VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO
497, 1996-05-08
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<PAGE>





                                                                     Prospectus
                                                                       Dated:
                                                                     May 1, 1996




                       VARIABLE
                       ANNUITY
                       ACCOUNT C


                       AETNAPLUS
                       RETIREMENT PLUS
                       TAX-DEFERRED ANNUITY PLANS











                                 [LOGO]


75986.ACES-2           Aetna Life Insurance and Annuity Company
<PAGE>
                                   PROSPECTUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
This   Prospectus   describes   group   deferred   variable   annuity  contracts
("Contracts")  issued  by  Aetna  Life   Insurance  and  Annuity  Company   (the
"Company").  The Contracts are available  for nonprofit healthcare organizations
and certain tax-exempt nonhealthcare (Section 501(c)(3)) organizations for their
employees under Section 403(b) of the  Internal Revenue Code of 1986 as  amended
(the  "Code") and  for employees of  certain tax-exempt  organizations and their
for-profit subsidiaries in connection with qualified defined contribution  plans
under Sections 401(a)/401(k) 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 also 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 under 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 through the Separate
Account.  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  form  or  on  the  prospectus  receipt  contained  in  this
Prospectus, or by calling the number listed under the "Inquiries" section of the
Prospectus Summary.
 
THIS PROSPECTUS IS VALID  ONLY WHEN ACCOMPANIED BY  THE CURRENT PROSPECTUSES  OF
THE  FUNDS AND THE  GUARANTEED ACCUMULATION ACCOUNT.  ALL PROSPECTUSES SHOULD BE
READ AND RETAINED FOR FUTURE REFERENCE.
 
THESE SECURITIES HAVE  NOT BEEN APPROVED  OR DISAPPROVED BY  THE SECURITIES  AND
EXCHANGE  COMMISSION OR ANY  STATE SECURITIES COMMISSION  NOR HAS THE SECURITIES
AND EXCHANGE  COMMISSION OR  ANY  STATE SECURITIES  COMMISSION PASSED  UPON  THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
 
  THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION ARE DATED MAY 1,
                                     1996.
<PAGE>
                               TABLE OF CONTENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
<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.................................................                   4
    Rights Under the Contract.........................................                   5
    Transfer Credits..................................................                   5
    Right to Cancel...................................................                   5
CHARGES AND DEDUCTIONS................................................                   5
    Daily Deductions from the Separate Account........................                   5
         Mortality and Expense Risk Charge............................                   5
         Administrative Expense Charge................................                   6
    Maintenance Fee...................................................                   6
    Deferred Sales Charge.............................................                   6
    Deferred Sales Charge Schedule for GAA for Certain New York
     Contracts........................................................                   8
    Fund Expenses.....................................................                   8
    Premium and Other Taxes...........................................                   8
CONTRACT VALUATION....................................................                   8
    Account Value.....................................................                   8
    Accumulation Units................................................                   8
    Net Investment Factors............................................                   9
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 the Annuity Period...................                  13
</TABLE>
<PAGE>
<TABLE>
<S>                                                                     <C>
TAX STATUS............................................................                  14
    Introduction......................................................                  14
    Taxation of the Company...........................................                  14
    Contracts Used with Certain Retirement Plans......................                  14
MISCELLANEOUS.........................................................                  17
    Distribution......................................................                  17
    Delay or Suspension of Payments...................................                  17
    Performance Reporting.............................................                  17
    Voting Rights.....................................................                  17
    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
APPENDIX IV--EMPLOYEE APPOINTMENT OF EMPLOYER AS AGENT UNDER AN
  ANNUITY CONTRACT....................................................                  23
</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 Employee Accounts and
Employer Accounts may be established for each Participant.
 
ACCOUNT VALUE: The total dollar value of  amounts held in an Account as of  each
Valuation Date during the Accumulation Period.
 
ACCOUNT  YEAR: A  period of  twelve months  measured from  the date  on which an
Account is  established (the  effective date)  or from  an anniversary  of  such
effective date.
 
ACCUMULATION  PERIOD: The period during which Purchase Payment(s) credited to an
Account are invested to fund future annuity payments.
 
ACCUMULATION UNIT: A  measure of  the value  of each  Subaccount before  annuity
payments begin.
 
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.
 
CODE: Internal Revenue Code of 1986, as amended.
 
COMPANY (WE, US): Aetna Life Insurance and Annuity Company.
 
CONTRACT:  The  group  deferred  variable  annuity  contracts  offered  by  this
Prospectus.
 
CONTRACT  BENEFICIARY(IES):  Under  the  Contract, the  Contract  Holder  is the
Contract  Beneficiary.  The  Participant  designates  a  beneficiary  with   the
employer,  pursuant to terms of the  Plan. (See definition of "Plan Beneficiary"
below.)
 
CONTRACT HOLDER:  The person  or entity  to  whom the  Contract is  issued.  The
Contract Holder is usually the employer.
 
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.
 
EMPLOYEE  ACCOUNT:  An  Account  that is  credited  with  payments  derived from
employee salary  reduction contributions  and  remitted to  the Company  by  the
employer on behalf of each Participant.
 
EMPLOYER ACCOUNT: An account that is credited with net Purchase Payments made by
the Contract Holder.
 
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  BENEFICIARY: The person entitled to receive benefits under the Plan in the
event of the Participant's death.
 
- --------------------------------------------------------------------------------
                                DEFINITIONS - 1
<PAGE>
PLAN(S): Tax-deferred  retirement plans  under Section  403(b) of  the Code  for
employees  of  nonprofit healthcare  organizations  and other  Section 501(c)(3)
nonhealthcare  organizations.  Certain  for-profit  subsidiaries  of  tax-exempt
organizations  may be offered  a separate Contract  in connection with qualified
defined contribution plans under Section 401(a)/401(k) of the Code.
 
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  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 nonprofit  healthcare
organizations   and   certain  tax-exempt   nonhealthcare   (Section  501(c)(3))
organizations for their  employees under  Section 403(b)  of the  Code, and  for
employees  of  certain for-profit  subsidiaries  of tax-exempt  organizations in
connection with qualified defined contribution plans under Section 401(a)/401(k)
of  the  Code.  Under  these   Plans,  the  Contract  Holder  (employer)   makes
contributions  on behalf of  a Participant (employee)  and the Participant makes
contributions via salary reduction.
 
CONTRACT PURCHASE
 
    The Contract may be purchased by eligible organizations on behalf of a group
made up of their employees. Eligible  employees may participate in the  Contract
by  completing the  enrollment form and  submitting it 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
 
    Contract Holders have  the right  to cancel  their purchase  within 10  days
after  receiving 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  received  upon cancellation  will  reflect the
investment performance  of the  Subaccounts into  which Purchase  Payments  were
deposited.  In some cases this  may be more or less  than the amount of 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. 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  Appendices for a full
description of  the  restrictions  applicable to  transfers  from  the  Credited
Interest Options.) (See "Transfers.")
 
WITHDRAWALS
 
    The  Contract Holder may redeem all or a  part of the Account Value 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.")
 
- --------------------------------------------------------------------------------
                                  SUMMARY - 1
<PAGE>
    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
 
    A  Contract Holder under  a Section 403(b)  Plan may request  a loan on your
behalf at any time during the Accumulation Period. Such loan will be taken  from
the  Employee Account and/or the Employer  Account, as permitted by the Contract
Holder.  Loans  are   not  available   from  Contracts   issued  under   Section
401(a)/401(k) Plans. (See "Contract Loans.")
 
DEATH BENEFIT
 
    The  Contract  provides that  a  death benefit  is  payable to  the Contract
Beneficiary upon  the death  of the  Participant before  the Annuity  Date.  The
Contract  Holder may direct that  we make such payment  to the Plan Beneficiary.
The amount of the death  benefit will be equal to  the Account Value. Until  the
election  of a method of  payment, the Account Value  will remain invested under
the Contract. The Contract Holder, on behalf of a Plan 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,
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, the  Contract Holder, on  your behalf,  may elect  the
commencement  of  Annuity Payments.  Annuity Payments  can be  made on  either a
fixed, variable or combination fixed and variable basis. If a variable payout is
selected, the  payments  will  vary  with  the  investment  performance  of  the
Subaccount(s)  selected. The Company  reserves the right to  limit the number of
Subaccounts that  may be  available  during the  Annuity Period.  (See  "Annuity
Period.")
 
TAXES
 
    Contributions  and  earnings  are  not generally  taxed  until  you  or your
beneficiary(ies) actually  receive  a  distribution from  the  Contract.  A  10%
federal  tax penalty  and 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. Some expenses  may vary as explained  under
"Charges  and Deductions." The  charges and expenses shown  below do not include
premium taxes that may  be applicable. For more  information regarding fees  and
expenses paid out of the assets of a particular Fund, see the Fund's prospectus.
 
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:             SINGLE PURCHASE PAYMENT ACCOUNTS:
       PURCHASE PAYMENT          DEFERRED SALES          ACCOUNT YEARS            DEFERRED SALES
      PERIODS COMPLETED         CHARGE DEDUCTION           COMPLETED             CHARGE DEDUCTION
- ------------------------------  ---------------- ------------------------------  ----------------
<S>                             <C>              <C>                             <C>
Less than 5                               5%     Less than 5                               5%
5 or more but less than 7                 4%     5 or more but less than 6                 4%
7 or more but less than 9                 3%     6 or more but less than 7                 3%
9 or more but less than 10                2%     7 or more but less than 8                 2%
More than 10                              0%     8 or more but less than 9                 1%
                                                 9 or more                                 0%
</TABLE>
 
<TABLE>
<S>                                                                                         <C>
ANNUAL CONTRACT MAINTENANCE FEE Installment Purchase Payment Account......................  $   15.00
                                Single Purchase Payment Account...........................  $    0.00
 
The maintenance fee will generally be deducted annually from each Account
during the Accumulation Period. The amount shown is the MAXIMUM maintenance fee
that can be deducted under each Account.
</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. We currently do not impose an Administrative Expense
Charge.....................................................................................      0.00%
                                                                                                 -----
However, we reserve the right to deduct a daily charge of not more than 0.25%
per year from the Subaccounts.
 
  TOTAL SEPARATE ACCOUNT CHARGES...........................................................      1.25%
                                                                                             ---------
                                                                                             ---------
</TABLE>
 
- --------------------------------------------------------------------------------
                                 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, the following figures are a percentage of average
net assets and, except where otherwise  indicated, are based on figures for  the
year  ended December 31, 1995. 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 reductions  for fees  paid
   indirectly would be 0.81%.
(4) A  portion of the brokerage commissions the Fund paid was used to reduce its
    expenses. Without this reduction, total  operating expenses would have  been
    0.73% for the Contrafund Portfolio.
(5)An  expense reimbursement arrangement  was in effect  until February 1, 1996;
   however, it  is  no longer  in  effect. The  advisory  fee and  total  annual
   expenses  shown  above  reflect  the  actual  expenses  of  the  Fund  before
   reimbursement, as if such arrangement had not been in effect during 1995.
(6)The information for each Portfolio is  net of fee waivers or reductions  from
   Janus  Capital. Fee reductions  for the Aggressive  Growth, Balanced, 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
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 2
<PAGE>
   Aggressive  Growth  Portfolio; 1.00%,  0.55%,  1.55% for  Balanced 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 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.
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 3
<PAGE>
HYPOTHETICAL ILLUSTRATION (EXAMPLE)
 
THIS   EXAMPLE  IS   PURELY  HYPOTHETICAL.  IT   SHOULD  NOT   BE  CONSIDERED  A
REPRESENTATION OF PAST OR  FUTURE EXPENSES OR  EXPECTED RETURN. ACTUAL  EXPENSES
AND/OR RETURN MAY BE MORE OR LESS THAN THOSE SHOWN BELOW.
 
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  $15.00 that can be
deducted under the Contract has been  converted to a percentage of assets  equal
to 0.107%.
 
<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               $69      $108      $149      $197       $17      $ 53      $ 91      $197
 Aetna Income Shares               $69      $108      $150      $199       $17      $ 53      $ 92      $199
 Aetna Variable Encore Fund        $69      $109      $151      $202       $17      $ 54      $ 93      $202
 Aetna Investment Advisers
  Fund, Inc.                       $69      $108      $150      $199       $17      $ 53      $ 92      $199
 Aetna Ascent Variable
  Portfolio                        $71      $117      $166      $233       $20      $ 63      $108      $233
 Aetna Crossroads Variable
  Portfolio                        $71      $117      $166      $233       $20      $ 63      $108      $233
 Aetna Legacy Variable
  Portfolio                        $71      $117      $166      $233       $120     $ 63      $108      $233
 Alger American Growth
  Portfolio                        $74      $123      $176      $254       $22      $ 69      $118      $254
 Alger American Small Cap
  Portfolio                        $74      $125      $179      $261       $23      $ 71      $122      $261
 Calvert Responsibly Invested
  Balanced Portfolio               $74      $123      $175      $252       $22      $ 68      $117      $252
 Fidelity VIP II Contrafund
  Portfolio                        $73      $120      $169      $241       $21      $ 65      $112      $241
 Fidelity VIP Equity-Income
  Portfolio                        $71      $116      $164      $229       $20      $ 62      $106      $229
 Fidelity VIP Growth Portfolio     $72      $119      $168      $239       $21      $ 64      $111      $239
 Fidelity VIP Overseas
  Portfolio                        $74      $125      $179      $260       $23      $ 71      $121      $260
 Franklin Government Securities
  Trust                            $73      $121      $171      $245       $21      $ 66      $114      $245
 Janus Aspen Aggressive Growth
  Portfolio                        $74      $124      $176      $255       $22      $ 69      $119      $255
 Janus Aspen Balanced Portfolio    $79      $138      $200      $306       $28      $ 85      $144      $306
 Janus Aspen Flexible Income
  Portfolio                        $76      $130      $186      $276       $25      $ 76      $129      $276
 Janus Aspen Growth Portfolio      $73      $121      $172      $247       $22      $ 67      $115      $247
 Janus Aspen Short-Term Bond
  Portfolio                        $72      $119      $168      $239       $21      $ 64      $111      $239
 Janus Aspen Worldwide Growth
  Portfolio                        $74      $125      $178      $259       $23      $ 71      $121      $259
 Lexington Natural Resources
  Trust                            $80      $141      $205      $315       $29      $ 88      $149      $315
 Neuberger & Berman Growth
  Portfolio                        $75      $126      $180      $263       $23      $ 72      $123      $263
 Scudder International
  Portfolio Class A Shares         $76      $130      $187      $277       $25      $ 76      $130      $277
 TCI Growth                        $75      $128      $183      $269       $24      $ 74      $126      $269
</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 - 4
<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           1990
                                     --------------   ------------   -------------   -------------   -----------   -------------
 
<S>                                  <C>              <C>            <C>             <C>             <C>           <C>
AETNA VARIABLE FUND
Value at beginning of period                $10.778        $11.020         $10.454         $97.165       $77.845         $76.311
Value at end of period                      $14.077        $10.778         $11.020         $10.454(2)     $97.165        $77.845
Increase (decrease) in value of
 accumulation unit(1)                         30.61%         (2.20)%          5.41%            (2)        24.82%            2.01%
Number of accumulation units
 outstanding at end of period           188,964,022    114,733,035      44,166,470          21,250    20,948,226      18,362,906
 
AETNA INCOME SHARES
Value at beginning of period                $10.360        $10.905         $10.068         $36.789       $31.192         $28.943
Value at end of period                      $12.098        $10.360         $10.905         $10.068(3)     $36.789        $31.192
Increase (decrease) in value of
 accumulation unit(1)                         16.78%         (5.00)%          8.31%            (3)         17.94%           7.77%
Number of accumulation units
 outstanding at end of period            21,379,976     11,713,354       4,084,142           3,870     7,844,412       6,984,793
 
AETNA VARIABLE ENCORE FUND
Value at beginning of period                $10.528        $10.241         $10.048         $33.812       $32.138         $30.012
Value at end of period                      $11.026        $10.528         $10.241         $10.048(4)     $33.812        $32.138
Increase (decrease) in value of
 accumulation unit(1)                          4.73%          2.80%           1.92%            (4)          5.21%           7.08%
Number of accumulation units
 outstanding at end of period            12,999,680      7,673,528       2,766,044             825     8,430,082      10,220,110
 
AETNA INVESTMENT ADVISERS
 FUND, INC.
Value at beginning of period                $10.868        $11.057         $10.189         $12.736       $10.896         $10.437
Value at end of period                      $13.673        $10.868         $11.057         $10.189(6)     $12.736        $10.896
Increase (decrease) in value of
 accumulation unit(1)                         25.81%         (1.71)%          8.52%            (6)         16.89%           4.40%
Number of accumulation units
 outstanding at end of period            38,152,395     23,139,604      11,368,365          11,508    22,898,099      17,078,985
 
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>
                                        1989           1988            1987            1986
                                     -----------   -------------   -------------   -------------
<S>                                  <C>           <C>             <C>             <C>
AETNA VARIABLE FUND
Value at beginning of period             $59.871         $52.885         $50.760         $43.205
Value at end of period                   $76.311         $59.871         $52.885         $50.760
Increase (decrease) in value of
 accumulation unit(1)                      27.46%          13.21%           4.19%          17.49%
Number of accumulation units
 outstanding at end of period         17,142,820      16,455,396      16,497,406      16,578,251
AETNA INCOME SHARES
Value at beginning of period             $25.574         $24.061         $23.308         $20.703
Value at end of period                   $28.943         $25.574         $24.061         $23.308
Increase (decrease) in value of
 accumulation unit(1)                      13.17%           6.29%           3.23%          12.58%
Number of accumulation units
 outstanding at end of period          6,202,834       5,955,293       5,372,271       6,188,470
AETNA VARIABLE ENCORE FUND
Value at beginning of period             $27.783         $26.171         $24.812         $23.504
Value at end of period                   $30.012         $27.783         $26.171         $24.812
Increase (decrease) in value of
 accumulation unit(1)                       8.02%           6.16%           5.48%           5.57%
Number of accumulation units
 outstanding at end of period          8,286,033       8,154,644       7,326,151       6,692,947
AETNA INVESTMENT ADVISERS
 FUND, INC.
Value at beginning of period             $10.000(5)
Value at end of period                   $10.437
Increase (decrease) in value of
 accumulation unit(1)                       4.37%
Number of accumulation units
 outstanding at end of period          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 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 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>           <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>
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 PORTFOLI
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 PORTFOLI
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>           <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 PORTF
<S>                                  <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 PORTFOL
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 PORTFOL
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 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
LEXINGTON NATURAL RESOURCES 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
NEUBERGER & BERMAN 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
SCUDDER INTERNATIONAL PORTFOLIO CLA
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>           <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>
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 allocated to 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  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 in the Separate Account, such
assets  are not  chargeable with liabilities  arising out of  any other business
conducted by the Company.  Income, gains or losses  of the Separate Account  are
credited 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
 
    The Contract Holder, or the Participant, if allowed by the Contract  Holder,
may  allocate Purchase Payments to one or  more of the Subaccounts as designated
on the enrollment  form. In turn,  the Subaccounts invest  in the  corresponding
Funds at net asset value.
 
    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)
 
- --------------------------------------------------------------------------------
                                       1
<PAGE>
- -AETNA  VARIABLE ENCORE  FUND seeks to  provide high  current return, consistent
 with preservation of capital and liquidity, through investment in  high-quality
 money  market instruments.  An investment  in the  Fund is  neither insured nor
 guaranteed by the U.S. Government.(1)
 
- -AETNA INVESTMENT ADVISERS FUND, INC. is a managed fund which seeks to  maximize
 investment  return consistent with reasonable  safety of principal by 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  the 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
 
- --------------------------------------------------------------------------------
                                       2
<PAGE>
 companies with  capitalizations 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% 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). High yield,  high risk securities involve  certain risks. See the
 Fund's prospectus for a discussion of these risks.(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
 
- --------------------------------------------------------------------------------
                                       3
<PAGE>
Company. Shares of the Funds may also  be sold to other insurance companies  for
the  same purpose. This is referred to  as "shared funding." Shares of the Funds
may also be  used for funding  variable life insurance  contracts issued by  the
Company or by third parties. This is referred to as "mixed funding."
 
    Because  the Funds  available under the  Contract are sold  to fund variable
annuity contracts and variable life insurance policies issued by us or by  other
companies,  certain conflicts of interest could arise. If a conflict of interest
were to occur, one of the separate  accounts might withdraw its investment in  a
Fund,   which  might   force  that   Fund  to   sell  portfolio   securities  at
disadvantageous prices, causing  its per  share value to  decrease. Each  Fund's
Board of Directors or Trustees has agreed to monitor events in order to identify
any  material irreconcilable conflicts  which might arise  and to determine what
action, if any, should be taken to address such conflict.
 
CREDITED INTEREST OPTIONS
 
    Purchase Payments may be allocated to  one or more of the Credited  Interest
Options available under the Contract as described below. 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) nonprofit healthcare
organizations   and   certain  tax-exempt   nonhealthcare   (Section  501(c)(3))
organizations for their  employees under  Section 403(b)  of the  Code, and  (2)
certain  tax-exempt organizations or their for-profit subsidiaries in connection
with qualified defined  contribution plans  under Section  401(a)/401(k) of  the
Code.  The  Contract Holder  must  notify the  Company  whether Title  I  of the
Employee Retirement  Income  Security  Act  of 1974  ("ERISA"),  as  amended  by
subsequent  law, including  the Retirement  Equity Act  of 1984,  applies to the
Plan.
 
PURCHASING INTERESTS IN THE CONTRACT
 
    Eligible organizations may acquire the Contract by submitting an application
to the Company. Once we approve the  application, 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.
 
    The  Company must accept or reject the application or enrollment form within
two business days of  receipt. If the enrollment  materials are incomplete,  the
Company  may hold  any forms and  accompanying Purchase Payments  for five days.
Purchase Payments may be held for longer periods pending acceptance of the forms
only with the consent of the  Participant, or under limited circumstances,  with
the  consent of the Contract  Holder. If we agree  to hold Purchase Payments for
longer than five business days based on the consent of the Contract Holder,  the
Purchase Payments will be deposited in the Aetna Variable Encore Fund Subaccount
until the forms are completed.
 
PURCHASE PAYMENTS
 
    The  Contract provides  for the  establishment of  two types  of Accounts on
behalf of each  Participant. Employer  Accounts will be  credited with  Purchase
Payments  made  by the  employer (Contract  Holder).  Employee Accounts  will be
credited  with  Purchase  Payments   derived  from  employee  salary   reduction
contributions. If such payments are continuing, periodic payments made by you or
the employer, the Employee or Employer Accounts will
 
- --------------------------------------------------------------------------------
                                       4
<PAGE>
be  designated as "Installment Purchase Payment  Accounts." If such payments are
lump sum transfers of  amounts accumulated under a  pre-existing plan that  meet
the  Company's minimums  and other  requirements at  the time  of purchase, such
payments will be  placed in  either Employer  Accounts or  Employee Accounts  as
instructed  by  the Contract  Holder, and  such Accounts  will be  designated as
"Single Purchase Payment Accounts."
 
    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
Contract  Holder or the Participant,  if allowed by the  Contract Holder, on the
enrollment form.  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.")
 
RIGHTS UNDER THE CONTRACT
 
    The  Contract Holder has all rights, title  and interest in the amounts held
under the Contract or  in the Account; the  Contract Holder makes all  elections
under  the Contract.  Participants have  no rights to  direct the  Company as to
payments under  the  Contract  unless  countersigned  by  the  Contract  Holder.
Benefits  payable  to Participants  are governed  exclusively  by the  Plan. The
Company is not a party to the Plan.
 
    Participants have  a nonforfeitable  right to  the value  of their  Employee
Account pursuant to Code Section 403(b) and the terms of the Plan as interpreted
by the Contract Holder. Participants have a nonforfeitable right to the value of
the  Employer  Account  pursuant to  the  terms of,  and  to the  extent  of the
Participant's vested percentage under, the  Plan as interpreted by the  Contract
Holder.
 
    The Contract Holder and each Participant have agreed in writing to the terms
and  conditions of the  Contract, to have  the Contract Holder  make all choices
under the Contract, and to be bound  by the Contract Holder's directions to  the
Company. (See Appendix IV.)
 
    In  addition to the responsibilities mentioned elsewhere in this Prospectus,
the Contract Holder must:
 
- - maintain all Participant vesting percentages and records;
 
- - certify that all distributions  are made in accordance  with the terms of  the
  Plan; and
 
- - ensure  that the Plan meets  certain nondiscrimination requirements imposed by
  the Code.
 
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 non-discriminatory basis. If a transfer credit is due under the Contract,  you
will be provided with additional information specific to the Contract.
 
RIGHT TO CANCEL
 
    The  Contract  Holder may  cancel participation  under the  Contract without
penalty by returning it to the Company with a written notice of cancellation. In
most states, Contract Holders have ten days to exercise this right; some  states
allow  a longer free-look period. When  we receive the request for cancellation,
we will return  the 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, the purchaser  bears the entire  investment risk for amounts
allocated among the Subaccounts during the free look period. Account Values will
be determined as  of the  Valuation Date  on which  we receive  the request  for
cancellation at our Home Office.
 
- --------------------------------------------------------------------------------
                                       5
<PAGE>
                             CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
DAILY DEDUCTIONS FROM THE SEPARATE ACCOUNT
 
    MORTALITY AND EXPENSE RISK CHARGE.  The Company makes a daily deduction from
each of the Subaccounts for the mortality and expense risk charge. The Charge is
equal,  on an annual basis, to 1.25% of  the daily net assets of the Subaccounts
and compensates the  Company for  the assumption  of the  mortality and  expense
risks  under the Contract. The mortality risks are those assumed for our promise
to make lifetime payments according to annuity rates specified in the  Contract.
The  expense risk is the risk that  the actual expenses for costs incurred under
the Contract  will  exceed the  maximum  costs that  can  be charged  under  the
Contract.
 
    If  the amount deducted for mortality and expense risks is not sufficient to
cover the  mortality costs  and expense  shortfalls, the  loss is  borne by  the
Company.  If the deduction  is more than  sufficient, the excess  may be used to
recover distribution  expenses relating  to the  Contracts and  as a  source  of
profit  to the Company. The Company expects  to make a profit from the mortality
and expense risk charge.
 
    ADMINISTRATIVE EXPENSE CHARGE.   The Company  reserves the right  to make  a
deduction  from  each  of  the Subaccounts  for  an  administrative  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.
 
    Under the Contract, the amount of  the administrative expense 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  the  Account  Value  of  each  Participant  who  has  an
Installment  Purchase Payment Account. No maintenance  fee will be deducted from
any Account designated as a Single Purchase Payment Account. The maintenance fee
is to reimburse the Company for some of its administrative expenses relating  to
the establishment of the Accounts.
 
    The  maximum maintenance  fee that can  be deducted for  each Participant is
$15. However, the maintenance  fee may be reduced  or eliminated depending  upon
certain  criteria  described  below.  At  the  election  of  the  employer,  the
maintenance fee  may  be  deducted  from  the  Participant's  Employee  Account,
Employer Account, or a portion from each Account. The Company may send a bill to
the employer at or prior to such deduction. The maintenance fee will be deducted
on  a pro rata basis from each  Subaccount and Credited Interest Option 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. 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
  Contract  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
 
- --------------------------------------------------------------------------------
                                       6
<PAGE>
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 Contract effective date.  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%
 
<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.
 
    A deferred sales charge will not be deducted from any portion of the Account
Value if the withdrawal is:
 
- - due  to  the  Participant's separation  from  service with  the  Employer (the
  employer must submit documentation satisfactory to the Company confirming that
  the Participant is no longer providing services to the employer);
 
- - 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");
 
- - due to financial hardship as specified in the Code;
 
- - paid  where the  Account Value  of any one  Account 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 or more 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  an affiliate  is the
recordkeeper, the deferred sales charge will  also be waived if such  withdrawal
is  due to  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  the  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 any
withdrawal 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.")
 
    In the instances cited above, no deferred sales charge is deducted. However,
the amount withdrawn may be subject to the 10% federal penalty tax.
 
    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
 
- --------------------------------------------------------------------------------
                                       7
<PAGE>
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.
 
    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 master Contracts, where available,
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 the 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
 
- --------------------------------------------------------------------------------
                                       8
<PAGE>
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 1.000 plus the  net
investment rate. The net investment rate equals:
 
    (a) the  net  assets of  the  Fund held  by  the Subaccount  on  the current
        Valuation Date, minus
 
    (b) the net  assets of  the Fund  held by  the Subaccount  on the  preceding
        Valuation Date, plus or minus
 
    (c) taxes  or provisions for taxes, if any, attributable to the operation of
        the Subaccount;
 
    (d) divided by the total value of the Subaccount's Accumulation and  Annuity
        Units preceding the 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, the  Contract Holder  (or you,  if
authorized by the Contract Holder) 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 employer's 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  form. 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
 
    The  Contract  Holder  (or  you,  if  authorized)  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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    The  Contract Holder, on your  behalf, may withdraw all  or a portion of the
Account Value  at  any time  during  the  Accumulation Period,  subject  to  the
withdrawal  restrictions under Section 403(b)  Contracts described below, and to
the limitations  on  withdrawals from  the  Fixed  Plus Account.  To  request  a
withdrawal,  the  Contract  Holder, on  your  behalf, must  properly  complete a
disbursement   form   and    send   it    to   our   Home    Office.   If    you
 
- --------------------------------------------------------------------------------
                                       9
<PAGE>
are  married and  are participating  in a  Plan subject  to ERISA,  the Contract
Holder must provide written certification that the applicable Retirement  Equity
Act requirements have been met. Payments for withdrawal requests will be made in
accordance  with SEC  requirements, but normally  not later  than seven calendar
days following our receipt of a disbursement form.
 
    Withdrawals may be requested in one of the following forms:
 
- -FULL WITHDRAWAL OF THE CONTRACT: The amount paid upon a full withdrawal will be
 the Account Value of all Accounts 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).
 
- -FULL WITHDRAWAL OF AN ACCOUNT:  The amount paid for  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,
 amounts available for withdrawal from the  Fixed Plus Account are 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
 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  requested otherwise in writing by  the Contract Holder. 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.")
 
REINVESTMENT PRIVILEGE
 
    The  Contract Holder may elect to reinvest  all or a portion of the proceeds
received from  a  full  withdrawal of  an  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  maintenance fee and  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  the Account  based on  the
Accumulation Unit Value next computed following our receipt of the request along
with  the amount to be  reinvested. The reinvestment privilege  may be used only
once. See Appendix I  for a discussion  of amounts withdrawn  from GAA and  then
reinvested.  If you  are contemplating  reinvestment, you  should seek competent
advice regarding the tax consequences associated with such a transaction.
 
                                 CONTRACT LOANS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    During the  Accumulation Period,  a Contract  Holder of  a 403(b)  Plan  may
request  (on your behalf)  a loan from  the your Employee  Account. The Contract
Holder may also authorize contract loans from the value of the Employer  Account
(check  with the Contract Holder to see if this is available). 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)/401(k) 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, the 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.  For
Contracts  issued in the state  of New York, no  market value adjustment will be
imposed on withdrawals from GAA for SWO or ECO.
 
    If one of the Additional Withdrawal  Options is selected, your Account  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 elected, an Additional Withdrawal Option may be revoked by the Contract
Holder 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 Contract
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  Plan Beneficiary  (as directed in  writing by  the
Contract Holder):
 
- - 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
  Plan Beneficiary is your spouse).
 
    The Contract Holder, on  behalf of the Plan  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 Plan 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
 
- --------------------------------------------------------------------------------
                                       11
<PAGE>
payment  to the Contract Holder, or to the Plan Beneficiary, if requested by the
Contract Holder, 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,  if your Plan Beneficiary  is not your spouse  either
annuity  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 Plan  Beneficiary
is  your spouse, he or she is not required to begin distributions until the year
in which you would  have attained age  70 1/2. In no  event may payments  extend
beyond the life expectancy of the Plan Beneficiary or any period certain greater
than  the  Plan 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  (or  retires,  if  later,  for
governmental and church plans). 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, the  Contract Holder, on your
behalf, 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 a variable annuity using any  of
  the  Subaccounts available at  the time of  annuitization). As of  the date of
  this Prospectus, Aetna Variable Fund, Aetna Income Shares and Aetna Investment
  Advisers Fund, Inc.  are the only  Subaccounts available; however,  additional
  Subaccounts  may be available  under some Annuity Options  in the future. (See
  "Annuity Options.")
 
    Annuity 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. 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
 
    The  Contract Holder, on  behalf of the  Participant, 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--A life annuity with payments
 guaranteed for 5, 10, 15 or 20 years, or such other periods as the Company  may
 offer at the time of annuitization.
 
- -OPTION  3--Life Income based Upon  the Lives of Two  Payees--An annuity will be
 paid during  the lives  of the  Annuitant and  a second  Annuitant, with  100%,
 66 2/3% or 50% of the payment to continue after the first death, or 100% of the
 payment to continue at the death of the second Annuitant and 50% of the payment
 to continue at the death of the Annuitant.
 
- -OPTION  4--Life  Income based  Upon the  Lives of  Two Payees--An  annuity with
 payments for a  minimum of 120  months, with  100% of the  payment to  continue
 after the first death.
 
    If  Option 1 or 3  is elected, it is possible  that only one Annuity Payment
will be made if the Annuitant under  Option 1, or the surviving Annuitant  under
Option  3, should die prior to the due  date of the second Annuity Payment. Once
lifetime Annuity  payments  begin,  the  Annuitant cannot  elect  to  receive  a
lump-sum settlement.
 
- --------------------------------------------------------------------------------
                                       12
<PAGE>
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
(if available under the Contract), the annuity must be paid on a fixed basis and
payments  may be made for  5-30 years. For amounts  held 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.  Annuity payments may not extend beyond (a) the life of
the Annuitant, (b) the joint lives of the Annuitant and Plan 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  Plan
Beneficiary.
 
    AMOUNT  OF EACH ANNUITY PAYMENT.  The amount of each payment depends on your
Account Value, how it is allocated  between fixed and variable payouts, and  the
Annuity  option chosen. No election  may be made that  would result in the first
Annuity payment of less than $20, or total yearly Annuity payments of less  than
$100.  If your combined Employer and Employee  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 information on  the impact  of
selecting a particular 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.
 
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                                       13
<PAGE>
    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 Plan
Beneficiary in a lump sum, unless otherwise requested, the present value of  the
guaranteed annuity payments remaining.
 
    If  the nonlifetime  option was elected,  and the Annuitant  dies before all
payments are made, the value of any remaining payments may be paid in a lump-sum
to the  Plan 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 Plan Beneficiary at least as rapidly as under the original
method of distribution.
 
    Any lump-sum  payment  paid under  the  applicable lifetime  or  nonlifetime
Annuity  options will 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 Plan 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's 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) and Section 401(k) 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 Plan 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.
 
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                                       14
<PAGE>
    MINIMUM DISTRIBUTION REQUIREMENTS.  The Code has required distribution rules
for  Section 403(b), 401(a) and 401(k)  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.  Distributions  under 401(a)  and  401(k)  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 or retire, whichever occurs later.
 
    In general, annuity payments must be distributed over your life or the joint
lives of you and your Plan Beneficiary,  or over a period not greater than  your
life expectancy or the joint life expectancies of you and your Plan Beneficiary.
 
    If   you  die  after  the   required  minimum  distribution  has  commenced,
distributions to your Plan 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 Plan  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 or to  an IRA 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.
 
- --------------------------------------------------------------------------------
                                       15
<PAGE>
    SECTION  403(B) PLANS.   Under  Code Section  403(b), contributions  made by
nonprofit healthcare  organizations  and  other  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 first limit, under Section 415, is generally the lesser of 25% of your
includable 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 nondiscrimination 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
contract  owner possesses  incidents of investment  control over  the assets. In
these circumstances, income and gains from the separate account assets would  be
currently includable in the variable contract owner's gross income. The Treasury
announced  that guidance would be  issued in the future  regarding the extent to
which owners  could direct  their investments  among Subaccounts  without  being
treated  as  owners of  the underlying  assets  of the  Separate Account.  It is
possible that the Treasury's position, when announced, may adversely affect  the
tax treatment of existing contracts. The Company therefore reserves the right to
modify  the Contract  as necessary  to attempt to  prevent the  owner from being
considered the federal tax owner of the assets of the Separate Account.
 
    SECTION 401(A) AND 401(K) PLANS.  Section 401(a) and 401(k) permits  certain
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.  The limit
applies to your contributions as well as any contributions made by your employer
on your  behalf. There  is an  additional limit  that specifically  limits  your
salary  reduction contributions  under a 401(k)  Plan to generally  no more than
$9,500 annually (subject to indexing). Your  own limits 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
nondiscrimination requirements.
 
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                                       16
<PAGE>
                                 MISCELLANEOUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
DISTRIBUTION
 
    The Company will serve as the Principal Underwriter for the securities  sold
by  this  Prospectus. The  Company  is registered  as  a broker-dealer  with the
Securities and Exchange Commission and is  a member of the National  Association
of  Securities Dealers, Inc.  (NASD). As Underwriter,  the Company will contract
with one or more registered broker-dealers ("Distributors"), including at  least
one  affiliate of  the Company,  to offer  and sell  the Contracts.  All persons
offering and selling  the Contracts  must be registered  representatives of  the
Distributors  and must  also be  licensed as  insurance agents  to sell variable
annuity contracts. These registered representatives may also provide services to
Participants in connection with establishing their Accounts under the Contract.
 
    PAYMENT OF  COMMISSIONS.   Persons offering  and selling  the Contracts  may
receive  commissions in connection  with the sale of  the Contracts. The maximum
percentage amount that the Company will  ever pay as commission with respect  to
any  given Purchase Payment is with respect  to those made during the first year
of Purchase Payments under an Account. The percentage amount will range from  1%
to  6% of those Purchase Payments. The  Company may also pay renewal commissions
and asset-based service fees on Purchase Payments made after the first year. 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 and 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
 
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                                       17
<PAGE>
held  by  the  Separate  Account  at  regular  and  special  meetings  of   Fund
shareholders  in  accordance with  instructions received  from persons  having a
voting interest  in the  Separate Account.  Participants and  Annuitants have  a
fully  vested (100%) interest in the value of the Employee Account and also have
a nonforfeitable (vested) right to the value of the Employer Account pursuant to
the terms of,  and to  the extent  of their  vested percentage  under the  Plan.
Therefore, such Participants and Annuitants may instruct the Contract Holder how
to  direct the Company to cast the votes for the portion of the Account Value or
valuation reserve attributable to their  Accounts. The Company will vote  shares
for  which it has not  received instructions in the  same proportion as it votes
shares for which it has received instructions.
 
    Each person having a  voting interest in the  Separate Account will  receive
periodic  reports relating to the Fund(s) in which he or she has an interest, as
well as any proxy  materials and a  form on which  to give voting  instructions.
Voting  instructions will be solicited by written communication at least 14 days
before such meeting. The number of votes to which each person may give direction
will be determined as of the record date set by the Fund.
 
    The number of  votes each  Contract Holder, Participant  or beneficiary,  as
applicable,  may cast during the Accumulation Period  is equal to the portion of
the Account Value to that Fund, divided by  the net asset value of one share  of
that  Fund.  During the  Annuity Period,  the number  of votes  is equal  to the
valuation reserve applicable to the portion of the Contract attributable to that
Fund, divided by the net asset value  of one share of that Fund. In  determining
the number of votes, fractional votes will be recognized.
 
MODIFICATION OF THE CONTRACT
 
    The  Company may change the Contract as required by federal or state law. In
addition, the Company may, upon 30  days written notice to the Contract  Holder,
make  other changes  to the  Contract 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>
                                   APPENDIX I
                        GUARANTEED ACCUMULATION ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    THE  GUARANTEED ACCUMULATION ACCOUNT  ("GAA") IS A  CREDITED INTEREST OPTION
AVAILABLE DURING THE ACCUMULATION PERIOD  UNDER THE CONTRACTS DISCUSSED IN  THIS
PROSPECTUS.  AMOUNTS ALLOCATED TO LONG-TERM CLASSIFICATIONS OF GAA ARE HELD IN A
NONINSULATED, NONUNITIZED  SEPARATE  ACCOUNT. AMOUNTS  ALLOCATED  TO  SHORT-TERM
CLASSIFICATIONS  OF GAA ARE HELD IN THE COMPANY'S GENERAL ACCOUNT. THIS APPENDIX
IS A SUMMARY  OF GAA  AND IS  NOT INTENDED TO  REPLACE THE  GAA PROSPECTUS.  YOU
SHOULD READ THE ACCOMPANYING GAA PROSPECTUS CAREFULLY BEFORE INVESTING.
 
    GAA  is a Credited Interest Option in which we guarantee stipulated rates of
interest for stated  periods of time  on amounts directed  to GAA. The  interest
rate stipulated is an annual effective yield; that is, it reflects a full year's
interest.  Interest is credited daily at a rate that will provide the guaranteed
annual effective yield for one year. This option guarantees the minimum interest
rate specified in the Contract.
 
    During a specified period  of time, (the "deposit  period"), amounts may  be
applied  to  any or  all available  Guaranteed Terms  within the  Short-Term and
Long-Term classifications. Short-Term GAA has Guaranteed Terms from one to three
years, and Long-Term GAA has Guaranteed Terms from more than three and up 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"). For Contracts  issued in New York,  no MVA applies upon  the
election  of the Estate Conservation Option or the Systematic Withdrawal Option.
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, federal tax penalties or mandatory income tax withholding
and a maintenance fee.
 
    By  notifying us at  least 30 days  prior to the  Annuity Date, the Contract
Holder may elect a variable  annuity on your behalf  and have amounts that  have
been  accumulating  under GAA  transferred  to one  or  more of  the Subaccounts
available during the Annuity Period. GAA cannot be used as an investment  option
during the Annuity Period.
 
MORTALITY AND EXPENSE RISK CHARGES
    We  make no  deductions from  the credited  interest rate  for mortality and
expense risks; these risks are considered in determining the credited rate.
 
TRANSFERS
    Transfers are permitted among Guaranteed Terms. However, amounts applied  to
GAA  may not be transferred  to another Guaranteed Term of  GAA, or to any other
Subaccount or Credited Interest Option available under the Contract, during  the
deposit  period or the  90 days after the  close of the  deposit period. We will
apply an MVA to transfers made before the end of a Guaranteed Term, unless  such
transfer is due to the maturity of the Guaranteed Term.
 
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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                                       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.
 
    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.
 
    In  addition, if allowed by state law, the Company may pay any Fixed Account
withdrawal value in equal payments, with  interest, over a period not to  exceed
60 months, when:
 
(a) The  Fixed Account withdrawal value for the Contract or for the total of the
    Accounts under  the  Contract exceeds  $250,000  on  the day  prior  to  the
    withdrawal; and
 
(b) the  sum of the current Fixed Account  withdrawal and the total of all Fixed
    Account withdrawals from the Contract or for the total of the Accounts under
    the Contract within the past 12 calendar months exceeds 20% of the amount in
    the Fixed Account on the day prior to the current withdrawal.
 
    Interest, as used above, will not  be more than two percentage points  below
any  rate determined prospectively by  the Board of Directors  for this class of
Contract. In no event will the interest rate be less than the minimum stated  in
the Contract.
 
    Amounts  applied to the Fixed Account will  earn the interest rate in effect
when actually applied to the Fixed Account.
 
    The Fixed Account will reflect a compound interest rate credited by us.  The
interest  rate quoted is an  annual effective yield. We  make no deductions from
the credited interest  rate for  mortality and  expense risks;  these risks  are
considered in determining the credited rate.
 
    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.
 
    By notifying us at our Home Office at least 30 days before Annuity  payments
begin, the Contract Holder, on your behalf, may elect to have amounts which have
been  accumulating under  the Fixed  Account transferred to  one or  more of the
Subaccounts available  during the  Annuity Period  to provide  variable  Annuity
payments.
 
CONTRACT LOANS
 
    Under  403(b) Plans, 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. This option is not available in the state of New York.
 
    The Fixed Plus Account will reflect a compound interest rate credited by us.
The  interest rate quoted is  an annual effective yield.  Amounts applied to the
Fixed Plus  Account  will earn  the  Fixed Plus  interest  rate in  effect  when
actually  applied to  the Fixed  Plus Account.  We make  no deductions  from the
credited interest  rate  for  mortality  and  expense  risks;  these  risks  are
considered in determining the credited rate.
 
    Beginning  on the  tenth Account  Year, we will  credit amounts  held in the
Fixed Plus Account with an interest rate that is at least 0.25% higher than  the
then-declared  interest rate for the Fixed  Plus Accounts for Accounts that have
not reached their tenth anniversary.
 
    The Company reserves the right to limit Purchase Payment(s) and/or transfers
to the Fixed Plus Account.
 
FIXED PLUS ACCOUNT WITHDRAWALS
 
    The amount eligible for partial withdrawal is 20% of the amount held in  the
Fixed  Plus  Account on  the day  our  Home Office  receives a  written request,
reduced  by   any  Fixed   Plus  Account   withdrawals,  transfers,   loans   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 any of  the
Additional Withdrawal Options.
 
    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 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.
 
- --------------------------------------------------------------------------------
                                       21
<PAGE>
    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:
 
(a) the  Participant's  death, before  Annuity  payments begin  and  request for
    payment is received within 6 months after the Participant's date of death;
 
(b) the election of an Annuity option;
 
(c) if the  Fixed Plus  Account value  is  $3,500 or  less and  no  withdrawals,
    transfers, loan or annuitizations have been made from the Account within the
    prior 12 months.
 
TRANSFERS AMONG INVESTMENT OPTIONS
 
    The  amount eligible for transfer from the  Fixed Plus Account is 20% of the
amount held in the Fixed Plus Account  on the day we receive a written  request,
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 an  Additional
Withdrawal  Option. 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
 
    If  permitted under the Contract, 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>
                                  APPENDIX IV
                        EMPLOYEE APPOINTMENT OF EMPLOYER
                       AS AGENT UNDER AN ANNUITY CONTRACT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    My employer  has  adopted a  Retirement  Plan under  Internal  Revenue  Code
Section  403(b) ("Plan") and  has purchased an Aetna  Life Insurance and Annuity
Company ("Company") group variable annuity contract ("Contract") as the  funding
vehicle.  Contributions  under  this Plan  will  be  made by  me  through salary
reduction to an Employee Account, and by my employer to an Employer Account.
 
    By electing to participate in my  employer's Plan, I voluntarily appoint  my
employer,  who  is the  Contract Holder,  as my  agent for  the purposes  of all
transactions under the Contract  in accordance with the  terms of the Plan.  The
Company is not a party to the Plan and does not interpret the Plan provisions.
 
    As  a Participant in the Plan, I understand and agree to the following terms
and conditions:
 
- - I own the value of my Employee Account subject to the restrictions of  Section
  403(b) and the terms of the Plan. Subject to the terms of the vesting schedule
  in  the Plan and the  restrictions of Section 403(b),  I have ownership in the
  value of my Employer Account.
 
- - I  understand  that  the  Company  will  process  transactions  only  with  my
  employer's  written  direction to  the  Company. I  agree  to be  bound  by my
  employer's interpretation of the Plan provisions and its written direction  to
  the Company.
 
- - My  employer may  permit me to  make investment selections  under the Employee
  Account and/or the Employer Account directly with the Company under the  terms
  of the Contract. Without my employer's written permission, I will be unable to
  make any investment selections under the Contract.
 
- - On  my behalf, my employer may request a  loan in accordance with the terms of
  the Contract and the provisions of the Plan. The Company will make payment  of
  the  loan amount directly to  me. I will be  responsible for making repayments
  directly to the Company in a timely manner.
 
- - In the event of my death, my employer is the named beneficiary under the terms
  of the Contract. I have the right to name a personal beneficiary as determined
  under the  terms  of the  Plan  and file  that  beneficiary election  with  my
  employer. It is my employer's responsibility to direct the Company to properly
  pay any death benefits.
 
- --------------------------------------------------------------------------------
                                       23
<PAGE>
                          FOR MASTER APPLICATIONS ONLY
 
    I  HEREBY  ACKNOWLEDGE RECEIPT  OF AN  ACCOUNT C  "RETIREMENT PLUS  -- GROUP
DEFERRED VARIABLE ANNUITY" PROSPECTUS DATED MAY 1, 1996, AS WELL AS ALL  CURRENT
PROSPECTUSES  PERTAINING TO THE VARIABLE  INVESTMENT OPTIONS AVAILABLE UNDER THE
CONTRACTS.
 
- ---- PLEASE SEND  AN ACCOUNT  C STATEMENT  OF ADDITIONAL  INFORMATION (FORM  NO.
     75986(S)-2) DATED MAY 1, 1996.
 
- --------------------------------------------------------------------------------
 
                          CONTRACT HOLDER'S SIGNATURE
 
- --------------------------------------------------------------------------------
 
                                      DATE
 
75986-ACES-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

75986-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 Variable Annuity Contracts Available under Section 403(b) and 401(a)
                                 RETIREMENT PLUS



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. . . . . . . . . . . . . . . . . . . . 2
Variable Annuity Account C . . . . . . . . . . . . . . . . . . . . . . 2
Offering and Purchase of Contracts . . . . . . . . . . . . . . . . . . 3
Performance Data . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
  General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
  Average Annual Total Return Quotations . . . . . . . . . . . . . . . 4
Annuity Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Sales Material and Advertising . . . . . . . . . . . . . . . . . . . . 12
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . 12
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 the Separate Account will be invested
exclusively in shares of the Funds described in the Prospectus.  Purchase
Payments made under the Contract may be allocated to one or more of the
Subaccounts.  The Company may make additions to or deletions from available
investment options as permitted by law.  The availability of the Funds is
subject to applicable regulatory authorization.  Not all Funds are available in
all jurisdictions or under all Plans.   The Funds currently available under the
Contract are as follows:


                                        2

<PAGE>

<TABLE>
<CAPTION>

  <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 the "non-standardized total
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 expense 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.

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


                                        3

<PAGE>


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 and C
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 $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 *).


                              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%     8.51%     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

</TABLE>


                                        4

<PAGE>


<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 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          9/13/93

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         05/31/89

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.



                              AETNA PLUS CONTRACTS
                                     TABLE B

<TABLE>
<CAPTION>

INSTALLMENT PAYMENT ACCOUNT:                                                                                              FUND
  ($15 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                             23.97%    10.86%    12.20%    30.50%    10.32%    12.00%    12.20%        04/30/75

Aetna Income Shares                             10.83%     7.29%     8.42%    16.67%     6.21%     8.40%     8.42%        06/01/78

</TABLE>


                                        5

<PAGE>


<TABLE>
<CAPTION>

INSTALLMENT PAYMENT ACCOUNT:                                                                                              FUND
  ($15 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 Encore Fund                      (0.61%)    2.24%     4.81%     4.63%     3.04%     3.29%     4.81%        09/01/75

Aetna Investment Advisers Fund, Inc.            19.26%     9.27%     8.42%*   25.55%    10.19%    10.40%     9.28%*       06/23/89

Aetna Ascent Variable Portfolio                  4.22%*    n/a       n/a       9.71%*    n/a       n/a       n/a          07/03/95

Aetna Crossroads Variable Portfolio              3.12%*    n/a       n/a       8.55%*    n/a       n/a       n/a          07/03/95

Aetna Legacy Variable Portfolio                  2.11%*    n/a       n/a       7.49%*    n/a       n/a       n/a          07/03/95

Alger American Growth Portfolio                 27.84%    18.88%    16.99%*   34.58%    17.63%    20.11%    17.85%*       01/08/89

Alger American Small Cap Portfolio              35.29%    17.59%    20.00%*   42.41%    14.22%    18.81%    20.85%*       09/21/88

Calvert Responsibly Invested
Balanced Portfolio                              21.65%     8.63%     8.02%*   28.06%     9.48%     9.75%     8.62%*       09/30/86

Fidelity VIP II Contrafund Portfolio            30.91%*    n/a       n/a      37.80%*    n/a       n/a       n/a          01/03/95

Fidelity VIP Equity-Income Portfolio            26.65%    18.49%    11.26%*   33.32%    18.01%    19.71%    11.88%*       10/22/86

Fidelity VIP Growth Portfolio                   26.90%    17.95%    12.81%*   33.59%    15.78%    19.17%    13.44%*       11/07/86

Fidelity VIP Overseas Portfolio                  2.80%     5.58%     5.30%*    8.22%    13.75%     6.67%     5.91%*       02/13/87

Franklin Government Securities Trust            10.32%     6.17%     6.93%*   16.14%     5.42%     7.26%     7.76%*       05/30/89

Janus Aspen Aggressive Growth Portfolio         19.50%    23.13%*    n/a      25.80%    25.91%*    n/a       n/a          09/13/93

Janus Aspen Balanced Portfolio                  16.97%     9.91%*    n/a      23.14%    12.39%*    n/a       n/a          09/13/93

Janus Aspen Flexible Income Portfolio           16.10%     5.81%*    n/a      22.22%     8.20%*    n/a       n/a          09/13/93

Janus Aspen Growth Portfolio                    22.03%    11.16%*    n/a      28.46%    13.67%*    n/a       n/a          09/13/93

Janus Aspen Short-Term Bond Portfolio            2.66%     0.91%*    n/a       8.07%     3.19%*    n/a       n/a          09/13/93

Janus Aspen Worldwide Growth Portfolio          19.30%    16.40%*    n/a      25.58%    19.03%*    n/a       n/a          09/13/93

Lexington Natural Resources Trust                9.54%    16.55%*    n/a      15.31%     5.92%    17.98%*    n/a          05/31/89

Neuberger & Berman Growth Portfolio             23.49%    11.56%    10.94%    29.99%     9.60%    12.72%    10.94%        12/31/85

Scudder International Portfolio
Class A Shares                                   4.14%     7.72%     7.23%*    9.63%    13.17%     8.83%     7.87%*       04/30/87

TCI Growth                                      22.89%    13.03%    11.14%*   29.37%    12.46%    14.20%    11.85%*       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 C


<TABLE>
<CAPTION>

INSTALLMENT PAYMENT ACCOUNT:                                                                                              FUND
 ($7.50 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                             24.03%    10.91%    12.25%    30.56%    10.37%    12.06%    12.25%        04/30/75

Aetna Income Shares                             10.89%     7.34%     8.47%    16.72%     6.26%     8.45%     8.47%        06/01/78

Aetna Variable Encore Fund                      (0.56%)    2.29%     4.87%     4.68%     3.09%     3.35%     4.87%        09/01/75

Aetna Investment Advisers Fund, Inc.            19.32%     9.32%     8.48%*   25.60%    10.25%    10.45%     9.33%*       06/23/89

Aetna Ascent Variable Portfolio                  4.28%*     n/a       n/a      9.77%*     n/a       n/a       n/a         07/03/95

Aetna Crossroads Variable Portfolio              3.17%*     n/a       n/a      8.60%*     n/a       n/a       n/a         07/03/95

Aetna Legacy Variable Portfolio                  2.16%*     n/a       n/a      7.54%*     n/a       n/a       n/a         07/03/95

Alger American Growth Portfolio                 27.90%    18.94%    17.04%*   34.63%    17.68%    20.17%    17.90%*       01/08/89

Alger American Small Cap Portfolio              35.34%    17.65%    20.06%*   42.47%    14.28%    18.86%    20.91%*       09/21/88

Calvert Responsibly Invested
Balanced Portfolio                              21.71%     8.69%     8.07%*   28.12%     9.53%     9.81%     8.67%*       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            26.70%    18.54%    11.31%*   33.37%    18.07%    19.77%    11.94%*       10/22/86

Fidelity VIP Growth Portfolio                   26.96%    18.01%    12.86%*   33.64%    15.83%    19.23%    13.50%*       11/07/86

Fidelity VIP Overseas Portfolio                  2.85%     5.64%     5.35%*    8.27%    13.81%     6.73%     5.96%*       02/13/87

Franklin Government Securities Trust            10.38%     6.22%     6.98%*   16.19%     5.48%     7.32%     7.82%*       05/30/89

Janus Aspen Aggressive Growth Portfolio         19.56%    23.18%*     n/a     25.85%    25.96%*     n/a       n/a         09/13/93

Janus Aspen Balanced Portfolio                  17.03%     9.96%*     n/a     23.19%    12.45%*     n/a       n/a         09/13/93

Janus Aspen Flexible Income Portfolio           16.16%     5.86%*     n/a     22.27%     8.25%*     n/a       n/a         09/13/93

Janus Aspen Growth Portfolio                    22.08%    11.21%*     n/a     28.51%    13.72%*     n/a       n/a         09/13/93

Janus Aspen Short-Term Bond Portfolio            2.72%     0.97%*     n/a      8.12%     3.24%*     n/a       n/a         09/13/93

Janus Aspen Worldwide Growth Portfolio          19.35%    16.45%*     n/a     25.64%    19.08%*     n/a       n/a         09/13/93

Lexington Natural Resources Trust                9.60%    16.61%*     n/a     15.37%     5.98%    18.04%*     n/a         05/31/89

Neuberger & Berman Growth Portfolio             23.54%    11.62%    10.99%    30.04%     9.66%    12.77%    10.99%        12/31/85

Scudder International Portfolio
Class A Shares                                   4.20%     7.77%     7.29%*    9.68%    13.23%     8.88%     7.92%*       04/30/87

TCI Growth                                      22.95%    13.09%    11.19%*   29.42%    12.52%    14.25%    11.90%*       11/20/87

</TABLE>


                                        7

<PAGE>


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.



                            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%    10.97%    12.30%    30.61%    10.43%    12.11%    12.30%        04/30/75

Aetna Income Shares                             10.94%     7.40%     8.52%    16.78%     6.32%     8.51%     8.52%        06/01/78

Aetna Variable Encore Fund                      (0.50%)    2.35%     4.92%     4.74%     3.14%     3.40%     4.92%        09/01/75

Aetna Investment Advisers Fund, Inc.            19.37%     9.38%     8.53%*   25.65%    10.33%    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%    19.01%    17.10%*   34.76%    17.76%    20.23%    17.97%*       01/08/89

Alger American Small Cap Portfolio              35.40%    17.89%    20.24%*   42.53%    14.64%    19.11%    21.09%*       09/21/88

Calvert Responsibly Invested
Balanced Portfolio                              21.90%     8.71%     8.11%*   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%    18.60%    11.37%*   33.55%    18.13%    19.82%    11.99%*       10/22/86

Fidelity VIP Growth Portfolio                   27.02%    18.06%    12.92%*   33.70%    15.89%    19.28%    13.55%*       11/07/86

Fidelity VIP Overseas Portfolio                  2.90%     5.69%     5.41%*    8.31%    13.86%     6.78%     6.02%*       02/13/87

Franklin Government Securities Trust            10.43%     6.30%     7.05%*   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         05/31/89

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%     7.92%     7.39%*    9.74%    13.52%     9.03%     8.03%*       04/30/87

</TABLE>



                                        8

<PAGE>

<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>
TCI Growth                                      22.99%    12.33%    10.75%*   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.



                            MULTIPLE OPTION CONTRACTS
                                     TABLE B


<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                             23.97%    10.86%    12.20%    30.50%    10.32%    12.00%    12.20%        04/30/75

Aetna Income Shares                             10.83%     7.29%     8.42%    16.67%     6.21%     8.40%     8.42%        06/01/78

Aetna Variable Encore Fund                      (0.61%)    2.24%     4.81%     4.63%     3.04%     3.29%     4.81%        09/01/75

Aetna Investment Advisers Fund, Inc.            19.26%     9.27%     8.42%*   25.55%    10.19%    10.40%     9.28%*       06/23/89

Aetna Ascent Variable Portfolio                  4.22%*     n/a       n/a      9.71%*     n/a       n/a       n/a         07/03/95

Aetna Crossroads Variable Portfolio              3.12%*     n/a       n/a      8.55%*     n/a       n/a       n/a         07/03/95

Aetna Legacy Variable Portfolio                  2.11%*     n/a       n/a      7.49%*     n/a       n/a       n/a         07/03/95

Alger American Growth Portfolio                 27.91%    18.90%    17.00%*   34.65%    17.65%    20.13%    17.86%*       01/08/89

Alger American Small Cap Portfolio              35.29%    17.78%    20.13%*   42.42%    14.53%    19.00%    20.99%*       09/21/88

Calvert Responsibly Invested
Balanced Portfolio                              21.79%     8.60%     8.00%*   28.20%     9.25%     9.72%     8.60%*       09/30/86

Fidelity VIP II Contrafund Portfolio            30.94%*     n/a       n/a     37.84%*     n/a       n/a       n/a         01/03/95

Fidelity VIP Equity-Income Portfolio            26.76%    18.49%    11.26%*   33.44%    18.02%    19.72%    11.89%*       10/22/86

Fidelity VIP Growth Portfolio                   26.91%    17.96%    12.81%*   33.59%    15.78%    19.17%    13.44%*       11/07/86

Fidelity VIP Overseas Portfolio                  2.79%     5.58%     5.30%*    8.21%    13.75%     6.67%     5.91%*       02/13/87

Franklin Government Securities Trust            10.32%     6.19%     6.95%*   16.14%     5.39%     7.29%     7.78%*       05/30/89

Janus Aspen Aggressive Growth Portfolio         19.51%    23.13%*     n/a     25.81%    25.92%*     n/a       n/a         09/13/93

Janus Aspen Balanced Portfolio                  16.95%     9.90%*     n/a     23.14%    12.39%*     n/a       n/a         09/13/93

Janus Aspen Flexible Income Portfolio           16.11%     5.81%*     n/a     22.22%     8.20%*     n/a       n/a         09/13/93

Janus Aspen Growth Portfolio                    21.68%    11.02%*     n/a     28.09%    13.53%*     n/a       n/a         09/13/93

Janus Aspen Short-Term Bond Portfolio            2.39%     0.79%*     n/a      7.78%     3.07%*     n/a       n/a         09/13/93

</TABLE>


                                        9

<PAGE>


<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>
Janus Aspen Worldwide Growth Portfolio          19.43%    16.46%*     n/a     25.72%    19.09%*     n/a       n/a         09/13/93

Lexington Natural Resources Trust                9.53%     3.65%*     n/a     15.30%     5.61%     4.92%*     n/a         05/31/89

Neuberger & Berman Growth Portfolio             23.48%    11.02%    10.67%    29.99%     8.69%    12.17%    10.67%        12/31/85

Scudder International Portfolio
Class A Shares                                   4.14%     7.81%     7.29%*    9.63%    13.41%     8.93%     7.92%*       04/30/87

TCI Growth                                      22.89%    12.22%    10.65%*   29.36%    11.18%    13.38%    11.35%*       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.



                            MULTIPLE OPTION CONTRACTS
                                     TABLE C

<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                             24.03%    10.91%    12.25%    30.56%    10.38%    12.06%    12.25%        04/30/75

Aetna Income Shares                             10.89%     7.34%     8.47%    16.72%     6.26%     8.45%     8.48%        06/01/78

Aetna Variable Encore Fund                      (0.56%)    2.29%     4.87%     4.68%     3.09%     3.35%     8.47%        09/01/75

Aetna Investment Advisers Fund, Inc.            19.32%     9.32%     8.48%*   25.60%    10.25%    10.45%     9.33%*       06/23/89

Aetna Ascent Variable Portfolio                  4.28%*     n/a       n/a      9.77%*     n/a       n/a       n/a         07/03/95

Aetna Crossroads Variable Portfolio              3.17%*     n/a       n/a      8.60%*     n/a       n/a       n/a         07/03/95

Aetna Legacy Variable Portfolio                  2.16%*     n/a       n/a      7.54%*     n/a       n/a       n/a         07/03/95

Alger American Growth Portfolio                 27.97%    18.95%    17.05%*   34.70%    17.70%    20.18%    17.91%*       01/08/89

Alger American Small Cap Portfolio              35.35%    17.84%    20.19%*   42.47%    14.58%    19.05%    21.04%*       09/21/88

Calvert Responsibly Invested
Balanced Portfolio                              21.84%     8.66%     8.06%*   28.26%     9.31%     9.78%     8.65%*       09/30/86

Fidelity VIP II Contrafund Portfolio            30.99%*     n/a       n/a     37.89%*     n/a       n/a       n/a         01/03/95

Fidelity VIP Equity-Income Portfolio            26.82%    18.55%    11.32%*   33.50%    18.08%    19.77%    11.94%*       10/22/86

Fidelity VIP Growth Portfolio                   26.96%    18.01%    12.86%*   33.65%    15.83%    19.23%    13.50%*       11/07/86

Fidelity VIP Overseas Portfolio                  2.85%     5.63%     5.35%*    8.26%    13.81%     6.72%     5.96%*       02/13/87

Franklin Government Securities Trust            10.38%     6.25%     7.00%*   16.19%     5.44%     7.34%     7.84%*       05/30/89

Janus Aspen Aggressive Growth Portfolio         19.57%    23.19%*     n/a     25.86%    25.97%*     n/a       n/a         09/13/93

</TABLE>


                                       10

<PAGE>


<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>
Janus Aspen Balanced Portfolio                  17.00%     9.95%*     n/a     23.16%    12.44%*     n/a       n/a         09/13/93

Janus Aspen Flexible Income Portfolio           16.16%     5.87%*     n/a     22.28%     8.26%*     n/a       n/a         09/13/93

Janus Aspen Growth Portfolio                    21.73%    11.07%*     n/a     28.14%    13.58%*     n/a       n/a         09/13/93

Janus Aspen Short-Term Bond Portfolio            2.44%     0.85%*     n/a      7.84%     3.12%*     n/a       n/a         09/13/93

Janus Aspen Worldwide Growth Portfolio          19.49%    16.51%*     n/a     25.78%    19.14%*     n/a       n/a         09/13/93

Lexington Natural Resources Trust                9.59%     3.71%*     n/a     15.36%     5.67%     4.98%*     n/a         05/31/89

Neuberger & Berman Growth Portfolio             23.54%    11.08%    10.72%    30.04%     8.74%    12.22%    10.72%        12/31/85

Scudder International Portfolio
Class A Shares                                   4.20%     7.87%     7.34%*    9.68%    13.47%     8.98%     7.98%*       04/30/87

TCI Growth                                      22.94%    12.27%    10.70%*   29.41%    11.23%    13.43%    11.40%*       11/20/87

</TABLE>

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


ANNUITY PAYMENTS


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


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


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


                                       11

<PAGE>

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 Accumulation Unit for the tenth Valuation Date prior to retirement was 
$13.650000. This produces a total value of $40,950.

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


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



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


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

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

                           SALES MATERIAL AND ADVERTISING

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


We may distribute sales literature that compares the percentage change in 
Accumulation Unit values for any of the Subaccounts to established market 
indices such as the Standard & Poor's 500 Stock Index and the Dow Jones 
Industrial Average or to the percentage change in values of other management 
investment companies that have investment objectives similar to the 
Subaccount being compared.


We may publish in advertisements and reports, the ratings and other 
information assigned to us by one or more independent rating organizations 
such as A.M. Best Company, Duff & Phelps, Standard & Poor's Corporation and 
Moody's Investors Services, Inc.  The purpose of the ratings is to reflect 
our financial strength and/or claims-paying ability.  We may also quote 
ranking services such as Morningstar's Variable Annuity/Life Performance 
Report and Lipper's Variable Insurance Products Performance Analysis Service 

                                      12

<PAGE>

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

                                      13

<PAGE>
                             FINANCIAL STATEMENTS

                          VARIABLE ANNUITY ACCOUNT C

                                     INDEX

<TABLE>
<CAPTION>

<S>                                                     <C>
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
Consolidated Financial Information . . . . . . . . . .  S-12

                                     S-1
</TABLE>

<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



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