  $  17,785.2  $  16,600.5
  Life insurance.........................................................................      2,698.1      2,171.7      2,175.5
                                                                                           -----------  -----------  -----------
  Total assets under management..........................................................  $  25,922.4  $  19,956.9  $  18,776.0
                                                                                           -----------  -----------  -----------
                                                                                           -----------  -----------  -----------
</TABLE>
 
                                      F-26
<PAGE>


                       STATEMENT OF ADDITIONAL INFORMATION


                           VARIABLE ANNUITY ACCOUNT C


                           VARIABLE ANNUITY CONTRACTS

                                    ISSUED BY

                    AETNA LIFE INSURANCE AND ANNUITY COMPANY





FORM NO. 81216(S)-2                                          ALIAC ED.  MAY 1996

<PAGE>
                           VARIABLE ANNUITY ACCOUNT C
                           PART C - OTHER INFORMATION

ITEM 24.   FINANCIAL STATEMENTS AND EXHIBITS
   (a) Financial Statements:
       (1)    Included in Part A:
              Condensed Financial Information
       (2)    Included in Part B:
              Financial Statements of Variable Annuity Account C:
              -  Independent Auditors' Report
              -  Statement of Assets and Liabilities as of December 31, 1995
              -  Statement of Operations for the year ended December 31, 1995
              -  Statements of Changes in Net Assets for the years ended
                 December 31, 1995 and 1994
              -  Notes to Financial Statements
              Financial Statements of the Depositor:
              -  Independent Auditors' Report
              -  Consolidated Statements of Income for the years ended December
                 31, 1995, 1994 and 1993
              -  Consolidated Balance Sheets as of December 31, 1995 and 1994
              -  Consolidated Statements of Changes in Shareholder's Equity for
                 the years ended December 31, 1995, 1994 and 1993
              -  Consolidated Statements of Cash Flows for the years ended
                 December 31, 1995, 1994 and 1993
              -  Notes to Consolidated Financial Statements

   (b) Exhibits
       (1)    Resolution of the Board of Directors of Aetna Life Insurance and
              Annuity Company establishing Variable Annuity Account C(1)
       (2)    Not applicable
       (3.1)  Form of Broker-Dealer Agreement(1)
       (3.2)  Alternative Form of Wholesaling Agreement and related Selling
              Agreement(1)
       (4.1)  Form of Variable Annuity Contract (G-401-IB(X/M))
       (4.2)  Form of Variable Annuity Contract (G-CDA-IB(XC/SM))
       (5)    Form of Variable Annuity Contract Application (300-MOP-IB)(2)
       (6)    Certificate of Incorporation and By-Laws of Depositor(3)
       (7)    Not applicable
       (8.1)  Fund Participation Agreement (Amended and Restated) between Aetna
              Life Insurance and Annuity Company, Alger American Fund and Fred
              Alger Management, Inc. dated March 31, 1995(1)
       (8.2)  Fund Participation Agreement between Aetna Life Insurance and
              Annuity Company and Calvert Asset Management Company (Calvert
              Responsibly Invested

<PAGE>

             Balanced Portfolio formerly Calvert Socially Responsible Series)
             dated March 13, 1989 and amended December 12, 1993(1)
      (8.3)  Fund Participation Agreement between Aetna Life Insurance and
             Annuity Company and Fidelity Distributors Corporation (Variable
             Insurance Products Fund) dated February 1, 1994 and amended
             March 1, 1996(1)
      (8.4)  Fund Participation Agreement between Aetna Life Insurance and
             Annuity Company and Fidelity Distributors Corporation (Variable
             Insurance Products Fund II) dated February 1, 1994 and amended
             March 1, 1996(1)
      (8.5)  Fund Participation Agreement between Aetna Life Insurance and
             Annuity Company and Franklin Advisers, Inc. dated January 31,
             1989(1)
      (8.6)  Fund Participation Agreement between Aetna Life Insurance and
             Annuity Company and Janus Aspen Series dated April 19, 1994 and
             amended March 1, 1996(1)
      (8.7)  Fund Participation Agreement between Aetna Life Insurance and
             Annuity Company and Lexington Management Corporation regarding
             Natural Resources Trust dated December 1, 1988 and amended
             February 11, 1991(1)
      (8.8)  Fund Participation Agreement between Aetna Life Insurance and
             Annuity Company, Lexington Emerging Markets Fund, Inc. and
             Lexington Management Corporation dated April 28, 1994(4)
      (8.9)  Fund Participation Agreement between Aetna Life Insurance and
             Annuity Company and Advisers Management Trust (now Neuberger &
             Berman Advisers Management Trust) dated April 14, 1989 and as
             assigned and modified on May 1, 1995(1)
      (8.10) Fund Participation Agreement between Aetna Life Insurance and
             Annuity Company and Scudder Variable Life Investment Fund dated
             April 27, 1992 and amended February 19, 1993 and August 13, 1993(1)
      (8.11) Fund Participation Agreement between Aetna Life Insurance and
             Annuity Company, Investors Research Corporation and TCI
             Portfolios, Inc. dated July 29, 1992 and amended December 22, 1992 
             and June 1, 1994(1)
      (9)    Opinion of Counsel(5)
      (10.1) Consent of Independent Auditors
      (10.2) Consent of Counsel
      (11)   Not applicable
      (12)   Not applicable
      (13)   Computation of Performance Data(6)
      (14)   Not applicable
      (15.1) Powers of Attorney(7)
      (15.2) Authorization for Signatures(1)
      (27)   Financial Data Schedule

1. Incorporated by reference to Post-Effective Amendment No. 5 to Registration
   Statement on Form N-4 (File No. 33-75986), as filed electronically on April
   12, 1996.

<PAGE>

2. Incorporated by reference to Post-Effective Amendment No. 1 to Registration
   Statement on Form N-4 (File No. 33-91846), as filed electronically on May 1,
   1995.
3. Incorporated by reference to Post-Effective Amendment No. 58 to Registration
   Statement on Form N-4 (File No. 2-52449), as filed on February 28, 1994.
4. Incorporated by reference to Post-Effective Amendment No. 1 to Registration
   Statement on Form N-4 (File No. 33-75978), as filed electronically on August
   24, 1994.
5. Incorporated by reference to Registrant's 24f-2 Notice for fiscal year ended
   December 31, 1995, as filed electronically on February 29, 1996.
6. Incorporated by reference to Post-Effective Amendment No. 1 to Registration
   Statement on Form N-4 (File No. 33-81216), as filed on April 28, 1995.
7. Incorporated by reference to Post-Effective Amendment No. 1 to Registration
   Statement on Form N-4 (File No. 33-75974), as filed electronically on April
   9, 1996.


<PAGE>

ITEM 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR

Name and Principal
Business Address*             Positions and Offices with Depositor
- ------------------            ------------------------------------
Daniel P. Kearney             Director and President

Timothy A. Holt               Director, Senior Vice President and Chief
                              Financial Officer

Christopher J. Burns          Director and Senior Vice President

Laura R. Estes                Director and Senior Vice President

Gail P. Johnson               Director and Vice President

John Y. Kim                   Director and Senior Vice President

Shaun P. Mathews              Director and Vice President

Glen Salow                    Director Vice President

Creed R. Terry                Director Vice President

Eugene M. Trovato             Vice President and Treasurer, Corporate
                              Controller

Zoe Baird                      Senior Vice President and General Counsel

Diane Horn                    Vice President and Chief Compliance
                              Officer

Susan E. Schechter            Corporate Secretary and Counsel

*    The principal business address of all directors and officers listed is 151
     Farmington Avenue, Hartford, Connecticut 06156.

ITEM 26.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
          REGISTRANT

     Incorporated herein by reference to Item 26 of Post-Effective Amendment No.
5 to Registration Statement on Form N-4 (File No. 33-75986), as filed
electronically on April 12, 1996.


<PAGE>

ITEM 27.  NUMBER OF CONTRACT OWNERS

     As of February 29, 1996, there were 527,607 individuals holding interests
in variable annuity contracts funded through Variable Annuity Account C.

ITEM 28.  INDEMNIFICATION

     Reference is hereby made to Section 33-320a of the Connecticut General
Statutes ("C.G.S.") regarding indemnification of directors and officers of
Connecticut corporations.  The statute provides in general that Connecticut
corporations shall indemnify their officers, directors, employees, agents, and
certain other defined individuals against judgments, fines, penalties, amounts
paid in settlement and reasonable expenses actually incurred in connection with
proceedings against the corporation.  The corporation's obligation to provide
such indemnification does not apply unless (1) the individual is successful on
the merits in the defense of any such proceeding; or (2) a determination is made
(by a majority of the board of directors not a party to the proceeding by
written consent; by independent legal counsel selected by a majority of the
directors not involved in the proceeding; or by a majority of the shareholders
not involved in the proceeding) that the individual acted in good faith and in
the best interests of the corporation; or (3) the court, upon application by the
individual, determines in view of all the circumstances that such person is
reasonably entitled to be indemnified.

     C.G.S. Section 33-320a provides an exclusive remedy: a Connecticut
corporation cannot indemnify a director or officer to an extent either greater
or less than that authorized by the statute, e.g., pursuant to its certificate
of incorporation, bylaws, or any separate contractual arrangement.  However, the
statute does specifically authorize a corporation to procure indemnification
insurance to provide greater indemnification rights.  The premiums for such
insurance may be shared with the insured individuals on an agreed basis.

     Consistent with the statute, Aetna Life and Casualty Company has procured
insurance from Lloyd's of London and several major United States excess insurers
for its directors and officers and the directors and officers of its
subsidiaries, including the Depositor, which supplements the indemnification
rights provided by C.G.S. Section 33-320a to the extent such coverage does not
violate public policy.

ITEM 29.  PRINCIPAL UNDERWRITER

     (a)  In addition to serving as the principal underwriter for the
          Registrant, Aetna Life Insurance and Annuity Company (ALIAC) also acts
          as the principal underwriter for Variable Life Account B and Variable
          Annuity Accounts B and G (separate accounts of ALIAC registered as
          unit investment trusts), and Variable Annuity Account I (a separate
          account of Aetna Insurance Company of America registered as a unit
          investment trust).  Additionally, ALIAC is the investment adviser for
          Aetna Variable Fund, Aetna Income Shares, Aetna Variable Encore Fund,
          Aetna Investment Advisers Fund, Inc., Aetna GET Fund, Aetna Series
          Fund, Inc. and Aetna Generation Portfolios, Inc.  ALIAC is also the
          depositor of Variable Life Account B and Variable Annuity Accounts B
          and G.

<PAGE>

     (b)  See Item 25 regarding the Depositor.

     (c)  Compensation as of December 31, 1995:
<TABLE>
<CAPTION>

     (1)             (2)              (3)                (4)             (5)

Name of       Net Underwriting  Compensation
Principal     Discounts and     on Redemption         Brokerage
Underwriter   Commissions       or Annuitization      Commissions   Compensation*
- -----------   ----------------  ----------------      -----------   -------------
<S>           <C>               <C>                   <C>           <C>
Aetna Life                        $1,830,629                         $74,341,006
Insurance
and Annuity
Company
</TABLE>

*    Compensation shown in column 5 includes deductions for mortality and
     expense risk guarantees and contract charges assessed to cover costs
     incurred in the sales and administration of the contracts issued under
     Variable Annuity Account C.

ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS

     All records concerning contract owners of Variable Annuity Account C are
located at the home office of the Depositor as follows:

          Aetna Life Insurance and Annuity Company
          151 Farmington Avenue
          Hartford, Connecticut  06156

                        and

          Aetna Processing Office
          18 Corporate Woods Blvd., Fourth Floor
          P. O. Box 12894
          Albany, New York  12212-2894

ITEM 31.  MANAGEMENT SERVICES

     Not applicable

ITEM 32.  UNDERTAKINGS

     Registrant hereby undertakes:

<PAGE>

     (a)  to file a post-effective amendment to this registration statement on
          Form N-4 as frequently as is necessary to ensure that the audited
          financial statements in the registration statement are never more than
          sixteen months old for as long as payments under the variable annuity
          contracts may be accepted;

     (b)  to include as part of any application to purchase a contract offered
          by a prospectus which is part of this registration statement on Form
          N-4, a space that an applicant can check to request a Statement of
          Additional Information; and

     (c)  to deliver any Statement of Additional Information and any financial
          statements required to be made available under this Form N-4 promptly
          upon written or oral request.

     (d)  Insofar as indemnification for liability arising under the Securities
          Act of 1933 may be permitted to directors, officers and controlling
          persons of the Registrant pursuant to the foregoing provisions, or
          otherwise, the Registrant has been advised that in the opinion of the
          Securities and Exchange Commission such indemnification is against
          public policy as expressed in the Act and is, therefore,
          unenforceable.  In the event that a claim for indemnification against
          such liabilities (other than the payment by the Registrant of expenses
          incurred or paid by a director, officer or controlling person of the
          Registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling
          person in connection with the securities being registered, the
          Registrant will, unless in the opinion of its counsel the matter has
          been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question of whether such indemnification
          by it is against public policy as expressed in the Act and will be
          governed by the final adjudication of such issue.
<PAGE>

                                   SIGNATURES

     As required by the Securities Act of 1933, as amended, and the Investment
Company Act of 1940, the Registrant, Variable Annuity Account C of Aetna Life
Insurance and Annuity Company, certifies that it meets the requirements of
Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment
No. 3 to its Registration Statement on Form N-4 (File No. 33-81216) and has duly
caused this Post-Effective Amendment No. 3 to its Registration Statement on Form
N-4 (File No. 33-81216) to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Hartford, State of Connecticut, on the 17th day
of April, 1996.

                                   VARIABLE ANNUITY ACCOUNT C OF AETNA
                                   LIFE INSURANCE AND ANNUITY COMPANY
                                      (REGISTRANT)

                              By:  AETNA LIFE INSURANCE AND ANNUITY
                                   COMPANY
                                      (DEPOSITOR)


                              By:  Daniel P. Kearney*
                                   ----------------------------------------
                                   Daniel P. Kearney
                                   President

     As required by the Securities Act of 1933, as amended, this Post-Effective
Amendment No. 3 to the Registration Statement on Form N-4 (File No. 33-81216)
has been signed by the following persons in the capacities and on the dates
indicated.

<TABLE>
<CAPTION>

Signature                          Title                                                       Date
- ---------                          -----                                                       ----
<S>                                <C>                                                       <C>
Daniel P. Kearney*                 Director and President                                 )
- ---------------------------        (principal executive officer)                          )
Daniel P. Kearney                                                                         )
                                                                                          )
Timothy A. Holt*                   Director, Senior Vice President and Chief Financial    )
- ---------------------------        Officer                                                )
Timothy A. Holt                                                                           )
                                                                                          )
Eugene M. Trovato*                 Vice President and Treasurer, Corporate Controller     )  April
- ---------------------------                                                               )  17, 1996
Eugene M. Trovato                                                                         )
                                                                                          )
Christopher J. Burns*              Director                                               )
- ---------------------------                                                               )
Christopher J. Burns                                                                      )

<PAGE>

Laura R. Estes*                    Director                                               )
- ---------------------------                                                               )
Laura R. Estes                                                                            )
                                                                                          )
Gail P. Johnson*                   Director                                               )
- ---------------------------                                                               )
Gail P. Johnson                                                                           )
                                                                                          )
John Y. Kim*                       Director                                               )
- ---------------------------                                                               )
John Y. Kim                                                                               )
                                                                                          )
Shaun P. Mathews*                  Director                                               )
- ---------------------------                                                               )
Shaun P. Mathews                                                                          )
                                                                                          )
Glen Salow*                        Director                                               )
- ---------------------------                                                               )
Glen Salow                                                                                )
                                                                                          )
Creed R. Terry*                    Director                                               )
- ---------------------------                                                               )
Creed R. Terry                                                                            )


By: /s/ Julie E. Rockmore
    -------------------------------------------
    Julie E. Rockmore
    *Attorney-in-Fact

</TABLE>
 <PAGE>

                           VARIABLE ANNUITY ACCOUNT C
                                  EXHIBIT INDEX

          Exhibit No.  Exhibit                                              Page
          -----------  -------                                              ----
          99-B.1       Resolution of the Board of Directors of                 *
                       Aetna Life Insurance and Annuity Company
                       establishing Variable Annuity Account C

          99-B.3.1     Form of Broker-Dealer Agreement                         *

          99-B.3.2     Alternative Form of Wholesaling Agreement               *
                       and related Selling Agreement

          99-B.4.1     Form of Variable Annuity Contract (G-401-IB(X/M))    ----

          99-B.4.2     Form of Variable Annuity Contract (G-CDA-IB(XC/SM))  ----

          99-B.5       Form of Variable Annuity Contract                       *
                       Application (300-MOP-IB)

          99-B.6       Certificate of Incorporation and By-Laws of             *
                       Depositor

          99-B.8.1     Fund Participation Agreement (Amended and               *
                       Restated) between Aetna Life Insurance and
                       Annuity Company, Alger American Fund and
                       Fred Alger Management, Inc. dated March 31,
                       1995

          99-B.8.2     Fund Participation Agreement between Aetna              *
                       Life Insurance and Annuity Company and
                       Calvert Asset Management Company (Calvert
                       Responsibly Invested Balanced Portfolio
                       formerly Calvert Socially Responsible
                       Series) dated March 13, 1989 and amended
                       December 12, 1993

          99-B.8.3     Fund Participation Agreement between Aetna              *
                       Life Insurance and Annuity Company and
                       Fidelity Distributors Corporation (Variable
                       Insurance Products Fund) dated February 1,
                       1994 and amended March 1, 1996

          99-B.8.4     Fund Participation Agreement between Aetna              *
                       Life Insurance and Annuity Company and
                       Fidelity Distributors Corporation (Variable
                       Insurance Products Fund II) dated February
                       1, 1994 and amended March 1, 1996

          99-B.8.5     Fund Participation Agreement between Aetna              *
                       Life Insurance and Annuity Company and
                       Franklin Advisers, Inc. dated January 31,
                       1989

*Incorporated by reference

<PAGE>


          Exhibit No.  Exhibit                                              Page
          -----------  -------                                              ----
          99-B.8.6     Fund Participation Agreement between Aetna              *
                       Life Insurance and Annuity Company and
                       Janus Aspen Series dated April 19, 1994 and
                       amended March 1, 1996

          99-B.8.7     Fund Participation Agreement between Aetna              *
                       Life Insurance and Annuity Company and
                       Lexington Management Corporation regarding
                       Natural Resources Trust dated December 1,
                       1988 and amended February 11, 1991

          99-B.8.8     Fund Participation Agreement between Aetna              *
                       Life Insurance and Annuity Company,
                       Lexington Emerging Markets Fund, Inc. and
                       Lexington Management Corporation dated
                       April 28, 1994

          99-B.8.9     Fund Participation Agreement between Aetna              *
                       Life Insurance and Annuity Company and
                       Advisers Management Trust (now Neuberger &
                       Berman Advisers Management Trust) dated
                       April 14, 1989 and as assigned and modified
                       on May 1, 1995.

          99-B.8.10    Fund Participation Agreement between Aetna              *
                       Life Insurance and Annuity Company and
                       Scudder Variable Life Investment Fund dated
                       April 27, 1992 and amended February 19,
                       1993 and August 13, 1993

          99-B.8.11    Fund Participation Agreement between Aetna              *
                       Life Insurance and Annuity Company,
                       Investors Research Corporation and TCI
                       Portfolios, Inc. dated July 29, 1992 and
                       amended December 22, 1992 and June 1, 1994

          99-B.9       Opinion of Counsel                                      *

          99-B.10.1    Consent of Independent Auditors                      ----

          99-B.10.2    Consent of Counsel (included in item 99-B.9)         ----

          99-B.13      Computation of Performance Data                         *


*Incorporated by reference

<PAGE>

          Exhibit No.  Exhibit                                              Page
          -----------  -------                                              ----
          99-B.15.1    Powers of Attorney                                      *

          99-B.15.2    Authorization for Signatures                            *

          27           Financial Data Schedule                              ----

*Incorporated by reference


<PAGE>


          AETNA LIFE INSURANCE AND ANNUITY COMPANY
  [LOGO]  HOME OFFICE:  151 Farmington Avenue
          Hartford, Connecticut  06156
          (800) 525-4225

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

SPECIFICATIONS
- -------------------------------------------------------------------------------
Plan

- -------------------------------------------------------------------------------
Type of Plan

- -------------------------------------------------------------------------------
Contract Holder

- -------------------------------------------------------------------------------
Contract No.

- -------------------------------------------------------------------------------
Effective Date

- -------------------------------------------------------------------------------
This Contract is Delivered in                and is Subject to the Laws of that
Jurisdiction

THE VARIABLE FEATURES OF THE GROUP CONTRACT ARE DESCRIBED IN PARTS III AND IV.

RIGHT TO CANCEL
- -------------------------------------------------------------------------------

The Contract Holder may cancel this Contract within 10 days of receiving it 
by returning this Contract along with a written notice to Aetna at the above 
address or to the agent from whom it was purchased.  Within 7 days after it 
receives the notice of cancellation and this Contract at its Home Office, 
Aetna will return the entire consideration paid plus any increase or minus 
any decrease in the current value of any funds allocated to the Separate 
Account as of the date this Contract is received by the agent or the date 
this Contract is mailed to Aetna.

This page, the following pages, and the application make up the entire 
Contract.

Signed at the Home Office on the Effective Date.

            /s/ Dan Kearney                    /s/ Lucille M. Nickerson

              President                                Secretary

            Group Variable, Fixed, or Combination Annuity Contract
                               Nonparticipating

ALL PAYMENTS AND VALUES PROVIDED BY THE GROUP CONTRACT, WHEN BASED ON 
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT 
GUARANTEED AS TO FIXED DOLLAR AMOUNT.  THIS CONTRACT CONTAINS A MARKET VALUE 
ADJUSTMENT FORMULA. APPLICATION OF A MARKET VALUE ADJUSTMENT MAY RESULT IN 
EITHER AN INCREASE OR DECREASE IN THE CURRENT VALUE.  THE MARKET VALUE 
ADJUSTMENT FORMULA DOES NOT APPLY TO A GUARANTEED TERM AT THE TIME OF ITS 
MATURITY.


G-401-IB(X/M)

<PAGE>


SPECIFICATIONS
- -------------------------------------------------------------------------------
GUARANTEED          There is a guaranteed interest rate for Purchase Payment(s)
INTEREST RATE       held in the Fixed Account (See 1.14) and the GA Account 
                    (See 1.15).

- -------------------------------------------------------------------------------
DEDUCTIONS FROM     There will be deductions for mortality and expense risks and
THE SEPARATE        administrative fees.  (See 3.04 and 4.07.)
ACCOUNT

- -------------------------------------------------------------------------------
DEDUCTION FROM      Purchase Payment(s) are subject to a deduction for premium
PURCHASE            taxes, if any.  (See 3.01.)
PAYMENT(S)

If Variable Annuity payments are not to decrease, Aetna must earn a gross return
on the assets of the Separate Account of:

- --  4.75% on an annual basis plus an annual return of up to 0.25% to offset 
    the administrative charge set at the time Annuity payments commence if an 
    Assumed Annual Net Return Rate of 3.5% is chosen; or

- --  6.25% on an annual basis plus an annual return of up to 0.25% to offset 
    the administrative charge set at the time Annuity payments commence if an 
    Assumed Annual Net Return Rate of 5% is chosen. 

This Contract is a legal contract and constitutes the entire legal 
relationship between Aetna and the Contract Holder. 

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


                                       2


<PAGE>


                               TABLE OF CONTENTS
I. GENERAL DEFINITIONS
- -------------------------------------------------------------------------------
                                                                           PAGE
1.01  Adjusted Current Value. . . . . . . . . . . . . . . . . . . . . . . . .6
1.02  Annuitant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
1.03  Annuity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
1.04  Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
1.05  Contract. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
1.06  Contract Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
1.07  Current Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
1.08  Deposit Period. . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
1.09  Fixed Plus Account. . . . . . . . . . . . . . . . . . . . . . . . . . .6
1.10  Fixed Annuity . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
1.11  Fund(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
1.12  General Account . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
1.13  Guaranteed Accumulation Account (GA Account). . . . . . . . . . . . . .7
1.14  Guaranteed Interest Rate - Fixed Plus Account . . . . . . . . . . . . .7
1.15  Guaranteed Rates - GA Account . . . . . . . . . . . . . . . . . . . . .7
1.16  Guaranteed Term (Term). . . . . . . . . . . . . . . . . . . . . . . . .8
1.17  Guaranteed Term Classifications . . . . . . . . . . . . . . . . . . . .8
1.18  Market Value Adjustment (MVA) . . . . . . . . . . . . . . . . . . . . .8
1.19  Matured Term Value. . . . . . . . . . . . . . . . . . . . . . . . . . .8
1.20  Matured Term Value Transfer . . . . . . . . . . . . . . . . . . . . . .8
1.21  Maturity Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
1.22  Net Purchase Payment. . . . . . . . . . . . . . . . . . . . . . . . . .8
1.23  Nonunitized Separate Account. . . . . . . . . . . . . . . . . . . . . .8
1.24  Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
1.25  Plan Administrator. . . . . . . . . . . . . . . . . . . . . . . . . . .9
1.26  Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
1.27  Purchase Payment(s) . . . . . . . . . . . . . . . . . . . . . . . . . .9
1.28  Reinvestment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
1.29  Separate Account. . . . . . . . . . . . . . . . . . . . . . . . . . . .9
1.30  Surrender Value . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
1.31  Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9


                                       3


<PAGE>


                                                                           PAGE
1.32  Valuation Period (Period) . . . . . . . . . . . . . . . . . . . . . . 10
1.33  Variable Annuity. . . . . . . . . . . . . . . . . . . . . . . . . . . 10

II.  GENERAL PROVISIONS
- -------------------------------------------------------------------------------
2.01  Change of Contract. . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.02  Change of Fund(s) . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.03  Nonparticipating Contract . . . . . . . . . . . . . . . . . . . . . . 11
2.04  Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.05  State Laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.06  Control of Contract . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.07  Designation of Beneficiary. . . . . . . . . . . . . . . . . . . . . . 12
2.08  Misstatements and Adjustments . . . . . . . . . . . . . . . . . . . . 12
2.09  Incontestability. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.10  Grace Period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.11  Individual Certificates . . . . . . . . . . . . . . . . . . . . . . . 12

III.  PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS
- -------------------------------------------------------------------------------
3.01  Net Purchase Payment(s) . . . . . . . . . . . . . . . . . . . . . . . 12
3.02  Individual Account(s) . . . . . . . . . . . . . . . . . . . . . . . . 13
3.03  Fund Record Units - Separate Account. . . . . . . . . . . . . . . . . 13
3.04  Net Return Factor(s) - Separate Account . . . . . . . . . . . . . . . 13
3.05  Fund Record Unit Value - Separate Account . . . . . . . . . . . . . . 14
3.06  Market Value Adjustment . . . . . . . . . . . . . . . . . . . . . . . 14
3.07  Transfer of Current Value from the Funds or GA Account. . . . . . . . 16
3.08  Transfer of Current Value from the Fixed Plus Account . . . . . . . . 16
3.09  Notice to the Participant . . . . . . . . . . . . . . . . . . . . . . 16
3.10  Timing and Manner of Distributions. . . . . . . . . . . . . . . . . . 17
3.11  Sum Payable at Death (Before Annuity Payments Start). . . . . . . . . 17
3.12  Surrender Value . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3.13  Payment of Surrender Value. . . . . . . . . . . . . . . . . . . . . . 18
3.14  Alternative Payment of Surrender Value. . . . . . . . . . . . . . . . 19
3.15  Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19


                                       4


<PAGE>

PAGE

IV.  ANNUITY PROVISIONS
- -------------------------------------------------------------------------------
4.01  Choices to be Made. . . . . . . . . . . . . . . . . . . . . . . . . . 20
4.02  Terms of Annuity Options. . . . . . . . . . . . . . . . . . . . . . . 20
4.03  Annuity Payments to Participant . . . . . . . . . . . . . . . . . . . 21
4.04  Death of Annuitant. . . . . . . . . . . . . . . . . . . . . . . . . . 21
4.05  Fund(s) Annuity Units - Separate Account. . . . . . . . . . . . . . . 21
4.06  Fund(s) Annuity Unit Value - Separate Account . . . . . . . . . . . . 22
4.07  Annuity Net Return Factor(s) - Separate Account . . . . . . . . . . . 22
4.08  Annuity Options . . . . . . . . . . . . . . . . . . . . . . . . . . . 23


                                       5


<PAGE>

I. GENERAL DEFINITIONS
- --------------------------------------------------------------------------------
1.01 ADJUSTED CURRENT VALUE:     The Current Value of an Individual Account plus
                                 or minus any aggregate GA Account MVA, if
                                 applicable.  (See 1.18)

1.02 ANNUITANT:                  A person whose life is measured for purposes of
                                 the duration of Annuity payments under this 
                                 Contract.

1.03 ANNUITY:                    Payment of an income:

                                 (a) For the life of one or two persons;
                                 (b) For a stated period; or
                                 (c) For some combination of (a) and (b).

1.04 CERTIFICATE:                The document evidencing a Participant's right
                                 to payment(s) under this Contract.  The
                                 Certificate shall be issued to and become the
                                 property of the Participant. The State
                                 University of New York (SUNY)shall not be a
                                 party to the Certificate.

1.05 CONTRACT:                   This agreement between Aetna and the Contract
                                 Holder.

1.06 CONTRACT HOLDER:            The trustee of a multiple employer trust
                                 approved by Aetna to apply for and own the
                                 Contract as authorized by SUNY.  The entity to
                                 which the Contract is issued.

1.07 CURRENT VALUE:              The sum of all Net Purchase Payments to a
                                 Participant's Individual Accounts, plus any
                                 interest added to the portion allocated to the
                                 Fixed Plus Account; plus any interest added to
                                 the portion allocated to the GA Account; and
                                 plus or minus the investment experience of the
                                 portion allocated to the Funds since deposit;
                                 less any amounts surrendered and any amounts
                                 applied to an Annuity as of the most recent
                                 Valuation Period.

1.08 DEPOSIT PERIOD:             A calendar month, a calendar quarter, or any
                                 other period of time specified by Aetna during
                                 which Net Purchase Payment(s) and Transfers are
                                 accepted into the GA Account for one or more
                                 Guaranteed Terms.

1.09 FIXED PLUS ACCOUNT:         An accumulation option with a guaranteed
                                 minimum interest rate.  Aetna may credit a
                                 higher rate which is not guaranteed.  The
                                 portion that may be surrendered or transferred
                                 in a 12 month period is restricted.

1.10 FIXED ANNUITY:              An Annuity with payments which do not vary in
                                 amount.

1.11 FUND(S):                    The open-end registered management investment
                                 companies (mutual funds) made available by
                                 Aetna under this Contract.  These Funds
                                 currently are:
                                 -  Aetna Variable Fund - a growth and income
                                    fund;
                                 -  Aetna Income Shares - a bond fund;
                                 -  Aetna Variable Encore Fund - a money market
                                    fund;
                                 -  Aetna Investment Advisers Fund, Inc. - a
                                    managed fund;


                                       6
<PAGE>

1.11 FUND(S) (CONT'D):           -  Franklin Government Securities Trust - a
                                    government bond fund;
                                 -  Neuberger & Berman Advisers Management Trust
                                    (Growth Portfolio) - a growth fund;
                                 -  Lexington Natural Resources Trust - a
                                    natural resources fund;
                                 -  Calvert Socially Responsible Series - a
                                    socially responsible fund;
                                 -  Scudder Variable Life Investment Fund
                                    (International Portfolio) - an
                                    international fund;
                                 -  TCI Portfolios, Inc., (TCI Growth) - a
                                    growth fund.
                                 -  The Alger American Fund, (Alger American
                                    Small Capitalization Portfolio) - a small
                                    cap fund.
                                 Additional information regarding these Funds is
                                 available in each Fund prospectus.

1.12 GENERAL ACCOUNT:            The Account holding the assets of Aetna, other
                                 than those assets held in Aetna's Separate
                                 Account(s) and the Nonunitized Separate
                                 Account(s).

1.13 GUARANTEED ACCUMULATION     An accumulation option where Aetna guarantees a
     ACCOUNT (GA ACCOUNT):       stipulated rate of interest for a specified 
                                 period of time. All assets of Aetna, including
                                 amounts in the Nonunitized Separate Account,
                                 are available to meet the guarantees under the
                                 GA Account.

1.14 GUARANTEED INTEREST RATE -  On any Purchase Payment(s) made to the Fixed
     FIXED PLUS ACCOUNT:         Plus Account. Aetna will add interest daily at
                                 an annual rate no less than 3%.  Aetna may add
                                 interest daily at a higher rate as determined
                                 by its Board of Directors.  Beginning on the
                                 tenth anniversary of the effective date of an
                                 Individual Account, on and after February 1,
                                 1994, Aetna will credit amounts held in the
                                 Fixed Plus Account with an interest rate that
                                 is .25% higher than the then-declared interest
                                 rate for the Fixed Plus Account for Individual
                                 Accounts before the tenth anniversary.  This
                                 additional interest rate reflects a reduction
                                 in the interest rate holdback margin for profit
                                 and expenses.

1.15 GUARANTEED RATES - GA       Aetna will declare all interest rate(s) 
     ACCOUNT:                    applicable to a specific Term at the start of
                                 the Deposit Period for that Term. These rate(s)
                                 are guaranteed by Aetna for that Deposit Period
                                 and the ensuing Term and are not based on the
                                 actual investment experience of the underlying
                                 assets in the GA Account.  The Guaranteed Rates
                                 are annual effective yields.  The interest is
                                 credited daily at a rate that will produce the
                                 guaranteed annual effective yield over the
                                 period of a year.  No annual rate will ever be
                                 less than 3%.

                                 For Guaranteed Terms of one year or less, one
                                 Guaranteed Rate is credited for the full
                                 Guaranteed Term. For longer Guaranteed Terms,
                                 an initial Guaranteed Rate is credited from the
                                 date of deposit to the end of a specified
                                 period within the Guaranteed


                                       7
<PAGE>

1.15 GUARANTEED RATES - GA       Term. There may be different Guaranteed Rate(s)
     ACCOUNT (CONT'D):           declared for subsequent specified time
                                 intervals throughout the Guaranteed Term.  The
                                 rate(s) will be set and announced prior to the
                                 Deposit Period for that Term.

1.16 GUARANTEED TERM (TERM):     The period of time for which interest rates are
                                 guaranteed on Net Purchase Payment(s) and on
                                 Transfers made into a Deposit Period of the
                                 GA Account.  Terms are offered at Aetna's
                                 discretion for various lengths of time ranging
                                 up to and including ten years.

1.17 GUARANTEED TERM             The grouping of Terms according to their time
     CLASSIFICATIONS:            to maturity. The following are the
                                 Classifications:

                                 (1)  Short-Term:  Terms of up to and including
                                      3 years.  All amounts under Short-Term
                                      Classifications are made to the General
                                      Account; or

                                 (2)  Long-Term:  Terms of greater than 3 years
                                      and up to and including 10 years.  All
                                      amounts under Long-Term Classifications
                                      are made to a Nonunitized Separate
                                      Account.

                                 During a Deposit Period, Aetna may make
                                 available one or more Terms within a
                                 Classification.  The Participant has the option
                                 to allocate Net Purchase Payment(s) and
                                 Transfers into any or all of the available
                                 Deposit Period Terms.  If no specific direction
                                 is given, Net Purchase Payment(s) and Transfers
                                 will go into available Terms on a pro rata
                                 basis within the Classification(s) previously
                                 chosen by the Participant. At least one Term in
                                 the Short-Term Classification will be available
                                 each Deposit Period.

1.18 MARKET VALUE ADJUSTMENT     An adjustment to the amount withdrawn or
     (MVA):                      transferred from a GA Account Term prior to the
                                 end of that Term. The adjustment reflects the
                                 change in the value of the investment due to
                                 changes in interest rates since the date of
                                 deposit and is computed using the formula given
                                 in 3.06. The adjustment is expressed as a
                                 percentage of each dollar being withdrawn.

1.19 MATURED TERM VALUE:         The amount payable on a GA Account Term's
                                 Maturity Date.

1.20 MATURED TERM VALUE          During the calendar month following a GA
     TRANSFER:                   Account Maturity Date, the Participant may
                                 notify the Aetna Processing Office in writing
                                 to transfer or surrender all or part of the
                                 Matured Term Value, plus interest at the new
                                 Guaranteed Rate accrued thereon, from the GA
                                 Account without an MVA.  This provision only
                                 applies to the first such written request
                                 received from the Participant during this
                                 period for any Matured Term Value.

1.21 MATURITY DATE:              The last day of a GA Account Term.

1.22 NET PURCHASE PAYMENT:       The Purchase Payment less premium taxes, as
                                 applicable.

1.23 NONUNITIZED SEPARATE        An Account set up by Aetna under Title 38,
     ACCOUNT:                    Section 38a-433 of the Connecticut General
                                 Statutes that holds assets for GA Account Terms
                                 greater than three years. There are no discrete
                                 units for this Account. The Participant does
                                 not participate in the investment gain or loss
                                 from the assets held in


                                       8
<PAGE>

1.23 NONUNITIZED SEPARATE        the Nonunitized Separate Account. Such gain or
     ACCOUNT (CONT'D):           loss is borne entirely by Aetna. These assets
                                 may be chargeable with liabilities arising out
                                 of any other business of Aetna.

1.24 PARTICIPANT:                A person who participates in the Plan named on
                                 the cover of this Contract.

1.25 PLAN ADMINISTRATOR:         The individual or entity designated under the
                                 terms of the SUNY Defined Contribution
                                 Retirement Plan.

1.26 PROGRAM:                    The 403(b) optional retirement program which
                                 was the predecessor program to the SUNY Defined
                                 Contribution Plan.

1.27 PURCHASE PAYMENT(S):        Payment(s) received by Aetna at the Aetna
                                 Processing Office as a rollover or transfer of
                                 403(b) funds from another investment provider
                                 under the SUNY optional retirement program.

1.28 REINVESTMENT:               The Participant will be mailed a notice at
                                 least 18 calendar days before a Term's
                                 Maturity Date. This notice will contain the
                                 current Deposit Period's Guaranteed Rate(s),
                                 Term(s) and projected Matured Term Value. If no
                                 specific direction is given by the Participant
                                 prior to the Maturity Date, each Matured Term
                                 Value will be reinvested in a Term of the same
                                 duration. If a Term of the same duration is
                                 unavailable, each Matured Term Value will
                                 automatically be reinvested in the current
                                 Deposit Period for the next shortest Term
                                 available in the same Classification.  If,
                                 however, only one Term is available within the
                                 Classification, then the Matured Term Value
                                 will automatically be reinvested in that Term.
                                 A confirmation statement will be mailed to the
                                 Participant the next business day after the
                                 Maturity Date. This notice will state the Term
                                 and Guaranteed Rate(s) which will apply to the
                                 reinvested Matured Term Value.

1.29 SEPARATE ACCOUNT:           Variable Annuity Account C is a Separate
                                 Account set up by Aetna Under the Connecticut
                                 Insurance Laws and subject to the Laws of
                                 New York. It is an account that buys and holds
                                 shares of the Fund(s). Income, gains or losses,
                                 realized or unrealized are credited or charged
                                 to the Separate Account without regard to other
                                 income, gains or losses of Aetna.  Aetna owns
                                 the assets held in the Separate Account and is
                                 not a trustee as to such amounts. This Separate
                                 Account generally is not guaranteed and is held
                                 at market value. The assets of the Separate
                                 Account, to the extent of reserves and other
                                 contract liabilities of the Account, shall not
                                 be charged with other Aetna liabilities.

1.30 SURRENDER VALUE:            The amount payable by Aetna upon the surrender
                                 of any portion of an Individual Account.

1.31 TRANSFERS:                  The movement of invested amounts among the
                                 available Fund(s); the Fixed Plus Account and
                                 the GA Account under this Contract during the
                                 accumulation period.


                                      9
<PAGE>

1.32 VALUATION PERIOD (PERIOD):  The period as of 4:15 p.m. Eastern time on each
                                 day the New York Stock Exchange is open for
                                 business to 4:15 p.m. Eastern time of the next
                                 such business day, or such other day that one
                                 or more of the Fund(s) determines its net asset
                                 value.

1.33 VARIABLE ANNUITY:           An Annuity with payments that vary with the net
                                 investment results of a Separate Account.

II. GENERAL PROVISIONS
- --------------------------------------------------------------------------------
2.01 CHANGE OF CONTRACT:         Except as provided below, only an authorized
                                 officer of Aetna may change the terms of the
                                 Contract by notifying the Contract Holder, in
                                 writing, at least 30 days before the effective
                                 date of the change. Any change will not affect
                                 the amount or terms of any Annuity which begins
                                 before the change.

                                 Aetna may make a change that affects the GA
                                 Account Market Value Adjustment (3.06) with at
                                 least 30 days' advance written notice to the
                                 Contract Holder. Any such change shall become
                                 effective for any present or future
                                 Participant.

                                 Any change that affects the following
                                 provisions of this Contract will not apply to
                                 Individual Accounts in existence before the
                                 effective date of the change:

                                 (a)  Net Purchase Payment(s) (1.22)
                                 (b)  GA Account Guaranteed Rate (1.15)
                                 (c)  Fixed Plus Account Guaranteed Rate (1.14)
                                 (d)  Net Return Factor(s) -- Separate
                                      Account (3.04)
                                 (e)  Current Value (1.07)
                                 (f)  Surrender Value (1.30)
                                 (g)  Fund(s) Annuity Unit Value -- Separate
                                      Account (4.06)
                                 (h)  Annuity Options (4.08)
                                 (i)  Fixed Annuity Interest Rates (4.01)
                                 (j)  Maximum Transfer Fee (3.07)

                                 Any change that affects the Annuity options and
                                 the tables for the options can be made:

                                 (1)  No earlier than 12 months after the
                                      effective date of this Contract; and

                                 (2)  No earlier than 12 months after the
                                      effective date of any such prior change.

                                 New Participants covered under this Contract on
                                 or after the effective date of any change will
                                 be subject to the change.  If the Contract
                                 Holder does not agree to any change under this
                                 provision, no new Participants will be covered
                                 under this Contract. Aetna will continue to
                                 accept Purchase Payments for the Participants
                                 covered under this Contract before the change.
                                 This Contract may also be changed as required
                                 by federal or state law.


                                       10
<PAGE>

2.02 CHANGE OF FUND(S):          Aetna, or the Separate Account may: 

                                 (a)  Change the Fund(s) which may be invested
                                      in by the Separate Account; and
                                 (b)  Replace the shares of any Fund(s) held in
                                      the Separate Account with shares of any
                                      other Fund(s).

                                 Changes must be:

                                 (a)  Approved by a majority vote in the
                                      Separate Account with respect to the
                                      Fund(s) whose shares are to be replaced;

                                 (b)  Deemed necessary by Aetna under the
                                      Investment Company Act of 1940; or

                                 (c)  Deemed necessary by Aetna to accomplish
                                      the purpose of the Separate Account.

                                 Aetna will notify the Contract Holder of any
                                 change.

2.03 NONPARTICIPATING CONTRACT:  Participants or their beneficiaries will not
                                 have a right to share in the earnings of Aetna.

2.04 PAYMENTS:                   Aetna will make Annuity payments as and when
                                 due. Aetna will determine other payments and/or
                                 elections as of the end of the Valuation Period
                                 in which the request is received at the Aetna
                                 Processing Office. Such payments will be made
                                 within 7 calendar days of receipt at the Aetna
                                 Processing Office of a written claim for
                                 payment which is in good order, except as
                                 provided in 3.13.

2.05 STATE LAWS:                 This Contract complies with the laws of the
                                 State of New York. Any Surrender Value, death
                                 benefit or Annuity payments are equal to or
                                 greater than the minimum required by such laws.
                                 Annuity tables for legal reserve valuation
                                 shall be as required by state law. Such tables
                                 may be different from Annuity tables used to
                                 determine Annuity payments.

2.06 CONTROL OF CONTRACT:        This Contract is designed to accept rollovers
                                 or transfers of 403(b) funds contributed to a
                                 governmental plan which provided for retirement
                                 income that is not subject to Title I of the
                                 Employee Retirement Income Security Act of 1974
                                 (ERISA), as amended by subsequent law including
                                 REA. The 403(b) funds must be rolled over or
                                 transferred from another investment provider
                                 under the SUNY optional retirement program.

                                 Participants may select the investment
                                 option(s) for the Employer Account and/or the
                                 Employee Account. Choices made under this
                                 Contract must be in writing or in a form
                                 satisfactory to Aetna. Until receipt of such
                                 choices in the Aetna Processing Office, Aetna
                                 may rely on any previous choices made. The
                                 Participant may direct Aetna to make an
                                 in-service transfer to another investment
                                 provider under the SUNY optional retirement
                                 program, pursuant to IRS Revenue Ruling 90-24.
                                 Checks for in-service transfers will be made
                                 payable only to the acquiring investment
                                 provider.


                                       11
<PAGE>
2.06 CONTROL OF CONTRACT         (a)  Nontransferable and Nonassignable: This
     (CONT'D):                        Contract and any Individual Accounts are
                                      nontransferable and nonassignable, except
                                      pursuant to a "qualified domestic
                                      relations order" as set forth under the
                                      Internal Revenue Code of 1986, as it may
                                      be amended from time to time.

                                 (b)  Distributions: A Participant may apply for
                                      a distribution from his or her Employee
                                      and/or Employer Account.  However, the
                                      Plan Administrator must certify in writing
                                      that the distribution is in accordance
                                      with the terms of the Program.

                                 (c)  Participant Rights/Employee Account: The
                                      Participant has a nonforfeitable right to
                                      the value of his or her Employee Account
                                      pursuant to the terms of the Program as
                                      interpreted by the Plan Administrator.

                                 (d)  Participant Rights/Employer Account: The
                                      Participant has a nonforfeitable right to
                                      the value of his or her Employer Account
                                      pursuant to the terms of, and to the
                                      extent of his or her vested percentage
                                      under the Program, as interpreted by the
                                      Plan Administrator.

2.07 DESIGNATION OF              Each Participant shall name the beneficiary of
     BENEFICIARY:                his or her Employer and Employee Account. Upon
                                 the Participant's death, Aetna will pay any
                                 portion of the Individual Account Current Value
                                 to the beneficiary in any form permitted under
                                 the Contract and as elected by the beneficiary.

2.08 MISSTATEMENTS AND           If Aetna finds the age of any payee to be
     ADJUSTMENTS:                misstated, the correct facts will be used to
                                 adjust payments.

2.09 INCONTESTABILITY:           Aetna cannot cancel this Contract because of
                                 any error of fact on the application.

2.10 GRACE PERIOD:               This Contract will remain in effect even if
                                 Purchase Payments are not continued.

2.11 INDIVIDUAL CERTIFICATES:    Aetna shall issue Certificates to the
                                 Participants as required under the New York
                                 Insurance Laws. The Certificate will summarize
                                 certain provisions of the Contract.
                                 Certificates are for information only and are
                                 not a part of the Contract.

III. PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS
- --------------------------------------------------------------------------------
3.01 NET PURCHASE PAYMENT(S):    This amount is the actual Purchase Payment less
                                 any premium tax.  As a rule, Aetna will deduct
                                 the premium tax when Annuity benefits are
                                 purchased (see Part IV).  If Aetna determines
                                 that a premium tax is due when Purchase
                                 Payments are received or at any other time, it
                                 will deduct the tax at that time.

                                 The Net Purchase Payment(s) may be credited
                                 among:

                                 (a)  The Fixed Plus Account; and


                                       12
<PAGE>
3.01 NET PURCHASE PAYMENT(S)     (b)  The GA Account; and
     (CONT'D):                   (c)  The Fund(s) in which the Separate Account
                                      invests.

                                 Aetna must be told the allocation percentage to
                                 be applied to the Fixed Plus Account, the
                                 current Deposit Period for each of the
                                 available Terms in the GA Account and/or each
                                 Fund.

                                 The Participant may change the allocation of
                                 future Net Purchase Payment(s) at any time,
                                 without charge.

3.02 INDIVIDUAL ACCOUNT(S):      This Contract is issued to the Contract Holder.
                                 However, Aetna will maintain two Individual
                                 Accounts for each Participant. These are:

                                 (a)  An Employer Account: This Individual
                                      Account will be credited with the Net
                                      Purchase Payment(s) attributable to a
                                      rollover or transfer of employer
                                      contributions; and

                                 (b)  An Employee Account: This Individual
                                      Account will be credited with the Net
                                      Purchase Payment(s) attributable to a
                                      rollover or transfer of after-tax employee
                                      contributions. This Contract does not
                                      allow Net Purchase Payment(s) attributable
                                      to a rollover or transfer of salary
                                      reduction contributions.

3.03 FUND RECORD UNITS --        The portion of the Net Purchase Payment(s)
     SEPARATE ACCOUNT:           applied to the Separate Account will determine
                                 the number of each Fund's Record Units. This
                                 number is equal to the Net Purchase Payment
                                 applied to the Fund divided by the Fund Record
                                 Unit Value (see 3.05) for the Valuation Period
                                 in which the Purchase Payment is received in
                                 good order.

3.04 NET RETURN FACTOR(S) --     The Net Return Factors are used to compute all
     SEPARATE ACCOUNT:           Separate Account Values and payments for any
                                 Fund.

                                 The Net Return Factor for each Fund is equal to
                                 1.0000000 plus the Net Return Rate.

                                 The Net Return Rate is equal to:

                                 (a)  The sum of:

                                      (i)   The value of the shares of the Fund
                                            held by the Separate Account at the
                                            end of a Valuation Period; minus
                                      (ii)  The value of the shares of the Fund
                                            held by the Separate Account at the
                                            start of the Valuation Period; plus
                                            or minus
                                      (iii) Taxes (or reserves for taxes) on the
                                            Separate Account (if any);

                                 (b)  Divided by the total value of the Fund
                                      Record Units and Fund Annuity Units of the
                                      Separate Account at the start of the
                                      Valuation Period;


                                       13
<PAGE>
3.04 NET RETURN FACTOR(S) --     (c)  Minus a daily actuarial charge at an 
     SEPARATE ACCOUNT                 annual rate of 1.25% for Annuity mortality
     (CONT'D):                        and expense risks and profit and a daily
                                      administrative charge which will not
                                      exceed 0.25% on an annual basis. The
                                      administrative charge may be changed
                                      annually except for amounts which have
                                      been used to purchase an Annuity.

                                 A Net Return Rate may be more or less than 0%.

                                 The value of a share of the Fund is equal to
                                 the net assets of the Fund divided by the
                                 number of shares outstanding.

3.05 FUND RECORD UNIT VALUE --   Each Fund's Record Unit Value is computed by
     SEPARATE ACCOUNT:           multiplying the Net Return Factor for the
                                 current Valuation Period by the Fund's Record
                                 Unit Value for the previous Period. The dollar
                                 value of a Fund's Record Unit, Separate Account
                                 assets, and Variable Annuity payments may go up
                                 or down due to investment gain or loss.

3.06 MARKET VALUE ADJUSTMENT:    There will be an MVA for a withdrawal from the
                                 GA Account before the end of a Term when the
                                 withdrawal is due to:

                                 (1)  A Transfer;
                                 (2)  A full or partial surrender; or
                                 (3)  A payment of a premium for Annuity
                                      Option 2.

                                 The MVA reflects the changes in market interest
                                 rates since the beginning of the Deposit
                                 Period. The market value adjustment amount (the
                                 dollar amount of the MVA) can be positive or
                                 negative. The total of all market value
                                 adjustment amounts from every Guaranteed Term
                                 affected by the withdrawal is called the
                                 aggregate market value adjustment amount
                                 (aggregate MVA amount). This aggregate MVA
                                 amount may be a positive or negative figure,
                                 and therefore, may increase or decrease the
                                 actual amount withdrawn from the GA Account to
                                 satisfy a withdrawal.

                                 The amount of the withdrawal will be adjusted
                                 to a market value amount as described below.

                                 The market value adjusted amount will be equal
                                 to the amount withdrawn multiplied by the
                                 following ratio:

                                          X
                                         ---
                                         365

                                   (1 + i)
                                  ---------
                                          X
                                         ---
                                         365
                                   (1 + j)

                                 Where:

                                      i    is the Deposit Period Yield
                                      j    is the Current Yield
                                      x    is the number of days remaining,
                                           (computed from Wednesday of the week
                                           of withdrawal) in the Guaranteed 
                                           Term.


                                       14
<PAGE>
3.06 MARKET VALUE ADJUSTMENT     Each business day, the Wall Street Journal
     (CONT'D):                   publishes the prices of all outstanding U.S.
                                 Treasury issues. In this display, Treasury
                                 Notes are identified by the interest rate at
                                 which they were issued and the month and year
                                 in which they mature.  The final figure shown
                                 for a given Treasury issue is its yield to
                                 maturity as of the preceding business day.
                                 These yields determine the Current Yield and
                                 the Deposit Period Yield in the market value
                                 adjustment calculation.

                                 The Deposit Period Yield will be determined as
                                 follows:

                                 (i)  At the close of the last business day of
                                      each week of the Deposit Period, a yield
                                      will be computed as the average of the
                                      yields on that day of U.S. Treasury Notes
                                      which mature in the last three months of
                                      the Guaranteed Term.  (The average is
                                      calculated by summing the yields of the
                                      U.S. Treasury Notes included and dividing
                                      that sum by the number of U.S. Treasury
                                      Notes so included.)

                                 (ii) The Deposit Period Yield is the average of
                                      those yields for the Deposit Period. If
                                      withdrawal is made prior to the close of
                                      the Deposit Period, it is the average of
                                      those yields on each week preceding
                                      withdrawal. (The average is calculated by
                                      summing the week by week yields included
                                      and dividing that sum by the number of
                                      week by week yields so included.)

                                 The Current Yield is the average of the yields
                                 on the last business day of the week preceding
                                 withdrawal on the same U.S. Treasury Notes
                                 included in the Deposit Period Yield. (The
                                 average is calculated by summing the yields of
                                 the U.S. Treasury Notes included and dividing
                                 that sum by the number of U.S. Treasury Notes
                                 so included.)

                                 In the event that no U.S. Treasury Notes which
                                 mature in the last three months of the
                                 Guaranteed Term exist, Aetna reserves the right
                                 to use the U.S. Treasury Notes that mature in a
                                 following quarter.

                                 Full and partial surrenders as well as
                                 Transfers made in connection with the Sum
                                 Payable at Death provision (see 3.11), or in
                                 connection with Disability as defined below,
                                 within six months of the date of the
                                 Participant's death or termination of
                                 employment due to disability, will be the
                                 greater of:

                                 (a)  The aggregate MVA amount which is the sum
                                      of all market value adjusted amounts
                                      calculated due to a withdrawal of amounts
                                      (for surrender or Transfer) from Terms
                                      prior to the end of those Terms. The
                                      aggregate MVA may be either positive or
                                      negative; or

                                 (b)  The applicable portion of the Current
                                      Value in the GA Account.

                                 After the six month period, the surrender or
                                 Transfer will be the aggregate MVA amount
                                 (i.e., including all MVAs).


                                       15
<PAGE>
3.06 MARKET VALUE ADJUSTMENT     "Disability," for purposes of this Section
     (CONT'D):                   means the inability to engage in any
                                 substantial gainful activity by reason of any
                                 medically determinable physical or mental
                                 impairment which can be expected to result in
                                 death or to be long-continued and indefinite
                                 duration and can be expected to be for life.

                                 The greater of the aggregate MVA amount or the
                                 applicable portion of the Current Value in the
                                 GA Account is applied to amounts withdrawn from
                                 the GA Account for payment of a premium under
                                 Annuity Options 3 or 4.

3.07 TRANSFER OF CURRENT VALUE   Before an Annuity option is elected, all or any
     FROM THE FUNDS OR GA        portion of the Adjusted Current Value may be
     ACCOUNT:                    transferred from any Fund or the GA Account to:

                                 (a)  Any other Fund;
                                 (b)  The Fixed Plus Account; or
                                 (c)  Any GA Account Term available in the
                                      current Deposit Period.

                                 Amounts in a specific GA Account Term cannot be
                                 transferred to the Deposit Period of another
                                 Term within the same Classification except at
                                 the Term's Maturity. Amounts applied to
                                 Classifications of the GA Account may not be
                                 transferred to the Fund(s) or the Fixed Plus
                                 Account during the Deposit Period or for 90
                                 days after the close of the Deposit Period.

                                 For each Individual Account, twelve Transfers
                                 of the Adjusted Current Value (excluding
                                 Transfers from the GA Account at the end of a
                                 Guaranteed Term) can be made during a calendar
                                 year period. Should Aetna allow additional
                                 Transfers, each may be subject to a fee of
                                 up to $10.

3.08 TRANSFER OF CURRENT VALUE   During each rolling 12 month period, before an
     FROM THE FIXED PLUS         Annuity option is elected, up to 20% of the
     ACCOUNT:                    Current Value in the Fixed Plus Account may be
                                 transferred to one or more of the Fund(s) or to
                                 the GA Account's then-current DepositPeriod.
                                 The 20% limit is reduced by any partial
                                 surrender(s) or amount(s) used to purchase an
                                 Annuity during the 12 month period.

                                 The Current Value of the Fixed Plus Account, as
                                 used above, is the value when the request is
                                 received at the Aetna Processing Office.

3.09 NOTICE TO THE PARTICIPANT:  Aetna will notify the Participant each year of:

                                 (a)  The value of any amounts held in:
                                      (1)  The Fixed Plus Account;
                                      (2)  The GA Account;
                                      (3)  The Fund(s) for the Separate Account;
                                 (b)  The number of any Fund(s) Record Units;
                                 (c)  The Fund(s) Record Unit Value(s); and
                                 (d)  The Surrender Values of these amounts.

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


                                       16
<PAGE>
3.10 TIMING AND MANNER OF        Distribution of benefits to a Participant may
     DISTRIBUTIONS:              be made in the form of an Annuity, as described
                                 in 4.01. In certain limited circumstances, as
                                 permitted under the terms of the Program,
                                 distribution may be made in a lump sum, as
                                 described in 3.12 and 3.13.  The Participant
                                 may elect the form of distribution subject to
                                 Plan Administrator certification in writing
                                 that the Participant is eligible, both as to
                                 the timing and the form of distribution.

                                 The distribution of benefits accrued after
                                 December 31, 1986 must be made in a lump sum or
                                 must 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.

                                 During the calendar year in which the
                                 Participant attains age 70 1/2, Aetna will
                                 notify the Participant regarding the
                                 distribution of benefits. If the Participant
                                 does not request commencement of benefits as
                                 described above, Aetna will not be responsible
                                 for compliance with the Code Section 401(a)(9)
                                 minimum distribution requirements and for any
                                 adverse tax consequences that may result.

3.11 SUM PAYABLE AT DEATH        Aetna will pay any portion of the Individual
     (BEFORE ANNUITY PAYMENTS    Accounts Current Value to the beneficiary when:
     START):

                                 (a)  The Participant dies before Annuity
                                      payments start; and
                                 (b)  The notice of death is received in good
                                      order by Aetna.

                                 The sum payable will be the Current Value on
                                 the date when the notice is received in good
                                 order at the Aetna Processing Office. The
                                 amount paid from the Fixed Plus Account will
                                 not be less than the Net Purchase Payment(s)
                                 allocated to the Fixed Plus Account plus
                                 interest (less any prior Transfers, surrenders,
                                 or amounts used to purchase Annuity options).
                                 The beneficiary may choose to apply any sum
                                 under an Annuity option (4.08), subject to any
                                 other terms and conditions of this Contract, or
                                 to receive a lump sum.

                                 If the beneficiary of the death proceeds is the
                                 Participant's surviving spouse, the first
                                 Annuity payment or the lump sum payment is not
                                 required to begin earlier than when the
                                 Participant would have attained age 70 1/2 or
                                 such later date as may be allowed under federal
                                 law or regulations. If the beneficiary is not
                                 the surviving spouse, all of the Current Value
                                 must either be applied to an Annuity option
                                 within one year of the Participant's death or
                                 be paid within 5 years of the Participant's
                                 death (see Part IV).  If no beneficiary exists,
                                 the payment will be made to the Participant's
                                 estate.

3.12 SURRENDER VALUE:            Except as otherwise provided in 3.13, a
                                 Participant may request a partial or full
                                 surrender from his or her Individual Accounts
                                 as a Transfer to another investment provider
                                 under the SUNY optional retirement program.
                                 In certain limited circumstances, as permitted
                                 under the terms of the Program, the Participant
                                 may elect a lump sum distribution subject to
                                 Plan Administrator


                                       17
<PAGE>
3.12 SURRENDER VALUE             certification in writing that the Participant
     (CONT'D):                   is eligible, both as to the timing and the
                                 form of distribution.  Written direction from
                                 the Participant on a form acceptable to Aetna
                                 must be received in the Aetna Processing
                                 Office.

                                 Full and partial surrenders are satisfied by
                                 withdrawing amounts from each of the investment
                                 options in which the Individual Account is
                                 invested (the Fund(s), the Fixed Plus Account,
                                 the GA Account Short-Term Classification and
                                 the GA Account Long-Term Classification) on a
                                 pro rata basis. Terms within the GA Account
                                 Short-Term and Long-Term Classifications are
                                 considered as two separate investment options.
                                 Amounts will be removed within a GA Account
                                 Classification starting with the Term still in
                                 effect with the oldest Deposit Period. However,
                                 the Participant may specify a particular order
                                 in which investment options will be liquidated
                                 in order to satisfy a partial surrender
                                 request.

                                 Any amount that is withdrawn from the Fixed
                                 Plus Account will be subject to the limitations
                                 in 3.13.

3.13 PAYMENT OF SURRENDER        When Aetna receives a full surrender request,
     VALUE:                      no additional partial surrenders or Transfers
                                 from the Fixed Plus Account are permitted
                                 during the payout period. The Current Value of
                                 the Fixed Plus Account will be paid in five
                                 annual payments of:

                                 (a)  One-fifth of the Current Value on the day
                                      the request is received in good order at
                                      Aetna's Processing Office, reduced by any
                                      amount from the Fixed Plus account
                                      transferred, surrendered or used to
                                      purchase Annuity benefits during the prior
                                      12 months;

                                 (b)  One-fourth of the remaining Current Value
                                      12 months later;

                                 (c)  One-third of the remaining Current Value
                                      12 months later;

                                 (d)  One-half of the remaining Current Value
                                      12 months later; and

                                 (e)  The balance of the Current Value 12 months
                                      later.

                                 The Current Value will be paid in a lump sum
                                 when a surrender is:

                                 (a)  Due to a Participant's death before
                                      Annuity payments begin;

                                 (b)  Used to purchase Annuity benefits;

                                 (c)  When the amount in the Fixed Plus Account
                                      is $3,500 or less, the surrendered amount
                                      is to be transferred to another investment
                                      provider under the SUNY optional
                                      retirement program and no amount has been
                                      surrendered, transferred or used to
                                      purchase Annuity benefits during the prior
                                      12 months.

                                 (d)  When the Individual Accounts Adjusted
                                      Current Value is $4,000 or less and the
                                      surrendered amount is paid to the
                                      Participant in a lump sum.


                                       18
<PAGE>
3.13 PAYMENT OF SURRENDER        Any full surrender from the Fixed Plus Account
     VALUE (CONT'D):             may be canceled at any time before the end of
                                 the payment period.

                                 During each rolling 12 month period, up to 20%
                                 of the Current Value in the Fixed Plus Account
                                 may be withdrawn as a partial surrender. This
                                 20% limit is reduced by any amount(s)
                                 transferred or used to purchase an Annuity
                                 during the 12 month period.

3.14 ALTERNATIVE PAYMENT OF      As an alternative to 3.13, the Contract Holder
     SURRENDER VALUE:            may elect the following: If the entire Contract
                                 is to be surrendered by the Contract Holder,
                                 the Contract Holder must notify Aetna of such
                                 intent no less than 60 days prior to the
                                 proposed surrender date. Within 30 days of
                                 receipt of such notice, Aetna will supply the
                                 Contract Holder with the specific period and
                                 interest rate that would apply to a complete
                                 surrender of the Contract under (b) below. The
                                 Contract Holder must then irrevocably elect, in
                                 writing, to receive the total of all Individual
                                 Accounts' Current Values invested in the Fixed
                                 Plus Account:

                                 (a)  In the manner described in 3.13 above; or

                                 (b)  In level, annual payments for a period not
                                      to exceed ten years.

                                 If this alternative (b) is elected, the 
                                 interest credited to the Fixed Plus Account may
                                 be reduced by up to 1.5% from the net effective
                                 rate of interest being credited upon the date
                                 of surrender. This interest rate will remain
                                 constant throughout the payment period.

3.15 REINSTATEMENT:              All or a portion of the proceeds of a full
                                 surrender of this Contract may be reinvested
                                 within 30 days after the surrender if allowed
                                 by law. Any Market Value Adjustment deducted
                                 from GA Account surrenders will not be included
                                 in the reinstatement. Amounts will be
                                 reinstated among the Fixed Plus Account, GA
                                 Account, and the Fund(s) in the same proportion
                                 as they were at the time of surrender. Any
                                 amount reinstated to the GA Account will be
                                 redited to the available Terms of the current
                                 Deposit Period. In the event that a Term of the
                                 same duration is unavailable, amounts will be
                                 reinvested in the next shortest Term available
                                 in the current Deposit Period. If no shorter
                                 Term is available, the next longer Term will be
                                 used. The number of Fund(s) Record Units
                                 reinstated will be based on the Record Unit
                                 Value(s) next computed after receipt at the
                                 Aetna Processing Office of the reinstatement
                                 request and the amount to be reinvested.

                                 Reinstatement is permitted only once.


                                       19
<PAGE>
IV. ANNUITY PROVISIONS
- --------------------------------------------------------------------------------
4.01 CHOICES TO BE MADE:         The Participant may elect an Annuity option by
                                 telling Aetna to pay all or any portion of his
                                 or her Individual Accounts Current Value (minus
                                 any premium tax) as a premium for an Annuity
                                 under Option 2, 3, or 4 (see 4.08). A
                                 completed and signed election form must be
                                 submitted to the Aetna Processing Office. The
                                 form must include Plan Administrator
                                 certification that the Participant is entitled
                                 to a distribution under the terms of the
                                 Program and that the Annuity option chosen is
                                 permitted under the terms of the Program. Any
                                 election of an Annuity option must comply with
                                 the incidental death benefit rules under Code
                                 Section 401(a)(9) regulations. This restriction
                                 does not apply if Option 4 is chosen and the
                                 second Annuitant is the spouse of the
                                 Participant.

                                 Generally, the first Annuity payment must be
                                 made 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.

                                 When an Annuity option is chosen, Aetna must
                                 also be told if payments are to be made other
                                 than monthly and to pay:

                                 (a)  A Fixed Annuity using the General Account;
                                 (b)  A Variable Annuity using any of the
                                      Fund(s) made available by Aetna for
                                      Annuity purposes; or
                                 (c)  A combination of (a) and (b).

                                 The assumed interest rate for a Fixed Annuity
                                 and the interest rate under Annuity option 1
                                 will be no less than 3%. Aetna may add interest
                                 daily under Annuity option 1 at a higher rate
                                 as determined by its Board of Directors.

                                 If a Variable Annuity is chosen, an Assumed
                                 Annual Net Return Rate of 5% may be chosen. If
                                 not chosen, Aetna will use an Assumed Annual
                                 Net Return Rate of 3.5%.

                                 With the exception of Option 2 on a variable
                                 basis, once elected, an Annuity option may not
                                 be revoked.

4.02 TERMS OF ANNUITY OPTIONS:   (a)  No choice of any Annuity option may be
                                      made if the first payment would be less
                                      than $20 or if the total payments in a
                                      year would be less than $100.

                                 (b)  If a Fixed Annuity under Option 2, 3, or 4
                                      is chosen and a larger payment would
                                      result from applying the Surrender Value
                                      to a current Aetna single premium
                                      immediate Annuity, Aetna will make the
                                      larger payment.

                                 (c)  Age, where used in the following tables,
                                      means age on the birthday closest to the
                                      date of the first payment.

                                      The Annuity rates for Options 3 and 4 are
                                      based on mortality from 1983 Table a.


                                       20
<PAGE>
4.02 TERMS OF ANNUITY OPTIONS    (d)  Assumed Annual Net Return Rate is the
     (CONT'D):                        interest rate used to determine the amount
                                      of the first Annuity payment under a
                                      Variable Annuity. The Separate Account
                                      must earn this rate plus enough to cover
                                      the mortality and expense risks charges
                                      (which may include profit) and
                                      administrative charges if future Variable
                                      Annuity Payments are to remain level.

4.03 ANNUITY PAYMENTS TO         In no event may any payments to the Participant
     PARTICIPANT:                under an Annuity option extend beyond:

                                 (a)  The life of the Participant;

                                 (b)  The lives of the Participant and the
                                      beneficiary;

                                 (c)  A period certain greater than the
                                      Participant's life expectancy according
                                      to regulations under Code Section
                                      401(a)(9), determined as of the date
                                      payments are to commence; or

                                 (d)  A period certain greater than the life
                                      expectancies of the Participant and the
                                      beneficiary according to regulations under
                                      Code Section 401(a)(9), determined as of
                                      the date payments are to begin.

4.04 DEATH OF ANNUITANT          When an Annuitant dies under Options 2 and 3,
                                 the present value of any remaining guaranteed
                                 payments will be paid in one sum to the
                                 beneficiary or, upon election by the
                                 beneficiary, any remaining payments will
                                 continue to the beneficiary. If no beneficiary
                                 exists, the present value of any remaining
                                 guaranteed payments will be paid in one lump
                                 sum to the Participant's estate.

                                 However, if a beneficiary dies while under
                                 Option 1 or while receiving Annuity payments,
                                 the present value of any remaining payments
                                 will be paid in one lump sum to the
                                 beneficiary's estate. The interest rate used to
                                 determine the first payment will be used to
                                 calculate the present value.

                                 In no event may any payments to the beneficiary
                                 under an Annuity option extend beyond:

                                 (a)  The life of the beneficiary determined as
                                      of the date payments are to commence; or

                                 (b)  Any certain period greater than the
                                      beneficiary's life expectancy as
                                      determined by regulations under Code
                                      Section 401(a)(9) as of the date payments
                                      are to begin.

4.05 FUND(S) ANNUITY UNITS --    The number of each Fund's Annuity units is
     SEPARATE ACCOUNT:           based on the amount of the first Variable
                                 Annuity payment which is equal to:

                                 (a)  The portion of the Current Value (minus
                                      any premium tax) applied to pay a
                                      Variable Annuity; divided by

                                 (b)  1,000; multiplied by

                                 (c)  The payment rate for the option chosen.


                                       21
<PAGE>
4.05 FUND(S) ANNUITY UNITS --    Such amount, or portion, of the variable
     SEPARATE ACCOUNT            payment will be divided by the appropriate
     (CONT'D):                   Fund(s) Annuity Unit Value (see 4.06) on the
                                 tenth Valuation Period before the due date of
                                 the first payment to determine the number of
                                 each Fund Annuity Units. The number of each
                                 Fund Annuity Units remains fixed. Each future
                                 payment is equal to the sum of the products of
                                 each Fund Annuity Unit Value multiplied by the
                                 appropriate number of Units. The Fund Annuity
                                 Unit Value on the tenth Valuation Period prior
                                 to the due date of the payment is used.

4.06 FUND(S) ANNUITY UNIT        For any Valuation Period, a Fund(s) Annuity
     VALUE -- SEPARATE           Unit Value is equal to:
     ACCOUNT:
                                 (a)  The value for the previous Period;
                                      multiplied by
                                 (b)  The Net Return Factor(s) (see 4.07) for
                                      the Period; multiplied by
                                 (c)  A factor to reflect the Assumed Annual Net
                                      Return Rate.

                                 The factor for 3.5% per year is .9999058; for
                                 5% per year it is .9998663.

                                 The dollar value of a Fund(s) Annuity Unit
                                 Values and payments may go up or down due to
                                 investment gain or loss.

                                 If Variable Annuity payments are not to
                                 decrease, Aetna must earn a gross return on the
                                 assets of the Separate Account of:

                                 -  4.75% on an annual basis plus an annual
                                    return of up to 0.25% to offset the
                                    administrative charge set at the time
                                    Annuity payments commence if an Assumed
                                    Annual Net Return Rate of 3.5% is chosen; or

                                 -  6.25% on an annual basis plus an annual
                                    return of up to 0.25% to offset the
                                    administrative charge set at the time
                                    Annuity payments commence if an Assumed
                                    Annual Net Return Rate of 5% is chosen.

                                 Payments shall not be changed due to changes in
                                 the mortality or expense results or
                                 administrative charges.

4.07 ANNUITY NET RETURN          The Annuity Return Factor(s) are used to
     FACTOR(S) -- SEPARATE       compute all Separate Account Annuity payments
     ACCOUNT:                    for any Fund.

                                 The Annuity Net Return Factor(s) for each Fund
                                 is equal to 1.0000000 plus the Net Return Rate.
                                 The Net Return Rate is equal to:

                                 (a)  The value of the shares of the Fund held
                                      by the Separate Account at the end of a
                                      Valuation Period; minus

                                 (b)  The value of the shares of the Fund held
                                      by the Separate Account at the start of
                                      the Valuation Period; plus or minus

                                 (c)  Taxes (or reserves for taxes) on the
                                      Separate Account (if any);

                                 (d)  The total value of the Fund(s) Record
                                      Units and the Fund(s) Annuity Units of
                                      the Separate Account at the start of the
                                      Valuation Period; minus


                                       22
<PAGE>
4.07 ANNUITY NET RETURN          (e)  A daily actuarial charge at an annual rate
     FACTOR(S) -- SEPARATE            of 1.25% for Annuity mortality and expense
     ACCOUNT (CONT'D):                risks and profit and a daily
                                      administrative charge which will not
                                      exceed 0.25% on an annual basis.

                                 A Net Return Rate may be more or less than 0%.

                                 The value of a share of the Fund is equal to
                                 the net assets of the Fund divided by the
                                 number of shares outstanding.

4.08 ANNUITY OPTIONS:            Option 1 -- Payments of Interest on Sum Left
                                 with Aetna -- This option may be used only by
                                 the beneficiary when the Participant dies
                                 before Aetna has started paying an Annuity. A
                                 portion or all of the sum paid upon death may
                                 be held under this option and will be held in
                                 the General Account of Aetna at interest
                                 (see 4.01).  The beneficiary may later tell
                                 Aetna to:

                                 (a)  Pay a portion or all of the sum held by
                                      Aetna; or
                                 (b)  Apply a portion or all of the sum held by
                                      Aetna to any Annuity option below.

                                 If the beneficiary is the Participant's
                                 surviving spouse, payment may be deferred to a
                                 date not later than when the Participant would
                                 have attained age 70 1/2.

                                 If the beneficiary is not the Participant's
                                 surviving spouse, the entire sum must either be
                                 applied to an Annuity option within one year of
                                 the Participant's death, or be paid to the
                                 beneficiary within 5 years after the
                                 Participant's death.

                                 Option 2 -- Payments for a Stated Period of
                                 Time -- An Annuity will be paid for the number
                                 of years chosen. The number of years that may
                                 be chosen will be determined in part by the
                                 accumulation options in which the Individual
                                 Account Current Value was held prior to the
                                 election of the Annuity option as follows:

                                 For amounts invested in the GA Account or one
                                 or more of the Fund(s), the number of years
                                 chosen must be at least 3 and not more than 30
                                 and the Annuity may be a Fixed or Variable
                                 Annuity.

                                 For amounts invested in the Fixed Plus Account,
                                 the number of years chosen must be at least 6
                                 and not more than 30 and the Annuity must be a
                                 Fixed Annuity.

                                 If payments for this option are made under a
                                 Variable Annuity, the present value of any
                                 remaining payments may be withdrawn at any
                                 time.

                                 Option 3 -- Life Income -- An Annuity will be
                                 paid for the life of the Annuitant. If also
                                 chosen, Aetna will guarantee payments for 60,
                                 120, 180, or 240 months.

                                 Option 4 -- Life Income for 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:


                                       23
<PAGE>
4.08 ANNUITY OPTIONS             (a)  100% of the payment to continue after the
     (CONT'D):                        first death;
                                 (b)  66 2/3% of the payment to continue after
                                      the first death;
                                 (c)  50% of the payment to continue after the
                                      first death;
                                 (d)  Payments for a minimum of 120 months, with
                                      100% of the payment to continue after the
                                      first death; or
                                 (e)  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.

                                 Other Options -- Aetna may make other options
                                 available as allowed by the laws of the state
                                 in which this Contract is delivered.


                                       24
<PAGE>
                                    OPTION 2

                      PAYMENTS FOR A STATED PERIOD OF TIME

                AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
              GUARANTEED     MONTHLY     QUARTERLY     SEMI-ANNUAL     ANNUAL
    YEARS        RATE        PAYMENT      PAYMENT        PAYMENT       PAYMENT
- --------------------------------------------------------------------------------
     <S>         <C>          <C>          <C>            <C>           <C>
     3           3.00%        $28.99       $86.76         $172.88       $343.23
     4           3.00%         22.06        66.02          131.56        261.19
     5           3.00%         17.91        53.59          106.78        211.99
     6           3.00%         15.14        45.30           90.27        179.22
     7           3.00%         13.16        39.39           78.49        155.83
     8           3.00%         11.68        34.96           69.66        138.31
     9           3.00%         10.53        31.52           62.81        124.69
     10          3.00%          9.61        28.77           57.33        113.82
     11          3.00%          8.86        26.52           52.85        104.93
     12          3.00%          8.24        24.65           49.13         97.54
     13          3.00%          7.71        23.08           45.98         91.29
     14          3.00%          7.26        21.73           43.29         85.95
     15          3.00%          6.87        20.56           40.96         81.33
     16          3.00%          6.53        19.54           38.93         77.29
     17          3.00%          6.23        18.64           37.14         73.74
     18          3.00%          5.96        17.84           35.56         70.59
     19          3.00%          5.73        17.13           34.14         67.78
     20          3.00%          5.51        16.50           32.87         65.26
     21          3.00%          5.32        15.92           31.72         62.98
     22          3.00%          5.15        15.40           30.68         60.92
     23          3.00%          4.99        14.92           29.74         59.04
     24          3.00%          4.84        14.49           28.88         57.33
     25          3.00%          4.71        14.09           28.08         55.76
     26          3.00%          4.59        13.73           27.36         54.31
     27          3.00%          4.47        13.39           26.68         52.97
     28          3.00%          4.37        13.08           26.06         51.74
     29          3.00%          4.27        12.79           25.49         50.60
     30          3.00%          4.18        12.52           24.95         49.53
</TABLE>

                                       25
<PAGE>
                                    OPTION 3

                                   LIFE INCOME

                AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

               PAYMENTS GUARANTEED FOR A STATED PERIOD OF MONTHS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
  ADJUSTED
   AGE OF        NONE          60           120            180           240
  ANNUITANT
- --------------------------------------------------------------------------------
     <S>         <C>          <C>          <C>            <C>           <C>
     50          $4.05        $4.05        $4.03          $3.99         $3.93
     51           4.12         4.11         4.09           4.05          3.99
     52           4.19         4.19         4.16           4.11          4.04
     53           4.27         4.26         4.23           4.18          4.10
     54           4.35         4.34         4.31           4.25          4.16
     55           4.44         4.42         4.39           4.32          4.22
     56           4.53         4.51         4.47           4.40          4.29
     57           4.62         4.61         4.56           4.48          4.35
     58           4.72         4.71         4.65           4.56          4.42
     59           4.83         4.81         4.75           4.64          4.49
     60           4.95         4.93         4.86           4.73          4.55
     61           5.07         5.05         4.97           4.83          4.62
     62           5.20         5.17         5.08           4.92          4.69
     63           5.34         5.31         5.20           5.02          4.76
     64           5.49         5.45         5.33           5.12          4.83
     65           5.65         5.61         5.47           5.22          4.89
     66           5.82         5.77         5.61           5.33          4.96
     67           6.01         5.94         5.75           5.44          5.02
     68           6.20         6.13         5.91           5.54          5.08
     69           6.41         6.33         6.07           5.65          5.14
     70           6.64         6.54         6.23           5.76          5.19
     71           6.88         6.76         6.41           5.86          5.24
     72           7.14         7.00         6.59           5.97          5.28
     73           7.43         7.26         6.77           6.06          5.32
     74           7.73         7.53         6.96           6.16          5.35
     75           8.06         7.82         7.14           6.25          5.38
</TABLE>

Rates are based on mortality from 1983 Table a.  The rates do not differ by sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.


                                       26
<PAGE>
                                    OPTION 4

                           LIFE INCOME FOR TWO PAYEES


                AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
      ADJUSTED AGES
- --------------------------
               SECOND
  ANNUITANT   ANNUITANT   OPTION 4A  OPTION 4B  OPTION 4C  OPTION 4D  OPTION 4E
- --------------------------------------------------------------------------------
     <S>         <C>        <C>        <C>        <C>        <C>        <C>
     55          50         $3.69      $4.05      $4.27      $3.69      $4.03
     55          55          3.88       4.25       4.47       3.87       4.14
     55          60          3.99       4.44       4.71       3.98       4.42

     60          55          3.99       4.44       4.71       3.98       4.42
     60          60          4.24       4.71       4.99       4.23       4.57
     60          65          4.38       4.97       5.32       4.38       4.93

     65          60          4.38       4.97       5.32       4.38       4.93
     65          65          4.72       5.33       5.70       4.71       5.14
     65          70          4.93       5.68       6.15       4.91       5.66

     70          65          4.93       5.68       6.15       4.91       5.66
     70          70          5.40       6.21       6.70       5.36       5.96
     70          75          5.69       6.68       7.32       5.62       6.67

     75          70          5.69       6.68       7.32       5.62       6.67
     75          75          6.37       7.45       8.15       6.23       7.12
     75          80          6.78       8.11       8.99       6.54       8.13
</TABLE>
Rates are based on mortality from 1983 Table a.  The rates do not differ by sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.


                                       27
<PAGE>

                                   OPTION 2

                     PAYMENTS FOR A STATED PERIOD OF TIME

               AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
               AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

       Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

<TABLE>
<CAPTION>
              GUARANTEED      MONTHLY      QUARTERLY      SEMI-ANNUAL      ANNUAL
YEARS            RATE         PAYMENT       PAYMENT         PAYMENT        PAYMENT
<S>          <C>             <C>          <C>            <C>              <C>     
  3              3.50%         $29.19        $87.33         $173.91        $344.86 
  4              3.50%          22.27         66.61          132.65         263.04
  5              3.50%          18.12         54.19          107.92         213.99
  6              3.50%          15.35         45.92           91.44         181.32
  7              3.50%          13.38         40.01           79.69         158.01
  8              3.50%          11.90         35.59           70.88         140.56
  9              3.50%          10.75         32.16           64.05         127.00
 10              3.50%           9.83         29.42           58.59         116.18
 11              3.50%           9.09         27.18           54.13         107.34
 12              3.50%           8.46         25.32           50.42          99.98
 13              3.50%           7.94         23.75           47.29          93.78
 14              3.50%           7.49         22.40           44.62          88.47
 15              3.50%           7.10         21.24           42.31          83.89
 16              3.50%           6.76         20.23           40.29          79.89
 17              3.50%           6.47         19.34           38.51          76.37
 18              3.50%           6.20         18.55           36.94          73.25
 19              3.50%           5.97         17.85           35.54          70.47
 20              3.50%           5.75         17.22           34.28          67.98
 21              3.50%           5.56         16.65           33.15          65.74
 22              3.50%           5.39         16.13           32.13          63.70
 23              3.50%           5.24         15.66           31.19          61.85
 24              3.50%           5.09         15.24           30.34          60.17
 25              3.50%           4.96         14.85           29.56          58.62
 26              3.50%           4.84         14.49           28.85          57.20
 27              3.50%           4.73         14.15           28.19          55.90
 28              3.50%           4.63         13.85           27.58          54.69
 29              3.50%           4.53         13.57           27.02          53.57
 30              3.50%           4.45         13.30           26.49          52.53
</TABLE>

                                      28

<PAGE>

                                     OPTION 3

                                   LIFE INCOME

                AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

                 PAYMENTS GUARANTEED FOR A STATED PERIOD OF MONTHS

<TABLE>
<CAPTION>
ADJUSTED
 AGE OF
ANNUITANT        NONE        60        120        180        240
<S>            <C>        <C>        <C>        <C>        <C>  
   50           $4.34      $4.34      $4.31      $4.27      $4.22
   51            4.41       4.40       4.38       4.33       4.27
   52            4.48       4.47       4.45       4.40       4.32
   53            4.56       4.55       4.52       4.46       4.38
   54            4.64       4.63       4.59       4.53       4.44

   55            4.72       4.71       4.67       4.60       4.50
   56            4.81       4.80       4.75       4.67       4.56
   57            4.91       4.89       4.84       4.75       4.62
   58            5.01       4.99       4.93       4.83       4.69
   59            5.12       5.10       5.03       4.92       4.75

   60            5.23       5.21       5.13       5.00       4.82
   61            5.36       5.33       5.24       5.09       4.88
   62            5.49       5.45       5.35       5.19       4.95
   63            5.63       5.59       5.47       5.28       5.02
   64            5.78       5.73       5.60       5.38       5.08

   65            5.94       5.89       5.73       5.48       5.15
   66            6.11       6.05       5.87       5.58       5.21
   67            6.29       6.22       6.02       5.69       5.27
   68            6.49       6.41       6.17       5.79       5.33
   69            6.70       6.60       6.33       5.90       5.38

   70            6.92       6.81       6.49       6.00       5.43
   71            7.17       7.04       6.66       6.10       5.48
   72            7.43       7.27       6.84       6.20       5.52
   73            7.71       7.53       7.02       6.30       5.55
   74            8.02       7.80       7.20       6.39       5.59

   75            8.35       8.08       7.38       6.48       5.62
</TABLE>


Rates are based on mortality from 1983 Table a.  The rates do not differ by sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                      29

<PAGE>

                                   OPTION 4

                          LIFE INCOME FOR TWO PAYEES

                AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

<TABLE>
<CAPTION>
       ADJUSTED AGES
- --------------------------
                  SECOND
ANNUITANT        ANNUITANT      OPTION 4A      OPTION 4B      OPTION 4C      OPTION 4D      OPTION 4E
<S>             <C>            <C>            <C>            <C>            <C>            <C>       
   55                50           $3.97          $4.35          $4.56          $3.97          $4.31
   55                55            4.16           4.54           4.76           4.15           4.42
   55                60            4.27           4.73           5.00           4.26           4.48

   60                55            4.27           4.73           5.00           4.26           4.70
   60                60            4.51           4.99           5.27           4.50           4.84
   60                65            4.66           5.25           5.61           4.65           4.93

   65                60            4.66           5.25           5.61           4.65           5.22
   65                65            4.99           5.61           5.99           4.98           5.42
   65                70            5.19           5.97           6.44           5.17           5.54

   70                65            5.19           5.97           6.44           5.17           5.93
   70                70            5.67           6.49           6.99           5.62           6.23
   70                75            5.95           6.96           7.61           5.87           6.40

   75                70            5.95           6.96           7.61           5.87           6.95
   75                75            6.64           7.73           8.43           6.48           7.40
   75                80            7.04           8.39           9.29           6.79           7.64
</TABLE>


Rates are based on mortality from 1983 Table a.  The rates do not differ by sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                      30


<PAGE>

                                    OPTION 2

                      PAYMENTS FOR A STATED PERIOD OF TIME

               AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
               AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
              GUARANTEED       MONTHLY      QUARTERLY      SEMI-ANNUAL       ANNUAL
YEARS            RATE          PAYMENT       PAYMENT         PAYMENT         PAYMENT
- ------------------------------------------------------------------------------------
<S>           <C>              <C>          <C>            <C>               <C>
 3            5.00%            $29.80        $89.04          $176.99         $349.72
 4            5.00%             22.89         68.38           135.93          268.58
 5            5.00%             18.74         56.00           111.33          219.98
 6            5.00%             15.99         47.77           94.96           187.64
 7            5.00%             14.02         41.90           83.30           164.59
 8            5.00%             12.56         37.52           74.58           147.35
 9            5.00%             11.42         34.11           67.81           133.99
 10           5.00%             10.51         31.40           62.42           123.34
 11           5.00%              9.77         29.19           58.03           114.66
 12           5.00%              9.16         27.36           54.38           107.45
 13           5.00%              8.64         25.81           51.31           101.39
 14           5.00%              8.20         24.50           48.69            96.21
 15           5.00%              7.82         23.36           46.44            91.75
 16           5.00%              7.49         22.37           44.47            87.88
 17           5.00%              7.20         21.51           42.75            84.48
 18           5.00%              6.94         20.74           41.23            81.47
 19           5.00%              6.71         20.06           39.88            78.80
 20           5.00%              6.51         19.46           38.68            76.42
 21           5.00%              6.33         18.91           37.59            74.28
 22           5.00%              6.17         18.42           36.62            72.35
 23           5.00%              6.02         17.98           35.73            70.61
 24           5.00%              5.88         17.57           34.93            69.02
 25           5.00%              5.76         17.20           34.20            67.57
 26           5.00%              5.65         16.87           33.53            66.25
 27           5.00%              5.54         16.56           32.92            65.04
 28           5.00%              5.45         16.28           32.35            63.93
 29           5.00%              5.36         16.01           31.83            62.90
 30           5.00%              5.28         15.77           31.35            61.95
- ------------------------------------------------------------------------------------
</TABLE>

                                       31


<PAGE>

                                       OPTION 3

                                     LIFE INCOME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

       Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

                 PAYMENTS GUARANTEED FOR A STATED PERIOD OF MONTHS

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------
   ADJUSTED
    AGE OF
   ANNUITANT          NONE           60          120        180       240
- --------------------------------------------------------------------------
      <S>              <C>          <C>        <C>        <C>        <C>
      50               $5.26        $5.25      $5.22      $5.17      $5.11
      51                5.33         5.32       5.28       5.23       5.15
      52                5.40         5.38       5.34       5.29       5.20
      53                5.47         5.45       5.41       5.35       5.26
      54                5.54         5.53       5.48       5.41       5.31

      55                5.63         5.61       5.56       5.47       5.36
      56                5.71         5.69       5.63       5.54       5.42
      57                5.80         5.78       5.72       5.61       5.47
      58                5.90         5.88       5.81       5.69       5.53
      59                6.01         5.98       5.90       5.77       5.59

      60                6.12         6.09       6.00       5.85       5.65
      61                6.24         6.21       6.10       6.93       5.71
      62                6.37         6.33       6.21       6.02       5.77
      63                6.51         6.46       6.33       6.11       5.83
      64                6.66         6.60       6.45       6.20       5.89

      65                6.82         6.75       6.57       6.30       5.95
      66                6.99         6.91       6.71       6.39       6.01
      67                7.17         7.08       6.85       6.49       6.06
      68                7.36         7.27       6.99       6.59       6.12
      69                7.57         7.46       7.15       6.69       6.17

      70                7.80         7.67       7.30       6.78       6.21
      71                8.05         7.89       7.47       6.88       6.25
      72                8.31         8.13       7.64       6.97       6.29
      73                8.59         8.38       7.81       7.06       6.33
      74                8.90         8.64       7.99       7.15       6.36

      75                9.23         8.93       8.16       7.23       6.38
- --------------------------------------------------------------------------
</TABLE>

Rates are based on mortality from 1983 Table a.  The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       32

<PAGE>

                                    OPTION 4

                           LIFE INCOME FOR TWO PAYEES

              AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
               AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

     Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
     ADJUSTED AGES
- -------------------------
                 SECOND
ANNUITANT       ANNUITANT     OPTION 4A    OPTION 4B     OPTION 4C    OPTION 4D    OPTION 4E
- -------------------------------------------------------------------------------------------
   <S>             <C>          <C>          <C>            <C>          <C>         <C>
   55              50           $4.88        $5.26          $5.48        $4.88       $5.23
   55              55            5.04         5.44           5.66         5.04        5.32
   55              60            5.15         5.63           5.91         5.14        5.38

   60              55            5.15         5.63           5.91         5.14        5.59
   60              60            5.37         5.87           6.16         5.37        5.72
   60              65            5.52         6.14           6.51         5.51        5.80

   65              60            5.52         6.14           6.51         5.51        6.10
   65              65            5.83         6.49           6.87         5.82        6.29
   65              70            6.04         6.84           7.34         6.00        6.41

   70              65            6.04         6.84           7.34         6.00        6.81
   70              70            6.49         7.35           7.87         6.44        7.08
   70              75            6.77         7.84           8.51         6.68        7.25

   75              70            6.77         7.84           8.51         6.68        7.81
   75              75            7.45         8.60           9.33         7.27        8.25
   75              80            7.86         9.28          10.20         7.57        8.49
- -------------------------------------------------------------------------------------------
</TABLE>

Rates are based on mortality from 1983 Table a.  The rates do not differ by sex.
   Rates for ages not shown will be provided on request and will be computed
             on a basis consistent with the rates in the above tables.

                                       33

<PAGE>

                    Aetna Life Insurance and Annuity Company

                                  ENDORSEMENT

The Contract and the Certificate are hereby endorsed to amend and restate
SECTION 1.11 entitled Funds with the following statement.

    The open-end registered management investment companies (mutual funds) 
    made available by Aetna under this Contract.  These Funds currently are:

- - Aetna Variable Fund -- a growth and income fund;
- - Aetna Income Shares -- a bond fund;
- - Aetna Variable Encore Fund -- a money market fund;
- - Aetna Investment Advisers Fund, Inc. -- a managed fund;
  Alger American Fund -- Alger American Small Capitalization Portfolio ("Alger
- - American Small Cap Portfolio") -- a small cap fund;
  Calvert Socially Responsible Series -- a socially responsible fund;
- - Franklin Government Securities Trust -- a government bond fund;
- - Janus Aspan Series -- Aggressive Growth Portfolio -- an aggressive growth 
  fund;
- - Lexington Emerging Markets Fund, Inc. -- an emerging markets fund;
- - Lexington Natural Resources Trust -- a natural resources fund;
- - Neuberger & Berman Advisers Management Trust (Growth Portfolio) -- a
  growth fund;
- - Scudder Variable Life Investment Fund International Portfolio -- an
  international fund;
- - TCI Portfolios, Inc., (TCI Growth) -- a growth fund.

Additional information regarding these Fund(s) is available in each Fund 
prospectus.

Endorsed and made a part of the Contract and the Certificate effective 
July 22, 1994.


                                      /s/  Dan Kearney
                                      -----------------
                                      PRESIDENT
                                      AETNA LIFE INSURANCE AND ANNUITY COMPANY


<PAGE>
                                  [logo]
     

                  AETNA LIFE INSURANCE AND ANNUITY COMPANY
                    HOME OFFICE:  151 Farmington Avenue
                       Hartford, Connecticut  06156
                             (800) 525-4225


                Group Variable, Fixed, or Combination Contract
                             Nonparticipating

<PAGE>

                  AETNA LIFE INSURANCE AND ANNUITY COMPANY

                               ENDORSEMENT


The Contract and the Certificate are hereby endorsed to amend SECTION 1.11
entitled FUND(S) to read as follows.

      The open-end registered management investment companies (mutual 
      funds) made available by Aetna under this Contract.  These Funds 
      currently are:

- - Aetna Variable Fund
- - Aetna Income Shares
- - Aetna Variable Encore Fund
- - Aetna Investment Advisers Fund, Inc.
- - Alger American Fund - Alger American Growth Portfolio
- - Alger American Fund - Alger American Small Capitalization Portfolio
- - Calvert Responsibly Invested Balanced Portfolio
- - Fidelity Investments Variable Insurance Products Fund II - Asset Manager
  Portfolio
- - Fidelity Investments Variable Insurance Products Fund II - Contrafund
  Portfolio
- - Fidelity Investments Variable Insurance Products Fund II - Index 500
  Portfolio
- - Fidelity Investments Variable Insurance Portfolio Fund - Equity- Income
  Portfolio
- - Franklin Government Securities Trust
- - Janus Aspen Series - Aggressive Growth Portfolio
- - Janus Aspen Series - Growth Portfolio
- - Janus Aspen Series - Short-Term Bond Portfolio
- - Janus Aspen Series - Worldwide Growth Portfolio
- - Lexington Emerging Markets Fund, Inc.
- - Lexington Natural Resources Trust
- - Neuberger & Berman Advisers Management Trust - Growth Portfolio
- - Scudder Variable Life Investment Fund - International Portfolio
- - TCI Portfolios, Inc. - TCI Growth

Additional information regarding these Funds is available in each Fund
prospectus.

Endorsed and made part of the Contract and the Certificate effective September
1, 1995.



                                    /s/ Dan Kearney
                                    -----------------------------
                                    President
                                    Aetna Life Insurance and Annuity Company


ESUNYAD2-95


<PAGE>

                    ------------------------------------------------------------
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY
[logo]              HOME OFFICE:  151 Farmington Avenue 
                    Hartford, Connecticut  06156
                    (800) 525-4225

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


SPECIFICATIONS
- --------------------------------------------------------------------------------
Plan
  SUNY OPTIONAL RETIREMENT PROGRAM
- --------------------------------------------------------------------------------
Type of Plan
  OPTIONAL RETIREMENT PROGRAM SUBJECT TO 401
- --------------------------------------------------------------------------------
Contract Holder
  STATE UNIVERSITY OF NEW YORK (SUNY)
- --------------------------------------------------------------------------------
Contract No.
  SPECIMEN
- --------------------------------------------------------------------------------
Effective Date
  MARCH 1, 1994
- --------------------------------------------------------------------------------
This Contract is Delivered in    YOUR STATE   and is Subject to the Laws of that
Jurisdiction

THE VARIABLE FEATURES OF THE GROUP CONTRACT ARE DESCRIBED IN PARTS III AND IV.

RIGHT TO CANCEL
- --------------------------------------------------------------------------------
The Contract Holder may cancel this Contract within 10 days of receiving it by
returning this Contract along with a written notice to Aetna at the above
address or to the agent from whom it was purchased.  Within 7 days after it
receives the notice of cancellation and this Contract at its Home Office, Aetna
will return the entire consideration paid plus any increase or minus any
decrease in the current value of any funds allocated to the Separate Account as
of the date this Contract is received by the agent or the date this Contract is
mailed to Aetna.

This page, the following pages, and the application make up the entire Contract.

Signed at the Home Office on the Effective Date.

               /s/ Dan Kearney                 /s/ Lucille M. Nickerson

                 President                            Secretary
             Group Variable, Fixed, or Combination Annuity Contract
                             Nonparticipating
ALL PAYMENTS AND VALUES PROVIDED BY THE GROUP CONTRACT, WHEN BASED ON INVESTMENT
EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT.  THIS CONTRACT CONTAINS A MARKET VALUE ADJUSTMENT FORMULA.
APPLICATION OF A MARKET VALUE ADJUSTMENT MAY RESULT IN EITHER AN INCREASE OR
DECREASE IN THE CURRENT VALUE.  THE MARKET VALUE ADJUSTMENT FORMULA DOES NOT
APPLY TO A GUARANTEED TERM AT THE TIME OF ITS MATURITY.

G-CDA-IB(XC/SM)

<PAGE>


SPECIFICATIONS
- --------------------------------------------------------------------------------
GUARANTEED          There is a guaranteed interest rate for Purchase Payment(s)
INTEREST RATE       held in the Fixed Account (See 1.14) and the GA Account
                    (See 1.15).
- --------------------------------------------------------------------------------
DEDUCTIONS FROM     There will be deductions for mortality and expense risks and
THE SEPARATE        administrative fees.  (See 3.04 and 4.07.)
ACCOUNT
- --------------------------------------------------------------------------------
DEDUCTION FROM      Purchase Payment(s) are subject to a deduction for premium
PURCHASE            taxes, if any. (See 3.01.)
PAYMENT(S)


If Variable Annuity payments are not to decrease, Aetna must earn a gross return
on the assets of the Separate Account of:

- - 4.75% on an annual basis plus an annual return of up to 0.25% to offset the
  administrative charge set at the time Annuity payments commence if an Assumed
  Annual Net Return Rate of 3.5% is chosen; or

- - 6.25% on an annual basis plus an annual return of up to 0.25% to offset the
  administrative charge set at the time Annuity payments commence if an Assumed
  Annual Net Return Rate of 5% is chosen.

This Contract is a legal contract and constitutes the entire legal relationship
between Aetna and the Contract Holder.

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


                                       2

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                               TABLE OF CONTENTS

I. GENERAL DEFINITIONS
- --------------------------------------------------------------------------------
                                                                            Page
1.01 Adjusted Current Value. . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.02 Annuitant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.03 Annuity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.04 Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.05 Contract. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.06 Contract Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.07 Current Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.08 Deposit Period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.09 Fixed Plus Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.10 Fixed Annuity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.11 Fund(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.12 General Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.13 Guaranteed Accumulation Account (GA Account). . . . . . . . . . . . . . . 7
1.14 Guaranteed Interest Rate - Fixed Plus Account . . . . . . . . . . . . . . 7
1.15 Guaranteed Rates - GA Account . . . . . . . . . . . . . . . . . . . . . . 7
1.16 Guaranteed Term (Term). . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.17 Guaranteed Term Classifications . . . . . . . . . . . . . . . . . . . . . 8
1.18 Market Value Adjustment (MVA) . . . . . . . . . . . . . . . . . . . . . . 8
1.19 Matured Term Value. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.20 Matured Term Value Transfer . . . . . . . . . . . . . . . . . . . . . . . 8
1.21 Maturity Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.22 Net Purchase Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.23 Nonunitized Separate Account. . . . . . . . . . . . . . . . . . . . . . . 8
1.24 Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.25 Plan Administrator. . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.26 Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.27 Purchase Payment(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.28 Reinvestment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.29 Separate Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.30 Surrender Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.31 Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10

                                       3
<PAGE>


1.32 Valuation Period (Period) . . . . . . . . . . . . . . . . . . . . . . . .10
1.33 Variable Annuity. . . . . . . . . . . . . . . . . . . . . . . . . . . . .10

II.  GENERAL PROVISIONS
- --------------------------------------------------------------------------------
2.01 Change of Contract. . . . . . . . . . . . . . . . . . . . . . . . . . . .10
2.02 Change of Fund(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
2.03 Nonparticipating Contract . . . . . . . . . . . . . . . . . . . . . . . .11
2.04 Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
2.05 State Laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
2.06 Control of Contract . . . . . . . . . . . . . . . . . . . . . . . . . . .11
2.07 Designation of Beneficiary. . . . . . . . . . . . . . . . . . . . . . . .12
2.08 Misstatements and Adjustments . . . . . . . . . . . . . . . . . . . . . .12
2.09 Incontestability. . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
2.10 Grace Period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
2.11 Individual Certificates . . . . . . . . . . . . . . . . . . . . . . . . .12

III. PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS
- --------------------------------------------------------------------------------
3.01 Net Purchase Payment(s) . . . . . . . . . . . . . . . . . . . . . . . . .12
3.02 Individual Account(s) . . . . . . . . . . . . . . . . . . . . . . . . . .13
3.03 Fund Record Units - Separate Account. . . . . . . . . . . . . . . . . . .13
3.04 Net Return Factor(s) - Separate Account . . . . . . . . . . . . . . . . .13
3.05 Fund Record Unit Value - Separate Account . . . . . . . . . . . . . . . .14
3.06 Market Value Adjustment . . . . . . . . . . . . . . . . . . . . . . . . .14
3.07 Transfer of Current Value from the Funds or GA Account. . . . . . . . . .16
3.08 Transfer of Current Value from the Fixed Plus Account . . . . . . . . . .16
3.09 Notice to the Participant . . . . . . . . . . . . . . . . . . . . . . . .16
3.10 Timing and Manner of Distributions. . . . . . . . . . . . . . . . . . . .17
3.11 Sum Payable at Death (Before Annuity Payments Start). . . . . . . . . . .17
3.12 Surrender Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
3.13 Payment of Surrender Value. . . . . . . . . . . . . . . . . . . . . . . .18
3.14 Alternative Payment of Surrender Value. . . . . . . . . . . . . . . . . .19
3.15 Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19

                                       4

<PAGE>

IV. ANNUITY PROVISIONS
- --------------------------------------------------------------------------------
4.01 Choices to be Made. . . . . . . . . . . . . . . . . . . . . . . . . . . .20
4.02 Terms of Annuity Options. . . . . . . . . . . . . . . . . . . . . . . . .20
4.03 Annuity Payments to Participant . . . . . . . . . . . . . . . . . . . . .21
4.04 Death of Annuitant. . . . . . . . . . . . . . . . . . . . . . . . . . . .21
4.05 Fund(s) Annuity Units - Separate Account. . . . . . . . . . . . . . . . .21
4.06 Fund(s) Annuity Unit Value - Separate Account . . . . . . . . . . . . . .22
4.07 Annuity Net Return Factor(s) - Separate Account . . . . . . . . . . . . .22
4.08 Annuity Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23











                                       5
<PAGE>

I. GENERAL DEFINITIONS
- ------------------------------------------------------------------------------
1.01 ADJUSTED CURRENT VALUE:     The Current Value of an Individual Account 
                                 plus or minus any aggregate GA Account MVA, 
                                 if applicable.  (See 1.18)

1.02 ANNUITANT:                  A person whose life is measured for purposes 
                                 of the duration of Annuity payments under 
                                 this Contract.

1.03 ANNUITY:                    Payment of an income:

                                 (a)  For the life of one or two persons;
                                 (b)  For a stated period; or
                                 (c)  For some combination of (a) and (b).

1.04 CERTIFICATE:                The document evidencing a Participant's right
                                 to payment(s) under this Contract.  The 
                                 Certificate shall be issued to and become 
                                 the property of the Participant.  The 
                                 State University of New York (SUNY) shall not
                                 be a party to the Certificate.

1.05 CONTRACT:                   This agreement between Aetna and the Contract 
                                 Holder.

1.06 CONTRACT HOLDER:            The trustee of a multiple employer trust 
                                 approved by Aetna to apply for and own the 
                                 Contract as authorized by SUNY.  The entity 
                                 to which the Contract is issued.

1.07 CURRENT VALUE:              The sum of all Net Purchase Payments to a 
                                 Participant's Individual Accounts, plus 
                                 any interest added to the portion allocated 
                                 to the Fixed Plus Account; plus any interest 
                                 added to the portion allocated to the GA
                                 Account; and plus or minus the investment 
                                 experience of the portion allocated to the 
                                 Funds since deposit; less any amounts 
                                 surrendered and any amounts applied to an
                                 Annuity as of the most recent Valuation Period.

1.08 DEPOSIT PERIOD:             A calendar month, a calendar quarter, or any 
                                 other period of time specified by Aetna 
                                 during which Net Purchase Payment(s) and 
                                 Transfers are accepted into the GA Account 
                                 for one or more Guaranteed Terms.

1.09 FIXED PLUS ACCOUNT:         An accumulation option with a guaranteed 
                                 minimum interest rate.  Aetna may credit a 
                                 higher rate which is not guaranteed.  The 
                                 portion that may be surrendered or transferred
                                 in a 12 month period is restricted. 

1.10 FIXED ANNUITY:              An Annuity with payments which do not vary 
                                 in amount.

1.11 FUND(S):                    The open-end registered management investment 
                                 companies (mutual funds) made available by 
                                 Aetna under this Contract.  These Funds 
                                 currently are: 

                                 - Aetna Variable Fund - a growth and income 
                                   fund;

                                 - Aetna Income Shares - a bond fund;

                                 - Aetna Variable Encore Fund - a money 
                                   market fund;

                                 - Aetna Investment Advisers Fund, Inc. - a 
                                   managed fund;

                                       6
<PAGE>

1.11 FUND(S) (CONT'D):           - Franklin Government Securities Trust - 
                                   a government bond fund;

                                 - Neuberger & Berman Advisers Management 
                                   Trust (Growth Portfolio) - a growth fund;

                                 - Lexington Natural Resources Trust - a 
                                   natural resources fund;

                                 - Calvert Socially Responsible Series - 
                                   a socially responsible fund;

                                 - Scudder Variable Life Investment Fund
                                   (International Portfolio) - an international
                                   fund;

                                 - TCI Portfolios, Inc., (TCI Growth) - a 
                                   growth fund.

                                 - The Alger American Fund, (Alger American 
                                   Small Capitalization Portfolio) - a small 
                                   cap fund.

                                 Additional information regarding these Funds 
                                 is available in each Fund prospectus.

1.12 GENERAL ACCOUNT:            The Account holding the assets of Aetna, other 
                                 than those assets held in Aetna's Separate 
                                 Account(s) and the Nonunitized Separate 
                                 Account(s).

1.13 GUARANTEED ACCUMULATION     An accumulation option where Aetna guarantees 
     ACCOUNT (GA ACCOUNT):       a stipulated rateof interest for a specified 
                                 period of time.  All assets of Aetna, 
                                 including amounts in the Nonunitized Separate 
                                 Account, are available to meet the guarantees
                                 under the GA Account.

1.14 GUARANTEED INTEREST RATE -  On any Purchase Payment(s) made to the Fixed 
     FIXED PLUS ACCOUNT:         Plus Account. Aetna will add interest daily at 
                                 an annual rate no less than 3%.  Aetna may 
                                 add interest daily at a higher rate as 
                                 determined by its Board of Directors.  
                                 Beginning on the tenth anniversary of the 
                                 effective date of an Individual Account, on 
                                 and after February 1, 1994, Aetna will credit
                                 amounts held in the Fixed Plus Account with 
                                 an interest rate that is .25% higher than
                                 the then-declared interest rate for the Fixed
                                 Plus Account for Individual Accounts before 
                                 the tenth anniversary.  This additional 
                                 interest rate reflects a reduction in the 
                                 interest rate holdback margin for profit and 
                                 expenses.

1.15 GUARANTEED RATES - GA       Aetna will declare all interest rate(s) 
     ACCOUNT:                    applicable to a specific Term at the start of 
                                 the Deposit Period for that Term. These rate(s)
                                 are guaranteed by Aetna for that Deposit 
                                 Period and the ensuing Term and are not based 
                                 on the actual investment experience of the 
                                 underlying assets in the GA Account.  The 
                                 Guaranteed Rates are annual effective yields.
                                 The interest is credited daily at a rate that 
                                 will produce the guaranteed annual effective
                                 yield over the period of a year.  No annual 
                                 rate will ever be less than 3%.

                                 For Guaranteed Terms of one year or less, one
                                 Guaranteed Rate is credited for the full 
                                 Guaranteed Term.  For longer Guaranteed Terms,
                                 an initial Guaranteed Rate is credited from 
                                 the date of deposit to the end of a specified 
                                 period within the Guaranteed 

                                       7

<PAGE>

1.15 GUARANTEED RATES - GA       Term.  There may be different Guaranteed 
     ACCOUNT (CONT'D):           Rate(s) declared for subsequent specified time 
                                 intervals throughout the Guaranteed Term.  
                                 The rate(s) will be set and announced prior 
                                 to the Deposit Period for that Term.

1.16 GUARANTEED TERM (TERM):     The period of time for which interest rates 
                                 are guaranteed on Net Purchase Payment(s) and 
                                 on Transfers made into a Deposit Period of 
                                 the GA Account.  Terms are offered at Aetna's
                                 discretion for various lengths of time ranging 
                                 up to and including ten years.

1.17 GUARANTEED TERM             The grouping of Terms according to their time
     CLASSIFICATIONS:            to maturity.  The following are the 
                                 Classifications:

                                 (1)  Short-Term:  Terms of up to and including
                                      3 years.  All amounts under Short-Term
                                      Classifications are made to the General 
                                      Account; or

                                 (2)  Long-Term:  Terms of greater than 3 years 
                                      and up to and including 10 years.  All
                                      amounts under Long-Term Classifications 
                                      are made to a Nonunitized Separate 
                                      Account.

                                 During a Deposit Period, Aetna may make 
                                 available one or more Terms within a 
                                 Classification.  The Participant has the 
                                 option to allocate Net Purchase Payment(s) and
                                 Transfers into any or all of the available 
                                 Deposit Period Terms.  If no specific 
                                 direction is given, Net Purchase Payment(s) 
                                 and Transfers will go into available Terms 
                                 on a pro rata basis within the 
                                 Classification(s) previously chosen by the 
                                 Participant. At least one Term in the 
                                 Short-Term Classification will be available 
                                 each Deposit Period.

1.18 MARKET VALUE ADJUSTMENT     An adjustment to the amount withdrawn or 
     (MVA):                      transferred from a GA Account Term prior to 
                                 the end of that Term.  The adjustment reflects
                                 the change in the value of the investment 
                                 due to changes in interest rates since the
                                 date of deposit and is computed using the 
                                 formula given in 3.06.  The adjustment is 
                                 expressed as a percentage of each dollar 
                                 being withdrawn. 

1.19 MATURED TERM VALUE:         The amount payable on a GA Account Term's 
                                 Maturity Date.

1.20 MATURED TERM VALUE          During the calendar month following a GA 
     TRANSFER:                   Account Maturity Date, the Participant may 
                                 notify the Aetna Processing Office in writing 
                                 to transfer or surrender all or part of the 
                                 Matured Term Value, plus interest at the new
                                 Guaranteed Rate accrued thereon, from the GA 
                                 Account without an MVA.  This provision only 
                                 applies to the first such written request 
                                 received from the Participant during this 
                                 period for any Matured Term Value.

1.21 MATURITY DATE:              The last day of a GA Account Term.

1.22 NET PURCHASE PAYMENT:       The Purchase Payment less premium taxes, as 
                                 applicable.

1.23 NONUNITIZED SEPARATE        An Account set up by Aetna under Title 38, 
     ACCOUNT:                    Section 38a-433 of the Connecticut General 
                                 Statutes that holds assets for GA Account 
                                 Terms greater than three years.  There are 
                                 no discrete units for this Account.  The
                                 Participant does not participate in the 


                                       8

<PAGE>


1.23 NONUNITIZED SEPARATE        investment gain or loss from the assets held
     ACCOUNT (CONT'D):           in the Nonunitized Separate Account.  Such 
                                 gain or loss is borne entirely by Aetna.  
                                 These assets may be chargeable with 
                                 liabilities arising out of any other business 
                                 of Aetna.

1.24 PARTICIPANT:                A person who participates in the Plan named 
                                 on the cover of this Contract.

1.25 PLAN ADMINISTRATOR:         The individual or entity designated under 
                                 the terms of the SUNY Defined Contribution 
                                 Retirement Plan.

1.26 PROGRAM:                    The 403(b) optional retirement program which 
                                 was the predecessor program to the SUNY 
                                 Defined Contribution Plan.

1.27 PURCHASE PAYMENT(S):        Payment(s) received by Aetna at the Aetna 
                                 Processing Office as a rollover or transfer 
                                 of 403(b) funds from another investment
                                 provider under the SUNY optional retirement 
                                 program.

1.28 REINVESTMENT:               The Participant will be mailed a notice at 
                                 least 18 calendar days before a Term's 
                                 Maturity Date.  This notice will contain the
                                 current Deposit Period's Guaranteed Rate(s), 
                                 Term(s) and projected Matured Term Value.  
                                 If no specific direction is given by the
                                 Participant prior to the Maturity Date, each 
                                 Matured Term Value will be reinvested in a 
                                 Term of the same duration.  If a Term of the 
                                 same duration is unavailable, each Matured 
                                 Term Value will automatically be reinvested 
                                 in the current Deposit Period for the next 
                                 shortest Term available in the same 
                                 Classification.  If, however, only one Term is
                                 available within the Classification, then the 
                                 Matured Term Value will automatically be 
                                 reinvested in that Term.  A confirmation 
                                 statement will be mailed to the Participant 
                                 the next business day after the Maturity Date.
                                 This notice will state the Term and Guaranteed
                                 Rate(s) which will apply to the reinvested 
                                 Matured Term Value.

1.29 SEPARATE ACCOUNT:           Variable Annuity Account C is a Separate 
                                 Account set up by Aetna Under the Connecticut 
                                 Insurance Laws and subject to the Laws of 
                                 New York.  It is an account that buys and 
                                 holds shares of the Fund(s).  Income, gains or
                                 losses, realized or unrealized are credited 
                                 or charged to the Separate Account without 
                                 regard to other income, gains or losses of 
                                 Aetna.  Aetna owns the assets held in the 
                                 Separate Account and is not a trustee as to 
                                 such amounts.  This Separate Account generally
                                 is not guaranteed and is held at market value.
                                 The assets of the Separate Account, to the 
                                 extent of reserves and other contract 
                                 liabilities of the Account, shall not be 
                                 charged with other Aetna liabilities.

1.30 SURRENDER VALUE:            The amount payable by Aetna upon the surrender 
                                 of any portion of an Individual Account.

                                       9

<PAGE>

1.31 TRANSFERS:                  The movement of invested amounts among the 
                                 available Fund(s); the Fixed Plus Account and 
                                 the GA Account under this Contract during the 
                                 accumulation period.

1.32 VALUATION PERIOD (PERIOD):  The period as of 4:15 p.m. Eastern time on 
                                 each day the New York Stock Exchange is open 
                                 for business to 4:15 p.m. Eastern time of the
                                 next such business day, or such other day that
                                 one or more of the Fund(s) determines its net 
                                 asset value.

1.33 VARIABLE ANNUITY:           An Annuity with payments that vary with the 
                                 net investment results of a Separate Account.

II.  GENERAL PROVISIONS
- -------------------------------------------------------------------------------

2.01 CHANGE OF CONTRACT:         Except as provided below, only an authorized
                                 officer of Aetna may change the terms of the
                                 Contract by notifying the Contract Holder, in
                                 writing, at least 30 days before the effective
                                 date of the change. Any change will not 
                                 affect the amount or terms of any Annuity 
                                 which begins before the change. 

                                 Aetna may make a change that affects the 
                                 GA Account Market Value Adjustment (3.06) 
                                 with at least 30 days' advance written 
                                 notice to the Contract Holder.  Any such 
                                 change shall become effective for any present
                                 or future Participant.

                                 Any change that affects the following 
                                 provisions of this Contract will not apply 
                                 to Individual Accounts in existence before the
                                 effective date of the change: 

                                 (a)  Net Purchase Payment(s) (1.22)
                                 (b)  GA Account Guaranteed Rate (1.15)
                                 (c)  Fixed Plus Account Guaranteed Rate (1.14)
                                 (d)  Net Return Factor(s) -- Separate Account 
                                      (3.04)
                                 (e)  Current Value (1.07)
                                 (f)  Surrender Value (1.30)
                                 (g)  Fund(s) Annuity Unit Value -- Separate 
                                      Account (4.06)
                                 (h)  Annuity Options (4.08)
                                 (i)  Fixed Annuity Interest Rates (4.01)
                                 (j)  Maximum Transfer Fee (3.07)

                                 Any change that affects the Annuity options and
                                 the tables for the options can be made:

                                 (1)  No earlier than 12 months after the 
                                      effective date of this Contract; and
                                 (2)  No earlier than 12 months after the 
                                      effective date of any such prior change.

                                 New Participants covered under this Contract 
                                 on or after the effective date of any change 
                                 will be subject to the change.  If the 
                                 Contract Holder does not agree to any change 
                                 under this provision, no new Participants
                                 will be covered under this Contract.  Aetna 
                                 will continue to accept Purchase Payments for 
                                 the Participants covered under this Contract 
                                 before the change.  This Contract may also 
                                 be changed as required by federal or state 
                                 law.

                                      10
<PAGE>

2.02 CHANGE OF FUND(S):          Aetna, or the Separate Account may:

                                 (a)  Change the Fund(s) which may be invested
                                      in by the Separate Account; and
                                 (b)  Replace the shares of any Fund(s) held in
                                      the Separate Account with shares of
                                      any other Fund(s).

                                 Changes must be:

                                 (a)  Approved by a majority vote in the 
                                      Separate Account with respect to the 
                                      Fund(s) whose shares are to be replaced;
                                 (b)  Deemed necessary by Aetna under the 
                                      Investment Company Act of 1940; or
                                 (c)  Deemed necessary by Aetna to accomplish
                                      the purpose of the Separate Account.

                                 Aetna will notify the Contract Holder of any
                                 change.

2.03 NONPARTICIPATING CONTRACT:  Participants or their beneficiaries will not 
                                 have a right to share in the earnings of Aetna.

2.04 PAYMENTS:                   Aetna will make Annuity payments as and when 
                                 due. Aetna will determine other payments 
                                 and/or elections as of the end of the 
                                 Valuation Period in which the request is 
                                 received at the Aetna Processing Office. Such
                                 payments will be made within 7 calendar days 
                                 of receipt at the Aetna Processing Office of 
                                 a written claim for payment which is in good 
                                 order, except as provided in 3.13.

2.05 STATE LAWS:                 This Contract complies with the laws of the 
                                 State of New York.  Any Surrender Value, 
                                 death benefit or Annuity payments are equal 
                                 to or greater than the minimum required by such
                                 laws.  Annuity tables for legal reserve 
                                 valuation shall be as required by state law.
                                 Such tables may be different from Annuity
                                 tables used to determine Annuity payments.

2.06 CONTROL OF CONTRACT:        This Contract is designed to accept rollovers 
                                 or transfers of 403(b) funds contributed to a
                                 governmental plan which provided for 
                                 retirement income that is not subject to 
                                 Title I of the Employee Retirement Income 
                                 Security Act of 1974 (ERISA), as amended by
                                 subsequent law including REA. The 403(b) 
                                 funds must be rolled over or transferred 
                                 from another investment provider under 
                                 the SUNY optional retirement program.

                                 Participants may select the investment 
                                 option(s) for the Employer Account and/or the
                                 Employee Account. Choices made under this 
                                 Contract must be in writing or in a form 
                                 satisfactory to Aetna.  Until receipt of such
                                 choices in the Aetna Processing Office, Aetna 
                                 may rely on any previous choices made.  The 
                                 Participant mays direct Aetna to make an 
                                 in-service transfer to another investment 
                                 provider under the SUNY optional retirement
                                 program, pursuant to IRS Revenue Ruling 90-24.
                                 Checks for in-service transfers will be made 
                                 payable only to the acquiring investment 
                                 provider.

                                 (a)  Nontransferable and Nonassignable:  This 
                                      Contract and any Individual Accounts are 
                                      nontransferable and nonassignable, except 
                                      pursuant to a ""qualified domestic 
                                      relations order'' as set forth under the 
                                      Internal Revenue Code of 1986, as it may 
                                      be amended from time to time.

                                 (b)  Distributions:  A Participant may apply 
                                      for a distribution from his or her
                                      Employee and/or Employer Account. However,
                                      the Plan Administrator must certify in 
                                      writing that the distribution is in 
                                      accordance with the terms of the Program.

                                      11

<PAGE>

2.06 CONTROL OF CONTRACT:        (c)  Participant Rights/Employee Account: The
     (CONT'D):                        Participant has a nonforfeitable right 
                                      to the value of his or her Employee 
                                      Account pursuant to the terms of the 
                                      Program as interpreted by the Plan 
                                      Administrator.

                                 (d)  Participant Rights/Employer Account: The
                                      Participant has a nonforfeitable right to
                                      the value of his or her Employer Account 
                                      pursuant to the terms of, and to the 
                                      extent of his or her vested percentage 
                                      under the Program, as interpreted by the
                                      Plan Administrator.

2.07 DESIGNATION OF              Each Participant shall name the beneficiary of
     BENEFICIARY:                his or her Employer and Employee Account. Upon
                                 the Participant's death, Aetna will pay any 
                                 portion of the Individual Account Current 
                                 Value to the beneficiary in any form permitted
                                 under the Contract and as elected by the
                                 beneficiary.

2.08 MISSTATEMENTS AND           If Aetna finds the age of any payee to be 
     ADJUSTMENTS:                misstated, the correct facts will be used to 
                                 adjust payments.

2.09 INCONTESTABILITY:           Aetna cannot cancel this Contract because of 
                                 any error of fact on the application.

2.10 GRACE PERIOD:               This Contract will remain in effect even if 
                                 Purchase Payments are not continued.

2.11 INDIVIDUAL CERTIFICATES:    Aetna shall issue Certificates to the 
                                 Participants as required under the New York 
                                 Insurance Laws. The Certificate will summarize
                                 certain provisions of the Contract. 
                                 Certificates are for information only and are
                                 not a part of the Contract.

III. PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS
- -------------------------------------------------------------------------------

3.01 NET PURCHASE PAYMENT(S):    This amount is the actual Purchase Payment 
                                 less any premium tax.  As a rule, Aetna will
                                 deduct the premium tax when Annuity benefits
                                 are purchased (see Part IV).  If Aetna 
                                 determines that a premium tax is due when 
                                 Purchase Payments are received or at any 
                                 other time, it will deduct the tax at that
                                 time.

                                 The Net Purchase Payment(s) may be credited 
                                 among:

                                 (a)  The Fixed Plus Account; and
                                 (b)  The GA Account; and
                                 (c)  The Fund(s) in which the Separate Account 
                                      invests.

                                 Aetna must be told the allocation percentage to
                                 be applied to the Fixed Plus Account, the 
                                 current Deposit Period for each of the 
                                 available Terms in the GA Account and/or each 
                                 Fund.


                                      12

<PAGE>

3.01 NET PURCHASE PAYMENT(S):    The Participant may change the allocation of 
     (CONT'D):                   future Net Purchase Payment(s) at any time, 
                                 without charge.

3.02 INDIVIDUAL ACCOUNT(S):      This Contract is issued to the Contract Holder.
                                 However, Aetna will maintain two Individual 
                                 Accounts for each Participant.  These are:

                                 (a)  An Employer Account:  This Individual 
                                      Account will be credited with the Net 
                                      Purchase Payment(s) attributable to a 
                                      rollover or transfer of employer 
                                      contributions; and

                                 (b)  An Employee Account:  This Individual 
                                      Account will be credited with the Net
                                      Purchase Payment(s) attributable to a 
                                      rollover or transfer of after-tax 
                                      employee contributions.  This Contract
                                      does not allow Net Purchase Payment(s)
                                      attributable to a rollover or transfer
                                      of salary reduction contributions.

3.03 FUND RECORD UNITS --        The portion of the Net Purchase Payment(s) 
     SEPARATE ACCOUNT:           applied to the Separate Account will determine
                                 the number of each Fund's Record Units.  This
                                 number is equal to the Net Purchase Payment 
                                 applied to the Fund divided by the Fund Record
                                 Unit Value (see 3.05) for the Valuation Period 
                                 in which the Purchase Payment is received in 
                                 good order.

3.04 NET RETURN FACTOR(S) --     The Net Return Factors are used to compute all
     SEPARATE ACCOUNT:           Separate Account Values and payments for any
                                 Fund.

                                 The Net Return Factor for each Fund is equal to
                                 1.0000000 plus the Net Return Rate.

                                 The Net Return Rate is equal to:

                                 (a)  The sum of:

                                      (i)   The value of the shares of the Fund
                                            held by the Separate Account at the
                                            end of a Valuation Period; minus

                                      (ii)  The value of the shares of the Fund
                                            held by the Separate Account at the
                                            start of the Valuation Period; plus
                                            or minus

                                      (iii) Taxes (or reserves for taxes) on the
                                            Separate Account (if any); 

                                 (b)  Divided by the total value of the Fund 
                                      Record Units and Fund Annuity Units of
                                      the Separate Account at the start of the
                                      Valuation Period;

                                 (c)  Minus a daily actuarial charge at an 
                                      annual rate of 1.25% for Annuity mortality
                                      and expense risks and profit and a daily
                                      administrative charge which will not
                                      exceed 0.25% on an annual basis.  The
                                      administrative charge may be changed
                                      annually except for amounts which have 
                                      been used to purchase an Annuity.

                                      13

<PAGE>


3.04 NET RETURN FACTOR(S) --     A Net Return Rate may be more or less than 0%.
     SEPARATE ACCOUNT:           
     (CONT'D):                   The value of a share of the Fund is equal to 
                                 the net assets of the Fund divided by the 
                                 number of shares outstanding.

3.05 FUND RECORD UNIT VALUE --   Each Fund's Record Unit Value is computed by
     SEPARATE ACCOUNT:           multiplying the Net Return Factor for the 
                                 current Valuation Period by the Fund's Record
                                 Unit Value for the previous Period. The dollar
                                 value of a Fund's Record Unit, Separate 
                                 Account assets, and Variable Annuity payments
                                 may go up or down due to investment gain 
                                 or loss.

3.06 MARKET VALUE ADJUSTMENT:    There will be an MVA for a withdrawal from 
                                 the GA Account before the end of a Term when
                                 the withdrawal is due to:

                                 (1)  A Transfer;
                                 (2)  A full or partial surrender; or 
                                 (3)  A payment of a premium for Annuity 
                                      Option 2.

                                 The MVA reflects the changes in market interest
                                  rates since the beginning of the Deposit 
                                 Period.  The market value adjustment amount 
                                 (the dollar amount of the MVA) can be positive
                                 or negative.  The total of all market value 
                                 adjustment amounts from every Guaranteed Term
                                 affected by the withdrawal is called the 
                                 aggregate market value adjustment amount 
                                 (aggregate MVA amount). This aggregate MVA 
                                 amount may be a positive or negative figure,
                                 and therefore, may increase or decrease the
                                 actual amount withdrawn from the GA Account
                                 to satisfy a withdrawal.

                                 The amount of the withdrawal will be adjusted
                                 to a market value amount as described below.

                                 The market value adjusted amount will be equal
                                 to the amount withdrawn multiplied by the 
                                 following ratio:

                                          X
                                         ---
                                         365

                                   (1 + i)
                                  ---------
                                          X
                                         ---
                                         365
                                   (1 + j)

                                 Where:

                                      i    is the Deposit Period Yield
                                      j    is the Current Yield
                                      x    is the number of days remaining,
                                           (computed from Wednesday of the week
                                           of withdrawal) in the Guaranteed 
                                           Term.

                                      14

<PAGE>

3.06 MARKET VALUE ADJUSTMENT     Each business day, the Wall Street Journal 
     (CONT'D):                   publishes the prices of all outstanding U.S. 
                                 Treasury issues.  In this display, Treasury 
                                 Notes are identified by the interest rate at 
                                 which they were issued and the month and year
                                 in which they mature.  The final figure shown 
                                 for a given Treasury issue is its yield to 
                                 maturity as of the preceding business day. 
                                 These yields determine the Current Yield and 
                                 the Deposit Period Yield in the market value 
                                 adjustment calculation.

                                 The Deposit Period Yield will be determined as 
                                 follows:

                                 (i)  At the close of the last business day of 
                                      each week of the Deposit Period, a yield 
                                      will be computed as the average of the 
                                      yields on that day of U.S. Treasury Notes 
                                      which mature in the last three months of 
                                      the Guaranteed Term.  (The average is 
                                      calculated by summing the yields of the 
                                      U.S. Treasury Notes included and dividing
                                      that sum by the number of U.S. Treasury
                                      Notes so included.)

                                 (ii) The Deposit Period Yield is the average 
                                      of those yields for the Deposit Period.
                                      If withdrawal is made prior to the close
                                      of the Deposit Period, it is the average
                                      of those yields on each week preceding
                                      withdrawal. (The average is calculated by
                                      summing the week by week yields included
                                      and dividing that sum by the number of 
                                      week by week yields so included.)

                                 The Current Yield is the average of the yields
                                 on the last business day of the week preceding
                                 withdrawal on the same U.S. Treasury Notes 
                                 included in the Deposit Period Yield.  (The 
                                 average is calculated by summing the yields 
                                 of the U.S. Treasury Notes included and
                                 dividing that sum by the number of U.S. 
                                 Treasury Notes so included.)

                                 In the event that no U.S. Treasury Notes 
                                 which mature in the last three months of the 
                                 Guaranteed Term exist, Aetna reserves the 
                                 right to use the U.S. Treasury Notes that 
                                 mature in a following quarter. 

                                 Full and partial surrenders as well as 
                                 Transfers made in connection with the Sum 
                                 Payable at Death provision (see 3.11), or 
                                 in connection with Disability as defined
                                 below, within six months of the date of the
                                 Participant's death or termination of 
                                 employment due to disability, will be the 
                                 greater of:

                                 (a)  The aggregate MVA amount which is the 
                                      sum of all market value adjusted amounts
                                      calculated due to a withdrawal of amounts
                                      (for surrender or Transfer) from Terms 
                                      prior to the end of those Terms.  The 
                                      aggregate MVA may be either positive or
                                      negative; or 

                                 (b)  The applicable portion of the Current 
                                      Value in the GA Account.

                                 After the six month period, the surrender or 
                                 Transfer will be the aggregate MVA amount 
                                 (i.e., including all MVAs).

                                      15
<PAGE>

3.06 MARKET VALUE ADJUSTMENT     "Disability", for purposes of this Section
     (CONT'D):                   means the inability to engage in any 
                                 substantial gainful activity by reason of
                                 any medically determinable physical or mental
                                 impairment which can be expected to result in 
                                 death or to be long-continued and indefinite 
                                 duration and can be expected to be for life.

                                 The greater of the aggregate MVA amount or the
                                 applicable portion of the Current Value in the
                                 GA Account is applied to amounts withdrawn 
                                 from the GA Account for payment of a premium 
                                 under Annuity Options 3 or 4.

3.07 TRANSFER OF CURRENT VALUE   Before an Annuity option is elected, all or 
     FROM THE FUNDS OR GA        any portion of the Adjusted Current Value may
     ACCOUNT:                    be transferred from any Fund or the GA Account
                                 to:

                                 (a)  Any other Fund;
                                 (b)  The Fixed Plus Account; or
                                 (c)  Any GA Account Term available in the 
                                      current Deposit Period.

                                 Amounts in a specific GA Account Term cannot
                                 be transferred to the Deposit Period of another
                                 Term within the same Classification except at 
                                 the Term's Maturity.  Amounts applied to 
                                 Classifications of the GA Account may not be 
                                 transferred to the Fund(s) or the Fixed Plus 
                                 Account during the Deposit Period or for 90
                                 days after the close of the Deposit Period.

                                 For each Individual Account, twelve Transfers 
                                 of the Adjusted Current Value (excluding 
                                 Transfers from the GA Account at the end of 
                                 a Guaranteed Term) can be made during a 
                                 calendar year period.  Should Aetna allow
                                 additional Transfers, each may be subject to 
                                 a fee of up to $10.

3.08 TRANSFER OF CURRENT VALUE   During each rolling 12 month period, before 
     FROM THE FIXED PLUS         an Annuity option is elected, up to 20% of 
     ACCOUNT:                    the Current Value in the Fixed Plus Account 
                                 may be transferred to one or more of the
                                 Fund(s) or to the GA Account's then-current 
                                 Deposit Period.  The 20% limit is reduced 
                                 by any partial surrender(s) or amount(s) 
                                 used to purchase an Annuity during the 
                                 12 month period.

                                 The Current Value of the Fixed Plus Account,
                                 as used above, is the value when the request 
                                 is received at the Aetna Processing Office.

3.09 NOTICE TO THE PARTICIPANT:  Aetna will notify the Participant each year 
                                 of:

                                 (a)  The value of any amounts held in:
                                      (1)  The Fixed Plus Account;
                                      (2)  The GA Account;
                                      (3)  The Fund(s) for the Separate 
                                           Account;
                                 (b)  The number of any Fund(s) Record Units;
                                 (c)  The Fund(s) Record Unit Value(s); and
                                 (d)  The Surrender Values of these amounts.

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


                                      16

<PAGE>

3.10 TIMING AND MANNER OF        Distribution of benefits to a Participant may 
     DISTRIBUTIONS:              be made in the form of an Annuity, as 
                                 described in 4.01.  In certain limited 
                                 circumstances, as permitted under the terms 
                                 of the Program, distribution may be made in a
                                 lump sum, as described in 3.12 and 3.13.  The 
                                 Participant may elect the form of 
                                 distribution subject to Plan Administrator
                                 certification in writing that the Participant 
                                 is eligible, both as to the timing and the 
                                 form of distribution.

                                 The distribution of benefits accrued after 
                                 December 31, 1986 must be made in a lump sum 
                                 or must 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. 

                                 During the calendar year in which the 
                                 Participant attains age 70 1/2, Aetna will 
                                 notify the Participant regarding the 
                                 distribution of benefits.  If the Participant
                                 does not request commencement of benefits
                                 as described above, Aetna will not be 
                                 responsible for compliance with the Code 
                                 Section 401(a)(9) minimum distribution 
                                 requirements and for any adverse tax 
                                 consequences that may result.

3.11 SUM PAYABLE AT DEATH        Aetna will pay any portion of the Individual
     (BEFORE ANNUITY PAYMENTS    Accounts Current Value to the beneficiary when:
     START):
                                 (a)  The Participant dies before Annuity 
                                      payments start; and
                                 (b)  The notice of death is received in 
                                      good order by Aetna.

                                 The sum payable will be the Current Value on 
                                 the date when the notice is received in good 
                                 order at the Aetna Processing Office.  The 
                                 amount paid from the Fixed Plus Account will 
                                 not be less than the Net Purchase Payment(s) 
                                 allocated to the Fixed Plus Account plus
                                 interest (less any prior Transfers, 
                                 surrenders, or amounts used to purchase 
                                 Annuity options).  The beneficiary may choose 
                                 to apply any sum under an Annuity option 
                                 (4.08), subject to any other terms and 
                                 conditions of this Contract, or to receive a 
                                 lump sum. 

                                 If the beneficiary of the death proceeds is 
                                 the Participant's surviving spouse, the first 
                                 Annuity payment or the lump sum payment is 
                                 not required to begin earlier than when the 
                                 Participant would have attained age 70 1/2 
                                 or such later date as may be allowed under 
                                 federal law or regulations. If the beneficiary 
                                 is not the surviving spouse, all of the 
                                 Current Value must either be applied to an 
                                 Annuity option within one year of the 
                                 Participant's death or be paid within 5 years 
                                 of the Participant's death (see Part IV).  If 
                                 no beneficiary exists, the payment will
                                 be made to the Participant's estate.

3.12 SURRENDER VALUE:            Except as otherwise provided in 3.13, a 
                                 Participant may request a partial or full 
                                 surrender from his or her Individual Accounts 
                                 as a Transfer to another investment provider 
                                 under the SUNY optional retirement program.
                                 In certain limited circumstances, as 
                                 permitted under the terms of the Program, 
                                 the Participant may elect a lump sum 
                                 distribution subject to Plan Administrator
                                 certification in 


                                      17

<PAGE>

3.12 SURRENDER VALUE             writing that the Participant is eligible, 
     (CONT'D):                   both as to the timing and the form of 
                                 distribution.  Written direction from the 
                                 Participant on a form acceptable to Aetna must
                                 be received in the Aetna Processing Office.

                                 Full and partial surrenders are satisfied by
                                 withdrawing amounts from each of the 
                                 investment options in which the Individual 
                                 Account is invested (the Fund(s), the 
                                 Fixed Plus Account, the GA Account Short-
                                 Term Classification and the GA Account 
                                 Long-Term Classification) on a pro rata 
                                 basis.  Terms within the GA Account 
                                 Short-Term and Long-Term Classifications 
                                 are considered as two separate investment 
                                 options.  Amounts will be removed within 
                                 a GA Account Classification starting with 
                                 the Term still in effect with the oldest
                                 Deposit Period.  However, the Participant 
                                 may specify a particular order in which 
                                 investment options will be liquidated in 
                                 order to satisfy a partial surrender
                                 request.

                                 Any amount that is withdrawn from the Fixed 
                                 Plus Account will be subject to the 
                                 limitations in 3.13.

3.13 PAYMENT OF SURRENDER        When Aetna receives a full surrender request,
     VALUE:                      no additional partial surrenders or Transfers
                                 from the Fixed Plus Account are permitted 
                                 during the payout period.  The Current Value 
                                 of the Fixed Plus Account will be paid in
                                 five annual payments of:

                                 (a)  One-fifth of the Current Value on the day 
                                      the request is received in good order at 
                                      Aetna's Processing Office, reduced by 
                                      any amount from the Fixed Plus account 
                                      transferred, surrendered or used to 
                                      purchase Annuity benefits during the 
                                      prior 12 months;

                                 (b)  One-fourth of the remaining Current 
                                      Value 12 months later;

                                 (c)  One-third of the remaining Current 
                                      Value 12 months later;

                                 (d)  One-half of the remaining Current 
                                      Value 12 months later; and

                                 (e)  The balance of the Current Value 12 
                                      months later.

                                 The Current Value will be paid in a lump sum 
                                 when a surrender is:

                                 (a)  Due to a Participant's death before 
                                      Annuity payments begin;

                                 (b)  Used to purchase Annuity benefits;

                                 (c)  When the amount in the Fixed Plus Account 
                                      is $3,500 or less, the surrendered amount 
                                      is to be transferred to another 
                                      investment provider under the SUNY 
                                      optional retirement program and no amount 
                                      has been surrendered, transferred or 
                                      used to purchase Annuity benefits during 
                                      the prior 12 months.

                                 (d)  When the Individual Accounts Adjusted 
                                      Current Value is $4,000 or less and the 
                                      surrendered amount is paid to the 
                                      Participant in a lump sum. 


                                      18

<PAGE>

3.13 PAYMENT OF SURRENDER        Any full surrender from the Fixed Plus 
     VALUE (CONT'D):             Account may be canceled at any time before 
                                 the end of the payment period.

                                 During each rolling 12 month period, up to 
                                 20% of the Current Value in the Fixed 
                                 Plus Account may be withdrawn as a partial 
                                 surrender.  This 20% limit is reduced by 
                                 any amount(s) transferred or used to 
                                 purchase an Annuity during the 12 month 
                                 period.

3.14 ALTERNATIVE PAYMENT OF      As an alternative to 3.13, the Contract 
     SURRENDER VALUE:            Holder may elect the following:  If the 
                                 entire Contract is to be surrendered by the 
                                 Contract Holder, the Contract Holder must 
                                 notify Aetna of such intent no less than 
                                 60 days prior to the proposed surrender date.
                                 Within 30 days of receipt of such notice, 
                                 Aetna will supply the Contract Holder with
                                 the specific period and interest rate that 
                                 would apply to a complete surrender of 
                                 the Contract under (b) below.  The Contract 
                                 Holder must then irrevocably elect, in 
                                 writing, to receive the total of all 
                                 Individual Accounts' Current Values invested 
                                 in the Fixed Plus Account:

                                 (a)  In the manner described in 3.13 above; or

                                 (b)  In level, annual payments for a period 
                                      not to exceed ten years.

                                 If this alternative (b) is elected, the 
                                 interest credited to the Fixed Plus Account 
                                 may be reduced by up to 1.5% from the net 
                                 effective rate of interest being credited 
                                 upon the date of surrender.  This interest
                                 rate will remain constant throughout the 
                                 payment period.

3.15 REINSTATEMENT:              All or a portion of the proceeds of a full 
                                 surrender of this Contract may be reinvested 
                                 within 30 days after the surrender if 
                                 allowed by law.  Any Market Value Adjustment 
                                 deducted from GA Account surrenders will not
                                 be included in the reinstatement.  Amounts 
                                 will be reinstated among the Fixed Plus 
                                 Account, GA Account, and the Fund(s) in 
                                 the same proportion as they were at the 
                                 time of surrender.  Any amount reinstated to 
                                 the GA Account will be credited to the 
                                 available Terms of the current Deposit Period.
                                 In the event that a Term of the same duration 
                                 is unavailable, amounts will be reinvested 
                                 in the next shortest Term available in the
                                 current Deposit Period.  If no shorter Term is
                                 available, the next longer Term will be used.  
                                 The number of Fund(s) Record Units reinstated 
                                 will be based on the Record Unit Value(s) 
                                 next computed after receipt at the Aetna 
                                 Processing Office of the reinstatement request 
                                 and the amount to be reinvested.

                                 Reinstatement is permitted only once.

                                      19

<PAGE>

IV.  ANNUITY PROVISIONS
- -------------------------------------------------------------------------------

4.01 CHOICES TO BE MADE:         The Participant may elect an Annuity option 
                                 by telling Aetna to pay all or any portion of
                                 his or her Individual Accounts Current Value
                                 (minus any premium tax) as a premium for an 
                                 Annuity under Option 2, 3, or 4 (see 4.08).
                                 A completed and signed election form must be 
                                 submitted to the Aetna Processing Office.  
                                 The form must include Plan Administrator 
                                 certification that the Participant is 
                                 entitled to a distribution under the terms 
                                 of the Program and that the Annuity option 
                                 chosen is permitted under the terms of the 
                                 Program.  Any election of an Annuity option 
                                 must comply with the incidental death
                                 benefit rules under Code Section 401(a)(9) 
                                 regulations. This restriction does not apply 
                                 if Option 4 is chosen and the second 
                                 Annuitant is the spouse of the Participant.
                                 Generally, the first Annuity payment must be 
                                 made 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. 

                                 When an Annuity option is chosen, Aetna 
                                 must also be told if payments are to be made 
                                 other than monthly and to pay:

                                 (a)  A Fixed Annuity using the General 
                                      Account;
                                 (b)  A Variable Annuity using any of the 
                                      Fund(s) made available by Aetna for 
                                      Annuity purposes; or 
                                 (c)  A combination of (a) and (b).

                                 The assumed interest rate for a Fixed Annuity 
                                 and the interest rate under Annuity option 1 
                                 will be no less than 3%.  Aetna may add 
                                 interest daily under Annuity option 1 at a 
                                 higher rate as determined by its Board of 
                                 Directors.

                                 If a Variable Annuity is chosen, an Assumed 
                                 Annual Net Return Rate of 5% may be chosen.  
                                 If not chosen, Aetna will use an Assumed 
                                 Annual Net Return Rate of 3.5%.

                                 With the exception of Option 2 on a variable 
                                 basis, once elected, an Annuity option may not 
                                 be revoked.

4.02 TERMS OF ANNUITY OPTIONS:   (a)  No choice of any Annuity option may be
                                      made if the first payment would be less 
                                      than $20 or if the total payments in a 
                                      year would be less than $100.

                                 (b)  If a Fixed Annuity under Option 2, 3, or 
                                      4 is chosen and a larger payment would 
                                      result from applying the Surrender Value 
                                      to a current Aetna single premium 
                                      immediate Annuity, Aetna will make
                                      the larger payment.

                                 (c)  Age, where used in the following tables,
                                      means age on the birthday closest to the 
                                      date of the first payment.

                                      The Annuity rates for Options 3 and 4 are 
                                      based on mortality from 1983 Table a.

                                      20

<PAGE>

4.02 TERMS OF ANNUITY OPTIONS    (d)  Assumed Annual Net Return Rate is 
     (CONT'D):                        the interest rate used to determine 
                                      the amount of the first Annuity payment
                                      under a Variable Annuity.  The 
                                      Separate Account must earn this rate 
                                      plus enough to cover the mortality 
                                      and expense risks charges (which may 
                                      include profit) and administrative 
                                      charges if future Variable Annuity 
                                      Payments are to remain level.

4.03 ANNUITY PAYMENTS TO         In no event may any payments to the 
     PARTICIPANT:                Participant under an Annuity option extend 
                                 beyond:

                                 (a)  The life of the Participant;

                                 (b)  The lives of the Participant and the
                                      beneficiary;

                                 (c)  A period certain greater than the
                                      Participant's life expectancy according 
                                      to regulations under Code Section 
                                      401(a)(9), determined as of the date
                                      payments are to commence; or

                                 (d)  A period certain greater than the life
                                      expectancies of the Participant and the 
                                      beneficiary according to regulations 
                                      under Code Section 401(a)(9), determined
                                      as of the date payments are to begin.

4.04 DEATH OF ANNUITANT:         When an Annuitant dies under Options 2 and 3, 
                                 the present value of any remaining guaranteed
                                 payments will be paid in one sum to the 
                                 beneficiary or, upon election by the 
                                 beneficiary, any remaining payments will 
                                 continue to the beneficiary.  If no 
                                 beneficiary exists, the present value of any 
                                 remaining guaranteed payments will be paid in 
                                 one lump sum to the Participant's estate.

                                 However, if a beneficiary dies while under 
                                 Option 1 or while receiving Annuity payments, 
                                 the present value of any remaining payments 
                                 will be paid in one lump sum to the 
                                 beneficiary's estate.  The interest rate used 
                                 to determine the first payment will be used 
                                 to calculate the present value.

                                 In no event may any payments to the 
                                 beneficiary under an Annuity option extend 
                                 beyond:

                                 (a)  The life of the beneficiary determined as 
                                      of the date payments are to commence; or

                                 (b)  Any certain period greater than the
                                      beneficiary's life expectancy as 
                                      determined by regulations under Code 
                                      Section 401(a)(9) as of the date 
                                      payments are to begin.

4.05 FUND(S) ANNUITY UNITS --    The number of each Fund's Annuity units is 
     SEPARATE ACCOUNT:           based on the amount of the first Variable 
                                 Annuity payment which is equal to:

                                 (a)  The portion of the Current Value (minus 
                                      any premium tax) applied to pay a 
                                      Variable Annuity; divided by
                                 (b)  1,000; multiplied by
                                 (c)  The payment rate for the option chosen.

                                      21

<PAGE>

4.05 FUND(S) ANNUITY UNITS --    Such amount, or portion, of the variable 
     SEPARATE ACCOUNT            payment will be divided by the appropriate
     (CONT'D):                   Fund(s) Annuity Unit Value (see 4.06) on the 
                                 tenth Valuation Period before the due date 
                                 of the first payment to determine the number 
                                 of each Fund Annuity Units.  The number of 
                                 each Fund Annuity Units remains fixed.  Each 
                                 future payment is equal to the sum of the
                                 products of each Fund Annuity Unit Value 
                                 multiplied by the appropriate number of Units.
                                 The Fund Annuity Unit Value on the tenth 
                                 Valuation Period prior to the due date of 
                                 the payment is used.

4.06 FUND(S) ANNUITY UNIT        For any Valuation Period, a Fund(s) Annuity 
     VALUE -- SEPARATE           Unit Value is equal to:
     ACCOUNT:
                                 (a)  The value for the previous Period; 
                                      multiplied by
                                 (b)  The Net Return Factor(s) (see 4.07) for 
                                      the Period; multiplied by
                                 (c)  A factor to reflect the Assumed Annual 
                                      Net Return Rate.

                                 The factor for 3.5% per year is .9999058; for 
                                 5% per year it is .9998663.

                                 The dollar value of a Fund(s) Annuity Unit 
                                 Values and payments may go up or down due to 
                                 investment gain or loss.

                                 If Variable Annuity payments are not to 
                                 decrease, Aetna must earn a gross return on 
                                 the assets of the Separate Account of:

                                 - 4.75% on an annual basis plus an annual 
                                   return of up to 0.25% to offset the 
                                   administrative charge set at the time 
                                   Annuity payments commence if an Assumed 
                                   Annual Net Return Rate of 3.5% is chosen; or

                                 - 6.25% on an annual basis plus an annual 
                                   return of up to 0.25% to offset the 
                                   administrative charge set at the time 
                                   Annuity payments commence if an Assumed 
                                   Annual Net Return Rate of 5% is chosen.

                                 Payments shall not be changed due to changes 
                                 in the mortality or expense results or 
                                 administrative charges.

4.07 ANNUITY NET RETURN          The Annuity Return Factor(s) are used to 
     FACTOR(S) -- SEPARATE       compute all Separate Account Annuity payments
     ACCOUNT:                    for any Fund.

                                 The Annuity Net Return Factor(s) for each 
                                 Fund is equal to 1.0000000 plus the Net 
                                 Return Rate. The Net Return Rate is equal to:

                                 (a)  The value of the shares of the Fund held 
                                      by the Separate Account at the end of 
                                      a Valuation Period; minus

                                 (b)  The value of the shares of the Fund held 
                                      by the Separate Account at the start of 
                                      the Valuation Period; plus or minus

                                 (c)  Taxes (or reserves for taxes) on the 
                                      Separate Account (if any);

                                 (d)  The total value of the Fund(s) Record 
                                      Units and the Fund(s) Annuity Units of 
                                      the Separate Account at the start of the 
                                      Valuation Period; minus

                                      22

<PAGE>

4.07 ANNUITY NET RETURN          (e)  A daily actuarial charge at an annual 
     FACTOR(S) -- SEPARATE            rate of 1.25% for Annuity mortality and 
     ACCOUNT (CONT'D):                expense risks and profit and a daily 
                                      administrative charge which will not 
                                      exceed 0.25% on an annual basis. 

                                 A Net Return Rate may be more or less than 0%.

                                 The value of a share of the Fund is equal to 
                                 the net assets of the Fund divided by the 
                                 number of shares outstanding.

4.08 ANNUITY OPTIONS:            Option 1 -- Payments of Interest on Sum Left 
                                 with Aetna -- This option may be used only by 
                                 the beneficiary when the Participant dies 
                                 before Aetna has started paying an Annuity.  
                                 A portion or all of the sum paid upon death
                                 may be held under this option and will be held 
                                 in the General Account of Aetna at interest 
                                 (see 4.01).  The beneficiary may later tell 
                                 Aetna to: 

                                 (a)  Pay a portion or all of the sum held by
                                      Aetna; or

                                 (b)  Apply a portion or all of the sum held by
                                      Aetna to any Annuity option below.

                                 If the beneficiary is the Participant's 
                                 surviving spouse, payment may be deferred to a
                                 date not later than when the Participant would
                                 have attained age 70 1/2.

                                 If the beneficiary is not the Participant's 
                                 surviving spouse, the entire sum must either 
                                 be applied to an Annuity option within one 
                                 year of the Participant's death, or be paid 
                                 to the beneficiary within 5 years after the 
                                 Participant's death.

                                 Option 2 -- Payments for a Stated Period of 
                                 Time -- An Annuity will be paid for the number 
                                 of years chosen. The number of years that may 
                                 be chosen will be determined in part by the 
                                 accumulation options in which the Individual 
                                 Account Current Value was held prior to the 
                                 election of the Annuity option as follows:

                                 For amounts invested in the GA Account or one 
                                 or more of the Fund(s), the number of years 
                                 chosen must be at least 3 and not more than 
                                 30 and the Annuity may be a Fixed or Variable 
                                 Annuity.

                                 For amounts invested in the Fixed Plus Account,
                                 the number of years chosen must be at least 6 
                                 and not more than 30 and the Annuity must be 
                                 a Fixed Annuity. 

                                 If payments for this option are made under 
                                 a Variable Annuity, the present value of any 
                                 remaining payments may be withdrawn at any 
                                 time.

                                 Option 3 -- Life Income -- An Annuity will be 
                                 paid for the life of the Annuitant.  If also 
                                 chosen, Aetna will guarantee payments for 60, 
                                 120, 180, or 240 months. 

                                      23

<PAGE>

4.08 ANNUITY OPTIONS             Option 4 -- Life Income for Two Payees -- 
     (CONT'D):                   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: 

                                 (a)  100% of the payment to continue after the 
                                      first death;
                                 (b)  66 2/3% of the payment to continue after 
                                      the first death;
                                 (c)  50% of the payment to continue after the 
                                      first death;
                                 (d)  Payments for a minimum of 120 months, 
                                      with 100% of the payment to continue 
                                      after the first death; or
                                 (e)  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.

                                 Other Options -- Aetna may make other options 
                                 available as allowed by the laws of the state 
                                 in which this Contract is delivered.

                                      24

<PAGE>

                                    OPTION 2

                      PAYMENTS FOR A STATED PERIOD OF TIME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
                 GUARANTEED       MONTHLY      QUARTERLY      SEMI-ANNUAL      ANNUAL
YEARS               RATE          PAYMENT       PAYMENT         PAYMENT        PAYMENT
- --------------------------------------------------------------------------------------
<S>             <C>              <C>          <C>            <C>              <C>     
  3                 3.00%          $28.99       $86.76          $172.88        $343.23
  4                 3.00%           22.06        66.02           131.56         261.19
  5                 3.00%           17.91        53.59           106.78         211.99
  6                 3.00%           15.14        45.30            90.27         179.22
  7                 3.00%           13.16        39.39            78.49         155.83
  8                 3.00%           11.68        34.96            69.66         138.31
  9                 3.00%           10.53        31.52            62.81         124.69
 10                 3.00%            9.61        28.77            57.33         113.82
 11                 3.00%            8.86        26.52            52.85         104.93
 12                 3.00%            8.24        24.65            49.13          97.54
 13                 3.00%            7.71        23.08            45.98          91.29
 14                 3.00%            7.26        21.73            43.29          85.95
 15                 3.00%            6.87        20.56            40.96          81.33
 16                 3.00%            6.53        19.54            38.93          77.29
 17                 3.00%            6.23        18.64            37.14          73.74
 18                 3.00%            5.96        17.84            35.56          70.59
 19                 3.00%            5.73        17.13            34.14          67.78
 20                 3.00%            5.51        16.50            32.87          65.26
 21                 3.00%            5.32        15.92            31.72          62.98
 22                 3.00%            5.15        15.40            30.68          60.92
 23                 3.00%            4.99        14.92            29.74          59.04
 24                 3.00%            4.84        14.49            28.88          57.33
 25                 3.00%            4.71        14.09            28.08          55.76
 26                 3.00%            4.59        13.73            27.36          54.31
 27                 3.00%            4.47        13.39            26.68          52.97
 28                 3.00%            4.37        13.08            26.06          51.74
 29                 3.00%            4.27        12.79            25.49          50.60
 30                 3.00%            4.18        12.52            24.95          49.53
- --------------------------------------------------------------------------------------
</TABLE>


                                      25

<PAGE>

                                    OPTION 3

                                  LIFE INCOME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

                 PAYMENTS GUARANTEED FOR A STATED PERIOD OF MONTHS

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
ADJUSTED
 AGE OF 
ANNUITANT           NONE             60          120             180             240  
- -------------------------------------------------------------------------------------
<S>             <C>              <C>          <C>            <C>              <C>     
   50              $4.05           $4.05        $4.03           $3.99           $3.93 
   51               4.12            4.11         4.09            4.05            3.99 
   52               4.19            4.19         4.16            4.11            4.04
   53               4.27            4.26         4.23            4.18            4.10
   54               4.35            4.34         4.31            4.25            4.16

   55               4.44            4.42         4.39            4.32            4.22
   56               4.53            4.51         4.47            4.40            4.29
   57               4.62            4.61         4.56            4.48            4.35
   58               4.72            4.71         4.65            4.56            4.42
   59               4.83            4.81         4.75            4.64            4.49

   60               4.95            4.93         4.86            4.73            4.55
   61               5.07            5.05         4.97            4.83            4.62
   62               5.20            5.17         5.08            4.92            4.69
   63               5.34            5.31         5.20            5.02            4.76
   64               5.49            5.45         5.33            5.12            4.83

   65               5.65            5.61         5.47            5.22            4.89
   66               5.82            5.77         5.61            5.33            4.96
   67               6.01            5.94         5.75            5.44            5.02
   68               6.20            6.13         5.91            5.54            5.08
   69               6.41            6.33         6.07            5.65            5.14

   70               6.64            6.54         6.23            5.76            5.19
   71               6.88            6.76         6.41            5.86            5.24
   72               7.14            7.00         6.59            5.97            5.28
   73               7.43            7.26         6.77            6.06            5.32
   74               7.73            7.53         6.96            6.16            5.35

   75               8.06            7.82         7.14            6.25            5.38
- -------------------------------------------------------------------------------------
</TABLE>


Rates are based on mortality from 1983 Table a.  The rates do not differ by sex.
   Rates for ages not shown will be provided on request and will be computed
          on a basis consistent with the rates in the above tables.

                                      26

<PAGE>

                                   OPTION 4

                          LIFE INCOME FOR TWO PAYEES

              AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
               AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
      ADJUSTED AGES
- --------------------------    
                  SECOND      
ANNUITANT        ANNUITANT     OPTION 4A      OPTION 4B     OPTION 4C     OPTION 4D     OPTION 4E
- -------------------------------------------------------------------------------------------------
<S>            <C>            <C>            <C>           <C>           <C>           <C>       
   55                50          $3.69          $4.05         $4.27         $3.69         $4.03  
   55                55           3.88           4.25          4.47          3.87          4.14
   55                60           3.99           4.44          4.71          3.98          4.42

   60                55           3.99           4.44          4.71          3.98          4.42
   60                60           4.24           4.71          4.99          4.23          4.57
   60                65           4.38           4.97          5.32          4.38          4.93

   65                60           4.38           4.97          5.32          4.38          4.93
   65                65           4.72           5.33          5.70          4.71          5.14
   65                70           4.93           5.68          6.15          4.91          5.66

   70                65           4.93           5.68          6.15          4.91          5.66
   70                70           5.40           6.21          6.70          5.36          5.96 
   70                75           5.69           6.68          7.32          5.62          6.67

   75                70           5.69           6.68          7.32          5.62          6.67
   75                75           6.37           7.45          8.15          6.23          7.12
   75                80           6.78           8.11          8.99          6.54          8.13
- -------------------------------------------------------------------------------------------------
</TABLE>


Rates are based on mortality from 1983 Table a.  The rates do not differ by sex.
   Rates for ages not shown will be provided on request and will be computed
             on a basis consistent with the rates in the above tables.

                                      27

<PAGE>

                                    OPTION 2

                      PAYMENTS FOR A STATED PERIOD OF TIME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

<TABLE>
<CAPTION>
- ------------------------------------------------------------
        GUARANTEED  MONTHLY  QUARTERLY  SEMI-ANNUAL  ANNUAL
YEARS      RATE     PAYMENT   PAYMENT     PAYMENT    PAYMENT
- ------------------------------------------------------------
<S>     <C>         <C>       <C>       <C>          <C>
 3         3.50%    $29.19    $87.33      $173.91    $344.86
 4         3.50%     22.27     66.61       132.65     263.04
 5         3.50%     18.12     54.19       107.92     213.99
 6         3.50%     15.35     45.92        91.44     181.32
 7         3.50%     13.38     40.01        79.69     158.01
 8         3.50%     11.90     35.59        70.88     140.56
 9         3.50%     10.75     32.16        64.05     127.00
 10        3.50%      9.83     29.42        58.59     116.18
 11        3.50%      9.09     27.18        54.13     107.34
 12        3.50%      8.46     25.32        50.42      99.98
 13        3.50%      7.94     23.75        47.29      93.78
 14        3.50%      7.49     22.40        44.62      88.47
 15        3.50%      7.10     21.24        42.31      83.89
 16        3.50%      6.76     20.23        40.29      79.89
 17        3.50%      6.47     19.34        38.51      76.37
 18        3.50%      6.20     18.55        36.94      73.25
 19        3.50%      5.97     17.85        35.54      70.47
 20        3.50%      5.75     17.22        34.28      67.98
 21        3.50%      5.56     16.65        33.15      65.74
 22        3.50%      5.39     16.13        32.13      63.70
 23        3.50%      5.24     15.66        31.19      61.85
 24        3.50%      5.09     15.24        30.34      60.17
 25        3.50%      4.96     14.85        29.56      58.62
 26        3.50%      4.84     14.49        28.85      57.20
 27        3.50%      4.73     14.15        28.19      55.90
 28        3.50%      4.63     13.85        27.58      54.69
 29        3.50%      4.53     13.57        27.02      53.57
 30        3.50%      4.45     13.30        26.49      52.53
- ------------------------------------------------------------
</TABLE>


                                      28

<PAGE>


                                    OPTION 3

                                   LIFE INCOME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

                PAYMENTS GUARANTEED FOR A STATED PERIOD OF MONTHS

<TABLE>
<CAPTION>
- ---------------------------------------------------------
ADJUSTED 
 AGE OF
ANNUITANT    NONE       60       120       180       240
- ---------------------------------------------------------
<S>         <C>       <C>       <C>       <C>       <C>
   50       $4.34     $4.34     $4.31     $4.27     $4.22
   51        4.41      4.40      4.38      4.33      4.27
   52        4.48      4.47      4.45      4.40      4.32
   53        4.56      4.55      4.52      4.46      4.38
   54        4.64      4.63      4.59      4.53      4.44

   55        4.72      4.71      4.67      4.60      4.50
   56        4.81      4.80      4.75      4.67      4.56
   57        4.91      4.89      4.84      4.75      4.62
   58        5.01      4.99      4.93      4.83      4.69
   59        5.12      5.10      5.03      4.92      4.75

   60        5.23      5.21      5.13      5.00      4.82
   61        5.36      5.33      5.24      5.09      4.88
   62        5.49      5.45      5.35      5.19      4.95
   63        5.63      5.59      5.47      5.28      5.02
   64        5.78      5.73      5.60      5.38      5.08

   65        5.94      5.89      5.73      5.48      5.15
   66        6.11      6.05      5.87      5.58      5.21
   67        6.29      6.22      6.02      5.69      5.27
   68        6.49      6.41      6.17      5.79      5.33
   69        6.70      6.60      6.33      5.90      5.38

   70        6.92      6.81      6.49      6.00      5.43
   71        7.17      7.04      6.66      6.10      5.48
   72        7.43      7.27      6.84      6.20      5.52
   73        7.71      7.53      7.02      6.30      5.55
   74        8.02      7.80      7.20      6.39      5.59

   75        8.35      8.08      7.38      6.48      5.62
- ---------------------------------------------------------
</TABLE>

Rates are based on mortality from 1983 Table a.  The rates do not differ by sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.


                                      29

<PAGE>


                                   OPTION 4

                          LIFE INCOME FOR TWO PAYEES

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
  ADJUSTED AGES
- --------------------
            SECOND
ANNUITANT  ANNUITANT  OPTION 4A  OPTION 4B  OPTION 4C  OPTION 4D  OPTION 4E
- ---------------------------------------------------------------------------
<S>        <C>        <C>        <C>        <C>        <C>        <C>
   55         50        $3.97      $4.35      $4.56      $3.97      $4.31
   55         55         4.16       4.54       4.76       4.15       4.42
   55         60         4.27       4.73       5.00       4.26       4.48

   60         55         4.27       4.73       5.00       4.26       4.70
   60         60         4.51       4.99       5.27       4.50       4.84
   60         65         4.66       5.25       5.61       4.65       4.93

   65         60         4.66       5.25       5.61       4.65       5.22
   65         65         4.99       5.61       5.99       4.98       5.42
   65         70         5.19       5.97       6.44       5.17       5.54

   70         65         5.19       5.97       6.44       5.17       5.93
   70         70         5.67       6.49       6.99       5.62       6.23
   70         75         5.95       6.96       7.61       5.87       6.40

   75         70         5.95       6.96       7.61       5.87       6.95
   75         75         6.64       7.73       8.43       6.48       7.40
   75         80         7.04       8.39       9.29       6.79       7.64
- ---------------------------------------------------------------------------
</TABLE>

Rates are based on mortality from 1983 Table a.  The rates do not differ by sex.
   Rates for ages not shown will be provided on request and will be computed
          on a basis consistent with the rates in the above tables.

                                      30
<PAGE>

                                    OPTION 2
 
                      PAYMENTS FOR A STATED PERIOD OF TIME

               AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
               AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
              GUARANTEED       MONTHLY      QUARTERLY      SEMI-ANNUAL       ANNUAL
YEARS            RATE          PAYMENT       PAYMENT         PAYMENT         PAYMENT
- ------------------------------------------------------------------------------------
<S>           <C>              <C>          <C>            <C>               <C>
 3              5.00%          $29.80        $89.04          $176.99         $349.72
 4              5.00%           22.89         68.38           135.93          268.58
 5              5.00%           18.74         56.00           111.33          219.98
 6              5.00%           15.99         47.77            94.96          187.64
 7              5.00%           14.02         41.90            83.30          164.59
 8              5.00%           12.56         37.52            74.58          147.35
 9              5.00%           11.42         34.11            67.81          133.99
10              5.00%           10.51         31.40            62.42          123.34
11              5.00%            9.77         29.19            58.03          114.66
12              5.00%            9.16         27.36            54.38          107.45
13              5.00%            8.64         25.81            51.31          101.39
14              5.00%            8.20         24.50            48.69           96.21
15              5.00%            7.82         23.36            46.44           91.75
16              5.00%            7.49         22.37            44.47           87.88
17              5.00%            7.20         21.51            42.75           84.48
18              5.00%            6.94         20.74            41.23           81.47
19              5.00%            6.71         20.06            39.88           78.80
20              5.00%            6.51         19.46            38.68           76.42
21              5.00%            6.33         18.91            37.59           74.28
22              5.00%            6.17         18.42            36.62           72.35
23              5.00%            6.02         17.98            35.73           70.61
24              5.00%            5.88         17.57            34.93           69.02
25              5.00%            5.76         17.20            34.20           67.57
26              5.00%            5.65         16.87            33.53           66.25
27              5.00%            5.54         16.56            32.92           65.04
28              5.00%            5.45         16.28            32.35           63.93
29              5.00%            5.36         16.01            31.83           62.90
30              5.00%            5.28         15.77            31.35           61.95
- ------------------------------------------------------------------------------------
</TABLE>


                                      31

<PAGE>

                                       OPTION 3

                                     LIFE INCOME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

       Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

                 PAYMENTS GUARANTEED FOR A STATED PERIOD OF MONTHS

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------
   ADJUSTED
    AGE OF
   ANNUITANT          NONE           60          120        180       240
- --------------------------------------------------------------------------
   <S>               <C>           <C>         <C>        <C>        <C>
      50               $5.26        $5.25      $5.22      $5.17      $5.11
      51                5.33         5.32       5.28       5.23       5.15
      52                5.40         5.38       5.34       5.29       5.20
      53                5.47         5.45       5.41       5.35       5.26
      54                5.54         5.53       5.48       5.41       5.31

      55                5.63         5.61       5.56       5.47       5.36
      56                5.71         5.69       5.63       5.54       5.42
      57                5.80         5.78       5.72       5.61       5.47
      58                5.90         5.88       5.81       5.69       5.53
      59                6.01         5.98       5.90       5.77       5.59

      60                6.12         6.09       6.00       5.85       5.65
      61                6.24         6.21       6.10       6.93       5.71
      62                6.37         6.33       6.21       6.02       5.77
      63                6.51         6.46       6.33       6.11       5.83
      64                6.66         6.60       6.45       6.20       5.89

      65                6.82         6.75       6.57       6.30       5.95
      66                6.99         6.91       6.71       6.39       6.01
      67                7.17         7.08       6.85       6.49       6.06
      68                7.36         7.27       6.99       6.59       6.12
      69                7.57         7.46       7.15       6.69       6.17

      70                7.80         7.67       7.30       6.78       6.21
      71                8.05         7.89       7.47       6.88       6.25
      72                8.31         8.13       7.64       6.97       6.29
      73                8.59         8.38       7.81       7.06       6.33
      74                8.90         8.64       7.99       7.15       6.36

      75                9.23         8.93       8.16       7.23       6.38
- --------------------------------------------------------------------------
</TABLE>

Rates are based on mortality from 1983 Table a.  The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.



                                      32

<PAGE>

                                    OPTION 4

                           LIFE INCOME FOR TWO PAYEES

              AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
               AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

     Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
     ADJUSTED AGES
- -------------------------
                 SECOND
ANNUITANT       ANNUITANT     OPTION 4A    OPTION 4B     OPTION 4C    OPTION 4D    OPTION 4E
- -------------------------------------------------------------------------------------------
<S>             <C>           <C>          <C>           <C>          <C>          <C>
   55              50           $4.88        $5.26          $5.48        $4.88       $5.23
   55              55            5.04         5.44           5.66         5.04        5.32
   55              60            5.15         5.63           5.91         5.14        5.38

   60              55            5.15         5.63           5.91         5.14        5.59
   60              60            5.37         5.87           6.16         5.37        5.72
   60              65            5.52         6.14           6.51         5.51        5.80

   65              60            5.52         6.14           6.51         5.51        6.10
   65              65            5.83         6.49           6.87         5.82        6.29
   65              70            6.04         6.84           7.34         6.00        6.41

  70               65            6.04         6.84           7.34         6.00        6.81
  70               70            6.49         7.35           7.87         6.44        7.08
  70               75            6.77         7.84           8.51         6.68        7.25

  75               70            6.77         7.84           8.51         6.68        7.81
  75               75            7.45         8.60           9.33         7.27        8.25
  75               80            7.86         9.28          10.20         7.57        8.49
- -------------------------------------------------------------------------------------------
</TABLE>

Rates are based on mortality from 1983 Table a.  The rates do not differ by sex.
   Rates for ages not shown will be provided on request and will be computed
             on a basis consistent with the rates in the above tables.


                                      33
<PAGE>

<TABLE>
<S>                    <C>
[LOGO]                 APPLICATION FORM             Aetna Life Insurance and Annuity Company
                       Group Annuity Contracts      151 Farmington Avenue, Hartford, CT 06156-8022
- ---------------------------------------------------------------------------------------------------------------------------
CLIENT                 -  Name of applicant/employer          Doe University
INFORMATION            ----------------------------------------------------------------------------------------------------
                       -  Address       123 Any Street
                       ----------------------------------------------------------------------------------------------------
                       -  City       Anywhere             State     Anystate         Zip Code    00001
                       ----------------------------------------------------------------------------------------------------
                       -  Tax Identification No.      987-65-4321
                       ----------------------------------------------------------------------------------------------------
                       -  Name of plan (if any)          Tax-Deferred Plan
                       ----------------------------------------------------------------------------------------------------
ACCOUNT                5.  Type of plan and section of Internal Revenue Code (if any) under which plan is to qualify:
INFORMATION            / / 403(b) Public School System     / / 457 Public Employer    / / Non-457 Tax-Exempt Deferred
                           Tax-Deferred Annuity                Deferred Compensation      Compensation (for select
                                                                                          management and highly
                       / / 403(b) for 501(c)(3) Organization                              compensated employees)
                           Tax-Deferred Annuity (Organizations formed after           / / 457 Tax-Exempt Deferred
                           10/9/69 must have IRS ruling regarding 501(c)(3) status)        Compensation (for select
                           / / Retirement Plus   / / AHA Retirement Plus                   management and highly
                                                                                           compensated employees)
                       / / 401(k) for 501(c)(3) Organization (Organizations
                           formed after 10/9/69 must have IRS ruling regarding        / /  Other ____________________
                           501(c)(3) status)

                       / / Optional Retirement Plan for Higher Education
                           / /  403(b)               / /  401(a)
                       ----------------------------------------------------------------------------------------------------
                       -  Is this contract subject to ERISA Title I?  / / Yes  If yes, Plan anniversary  Month ___ Day ___
                       ----------------------------------------------------------------------------------------------------
                       -  Contract is to be:  / / Allocated   / / Unallocated   8. Contract effective date  12-15-92
                       ----------------------------------------------------------------------------------------------------
                       9. GAA Maturity Notices should be mailed to:    / / Participants        / / Employer
                                                                       / / Participants and Employer
                       ----------------------------------------------------------------------------------------------------
                       10. Will this contract change or replace any existing life insurance or annuity 
                           contract?   / / Yes   / / No
                       ----------------------------------------------------------------------------------------------------
                       If yes, please provide carrier name, account number, and date to be cancelled
                       ----------------------------------------------------------------------------------------------------
                       11. Special Requests

                       ----------------------------------------------------------------------------------------------------
INVESTMENT             12. PARTICIPANTS MAY ELECT THE INVESTMENT ALLOCATION FOR:
OPTIONS                                                         Employer and Employee contributions   / /  Employee
                       ----------------------------------------------------------------------------------------------------
                       13. FOR EMPLOYER DIRECTED ALLOCATIONS: Enter the percentage of payment and the investment option
                                                              chosen for allocation purposes.
                           / / Employer Modal Contributions:  100% GAA
                                                              -----------------------------------------
                           / / Employee Modal Contributions:  50% Fixed; 50% Variable
                                                              -----------------------------------------
                           / / Transferred Assets:
                                                  -----------------------------------------------------
                       ----------------------------------------------------------------------------------------------------
                       I UNDERSTAND THAT AMOUNTS WITHDRAWN FROM A GAA TERM MAY BE SUBJECT TO A MARKET VALUE ADJUSTMENT
                       PRIOR TO THE MATURITY DATE OF THAT TERM AS SPECIFIED IN THE CONTRACT. I FURTHER UNDERSTAND THAT
                       ANNUITY PAYMENTS AND ACCOUNT VALUES (IF ANY), WHEN BASED ON THE INVESTMENT EXPERIENCE OF A 
                       SEPARATE ACCOUNT, ARE VARIABLE AND NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.

Dated at    Anywhere, Anystate    this  1st   day of   December 1992
        -------------------------      -----           -------------
              CITY AND STATE

                Joe Smith                  John D. Doe Plan Administrator
        -------------------------      ------------------------------------
                 WITNESS                       CONTRACT HOLDER/TITLE

                                        HOME OFFICE USE:  ACCEPTED _________________
</TABLE>


<PAGE>

<TABLE>
<S>                    <C>
                      -----------------------------------------------------------------------------------------------------
PRODUCER'S            Do you have any reason to believe any existing life insurance or annuity contracts will be modified or
NOTE:                 replaced if this contract is issued?    / / Yes   / / No

                                                                                     ---------------------------
                                                                                        Signature of Producer

                      -----------------------------------------------------------------------------------------------------
                      CORRECTIONS AND AMENDMENTS (Home Office Use Only). Errors and omissions may be corrected by the
                      Company but no change in plan, classification, amount, age at issue, or extra benefits shall be made
                      without written consent of the Contract Holder. (N/A in W. VA.)

                      -----------------------------------------------------------------------------------------------------

                                                                         --------------------------------------------------





                                                                                            Affix Prospectus
                                                                                               Receipt Here





                                                                         ---------------------------------------------------
</TABLE>

<PAGE>


          ------------------------------------------------------------

                                     [LOGO]


                    AETNA LIFE INSURANCE AND ANNUITY COMPANY
                       HOME OFFICE:  151 Farmington Avenue
                          Hartford, Connecticut  06156
                                 (800) 525-4225


               Group Variable, Fixed, or Combination Contract
                                Nonparticipating
         ------------------------------------------------------------


ALL PAYMENTS AND VALUES PROVIDED BY THE GROUP CONTRACT, WHEN BASED ON 
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT 
GUARANTEED AS TO FIXED DOLLAR AMOUNT. THIS CONTRACT CONTAINS A MARKET VALUE 
ADJUSTMENT FORMULA. APPLICATION OF A MARKET VALUE ADJUSTMENT MAY RESULT IN 
EITHER AN INCREASE OR DECREASE IN THE CURRENT VALUE. THE MARKET VALUE 
ADJUSTMENT FORMULA DOES NOT APPLY TO A GUARANTEED TERM AT THE TIME OF ITS 
MATURITY.

<PAGE>

                    AETNA LIFE INSURANCE AND ANNUITY COMPANY  

                                  ENDORSEMENT

The Contract and the Certificate are hereby endorsed to amend SECTION 1.11 
entitled FUND(S) to read as follows.

    The open-end registered management investment companies (mutual funds) 
    made available by Aetna under this Contract.  These Funds currently are:

- - Aetna Variable Fund
- - Aetna Income Shares
- - Aetna Variable Encore Fund
- - Aetna Investment Advisers Fund, Inc.
- - Alger American Fund - Alger American Growth Portfolio
- - Alger American Fund - Alger American Small Capitalization Portfolio
- - Calvert Responsibly Invested Balanced Portfolio
- - Fidelity Investments Variable Insurance Products Fund II - Asset Manager 
  Portfolio
- - Fidelity Investments Variable Insurance Products Fund II - Contrafund 
  Portfolio
- - Fidelity Investments Variable Insurance Products Fund II - Index 500 Portfolio
- - Fidelity Investments Variable Insurance Portfolio Fund - Equity- Income 
  Portfolio
- - Franklin Government Securities Trust
- - Janus Aspen Series - Aggressive Growth Portfolio
- - Janus Aspen Series - Growth Portfolio
- - Janus Aspen Series - Short-Term Bond Portfolio
- - Janus Aspen Series - Worldwide Growth Portfolio
- - Lexington Emerging Markets Fund, Inc.
- - Lexington Natural Resources Trust
- - Neuberger & Berman Advisers Management Trust - Growth Portfolio
- - Scudder Variable Life Investment Fund - International Portfolio
- - TCI Portfolios, Inc. - TCI Growth

Additional information regarding these Funds is available in each Fund 
prospectus.

Endorsed and made part of the Contract and the Certificate effective 
September 1, 1995.


                                      /s/  Dan Kearney
                                      -----------------
                                      President
                                      Aetna Life Insurance and Annuity Company


<PAGE>



                         CONSENT OF INDEPENDENT AUDITORS




The Board of Directors of Aetna Life Insurance and Annuity Company
and Contract Owners of Aetna Variable Annuity Account C:


We consent to the use of our reports dated February 6, 1996 and February 16,
1996 included herein and to the references to our Firm under the captions
"Condensed Financial Information" in the Prospectus and "Independent Auditors"
in the Statement of Additional Information.

Our report dated February 6, 1996 refers to a change in 1993 in the Company's
method of accounting for certain investments in debt and equity securities.



                                   KPMG Peat Marwick LLP


Hartford, Connecticut
April 16, 1996


<PAGE>
                    151 Farmington Avenue    SUSAN E. BRYANT
                    Hartford, CT  06156      Counsel
                                             Law & Regulatory Affairs, RE4C
                                             (860) 273-7834
                                             Fax: (860) 273-8340

April 17, 1996





Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C.  20549

Dear Sir or Madam:

As Counsel of Aetna Life Insurance and Annuity Company (the "Company"), I 
hereby consent to the use of my opinion dated February 28, 1996 (incorporated 
herein by reference to the 24f-2 Notice for the fiscal year ended 
December 31, 1995 filed on behalf of Variable Annuity Account C of Aetna Life 
Insurance and Annuity Company on February 29, 1996) as an exhibit to this 
Post-Effective Amendment No. 3 to Registration Statement on Form N-4 (File 
No. 33-81216) and to my being named under the caption "Legal Matters" therein.

Sincerely,

/s/ Susan E. Bryant

Susan E. Bryant
Counsel
Aetna Life Insurance and Annuity Company


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                    6,038,034,475
<INVESTMENTS-AT-VALUE>                   6,632,117,659
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                           6,632,117,659
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                      6,632,117,659
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                             6,632,117,659
<DIVIDEND-INCOME>                          730,430,612
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                            (71,090,542)
<NET-INVESTMENT-INCOME>                    659,340,070
<REALIZED-GAINS-CURRENT>                   160,673,967
<APPREC-INCREASE-CURRENT>                  520,603,951
<NET-CHANGE-FROM-OPS>                    1,340,617,988
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                   1,769,805,868
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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