VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO
497, 1996-05-13
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<PAGE>
                       VARIABLE
                       ANNUITY
                       ACCOUNT C


                       AETNAPLUS -- Group Variable Annuity 
                       Contract for

                       OREGON EDUCATION ASSOCIATION


                       Prospectus Dated:
                       May 1, 1996













                             [LOGO]


           Aetna Life Insurance and Annuity Company

                          75964.OEA-2

<PAGE>
                                   PROSPECTUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
This  Prospectus  describes  group  and  individual  deferred  variable  annuity
contracts ("Contracts") issued by Aetna Life Insurance and Annuity Company  (the
"Company").  The Contracts are  available for public  school systems and certain
tax-exempt (Section 501(c)(3)) organizations  for their employees under  Section
403(b)  of  the Internal  Revenue  Code of  1986  as amended  ("Code"),  and for
qualified defined  contribution plans  under Section  401(a) of  the Code.  (See
"Purchase.")
 
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                  - Fidelity VIP Overseas Portfolio
 - Aetna Income Shares                  - Franklin Government Securities
 - Aetna Variable Encore Fund           Trust
 - Aetna Investment Advisers Fund,      - Janus Aspen Aggressive Growth
 Inc.                                   Portfolio
 - Aetna Ascent Variable Portfolio      - Janus Aspen Balanced Portfolio
 - Aetna Crossroads Variable Portfolio  - Janus Aspen Flexible Income
 - Aetna Legacy Variable Portfolio      Portfolio
 - Alger American Growth Portfolio      - Janus Aspen Growth Portfolio
 - Alger American Small Cap Portfolio   - Janus Aspen Short-Term Bond
 - Calvert Responsibly Invested         Portfolio
 Balanced Portfolio                     - Janus Aspen Worldwide Growth
 - Fidelity VIP II Contrafund           Portfolio
 Portfolio                              - Lexington Natural Resources Trust
 - Fidelity VIP Equity-Income           - Neuberger & Berman Growth Portfolio
 Portfolio                              - Scudder International Portfolio
 - Fidelity VIP Growth Portfolio        Class A Shares
                                        - TCI Growth (a Twentieth Century
                                        fund)
 
The Credited Interest  Options currently  available under the  Contract are  the
Guaranteed  Accumulation Account, the Fixed 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  in all  jurisdictions, under all  Contracts or  in all  Plans.
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.  Additional
information about the Separate Account is contained in a Statement of Additional
Information ("SAI") which is available at no charge. The SAI 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 18 of this Prospectus. An
SAI may be obtained by indicating the request on the Enrollment Materials 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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
<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........................................................                   4
PURCHASE.............................................................................                   4
    Contract Availability............................................................                   4
    Purchasing Interests in the Contract.............................................                   4
    Purchase Payments................................................................                   5
    Transfer Credits.................................................................                   5
    Right to Cancel..................................................................                   5
CHARGES AND DEDUCTIONS...............................................................                   5
    Daily Deductions from the Separate Account.......................................                   5
    Maintenance Fee..................................................................                   6
    Deferred Sales Charge............................................................                   6
    Fund Expenses....................................................................                   8
    Premium and Other Taxes..........................................................                   8
CONTRACT VALUATION...................................................................                   8
    Account Value....................................................................                   8
    Accumulation Units...............................................................                   8
    Net Investment Factor............................................................                   8
TRANSFERS............................................................................                   9
    Dollar Cost Averaging Program....................................................                   9
WITHDRAWALS..........................................................................                   9
    Reinvestment Privilege...........................................................                  10
CONTRACT LOANS.......................................................................                  10
ADDITIONAL WITHDRAWAL OPTIONS........................................................                  11
DEATH BENEFIT DURING ACCUMULATION PERIOD.............................................                  11
ANNUITY PERIOD.......................................................................                  12
    Annuity Period Elections.........................................................                  12
    Annuity Options..................................................................                  12
    Annuity Payments.................................................................                  13
    Charges Deducted During the Annuity Period.......................................                  13
    Death Benefit Payable During Annuity Period......................................                  13
TAX STATUS...........................................................................                  14
    Introduction.....................................................................                  14
    Taxation of the Company..........................................................                  14
    Contracts Used with Certain Retirement Plans.....................................                  14
</TABLE>
<PAGE>
<TABLE>
<S>                                                                                    <C>
MISCELLANEOUS........................................................................                  16
    Distribution.....................................................................                  16
    Delay or Suspension of Payments..................................................                  17
    Performance Reporting............................................................                  17
    Voting Rights....................................................................                  17
    Changes in Beneficiary Designations..............................................                  18
    Modification of the Contract.....................................................                  18
    Legal Matters and Proceedings....................................................                  18
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION..................................                  18
APPENDIX I--GUARANTEED ACCUMULATION ACCOUNT..........................................                  20
APPENDIX II--THE FIXED ACCOUNT.......................................................                  21
APPENDIX III--THE FIXED PLUS ACCOUNT.................................................                  22
</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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
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  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.
 
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 in the Enrollment  Materials
who are to receive any death benefit proceeds payable under the Contract.
 
CODE: Internal Revenue Code of 1986, as amended.
 
COMPANY (WE, US): Aetna Life Insurance and Annuity Company.
 
CONTRACT:  The group and individual deferred, variable annuity contracts offered
by this Prospectus.
 
CONTRACT HOLDER:  The person  or entity  to  whom the  Contract is  issued.  The
Contract Holder of a group Contract is usually the employer; the Contract Holder
of an individual Contract is the Participant.
 
CREDITED  INTEREST OPTIONS: The  fixed interest options  under the Contract. The
Credited Interest  Options  currently  consist of  the  Guaranteed  Accumulation
Account,  the  Fixed  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.
 
ENROLLMENT MATERIALS: An application for an individual contract or an enrollment
form for participation under a group contract.
 
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.
 
HOME OFFICE: The Company's principal executive offices located at 151 Farmington
Avenue, Hartford, Connecticut 06156.
 
PARTICIPANT (YOU): A person  participating in a Plan  maintained by an  eligible
organization.
 
PLAN(S): Tax-deferred annuity plans established under Section 403(b) of the Code
for  employees  of public  school systems  and certain  tax-exempt organizations
(Section 501(c)(3) organizations),  and defined  contribution plans  established
under Section 401(a) of the Code.
 
- --------------------------------------------------------------------------------
                                DEFINITIONS - 1
<PAGE>
PURCHASE PAYMENT(S): The gross payment(s) made to the Company under a Contract.
 
PURCHASE  PAYMENT  PERIODS:  For "Installment  Purchase  Payment  Accounts," the
period of time for  completion of the  agreed upon annual  number and amount  of
Purchase  Payments. For example,  if it is determined  that the Purchase Payment
Period will consist of 12 payments per  year and only 11 payments are made,  the
Purchase  Payment Period is not completed  until the twelfth Purchase Payment is
made.
 
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.
 
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.
 
- --------------------------------------------------------------------------------
                                DEFINITIONS - 2
<PAGE>
                               PROSPECTUS SUMMARY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
CONTRACTS OFFERED
 
    The Contracts described in this Prospectus are group and individual deferred
variable  annuity contracts issued  by Aetna Life  Insurance and Annuity Company
(the "Company"). The  purpose of  the Contract is  to accumulate  values and  to
provide  benefits upon retirement. The Contracts are available for public school
systems and  certain  tax-exempt  (Section 501(c)(3))  organizations  for  their
employees   under  Section  403(b)  of  the  Code,  and  for  qualified  defined
contribution plans under Section 401(a) of the Code.
 
CONTRACT PURCHASE
 
    The Contract may be purchased by eligible organizations on behalf of a group
made up  of  their employees.  The  individual  contracts may  be  purchased  by
individuals  under  Plans  that  permit such  purchase.  Eligible  employees may
participate  in  the  Contract  by  completing  the  Enrollment  Materials   and
submitting them to the Company. Purchase Payments can be applied to the Contract
either  through a lump-sum transfer from a pre-existing plan or through periodic
salary reductions or employer contributions. (See "Purchase.")
 
FREE LOOK PERIOD
 
    Participation under the Contract may be  cancelled within 10 days after  you
receive  the Contract or other document evidencing your interest in the Contract
(or longer if required by state law) by returning it to the Company along with a
written notice of cancellation. Unless state law requires otherwise, 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"), the Fixed Account, 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
charges and an administrative charge), as well as any annual maintenance fee and
premium  and other taxes. The  Funds also incur certain  fees and expenses which
are deducted directly from the Funds. A  deferred sales charge may apply upon  a
full or partial withdrawal of the Account Value. (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 from the  Credited
Interest Options.) (See "Transfers.")
 
- --------------------------------------------------------------------------------
                                  SUMMARY - 1
<PAGE>
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  Company.
Limitations  apply to withdrawals  from the Fixed  Plus Account. Certain charges
may be assessed upon  withdrawal. The withdrawal may  also be subject to  income
tax  and a federal tax penalty. The  Code restricts full and partial withdrawals
in some circumstances. (See "Withdrawals.")
 
    The Contract also  offers certain Additional  Withdrawal Options during  the
Accumulation  Period to persons meeting  certain criteria. Additional Withdrawal
Options are  not available  in  all states  and may  not  be suitable  in  every
situation. (See "Additional Withdrawal Options.")
 
LOANS
 
    Participants  under  Section  403(b) Plans  may  request a  loan  from their
Account Value  at  any  time  during the  Accumulation  Period.  Loans  are  not
available  from  Contracts issued  under  Section 401(a)  Plans.  (See "Contract
Loans.")
 
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. 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 which
may 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 a  20% withholding  for income  tax may  be imposed on
certain withdrawals. (See "Tax Status.")
 
INQUIRIES
 
    Questions, inquiries or requests for additional information can be  directed
to  your  agent or  local  representative, or  you  may contact  the  Company as
follows:
 
<TABLE>
<S>                                   <C>
- -  Write to:                          Aetna Life Insurance and Annuity Company
                                      151 Farmington Avenue
                                      Hartford, Connecticut 06156-1277
                                      Attention: Customer Service
 
 (For AetnaPlus Contracts)
 
- -  Call Customer Service:             1-800-525-4225 (for automated transfers or
                                      changes in the allocation of
                                      Account Values, call: 1-800-262-3862)
</TABLE>
 
- --------------------------------------------------------------------------------
                                  SUMMARY - 2
<PAGE>
                                   FEE TABLE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
This Fee Table describes  the various 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." No  sales charge is
paid upon  purchase  of the  Contract.  All costs  that  are borne  directly  or
indirectly  under the Subaccounts  and Funds are shown  below. Some expenses may
vary as explained under "Charges and  Deductions." Charges shown 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.
 
DIRECT CHARGES. These charges are deducted directly from the Account Value. They
include:
 
     DEFERRED  SALES  CHARGE.  The  deferred  sales  charge  is  deducted  as  a
     percentage  of  the amount  withdrawn. The  total  amount deducted  for the
     deferred sales charge will not exceed  8.5% of the total Purchase  Payments
     applied  to  the  Account.  The  amount of  the  deferred  sales  charge is
     calculated as follows:
 
<TABLE>
<CAPTION>
       INSTALLMENT PURCHASE PAYMENT ACCOUNTS
                                          DEFERRED
                                            SALES
PURCHASE PAYMENT                           CHARGE
PERIODS COMPLETED                         DEDUCTION
- ----------------------------------------  ---------
<S>                                       <C>
Less than 5                                    5%
5 or more but less than 7                      4%
7 or more but less than 9                      3%
9 or more but less than 10                     2%
more than 10                                   0%
</TABLE>
 
<TABLE>
<CAPTION>
         SINGLE PURCHASE PAYMENT ACCOUNTS
                                          DEFERRED
                                            SALES
ACCOUNT YEARS                              CHARGE
COMPLETED                                 DEDUCTION
- ----------------------------------------  ---------
<S>                                       <C>
Less than 5                                    5%
5 or more but less than 6                      4%
6 or more but less than 7                      3%
7 or more but less than 8                      2%
8 or more but less than 9                      1%
9 or more                                      0%
</TABLE>
 
<TABLE>
<S>                                                                     <C>
ANNUAL CONTRACT MAINTENANCE FEE Installment Purchase Payment            $   20.00
Accounts..............................................................
                              Single Purchase Payment Accounts........  $    0.00
The maintenance fee will generally be deducted annually from each
Account during the Accumulation Period. The amount of the maintenance
fee may be reduced or eliminated for group Contracts. The amount shown
is the MAXIMUM maintenance fee that can be deducted under the
Contract.
</TABLE>
 
INDIRECT CHARGES. 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.........................................      0.00%
We currently do not impose an Administrative Expense Charge. However,
we reserve the right to deduct a daily charge from the Subaccounts,
equivalent on an annual basis to not more than 0.25%.
                                                                        ---------
TOTAL SEPARATE ACCOUNT CHARGES........................................      1.25%
                                                                        ---------
                                                                        ---------
</TABLE>
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 1
<PAGE>
ANNUAL EXPENSES OF THE FUNDS
 
The following table illustrates the advisory fees and other expenses  applicable
to  the Funds. Except  as noted, these  figures are a  percentage of each Fund's
average net assets  and are based  on figures  for the year  ended December  31,
1995.  A  Fund's  "Other Expenses"  include  operating  costs of  the  Fund. The
expenses shown below are  reflected in the  Fund's net asset  value and are  not
deducted from the Account Value under the Contract.
 
<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%
 Aetna Ascent Variable Portfolio(2)           0.50%            0.15%          0.65%
 Aetna Crossroads Variable Portfolio(2)       0.50%            0.15%          0.65%
 Aetna Legacy Variable Portfolio(2)           0.50%            0.15%          0.65%
 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 Contrafund
  Portfolio(4)                                0.61%            0.11%          0.72%
 Fidelity VIP Equity-Income Portfolio         0.51%            0.10%          0.61%
 Fidelity VIP Growth Portfolio                0.61%            0.09%          0.70%
 Fidelity VIP Overseas Portfolio              0.76%            0.15%          0.91%
 Franklin Government Securities
  Trust(5)                                    0.63%            0.13%          0.76%
 Janus Aspen Aggressive Growth
  Portfolio(6)                                0.75%            0.11%          0.86%
 Janus Aspen Balanced Portfolio(6)            0.82%            0.55%          1.37%
 Janus Aspen Flexible Income Portfolio        0.65%            0.42%          1.07%
 Janus Aspen Growth Portfolio(6)              0.65%            0.13%          0.78%
 Janus Aspen Short-Term Bond
  Portfolio(6)                                0.00%            0.70%          0.70%
 Janus Aspen Worldwide Growth
  Portfolio(6)                                0.68%            0.22%          0.90%
 Lexington Natural Resources Trust            1.00%            0.47%          1.47%
 Neuberger & Berman Growth Portfolio(7)       0.84%            0.10%          0.94%
 Scudder International Portfolio Class
  A Shares                                    0.88%            0.20%          1.08%
 TCI Growth(8)                                1.00%            0.00%          1.00%
</TABLE>
 
- --------------------------
(1) Certain  of  the  unaffiliated  Fund  advisers  reimburse  the  Company  for
    administrative costs incurred in connection with administering the Funds  as
    variable  funding options under the  Contract. These reimbursements are paid
    out of the investment advisory fees and are not charged to investors.
(2) 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 reduction  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
    0.73% for the Contrafund Portfolio.
(5) The Fund's  expenses  were  voluntarily reduced  by  the  Fund's  investment
    adviser. Absent such reimbursement, the other expenses and total expenses of
    the  Fund would  have been  3.07% and  3.92%, respectively.  The Adviser can
    terminate this voluntary waiver at any time in its sole discretion.
(6) The information for each Portfolio is net of fee waivers or reductions  from
    Janus  Capital.  Fee  reductions  for  the  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.
(7) Neuberger and Berman Advisers Management Trust (the "Trust") is divided into
    portfolios  ("Portfolios"), each of which invests  all of its net investable
    assets in  a corresponding  series ("Series")  of Advisers  Managers  Trust.
    Expenses in the table reflect expenses of
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 2
<PAGE>
    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.)
(8) 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.
 
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.
 
The following  Examples  illustrate  the  expenses that  would  have  been  paid
assuming  a $1,000 investment in the Contract and a 5% return on assets. For the
purposes of these Examples,  the maximum maintenance fee  of $20.00 that can  be
deducted  under the Contract has been converted  to a percentage of assets equal
to 0.085%.
 
<TABLE>
<CAPTION>
                                                         EXAMPLE A                               EXAMPLE B
                                           -------------------------------------   -------------------------------------
                                           IF YOU WITHDRAW  YOUR ENTIRE  ACCOUNT   IF  YOU DO NOT  WITHDRAW YOUR ACCOUNT
                                           VALUE  AT  THE  END  OF  THE  PERIODS   VALUE, OR IF YOU ANNUITIZE AT THE END
                                           SHOWN,  YOU  WOULD PAY  THE FOLLOWING   OF THE PERIODS  SHOWN, YOU WOULD  PAY
                                           EXPENSES,  INCLUDING  ANY  APPLICABLE   THE FOLLOWING  EXPENSES (NO  DEFERRED
                                           DEFERRED SALES CHARGE:                  SALES CHARGE IS REFLECTED):*
                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS   1 YEAR   3 YEARS   5 YEARS   10 YEARS
                                           ------   -------   -------   --------   ------   -------   -------   --------
 <S>                                       <C>      <C>       <C>       <C>        <C>      <C>       <C>       <C>
 Aetna Variable Fund                         $68      $107      $148      $195       $17      $52       $ 89      $195
 Aetna Income Shares                         $69      $108      $149      $197       $17      $53       $ 90      $197
 Aetna Variable Encore Fund                  $69      $108      $150      $199       $17      $53       $ 92      $199
 Aetna Investment Advisers Fund, Inc.        $69      $108      $149      $197       $17      $53       $ 90      $197
 Aetna Ascent Variable Portfolio             $72      $117      $165      $231       $20      $62       $107      $231
 Aetna Crossroads Variable Portfolio         $72      $117      $165      $231       $20      $62       $107      $231
 Aetna Legacy Variable Portfolio             $72      $117      $165      $231       $20      $62       $107      $231
 Alger American Growth Portfolio             $74      $123      $175      $252       $22      $68       $117      $252
 Alger American Small Cap Portfolio          $74      $125      $178      $259       $23      $70       $121      $259
 Calvert Responsibly Invested Balanced
  Portfolio                                  $73      $122      $174      $250       $22      $68       $116      $250
 Fidelity VIP II Contrafund Portfolio        $72      $119      $168      $238       $21      $64       $111      $238
 Fidelity VIP Equity-Income Portfolio        $71      $116      $163      $227       $20      $61       $105      $227
 Fidelity VIP Growth Portfolio               $72      $118      $167      $236       $21      $64       $110      $236
 Fidelity VIP Overseas Portfolio             $74      $124      $178      $258       $23      $70       $120      $258
 Franklin Government Securities Trust        $73      $120      $170      $243       $21      $66       $113      $243
 Janus Aspen Aggressive Growth Portfolio     $74      $123      $175      $253       $22      $69       $118      $253
 Janus Aspen Balanced Portfolio              $79      $138      $199      $304       $27      $84       $143      $304
 Janus Aspen Flexible Income Portfolio       $76      $129      $185      $274       $24      $75       $128      $274
 Janus Aspen Growth Portfolio                $73      $121      $171      $245       $21      $66       $114      $245
 Janus Aspen Short-Term Bond Portfolio       $72      $118      $167      $236       $21      $64       $110      $236
 Janus Aspen Worldwide Growth Portfolio      $74      $124      $177      $257       $23      $70       $120      $257
 Lexington Natural Resources Trust           $79      $140      $204      $313       $28      $87       $148      $313
 Neuberger & Berman Growth Portfolio         $74      $125      $179      $261       $23      $71       $122      $261
 Scudder International Portfolio Class A
  Shares                                     $76      $129      $186      $275       $24      $75       $129      $275
 TCI Growth                                  $75      $127      $182      $267       $24      $73       $125      $267
</TABLE>
 
- --------------------------
* This  Example  would not  apply if  a nonlifetime  variable annuity  option is
  selected, and a  lump sum  settlement is  requested within  three years  after
  annuity  payments  start since  the  lump sum  payment  will be  treated  as a
  withdrawal during the Accumulation Period and will be subject to any  deferred
  sales charge that would then apply. (Refer to Example A.)
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 3
<PAGE>
                        CONDENSED FINANCIAL INFORMATION
                              AETNA PLUS CONTRACTS
   (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 SEPARATE ACCOUNT,  WHICH FINANCIAL STATEMENTS  HAVE
BEEN  AUDITED  BY KPMG  PEAT MARWICK  LLP,  INDEPENDENT AUDITORS.  THE FINANCIAL
STATEMENTS AS OF AND FOR  THE YEAR ENDED DECEMBER  31, 1995 AND THE  INDEPENDENT
AUDITORS'   REPORT  THEREON,  ARE  INCLUDED   IN  THE  STATEMENT  OF  ADDITIONAL
INFORMATION.
<TABLE>
<CAPTION>
                                      1995           1994           1993           1992           1991
                                  ------------   ------------   ------------   ------------   ------------
 
AETNA VARIABLE FUND
<S>                               <C>            <C>            <C>            <C>            <C>
Value at beginning of period           $10.778        $11.020        $10.454        $97.165        $77.845
Value at end of period                 $14.077        $10.778        $11.020        $10.454(2)      $97.165
Increase (decrease) in value of
 accumulation unit(1)                    30.61%         (2.20)%         5.41%             (2)       24.82%
Number of accumulation units
 outstanding at end of period      188,964,022    114,733,035     44,166,470         21,250     20,948,226
 
AETNA INCOME SHARES
Value at beginning of period           $10.360        $10.905        $10.068        $36.789        $31.192
Value at end of period                 $12.098        $10.360        $10.905        $10.068(3)      $36.789
Increase (decrease) in value of
 accumulation unit(1)                    16.78%         (5.00)%         8.31%             (3)        17.94%
Number of accumulation units
 outstanding at end of period       21,379,976     11,713,354      4,084,142          3,870      7,844,412
 
AETNA VARIABLE ENCORE FUND
Value at beginning of period           $10.528        $10.241        $10.048        $33.812        $32.138
Value at end of period                 $11.026        $10.528        $10.241        $10.048(4)      $33.812
Increase (decrease) in value of
 accumulation unit(1)                     4.73%          2.80%          1.92%             (4)         5.21%
Number of accumulation units
 outstanding at end of period       12,999,680      7,673,528      2,766,044            825      8,430,082
 
AETNA INVESTMENT ADVISERS
 FUND, INC.
Value at beginning of period           $10.868        $11.057        $10.189        $12.736        $10.896
Value at end of period                 $13.673        $10.868        $11.057        $10.189(6)      $12.736
Increase (decrease) in value of
 accumulation unit(1)                    25.81%         (1.71)%         8.52%             (6)        16.89%
Number of accumulation units
 outstanding at end of period       38,152,395     23,139,604     11,368,365         11,508     22,898,099
 
AETNA ASCENT VARIABLE PORTFOLIO
Value at beginning of period           $10.000(7)
Value at end of period                 $10.673
Increase (decrease) in value of
 accumulation unit(1)                     6.73%
Number of accumulation units
 outstanding at end of period          393,053
 
AETNA CROSSROADS VARIABLE PORTFOLIO
Value at beginning of period           $10.000(7)
Value at end of period                 $10.612
Increase (decrease) in value of
 accumulation unit(1)                     6.12%
Number of accumulation units
 outstanding at end of period          294,673
 
AETNA LEGACY VARIABLE PORTFOLIO
Value at beginning of period           $10.000(7)
Value at end of period                 $10.580
Increase (decrease) in value of
 accumulation unit(1)                     5.80%
Number of accumulation units
 outstanding at end of period          143,637
 
<CAPTION>
                                      1990           1989           1988           1987           1986
                                  ------------   ------------   ------------   ------------   ------------
AETNA VARIABLE FUND
<S>                               <C>            <C>            <C>            <C>            <C>
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(5)
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
AETNA ASCENT VARIABLE 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
AETNA CROSSROADS VARIABLE PORTFO
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
AETNA LEGACY VARIABLE 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 - 1
<PAGE>
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                      1995           1994           1993           1992
                                  ------------   ------------   ------------   ------------
ALGER AMERICAN GROWTH PORTFOLIO
<S>                               <C>            <C>            <C>            <C>            <C>
Value at beginning of period           $10.000(7)
Value at end of period                 $10.157
Increase (decrease) in value of
 accumulation unit(1)                     1.57%
Number of accumulation units
 outstanding at end of period        2,832,440
 
ALGER AMERICAN SMALL CAP
 PORTFOLIO
Value at beginning of period           $ 9.437        $ 9.959        $10.000(8)
Value at end of period                 $13.450        $ 9.437        $ 9.959
Increase (decrease) in value of
 accumulation unit(1)                    42.52%         (5.24)%        (0.41)%
Number of accumulation units
 outstanding at end of period       15,036,765      6,339,407        781,836
 
CALVERT RESPONSIBLY INVESTED
 BALANCED PORTFOLIO*
Value at beginning of period           $10.554        $11.036        $10.278        $10.000(9)
Value at end of period                 $13.527        $10.554        $11.036        $10.278
Increase (decrease) in value of
 accumulation unit(1)                    28.17%         (4.37)%         7.37%          2.78%
Number of accumulation units
 outstanding at end of period          966,098        521,141        144,168          2,556
 
FIDELITY VIP II CONTRAFUND PORTFOLIO
Value at beginning of period           $10.000(7)
Value at end of period                 $10.397
Increase (decrease) in value of
 accumulation unit(1)                     3.97%
Number of accumulation units
 outstanding at end of period        2,116,732
 
FIDELITY VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period           $10.000(7)
Value at end of period                 $11.092
Increase (decrease) in value of
 accumulation unit(1)                    10.92%
Number of accumulation units
 outstanding at end of period        1,660,304
 
FIDELITY VIP GROWTH PORTFOLIO
Value at beginning of period           $10.000(7)
Value at end of period                 $10.066
Increase (decrease) in value of
 accumulation unit(1)                     0.66%
Number of accumulation units
 outstanding at end of period        1,833,794
 
FIDELITY VIP OVERSEAS PORTFOLIO
Value at beginning of period           $10.000(7)
Value at end of period                 $ 9.961
Increase (decrease) in value of
 accumulation unit(1)                    (0.39)%
Number of accumulation units
 outstanding at end of period          196,090
 
FRANKLIN GOVERNMENT SECURITIES
 TRUST
Value at beginning of period           $10.119        $10.642        $10.008        $10.000(9)
Value at end of period                 $11.762        $10.119        $10.642        $10.008
Increase (decrease) in value of
 accumulation unit(1)                    16.24%         (4.91)%         6.33%          0.08%
Number of accumulation units
 outstanding at end of period          717,760        325,365        167,137          5,559
 
<CAPTION>
ALGER AMERICAN GROWTH PORTFOLIO
<S>                               <C>            <C>            <C>            <C>            <C>
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
ALGER AMERICAN SMALL CAP
 PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
CALVERT RESPONSIBLY INVESTED
 BALANCED PORTFOLIO*
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
FIDELITY VIP II CONTRAFUND PORTF
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 PORTF
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
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
                                  ------------   ------------   ------------   ------------
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
<S>                               <C>            <C>            <C>            <C>            <C>
Value at beginning of period           $10.581        $10.000(10)
Value at end of period                 $13.322        $10.581
Increase (decrease) in value of
 accumulation unit(1)                   25.91%           5.81%
Number of accumulation units
 outstanding at end of period        4,887,060        753,862
 
JANUS ASPEN BALANCED PORTFOLIO
Value at beginning of period           $10.000(7)
Value at end of period                 $10.850
Increase (decrease) in value of
 accumulation unit(1)                     8.50%
Number of accumulation units
 outstanding at end of period           93,304
 
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period           $ 9.873        $10.000(10)
Value at end of period                 $12.077        $ 9.873
Increase (decrease) in value of
 accumulation unit(1)                    22.33%         (1.27)%
Number of accumulation units
 outstanding at end of period          315,361         28,543
 
JANUS ASPEN GROWTH PORTFOLIO
Value at beginning of period           $10.000(7)
Value at end of period                 $10.870
Increase (decrease) in value of
 accumulation unit(1)                     8.70%
Number of accumulation units
 outstanding at end of period          259,196
 
JANUS ASPEN SHORT-TERM BOND PORTFOLIO
Value at beginning of period           $10.000(7)
Value at end of period                 $10.323
Increase (decrease) in value of
 accumulation unit(1)                     3.23%
Number of accumulation units
 outstanding at end of period           32,696
 
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
Value at beginning of period           $10.000(7)
Value at end of period                 $10.877
Increase (decrease) in value of
 accumulation unit(1)                     8.77%
Number of accumulation units
 outstanding at end of period        1,036,040
 
LEXINGTON NATURAL RESOURCES TRUST
Value at beginning of period           $10.154        $10.877        $ 9.832        $10.000(9)
Value at end of period                 $11.720        $10.154        $10.877        $ 9.832
Increase (decrease) in value of
 accumulation unit(1)                    15.42%         (6.65)%        10.63%         (1.68)%
Number of accumulation units
 outstanding at end of period          711,892        703,676        135,614            561
 
NEUBERGER & BERMAN GROWTH PORTFOLIO
Value at beginning of period           $11.026        $11.747        $10.864        $10.000(9)
Value at end of period                 $14.345        $11.026        $11.747        $10.864
Increase (decrease) in value of
 accumulation unit(1)                    30.10%         (6.14)%         8.13%          8.64%
Number of accumulation units
 outstanding at end of period        3,331,218      1,865,104        546,559         10,645
 
SCUDDER INTERNATIONAL PORTFOLIO CLASS A SHARES
Value at beginning of period           $12.687        $12.957        $ 9.578        $10.000(9)
Value at end of period                 $13.923        $12.687        $12.957        $ 9.578
Increase (decrease) in value of
 accumulation unit(1)                     9.74%         (2.08)%        35.28%         (4.22)%
Number of accumulation units
 outstanding at end of period        7,323,208      6,558,946      1,020,233          5,232
 
<CAPTION>
JANUS ASPEN AGGRESSIVE GROWTH PO
<S>                               <C>            <C>            <C>            <C>            <C>
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
JANUS ASPEN FLEXIBLE INCOME PORT
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 PORT
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 POR
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 TRUS
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
NEUBERGER & BERMAN GROWTH PORTFO
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
SCUDDER INTERNATIONAL 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 - 3
<PAGE>
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                      1995           1994           1993           1992
                                  ------------   ------------   ------------   ------------
TCI GROWTH
<S>                               <C>            <C>            <C>            <C>            <C>
Value at beginning of period           $11.781        $12.069        $10.692        $10.000(9)
Value at end of period                 $15.253        $11.781        $12.069        $10.692
Increase (decrease) in value of
 accumulation unit(1)                    29.47%         (2.39)%        12.88%          6.92%
Number of accumulation units
 outstanding at end of period       21,986,645     12,853,828      3,667,821          2,254
 
<CAPTION>
TCI GROWTH
<S>                               <C>            <C>            <C>            <C>            <C>
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>
 
 (1) The above figures are calculated by subtracting the beginning  Accumulation
     Unit  value from the ending Accumulation Unit value during a calendar year,
     and dividing the  result by  the beginning Accumulation  Unit value.  These
     figures  do  not reflect  the deferred  sales charges  or the  fixed dollar
     annual maintenance fee, if any. Inclusion of these charges would reduce the
     investment results shown.
 
 (2) The Accumulation Unit  value was converted  to $10.000 on  August 21,  1992
     upon  the commencement of a new administrative system. Immediately prior to
     that date, the Accumulation Unit value of the Fund was $97.817. On the date
     of conversion, additional units were issued so that account values were not
     changed as  a  result of  the  conversion.  The percentage  change  in  the
     Accumulation  Unit value  from the  beginning of  the year  to the  date of
     conversion was 0.67%; the percentage change in the Accumulation Unit  value
     from the date of conversion to the end of the year was 4.54%.
 
 (3) The  Accumulation Unit  value was converted  to $10.000 on  August 21, 1992
     upon the commencement of a new administrative system. Immediately prior  to
     that date, the Accumulation Unit value of the Fund was $38.521. On the date
     of conversion, additional units were issued so that account values were not
     changed  as  a  result of  the  conversion.  The percentage  change  in the
     Accumulation Unit  value from  the beginning  of the  year to  the date  of
     conversion  was 4.70%; the percentage change in the Accumulation Unit value
     from the date of conversion to the end of the year was 0.68%.
 
 (4) The Accumulation Unit  value was converted  to $10.000 on  August 21,  1992
     upon  the commencement of a new administrative system. Immediately prior to
     that date, the Accumulation Unit value of the Fund was $34.397. On the date
     of conversion, additional units were issued so that account values were not
     changed as  a  result of  the  conversion.  The percentage  change  in  the
     Accumulation  Unit value  from the  beginning of  the year  to the  date of
     conversion was 1.73%; the percentage change in the Accumulation Unit  value
     from the date of conversion to the end of the year was 0.48%.
 
 (5) The  initial Accumulation Unit value was established at $10.000 on June 23,
     1989, the date on which the Fund commenced operations.
 
 (6) The Accumulation Unit  value was converted  to $10.000 on  August 21,  1992
     upon  the commencement of a new administrative system. Immediately prior to
     that date, the Accumulation Unit value of the Fund was $13.118. On the date
     of conversion, additional units were issued so that account values were not
     changed as  a  result of  the  conversion.  The percentage  change  in  the
     Accumulation  Unit value  from the  beginning of  the year  to the  date of
     conversion was 2.99%; the percentage change in the Accumulation Unit  value
     from the date of conversion to the end of the year was 1.89%.
 
 (7) 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.
 
 (8) The initial Accumulation Unit value was established at $10.000 on September
     17, 1993,  the date  on  which the  Portfolio  became available  under  the
     Contract.
 
 (9) The  initial Accumulation Unit  value was established  at $10.000 on August
     21, 1992, the date on which  the Fund/Portfolio became available under  the
     Contract.
 
 (10) The  initial  Accumulation Unit  value was  established at  $10.000 during
      October 1994, when the funds were first received in this option.
 
* Formerly Calvert Socially Responsible Series.
 
- --------------------------------------------------------------------------------
                                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 "separate account" under the 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 of any  other business conducted  by
the  Company. Income, gains or losses of the Separate Account are credited to or
charged against  the assets  of the  Separate Account  without regard  to  other
income,  gains  or losses  of  the Company.  All  obligations arising  under the
Contracts are general corporate obligations of the Company.
 
                               INVESTMENT OPTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
THE FUNDS
 
    Purchase Payments may  be allocated  to one or  more of  the Subaccounts  as
designated  on the Enrollment Materials. In  turn, the Subaccounts invest in the
corresponding Funds at net asset value.
 
    Under group Contracts, the Contract Holder 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. Not all
Funds may be  available in  all jurisdictions, under  all Contracts,  or in  all
Plans.
 
    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)
 
- --------------------------------------------------------------------------------
                                       1
<PAGE>
- -AETNA  INVESTMENT ADVISERS FUND, INC. is a managed fund which seeks to maximize
 investment return consistent with reasonable  safety of principal by  investing
 in  one  or  more  of  the following  asset  classes:  stocks,  bonds  and cash
 equivalents based on the  Company's judgment of which  of those sectors or  mix
 thereof offers the best investment prospects.(1)
 
- -AETNA  GENERATION PORTFOLIOS,  INC.--AETNA ASCENT  VARIABLE PORTFOLIO  seeks to
 provide capital appreciation by allocating  its investments among equities  and
 fixed  income securities. The Portfolio is  managed for investors who generally
 have an investment horizon  exceeding 15 years,  and who have  a high level  of
 risk tolerance.(1)
 
- -AETNA GENERATION PORTFOLIOS, INC.--AETNA CROSSROADS VARIABLE PORTFOLIO seeks to
 provide  total return (i.e., income and capital appreciation, both realized and
 unrealized) by  allocating  its investments  among  equities and  fixed  income
 securities.  The  Portfolio  is managed  for  investors who  generally  have an
 investment horizon exceeding  10 years and  who have a  moderate level of  risk
 tolerance.(1)
 
- -AETNA  GENERATION PORTFOLIOS,  INC.--AETNA LEGACY  VARIABLE PORTFOLIO  seeks to
 provide total return consistent with preservation of capital by allocating  its
 investments  among  equities  and  fixed income  securities.  The  Portfolio is
 managed for investors who generally  have an investment horizon exceeding  five
 years and who have a low level of risk tolerance.(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  in 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--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--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)
 
- -FIDELITY  INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND--GROWTH PORTFOLIO seeks
 capital appreciation  by  investing  mainly  in  common  stocks,  although  its
 investments are not restricted to any one type of security.(4)
 
- -FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUND--OVERSEAS PORTFOLIO seeks
 long-term growth by investing mainly in foreign securities (at least 65% of the
 Fund's  total assets  in securities  of issuers  from at  least three countries
 outside of North America).(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--BALANCED  PORTFOLIO   seeks  long-term  capital  growth,
 consistent with preservation  of capital  and balanced by  current income.  The
 Portfolio    pursues   its   investment    objective   by   investing   40%-60%
 
- --------------------------------------------------------------------------------
                                       2
<PAGE>
 of its  assets  in  equity  securities  selected  primarily  for  their  growth
 potential  and  40%-60%  of  its  assets  in  fixed-income  securities selected
 primarily for their income potential.(6)
 
- -JANUS ASPEN SERIES--FLEXIBLE  INCOME PORTFOLIO  seeks to  obtain maximum  total
 return,  consistent with preservation  of capital. Total  return is expected to
 result from  a combination  of  current income  and capital  appreciation.  The
 Portfolio  invests in  all types  of income  producing securities  and may have
 substantial holdings of  debt securities  rated below  investment grade  (e.g.,
 junk bonds).(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  NATURAL  RESOURCES TRUST  is a  NONDIVERSIFIED portfolio  that seeks
 long-term growth of capital  through investment primarily  in common stocks  of
 companies 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
 (5) Franklin Advisers, Inc.
 (6) Janus Capital Corporation
 (7) Lexington Management Corporation (adviser); Market Systems Research
     Advisors, Inc. (subadviser)
 (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
 
- --------------------------------------------------------------------------------
                                       3
<PAGE>
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. Under group Contracts,
the  Contract Holder 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  receive
  the quoted interest rates, or a market value adjustment (which may be positive
  or negative) will be applied. (See Appendix I.)
 
- - The  Fixed  Account is  a part  of  the Company's  general account.  The Fixed
  Account guarantees a minimum interest rate, as specified in the Contract.  The
  Company may credit higher interest rates from time to time. Transfers from the
  Fixed Account are limited. (See Appendix II.)
 
- - 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 III.)
 
                                    PURCHASE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
CONTRACT AVAILABILITY
 
    The Contracts  are designed  to  fund Plans  adopted  by (1)  public  school
systems  and  certain  tax-exempt (Section  501(c)(3))  organizations  for their
employees  under  Section  403(b)  of  the  Code,  and  (2)  qualified   defined
contribution  plans under Section  401(a) of the Code.  The Contract Holder must
notify the Company of  the applicability of Title  I of the Employee  Retirement
Income  Security Act of 1974 ("ERISA"),  as amended by subsequent law, including
the Retirement Equity Act of 1984, to the Plan.
 
    Eligible participants in the Plan seeking to invest and accumulate money for
retirement can purchase individual interests  in group Contracts, or under  some
Plans,  they may purchase individual Contracts.  The group Contract is generally
owned by the employer  or association, and  individual accounts are  established
for  each Participant. An  individual Contract will be  owned by the Participant
under Plans that permit such purchase.  In both cases, a Participant's  interest
in the Contract is known as his or her "Account."
 
    For  group Contracts  issued in  connection with  Section 403(b)  Plans, the
employer has no right, title or interest in the amounts held under the  Contract
or in the Account; Participants make all elections under the Contract. For group
Contracts  issued in connection  with Section 401(a)  Plans, the Participant has
such  rights  as  are  set  forth  in  the  Plan.  Under  individual  Contracts,
Participants have all contract rights.
 
PURCHASING INTERESTS IN THE CONTRACT
 
    Eligible  organizations  may  acquire  a group  Contract  by  submitting the
appropriate forms to the Company. Once we approve the forms, a group Contract is
issued to the employer or association as the group Contract Holder. Participants
may purchase interests in a group  Contract by submitting an enrollment form  to
the  Company.  For  Plans  that allow  Participants  to  purchase  an individual
contract, Participants will submit an individual application to the Company. The
enrollment forms and individual application are collectively referred to in this
Prospectus as the "Enrollment Materials."
 
    The Company  must  accept or  reject  the Enrollment  Materials  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 the consent of the Participant, or under limited  circumstances,
with  the consent  of the group  Contract Holder.  If we agree  to hold Purchase
Payments for longer  than the five  business days  based on the  consent of  the
 
- --------------------------------------------------------------------------------
                                       4
<PAGE>
group  Contract Holder,  the Purchase  Payments will  be deposited  in the Aetna
Variable Encore Fund Subaccount until the forms are completed.
 
PURCHASE PAYMENTS
 
    Generally, two types of  Purchase Payments may be  made under the  Contract,
and  depending upon  which type  of payment is  made, different  Accounts may be
established for each payment type. Continuing, periodic payments will be  placed
in  "Installment  Purchase  Payment  Accounts."  Lump-sum  transfers  of amounts
accumulated under a pre-existing plan may be placed in "Single Purchase  Payment
Accounts"  in accordance with the Company's procedures and minimums in effect at
the time  of purchase.  The Code  imposes  a maximum  limit on  annual  Purchase
Payments  which may  be excluded  from a  Participant's gross  income. (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 Materials. Changes in such allocation may be  made
in  writing or by telephone transfer.  Allocations must be in whole percentages,
and there may be  limitations on the  number of investment  options that can  be
selected during the Accumulation Period. (See "Transfers.")
 
TRANSFER CREDITS
 
    The  Company may provide a transfer  credit on "transferred assets," subject
to certain conditions and state approvals.  Transferred assets are the value  of
contributions  made on your behalf  under this Plan or  a prior plan before such
amounts are  applied  to  this  Contract.  The  transfer  credit  will  equal  a
percentage  of the transferred assets applied to the Contract that remain in the
Contract after a specified period of time. Once a transfer credit is applied  to
your Contract, all provisions of the Contract apply. This benefit is provided on
a  nondiscriminatory basis. If a transfer credit  is due under the Contract, you
will be provided with additional information specific to the Contract.
 
RIGHT TO CANCEL
 
    Participation  under  the  Contract  may  be  canceled  without  penalty  by
returning  it (or other document evidencing your interest) to the Company with a
written notice of your intent  to cancel. In most states,  you have ten days  to
exercise  this right; some states  allow you a longer  free-look period. When we
receive your request for cancellation, we will return your Account Value, unless
the laws of the state  in which the Contract was  issued require that we  return
the initial Purchase Payment (if greater than the Account Value). In states that
do  not require a  return of Purchase  Payments, you bear  the entire investment
risk for amounts allocated  among the Subaccounts during  the free look  period.
Account  Values will be determined  as of the next  Valuation Date following our
receipt of your request for cancellation at our Home Office.
 
                             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   administrative
expenses  that exceed  revenues from  the maintenance  fee described  below. 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.
 
- --------------------------------------------------------------------------------
                                       5
<PAGE>
    Under the Contract,  the amount of  the administrative charge  may be of  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.
 
MAINTENANCE FEE
 
    During   the  Accumulation  Period,  the   Company  will  deduct  an  annual
maintenance  fee  from  each  Installment   Purchase  Payment  Account  on   its
anniversary  date. The maintenance fee  is to reimburse the  Company for some of
its administrative expenses relating to the establishment and maintenance of the
Accounts.
 
    The maximum maintenance fee that can be deducted under the Contract is  $20.
However,  under group Contracts the maintenance fee may be reduced or eliminated
depending upon certain  criteria described  below. The maintenance  fee will  be
deducted on a pro rata basis from each Subaccount in which you have an interest.
If  the Account Value is withdrawn, the full maintenance fee will be deducted at
the time of withdrawal.
 
    REDUCTION OR ELIMINATION OF THE MAINTENANCE FEE. Under group Contracts,  the
annual  maintenance fee may be reduced or eliminated under various conditions as
agreed to  by  us and  by  the Contract  Holder  in writing.  Any  reduction  or
elimination   of  the  annual  maintenance   fee  will  reflect  differences  in
administrative costs and services after  taking into consideration factors  such
as the following:
 
- - the  size, characteristics,  and nature  of the group  to which  a Contract is
  issued;
 
- - the level of our anticipated expenses  in administering the Contract, such  as
  billing  for Purchase Payments, producing  periodic reports, providing for the
  direct payment  of Contract  charges  rather than  having them  deducted  from
  Account  Values, and any other factors pertaining  to the level and expense of
  administrative services which will be provided under the Contract.
 
    Any reduction  or  elimination of  maintenance  fees will  not  be  unfairly
discriminatory  against  any  person.  We  will  make  any  reduction  in annual
maintenance fees according to our own rules in effect at the time an application
for a Contract is approved. We reserve the right to change these rules from time
to time.
 
DEFERRED SALES CHARGE
 
    Withdrawals of all or  a portion of  the Account Value may  be subject to  a
deferred  sales charge. The deferred sales charge is a percentage of the amounts
withdrawn  from  the   Subaccounts,  the  Fixed   Account  and  the   Guaranteed
Accumulation  Account.  No  deferred  sales  charge  is  deducted  from  amounts
withdrawn from the Fixed Plus Account.
 
    For Installment  Purchase Payment  Accounts, the  deferred sales  charge  is
based  on the number of completed  Purchase Payment Periods. For Single Purchase
Payment Accounts, it is based on the number of Contract Years that have  elapsed
since  the Purchase Payments were made. The  amount of the deferred sales charge
is determined in accordance with the schedule set forth in the following tables:
 
<TABLE>
<CAPTION>
       INSTALLMENT PURCHASE PAYMENT ACCOUNTS:
                                           DEFERRED
                                             SALES
 PURCHASE PAYMENT                           CHARGE
 PERIODS COMPLETED                         DEDUCTION
 ----------------------------------------  ---------
 <S>                                       <C>
 Less than 5                                    5%
 5 or more but less than 7                      4%
 7 or more but less than 9                      3%
 9 or more but less than 10                     2%
 more than 10                                   0%
</TABLE>
 
<TABLE>
<CAPTION>
          SINGLE PURCHASE PAYMENT ACCOUNTS:
                                           DEFERRED
                                             SALES
 ACCOUNT YEARS                              CHARGE
 COMPLETED                                 DEDUCTION
 ----------------------------------------  ---------
 <S>                                       <C>
 Less than 5                                    5%
 5 or more but less than 6                      4%
 6 or more but less than 7                      3%
 7 or more but less than 8                      2%
 8 or more but less than 9                      1%
 9 or more                                      0%
</TABLE>
 
    Generally, if you  transfer the  total account value  under another  similar
annuity  contract issued by the  Company to an Account  under this Contract, the
effective date of the new Account will be the same effective date as your former
contract for the  purpose of  calculating the applicable  deferred sales  charge
under this Contract.
 
- --------------------------------------------------------------------------------
                                       6
<PAGE>
    A deferred sales charge will not be deducted from any portion of the Account
Value if the withdrawal is:
 
- - applied to provide Annuity benefits;
 
- - taken on or after the tenth anniversary of the effective date of the Account;
 
- - paid due to your death before Annuity payments begin;
 
- - made  due to the election of  an Additional Withdrawal Option (see "Additional
  Withdrawal Options");
 
- - paid where  the  Account Value  is  $3,500 or  less  and no  amount  has  been
  withdrawn,  taken as a loan,  or used to purchase  Annuity benefits during the
  prior 12 months; or
 
- - taken from an installment Purchase Payment Account by a Participant who is  at
  least age 59 1/2 and who has completed nine Purchase Payment Periods.
 
    Where the Company is the exclusive variable annuity provider for a Plan, and
the  Plan also offers a 403(b)(7)  custodial arrangement providing retail mutual
funds with only one fund  family where the Company or  one of its affiliates  is
the recordkeeper, the deferred sales charge will also be waived due to:
 
- - the Participant's separation from service with the employer;
 
- - the Participant's financial hardship, as specified in the Code; or
 
- - a  transfer to  a 403(b)(7) option  under the  custodial arrangement described
  above.
 
    The deduction for  the deferred  sales charge will  not exceed  8.5% of  the
total  Purchase  Payments actually  made to  the Account.  The Company  does not
anticipate  that  the   deferred  sales   charge  will  cover   all  sales   and
administrative  expenses which  it incurs in  connection with  the Contract. The
difference will  be covered  by the  general  assets of  the Company  which  are
attributable,  in part, to mortality and expense risk charges under the Contract
described above.
 
    FREE WITHDRAWALS.  For Participants between the  ages of 59 1/2 and 70  1/2,
up  to 10% of  the current Account  Value may be  withdrawn during each calendar
year without imposition of a Deferred Sales Charge. The free withdrawal  applies
only  to the first partial withdrawal in each calendar year. The 10% amount will
be based on the  Account Value calculated on  the Valuation Date next  following
our  receipt of your request for  withdrawal. Any outstanding contract loans are
excluded from the Account Value when calculating the 10% free withdrawal amount.
This provision does not apply to a full withdrawal of the Account, or to partial
withdrawals due to  a default on  a contract loan  (see "Contract Loans").  This
provision  may not be  exercised if SWO is  elected. (See "Additional Withdrawal
Options.")
 
    REDUCTION OR ELIMINATION  OF THE DEFERRED  SALES CHARGE.   For a  particular
plan,  we  may  reduce,  waive  or  eliminate  the  deferred  sales  charge. Any
reduction, waiver or  elimination of  such charges will  reflect differences  or
expected  differences  in  the  amounts  of  unrecovered  distribution  costs or
services of the types  that the charge is  intended to defray. When  considering
whether  to reduce or eliminate such charges or  to grant such a waiver, we will
take into account factors which may include the following:
 
- - the number of participants under the Plan;
 
- - the expected level of assets or cash flow under the Plan;
 
- - the level of agent involvement in sales activities;
 
- - the level of our sales-related expenses;
 
- - the specific distribution provisions under the Plan;
 
- - the Plan's purchase of  one or more other  variable annuity contracts from  us
  and the features of those contracts;
 
- - the level of employer involvement in determining eligibility for distributions
  under the Contract; and
 
- - our assessment of financial risk to the Company relating to surrenders.
 
    Any  reduction, waiver or elimination of  deferred sales charges will not be
unfairly discriminatory against any person.
 
    We may also negotiate  provisions regarding the  deferred sales charge  with
respect  to Contracts  issued to certain  employer groups  or associations which
have negotiated on behalf  of its employees. All  variations in, or  elimination
of,   provisions  regarding  the  deferred  sales  charge  resulting  from  such
negotiations will be offered  uniformly to all employees  within the group.  For
specific  information on fees applicable to your Account, please call the number
listed under the "Inquiries" section.
 
- --------------------------------------------------------------------------------
                                       7
<PAGE>
    We will make  any reduction in  deferred sales charge  according to our  own
rules  in  effect at  the time  an application  for a  Contract is  approved. We
reserve the right to change these rules from time to time.
 
DEFERRED SALES CHARGE SCHEDULE FOR GAA FOR CERTAIN NEW YORK CONTRACTS
 
    The following deferred  sales charge schedule  applies for withdrawals  from
the  GUARANTEED ACCUMULATION ACCOUNT  for group Installment  and Single Purchase
Payment master Contracts that offer such option which are issued after July  29,
1993 in the State of New York. This schedule is based on the number of completed
Account Years for Single and Installment Purchase Payment Contracts as follows:
 
<TABLE>
<CAPTION>
 
                                          DEFERRED
                                            SALES
COMPLETED                                  CHARGE
ACCOUNT YEARS                             DEDUCTION
- ----------------------------------------  ---------
<S>                                       <C>
Less than 3                                    5%
3 or more but less than 4                      4%
4 or more but less than 5                      3%
5 or more but less than 6                      2%
6 or more but less than 7                      1%
7 or more                                      0%
</TABLE>
 
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%. The Company  reserves the right to deduct
premium tax against  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 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  "Purchasing Interests in the  Contract." 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
 
- --------------------------------------------------------------------------------
                                       8
<PAGE>
    (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 on 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 Contract from  one Subaccount  to another. Transfers  between the  Credited
Interest  Options and the Subaccounts are  subject to certain restrictions. (See
Appendices I, II and III.) 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. The minimum transfer amount may not
be  less than $500. However, the total number of investment options that you may
select during  the Accumulation  Period may  be limited,  as set  forth on  your
Enrollment  Materials. 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.")
 
DOLLAR COST AVERAGING PROGRAM
 
    You  may establish  automated transfers  of Account  Values on  a monthly or
quarterly  basis  through  the  Company's  Dollar  Cost  Averaging  Program,  if
available  under your Plan.  Dollar Cost Averaging  is a system  for investing a
fixed amount of money at  regular intervals over a  period of time. Dollar  Cost
Averaging  does not ensure  a profit nor  guarantee against loss  in a declining
market. You should consider your financial ability to continue purchases through
periods of low  price levels.  Please refer to  the "Inquiries"  section of  the
Prospectus Summary which describes how you can obtain further information.
 
                                  WITHDRAWALS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    All  or a portion of  the Account Value may be  withdrawn at any time during
the Accumulation Period, subject  to limitations on  withdrawals from the  Fixed
Plus  Account and to the withdrawal  restrictions under Section 403(b) Contracts
described  below.  To  request  a  withdrawal,  you  must  properly  complete  a
disbursement  form  and send  it  to our  Home  Office. 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 as in one of the following forms:
 
- -FULL  WITHDRAWAL OF AN ACCOUNT: The amount  paid upon a full withdrawal will be
 the Account Value  allocated to  the Subaccounts,  the Guaranteed  Accumulation
 Account  (plus or minus  a market value  adjustment) (see Appendix  I), and the
 Fixed Account, minus any applicable  deferred sales charge and maintenance  fee
 due,  plus the amount available for withdrawal from the Fixed Plus Account (see
 Appendix III).
 
- -PARTIAL WITHDRAWALS (PERCENTAGE): The amount paid will be the percentage of the
 Account Value requested  minus any applicable  deferred sales charge;  however,
 the  amounts available  for withdrawal from  the Fixed Plus  Account is limited
 (see Appendix III).
 
- -PARTIAL WITHDRAWAL  (SPECIFIED DOLLAR  AMOUNT):  The amount  paid will  be  the
 dollar  amount requested. However,  the amount withdrawn  from the Account will
 
- --------------------------------------------------------------------------------
                                       9
<PAGE>
 equal the  amount requested  plus  any applicable  deferred sales  charge.  The
 amount  available for  withdrawal from the  Fixed Plus Account  is limited (see
 Appendix III).
 
    For any partial withdrawal, amounts  will be withdrawn proportionately  from
each  Subaccount or Credited  Interest Option in which  the Account is invested,
unless you  request otherwise  in writing.  All amounts  paid will  be based  on
Account  Values as  of the next  Valuation Date  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.")
 
    WITHDRAWAL RESTRICTIONS FROM 403(B) PLANS. Under Section 403(b) Contracts, a
withdrawal  of salary reduction contributions and earnings on such contributions
is generally prohibited prior to the Participant's death, disability, attainment
of age  59  1/2,  separation  from service  or  financial  hardship.  (See  "Tax
Status.")
 
    RESTRICTIONS  ON WITHDRAWALS UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM.  A
Participant in the Texas  Optional Retirement Program may  not elect to  receive
any  form  of  distribution from  the  Contract before  retirement,  except upon
becoming totally  disabled  or  terminating employment  with  the  Texas  public
institutions  of higher learning. These  restrictions limit the conditions under
which a Participant may exercise  the right to a  full or partial withdrawal  of
Account  Values, and the right to advance the date on which Annuity payments are
to begin. The Company may require verification of eligibility from the  employer
prior  to any distributions from the Contract. These restrictions are imposed by
reason of an opinion of the Texas Attorney General interpreting applicable Texas
law.
 
    RESTRICTIONS ON  WITHDRAWALS  UNDER THE  BALL  STATE UNIVERSITY  PLAN.    In
connection  with  the Ball  State University  Alternate  Pension Plan  only, the
Participant  may   not  withdraw   Account  Values   attributable  to   employer
contributions   and  applicable  earnings  under   the  Alternate  Pension  Plan
("Employer Account Value")  unless the Participant's  employement is  terminated
with  Ball  State  University  due to  the  Participant's  death,  retirement or
separation from service. The Company reserves the right to require  satisfactory
documentation  that the Participant is no longer providing service to Ball State
University before a withdrawal request payable directly to a Participant will be
considered in good order. The Contract Holder may withdraw the Employer  Account
Value without regard to this restriction, and Participants may transfer Employer
Account  Values pursuant  to an  Internal Revenue  Service Revenue  Ruling 90-24
transfer ("90-24  Transfer") without  regard to  this restriction.  No  deferred
sales  charge  will  apply to  the  first  20% of  such  Employer  Account Value
transferred pursuant to a  90-24 Transfer in a  calendar year. This waiver  does
not  apply to a transfer of the full  Employer Account Value pursuant to a 90-24
Transfer.
 
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,  as  well  as any  applicable  maintenance fee  and  any appropriate
portion of any  deferred sales  charge imposed at  the time  of withdrawal.  Any
maintenance fee which falls due after the withdrawal and before the reinvestment
will  be  deducted  from  the amounts  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. See Appendix  I
for  a  discussion  of  amounts  withdrawn from  GAA  and  then  reinvested. The
reinvestment  privilege  may  be  used  only  once.  If  you  are  contemplating
reinvestment,  you should seek  competent advice regarding  the tax consequences
associated with such a transaction.
 
                                 CONTRACT LOANS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    During the Accumulation Period, Participants  in 403(b) Plans may request  a
loan from their Account Value, if allowed by their Plan. Loans can only be taken
from  those  Account  Values held  in  the  Subaccounts or  from  those Credited
Interest Options that allow loans. (See Appendices I, II and III.) A loan may be
obtained by reviewing  and reading  the terms  of the  loan agreement,  properly
completing  a loan request form and submitting  it to the Company's Home Office.
Loans are not available from Contracts issued to 401(a) Plans.
 
- --------------------------------------------------------------------------------
                                       10
<PAGE>
                         ADDITIONAL WITHDRAWAL OPTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    The Company offers certain  withdrawal options under  the Contract that  are
not  considered annuity  options ("Additional Withdrawal  Options"). To exercise
these options, your Account Value must  meet the minimum dollar amounts and  age
criteria applicable to that option.
 
    The  Additional Withdrawal  Options currently  available under  the Contract
include the following:
 
- -SWO--SYSTEMATIC WITHDRAWAL OPTION. SWO is a series of partial withdrawals  from
 your Account based on a payment method you select. It is designed for those who
 want  a  periodic income  while  retaining investment  flexibility  for amounts
 accumulated under a Contract. (This  option may not be  elected if you have  an
 outstanding contract loan.)
 
- -ECO--ESTATE  CONSERVATION OPTION. ECO offers the same investment flexibility as
 SWO but is designed for those who want to receive only the minimum distribution
 that the Code requires each year. Under ECO, the Company calculates the minimum
 distribution amount required by law at age 70 1/2 (or retirement, if later, for
 governmental or church plans), and pays you that amount once a year. (See  "Tax
 Status.")
 
    Other  Additional  Withdrawal  Options  may  be  added  from  time  to time.
Additional information relating to any of the Additional Withdrawal Options  may
be  obtained from  your local  representative or  from the  Company at  its Home
Office.
 
    If you select one of the Additional Withdrawal Options, you will retain  all
of   the  rights  and  flexibility  permitted  under  the  Contract  during  the
Accumulation Period.  Your Account  Value will  continue to  be subject  to  the
charges and deductions described in this Prospectus.
 
    Once  you elect an Additional Withdrawal Option,  you may revoke it any time
by submitting a written request to our  Home Office. Once an option is  revoked,
it  may not be elected again, nor may any other Additional Withdrawal Options be
elected unless  permitted  by  the  Code. The  Company  reserves  the  right  to
discontinue  the  availability  of one  or  all of  these  Additional Withdrawal
Options at any time, and/or to change the terms of future elections.
 
                    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;
 
- - in accordance with any of the Annuity Options available under the Contract; or
 
- - under  any Additional Withdrawal Options available  under the Contract (if the
  Beneficiary is your spouse).
 
    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 we receive 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.
 
    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
 
- --------------------------------------------------------------------------------
                                       11
<PAGE>
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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
ANNUITY PERIOD ELECTIONS
 
    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 a Participant attains age 70 1/2. 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 or
Additional Withdrawal Options. (See "Tax Status.")
 
    At least 30 days prior to the Annuity Date, you must notify us in writing of
the following:
 
- - 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" below.)
 
    Annuity  Payments will not begin until  you have selected an Annuity Option.
Until a  date  and  option  are  elected,  the  Account  will  continue  in  the
Accumulation  Period. If your Plan is subject to ERISA, you must also submit the
appropriate joint and survivor annuity waiver and spousal consent form(s) to us.
Once Annuity Payments  begin, the  Annuity Option may  not be  changed, nor  may
transfers  currently  be  made  among the  investment  option(s)  selected. (See
"Annuity Options" below for more information about transfers during the  Annuity
Period.)
 
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 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 5-30
years. For amounts held
 
- --------------------------------------------------------------------------------
                                       12
<PAGE>
in the Subaccounts, the Guaranteed Accumulation Account or the Fixed 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. However,  any
lump-sum  elected before  three years  of payments  have been  completed will be
treated as  a  withdrawal during  the  Accumulation Period  and  any  applicable
deferred  sales charge will be  assessed. (See "Charges and Deductions--Deferred
Sales Charge.") The  nonlifetime option  is not  available on  a variable  basis
under a Contract which provides for immediate Annuity benefits.
 
    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
 
    DATE  PAYOUTS START.  When payments start, the age of the Annuitant plus the
number of years for  which payments are guaranteed  must not exceed 95.  Annuity
payments  may not  extend beyond (a)  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.
 
    AMOUNT  OF EACH ANNUITY PAYMENT.  The  amount of each payment depends on the
size of  your Account  Value, how  you allocate  it between  fixed and  variable
payouts,  and the  Annuity Option  chosen. No  election may  be made  that would
result in a first Annuity payment of  less than $20 or total yearly 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 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.
 
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                                       13
<PAGE>
    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), and  no deferred sales  charge
will be imposed.
 
    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 our Home Office. 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. Under
Options 2 and 4, such value will be reduced by any payments made after the  date
of death.
 
                                   TAX STATUS
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- --------------------------------------------------------------------------------
 
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 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 Contract is designed for use with Section 403(b) plans and
Section 401(a)  plans.  The  tax  rules  applicable  to  retirement  plans  vary
according to the type of plan and the terms and conditions of the plan.
 
    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, for  governmental
or  church  plans). 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.
 
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                                       14
<PAGE>
Distributions   under   401(a)   Plans,   and   distributions   attributable  to
contributions under Section 403(b) Plans 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. For governmental or church plans, distributions must begin by April
1 of the  calendar year  following the  year 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. For  example, if  you  have
elected  ECO with the calculation based on  your single life expectancy, and the
life expectancy is  recalculated each  year, your  recalculated life  expectancy
becomes  zero in the calendar year following your death and the entire remaining
interest must be  distributed to  your beneficiary by  December 31  of the  year
following your death. However, a spousal beneficiary has certain rollover rights
which can only be exercised in the year of 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, 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 taxed  upon distribution. The Code  has specific rules that
apply,  depending  on   the  type   of  distribution   received,  if   after-tax
contributions were made.
 
    In  general, payments  received by your  beneficiaries after  your death are
taxed in the same manner  as if you had received  those payments, except that  a
limited death benefit exclusion may apply.
 
    Pension  and annuity distributions generally  are subject to withholding for
the recipient's federal income tax liability at rates that vary according to the
type of distribution and the recipient's tax status. Recipients 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  and  Section  501(c)(3)  tax-exempt  organizations  to purchase
annuity contracts for their  employees are generally  excludable from the  gross
income of the employee.
 
    In  order to be  excludable from taxable  income, total annual contributions
made by you  and your employer  cannot exceed either  of two limits  set by  the
Code. The
 
- --------------------------------------------------------------------------------
                                       15
<PAGE>
first  limit,  under  Section  415,  is generally  the  lesser  of  25%  of your
includible compensation or  $30,000. The  second limit, which  is the  exclusion
allowance  under Section  403(b), is usually  calculated according  to a formula
that takes into account your length  of employment and any pretax  contributions
to  certain other retirement plans. These two limits apply to your contributions
as well as to any contributions made  by your employer on your behalf. There  is
an additional limit that specifically limits your salary reduction contributions
to  generally no more than $9,500 annually (subject to indexing); your own limit
may be higher or  lower, depending on certain  conditions. In addition  Purchase
Payments  will be excluded  from a Participant's  gross income only  if the Plan
meets certain non-discrimination requirements.
 
    Section 403(b)(11) restricts the distribution under Section 403(b) contracts
of: (1)  salary  reduction  contributions  made after  December  31,  1988;  (2)
earnings  on those contributions; and (3) earnings during such period on amounts
held as of December 31, 1988. Distribution of those amounts may only occur  upon
death  of  the employee,  attainment  of age  59  1/2, separation  from service,
disability, or financial  hardship. In addition,  income attributable to  salary
reduction contributions may not be distributed in the case of hardship.
 
    If,  pursuant to Revenue  Ruling 90-24, the Company  agrees to accept, under
any of the Contracts covered by this Prospectus, amounts transferred from a Code
Section 403(b)(7)  custodial  account,  such  amounts will  be  subject  to  the
withdrawal restrictions set forth in Code Section 403(b)(7)(A)(ii).
 
    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 includible 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.
 
                                 MISCELLANEOUS
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- --------------------------------------------------------------------------------
 
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.
 
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                                       16
<PAGE>
    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 7% of those Purchase Payments.  The Company may also pay renewal  commissions
on  Purchase  Payments made  after the  first year  and, under  group Contracts,
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--Deferred Sales
Charge."
 
    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  entity  for  certain services  in  connection  with  administering the
Contracts. In both these  circumstances there may be  an understanding that  the
Distributor  or entity 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" 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 returns will reflect the reduction of all recurring charges  during
each  period (e.g., mortality and expense risk charges, annual maintenance fees,
administrative expense  charge  (if  any)  and  any  applicable  deferred  sales
charge).  "Non-standardized  returns" will  be calculated  in a  similar manner,
except that  non-standardized figures  will  not reflect  the deduction  of  any
applicable  deferred sales charge (which would decrease the level of performance
shown if reflected in these calculations). The non-standardized figures may also
include 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.
 
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.  Under group
Contracts, Participants and Annuitants  have a fully  vested (100%) interest  in
the  benefits provided under  the Contract and may  instruct the Contract Holder
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 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.
 
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                                       17
<PAGE>
    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 each Contract Holder or 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.
 
CHANGES IN BENEFICIARY DESIGNATIONS
 
    The designated Beneficiary may be changed  at any time prior to the  Annuity
Date,  subject to limitations  contained in the Code  and other applicable laws.
Such change will  not become  effective until written  notice of  the change  is
received by the Company.
 
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 group 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.
 
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.
 
                                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:
 
<TABLE>
<S>                                                                         <C>
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
</TABLE>
 
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                                       18
<PAGE>
OREGON EDUCATION ASSOCIATION CHOICE PERSONAL BENEFIT TRUST ("OEA TRUST") AND THE
COMPANY'S AGREEMENT
 
    Under  an agreement between the Company and the Oregon Education Association
("OEA") Choice  Personal Benefit  Trust ("OEA  Trust"), the  OEA Trust  endorsed
exclusively the Company's variable annuity for sale to its members as a variable
tax  deferred annuity  and agreed  to provide  administrative assistance  to the
Company to facilitate OEA members' access  to the variable annuity. The  Company
and  OEA recently entered into an agreement that continues OEA Trust's exclusive
endorsement of  the Company's  variable  annuity and  its agreement  to  provide
administrative  assistance  to the  Company. OEA  Trust  assists the  Company by
providing administrative  services to  the  Company, such  as office  space  and
secretarial/clerical  support. In addition, through an OEA Trust employee who is
a registered representative of  an affiliate of the  Company, OEA Trust  assists
the  Company by  advertising the Company  in OEA's  newsletter, facilitating and
coordinating meetings and workshops at  which registered representatives of  the
Company's  affiliate present the annuity to OEA members, and acting as a liaison
between the Company and OEA members.  The Company compensates OEA Trust to  help
it  defray the costs incurred in providing the administrative and other support.
The Company  also reimburses  OEA  Trust for  out-of-pocket travel  and  meeting
expenses  of an OEA Trust employee who is also a registered representative of an
affiliate of the Company. During 1995, the Company compensated OEA Trust no more
than $148,781.  During  1996,  the  Company  expects  to  compensate  OEA  Trust
approximately  $165,000 for providing the services described above. In addition,
during 1996 the Company will make a one-time payment of $50,000 to an OEA  Trust
affiliate  for the development of a  retirement education program to be designed
exclusively for OEA members.
 
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                                       19
<PAGE>
                                   APPENDIX I
                        GUARANTEED ACCUMULATION ACCOUNT
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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, as specified  in
the  Contract. 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,  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  a
deferred  sales  charge and/or  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
 
    Amounts applied to  a Guaranteed  Term during a  deposit period  may not  be
transferred  to any  other funding option  or to another  Guaranteed Term during
that deposit period  or for  90 days  after the  close of  that deposit  period.
Transfers are permitted from Guaranteed Terms of one classification to available
Guaranteed  Terms of another  classification. 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.
 
CONTRACT LOANS
 
    Loans  may not be made  against amounts held in  GAA, although such value is
included in determining the Account Value against which a loan may be made.
 
REINVESTMENT PRIVILEGE
 
    If amounts are withdrawn  from GAA and reinvested,  they will be applied  to
the  current  deposit  period.  Amounts are  proportionately  reinvested  to the
classifications in the same manner as they were allocated before the withdrawal.
Any negative  MVA  amount  applied  to  a withdrawal  is  not  included  in  the
reinvestment.
 
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                                       20
<PAGE>
                                  APPENDIX II
                                 FIXED ACCOUNT
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- --------------------------------------------------------------------------------
 
THE  FOLLOWING  SUMMARIZES MATERIAL  INFORMATION  CONCERNING THE  FIXED ACCOUNT.
AMOUNTS ALLOCATED TO THE FIXED ACCOUNT ARE HELD IN THE COMPANY'S GENERAL ACCOUNT
THAT SUPPORTS GENERAL INSURANCE AND ANNUITY OBLIGATIONS. INTERESTS IN THE  FIXED
ACCOUNT  HAVE NOT BEEN REGISTERED  WITH THE SEC IN  RELIANCE ON EXEMPTIONS UNDER
THE SECURITIES ACT OF 1933, AS  AMENDED. DISCLOSURE IN THE PROSPECTUS  REGARDING
THE  FIXED 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
ACCOUNT HAS NOT BEEN REVIEWED BY THE SEC.
 
    The  Fixed Account  guarantees the  minimum 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
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 Account is available under Installment Purchase Payment contracts only.
 
    Amounts applied to the Fixed Account  will earn the interest rate in  effect
when actually applied to the Fixed Account.
 
    The  Fixed Account will reflect a compound interest rate credited by us. The
interest rate quoted is  an annual effective yield.  We make no deductions  from
the  credited interest  rate for  mortality and  expense risks;  these risks are
considered in determining the credited interest rate.
 
    Under certain emergency conditions, we may defer payment of a Fixed  Account
withdrawal  value (a) for  a period of up  to six months, or  (b) as provided by
federal law.
 
    If a withdrawal is made from the Fixed Account, a deferred sales charge  may
apply. (See "Charges and Deductions-- Deferred Sales Charge.")
 
TRANSFERS AMONG INVESTMENT OPTIONS
 
    Transfers   from  the  Fixed  Account  to  any  other  available  investment
options(s) are allowed in each calendar year during the Accumulation Period. The
amount which may  be transferred may  vary at our  discretion; however, it  will
never  be less than 10% of the amount held under the Fixed Account. Transfers to
the Fixed  Plus Account  (if available  under the  Contract) will  be  permitted
without  regard to this limitation. By notifying  us at our Home Office at least
30 days before Annuity payments begin, you may elect to have amounts which  have
been  accumulating under  the Fixed  Account transferred to  one or  more of the
Subaccounts available  during the  Annuity Period  to provide  variable  Annuity
Payments.
 
CONTRACT LOANS
 
    Loans may be made from Account Values held in the Fixed Account.
 
- --------------------------------------------------------------------------------
                                       21
<PAGE>
                                  APPENDIX III
                               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 on the  tenth Account  Year, we will  credit amounts  held in  the
Fixed  Plus Account with an interest rate that is at least 0.25% higher than the
then-declared interest rate for the Fixed  Plus Accounts for Accounts that  have
not reached their tenth anniversary.
 
FIXED PLUS ACCOUNT WITHDRAWALS
 
    The  amount eligible for partial withdrawal is 20% of the amount held in the
Fixed Plus Account on the day the Company receives a written request at its Home
Office. This 20% amount will be  reduced by any Fixed Plus Account  withdrawals,
transfers,  loan or annuitizations  made in the prior  12 months. In calculating
the 20% limit, we reserve the right to include payments made due to the election
of an Additional Withdrawal Option.
 
    The 20% limit is waived if the partial withdrawal is due to annuitization or
death. The waiver upon death will only  be exercised once and must occur  within
six  months  after  the  Participant's  date of  death.  Any  such  surrender or
annuitization must  also be  made pro  rata from  all Subaccounts  and  Credited
Interest Options available under the Contract.
 
    If a full withdrawal is requested, we will pay any amounts held in the Fixed
Plus Account, with interest, in five annual payments that will be 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, loans
       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,
loans  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    if    a   full    withdrawal    is   made    due    to
 
- --------------------------------------------------------------------------------
                                       22
<PAGE>
(a)  the Participant's  death before  the Annuity Date;  (b) the  election of an
Annuity option; or (c) if the Fixed Plus Account value is $3,500 or less and  no
withdrawals,  transfers, loan or annuitizations have  been made from the Account
within the prior 12 months.
 
TRANSFERS AMONG INVESTMENT OPTIONS
 
    The amount eligible for transfer from the  Fixed Plus Account is 20% of  the
amount held in the Fixed Plus Account on the day we receive a written request at
our  Home Office.  This 20%  amount will  be reduced  by any  Fixed Plus Account
withdrawals, transfers, loans or annuitizations made during the prior 12 months.
In calculating the 20% limit, we reserve the right to include payments made  due
to  the election of any  of the Additional Withdrawal  Options. 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 our Home 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.
 
SWO
 
    The  Systematic Withdrawal Option may not be elected if you have requested a
Fixed Plus Account transfer or withdrawal within the prior 12 month period.
 
CONTRACT LOANS
 
    Loans may be made from  Account Values held in  the Fixed Plus Account.  See
the   loan  agreement  for  a  description  of  the  amount  available  and  the
consequences upon loan default if more than 20% of the Fixed Plus Account  Value
is used for a loan.
 
- --------------------------------------------------------------------------------
                                       23
<PAGE>
                          FOR MASTER APPLICATIONS ONLY
 
    I HEREBY ACKNOWLEDGE RECEIPT OF AN ACCOUNT C GROUP DEFERRED VARIABLE ANNUITY
PROSPECTUS  DATED MAY 1, 1996 FOR  SECTION 403(B) TAX-DEFERRED ANNUITY PLANS, 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.
     75964(S)-2) DATED MAY 1, 1996.
 
- --------------------------------------------------------------------------------
 
                          CONTRACT HOLDER'S SIGNATURE
 
- --------------------------------------------------------------------------------
 
                                      DATE
 
75964-2 (5/96)
 
- --------------------------------------------------------------------------------
<PAGE>



Insurance products offered by:
Aetna Life Insurance and Annuity Company



Securities offered through:
Aetna Investment Services, Inc.
151 Farmington Avenue
Hartford, CT 06156
1-800-525-4225



Visit our home page on the Internet
http://www.aetna.com








[LOGO]

Aetna
Retirement
Services, Inc.




















Printed on recycled paper

75964.OEA-2

<PAGE>

                      VARIABLE ANNUITY ACCOUNT C

            AETNAPLUS - GROUP VARIABLE ANNUITY CONTRACTS FOR
               TAX-DEFERRED ANNUITY PLANS (SECTION 403(b))

            MAY 1, 1996 SUPPLEMENT TO MAY 1, 1996 PROSPECTUS

                           SUBURBAN HOSPITAL

The following is a negotiated provision regarding the deferred sales charge 
applicable to the Suburban Hospital tax-deferred annuity plan. (See "Deferred 
Sales Charge - Reduction or Elimination of the Deferred Sales Charge.")

     In addition to the exceptions listed in this Prospectus for 403(b)
     Plans, no deferred sales charge will be deducted from any Account
     Value which is withdrawn due to the Participant's separation from
     service. (The Contract Holder must submit documentation satisfactory
     to the Company confirming the Participant is no longer providing
     services to the employer.)



Form No. x75964.8-4

<PAGE>

                      VARIABLE ANNUITY ACCOUNT C

         AETNAPLUS - GROUP VARIABLE ANNUITY CONTRACTS FOR TAX-DEFERRED
                  ANNUITY PLANS (SECTION 403(b)) AND
               DEFINED CONTRIBUTION PLANS (SECTION 401(a))

           MAY 1, 1996 SUPPLEMENT TO MAY 1, 1996 PROSPECTUS


                   ST. JOHN'S REGIONAL HEALTH CENTER

The following is a negotiated provision regarding the deferred sales charge 
applicable to the St. John's Regional Health Center tax-deferred annuity 
plan. (See "Deferred Sales Charge - Reduction or Elimination of the Deferred 
Sales Charge.")

     Participants may withdraw up to 10% of the current Account Value
     annually without a deferred sales charge. This applies only to the
     first partial withdrawal in each calendar year. The 10% partial 
     withdrawal amount will be calculated using the Account Value on the
     date of the withdrawal request. This provision is available to all
     Participants up to age 70 1/2 (instead of between the ages of 59 1/2
     and 70 1/2). Any loans outstanding on a 403(b) Account are excluded
     from the Account Value when calculating the 10% partial withdrawal
     amount. This provision is not applicable to a full withdrawal of the
     Account. It is also not applicable to a partial withdrawal due to
     loan defaults.

Form No. x75964.13-7

<PAGE>





                                                                     Prospectus
                                                                       Dated:
                                                                     May 1, 1996




                       VARIABLE
                       ANNUITY
                       ACCOUNT C


                       AETNAPLUS -- Variable Annuity Contracts


                       TAX-DEFERRED ANNUITY PLANS
                       (SECTION 403(b))

                       DEFINED CONTRIBUTION PLANS
                       (SECTION 401(a))










                                       [LOGO]


75964.ACES-2              Aetna Life Insurance and Annuity Company
<PAGE>
                                   PROSPECTUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
This  Prospectus  describes  group  and  individual  deferred  variable  annuity
contracts ("Contracts") issued by Aetna Life Insurance and Annuity Company  (the
"Company").  The Contracts are  available for public  school systems and certain
tax-exempt (Section 501(c)(3)) organizations  for their employees under  Section
403(b)  of  the Internal  Revenue  Code of  1986  as amended  ("Code"),  and for
qualified defined  contribution plans  under Section  401(a) of  the Code.  (See
"Purchase.")
 
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                  - Fidelity VIP Overseas Portfolio
 - Aetna Income Shares                  - Franklin Government Securities
 - Aetna Variable Encore Fund           Trust
 - Aetna Investment Advisers Fund,      - Janus Aspen Aggressive Growth
 Inc.                                   Portfolio
 - Aetna Ascent Variable Portfolio      - Janus Aspen Balanced Portfolio
 - Aetna Crossroads Variable Portfolio  - Janus Aspen Flexible Income
 - Aetna Legacy Variable Portfolio      Portfolio
 - Alger American Growth Portfolio      - Janus Aspen Growth Portfolio
 - Alger American Small Cap Portfolio   - Janus Aspen Short-Term Bond
 - Calvert Responsibly Invested         Portfolio
 Balanced Portfolio                     - Janus Aspen Worldwide Growth
 - Fidelity VIP II Contrafund           Portfolio
 Portfolio                              - Lexington Natural Resources Trust
 - Fidelity VIP Equity-Income           - Neuberger & Berman Growth Portfolio
 Portfolio                              - Scudder International Portfolio
 - Fidelity VIP Growth Portfolio        Class A Shares
                                        - TCI Growth (a Twentieth Century
                                        fund)
 
The Credited Interest  Options currently  available under the  Contract are  the
Guaranteed  Accumulation Account, the Fixed 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  in all  jurisdictions, under all  Contracts or  in all  Plans.
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.  Additional
information about the Separate Account is contained in a Statement of Additional
Information ("SAI") which is available at no charge. The SAI 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 18 of this Prospectus. An
SAI may be obtained by indicating the request on the Enrollment Materials 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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
<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........................................................                   4
PURCHASE.............................................................................                   4
    Contract Availability............................................................                   4
    Purchasing Interests in the Contract.............................................                   4
    Purchase Payments................................................................                   5
    Transfer Credits.................................................................                   5
    Right to Cancel..................................................................                   5
CHARGES AND DEDUCTIONS...............................................................                   5
    Daily Deductions from the Separate Account.......................................                   5
    Maintenance Fee..................................................................                   6
    Deferred Sales Charge............................................................                   6
    Fund Expenses....................................................................                   8
    Premium and Other Taxes..........................................................                   8
CONTRACT VALUATION...................................................................                   8
    Account Value....................................................................                   8
    Accumulation Units...............................................................                   8
    Net Investment Factor............................................................                   8
TRANSFERS............................................................................                   9
    Dollar Cost Averaging Program....................................................                   9
WITHDRAWALS..........................................................................                   9
    Reinvestment Privilege...........................................................                  10
CONTRACT LOANS.......................................................................                  10
ADDITIONAL WITHDRAWAL OPTIONS........................................................                  11
DEATH BENEFIT DURING ACCUMULATION PERIOD.............................................                  11
ANNUITY PERIOD.......................................................................                  12
    Annuity Period Elections.........................................................                  12
    Annuity Options..................................................................                  12
    Annuity Payments.................................................................                  13
    Charges Deducted During the Annuity Period.......................................                  13
    Death Benefit Payable During Annuity Period......................................                  13
TAX STATUS...........................................................................                  14
    Introduction.....................................................................                  14
    Taxation of the Company..........................................................                  14
    Contracts Used with Certain Retirement Plans.....................................                  14
</TABLE>
<PAGE>
<TABLE>
<S>                                                                                    <C>
MISCELLANEOUS........................................................................                  16
    Distribution.....................................................................                  16
    Delay or Suspension of Payments..................................................                  17
    Performance Reporting............................................................                  17
    Voting Rights....................................................................                  17
    Changes in Beneficiary Designations..............................................                  18
    Modification of the Contract.....................................................                  18
    Legal Matters and Proceedings....................................................                  18
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION..................................                  18
APPENDIX I--GUARANTEED ACCUMULATION ACCOUNT..........................................                  19
APPENDIX II--THE FIXED ACCOUNT.......................................................                  20
APPENDIX III--THE FIXED PLUS ACCOUNT.................................................                  21
</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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
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  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.
 
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 in the Enrollment  Materials
who are to receive any death benefit proceeds payable under the Contract.
 
CODE: Internal Revenue Code of 1986, as amended.
 
COMPANY (WE, US): Aetna Life Insurance and Annuity Company.
 
CONTRACT:  The group and individual deferred, variable annuity contracts offered
by this Prospectus.
 
CONTRACT HOLDER:  The person  or entity  to  whom the  Contract is  issued.  The
Contract Holder of a group Contract is usually the employer; the Contract Holder
of an individual Contract is the Participant.
 
CREDITED  INTEREST OPTIONS: The  fixed interest options  under the Contract. The
Credited Interest  Options  currently  consist of  the  Guaranteed  Accumulation
Account,  the  Fixed  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.
 
ENROLLMENT MATERIALS: An application for an individual contract or an enrollment
form for participation under a group contract.
 
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.
 
HOME OFFICE: The Company's principal executive offices located at 151 Farmington
Avenue, Hartford, Connecticut 06156.
 
PARTICIPANT (YOU): A person  participating in a Plan  maintained by an  eligible
organization.
 
PLAN(S): Tax-deferred annuity plans established under Section 403(b) of the Code
for  employees  of public  school systems  and certain  tax-exempt organizations
(Section 501(c)(3) organizations),  and defined  contribution plans  established
under Section 401(a) of the Code.
 
- --------------------------------------------------------------------------------
                                DEFINITIONS - 1
<PAGE>
PURCHASE PAYMENT(S): The gross payment(s) made to the Company under a Contract.
 
PURCHASE  PAYMENT  PERIODS:  For "Installment  Purchase  Payment  Accounts," the
period of time for  completion of the  agreed upon annual  number and amount  of
Purchase  Payments. For example,  if it is determined  that the Purchase Payment
Period will consist of 12 payments per  year and only 11 payments are made,  the
Purchase  Payment Period is not completed  until the twelfth Purchase Payment is
made.
 
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.
 
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.
 
- --------------------------------------------------------------------------------
                                DEFINITIONS - 2
<PAGE>
                               PROSPECTUS SUMMARY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
CONTRACTS OFFERED
 
    The Contracts described in this Prospectus are group and individual deferred
variable  annuity contracts issued  by Aetna Life  Insurance and Annuity Company
(the "Company"). The  purpose of  the Contract is  to accumulate  values and  to
provide  benefits upon retirement. The Contracts are available for public school
systems and  certain  tax-exempt  (Section 501(c)(3))  organizations  for  their
employees   under  Section  403(b)  of  the  Code,  and  for  qualified  defined
contribution plans under Section 401(a) of the Code.
 
CONTRACT PURCHASE
 
    The Contract may be purchased by eligible organizations on behalf of a group
made up  of  their employees.  The  individual  contracts may  be  purchased  by
individuals  under  Plans  that  permit such  purchase.  Eligible  employees may
participate  in  the  Contract  by  completing  the  Enrollment  Materials   and
submitting them to the Company. Purchase Payments can be applied to the Contract
either  through a lump-sum transfer from a pre-existing plan or through periodic
salary reductions or employer contributions. (See "Purchase.")
 
FREE LOOK PERIOD
 
    Participation under the Contract may be  cancelled within 10 days after  you
receive  the Contract or other document evidencing your interest in the Contract
(or longer if required by state law) by returning it to the Company along with a
written notice of cancellation. Unless state law requires otherwise, 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"), the Fixed Account, 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
charges and an administrative charge), as well as any annual maintenance fee and
premium  and other taxes. The  Funds also incur certain  fees and expenses which
are deducted directly from the Funds. A  deferred sales charge may apply upon  a
full or partial withdrawal of the Account Value. (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 from the  Credited
Interest Options.) (See "Transfers.")
 
- --------------------------------------------------------------------------------
                                  SUMMARY - 1
<PAGE>
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  Company.
Limitations  apply to withdrawals  from the Fixed  Plus Account. Certain charges
may be assessed upon  withdrawal. The withdrawal may  also be subject to  income
tax  and a federal tax penalty. The  Code restricts full and partial withdrawals
in some circumstances. (See "Withdrawals.")
 
    The Contract also  offers certain Additional  Withdrawal Options during  the
Accumulation  Period to persons meeting  certain criteria. Additional Withdrawal
Options are  not available  in  all states  and may  not  be suitable  in  every
situation. (See "Additional Withdrawal Options.")
 
LOANS
 
    Participants  under  Section  403(b) Plans  may  request a  loan  from their
Account Value  at  any  time  during the  Accumulation  Period.  Loans  are  not
available  from  Contracts issued  under  Section 401(a)  Plans.  (See "Contract
Loans.")
 
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. 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 which
may 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 a  20% withholding  for income  tax may  be imposed on
certain withdrawals. (See "Tax Status.")
 
INQUIRIES
 
    Questions, inquiries or requests for additional information can be  directed
to  your  agent or  local  representative, or  you  may contact  the  Company as
follows:
 
<TABLE>
<S>                                   <C>
- -  Write to:                          Aetna Life Insurance and Annuity Company
                                      151 Farmington Avenue
                                      Hartford, Connecticut 06156-1277
                                      Attention: Customer Service
 
 (For AetnaPlus Contracts)
 
- -  Call Customer Service:             1-800-525-4225 (for automated transfers or
                                      changes in the allocation of
                                      Account Values, call: 1-800-262-3862)
</TABLE>
 
- --------------------------------------------------------------------------------
                                  SUMMARY - 2
<PAGE>
                                   FEE TABLE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
This Fee Table describes  the various 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." No  sales charge is
paid upon  purchase  of the  Contract.  All costs  that  are borne  directly  or
indirectly  under the Subaccounts  and Funds are shown  below. Some expenses may
vary as explained under "Charges and  Deductions." Charges shown 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.
 
DIRECT CHARGES. These charges are deducted directly from the Account Value. They
include:
 
     DEFERRED  SALES  CHARGE.  The  deferred  sales  charge  is  deducted  as  a
     percentage  of  the amount  withdrawn. The  total  amount deducted  for the
     deferred sales charge will not exceed  8.5% of the total Purchase  Payments
     applied  to  the  Account.  The  amount of  the  deferred  sales  charge is
     calculated as follows:
 
<TABLE>
<CAPTION>
       INSTALLMENT PURCHASE PAYMENT ACCOUNTS
                                          DEFERRED
                                            SALES
PURCHASE PAYMENT                           CHARGE
PERIODS COMPLETED                         DEDUCTION
- ----------------------------------------  ---------
<S>                                       <C>
Less than 5                                    5%
5 or more but less than 7                      4%
7 or more but less than 9                      3%
9 or more but less than 10                     2%
more than 10                                   0%
</TABLE>
 
<TABLE>
<CAPTION>
         SINGLE PURCHASE PAYMENT ACCOUNTS
                                          DEFERRED
                                            SALES
ACCOUNT YEARS                              CHARGE
COMPLETED                                 DEDUCTION
- ----------------------------------------  ---------
<S>                                       <C>
Less than 5                                    5%
5 or more but less than 6                      4%
6 or more but less than 7                      3%
7 or more but less than 8                      2%
8 or more but less than 9                      1%
9 or more                                      0%
</TABLE>
 
<TABLE>
<S>                                                                     <C>
ANNUAL CONTRACT MAINTENANCE FEE Installment Purchase Payment            $   20.00
Accounts..............................................................
                              Single Purchase Payment Accounts........  $    0.00
The maintenance fee will generally be deducted annually from each
Account during the Accumulation Period. The amount of the maintenance
fee may be reduced or eliminated for group Contracts. The amount shown
is the MAXIMUM maintenance fee that can be deducted under the
Contract.
</TABLE>
 
INDIRECT CHARGES. 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.........................................      0.00%
We currently do not impose an Administrative Expense Charge. However,
we reserve the right to deduct a daily charge from the Subaccounts,
equivalent on an annual basis to not more than 0.25%.
                                                                        ---------
TOTAL SEPARATE ACCOUNT CHARGES........................................      1.25%
                                                                        ---------
                                                                        ---------
</TABLE>
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 1
<PAGE>
ANNUAL EXPENSES OF THE FUNDS
 
The following table illustrates the advisory fees and other expenses  applicable
to  the Funds. Except  as noted, these  figures are a  percentage of each Fund's
average net assets  and are based  on figures  for the year  ended December  31,
1995.  A  Fund's  "Other Expenses"  include  operating  costs of  the  Fund. The
expenses shown below are  reflected in the  Fund's net asset  value and are  not
deducted from the Account Value under the Contract.
 
<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%
 Aetna Ascent Variable Portfolio(2)           0.50%            0.15%          0.65%
 Aetna Crossroads Variable Portfolio(2)       0.50%            0.15%          0.65%
 Aetna Legacy Variable Portfolio(2)           0.50%            0.15%          0.65%
 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 Contrafund
  Portfolio(4)                                0.61%            0.11%          0.72%
 Fidelity VIP Equity-Income Portfolio         0.51%            0.10%          0.61%
 Fidelity VIP Growth Portfolio                0.61%            0.09%          0.70%
 Fidelity VIP Overseas Portfolio              0.76%            0.15%          0.91%
 Franklin Government Securities
  Trust(5)                                    0.63%            0.13%          0.76%
 Janus Aspen Aggressive Growth
  Portfolio(6)                                0.75%            0.11%          0.86%
 Janus Aspen Balanced Portfolio(6)            0.82%            0.55%          1.37%
 Janus Aspen Flexible Income Portfolio        0.65%            0.42%          1.07%
 Janus Aspen Growth Portfolio(6)              0.65%            0.13%          0.78%
 Janus Aspen Short-Term Bond
  Portfolio(6)                                0.00%            0.70%          0.70%
 Janus Aspen Worldwide Growth
  Portfolio(6)                                0.68%            0.22%          0.90%
 Lexington Natural Resources Trust            1.00%            0.47%          1.47%
 Neuberger & Berman Growth Portfolio(7)       0.84%            0.10%          0.94%
 Scudder International Portfolio Class
  A Shares                                    0.88%            0.20%          1.08%
 TCI Growth(8)                                1.00%            0.00%          1.00%
</TABLE>
 
- --------------------------
(1) Certain  of  the  unaffiliated  Fund  advisers  reimburse  the  Company  for
    administrative costs incurred in connection with administering the Funds  as
    variable  funding options under the  Contract. These reimbursements are paid
    out of the investment advisory fees and are not charged to investors.
(2) 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  reduction 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
    0.73% for the Contrafund Portfolio.
(5)The  Fund's  expenses  were  voluntarily  reduced  by  the  Fund's investment
   adviser. Absent such reimbursement, the other expenses and total expenses  of
   the  Fund  would have  been 3.07%  and 3.92%,  respectively. The  Adviser can
   terminate this voluntary waiver at any time in its sole discretion.
(6)The information for each Portfolio is  net of fee waivers or reductions  from
   Janus  Capital.  Fee  reductions  for  the  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.
(7)Neuberger and Berman Advisers Management Trust (the "Trust") is divided  into
   portfolios  ("Portfolios"), each of  which invests all  of its net investable
   assets in  a  corresponding series  ("Series")  of Advisers  Managers  Trust.
   Expenses in the table reflect expenses of
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 2
<PAGE>
   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.)
(8) 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.
 
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.
 
The following  Examples  illustrate  the  expenses that  would  have  been  paid
assuming  a $1,000 investment in the Contract and a 5% return on assets. For the
purposes of these Examples,  the maximum maintenance fee  of $20.00 that can  be
deducted  under the Contract has been converted  to a percentage of assets equal
to 0.085%.
 
<TABLE>
<CAPTION>
                                                         EXAMPLE A                               EXAMPLE B
                                           -------------------------------------   -------------------------------------
                                           IF YOU WITHDRAW  YOUR ENTIRE  ACCOUNT   IF  YOU DO NOT  WITHDRAW YOUR ACCOUNT
                                           VALUE  AT  THE  END  OF  THE  PERIODS   VALUE, OR IF YOU ANNUITIZE AT THE END
                                           SHOWN,  YOU  WOULD PAY  THE FOLLOWING   OF THE PERIODS  SHOWN, YOU WOULD  PAY
                                           EXPENSES,  INCLUDING  ANY  APPLICABLE   THE FOLLOWING  EXPENSES (NO  DEFERRED
                                           DEFERRED SALES CHARGE:                  SALES CHARGE IS REFLECTED):*
                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS   1 YEAR   3 YEARS   5 YEARS   10 YEARS
                                           ------   -------   -------   --------   ------   -------   -------   --------
 <S>                                       <C>      <C>       <C>       <C>        <C>      <C>       <C>       <C>
 Aetna Variable Fund                         $68      $107      $148      $195       $17      $52       $ 89      $195
 Aetna Income Shares                         $69      $108      $149      $197       $17      $53       $ 90      $197
 Aetna Variable Encore Fund                  $69      $108      $150      $199       $17      $53       $ 92      $199
 Aetna Investment Advisers Fund, Inc.        $69      $108      $149      $197       $17      $53       $ 90      $197
 Aetna Ascent Variable Portfolio             $72      $117      $165      $231       $20      $62       $107      $231
 Aetna Crossroads Variable Portfolio         $72      $117      $165      $231       $20      $62       $107      $231
 Aetna Legacy Variable Portfolio             $72      $117      $165      $231       $20      $62       $107      $231
 Alger American Growth Portfolio             $74      $123      $175      $252       $22      $68       $117      $252
 Alger American Small Cap Portfolio          $74      $125      $178      $259       $23      $70       $121      $259
 Calvert Responsibly Invested Balanced
  Portfolio                                  $73      $122      $174      $250       $22      $68       $116      $250
 Fidelity VIP II Contrafund Portfolio        $72      $119      $168      $238       $21      $64       $111      $238
 Fidelity VIP Equity-Income Portfolio        $71      $116      $163      $227       $20      $61       $105      $227
 Fidelity VIP Growth Portfolio               $72      $118      $167      $236       $21      $64       $110      $236
 Fidelity VIP Overseas Portfolio             $74      $124      $178      $258       $23      $70       $120      $258
 Franklin Government Securities Trust        $73      $120      $170      $243       $21      $66       $113      $243
 Janus Aspen Aggressive Growth Portfolio     $74      $123      $175      $253       $22      $69       $118      $253
 Janus Aspen Balanced Portfolio              $79      $138      $199      $304       $27      $84       $143      $304
 Janus Aspen Flexible Income Portfolio       $76      $129      $185      $274       $24      $75       $128      $274
 Janus Aspen Growth Portfolio                $73      $121      $171      $245       $21      $66       $114      $245
 Janus Aspen Short-Term Bond Portfolio       $72      $118      $167      $236       $21      $64       $110      $236
 Janus Aspen Worldwide Growth Portfolio      $74      $124      $177      $257       $23      $70       $120      $257
 Lexington Natural Resources Trust           $79      $140      $204      $313       $28      $87       $148      $313
 Neuberger & Berman Growth Portfolio         $74      $125      $179      $261       $23      $71       $122      $261
 Scudder International Portfolio Class A
  Shares                                     $76      $129      $186      $275       $24      $75       $129      $275
 TCI Growth                                  $75      $127      $182      $267       $24      $73       $125      $267
</TABLE>
 
- --------------------------
* This  Example  would not  apply if  a nonlifetime  variable annuity  option is
  selected, and a  lump sum  settlement is  requested within  three years  after
  annuity  payments  start since  the  lump sum  payment  will be  treated  as a
  withdrawal during the Accumulation Period and will be subject to any  deferred
  sales charge that would then apply. (Refer to Example A.)
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 3
<PAGE>
                        CONDENSED FINANCIAL INFORMATION
                              AETNA PLUS CONTRACTS
   (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 SEPARATE ACCOUNT,  WHICH FINANCIAL STATEMENTS  HAVE
BEEN  AUDITED  BY KPMG  PEAT MARWICK  LLP,  INDEPENDENT AUDITORS.  THE FINANCIAL
STATEMENTS AS OF AND FOR  THE YEAR ENDED DECEMBER  31, 1995 AND THE  INDEPENDENT
AUDITORS'   REPORT  THEREON,  ARE  INCLUDED   IN  THE  STATEMENT  OF  ADDITIONAL
INFORMATION.
<TABLE>
<CAPTION>
                                      1995           1994           1993           1992           1991
                                  ------------   ------------   ------------   ------------   ------------
 
AETNA VARIABLE FUND
<S>                               <C>            <C>            <C>            <C>            <C>
Value at beginning of period           $10.778        $11.020        $10.454        $97.165        $77.845
Value at end of period                 $14.077        $10.778        $11.020        $10.454(2)      $97.165
Increase (decrease) in value of
 accumulation unit(1)                    30.61%         (2.20)%         5.41%             (2)       24.82%
Number of accumulation units
 outstanding at end of period      188,964,022    114,733,035     44,166,470         21,250     20,948,226
 
AETNA INCOME SHARES
Value at beginning of period           $10.360        $10.905        $10.068        $36.789        $31.192
Value at end of period                 $12.098        $10.360        $10.905        $10.068(3)      $36.789
Increase (decrease) in value of
 accumulation unit(1)                    16.78%         (5.00)%         8.31%             (3)        17.94%
Number of accumulation units
 outstanding at end of period       21,379,976     11,713,354      4,084,142          3,870      7,844,412
 
AETNA VARIABLE ENCORE FUND
Value at beginning of period           $10.528        $10.241        $10.048        $33.812        $32.138
Value at end of period                 $11.026        $10.528        $10.241        $10.048(4)      $33.812
Increase (decrease) in value of
 accumulation unit(1)                     4.73%          2.80%          1.92%             (4)         5.21%
Number of accumulation units
 outstanding at end of period       12,999,680      7,673,528      2,766,044            825      8,430,082
 
AETNA INVESTMENT ADVISERS
 FUND, INC.
Value at beginning of period           $10.868        $11.057        $10.189        $12.736        $10.896
Value at end of period                 $13.673        $10.868        $11.057        $10.189(6)      $12.736
Increase (decrease) in value of
 accumulation unit(1)                    25.81%         (1.71)%         8.52%             (6)        16.89%
Number of accumulation units
 outstanding at end of period       38,152,395     23,139,604     11,368,365         11,508     22,898,099
 
AETNA ASCENT VARIABLE PORTFOLIO
Value at beginning of period           $10.000(7)
Value at end of period                 $10.673
Increase (decrease) in value of
 accumulation unit(1)                     6.73%
Number of accumulation units
 outstanding at end of period          393,053
 
AETNA CROSSROADS VARIABLE PORTFOLIO
Value at beginning of period           $10.000(7)
Value at end of period                 $10.612
Increase (decrease) in value of
 accumulation unit(1)                     6.12%
Number of accumulation units
 outstanding at end of period          294,673
 
AETNA LEGACY VARIABLE PORTFOLIO
Value at beginning of period           $10.000(7)
Value at end of period                 $10.580
Increase (decrease) in value of
 accumulation unit(1)                     5.80%
Number of accumulation units
 outstanding at end of period          143,637
 
<CAPTION>
                                      1990           1989           1988           1987           1986
                                  ------------   ------------   ------------   ------------   ------------
AETNA VARIABLE FUND
<S>                               <C>            <C>            <C>            <C>            <C>
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(5)
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
AETNA ASCENT VARIABLE 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
AETNA CROSSROADS VARIABLE PORTFO
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
AETNA LEGACY VARIABLE 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 - 1
<PAGE>
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                      1995           1994           1993           1992
                                  ------------   ------------   ------------   ------------
ALGER AMERICAN GROWTH PORTFOLIO
<S>                               <C>            <C>            <C>            <C>            <C>
Value at beginning of period           $10.000(7)
Value at end of period                 $10.157
Increase (decrease) in value of
 accumulation unit(1)                     1.57%
Number of accumulation units
 outstanding at end of period        2,832,440
 
ALGER AMERICAN SMALL CAP
 PORTFOLIO
Value at beginning of period           $ 9.437        $ 9.959        $10.000(8)
Value at end of period                 $13.450        $ 9.437        $ 9.959
Increase (decrease) in value of
 accumulation unit(1)                    42.52%         (5.24)%        (0.41)%
Number of accumulation units
 outstanding at end of period       15,036,765      6,339,407        781,836
 
CALVERT RESPONSIBLY INVESTED
 BALANCED PORTFOLIO*
Value at beginning of period           $10.554        $11.036        $10.278        $10.000(9)
Value at end of period                 $13.527        $10.554        $11.036        $10.278
Increase (decrease) in value of
 accumulation unit(1)                    28.17%         (4.37)%         7.37%          2.78%
Number of accumulation units
 outstanding at end of period          966,098        521,141        144,168          2,556
 
FIDELITY VIP II CONTRAFUND PORTFOLIO
Value at beginning of period           $10.000(7)
Value at end of period                 $10.397
Increase (decrease) in value of
 accumulation unit(1)                     3.97%
Number of accumulation units
 outstanding at end of period        2,116,732
 
FIDELITY VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period           $10.000(7)
Value at end of period                 $11.092
Increase (decrease) in value of
 accumulation unit(1)                    10.92%
Number of accumulation units
 outstanding at end of period        1,660,304
 
FIDELITY VIP GROWTH PORTFOLIO
Value at beginning of period           $10.000(7)
Value at end of period                 $10.066
Increase (decrease) in value of
 accumulation unit(1)                     0.66%
Number of accumulation units
 outstanding at end of period        1,833,794
 
FIDELITY VIP OVERSEAS PORTFOLIO
Value at beginning of period           $10.000(7)
Value at end of period                 $ 9.961
Increase (decrease) in value of
 accumulation unit(1)                    (0.39)%
Number of accumulation units
 outstanding at end of period          196,090
 
FRANKLIN GOVERNMENT SECURITIES
 TRUST
Value at beginning of period           $10.119        $10.642        $10.008        $10.000(9)
Value at end of period                 $11.762        $10.119        $10.642        $10.008
Increase (decrease) in value of
 accumulation unit(1)                    16.24%         (4.91)%         6.33%          0.08%
Number of accumulation units
 outstanding at end of period          717,760        325,365        167,137          5,559
 
<CAPTION>
ALGER AMERICAN GROWTH PORTFOLIO
<S>                               <C>            <C>            <C>            <C>            <C>
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
ALGER AMERICAN SMALL CAP
 PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
CALVERT RESPONSIBLY INVESTED
 BALANCED PORTFOLIO*
Value at beginning of period
Value at end of period
Increase (decrease) in value of
 accumulation unit(1)
Number of accumulation units
 outstanding at end of period
FIDELITY VIP II CONTRAFUND PORTF
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 PORTF
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
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
                                  ------------   ------------   ------------   ------------
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
<S>                               <C>            <C>            <C>            <C>            <C>
Value at beginning of period           $10.581        $10.000(10)
Value at end of period                 $13.322        $10.581
Increase (decrease) in value of
 accumulation unit(1)                   25.91%           5.81%
Number of accumulation units
 outstanding at end of period        4,887,060        753,862
 
JANUS ASPEN BALANCED PORTFOLIO
Value at beginning of period           $10.000(7)
Value at end of period                 $10.850
Increase (decrease) in value of
 accumulation unit(1)                     8.50%
Number of accumulation units
 outstanding at end of period           93,304
 
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period           $ 9.873        $10.000(10)
Value at end of period                 $12.077        $ 9.873
Increase (decrease) in value of
 accumulation unit(1)                    22.33%         (1.27)%
Number of accumulation units
 outstanding at end of period          315,361         28,543
 
JANUS ASPEN GROWTH PORTFOLIO
Value at beginning of period           $10.000(7)
Value at end of period                 $10.870
Increase (decrease) in value of
 accumulation unit(1)                     8.70%
Number of accumulation units
 outstanding at end of period          259,196
 
JANUS ASPEN SHORT-TERM BOND PORTFOLIO
Value at beginning of period           $10.000(7)
Value at end of period                 $10.323
Increase (decrease) in value of
 accumulation unit(1)                     3.23%
Number of accumulation units
 outstanding at end of period           32,696
 
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
Value at beginning of period           $10.000(7)
Value at end of period                 $10.877
Increase (decrease) in value of
 accumulation unit(1)                     8.77%
Number of accumulation units
 outstanding at end of period        1,036,040
 
LEXINGTON NATURAL RESOURCES TRUST
Value at beginning of period           $10.154        $10.877        $ 9.832        $10.000(9)
Value at end of period                 $11.720        $10.154        $10.877        $ 9.832
Increase (decrease) in value of
 accumulation unit(1)                    15.42%         (6.65)%        10.63%         (1.68)%
Number of accumulation units
 outstanding at end of period          711,892        703,676        135,614            561
 
NEUBERGER & BERMAN GROWTH PORTFOLIO
Value at beginning of period           $11.026        $11.747        $10.864        $10.000(9)
Value at end of period                 $14.345        $11.026        $11.747        $10.864
Increase (decrease) in value of
 accumulation unit(1)                    30.10%         (6.14)%         8.13%          8.64%
Number of accumulation units
 outstanding at end of period        3,331,218      1,865,104        546,559         10,645
 
SCUDDER INTERNATIONAL PORTFOLIO CLASS A SHARES
Value at beginning of period           $12.687        $12.957        $ 9.578        $10.000(9)
Value at end of period                 $13.923        $12.687        $12.957        $ 9.578
Increase (decrease) in value of
 accumulation unit(1)                     9.74%         (2.08)%        35.28%         (4.22)%
Number of accumulation units
 outstanding at end of period        7,323,208      6,558,946      1,020,233          5,232
 
<CAPTION>
JANUS ASPEN AGGRESSIVE GROWTH PO
<S>                               <C>            <C>            <C>            <C>            <C>
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
JANUS ASPEN FLEXIBLE INCOME PORT
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 PORT
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 POR
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 TRUS
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
NEUBERGER & BERMAN GROWTH PORTFO
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
SCUDDER INTERNATIONAL 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 - 3
<PAGE>
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                      1995           1994           1993           1992
                                  ------------   ------------   ------------   ------------
TCI GROWTH
<S>                               <C>            <C>            <C>            <C>            <C>
Value at beginning of period           $11.781        $12.069        $10.692        $10.000(9)
Value at end of period                 $15.253        $11.781        $12.069        $10.692
Increase (decrease) in value of
 accumulation unit(1)                    29.47%         (2.39)%        12.88%          6.92%
Number of accumulation units
 outstanding at end of period       21,986,645     12,853,828      3,667,821          2,254
 
<CAPTION>
TCI GROWTH
<S>                               <C>            <C>            <C>            <C>            <C>
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>
 
 (1) The above figures are calculated by subtracting the beginning  Accumulation
     Unit  value from the ending Accumulation Unit value during a calendar year,
     and dividing the  result by  the beginning Accumulation  Unit value.  These
     figures  do  not reflect  the deferred  sales charges  or the  fixed dollar
     annual maintenance fee, if any. Inclusion of these charges would reduce the
     investment results shown.
 
 (2) The Accumulation Unit  value was converted  to $10.000 on  August 21,  1992
     upon  the commencement of a new administrative system. Immediately prior to
     that date, the Accumulation Unit value of the Fund was $97.817. On the date
     of conversion, additional units were issued so that account values were not
     changed as  a  result of  the  conversion.  The percentage  change  in  the
     Accumulation  Unit value  from the  beginning of  the year  to the  date of
     conversion was 0.67%; the percentage change in the Accumulation Unit  value
     from the date of conversion to the end of the year was 4.54%.
 
 (3) The  Accumulation Unit  value was converted  to $10.000 on  August 21, 1992
     upon the commencement of a new administrative system. Immediately prior  to
     that date, the Accumulation Unit value of the Fund was $38.521. On the date
     of conversion, additional units were issued so that account values were not
     changed  as  a  result of  the  conversion.  The percentage  change  in the
     Accumulation Unit  value from  the beginning  of the  year to  the date  of
     conversion  was 4.70%; the percentage change in the Accumulation Unit value
     from the date of conversion to the end of the year was 0.68%.
 
 (4) The Accumulation Unit  value was converted  to $10.000 on  August 21,  1992
     upon  the commencement of a new administrative system. Immediately prior to
     that date, the Accumulation Unit value of the Fund was $34.397. On the date
     of conversion, additional units were issued so that account values were not
     changed as  a  result of  the  conversion.  The percentage  change  in  the
     Accumulation  Unit value  from the  beginning of  the year  to the  date of
     conversion was 1.73%; the percentage change in the Accumulation Unit  value
     from the date of conversion to the end of the year was 0.48%.
 
 (5) The  initial Accumulation Unit value was established at $10.000 on June 23,
     1989, the date on which the Fund commenced operations.
 
 (6) The Accumulation Unit  value was converted  to $10.000 on  August 21,  1992
     upon  the commencement of a new administrative system. Immediately prior to
     that date, the Accumulation Unit value of the Fund was $13.118. On the date
     of conversion, additional units were issued so that account values were not
     changed as  a  result of  the  conversion.  The percentage  change  in  the
     Accumulation  Unit value  from the  beginning of  the year  to the  date of
     conversion was 2.99%; the percentage change in the Accumulation Unit  value
     from the date of conversion to the end of the year was 1.89%.
 
 (7) 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.
 
 (8) The initial Accumulation Unit value was established at $10.000 on September
     17, 1993,  the date  on  which the  Portfolio  became available  under  the
     Contract.
 
 (9) The  initial Accumulation Unit  value was established  at $10.000 on August
     21, 1992, the date on which  the Fund/Portfolio became available under  the
     Contract.
 
 (10) The  initial  Accumulation Unit  value was  established at  $10.000 during
      October 1994, when the funds were first received in this option.
 
* Formerly Calvert Socially Responsible Series.
 
- --------------------------------------------------------------------------------
                                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 "separate account" under the 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 of any  other business conducted  by
the  Company. Income, gains or losses of the Separate Account are credited to or
charged against  the assets  of the  Separate Account  without regard  to  other
income,  gains  or losses  of  the Company.  All  obligations arising  under the
Contracts are general corporate obligations of the Company.
 
                               INVESTMENT OPTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
THE FUNDS
 
    Purchase Payments may  be allocated  to one or  more of  the Subaccounts  as
designated  on the Enrollment Materials. In  turn, the Subaccounts invest in the
corresponding Funds at net asset value.
 
    Under group Contracts, the Contract Holder 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. Not all
Funds may be  available in  all jurisdictions, under  all Contracts,  or in  all
Plans.
 
    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)
 
- --------------------------------------------------------------------------------
                                       1
<PAGE>
- -AETNA  INVESTMENT ADVISERS FUND, INC. is a managed fund which seeks to maximize
 investment return consistent with reasonable  safety of principal by  investing
 in  one  or  more  of  the following  asset  classes:  stocks,  bonds  and cash
 equivalents based on the  Company's judgment of which  of those sectors or  mix
 thereof offers the best investment prospects.(1)
 
- -AETNA  GENERATION PORTFOLIOS,  INC.--AETNA ASCENT  VARIABLE PORTFOLIO  seeks to
 provide capital appreciation by allocating  its investments among equities  and
 fixed  income securities. The Portfolio is  managed for investors who generally
 have an investment horizon  exceeding 15 years,  and who have  a high level  of
 risk tolerance.(1)
 
- -AETNA GENERATION PORTFOLIOS, INC.--AETNA CROSSROADS VARIABLE PORTFOLIO seeks to
 provide  total return (i.e., income and capital appreciation, both realized and
 unrealized) by  allocating  its investments  among  equities and  fixed  income
 securities.  The  Portfolio  is managed  for  investors who  generally  have an
 investment horizon exceeding  10 years and  who have a  moderate level of  risk
 tolerance.(1)
 
- -AETNA  GENERATION PORTFOLIOS,  INC.--AETNA LEGACY  VARIABLE PORTFOLIO  seeks to
 provide total return consistent with preservation of capital by allocating  its
 investments  among  equities  and  fixed income  securities.  The  Portfolio is
 managed for investors who generally  have an investment horizon exceeding  five
 years and who have a low level of risk tolerance.(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  in 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--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--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)
 
- -FIDELITY  INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND--GROWTH PORTFOLIO seeks
 capital appreciation  by  investing  mainly  in  common  stocks,  although  its
 investments are not restricted to any one type of security.(4)
 
- -FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUND--OVERSEAS PORTFOLIO seeks
 long-term growth by investing mainly in foreign securities (at least 65% of the
 Fund's  total assets  in securities  of issuers  from at  least three countries
 outside of North America).(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--BALANCED  PORTFOLIO   seeks  long-term  capital  growth,
 consistent with preservation  of capital  and balanced by  current income.  The
 Portfolio    pursues   its   investment    objective   by   investing   40%-60%
 
- --------------------------------------------------------------------------------
                                       2
<PAGE>
 of its  assets  in  equity  securities  selected  primarily  for  their  growth
 potential  and  40%-60%  of  its  assets  in  fixed-income  securities selected
 primarily for their income potential.(6)
 
- -JANUS ASPEN SERIES--FLEXIBLE  INCOME PORTFOLIO  seeks to  obtain maximum  total
 return,  consistent with preservation  of capital. Total  return is expected to
 result from  a combination  of  current income  and capital  appreciation.  The
 Portfolio  invests in  all types  of income  producing securities  and may have
 substantial holdings of  debt securities  rated below  investment grade  (e.g.,
 junk bonds).(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  NATURAL  RESOURCES TRUST  is a  NONDIVERSIFIED portfolio  that seeks
 long-term growth of capital  through investment primarily  in common stocks  of
 companies 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
 (5) Franklin Advisers, Inc.
 (6) Janus Capital Corporation
 (7) Lexington Management Corporation (adviser); Market Systems Research
     Advisors, Inc. (subadviser)
 (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
 
- --------------------------------------------------------------------------------
                                       3
<PAGE>
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. Under group Contracts,
the  Contract Holder 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  receive
  the quoted interest rates, or a market value adjustment (which may be positive
  or negative) will be applied. (See Appendix I.)
 
- - The  Fixed  Account is  a part  of  the Company's  general account.  The Fixed
  Account guarantees a minimum interest rate, as specified in the Contract.  The
  Company may credit higher interest rates from time to time. Transfers from the
  Fixed Account are limited. (See Appendix II.)
 
- - 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 III.)
 
                                    PURCHASE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
CONTRACT AVAILABILITY
 
    The Contracts  are designed  to  fund Plans  adopted  by (1)  public  school
systems  and  certain  tax-exempt (Section  501(c)(3))  organizations  for their
employees  under  Section  403(b)  of  the  Code,  and  (2)  qualified   defined
contribution  plans under Section  401(a) of the Code.  The Contract Holder must
notify the Company of  the applicability of Title  I of the Employee  Retirement
Income  Security Act of 1974 ("ERISA"),  as amended by subsequent law, including
the Retirement Equity Act of 1984, to the Plan.
 
    Eligible participants in the Plan seeking to invest and accumulate money for
retirement can purchase individual interests  in group Contracts, or under  some
Plans,  they may purchase individual Contracts.  The group Contract is generally
owned by the employer  or association, and  individual accounts are  established
for  each Participant. An  individual Contract will be  owned by the Participant
under Plans that permit such purchase.  In both cases, a Participant's  interest
in the Contract is known as his or her "Account."
 
    For  group Contracts  issued in  connection with  Section 403(b)  Plans, the
employer has no right, title or interest in the amounts held under the  Contract
or in the Account; Participants make all elections under the Contract. For group
Contracts  issued in connection  with Section 401(a)  Plans, the Participant has
such  rights  as  are  set  forth  in  the  Plan.  Under  individual  Contracts,
Participants have all contract rights.
 
PURCHASING INTERESTS IN THE CONTRACT
 
    Eligible  organizations  may  acquire  a group  Contract  by  submitting the
appropriate forms to the Company. Once we approve the forms, a group Contract is
issued to the employer or association as the group Contract Holder. Participants
may purchase interests in a group  Contract by submitting an enrollment form  to
the  Company.  For  Plans  that allow  Participants  to  purchase  an individual
contract, Participants will submit an individual application to the Company. The
enrollment forms and individual application are collectively referred to in this
Prospectus as the "Enrollment Materials."
 
    The Company  must  accept or  reject  the Enrollment  Materials  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 the consent of the Participant, or under limited  circumstances,
with  the consent  of the group  Contract Holder.  If we agree  to hold Purchase
Payments for longer  than the five  business days  based on the  consent of  the
 
- --------------------------------------------------------------------------------
                                       4
<PAGE>
group  Contract Holder,  the Purchase  Payments will  be deposited  in the Aetna
Variable Encore Fund Subaccount until the forms are completed.
 
PURCHASE PAYMENTS
 
    Generally, two types of  Purchase Payments may be  made under the  Contract,
and  depending upon  which type  of payment is  made, different  Accounts may be
established for each payment type. Continuing, periodic payments will be  placed
in  "Installment  Purchase  Payment  Accounts."  Lump-sum  transfers  of amounts
accumulated under a pre-existing plan may be placed in "Single Purchase  Payment
Accounts"  in accordance with the Company's procedures and minimums in effect at
the time  of purchase.  The Code  imposes  a maximum  limit on  annual  Purchase
Payments  which may  be excluded  from a  Participant's gross  income. (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 Materials. Changes in such allocation may be  made
in  writing or by telephone transfer.  Allocations must be in whole percentages,
and there may be  limitations on the  number of investment  options that can  be
selected during the Accumulation Period. (See "Transfers.")
 
TRANSFER CREDITS
 
    The  Company may provide a transfer  credit on "transferred assets," subject
to certain conditions and state approvals.  Transferred assets are the value  of
contributions  made on your behalf  under this Plan or  a prior plan before such
amounts are  applied  to  this  Contract.  The  transfer  credit  will  equal  a
percentage  of the transferred assets applied to the Contract that remain in the
Contract after a specified period of time. Once a transfer credit is applied  to
your Contract, all provisions of the Contract apply. This benefit is provided on
a  nondiscriminatory basis. If a transfer credit  is due under the Contract, you
will be provided with additional information specific to the Contract.
 
RIGHT TO CANCEL
 
    Participation  under  the  Contract  may  be  canceled  without  penalty  by
returning  it (or other document evidencing your interest) to the Company with a
written notice of your intent  to cancel. In most states,  you have ten days  to
exercise  this right; some states  allow you a longer  free-look period. When we
receive your request for cancellation, we will return your Account Value, unless
the laws of the state  in which the Contract was  issued require that we  return
the initial Purchase Payment (if greater than the Account Value). In states that
do  not require a  return of Purchase  Payments, you bear  the entire investment
risk for amounts allocated  among the Subaccounts during  the free look  period.
Account  Values will be determined  as of the next  Valuation Date following our
receipt of your request for cancellation at our Home Office.
 
                             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   administrative
expenses  that exceed  revenues from  the maintenance  fee described  below. 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.
 
- --------------------------------------------------------------------------------
                                       5
<PAGE>
    Under the Contract,  the amount of  the administrative charge  may be of  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.
 
MAINTENANCE FEE
 
    During   the  Accumulation  Period,  the   Company  will  deduct  an  annual
maintenance  fee  from  each  Installment   Purchase  Payment  Account  on   its
anniversary  date. The maintenance fee  is to reimburse the  Company for some of
its administrative expenses relating to the establishment and maintenance of the
Accounts.
 
    The maximum maintenance fee that can be deducted under the Contract is  $20.
However,  under group Contracts the maintenance fee may be reduced or eliminated
depending upon certain  criteria described  below. The maintenance  fee will  be
deducted on a pro rata basis from each Subaccount in which you have an interest.
If  the Account Value is withdrawn, the full maintenance fee will be deducted at
the time of withdrawal.
 
    REDUCTION OR ELIMINATION OF THE MAINTENANCE FEE. Under group Contracts,  the
annual  maintenance fee may be reduced or eliminated under various conditions as
agreed to  by  us and  by  the Contract  Holder  in writing.  Any  reduction  or
elimination   of  the  annual  maintenance   fee  will  reflect  differences  in
administrative costs and services after  taking into consideration factors  such
as the following:
 
- - the  size, characteristics,  and nature  of the group  to which  a Contract is
  issued;
 
- - the level of our anticipated expenses  in administering the Contract, such  as
  billing  for Purchase Payments, producing  periodic reports, providing for the
  direct payment  of Contract  charges  rather than  having them  deducted  from
  Account  Values, and any other factors pertaining  to the level and expense of
  administrative services which will be provided under the Contract.
 
    Any reduction  or  elimination of  maintenance  fees will  not  be  unfairly
discriminatory  against  any  person.  We  will  make  any  reduction  in annual
maintenance fees according to our own rules in effect at the time an application
for a Contract is approved. We reserve the right to change these rules from time
to time.
 
DEFERRED SALES CHARGE
 
    Withdrawals of all or  a portion of  the Account Value may  be subject to  a
deferred  sales charge. The deferred sales charge is a percentage of the amounts
withdrawn  from  the   Subaccounts,  the  Fixed   Account  and  the   Guaranteed
Accumulation  Account.  No  deferred  sales  charge  is  deducted  from  amounts
withdrawn from the Fixed Plus Account.
 
    For Installment  Purchase Payment  Accounts, the  deferred sales  charge  is
based  on the number of completed  Purchase Payment Periods. For Single Purchase
Payment Accounts, it is based on the number of Contract Years that have  elapsed
since  the Purchase Payments were made. The  amount of the deferred sales charge
is determined in accordance with the schedule set forth in the following tables:
 
<TABLE>
<CAPTION>
       INSTALLMENT PURCHASE PAYMENT ACCOUNTS:
                                           DEFERRED
                                             SALES
 PURCHASE PAYMENT                           CHARGE
 PERIODS COMPLETED                         DEDUCTION
 ----------------------------------------  ---------
 <S>                                       <C>
 Less than 5                                    5%
 5 or more but less than 7                      4%
 7 or more but less than 9                      3%
 9 or more but less than 10                     2%
 more than 10                                   0%
</TABLE>
 
<TABLE>
<CAPTION>
          SINGLE PURCHASE PAYMENT ACCOUNTS:
                                           DEFERRED
                                             SALES
 ACCOUNT YEARS                              CHARGE
 COMPLETED                                 DEDUCTION
 ----------------------------------------  ---------
 <S>                                       <C>
 Less than 5                                    5%
 5 or more but less than 6                      4%
 6 or more but less than 7                      3%
 7 or more but less than 8                      2%
 8 or more but less than 9                      1%
 9 or more                                      0%
</TABLE>
 
    Generally, if you  transfer the  total account value  under another  similar
annuity  contract issued by the  Company to an Account  under this Contract, the
effective date of the new Account will be the same effective date as your former
contract for the  purpose of  calculating the applicable  deferred sales  charge
under this Contract.
 
- --------------------------------------------------------------------------------
                                       6
<PAGE>
    A deferred sales charge will not be deducted from any portion of the Account
Value if the withdrawal is:
 
- - applied to provide Annuity benefits;
 
- - taken on or after the tenth anniversary of the effective date of the Account;
 
- - paid due to your death before Annuity payments begin;
 
- - made  due to the election of  an Additional Withdrawal Option (see "Additional
  Withdrawal Options");
 
- - paid where  the  Account Value  is  $3,500 or  less  and no  amount  has  been
  withdrawn,  taken as a loan,  or used to purchase  Annuity benefits during the
  prior 12 months; or
 
- - taken from an installment Purchase Payment Account by a Participant who is  at
  least age 59 1/2 and who has completed nine Purchase Payment Periods.
 
    Where the Company is the exclusive variable annuity provider for a Plan, and
the  Plan also offers a 403(b)(7)  custodial arrangement providing retail mutual
funds with only one fund  family where the Company or  one of its affiliates  is
the recordkeeper, the deferred sales charge will also be waived due to:
 
- - the Participant's separation from service with the employer;
 
- - the Participant's financial hardship, as specified in the Code; or
 
- - a  transfer to  a 403(b)(7) option  under the  custodial arrangement described
  above.
 
    The deduction for  the deferred  sales charge will  not exceed  8.5% of  the
total  Purchase  Payments actually  made to  the Account.  The Company  does not
anticipate  that  the   deferred  sales   charge  will  cover   all  sales   and
administrative  expenses which  it incurs in  connection with  the Contract. The
difference will  be covered  by the  general  assets of  the Company  which  are
attributable,  in part, to mortality and expense risk charges under the Contract
described above.
 
    FREE WITHDRAWALS.  For Participants between the  ages of 59 1/2 and 70  1/2,
up  to 10% of  the current Account  Value may be  withdrawn during each calendar
year without imposition of a Deferred Sales Charge. The free withdrawal  applies
only  to the first partial withdrawal in each calendar year. The 10% amount will
be based on the  Account Value calculated on  the Valuation Date next  following
our  receipt of your request for  withdrawal. Any outstanding contract loans are
excluded from the Account Value when calculating the 10% free withdrawal amount.
This provision does not apply to a full withdrawal of the Account, or to partial
withdrawals due to  a default on  a contract loan  (see "Contract Loans").  This
provision  may not be  exercised if SWO is  elected. (See "Additional Withdrawal
Options.")
 
    REDUCTION OR ELIMINATION  OF THE DEFERRED  SALES CHARGE.   For a  particular
plan,  we  may  reduce,  waive  or  eliminate  the  deferred  sales  charge. Any
reduction, waiver or  elimination of  such charges will  reflect differences  or
expected  differences  in  the  amounts  of  unrecovered  distribution  costs or
services of the types  that the charge is  intended to defray. When  considering
whether  to reduce or eliminate such charges or  to grant such a waiver, we will
take into account factors which may include the following:
 
- - the number of participants under the Plan;
 
- - the expected level of assets or cash flow under the Plan;
 
- - the level of agent involvement in sales activities;
 
- - the level of our sales-related expenses;
 
- - the specific distribution provisions under the Plan;
 
- - the Plan's purchase of  one or more other  variable annuity contracts from  us
  and the features of those contracts;
 
- - the level of employer involvement in determining eligibility for distributions
  under the Contract; and
 
- - our assessment of financial risk to the Company relating to surrenders.
 
    Any  reduction, waiver or elimination of  deferred sales charges will not be
unfairly discriminatory against any person.
 
    We may also negotiate  provisions regarding the  deferred sales charge  with
respect  to Contracts  issued to certain  employer groups  or associations which
have negotiated on behalf  of its employees. All  variations in, or  elimination
of,   provisions  regarding  the  deferred  sales  charge  resulting  from  such
negotiations will be offered  uniformly to all employees  within the group.  For
specific  information on fees applicable to your Account, please call the number
listed under the "Inquiries" section.
 
- --------------------------------------------------------------------------------
                                       7
<PAGE>
    We will make  any reduction in  deferred sales charge  according to our  own
rules  in  effect at  the time  an application  for a  Contract is  approved. We
reserve the right to change these rules from time to time.
 
DEFERRED SALES CHARGE SCHEDULE FOR GAA FOR CERTAIN NEW YORK CONTRACTS
 
    The following deferred  sales charge schedule  applies for withdrawals  from
the  GUARANTEED ACCUMULATION ACCOUNT  for group Installment  and Single Purchase
Payment master Contracts that offer such option which are issued after July  29,
1993 in the State of New York. This schedule is based on the number of completed
Account Years for Single and Installment Purchase Payment Contracts as follows:
 
<TABLE>
<CAPTION>
 
                                          DEFERRED
                                            SALES
COMPLETED                                  CHARGE
ACCOUNT YEARS                             DEDUCTION
- ----------------------------------------  ---------
<S>                                       <C>
Less than 3                                    5%
3 or more but less than 4                      4%
4 or more but less than 5                      3%
5 or more but less than 6                      2%
6 or more but less than 7                      1%
7 or more                                      0%
</TABLE>
 
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%. The Company  reserves the right to deduct
premium tax against  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 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  "Purchasing Interests in the  Contract." 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
 
- --------------------------------------------------------------------------------
                                       8
<PAGE>
    (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 on 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 Contract from  one Subaccount  to another. Transfers  between the  Credited
Interest  Options and the Subaccounts are  subject to certain restrictions. (See
Appendices I, II and III.) 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. The minimum transfer amount may not
be  less than $500. However, the total number of investment options that you may
select during  the Accumulation  Period may  be limited,  as set  forth on  your
Enrollment  Materials. 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.")
 
DOLLAR COST AVERAGING PROGRAM
 
    You  may establish  automated transfers  of Account  Values on  a monthly or
quarterly  basis  through  the  Company's  Dollar  Cost  Averaging  Program,  if
available  under your Plan.  Dollar Cost Averaging  is a system  for investing a
fixed amount of money at  regular intervals over a  period of time. Dollar  Cost
Averaging  does not ensure  a profit nor  guarantee against loss  in a declining
market. You should consider your financial ability to continue purchases through
periods of low  price levels.  Please refer to  the "Inquiries"  section of  the
Prospectus Summary which describes how you can obtain further information.
 
                                  WITHDRAWALS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    All  or a portion of  the Account Value may be  withdrawn at any time during
the Accumulation Period, subject  to limitations on  withdrawals from the  Fixed
Plus  Account and to the withdrawal  restrictions under Section 403(b) Contracts
described  below.  To  request  a  withdrawal,  you  must  properly  complete  a
disbursement  form  and send  it  to our  Home  Office. 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 as in one of the following forms:
 
- -FULL  WITHDRAWAL OF AN ACCOUNT: The amount  paid upon a full withdrawal will be
 the Account Value  allocated to  the Subaccounts,  the Guaranteed  Accumulation
 Account  (plus or minus  a market value  adjustment) (see Appendix  I), and the
 Fixed Account, minus any applicable  deferred sales charge and maintenance  fee
 due,  plus the amount available for withdrawal from the Fixed Plus Account (see
 Appendix III).
 
- -PARTIAL WITHDRAWALS (PERCENTAGE): The amount paid will be the percentage of the
 Account Value requested  minus any applicable  deferred sales charge;  however,
 the  amounts available  for withdrawal from  the Fixed Plus  Account is limited
 (see Appendix III).
 
- -PARTIAL WITHDRAWAL  (SPECIFIED DOLLAR  AMOUNT):  The amount  paid will  be  the
 dollar  amount requested. However,  the amount withdrawn  from the Account will
 
- --------------------------------------------------------------------------------
                                       9
<PAGE>
 equal the  amount requested  plus  any applicable  deferred sales  charge.  The
 amount  available for  withdrawal from the  Fixed Plus Account  is limited (see
 Appendix III).
 
    For any partial withdrawal, amounts  will be withdrawn proportionately  from
each  Subaccount or Credited  Interest Option in which  the Account is invested,
unless you  request otherwise  in writing.  All amounts  paid will  be based  on
Account  Values as  of the next  Valuation Date  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.")
 
    WITHDRAWAL RESTRICTIONS FROM 403(B) PLANS. Under Section 403(b) Contracts, a
withdrawal  of salary reduction contributions and earnings on such contributions
is generally prohibited prior to the Participant's death, disability, attainment
of age  59  1/2,  separation  from service  or  financial  hardship.  (See  "Tax
Status.")
 
    RESTRICTIONS  ON WITHDRAWALS UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM.  A
Participant in the Texas  Optional Retirement Program may  not elect to  receive
any  form  of  distribution from  the  Contract before  retirement,  except upon
becoming totally  disabled  or  terminating employment  with  the  Texas  public
institutions  of higher learning. These  restrictions limit the conditions under
which a Participant may exercise  the right to a  full or partial withdrawal  of
Account  Values, and the right to advance the date on which Annuity payments are
to begin. The Company may require verification of eligibility from the  employer
prior  to any distributions from the Contract. These restrictions are imposed by
reason of an opinion of the Texas Attorney General interpreting applicable Texas
law.
 
    RESTRICTIONS ON  WITHDRAWALS  UNDER THE  BALL  STATE UNIVERSITY  PLAN.    In
connection  with  the Ball  State University  Alternate  Pension Plan  only, the
Participant  may   not  withdraw   Account  Values   attributable  to   employer
contributions   and  applicable  earnings  under   the  Alternate  Pension  Plan
("Employer Account Value")  unless the Participant's  employement is  terminated
with  Ball  State  University  due to  the  Participant's  death,  retirement or
separation from service. The Company reserves the right to require  satisfactory
documentation  that the Participant is no longer providing service to Ball State
University before a withdrawal request payable directly to a Participant will be
considered in good order. The Contract Holder may withdraw the Employer  Account
Value without regard to this restriction, and Participants may transfer Employer
Account  Values pursuant  to an  Internal Revenue  Service Revenue  Ruling 90-24
transfer ("90-24  Transfer") without  regard to  this restriction.  No  deferred
sales  charge  will  apply to  the  first  20% of  such  Employer  Account Value
transferred pursuant to a  90-24 Transfer in a  calendar year. This waiver  does
not  apply to a transfer of the full  Employer Account Value pursuant to a 90-24
Transfer.
 
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,  as  well  as any  applicable  maintenance fee  and  any appropriate
portion of any  deferred sales  charge imposed at  the time  of withdrawal.  Any
maintenance fee which falls due after the withdrawal and before the reinvestment
will  be  deducted  from  the amounts  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. See Appendix  I
for  a  discussion  of  amounts  withdrawn from  GAA  and  then  reinvested. The
reinvestment  privilege  may  be  used  only  once.  If  you  are  contemplating
reinvestment,  you should seek  competent advice regarding  the tax consequences
associated with such a transaction.
 
                                 CONTRACT LOANS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    During the Accumulation Period, Participants  in 403(b) Plans may request  a
loan from their Account Value, if allowed by their Plan. Loans can only be taken
from  those  Account  Values held  in  the  Subaccounts or  from  those Credited
Interest Options that allow loans. (See Appendices I, II and III.) A loan may be
obtained by reviewing  and reading  the terms  of the  loan agreement,  properly
completing  a loan request form and submitting  it to the Company's Home Office.
Loans are not available from Contracts issued to 401(a) Plans.
 
- --------------------------------------------------------------------------------
                                       10
<PAGE>
                         ADDITIONAL WITHDRAWAL OPTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    The Company offers certain  withdrawal options under  the Contract that  are
not  considered annuity  options ("Additional Withdrawal  Options"). To exercise
these options, your Account Value must  meet the minimum dollar amounts and  age
criteria applicable to that option.
 
    The  Additional Withdrawal  Options currently  available under  the Contract
include the following:
 
- -SWO--SYSTEMATIC WITHDRAWAL OPTION. SWO is a series of partial withdrawals  from
 your Account based on a payment method you select. It is designed for those who
 want  a  periodic income  while  retaining investment  flexibility  for amounts
 accumulated under a Contract. (This  option may not be  elected if you have  an
 outstanding contract loan.)
 
- -ECO--ESTATE  CONSERVATION OPTION. ECO offers the same investment flexibility as
 SWO but is designed for those who want to receive only the minimum distribution
 that the Code requires each year. Under ECO, the Company calculates the minimum
 distribution amount required by law at age 70 1/2 (or retirement, if later, for
 governmental or church plans), and pays you that amount once a year. (See  "Tax
 Status.")
 
    Other  Additional  Withdrawal  Options  may  be  added  from  time  to time.
Additional information relating to any of the Additional Withdrawal Options  may
be  obtained from  your local  representative or  from the  Company at  its Home
Office.
 
    If you select one of the Additional Withdrawal Options, you will retain  all
of   the  rights  and  flexibility  permitted  under  the  Contract  during  the
Accumulation Period.  Your Account  Value will  continue to  be subject  to  the
charges and deductions described in this Prospectus.
 
    Once  you elect an Additional Withdrawal Option,  you may revoke it any time
by submitting a written request to our  Home Office. Once an option is  revoked,
it  may not be elected again, nor may any other Additional Withdrawal Options be
elected unless  permitted  by  the  Code. The  Company  reserves  the  right  to
discontinue  the  availability  of one  or  all of  these  Additional Withdrawal
Options at any time, and/or to change the terms of future elections.
 
                    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;
 
- - in accordance with any of the Annuity Options available under the Contract; or
 
- - under  any Additional Withdrawal Options available  under the Contract (if the
  Beneficiary is your spouse).
 
    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 we receive 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.
 
    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
 
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                                       11
<PAGE>
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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
ANNUITY PERIOD ELECTIONS
 
    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 a Participant attains age 70 1/2. 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 or
Additional Withdrawal Options. (See "Tax Status.")
 
    At least 30 days prior to the Annuity Date, you must notify us in writing of
the following:
 
- - 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" below.)
 
    Annuity  Payments will not begin until  you have selected an Annuity Option.
Until a  date  and  option  are  elected,  the  Account  will  continue  in  the
Accumulation  Period. If your Plan is subject to ERISA, you must also submit the
appropriate joint and survivor annuity waiver and spousal consent form(s) to us.
Once Annuity Payments  begin, the  Annuity Option may  not be  changed, nor  may
transfers  currently  be  made  among the  investment  option(s)  selected. (See
"Annuity Options" below for more information about transfers during the  Annuity
Period.)
 
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 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 5-30
years. For amounts held
 
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                                       12
<PAGE>
in the Subaccounts, the Guaranteed Accumulation Account or the Fixed 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. However,  any
lump-sum  elected before  three years  of payments  have been  completed will be
treated as  a  withdrawal during  the  Accumulation Period  and  any  applicable
deferred  sales charge will be  assessed. (See "Charges and Deductions--Deferred
Sales Charge.") The  nonlifetime option  is not  available on  a variable  basis
under a Contract which provides for immediate Annuity benefits.
 
    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
 
    DATE  PAYOUTS START.  When payments start, the age of the Annuitant plus the
number of years for  which payments are guaranteed  must not exceed 95.  Annuity
payments  may not  extend beyond (a)  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.
 
    AMOUNT  OF EACH ANNUITY PAYMENT.  The  amount of each payment depends on the
size of  your Account  Value, how  you allocate  it between  fixed and  variable
payouts,  and the  Annuity Option  chosen. No  election may  be made  that would
result in a first Annuity payment of  less than $20 or total yearly 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 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.
 
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                                       13
<PAGE>
    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), and  no deferred sales  charge
will be imposed.
 
    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 our Home Office. 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. Under
Options 2 and 4, 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 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 Contract is designed for use with Section 403(b) plans and
Section 401(a)  plans.  The  tax  rules  applicable  to  retirement  plans  vary
according to the type of plan and the terms and conditions of the plan.
 
    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, for  governmental
or  church  plans). 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.
 
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                                       14
<PAGE>
Distributions   under   401(a)   Plans,   and   distributions   attributable  to
contributions under Section 403(b) Plans 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. For governmental or church plans, distributions must begin by April
1 of the  calendar year  following the  year 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. For  example, if  you  have
elected  ECO with the calculation based on  your single life expectancy, and the
life expectancy is  recalculated each  year, your  recalculated life  expectancy
becomes  zero in the calendar year following your death and the entire remaining
interest must be  distributed to  your beneficiary by  December 31  of the  year
following your death. However, a spousal beneficiary has certain rollover rights
which can only be exercised in the year of 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, 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 taxed  upon distribution. The Code  has specific rules that
apply,  depending  on   the  type   of  distribution   received,  if   after-tax
contributions were made.
 
    In  general, payments  received by your  beneficiaries after  your death are
taxed in the same manner  as if you had received  those payments, except that  a
limited death benefit exclusion may apply.
 
    Pension  and annuity distributions generally  are subject to withholding for
the recipient's federal income tax liability at rates that vary according to the
type of distribution and the recipient's tax status. Recipients 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  and  Section  501(c)(3)  tax-exempt  organizations  to purchase
annuity contracts for their  employees are generally  excludable from the  gross
income of the employee.
 
    In  order to be  excludable from taxable  income, total annual contributions
made by you  and your employer  cannot exceed either  of two limits  set by  the
Code. The
 
- --------------------------------------------------------------------------------
                                       15
<PAGE>
first  limit,  under  Section  415,  is generally  the  lesser  of  25%  of your
includible compensation or  $30,000. The  second limit, which  is the  exclusion
allowance  under Section  403(b), is usually  calculated according  to a formula
that takes into account your length  of employment and any pretax  contributions
to  certain other retirement plans. These two limits apply to your contributions
as well as to any contributions made  by your employer on your behalf. There  is
an additional limit that specifically limits your salary reduction contributions
to  generally no more than $9,500 annually (subject to indexing); your own limit
may be higher or  lower, depending on certain  conditions. In addition  Purchase
Payments  will be excluded  from a Participant's  gross income only  if the Plan
meets certain non-discrimination requirements.
 
    Section 403(b)(11) restricts the distribution under Section 403(b) contracts
of: (1)  salary  reduction  contributions  made after  December  31,  1988;  (2)
earnings  on those contributions; and (3) earnings during such period on amounts
held as of December 31, 1988. Distribution of those amounts may only occur  upon
death  of  the employee,  attainment  of age  59  1/2, separation  from service,
disability, or financial  hardship. In addition,  income attributable to  salary
reduction contributions may not be distributed in the case of hardship.
 
    If,  pursuant to Revenue  Ruling 90-24, the Company  agrees to accept, under
any of the Contracts covered by this Prospectus, amounts transferred from a Code
Section 403(b)(7)  custodial  account,  such  amounts will  be  subject  to  the
withdrawal restrictions set forth in Code Section 403(b)(7)(A)(ii).
 
    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 includible 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.
 
                                 MISCELLANEOUS
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- --------------------------------------------------------------------------------
 
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.
 
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                                       16
<PAGE>
    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 7% of those Purchase Payments.  The Company may also pay renewal  commissions
on  Purchase  Payments made  after the  first year  and, under  group Contracts,
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--Deferred Sales
Charge."
 
    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  entity  for  certain services  in  connection  with  administering the
Contracts. In both these  circumstances there may be  an understanding that  the
Distributor  or entity 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" 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 returns will reflect the reduction of all recurring charges  during
each  period (e.g., mortality and expense risk charges, annual maintenance fees,
administrative expense  charge  (if  any)  and  any  applicable  deferred  sales
charge).  "Non-standardized  returns" will  be calculated  in a  similar manner,
except that  non-standardized figures  will  not reflect  the deduction  of  any
applicable  deferred sales charge (which would decrease the level of performance
shown if reflected in these calculations). The non-standardized figures may also
include 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.
 
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.  Under group
Contracts, Participants and Annuitants  have a fully  vested (100%) interest  in
the  benefits provided under  the Contract and may  instruct the Contract Holder
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 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.
 
- --------------------------------------------------------------------------------
                                       17
<PAGE>
    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 each Contract Holder or 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.
 
CHANGES IN BENEFICIARY DESIGNATIONS
 
    The designated Beneficiary may be changed  at any time prior to the  Annuity
Date,  subject to limitations  contained in the Code  and other applicable laws.
Such change will  not become  effective until written  notice of  the change  is
received by the Company.
 
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 group 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.
 
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.
 
                                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:
 
<TABLE>
<S>                                                                         <C>
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
</TABLE>
 
- --------------------------------------------------------------------------------
                                       18
<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, as specified  in
the  Contract. 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,  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  a
deferred  sales  charge and/or  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
 
    Amounts applied to  a Guaranteed  Term during a  deposit period  may not  be
transferred  to any  other funding option  or to another  Guaranteed Term during
that deposit period  or for  90 days  after the  close of  that deposit  period.
Transfers are permitted from Guaranteed Terms of one classification to available
Guaranteed  Terms of another  classification. 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.
 
CONTRACT LOANS
 
    Loans  may not be made  against amounts held in  GAA, although such value is
included in determining the Account Value against which a loan may be made.
 
REINVESTMENT PRIVILEGE
 
    If amounts are withdrawn  from GAA and reinvested,  they will be applied  to
the  current  deposit  period.  Amounts are  proportionately  reinvested  to the
classifications in the same manner as they were allocated before the withdrawal.
Any negative  MVA  amount  applied  to  a withdrawal  is  not  included  in  the
reinvestment.
 
- --------------------------------------------------------------------------------
                                       19
<PAGE>
                                  APPENDIX II
                                 FIXED ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
THE  FOLLOWING  SUMMARIZES MATERIAL  INFORMATION  CONCERNING THE  FIXED ACCOUNT.
AMOUNTS ALLOCATED TO THE FIXED ACCOUNT ARE HELD IN THE COMPANY'S GENERAL ACCOUNT
THAT SUPPORTS GENERAL INSURANCE AND ANNUITY OBLIGATIONS. INTERESTS IN THE  FIXED
ACCOUNT  HAVE NOT BEEN REGISTERED  WITH THE SEC IN  RELIANCE ON EXEMPTIONS UNDER
THE SECURITIES ACT OF 1933, AS  AMENDED. DISCLOSURE IN THE PROSPECTUS  REGARDING
THE  FIXED 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
ACCOUNT HAS NOT BEEN REVIEWED BY THE SEC.
 
    The  Fixed Account  guarantees the  minimum 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
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 Account is available under Installment Purchase Payment contracts only.
 
    Amounts applied to the Fixed Account  will earn the interest rate in  effect
when actually applied to the Fixed Account.
 
    The  Fixed Account will reflect a compound interest rate credited by us. The
interest rate quoted is  an annual effective yield.  We make no deductions  from
the  credited interest  rate for  mortality and  expense risks;  these risks are
considered in determining the credited interest rate.
 
    Under certain emergency conditions, we may defer payment of a Fixed  Account
withdrawal  value (a) for  a period of up  to six months, or  (b) as provided by
federal law.
 
    If a withdrawal is made from the Fixed Account, a deferred sales charge  may
apply. (See "Charges and Deductions-- Deferred Sales Charge.")
 
TRANSFERS AMONG INVESTMENT OPTIONS
 
    Transfers   from  the  Fixed  Account  to  any  other  available  investment
options(s) are allowed in each calendar year during the Accumulation Period. The
amount which may  be transferred may  vary at our  discretion; however, it  will
never  be less than 10% of the amount held under the Fixed Account. Transfers to
the Fixed  Plus Account  (if available  under the  Contract) will  be  permitted
without  regard to this limitation. By notifying  us at our Home Office at least
30 days before Annuity payments begin, you may elect to have amounts which  have
been  accumulating under  the Fixed  Account transferred to  one or  more of the
Subaccounts available  during the  Annuity Period  to provide  variable  Annuity
Payments.
 
CONTRACT LOANS
 
    Loans may be made from Account Values held in the Fixed Account.
 
- --------------------------------------------------------------------------------
                                       20
<PAGE>
                                  APPENDIX III
                               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 on the  tenth Account  Year, we will  credit amounts  held in  the
Fixed  Plus Account with an interest rate that is at least 0.25% higher than the
then-declared interest rate for the Fixed  Plus Accounts for Accounts that  have
not reached their tenth anniversary.
 
FIXED PLUS ACCOUNT WITHDRAWALS
 
    The  amount eligible for partial withdrawal is 20% of the amount held in the
Fixed Plus Account on the day the Company receives a written request at its Home
Office. This 20% amount will be  reduced by any Fixed Plus Account  withdrawals,
transfers,  loan or annuitizations  made in the prior  12 months. In calculating
the 20% limit, we reserve the right to include payments made due to the election
of an Additional Withdrawal Option.
 
    The 20% limit is waived if the partial withdrawal is due to annuitization or
death. The waiver upon death will only  be exercised once and must occur  within
six  months  after  the  Participant's  date of  death.  Any  such  surrender or
annuitization must  also be  made pro  rata from  all Subaccounts  and  Credited
Interest Options available under the Contract.
 
    If a full withdrawal is requested, we will pay any amounts held in the Fixed
Plus Account, with interest, in five annual payments that will be 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, loans
       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,
loans  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    if    a   full    withdrawal    is   made    due    to
 
- --------------------------------------------------------------------------------
                                       21
<PAGE>
(a)  the Participant's  death before  the Annuity Date;  (b) the  election of an
Annuity option; or (c) if the Fixed Plus Account value is $3,500 or less and  no
withdrawals,  transfers, loan or annuitizations have  been made from the Account
within the prior 12 months.
 
TRANSFERS AMONG INVESTMENT OPTIONS
 
    The amount eligible for transfer from the  Fixed Plus Account is 20% of  the
amount held in the Fixed Plus Account on the day we receive a written request at
our  Home Office.  This 20%  amount will  be reduced  by any  Fixed Plus Account
withdrawals, transfers, loans or annuitizations made during the prior 12 months.
In calculating the 20% limit, we reserve the right to include payments made  due
to  the election of any  of the Additional Withdrawal  Options. 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 our Home 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.
 
SWO
 
    The  Systematic Withdrawal Option may not be elected if you have requested a
Fixed Plus Account transfer or withdrawal within the prior 12 month period.
 
CONTRACT LOANS
 
    Loans may be made from  Account Values held in  the Fixed Plus Account.  See
the   loan  agreement  for  a  description  of  the  amount  available  and  the
consequences upon loan default if more than 20% of the Fixed Plus Account  Value
is used for a loan.
 
- --------------------------------------------------------------------------------
                                       22
<PAGE>
                          FOR MASTER APPLICATIONS ONLY
 
    I HEREBY ACKNOWLEDGE RECEIPT OF AN ACCOUNT C GROUP DEFERRED VARIABLE ANNUITY
PROSPECTUS  DATED MAY 1, 1996 FOR  SECTION 403(B) TAX-DEFERRED ANNUITY PLANS, 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.
     75964(S)-2) DATED MAY 1, 1996.
 
- --------------------------------------------------------------------------------
 
                          CONTRACT HOLDER'S SIGNATURE
 
- --------------------------------------------------------------------------------
 
                                      DATE
 
75964-2 (5/96)
 
- --------------------------------------------------------------------------------
<PAGE>



Insurance products offered by:
Aetna Life Insurance and Annuity Company



Securities offered through:
Aetna Investment Services, Inc.
151 Farmington Avenue
Hartford, CT 06156
1-800-525-4225



Visit our home page on the Internet
http://www.aetna.com








[LOGO]

Aetna
Retirement
Services, Inc.




















Printed on recycled paper

75964.ACES-2

<PAGE>



                              VARIABLE ANNUITY ACCOUNT C
                                          OF
                       AETNA LIFE INSURANCE AND ANNUITY COMPANY

                STATEMENT OF ADDITIONAL INFORMATION DATED  MAY 1, 1996



                  AetnaPlus Contracts and Multiple Option Contracts


           Group and Individual Variable Annuity Contracts Available under 
                               Section 403(b) and 401(a)


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.



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


                       Aetna Life Insurance and Annuity Company
                                   Customer Service
                                151 Farmington Avenue
                             Hartford, Connecticut  06156
                                    1-800-525-4225


Read the prospectus before you invest. 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 . . . . . . . . . . . . . . . . . . . .   1
Variable Annuity Account C. . . . . . . . . . . . . . . . . . . . . . .   1
Offering and Purchase of Contracts. . . . . . . . . . . . . . . . . . .   2
Performance Data. . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
    General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
    Average Annual Total Return Quotations . . . . . . . . . . . . . .    3
Annuity Payments . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
Sales Material and Advertising . . . . . . . . . . . . . . . . . . . .   13
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . .   13
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).

Other than the mortality and expense risk charges and administrative expense
charge 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 mutual 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. Not all Funds are
available in all jurisdictions, under all Contracts, or under all Plans. The
Funds currently available under the Contract are as follows:

                                          1

<PAGE>


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


Complete descriptions of each of the Funds, including their investment
objectives, policies, risks and fees and expenses, are 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,"
both of which are described below.

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 figures reflect the deduction of
all recurring charges during each period (e.g., mortality and expense risk
charges, maintenance fees, administrative charges, and deferred sales charges).
These charges will be deducted on a pro rata basis in the case of fractional
periods. The maintenance fee is converted to a percentage of assets based on the
average account size under the Contracts described in the Prospectus.

                                          2

<PAGE>

The non-standardized figures will be calculated in a similar manner, except that
they will not reflect the deduction of any applicable deferred sales charge
(which would decrease the level of performance shown if reflected in these
calculations). The non-standardized figures may also include 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 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


There are two sets of total return quotations shown below: one for AetnaPlus
Contracts and one for Multiple Option Contracts (as identified on the cover of
your Prospectus). The contract features and charges under these types of
contracts are identical; however, they are administered on two different
administrative systems. Due to differences in the way the two systems
administered payments prior to mid-1994, performance for the Subaccounts under
the two systems for those periods differs.



Additionally, each set of tables shown below represents the variations in
contract payment type and in the maintenance fees assessed under different
plans. Table A reflects the average annual standardized and non-standardized
total return quotation figures for the periods ended December 31, 1995 for the
Subaccounts under Single Payment Accounts issued by the Company. Tables B, C and
D reflect the average annual standardized and non-standardized total return
quotation figures for the periods ended December 31, 1995 for the Subaccounts
under Installment Payment Accounts with a $20 annual maintenance fee, a $15
annual maintenance fee, and a $7.50 annual maintenance fee, respectively. In
both sets of tables, 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 *).


                                          3

<PAGE>

                                 AETNA PLUS CONTRACTS
                                       TABLE A


<TABLE>
<CAPTION>

     SINGLE PAYMENT ACCOUNT                                                                                             FUND  
       ($0 MAINTENANCE FEE)                            STANDARDIZED                          NON-STANDARDIZED        INCEPTION
                                                                                                                        DATE  
- ------------------------------------------------------------------------------------------------------------------------------
          SUBACCOUNT                          1  Year    5 Years   10 Years  1 Year    3 Years   5 Years  10 Years            
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>        <C>       <C>       <C>       <C>       <C>      <C>        <C>
Aetna Variable Fund                            24.08%    11.20%    12.30%    30.61%    10.43%    12.11%   12.30%     04/30/75
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Income Shares                            10.94%     7.62%     8.52%    16.78%     6.32%     8.50%    8.52%     06/01/78
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund                     (0.50%)    2.56%     4.92%     4.74%     3.14%     3.40%    4.92%     09/01/75
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc.           19.37%     9.60%     8.88%*   25.65%    10.30%    10.50%    9.39%*    06/23/89
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Ascent Variable Portfolio                 4.33%*     N/A       N/A      9.82%*     N/A       N/A      N/A      07/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads Variable Portfolio             3.22%*     N/A       N/A      8.66%*     N/A       N/A      N/A      07/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Legacy Variable Portfolio                 2.21%*     N/A       N/A      7.59%*     N/A       N/A      N/A      07/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Alger American Growth Portfolio                27.95%    19.24%    17.44%*   34.68%    17.73%    20.22%   17.96%*    01/08/89
- ------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap Portfolio             35.39%    17.95%    20.62%*   42.52%    14.33%    18.92%   20.96%*    09/21/88
- ------------------------------------------------------------------------------------------------------------------------------
Calvert Responsibly Invested Balanced
Portfolio                                      21.76%     8.97%     8.72%*   28.17%     9.59%     9.86%    8.72%*    09/30/86
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio           31.01%*     N/A       N/A     37.91%*     N/A       N/A      N/A      01/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio           26.75%    18.84%    11.99%*   33.43%    18.12%    19.82%   11.99%*    10/22/86
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio                  27.01%    18.31%    13.55%*   33.69%    15.88%    19.28%   13.55%*    11/07/86
- ------------------------------------------------------------------- -----------------------------------------------------------
Fidelity VIP Overseas Portfolio                 2.91%     5.91%     5.90%*    8.32%    13.86%     6.78%    6.02%*    02/13/87
- ------------------------------------------------------------------------------------------------------------------------------
Franklin Government Securities Trust           10.43%     6.50%     7.37%*   16.24%     5.53%     7.37%    7.87%*    05/30/89
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio        19.61%    23.24%*     N/A     25.91%    26.02%*     N/A      N/A      09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio                 17.08%    10.02%*     N/A     23.24%    12.50%*     N/A      N/A      09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio          16.21%     5.92%*     N/A     22.33%     8.31%*     N/A      N/A      09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                   22.14%    11.27%*     N/A     28.56%    13.78%*     N/A      N/A      09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Short-Term Bond Portfolio           2.77%     1.02%*     N/A      8.18%     3.30%*     N/A      N/A      09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio         19.40%    16.51%*     N/A     25.69%    19.13%*     N/A      N/A      09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust               9.65%    16.66%*     N/A     15.42%     6.03%    18.09%*    N/A      10/14/91
- ------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Growth Portfolio            23.59%    11.91%    11.04%    30.10%     9.71%    12.82%   11.04%     12/31/85
- ------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio
Class A Shares                                  4.25%     8.05%     7.85%*    9.74%    13.28%     8.93%    7.98%*    04/30/87
- ------------------------------------------------------------------------------------------------------------------------------
TCI Growth                                     23.00%    13.38%    11.81%*   29.47%    12.57%    14.31%   11.95%*    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.

                                          4

<PAGE>


                                 AETNA PLUS CONTRACTS
                                       TABLE B


<TABLE>
<CAPTION>

     INSTALLMENT PAYMENT ACCOUNT                                                                                       FUND
     ($20 ANNUAL MAINTENANCE FEE)                  STANDARDIZED                          NON-STANDARDIZED           INCEPTION
                                                                                                                       DATE
- -----------------------------------------------------------------------------------------------------------------------------
            SUBACCOUNT                       1  Year   5 years  10 years   1 year    3 years   5 years   10 years            
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>       <C>      <C>        <C>       <C>       <C>       <C>       <C>
Aetna Variable Fund                           24.08%    11.20%    12.30%    30.61%    10.43%    12.11%    12.30%    04/30/75
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Fund                           23.99%    10.88%    12.22%    30.52%    10.34%    12.03%    12.22%    04/30/75
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Income Shares                           10.85%     7.31%     8.44%    16.69%     6.23%     8.42%     8.44%    06/01/78
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund                    (0.59%)    2.26%     4.83%     4.65%     3.06%     3.32%     4.83%    09/01/75
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc.          19.29%     9.29%     8.44%*   25.57%    10.22%    10.42%     9.30%*   06/23/89
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Ascent Variable Portfolio                4.24%*     N/A       N/A      9.73%*     N/A       N/A       N/A     07/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads Variable Portfolio            3.14%*     N/A       N/A      8.57%*     N/A       N/A       N/A     07/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Legacy Variable Portfolio                2.13%*     N/A       N/A      7.51%*     N/A       N/A       N/A     07/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Alger American Growth Portfolio               27.86%    18.91%    17.01%*   34.60%    17.65%    20.13%    17.87%*   01/08/89
- ------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap Portfolio            35.31%    17.62%    20.02%*   42.43%    14.25%    18.83%    20.87%*   09/21/88
- ------------------------------------------------------------------------------------------------------------------------------
Calvert Responsibly Invested Balanced
Portfolio                                     21.68%     8.65%     8.04%*   28.08%     9.50%     9.78%     8.64%*   09/30/86
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio          30.93%*     N/A       N/A     37.82%*     N/A       N/A       N/A     01/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio          26.67%    18.51%    11.28%*   33.34%    18.04%    19.73%    11.91%*   10/22/86
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio                 26.92%    17.98%    12.83%*   33.61%    15.80%    19.19%    13.47%*   11/07/86
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio                2.82%     5.60%     5.32%*    8.24%    13.78%     6.69%     5.93%*   02/13/87
- ------------------------------------------------------------------------------------------------------------------------------
Franklin Government Securities Trust          10.35%     6.19%     6.95%*   16.16%     5.45%     7.28%     7.78%*   05/30/89
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio       19.53%    23.15%*     N/A     25.82%    25.93%*     N/A       N/A     09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio                17.00%     9.93%*     N/A     23.16%    12.41%*     N/A       N/A     09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio         16.13%     5.83%*     N/A     22.24%     8.22%*     N/A       N/A     09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                  22.05%    11.18%*     N/A     28.48%    13.69%*     N/A       N/A     09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Short-Term Bond Portfolio          2.68%     0.93%*     N/A      8.09%     3.21%*     N/A       N/A     09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio        19.32%    16.42%*     N/A     25.60%    19.05%*     N/A       N/A     09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust              9.56%    16.58%*     N/A     15.34%     5.94%    18.01%*     N/A     10/14/91
- ------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Growth Portfolio           23.51%    11.59%    10.96%    30.01%     9.62%    12.74%    10.96%    12/31/85
- ------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio
Class A Shares                                 4.17%     7.74%     7.25%*    9.65%    13.19%     8.85%     7.89%*   04/30/87
- ------------------------------------------------------------------------------------------------------------------------------
TCI Growth                                    22.92%    13.06%    11.16%*   29.39%    12.49%    14.22%    11.87%*   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.

                                          5

<PAGE>

                                 AETNA PLUS CONTRACTS
                                       TABLE C


<TABLE>
<CAPTION>

INSTALLMENT PAYMENT ACCOUNT                                                                                           FUND
($15 ANNUAL MAINTENANCE FEE)                          STANDARDIZED                          NON-STANDARDIZED        INCEPTION
                                                                                                                      DATE
- ------------------------------------------------------------------------------------------------------------------------------
        SUBACCOUNT                             1  year   5 years  10 years   1 year   3 years  5 years  10 years
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>       <C>      <C>        <C>      <C>      <C>      <C>         <C>
Aetna Variable Fund                            24.01%    10.90%   12.24%     30.55%   10.36%   12.05%   12.24%      04/30/75
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Income Shares                            10.87%     7.33%    8.46%     16.71%    6.25%    8.44%    8.46%      06/01/78
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund                     (0.57%)    2.28%    4.85%      4.67%    3.08%    3.34%    4.85%      09/01/75
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc.           19.31%     9.31%    8.46%*    25.59%   10.24%   10.44%    9.32%*     06/23/89
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Ascent Variable Portfolio                 4.26%*     N/A      N/A       9.76%*    N/A      N/A      N/A       07/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads Variable Portfolio             3.16%*     N/A      N/A       8.59%*    N/A      N/A      N/A       07/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Legacy Variable Portfolio                 2.15%*     N/A      N/A       7.53%*    N/A      N/A      N/A       07/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Alger American Growth Portfolio                27.89%    18.93%   17.03%*    34.62%   17.67%   20.15%   17.89%*     01/08/89
- ------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap Portfolio             35.33%    17.64%   20.05%*    42.46%   14.27%   18.85%   20.90%*     09/21/88
- ------------------------------------------------------------------------------------------------------------------------------
Calvert Responsibly Invested
Balanced Portfolio                             21.70%     8.68%    8.06%*    28.11%    9.52%    9.80%    8.66%*     09/30/86
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio           30.95%*     N/A        N/A    37.85%*    N/A      N/A      N/A       01/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio           26.69%    18.53%   11.30%*    33.36%   18.06%   19.75%   11.93%*     10/22/86
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio                  26.95%    18.00%   12.85%*    33.63%   15.82%   19.22%   13.49%*     11/07/86
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio                 2.84%     5.63%    5.34%*     8.26%   13.80%    6.72%    5.95%*     02/13/87
- ------------------------------------------------------------------------------------------------------------------------------
Franklin Government Securities Trust           10.37%     6.21%    6.97%*    16.18%    5.47%    7.30%    7.81%*     05/30/89
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio        19.55%    23.17%*    N/A      25.84%   25.95%*    N/A      N/A       09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio                 17.02%     9.95%*    N/A      23.18%   12.44%*    N/A      N/A       09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio          16.15%     5.85%*    N/A      22.26%    8.24%*    N/A      N/A       09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                   22.07%    11.20%*    N/A      28.50%   13.71%*    N/A      N/A       09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Short-Term Bond Portfolio           2.70%     0.95%*    N/A       8.11%    3.23%*    N/A      N/A       09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio         19.34%    16.44%*    N/A      25.62%   19.07%*    N/A      N/A       09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust               9.59%    16.60%*    N/A      15.36%    5.96%   18.03%*    N/A       10/14/91
- ------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Growth Portfolio            23.53%    11.61%   10.98%     30.03%    9.64%   12.76%   10.98%      12/31/85
- ------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio
Class A Shares                                  4.19%     7.76%    7.27%*     9.67%   13.22%    8.87%    7.91%*     04/30/87
- ------------------------------------------------------------------------------------------------------------------------------
TCI Growth                                     22.94%    13.08%   11.18%*    29.41%   12.51%   14.24%   11.89%*     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.

                                          6

<PAGE>


                                 AETNA PLUS CONTRACTS
                                       TABLE D


<TABLE>
<CAPTION>

INSTALLMENT PAYMENT ACCOUNT                                                                                           FUND
($7.50 ANNUAL MAINTENANCE FEE)                        STANDARDIZED               NON-STANDARDIZED                   INCEPTION
                                                                                                                       DATE
- ------------------------------------------------------------------------------------------------------------------------------
        SUBACCOUNT                           1  year   5 years  10 years   1 year    3 years   5 years   10 years
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>       <C>      <C>        <C>       <C>       <C>      <C>        <C>
Aetna Variable Fund                           24.05%    10.93%   12.27%     30.58%    10.40%    12.08%   12.27%     04/30/75
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Income Shares                           10.91%     7.37%    8.49%     16.75%     6.28%     8.47%    8.49%     06/01/78
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund                    (0.53%)    2.31%    4.89%      4.70%     3.11%     3.37%    4.89%     09/01/75
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc.          19.34%     9.34%    8.50%*    25.62%    10.27%    10.47%    9.35%*    06/23/89
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Ascent Variable Portfolio                4.30%*     N/A      N/A       9.79%*     N/A       N/A      N/A      07/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads Variable Portfolio            3.19%*     N/A      N/A       8.63%*     N/A       N/A      N/A      07/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Legacy Variable Portfolio                2.18%*     N/A      N/A       7.56%*     N/A       N/A      N/A      07/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Alger American Growth Portfolio               27.92%    18.96%   17.06%*    34.65%    17.70%    20.19%   17.93%*    01/08/89
- ------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap Portfolio            35.36%    17.67%   20.08%*    42.49%    14.30%    18.88%   20.93%*    09/21/88
- ------------------------------------------------------------------------------------------------------------------------------
Calvert Responsibly Invested Balanced
Portfolio                                     21.73%     8.71%    8.09%*    28.14%     9.56%     9.83%    8.69%*    09/30/86
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio          30.98%*     N/A      N/A      37.88%*     N/A       N/A      N/A      01/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio          26.72%    18.56%   11.34%*    33.39%    18.09%    19.79%   11.96%*    10/22/86
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio                 26.98%    18.03%   12.88%*    33.66%    15.85%    19.25%   13.52%*    11/07/86
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio                2.87%     5.66%    5.38%*     8.29%    13.83%     6.75%    5.99%*    02/13/87
- ------------------------------------------------------------------------------------------------------------------------------
Franklin Government Securities Trust          10.40%     6.24%    7.00%*    16.21%     5.50%     7.34%    7.84%*    05/30/89
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio       19.58%    23.20%*    N/A      25.87%    25.98%*     N/A      N/A      09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio                17.05%     9.99%*    N/A      23.21%    12.47%*     N/A      N/A      09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio         16.18%     5.89%*    N/A      22.29%     8.28%*     N/A      N/A      09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                  22.10%    11.23%*    N/A      28.53%    13.74%*     N/A      N/A      09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Short-Term Bond Portfolio          2.74%     0.99%*    N/A       8.15%     3.27%*     N/A      N/A      09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio        19.37%    16.47%*    N/A      25.66%    19.10%*     N/A      N/A      09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust              9.62%    16.63%*    N/A      15.39%     6.00%    18.06%*    N/A      10/14/91
- ------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Growth Portfolio           23.56%    11.64%   11.01%     30.07%     9.68%    12.79%   11.01%     12/31/85
- ------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio
Class A Shares                                 4.22%     7.79%    7.31%*     9.71%    13.25%     8.90%    7.94%*    04/30/87
- ------------------------------------------------------------------------------------------------------------------------------
TCI Growth                                    22.97%    13.11%   11.21%*    29.44%    12.54%    14.28%   11.92%*    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.

                                          7

<PAGE>

                              MULTIPLE OPTION CONTRACTS
                                       TABLE A



<TABLE>
<CAPTION>

        SINGLE PAYMENT ACCOUNT                                                                                        FUND
          ($0 MAINTENANCE FEE)                        STANDARDIZED                          NON-STANDARDIZED        INCEPTION
                                                                                                                      DATE
- ------------------------------------------------------------------------------------------------------------------------------
        SUBACCOUNT                             1  year   5 years   10 years   1 year    3 years  5 years  10 years
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>       <C>       <C>        <C>       <C>      <C>      <C>       <C>
Aetna Variable Fund                            24.08%    11.20%    12.30%     30.61%    10.43%   12.11%   12.30%    04/30/75
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Income Shares                            10.94%     7.62%     8.52%     16.78%     6.32%    8.51%    8.52%    06/01/78
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund                     (0.50%)    2.56%     4.92%      4.74%     3.14%    3.40%    4.92%    09/01/75
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc.           19.37%     9.60%     8.88%*    25.65%    10.30%   10.50%    9.39%*   06/23/89
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Ascent Variable Portfolio                 4.33%*     N/A       N/A       9.82%*     N/A      N/A      N/A     07/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads Variable Portfolio             3.22%*     N/A       N/A       8.66%*     N/A      N/A      N/A     07/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Legacy Variable Portfolio                 2.21%*     N/A       N/A       7.59%*     N/A      N/A      N/A     07/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Alger American Growth Portfolio                28.02%    19.25%    17.45%*    34.76%    17.76%   20.23%   17.97%*   01/08/89
- ------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap Portfolio             35.40%    18.14%    20.76%*    42.53%    14.64%   19.11%   21.09%*   09/21/88
- ------------------------------------------------------------------------------------------------------------------------------
Calvert Responsibly Invested Balanced
Portfolio                                      21.90%     8.94%     8.71%*    28.31%     9.36%    9.83%    8.71%*   09/30/86
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio           31.05%*     N/A       N/A      37.94%*     N/A      N/A      N/A     01/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio           26.87%    18.85%    11.99%*    33.55%    18.13%   19.82%   11.99%*   10/22/86
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio                  27.02%    18.31%    13.55%*    33.70%    15.89%   19.28%   13.55%*   11/07/86
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio                 2.90%     5.91%     5.90%*     8.31%    13.86%    6.78%    6.02%*   02/13/87
- ------------------------------------------------------------------------------------------------------------------------------
Franklin Government Securities Trust           10.43%     6.52%     7.39%*    16.24%     5.49%    7.40%    7.89%*   05/30/89
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio        19.62%    23.24%*     N/A      25.91%    26.02%*    N/A      N/A     09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio                 17.05%    10.01%*     N/A      23.22%    12.49%*    N/A      N/A     09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio          16.22%     5.92%*     N/A      22.33%     8.31%*    N/A      N/A     09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                   21.78%    11.13%*     N/A      28.19%    13.63%*    N/A      N/A     09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Short-Term Bond Portfolio           2.49%     0.90%*     N/A       7.89%     3.18%*    N/A      N/A     09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio         19.54%    16.56%*     N/A      25.83%    19.19%*    N/A      N/A     09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust               9.64%     3.76%*     N/A      15.41%     5.72%    5.03%*    N/A     10/14/91
- ------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Growth Portfolio            23.59%    11.36%    10.77%     30.09%     8.80%   12.28%   10.77%    12/31/85
- ------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio
Class A Shares                                  4.25%     8.15%     7.91%*     9.74%    13.52%    9.03%    8.03%*   04/30/87
- ------------------------------------------------------------------------------------------------------------------------------
TCI Growth                                     22.99%    12.56%    11.32%*    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.

                                          8

<PAGE>

                              MULTIPLE OPTION CONTRACTS
                                       TABLE B


<TABLE>
<CAPTION>

        INSTALLMENT PAYMENT ACCOUNT                                                                                    FUND
        ($20 ANNUAL MAINTENANCE FEE)                  STANDARDIZED                          NON-STANDARDIZED         INCEPTION
                                                                                                                       DATE
- ------------------------------------------------------------------------------------------------------------------------------
        SUBACCOUNT                            1  year   5 years   10 years   1 year    3 years  5 years  10 years
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>       <C>       <C>        <C>       <C>      <C>      <C>        <C>
Aetna Variable Fund                            23.99%    10.88%    12.22%     30.52%    10.34%   12.03%    12.22%    04/30/75
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Income Shares                            10.85%     7.31%     8.44%     16.69%     6.23%    8.42%     8.44%    06/01/78
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund                     (0.59%)    2.26%     4.83%      4.65%     3.06%    3.32%     4.83%    09/01/75
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc.           19.29%     9.29%     8.44%*    25.57%    10.22%   10.42%     9.30%*   06/23/89
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Ascent Variable Portfolio                 4.24%*     N/A       N/A       9.73%*     N/A      N/A       N/A     07/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads Variable Portfolio             3.14%*     N/A       N/A       8.57%*     N/A      N/A       N/A     07/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Legacy Variable Portfolio                 2.13%*     N/A       N/A       7.51%*     N/A      N/A       N/A     07/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Alger American Growth Portfolio                27.93%    18.92%    17.02%*    34.67%    17.67%   20.15%    17.88%*   01/08/89
- ------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap Portfolio             35.31%    17.81%    20.16%*    42.44%    14.55%   19.02%    21.01%*   09/21/88
- ------------------------------------------------------------------------------------------------------------------------------
Calvert Responsibly Invested Balanced
Portfolio                                      21.81%     8.62%     8.02%*    28.23%     9.28%    9.74%     8.62%*   09/30/86
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio           30.96%*     N/A       N/A      37.86%*     N/A      N/A       N/A     01/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio           26.79%    18.52%    11.29%*    33.46%    18.05%   19.74%    11.91%*   10/22/86
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio                  26.93%    17.98%    12.83%*    33.62%    15.80%   19.20%    13.47%*   11/07/86
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio                 2.81%     5.60%     5.32%*     8.23%    13.77%    6.69%     5.93%*   02/13/87
- ------------------------------------------------------------------------------------------------------------------------------
Franklin Government Securities Trust           10.35%     6.22%     6.97%*    16.16%     5.41%    7.31%     7.81%*   05/30/89
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio        19.53%    23.16%*     N/A      25.83%    25.94%*    N/A       N/A     09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio                 16.97%     9.92%*     N/A      23.13%    12.40%*    N/A       N/A     09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio          16.13%     5.83%*     N/A      22.25%     8.22%*    N/A       N/A     09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                   21.70%    11.04%*     N/A      28.11%    13.55%*    N/A       N/A     09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Short-Term Bond Portfolio           2.41%     0.82%*     N/A       7.80%     3.09%*    N/A       N/A     09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio         19.45%    16.48%*     N/A      25.75%    19.11%*    N/A       N/A     09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust               9.55%     3.67%*     N/A      15.33%     5.63%    4.94%*     N/A     10/14/91
- ------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Growth Portfolio            23.50%    11.05%    10.69%     30.01%     8.71%   12.19%    10.69%    12/31/85
- ------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio
Class A Shares                                  4.16%     7.84%     7.31%*     9.65%    13.43%    8.95%     7.95%*   04/30/87
- ------------------------------------------------------------------------------------------------------------------------------
TCI Growth                                     22.91%    12.24%    10.67%*    29.38%    11.20%   13.40%    11.37%*   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.

                                          9

<PAGE>

                              MULTIPLE OPTION CONTRACTS
                                       TABLE C


<TABLE>
<CAPTION>

        INSTALLMENT PAYMENT ACCOUNT                                                                                    FUND
        ($15 ANNUAL MAINTENANCE FEE)                  STANDARDIZED                          NON-STANDARDIZED         INCEPTION
                                                                                                                      DATE
- ------------------------------------------------------------------------------------------------------------------------------
        SUBACCOUNT                            1  year   5 years   10 years   1 year   3 years  5 years  10 years
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>       <C>      <C>         <C>      <C>      <C>      <C>         <C>
Aetna Variable Fund                            24.01%    10.90%   12.24%      30.55%   10.36%    12.05%   12.24%     04/30/75
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Income Shares                            10.87%     7.33%    8.46%      16.71%    6.25%     8.44%    8.46%     06/01/78
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund                     (0.57%)    2.28%    4.85%       4.67%    3.08%     3.34%    4.85%     09/01/75
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc.           19.31%     9.31%    8.47%*     25.59%   10.24%    10.44%    9.32%*    06/23/89
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Ascent Variable Portfolio                 4.26%*     N/A      N/A        9.76%*    N/A       N/A      N/A      07/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads Variable Portfolio             3.16%*     N/A      N/A        8.59%*    N/A       N/A      N/A      07/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Legacy Variable Portfolio                 2.15%*     N/A      N/A        7.53%*    N/A       N/A      N/A      07/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Alger American Growth Portfolio                27.95%    18.94%   17.04%*     34.69%   17.69%    20.17%   17.90%*    01/08/89
- ------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap Portfolio             35.33%    17.83%   20.18%*     42.46%   14.57%    19.04%   21.03%*    09/21/88
- ------------------------------------------------------------------------------------------------------------------------------
Calvert Responsibly Invested Balanced
Portfolio                                      21.83%     8.64%    8.05%*     28.25%    9.30%     9.77%    8.64%*    09/30/86
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio           30.98%*     N/A      N/A       37.88%*    N/A       N/A      N/A      01/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio           26.81%    18.54%   11.31%*     33.48%   18.07%    19.76%   11.93%*    10/22/86
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio                  26.95%    18.00%   12.85%*     33.64%   15.82%    19.22%   13.49%*    11/07/86
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio                 2.83%     5.62%    5.34%*      8.25%   13.79%     6.71%    5.95%*    02/13/87
- ------------------------------------------------------------------------------------------------------------------------------
Franklin Government Securities Trust           10.37%     6.24%    6.99%*     16.18%    5.43%     7.33%    7.83%*    05/30/89
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio        19.55%    23.18%*    N/A       25.85%   25.96%*     N/A      N/A      09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio                 16.99%     9.94%*    N/A       23.15%   12.42%*     N/A      N/A      09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio          16.15%     5.86%*    N/A       22.27%    8.25%*     N/A      N/A      09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                   21.72%    11.06%*    N/A       28.13%   13.57%*     N/A      N/A      09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Short-Term Bond Portfolio           2.43%     0.84%*    N/A        7.82%    3.11%*     N/A      N/A      09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio         19.47%    16.50%*    N/A       25.77%   19.13%*     N/A      N/A      09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust               9.58%     3.70%*    N/A       15.35%    5.66%     4.97%*    N/A      10/14/91
- ------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Growth Portfolio            23.53%    11.07%   10.71%      30.03%    8.73%    12.21%   10.71%     12/31/85
- ------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio
Class A Shares                                  4.19%     7.86%    7.33%*      9.67%   13.46%     8.97%    7.97%*    04/30/87
- ------------------------------------------------------------------------------------------------------------------------------
TCI Growth                                     22.93%    12.26%   10.69%*     29.40%   11.22%    13.42%   11.39%*    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.

                                          10

<PAGE>

                              MULTIPLE OPTION CONTRACTS
                                       TABLE D


<TABLE>
<CAPTION>

        INSTALLMENT PAYMENT ACCOUNT                                                                                    FUND
        ($7.50 ANNUAL MAINTENANCE FEE)                STANDARDIZED                          NON-STANDARDIZED         INCEPTION
                                                                                                                       DATE
- ------------------------------------------------------------------------------------------------------------------------------
        SUBACCOUNT                             1 year    5 years   10 years   1 year    3 years  5 years  10 years
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>       <C>       <C>        <C>       <C>      <C>      <C>        <C>
Aetna Variable Fund                            24.05%    10.93%    12.27%     30.58%    10.40%   12.08%   12.27%    04/30/75
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Income Shares                            10.91%     7.37%     8.49%     16.75%     6.28%    8.47%    8.49%    06/01/78
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund                     (0.53%)    2.31%     4.89%      4.70%     3.11%    3.37%    4.89%    09/01/75
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc.           19.34%     9.34%     8.50%*    25.62%    10.27%   10.47%    9.35%*   06/23/89
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Ascent Variable Portfolio                 4.30%*     N/A       N/A       9.79%*     N/A      N/A      N/A     07/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads Variable Portfolio             3.19%*     N/A       N/A       8.63%*     N/A      N/A      N/A     07/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Aetna Legacy Variable Portfolio                 2.18%*     N/A       N/A       7.56%*     N/A      N/A      N/A     07/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Alger American Growth Portfolio                27.99%    18.97%    17.07%*    34.72%    17.72%   20.20%   17.93%*   01/08/89
- ------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap Portfolio             35.37%    17.86%    20.21%*    42.49%    14.60%   19.07%   21.06%*   09/21/88
- ------------------------------------------------------------------------------------------------------------------------------
Calvert Responsibly Invested Balanced
Portfolio                                      21.86%     8.68%     8.08%*    28.28%     9.33%    9.80%    8.67%*   09/30/86
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio           31.01%*     N/A       N/A      37.91%      N/A      N/A      N/A     01/03/95
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio           26.84%    18.57%    11.34%*    33.52%    18.10%   19.79%   11.96%*   10/22/86
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio                  26.98%    18.03%    12.88%*    33.67%    15.85%   19.25%   13.52%*   11/07/86
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio                 2.87%     5.66%     5.37%*     8.28%    13.83%    6.75%    5.98%*   02/13/87
- ------------------------------------------------------------------------------------------------------------------------------
Franklin Government Securities Trust           10.40%     6.27%     7.02%*    16.21%     5.46%    7.37%    7.86%*   05/30/89
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio        19.59%    23.21%*     N/A      25.88%    25.99%*    N/A      N/A     09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio                 17.02%     9.97%*     N/A      23.18%    12.46%*    N/A      N/A     09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio          16.18%     5.89%*     N/A      22.30%     8.28%*    N/A      N/A     09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                   21.75%    11.09%*     N/A      28.16%    13.60%*    N/A      N/A     09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Short-Term Bond Portfolio           2.46%     0.87%*     N/A       7.86%     3.15%*    N/A      N/A     09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio         19.51%    16.53%*     N/A      25.80%    19.16%*    N/A      N/A     09/13/93
- ------------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust               9.61%     3.73%*     N/A      15.38%     5.69%    5.00%*    N/A     10/14/91
- ------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Growth Portfolio            23.56%    11.10%    10.74%     30.06%     8.76%   12.25%   10.74%    12/31/85
- ------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio
Class A Shares                                  4.22%     7.89%     7.36%*     9.70%    13.49%    9.00%    8.00%*   04/30/87
- ------------------------------------------------------------------------------------------------------------------------------
TCI Growth                                     22.96%    12.30%    10.72%*    29.44%    11.25%   13.45%   11.42%*   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.

                                          11

<PAGE>

                                   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:
Assume that, at the date Annuity payments are to begin, there are 3,000
Accumulation Units credited under a particular Account and that the value of an
Acccumulation 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


                                          12

<PAGE>


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.

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 

                                          13

<PAGE>

include primarily the examination of the Separate Account's financial 
statements and the review of filings made with the SEC.

                                          14

<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       NET
                                                          AMOUNT      COMPANIES      COMPANIES     AMOUNT
                                                         ---------  -------------  -------------  ---------
                                                                             (MILLIONS)
<S>                                                      <C>        <C>            <C>            <C>
1995
Premiums:
  Life Insurance.......................................  $    28.8    $     8.6      $    28.0    $    48.2
  Accident and Health Insurance........................        7.5          7.5             --           --
  Annuities............................................       82.1           --            0.5         82.6
                                                         ---------        -----          -----    ---------
  Total earned premiums................................  $   118.4    $    16.1      $    28.5    $   130.8
                                                         ---------        -----          -----    ---------
                                                         ---------        -----          -----    ---------
 
1994
Premiums:
  Life Insurance.......................................  $    27.3    $     6.0      $    32.8    $    54.1
  Accident and Health Insurance........................        9.3          9.3             --           --
  Annuities............................................       69.9           --            0.2         70.1
                                                         ---------        -----          -----    ---------
  Total earned premiums................................  $   106.5    $    15.3      $    33.0    $   124.2
                                                         ---------        -----          -----    ---------
                                                         ---------        -----          -----    ---------
1993
Premiums:
  Life Insurance.......................................  $    22.4    $     5.6      $    33.3    $    50.1
  Accident and Health Insurance........................       12.9         12.9             --           --
  Annuities............................................       31.3           --            0.7         32.0
                                                         ---------        -----          -----    ---------
  Total earned premiums................................  $    66.6    $    18.5      $    34.0    $    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. 75964(S)-2                                           ALIAC ED. MAY 1996



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