VARIABLE LIFE ACCOUNT B OF AETNA LIFE INSURANCE & ANNUITY CO
497, 1996-05-08
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Variable Life 
Account B 

Corporate 
Variable 
Universal 
Life 

Prospectus Dated: May 1, 1996 

(Aetna Logo) 

Aetna Life Insurance and Annuity Company 

<PAGE> 

Variable Life Account B 

Underwritten By:
Aetna Life Insurance and Annuity Company 
151 Farmington Avenue 
Hartford, Connecticut 06156 
(203) 275-4995 

Prospectus Dated May 1, 1996 

The Flexible Premium Variable Universal Life Insurance Policy 

This prospectus describes Corporate VUL, a flexible premium variable 
universal life insurance policy ("Policy") offered by Aetna Life Insurance 
and Annuity Company (ALIAC, the Company, we, us or our). This Policy is 
intended to provide life insurance benefits. The Policy is designed to allow 
flexible premium payments, a choice of underlying funding options, and a 
choice from three Death Benefit Options. Your Policy's cash value may vary 
with the investment performance of the underlying funding options You choose. 
Although Policy values may vary, the Policy can be guaranteed to stay in 
force through the Guaranteed Death Benefit provision. Policy cash value may 
be used to continue Your Policy in force, may be borrowed within certain 
limits, and may be fully or partially surrendered (subject to a surrender 
charge). 

You may also choose to select one of the annuity settlement options upon 
Maturity of the Policy. Prior to Maturity of the Policy, You may apply the 
value of Your Policy (minus any applicable surrender charges and the amount 
necessary to repay any loans in full) to one of the annuity settlement 
options. Upon death of the Insured, the beneficiary will be paid (a) the 
value of the Death Benefit Option in one lump sum, or (b) under one of the 
annuity settlement options. 

The Policy has a Free-Look Period during which You may return it to our Home 
Office for a refund. The refund may be more or less than the premiums paid. 
(See "Right to Examine the Policy.") 

It may not be advantageous to replace existing insurance or supplement an 
existing flexible premium variable life insurance policy with a Corporate VUL 
Policy. 

The Policies are available on a multiple life basis where the insureds share 
a common employment or business relationship, and may be owned individually 
or by a corporation, trust, association or similar entity. The Policyowner 
will have all rights and privileges under the Policy. The Policies may be 
used for such purposes as funding non-qualified executive deferred 
compensation or salary continuation plans. These Policies may be used by 
large corporations as a means of funding death benefit liabilities incurred 
under executive retirement plans or as a source for funding cash flow 
obligations under such plans. Corporate VUL is not designed to be used in an 
employer's pension or profit sharing plan. 

This prospectus is intended to describe the variable options used to fund 
this Policy through the Separate Account. The variable funding options 
currently available through the Separate Account are as follows: Aetna 
Variable Fund; Aetna Income Shares; Aetna Variable Encore Fund; Aetna 
Investment Advisers Fund, Inc.; Alger American Fund - Alger American Small 
Capitalization Portfolio; Fidelity Investments Variable Insurance Products 
Fund - Equity-Income Portfolio, Growth Portfolio and 

i 

<PAGE> 

Overseas Portfolio; Fidelity Investments' Variable Insurance Products Fund II 
- - Asset Manager Portfolio and Contrafund Portfolio; Janus Aspen Series - 
Aggressive Growth Portfolio, Balanced Portfolio, Growth Portfolio, Short-Term 
Bond Portfolio, and Worldwide Growth Portfolio; Scudder Variable Life 
Investment Fund - Scudder International Portfolio Class A Shares; and TCI 
Portfolios, Inc. - TCI Growth (collectively, the "Funds"). 

The availability of the above Funds is subject to applicable regulatory 
approvals. Not all Funds are available in all jurisdictions or under all 
Policies. 

Please read this prospectus carefully and retain it for future reference. 

THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUSES OF 
THE FUNDS. 

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION 
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF 
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 

ii 

<PAGE> 

Table of Contents 

Definitions                                                            iv 
Policy Summary                                                          1 
The Separate Accounts                                                   2 
Allocation of Premiums                                                  3 
 Fixed Account                                                          3 
 The Funds                                                              3 
 Mixed and Shared Funding                                               6 
Charges & Fees                                                          7 
 Surrender Charge                                                       7 
 Surrender Charges on Full and Partial Surrenders                       7 
 Premium Load                                                           7 
 Charges and Fees Assessed Against the Total Account Value              8 
 Charges and Fees Associated with the Variable Funding Options          8 
 Reduction of Charges                                                   9 
Policy Choices                                                         10 
 Premium Payments                                                      10 
 Guaranteed Death Benefit                                              11 
 Life Insurance Qualification                                          12 
 Death Benefit Options                                                 13 
 Transfers and Allocations to Funding Options                          14 
Policy Values                                                          15 
 Total Account Value                                                   15 
 Accumulation Unit Value                                               15 
 Maturity Value                                                        16 
 Surrender Value                                                       16 
Policy Rights                                                          17 
 Partial Surrenders                                                    17 
 No Lapse Coverage                                                     18 
 Reinstatement of a Lapsed Policy                                      18 
 Policy Loans: Preferred and Nonpreferred                              18 
 Policy Changes                                                        19 
 Right to Examine the Policy                                           21 
Death Benefit                                                          22 
Policy Settlement                                                      23 
 Settlement Options                                                    23 
 Calculation of Settlement Payments                                    25 
Term Insurance Rider                                                   26 
The Company                                                            27 
Directors & Officers                                                   28 
Additional Information                                                 30 
 Reports to Policyowners                                               30 
 Right to Instruct Voting to Fund Shares                               30 
 Disregard of Voting Instructions                                      31 
 State Regulation                                                      31 
 Legal Matters                                                         31 
 The Registration Statement                                            31 
 Distribution of Policies                                              32 
 Records and Accounts                                                  32 
 Independent Auditors                                                  33 
Tax Matters                                                            34 
 Federal Tax Status of the Company                                     34 
 Other Tax Considerations                                              37 
Misc. Policy Provisions                                                38 
 The Policy                                                            38 
 Payment of Benefits                                                   38 
 Age                                                                   38 
 Incontestability                                                      38 
 Suicide                                                               38 
 Coverage Beyond Maturity                                              38 
 Nonparticipation                                                      39 
Illustrations of Death Benefits, Total Account Values and 
  Surrender Values                                                     40 
Financial Statements of the Separate Account                          S-1 
Financial Statements of the Company                                   F-1 


iii 

<PAGE> 

Policy Definitions 

Accumulated Premium: The sum of all premiums paid from the Date of Issue 
accumulated at the Premium Accumulation Rate. The Accumulated Premium is used 
with Death Benefit Option 3. 

Accumulation Unit: A unit used to measure the value of a Policyowner's 
interest in each applicable funding option used to calculate the value of the 
variable portion of the Total Account Value before election of a Settlement 
Option. 

Additional Premiums: Any premium paid in addition to Planned Premiums. 

Amount at Risk: The Death Benefit before subtraction of outstanding loans, if 
any, divided by 1.0032737, minus the Total Account Value. 

Annuity: A series of payments for life or for a definite period. 

Attained Age: The Issue Age of the Insured increased by the number of Policy 
Years elapsed. 

Cost of Insurance: The portion of the Monthly Deduction attributable to the 
basic insurance coverage, not including riders, supplemental benefits or 
monthly expense charges. 

Date of Issue: The effective date of initial coverage. The Date of Issue and 
the effective date for any change in coverage will be the Date of Coverage 
Change shown in Supplemental Policy Specifications which will be sent to You. 
Coverage is conditional on payment of the first premium, if required, and 
issue of the Policy as provided in the application. 

Death Benefit: The amount payable in accordance with the Death Benefit Option 
chosen to the beneficiary upon the death of the Insured, after deduction of 
the Loan Account Value plus any accrued interest and any overdue deductions. 

Death Benefit Option: Any of three methods for determining the Death Benefit. 

Fixed Account: The fixed interest option offered under the Policy that 
guarantees a minimum interest rate of 4.0% per year. 

Fixed Account Value: The non-loaned portion of this Policy's Total Account 
Value attributable to the non-variable portion of the Policy. The Fixed 
Account Value is held in the General Account. 

Fund(s): One or more of the underlying funding options available under the 
Policy (as described in this Prospectus). Each of the Funds is an open-end 
management investment company whose shares are available to fund the benefits 
provided by the Policy. 

General Account: The Company's general asset account, in which assets 
attributable to the non-variable portion of Policies are held, i.e., the Loan 
Account Value and the Fixed Account Value. 

iv 

<PAGE> 
Grace Period: The 61-day period beginning on the Monthly Deduction Day on 
which the Policy's Surrender Value is insufficient to cover the current 
Monthly Deduction. The Policy will terminate without value at the end of the 
61-day period unless a sufficient payment described in the notification 
letter is received by the Company. 

Guaranteed Death Benefit Premium: A specified premium that, if paid, will 
keep the Policy in force to attained age 80 or 100, even if the Surrender 
Value is insufficient to cover current monthly deductions. 

Home Office: The principal executive office of the Company, located at 151 
Farmington Avenue, Hartford, Connecticut. 

Insured: The person on whose life the Policy is issued. 

Issue Age: The Insured's age on his/her birthday on or prior to the Policy's 
Date of Issue. 

Loan Account Value: An amount equal to the sum of all unpaid loans. The Loan 
Account Value does not include interest accrued since the last Policy 
anniversary. Such interest is payable in order to discharge any policy 
indebtedness. 

Maturity Date: The Policy anniversary on which the Insured reaches Attained 
Age 100. 

Maturity Value: The Total Account Value on the Maturity Date, less Loan 
Account Value plus any accrued interest. 

Minimum Monthly Premium: The amount of premium which must be paid to assure 
that the Policy remains in force for at least five years after issue, 
assuming there have been no loans or surrenders. 

Monthly Deduction: The Monthly Deduction from the Total Account Value which 
includes the Cost of Insurance, charges for supplemental riders or benefits, 
and an administrative expense charge. The Monthly Deduction Day is the day 
that the deduction is actually taken. 

Net Premium: The premium paid, less the premium load. 

Nonpreferred Loan: Loans taken in the first ten Policy Years, and beginning 
in the eleventh Policy Year, loans taken in excess of the Preferred Loan 
Amount. 

Planned Premium: The amount of premium the Policyowner chooses to pay the 
Company on a scheduled basis. This is the amount for which the Company sends 
a bill. 

Policy: The life insurance contract described in this prospectus. 

Policyowner: The owner of the Policy, referred to as "You." 

Policy Year: Each twelve-month period, beginning on the Date of Issue, during 
which the Policy is in effect. 

v 

<PAGE> 
Preferred Loan Amount: A portion of the maximum loan amount available 
beginning in the eleventh Policy Year at zero net cost to the Policyowner. 
The preferred loan is the amount taken. 

Premium Accumulation Rate: The annual rate at which premiums paid will be 
accumulated to determine the Death Benefit if Death Benefit Option 3 is 
selected. This rate is chosen by You at issue. Any amount requested in excess 
of 10% may be subject to additional underwriting. 

Separate Account(s): Variable Life Account B (and Variable Annuity Account B 
when referring to a Settlement Option). 

Separate Account Value: The portion of the Policy's Total Account Value 
attributable to the variable portion of the Policy. The Separate Account 
Value is held in Variable Life Account B. 

Settlement Option(s): The manner in which a beneficiary may receive Annuity 
payments due from a Death Benefit if elected upon Maturity, or which the 
insured may choose to receive Annuity payments from the Surrender Value of 
the Policy. 

Settlement Option Units: A measure of the net investment results of the 
investment options used to calculate the amount of the Settlement Option 
payments. 

Specified Amount: The amount, originally chosen by the Policyowner, used in 
determining the Death Benefit. It is initially equal to the Death Benefit. 
The Specified Amount may be increased or decreased as described in this 
prospectus. 

Surrender Charge: The amount retained by the Company, upon the full or 
partial surrender of the Policy. 

Surrender Value: The amount a Policyowner can receive in cash by surrendering 
the Policy. This equals the Total Account Value minus the applicable 
surrender charge, the Loan Account Value and any accrued interest, plus any 
credit for premium loads paid. 

Target Amount: If a Term Insurance Rider is attached to the Policy, the 
Target Amount is the Term Insurance Rider's Benefit Amount plus the Policy's 
Death Benefit which is dependent upon the Death Benefit Option in effect. 

Total Account Value: The sum of the Fixed Account Value, Separate Account 
Value and the Loan Account Value. 

Valuation Period: The period of time for which a Fund determines its net 
asset value, usually from 4:15 p.m. Eastern time each day the New York Stock 
Exchange is open until 4:15 p.m. the next such day. 

Variable Life Account B: A Separate Account of the Company established for 
the purpose of segregating assets attributable to the variable portion of 
life insurance contracts from other assets of the Company. It is organized as 
a unit investment trust. 

vi 

<PAGE> 
Policy Summary 

This is a flexible premium variable universal life insurance Policy. Proceeds 
as described in the Policy will be paid upon surrender, maturity, or death of 
the Insured. 

At the time of purchase, You must choose from three Death Benefit Options. 
The amount payable under the option chosen will be determined as of the date 
of the Insured's death. (See "Death Benefit Options.") 

Also at the time of purchase, You must choose which life insurance 
qualification method bests suits Your needs - Cash Value Accumulation or 
Guideline Premium. Both methods require a Policy to provide minimum ratios of 
life insurance coverage to Total Account Value. (See "Life Insurance 
Qualification.") 

The Policy also offers a Guaranteed Death Benefit provision (may not be 
available in all states) which ensures that the Policy will stay in force 
even if the Surrender Value is insufficient to cover the current monthly 
deductions due to fund performance. Sufficient premiums must be paid in order 
to maintain a Guaranteed Death Benefit to Age 80 or 100. (See "Guaranteed 
Death Benefit.") 

At the time of purchase, You must also choose the amount of premium You 
intend to pay. You may vary premium payments to some extent and still keep 
Your Policy in force. However, sufficient premiums must be paid to continue 
the Policy and premium reminder notices will be sent for planned premiums and 
for premiums required to continue this Policy in force. If this Policy lapses 
it may be reinstated as discussed in Reinstatement of a Lapsed Policy. 

You must also choose how to allocate Net Premiums. Net Premiums allocated to 
the Separate Account must be allocated to one or more Funds, and allocations 
must be in whole percentages. The variable portion of this Policy is 
supported by the Funds You choose. The Fund value in each Fund is not 
guaranteed and will vary with the investment performance of that Fund. 

If the Fixed Account is selected, the Fixed Account Value will accumulate at 
rates of interest we determine. Such rates will not be less than 4.0% a year. 

1 

<PAGE> 
The Separate Accounts 

The Separate Account established for the purpose of providing Variable 
Options to fund the Policy is Variable Life Account B. Amounts allocated to 
the Separate Account are invested in the Funds. Each of the Funds is an 
open-end management investment company whose shares are purchased by the 
Separate Account to fund the benefits provided by the Policy. The Funds 
currently available under the Separate Account, including their investment 
objectives and their investment advisers, are described in this Prospectus. 
Complete descriptions of the Funds' investment objectives and restrictions 
and other material information relating to an investment in the Funds are 
contained in the prospectuses for each of the Funds which accompany this 
Prospectus. 

Variable Life Account B was established pursuant to a June 18, 1986, 
resolution of the Board of Directors of the Company. Under Connecticut 
insurance law, the income, gains or losses of the Separate Account are 
credited without regard to the other income, gains or losses of the Company. 
These assets are held for the Company's variable life insurance policies. Any 
and all distributions made by the Funds with respect to shares held by the 
Separate Account will be reinvested in additional shares at net asset value. 
The assets maintained in the Separate Account will not be charged with any 
liabilities arising out of any other business conducted by the Company. The 
Company is, however, responsible for meeting the obligations of the Policy to 
the Policyowner. 

No stock certificates are issued to the Separate Account for shares the Funds 
held in the Separate Account. Ownership of Fund shares is documented on the 
books and records of the Funds and of the Company for the Separate Account. 

The Separate Account is registered with the Securities and Exchange 
Commission ("SEC") as a unit investment trust under the Investment Company 
Act of 1940 and meets the definition of separate account under the federal 
securities laws. Such registration does not involve any approval or 
disapproval by the SEC of the Separate Account or the Company's management or 
investment practices or policies. The Company does not guarantee the Separate 
Account's investment performance. 


2 

<PAGE> 
Allocation of Premiums 

You may allocate all or a part of Your Net Premiums to the Fixed Account 
(part of the Company's General Account) or to the Funds currently available 
through the Separate Account in connection with the Policy. The investment 
results of the Funds, whose objectives are described below, are likely to 
differ significantly. You should consider carefully, and on a continuing 
basis, which Fund or combination of Funds is best suited to Your long-term 
investment objectives. Except where otherwise indicated, all of the Funds are 
diversified, as defined in the Investment Company Act of 1940, as amended. 

In states which require a full refund of premiums during the Right of Policy 
Examination period (see "Right to Examine the Policy"), the first Net Premium 
will be allocated in its entirety to Aetna Variable Encore Fund (a money 
market fund), regardless of the policy owner's premium allocation percentages 
until the day following the expiration of the Right of Policy Examination 
period. Any other Net Premium received prior to that day will also be 
allocated to Aetna Variable Encore Fund. On the day following the expiration 
of the Right of Policy Examination, the policy value and future Net Premiums 
will be allocated in accordance with the policy owner's selected premium 
allocation percentages. 

If the policy is issued, any monies received prior to the policy issue would 
be held in Aetna Variable Encore Fund from the date of receipt until the day 
the policy is issued or, for states which require the full premium refund, 
until the day following the Right of Policy Examination period on the issued 
policy. 

Fixed Account 

(bullet) Amounts held in the Fixed Account will be credited with interest at 
         rates of not less than 4.0% per year. Additional excess interest of 
         up to 0.5% may be credited to the Fixed Account Value beginning in 
         Policy Year 11. Credited interest rates reflect the Company's return 
         on Fixed Account invested assets and the amortization of any 
         realized gains and/or losses which the Company may incur on these 
         assets. 

Separate Account 

(bullet) Aetna Variable Fund seeks to maximize total return through 
         investments in a diversified portfolio of common stocks and 
         securities convertible into common stock. (1) 

(bullet) Aetna Income Shares seeks to maximize total return, consistent with 
         reasonable risk, through investments in a diversified portfolio of 
         debt securities. (1) 

(bullet) Aetna Variable Encore Fund seeks to provide a high level of current 
         income consistent with the preservation of capital and liquidity, 
         primarily through investments in high quality money market 
         instruments. An investment in the Fund is neither insured nor 
         guaranteed by the U.S. Government. (1) 

(bullet) Aetna Investment Advisers Fund, Inc. is a managed mutual fund which 
         seeks to maximize investment return consistent with reasonable 
         safety of principal by investing in one or more of the following 
         asset classes: stocks, bonds and cash equivalents based on the 
         Company's judgment of which of those sectors or mix thereof offers 
         the best investment prospects. (1) 


3 

<PAGE> 
(bullet) Alger American Fund - Alger American Small Capitalization Portfolio 
         seeks long-term capital appreciation. Except during temporary 
         defensive periods, the Portfolio invests at least 65% of its total 
         assets in equity securities of companies that, at the time of 
         purchase of such securities, have total market capitalization within 
         the range of companies included in the Russell 2000 Growth Index, 
         updated quarterly. The Russell 2000 Growth Index is designed to 
         track the performance of small capitalization companies. At March 
         31, 1996 the range of market capitalization of these companies was 
         $20 million to $3.0 billion. (2) 

(bullet) Fidelity Investments Variable Insurance Products Fund II - Asset 
         Manager Portfolio seeks high total return with reduced risk over the 
         long-term by allocating its assets among domestic and foreign 
         stocks, bonds and short-term fixed income instruments. (3) 

(bullet) Fidelity Investments Variable Insurance Products Fund II - 
         ContraFund Portfolio seeks maximum total return over the long term 
         by investing its assets mainly in equity securities of companies 
         that are undervalued or out-of-favor. (3) 

(bullet) Fidelity Investments Variable Insurance Products Fund - 
         Equity-Income Portfolio seeks reasonable income by investing 
         primarily in income-producing equity securities. In choosing these 
         securities, the Fund will also consider the potential for capital 
         appreciation. (3) 

(bullet) Fidelity Investments Variable Insurance Products Fund - Growth 
         Portfolio seeks to achieve capital appreciation by investing 
         primarily in common stock, although the Fund is not limited to any 
         one type of security. (3) 

(bullet) Fidelity Investments Variable Insurance Products Fund - Overseas 
         Portfolio seeks long-term growth of capital primarily through 
         investments in foreign securities (at least 65% from at least three 
         countries outside of North America). (3) 

(bullet) Janus Aspen Series - Aggressive Growth Portfolio is a nondiversified 
         portfolio that seeks long-term growth of capital in a manner 
         consistent with the preservation of capital. The Portfolio pursues 
         its investment objective by normally investing at least 50% of its 
         equity assets in securities issued by medium-sized companies. 
         Medium-sized companies are those whose market capitalizations fall 
         within the range of companies in the S&P MidCap 400 Index, which as 
         of December 29, 1995 included companies with capitalizations between 
         approximately $118 million and $7.5 billion, but which is expected 
         to change on a regular basis. (4) 

(bullet) 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 securities selected primarily for 
         their growth potential and 40%-60% of its assets in securities 
         selected primarily for their income potential. (4) 

(bullet) Janus Aspen Series - Growth Portfolio seeks long-term growth of 
         capital by investing primarily in a diversified portfolio of common 
         stocks of a large number of issuers of any size. The Portfolio 
         generally emphasizes issuers with large market capitalizations. (4) 

(bullet) 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. (4) 


4 

<PAGE> 

(bullet) Janus Aspen Series - Worldwide Growth Portfolio seeks long-term 
         growth of capital consistent with the preservation of capital. The 
         Portfolio pursues its investment objective by investing primarily in 
         common stocks of foreign and domestic issuers of any size. (4) 

(bullet) Scudder Variable Life Investment Fund - International Portfolio 
         Class A Shares seeks long-term growth of capital principally from a 
         diversified portfolio of foreign equity investments. (5) 

(bullet) TCI Portfolios, Inc. - TCI Growth (a Twentieth Century fund) seeks 
         capital growth by investing in common stocks (including securities 
         convertible into common stocks) and other securities that meet 
         certain fundamental and technical standards of selection, and, in 
         the opinion of TCI Growth's management, have better than average 
         potential for appreciation. (6) 

Investment Advisers: 
(1) Aetna Life Insurance and Annuity Company 
(2) Fred Alger Management, Inc. 
(3) Fidelity Management & Research Company 
(4) Janus Capital Corporation 
(5) Scudder, Stevens & Clark, Inc. 
(6) Investors Research Corporation 

The availability of the Funds listed above is subject to applicable 
regulatory approvals. Not all Funds are available in all jurisdictions or 
under all Policies. 

There is no assurance that the Funds will achieve their investment 
objectives. Policyowners bear the full investment risk of investments in the 
Funds selected. 

Some of the above Funds may use instruments knowns as derivatives as part of 
their investment strategies, as described in their respective prospectuses. 
The use of certain derivatives such as inverse floaters and principal only 
debt instruments may involve higher risk of volatility to a Fund. The use of 
leverage in connection with derivatives can also increase risk of losses. See 
the prospectus for the Funds for a discussion of the risks associated with an 
investment in those funds. You should refer to the accompanying prospectuses 
of the Funds for more complete information about their investment policies 
and restrictions. 


5 

<PAGE> 
Mixed and Shared Funding 

Shares of the Funds are available to insurance company separate accounts 
which fund variable annuity contracts and variable life insurance policies, 
including the Policy described in this Prospectus. Because Fund shares are 
offered to separate accounts of both affiliated and unaffiliated insurance 
companies, it is conceivable that, in the future, it may not be advantageous 
for variable life insurance separate accounts and variable annuity separate 
accounts to invest in these Funds simultaneously, since the interests of such 
Policyowners or contractholders may differ. Although neither the Company nor 
the Funds currently foresees any such disadvantages either to variable life 
insurance or to variable annuity Policyholders, each Fund's Board of 
Trustees/Directors has agreed to monitor events in order to identify any 
material irreconcilable conflicts which may possibly arise and to determine 
what action, if any, should be taken in response thereto. If such a conflict 
were to occur, one of the separate accounts might withdraw its investment in 
a Fund. This might force that Fund to sell portfolio securities at 
disadvantageous prices. 

6 

<PAGE> 
Charges & Fees

Surrender Charge 

If You surrender Your Policy (in whole or in part) a surrender charge may 
apply, as described below. 

This charge is imposed in part as a deferred sales charge and in part to 
enable the Company to recover certain first year administrative costs. The 
maximum portion of the Surrender Charge applied to reimburse the Company for 
sales and promotional expense is 30% of the first year's Minimum Monthly 
Premium. (Any surrenders may result in tax implications; see "Tax Matters.") 

The initial Surrender Charge, as specified in Your Policy, is based on the 
Specified Amount. It also depends on the Insured's Attained Age and risk 
class. Once determined, the Surrender Charge will decrease annually until it 
reaches zero after nine years. 

If You increase the Specified Amount, a new Surrender Charge will be 
applicable, in addition to the then existing Surrender Charge. This charge 
will be determined based on the Insured's Attained Age and risk class. The 
Surrender Charge applicable to the increase will be equal to the Surrender 
Charge on a new Policy whose Specified Amount equals the amount of the 
increase, and will cover administrative expenses. The additional surrender 
charge will also decrease annually until it reaches zero after nine years. 

If You decrease the Specified Amount while the Surrender Charge applies, the 
Surrender Charge will remain the same as it was before the decrease. 

Based on its actuarial determination, the Company does not anticipate that 
the Surrender Charge will cover all sales and administrative expenses which 
the Company will incur in connection with the Policy. Any such shortfall, 
including but not limited to payment of sales and distribution expenses, 
would be charged to and paid by the Company. 

Surrender Charges on Full and Partial Surrenders 

Full Surrender: All applicable Surrender Charges are imposed. 

Partial Surrender: A proportional percentage of all Surrender Charges is 
imposed. The proportional percentage is the amount of the net partial 
surrender divided by the sum of the Fixed Account Value and the Separate 
Account Value less full Surrender Charges. When a partial surrender is made, 
any applicable remaining Surrender Charges will be reduced in the same 
proportion. 

Premium Load 

The premium load is deducted from your premium payments. The premium load is 
guaranteed to be no higher than 10% of premiums paid up to the first year's 
Guaranteed Death Benefit Premium to age 80 (5% in renewal years) and 5% over 
the Guaranteed Death Benefit Premium to age 80 in both first and renewal 
years. The current premium load for this Policy is 7% of premiums paid up to 
the first year's Guaranteed Death Benefit Premium to age 80 (2% in renewal 
years) and 2% 

7 

<PAGE> 
over the Guaranteed Death Benefit Premium to age 80 in both first and renewal 
years. This load represents average applicable state premium taxes as well as 
administrative expenses. The Company is responsible for payment of premium 
taxes and other amounts payable with respect to Your premium payments to the 
extent they exceed the premium load. DAC taxes are paid by the Company. 

Upon a full surrender of Your Policy within the first 36 months of the 
Policy, if Your Policy is not in default you may be entitled to a credit for 
some or all of the premium loads which have been deducted from your premium 
payments although a Surrender Charge will also apply. For Policies which are 
surrendered during the first twelve months after the Date of Issue, the 
credit will be the sum of all premium loads deducted. For Policy Months 13 
through 36, the credit will be equal to the sum of all premium loads deducted 
since the Date of Issue multiplied by twelve and then divided by the number 
of Policy Months since the Date of Issue of the Policy. For example, during 
Policy Month 24, the credit would be equal to the total of all premium loads 
deducted since the Date of Issue multiplied by 12/24, or half of all premium 
loads paid. No credits apply if a Policy is in default. 

To determine your Surrender Value, upon a full surrender, the credit will be 
applied as well as the applicable Surrender Charge (see "Surrender Charge," 
above). To determine the Surrender Value, for a surrender within the first 36 
months of the Policy, the Total Account Value will be reduced by the 
applicable Surrender Charge and the amount of any Loan Account Value, 
including accrued interest. That amount would be increased by the applicable 
credit for the premium load. 

Charges and Fees Assessed Against the Total Account Value 

A Monthly Deduction is made from the Total Account Value. The Monthly 
Deduction is made as of the same day each month, beginning with the Date of 
Issue. The Monthly Deduction includes the Cost of Insurance and any charges 
for supplemental riders or benefits. The Cost of Insurance depends on the 
Attained Age, risk class of the Insured and the Specified Amount of the 
Policy. 

Once a Policy is issued, Monthly Deductions, including Cost of Insurance 
charges, will begin as of the Date of Issue, even if the Policy's issuance 
was delayed due to underwriting requirements, and will be in amounts based on 
the Specified Amount of the Policy issued, even if the temporary insurance 
coverage received during the underwriting period was for a lesser amount. If 
we decline an application, we will refund the premium payment made. 

The Monthly Deduction also includes a monthly administrative expense charge 
of $7 during all Policy Years. This charge is for items such as premium 
billing and collection, Policy value calculation, confirmations and periodic 
reports and will not exceed our costs. The Monthly Deduction is deducted 
proportionately from each funding option, if more than one is used. This is 
accomplished by liquidating Accumulation Units and withdrawing the value of 
the liquidated Accumulation Units from each funding option in the same 
proportion as their respective values have to Your Fixed Account and Separate 
Account Values. 

Charges and Fees Associated with the Variable Funding Options 

The Company deducts a daily charge from the assets of Variable Life Account B 
for mortality and expense risks assumed by it in connection with the Policy. 
During the first ten Policy Years, this charge is currently equal to an 
annual rate of 0.70% of 

8 

<PAGE> 
the average daily net assets of the Separate Account; beginning in Policy 
Year eleven, the current charge decreases to an annual rate of 0.20% of the 
Separate Account's average daily net assets. The mortality and expense risk 
charge is assessed to compensate the Company for assuming certain mortality 
and expense risks under the Policies. The Company reserves the right to 
increase the mortality and expense risk charge if it believes that 
circumstances have changed so that current charges are no longer adequate. In 
no event will the charge exceed 0.90% of average daily net assets on an 
annual basis. 

The Company also deducts a daily administrative charge equivalent on an 
annual basis to 0.30% of the average daily net assets of Variable Life 
Account B to compensate the Company for expenses associated with the 
administration and maintenance of the Policy. These types of expenses are 
described above in connection with the monthly administrative charge. The 
daily administrative charge and the monthly administrative charge work 
together to cover the Company's administrative expenses. In later years of 
the Policy, the revenue collected from the daily asset-based charge grows 
with the Total Account Value to cover increased expenses from Account-based 
transactional expenses. The daily administrative charge is guaranteed not to 
exceed 0.50% of the average daily net assets of the Separate Account on an 
annual basis. 

Reduction of Charges 

This Policy is available for purchase by corporations and other groups or 
sponsoring organizations for multiple life sales. We reserve the right to 
reduce premium loads or any other charges on certain multiple life sales 
("cases") where it is expected that the amount or nature of such cases will 
result in savings of sales, underwriting, administrative or other costs. 
Eligibility for these reductions and the amount of reductions will be 
determined by a number of factors, including the number of lives to be 
insured, the total premiums expected to be paid, total assets under 
management for the Policyowner, the nature of the relationship among the 
insured individuals, the purpose for which the policies are being purchased, 
expected persistency of the individual policies, and any other circumstances 
which We believe to be relevant to the expected reduction of our expenses. 
Some of these reductions may be guaranteed and others may be subject to 
withdrawal or modification by us on a uniform case basis. Reductions in 
charges will not be unfairly discriminatory to any Policyowners. 

9 

<PAGE> 
Policy Choices 

When You buy a Policy, You make several important choices: 

(bullet) The amount of premium You intend to pay and whether You want to pay 
         the amount necessary to guarantee Your Death Benefit to age 80 or 
         100; 

(bullet) Which Life Insurance Qualification method best suits Your needs -- 
         Cash Value Accumulation or Guideline Premium; 

(bullet) Which one of the three Death Benefit Options You would like; 

(bullet) The Premium Accumulation Rate You would like if You choose Death 
         Benefit Option 3; 

(bullet) The way Your premiums will be allocated to the Funds and/or the 
         Fixed Account. 

Each of these choices is described in detail below: 

Premium Payments 

During the first five Policy years, payment of the Minimum Monthly Premium 
assures that the Policy will remain in force, as long as there are no partial 
surrenders or loans taken during that time. The Minimum Monthly Premium is 
stated in the Policy. If Minimum Monthly Premiums are not paid, or there are 
partial surrenders or loans taken during the first five Policy Years, the 
Policy will lapse if the Surrender Value is less than the next Monthly 
Deduction. 

Minimum Monthly Premiums are current if premiums paid, minus loans and 
partial surrenders, are greater than or equal to the Minimum Monthly Premium 
multiplied by the number of months the Policy has been in force. 

After the first five Policy Years, Your Policy will not lapse as long as the 
Policy's Surrender Value is sufficient to cover the next Monthly Deduction. 

Planned Premiums are those premiums You choose to pay on a scheduled basis. 
We will bill You annually, semiannually, or quarterly, or at any other 
agreed-upon frequency. Pre-authorized automatic monthly check payments may 
also be arranged. 

Additional Premiums are any premiums You pay in addition to Planned Premiums. 

Payment of Minimum Monthly Premiums, Planned Premiums, or Additional Premiums 
in any amount will not, except as noted above, guarantee that Your Policy 
will remain in force. Conversely, failure to pay Planned Premiums or 
Additional Premiums will not necessarily cause Your Policy to lapse. Not 
paying Your Planned Premiums can, however, cause the Guaranteed Death Benefit 
provision to terminate. (See "Guaranteed Death Benefit.") 

At any time, You may increase Your Planned Premium by written notice to us, 
or pay Additional Premiums, except that: 

(bullet) We may require evidence of insurability if the Additional Premium or 
         the new Planned Premium during the current Policy Year increases the 
         difference between the Death Benefit and the Total Account Value. If 
         satisfactory evidence of insurability is requested and not provided, 
         we will refund the increase in premium 

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<PAGE> 
without interest and without investing such amounts in the 
         underlying funding options. 

(bullet) If You have chosen the Guideline Premium method for Life Insurance 
         Qualification in no event may the total of all premiums paid exceed 
         the then-current maximum premium limitations established by federal 
         income tax law for a Policy to qualify as life insurance. (See "Tax 
         Considerations for Policyowners.") 

(bullet) If, at any time, a premium is paid which would result in total 
         premiums exceeding such maximum premium limitations, we will only 
         accept that portion of the premium which will make total premiums 
         equal to the maximum. Any part of the premium in excess of that 
         amount will be returned or applied as otherwise agreed and no 
         further premiums will be accepted until allowed by the then-current 
         maximum premium limitations prescribed by law. 

(bullet) If You make a sufficient premium payment when You apply for a 
         Policy, and have answered favorably to certain questions relating to 
         the Insured's health, a "temporary insurance agreement" in the 
         amount applied for (subject to stated maximums) will be provided. 

(bullet) After the first premium payment, all premiums must be sent directly 
         to our Home Office and will be deemed received when actually 
         received at the Home Office. Your premium payments received during a 
         Valuation Period at the Home Office will be allocated as You have 
         directed at the value determined at the end of the Valuation Period 
         after each payment is received in the Home Office. 

You may reallocate Your future premium payments at any time free of charge. 
Any reallocation will apply to premium payments made after You have received 
written verification from us. 

Under limited circumstances, we may backdate a Policy, upon request, by 
assigning a Date of Issue earlier than the date the application is signed, 
but no earlier than six months prior to state approval of the Policy. 
Backdating may be desirable, for example, so that You can purchase a 
particular Policy Specified Amount for lower cost of insurance rates, based 
on a younger insurance age. For a backdated Policy, You must pay the minimum 
premium payable for the period between the Date of Issue and the date of 
initial premium is invested in the Separate Account. Backdating of your 
Policy will not affect the date on which your premium payments are credited 
to the Separate Account and you are credited with Accumulation Units. You 
cannot be credited with Accumulation Units until your Net Premium is actually 
deposited in the Separate Account. (See "Policy Values.") 

Guaranteed Death Benefit 

The Guaranteed Death Benefit assures that as long as the Guaranteed Death 
Benefit Premium test, as described below, is met, the Policy will stay in 
force even if the Surrender Value is insufficient to cover monthly 
deductions. 

By paying the required Guaranteed Death Benefit Premium, You can choose which 
Guaranteed Death Benefit will be in effect. This benefit may not be available 
to all risk classes and is only available in those states where it has been 
approved, (eg., not available in New York.) The Guaranteed Death Benefit is 
available to age 80 or to age 100. 

11 

<PAGE> 
We will test annually to determine if the sum of all premiums paid to date 
are sufficient to support the Guaranteed Death Benefit then in effect. In 
order for the Guaranteed Death Benefit to be in effect, the cumulative 
premiums paid less partial surrenders must be greater than or equal to the 
required monthly Guaranteed Death Benefit Premium times the number of months 
elapsed since the Policy's Date of Issue. 

If these premiums are deficient, the Policyowner will be notified and given 
61 days to pay the amount deficient. If the Guaranteed Death Benefit to age 
100 had been in place, and the amount deficient is not received within the 
61-day period, the Guaranteed Death Benefit to age 80 will be substituted. If 
the cumulative premium test is satisfied based on the Guaranteed Death 
Benefit Premium to age 80, the Guaranteed Death Benefit to age 80 will then 
be in effect. Otherwise the Guaranteed Death Benefit will terminate. If the 
Guaranteed Death Benefit to age 80 had been in effect and the amount 
deficient is not received within the 61-day period, the Guaranteed Death 
Benefit will terminate. 

If the Guaranteed Death Benefit is terminated it may not be reinstated. 

Increases, decreases, partial surrenders, and option changes may affect the 
Guaranteed Death Benefit Premium. These events and loans may also affect the 
Policy's ability to remain in force even if the cumulative annual Guaranteed 
Death Benefit test has been met. 

Life Insurance Qualification 

A Policy must satisfy either of two testing methods to qualify as a life 
insurance contract for tax purposes under Section 7702 of the Internal 
Revenue Code of 1986, as amended. At the time of purchase, You may choose a 
Policy which uses either the Guideline Premium test or the Cash Value 
Accumulation test. Both methods require a life insurance Policy to meet 
minimum ratios of life insurance coverage to Total Account Value. We refer to 
the ratios as Applicable Percentages. We refer to required life insurance 
coverage in excess of the Total Account Value as the Death Benefit corridor. 

The Applicable Percentages for the Guideline Premium test are 250% through 
Attained Age 40, decreasing over time to 100% at Attained Age 95 and above. 
The Guideline Premium test also restricts the maximum premiums that may be 
paid into a life insurance policy for a specified Death Benefit. The Cash 
Value Accumulation test does not limit premiums which may be paid but has 
higher required Applicable Percentages. For example, Applicable Percentages 
for Non-Smokers range from 716% at Attained Age 20, 372% at Attained Age 40 
to 100% at Attained Age 100. 

If Your primary objective were to pay as much premium as possible into the 
Policy to target a cash value funding objective, generally a Cash Value 
Accumulation method policy would best meet Your needs, since it generally 
permits higher premium payments. The choice, however, might result in higher 
eventual Cost of Insurance charges because of the higher Death Benefit 
corridor. In addition, the payment of higher premiums which would be 
associated with choosing the Cash Value Accumulation method, increases the 
possibility that the amount paid into the Policy will exceed the amount that 
would have been paid had the Policy provided for seven level annual premiums 
(the "7-pay test"). If premiums paid exceed such limit during 

12 

<PAGE> 
any 7-pay testing period, any partial surrender or Policy loan may be subject 
to federal income taxation. (See "Tax Considerations for Policyowners.") 

If Your primary objective were to maximize the potential for growth in Total 
Account Value, or to conserve Total Account Value, generally a Guideline 
Premium Policy would best meet Your needs. This is because the Applicable 
Percentages are lower, resulting in lower Cost of Insurance charges for the 
smaller required Death Benefit corridor coverage. 

If Your primary objective were to provide a specified Death Benefit at low 
cost, then generally there is no difference between the testing methods 
because the planned premium will be less than the maximum premium limit under 
the Guideline Premium test and additional Death Benefit insurance coverage 
may not be necessary under either testing method to comply with the Death 
Benefit corridor requirements. 

Death Benefit Options 

At the time of purchase, You must choose from three available Death Benefit 
Options. The amount payable under the option chosen will be determined as of 
the date of the Insured's death. The Death Benefit may be affected by partial 
surrenders. The Death Benefit for all three options will be reduced by the 
Loan Account Value plus any accrued interest. 

Under Option 1, the Death Benefit will be the greater of the Specified Amount 
or Target Amount if a Term Insurance Rider is attached to the Policy (see 
"Term Insurance Rider"), or the Applicable Percentage of the Total Account 
Value. Option 1 generally provides a level Death Benefit. 

Under Option 2, the Death Benefit will be the greater of the Specified 
Amount, plus the Total Account Value or the Target Amount if a Term Insurance 
Rider is attached to the Policy (see "Term Insurance Rider"), or the 
Applicable Percentage of the Total Account Value. Option 2 provides a varying 
Death Benefit which increases or decreases over time, depending on the amount 
of premium paid and the investment performance of the underlying funding 
options You choose. 

Under Option 3, the Death Benefit will be the greater of the Specified Amount 
plus the Accumulated Premium(s) accumulated at the Premium Accumulation Rate 
or Target Amount if a Term Insurance Rider is attached to the Policy (see 
"Term Insurance Rider"), or the Applicable Percentage of the Total Account 
Value but will not exceed the total Death Benefit paid under Option 2. This 
option may only be selected at issue. 

The choice of Death Benefit Option should be based upon the pattern of Death 
Benefits which best matches the intended use of the Policy. For example, an 
Option 1 Policy should be chosen for a simple, fixed, level total Death 
Benefit need. Option 2 would be chosen to provide a level death benefit in 
addition to the Policy Total Account Value, and Option 3 would provide a 
level death benefit for the Specified Amount plus a return of Accumulated 
Premiums. 

Choosing the option which provides the lowest pattern of Death Benefits which 
meets the desired need will be the most efficient for accumulating potential 
cash value, since the lower Cost of Insurance charges will improve the growth 
or preservation of the Total Account Value. Other than providing the 
appropriate pattern 

13 

<PAGE> 
of desired Death Benefits, there is no economic advantage of one option over 
another, since the Cost of Insurance charges for all three Options is based 
upon the amount at risk, the difference between the Death Benefit and the 
Total Account Value each month. 

The same is true for the choice of a Premium Accumulation Rate under Option 
3. Choice of a higher Premium Accumulation Rate will cause the death benefit 
to increase more rapidly, but this will also generate higher Cost of 
Insurance charges and lower the potential growth in Total Account Value. 

Transfers and Allocations to Funding Options 

At purchase, You must decide how to allocate Your Net Premiums among the 
Funds and/or the Fixed Account. Net Premiums must be allocated in whole 
percentages. You should carefully consider current market conditions and each 
Fund's investment policies and related risks before allocating money to or 
transferring values among the Funds. 

Before the Maturity Date, You may transfer Policy values from one Fund to 
another at any time, or to the Fixed Account. Within 45 days after each 
Policy anniversary, and before the Maturity Date, You may also transfer a 
portion of the Fixed Account Value to one or more Funds. A transfer from the 
Fixed Account is allowed only once in the 45-day period after the Policy 
anniversary and will be effective as of the next Valuation Period after Your 
request is received at the Company's Home Office. The amount of such transfer 
cannot exceed the greater of 20% of the greatest amount held in the Fixed 
Account Value during the prior 5 years or $1000. 

Any transfer among the Funds or to the Fixed Account will result in the 
crediting and cancellation of Accumulation Units based on the Accumulation 
Unit values next determined after Your request is received by us at our Home 
Office. (See "Accumulation Unit Value.") 

14 

<PAGE> 
Policy Values 

Total Account Value 

Once Your Policy has been issued, each Net Premium allocated to a funding 
option through the Separate Account is credited in the form of Accumulation 
Units for the funding option based on that funding option's Accumulation Unit 
value (see below). If You choose to pay the initial premium upon delivery of 
the Policy, the initial premium will be invested in the Separate Account no 
later than five days following the later of the Date of Issue, the date the 
premium is received or the date the Policy is actually issued. Each Net 
Premium will be credited to Your Policy at the Accumulation Unit value(s) 
determined for the Valuation Period in which it is received by us at our Home 
Office following the Date of Issue of the Policy. (See "Premium Payments.") 
The number of Accumulation Units credited is determined by dividing the Net 
Premium by the value of an Accumulation Unit computed at the end of the 
Valuation Period during which we receive the premium. Shares in each Fund 
elected by You will be purchased by the Separate Account at the net asset 
value next determined by the Fund following receipt of the Net Premium by the 
Separate Account. This date will be no later than one business day following 
the crediting of Accumulation Units. Since each Fund has its own Accumulation 
Unit value, a Policyowner who has elected a combination of funding options 
will have Accumulation Units credited for each funding option. 

The Total Account Value of Your Policy is determined by: (a) multiplying the 
total number of Accumulation Units credited to the Policy for each applicable 
funding option by its appropriate current Accumulation Unit value; (b) if You 
have elected a combination of funding options, totaling the resulting values; 
(c) adding any values attributable to the Fixed Account; and (d) any values 
attributable to the Loan Account Value. 

The number of Accumulation Units credited to a Policy for each funding option 
will not be changed by any subsequent change in the value of an Accumulation 
Unit. The number is increased by subsequent contributions or transfers into 
that funding option, and decreased by charges and withdrawals from that 
funding option. 

There is no assurance that the Separate Account Value of the Policy will 
equal or exceed the premiums paid and allocated to the Separate Account. 

You will be advised at least annually as to the number of Accumulation Units 
which remain credited to the Policy for each Fund, the current Accumulation 
Unit values, the Separate Account Value, the Fixed Account Value, and the 
Total Account Value. 

Accumulation Unit Value 

The value of an Accumulation Unit for any Valuation Period is determined by 
multiplying the value of an Accumulation Unit for the immediately preceding 
Valuation Period by the net investment factor for the current period for the 
appropriate Fund. The net investment factor equals the net investment rate 
plus 1.0000000. The net investment rate is determined separately for each 
Fund as follows: 

The net investment rate equals (a) the net assets of the Fund held in 
Variable Life Account B at the end of a Valuation Period, minus (b) the net 
assets of the Fund 

15 

<PAGE> 
held in Variable Life Account B at the beginning of that Valuation Period, 
plus or minus (c) taxes or provisions for taxes, if any, attributable to the 
operation of Variable Life Account B, divided by (d) the value of the 
Accumulation Units held by Variable Life Account B at the beginning of the 
Valuation Period, minus (e) a daily charge for mortality and expense risk and 
for administrative expenses in connection with these Policies. (See "Charges 
and Fees Associated with the Variable Funding Options.") 

Maturity Value 

The Maturity Value of the Policy is the Total Account Value on the Maturity 
Date, less the Loan Account Value and any unpaid accrued interest. 

Surrender Value 

The Surrender Value of Your Policy is the amount You can receive in cash by 
surrendering the Policy. All or part of the Surrender Value may be applied to 
one or more of the Settlement Options. (See "Surrender Charge.") 

16 

<PAGE> 
Policy Rights 

Partial Surrenders 

A partial surrender may be made at any time after the first Policy Year. If, 
at the time of a partial surrender Your Total Account Value is attributable 
to more than one funding option, the Surrender Charge, transaction charge and 
the amount paid to You upon the surrender will be taken proportionately from 
the Accumulation Unit values in each funding option. 

The amount of a partial surrender may not exceed the Surrender Value on the 
date the request is received and may not be less than $500. 

Partial surrenders may only be made prior to election of a Settlement Option. 

For an Option 1 Policy (see "Death Benefit Options"): 

A partial surrender will reduce the Total Account Value, Death Benefit, and 
Specified Amount. The Specified Amount and Total Account Value will be 
reduced by equal amounts and will reduce any past increases in the reverse 
order in which they occurred. 

For an Option 2 Policy (see "Death Benefit Options"): 

A partial surrender will reduce the Total Account Value and the Death 
Benefit, but it will not reduce the Specified Amount. 

For an Option 3 Policy (see "Death Benefit Options"): 

A partial surrender will reduce the Total Account Value, Death Benefit, and 
Specified Amount. The Specified Amount and Total Account Value will be 
reduced by equal amounts and will reduce any past increases in the reverse 
order in which they occurred. 

Payment of any amount due from the Separate Account Values on a full or 
partial surrender will be made within seven calendar days after we receive 
Your written request at our Home Office in form satisfactory to us. Payment 
may be postponed when the New York Stock Exchange has been closed and for 
such other periods as the Commission may require. Payment from the Fixed 
Account Values may be deferred up to 6 months, except when used to pay 
premiums to the Company. 

The Specified Amount remaining in force after a partial surrender may not be 
less than $100,000. Any request for partial surrender that would reduce the 
Specified Amount below this amount will not be granted. In addition, if, 
following the partial surrender and the corresponding decrease in the 
Specified Amount, the Policy would not comply with the maximum premium 
limitations required by federal tax law, the decrease may be limited to the 
extent necessary to meet the federal tax law requirements. 

17 

<PAGE> 
No Lapse Coverage 

This Policy will not terminate during the five-year period after its Date of 
Issue or the Date of Issue of any increase if, on each Monthly Deduction Day 
within that period, the sum of premiums paid equals or exceeds: 1) the sum of 
the Minimum Monthly Premiums for each Policy month from the Date of Issue, 
including the current month; plus, 2) any partial surrenders; plus 3) any 
increase in Loan Account Value since the Policy's Date of Issue or the 
effective date of any increase. 

If, on each Monthly Deduction Day within the five-year period, the sum of 
premiums paid is less than the sum of items 1, 2, and 3 above, and the 
Surrender Value is insufficient to cover the current Monthly Deduction, the 
Grace Period provision will apply. (See "Grace Period.") 

After the five-year period expires, and depending on the investment 
performance of the Funds, the Total Account Value may be insufficient to keep 
this Policy in force, and payment of an additional premium may be necessary, 
unless the Guaranteed Death Benefit provision is in effect. 

Reinstatement of a Lapsed Policy 

A lapse occurs if Your Monthly Deduction is greater than the Surrender Value 
and no payment to cover the deduction is made within the 61 days of our 
notifying You. This may happen after the first five Policy Years, or during 
the first five Policy Years if Your Minimum Monthly Premiums are not current. 

You can apply for reinstatement within five years after the date of lapse and 
before the Maturity Date. To reinstate Your Policy we will require 
satisfactory evidence of insurability and an amount sufficient to pay for the 
current Monthly Deduction plus two additional Monthly Deductions. 

If the Policy is reinstated within five years of the Policy's Date of Issue, 
or while the No Lapse Coverage provision (see "No Lapse Coverage") would be 
in effect if this Policy had not lapsed, all values, including the Loan 
Account Value, will be reinstated to the point they were on the date of 
lapse. However, the Guaranteed Death Benefit provision will not be 
reinstated. 

If the Policy is reinstated after the No Lapse Coverage provision (see "No 
Lapse Coverage") has expired, this Policy will be reinstated on the Monthly 
Deduction Day following our approval. This Policy's Total Account Value at 
reinstatement will be the Net Premium paid less the Monthly Deduction due 
that day. Any Loan Account Value will not be reinstated, and the Guaranteed 
Death Benefit will not be reinstated. 

If the Policy's Surrender Value less any Loan Account Value plus accrued 
interest is not sufficient to cover the full Surrender Charge at the time of 
lapse, the remaining portion of the Surrender Charge will also be reinstated 
at the time of Policy reinstatement. 

Policy Loans: Preferred and Nonpreferred 

Unless otherwise required by state law, the maximum loan amount is 90% of the 
sum of the Fixed Account Value and the Separate Account Value less the 
surrender charge applicable at the time of the loan. 

18 

<PAGE> 
Loans taken during the first ten Policy Years are considered nonpreferred 
loans. Beginning in the eleventh Policy Year, up to 10% of the maximum loan 
amount available at the beginning of a Policy Year can be taken as a 
preferred loan during that Policy Year. Amounts borrowed that are in excess 
of the maximum loan amount available for a preferred loan will be considered 
a nonpreferred loan. An amount equal to what You receive for a loan, together 
with any interest added to the loan for due and unpaid interest, as described 
below, will be added to the Loan Account Value. 

If a policy loan is requested, the amount to be borrowed will be withdrawn by 
Us from the funding options and Fixed Account Value in proportion to the 
value of the Policy attributable to each funding option and the Fixed 
Account. Repayments on the loan will be allocated among the funding options 
in the same proportion the loan was taken from the funding options. The Loan 
Account Value will be reduced by the amount of any loan repayment. 

Interest on loans will accrue at an annual rate which will be the greater of: 

1) The monthly average (i.e., the Composite Yield on Corporate Bonds as 
   published by Moody's Investors Service, Inc.) for the calendar month which 
   ends two months before the month in which the Policy Anniversary occurs, 
   or 

2) 5.0%. 

Increases to the current interest rate may occur only when the maximum 
interest rate is at least .5% higher than the interest rate in effect for the 
prior Policy Year. 

Decreases to the current interest rate will occur only when the maximum 
interest rate is at least .5% lower than the interest rate in effect for the 
prior Policy Year. 

We will notify You of the current interest rate charged for a loan at the 
time the loan is made. If Your Policy has a loan outstanding, we will notify 
You of any change in the interest rate before the new rate becomes effective. 

Interest is payable once a year on each anniversary of the loan, or earlier 
upon surrender, payment of proceeds, or maturity of a Policy. Any interest 
not paid when due becomes part of the loan and bears interest. 

We will credit interest on the Loan Account Value. The Loan Account Value for 
the non-preferred loans will be credited interest, during any Policy Year, at 
an annual rate that is the interest rate charged on the loan minus 1%. 
However, in no case will the credited interest rate be less than 4.0% 
annually. 

The Loan Account Value on preferred loans will be credited interest at a rate 
equal to the interest rate charged. In no case will the credited interest 
rate be less than 5.0% annually. 

Policy Changes 

You may make changes to Your Policy as described below by submitting a 
written request to our Home Office in a form satisfactory to us. 

19 

<PAGE> 
Increases: You may increase the Specified Amount of Your Policy any time 
subject to the following conditions: 

(bullet) Satisfactory evidence of insurability may be required. 

(bullet) An increase in the Specified Amount will increase the Surrender 
         Charge. 

(bullet) The Minimum Monthly Premium will be increased when the Specified 
         Amount is increased. 

(bullet) An Increase in the Specified Amount will increase the Guaranteed 
         Death Benefit amount and will increase the Guaranteed Death Benefit 
         Premium. 

(bullet) The 5 year period as described in the No Lapse Coverage provision 
         will restart on the Date of Issue of an increase. 

Decreases: Beginning in the sixth Policy Year decreases will be allowed, 
however: 

(bullet) No decrease may reduce the Specified Amount to less than the minimum 
         for this type of Policy. (See "Death Benefit Options.") 

(bullet) Any decrease in the Specified Amount will cause a decrease in the 
         Guaranteed Death Benefit Premium. The Guaranteed Death Benefit 
         Premium will be based on the new Specified Amount. 

Death Benefit Option Change: A Death Benefit Option change will be allowed, 
subject to the following conditions: 

(bullet) The change will take effect on the Monthly Deduction Day on or next 
         following the date on which the Company receives Your written 
         request. 

(bullet) There will be no change in the Surrender Charge, and evidence of 
         insurability may be required. 

(bullet) We will not allow a change in the Death Benefit Option if the 
         Specified Amount will be reduced below the minimum. 

(bullet) Changes from Option 1 to Option 2 are allowed beginning in the sixth 
         Policy Year. The new Specified Amount will equal the Specified 
         Amount less the Total Account Value at the time of the change.* 

(bullet) Changes from Option 2 to Option 1 are allowed at anytime. The new 
         Specified Amount will equal the Specified Amount plus the Total 
         Account Value as of the time of the change.* 

(bullet) Changes from Option 3 to 1 are allowed at anytime. The Specified 
         Amount will be increased to equal the Specified Amount prior to the 
         change plus the lesser of the Accumulated Premiums or the Total 
         Account Value at the time of the change.* 

(bullet) Changes from Option 3 to 2 are allowed after the fifth Policy Year. 
         The Specified Amount will be reduced to equal the Specified Amount 
         prior to the change minus the difference between the Total Account 
         Value and the sum of the Accumulated Premiums at the time of the 
         change.* 

(bullet) Changes from Options 1 or 2 to Option 3 are not allowed.* 

* Changes in the Death Benefit Option also affect the Guaranteed Death 
  Benefit amount and the Guaranteed Death Benefit Premium. 


20 

<PAGE> 
Right to Examine the Policy 

The Policy has a free-look period during which You may examine the Policy. If 
for any reason You are dissatisfied, it may be returned to our Home Office 
for a refund. It must be returned within ten days after You receive the 
Policy and the written notice of withdrawal right, or within 45 days after 
You sign the application for the Policy, whichever occurs later. Some states 
provide a longer period of time to exercise these rights. Your Policy will 
indicate if you have more than 10 days to review the Policy. If You return 
(cancel) the Policy, we will pay a refund of (1) the difference between 
payments made and amounts allocated to the Separate Account, plus (2) the 
value of the amount allocated to the Separate Account as of the date the 
returned Policy is received by us, plus (3) any fees imposed on the amounts 
allocated to the Separate Account. Some state laws require the refund equal 
all premiums paid, without interest. Refunds will usually occur within seven 
days of notice of cancellation, although a refund of premiums paid by check 
may be delayed until the check clears Your bank. 


21 

<PAGE> 
Death Benefit 

The Death Benefit under the Policy will be paid in a lump sum within seven 
days after we receive due proof of the Insured's death (a certified copy of 
the death certificate), unless You or the beneficiary have elected that it be 
paid under one or more of the Settlement Options or such options as we may 
choose to make available in the future. Payment of the Death Benefit may be 
delayed if the Policy is being contested. (See "Settlement Options.") 

While the Insured is living, You may elect a Settlement Option for the 
beneficiary and deem it irrevocable. You may revoke or change a prior 
election. The beneficiary may make or change an election within 90 days of 
the death of the Insured, unless You have made an irrevocable election. A 
beneficiary who has elected Settlement Option 1 may elect another option 
within two years after the Insured's death. 

If the Policy is assigned as collateral security, we will pay any amount due 
the assignee in one lump sum. Any excess Death Benefit due will be paid as 
elected. 

22 

<PAGE> 
Policy Settlement 

Settlement Options 

Proceeds in the form of Settlement Options are payable by the Company upon 
the Insured's death, upon Maturity of the Policy, or upon election of one of 
the Settlement Options (after any applicable Surrender Charges have been 
deducted). 

A written request may be made to elect, change, or revoke a Settlement Option 
before payments begin under any Settlement Option. This request must be in 
form satisfactory to us, and will take effect upon its filing at our Home 
Office. If no Settlement Option has been elected by the Policyowner when the 
Death Benefit becomes payable to the beneficiary, that beneficiary may make 
the election. 

The first variable Settlement Option payment will be as of the tenth 
Valuation Period following our receipt of the properly completed election 
form. 

The following are the currently available Settlement Options (others may 
become available): 

Option 1 - Payment of interest on the sum left with us; 

Option 2 - Payments for a stated number of years, at least three but no more 
than thirty; 

Option 3 - Payments for the lifetime of the payee. If also chosen, we will 
guarantee payments for 60, 120, 180 or 240 months; or 

Option 4 - Payments during the joint lifetimes of two payees. At the death of 
either, payments will continue to the survivor. When this option is chosen, a 
choice must be made of: 

a) 100% of the payment to continue to the survivor; 

b) 66-2/3% of the payment to continue to the survivor; 

c) 50% of the payment to continue to the survivor; 

d) Payments for a minimum of 120 months, with 100% of the payment to continue 
   to the survivor; or 

e) 100% of the payment to continue to the survivor if the survivor is the 
   payee, and 50% of the payment to continue to the survivor if the survivor 
   is the second payee. 

In most states, no election may be made that would result in a first payment 
of less than $25 or that would result in total yearly payments of less than 
$120. If the value of the Policy is insufficient to elect an option for the 
minimum amount specified, a lump-sum payment must be elected. 

Proceeds applied under Option 1 will be held by us in the General Account. 
Proceeds in the General Account will be used to make payments on a 
fixed-dollar basis. We will add interest to such proceeds at an annual rate 
of not less than 3.0%. We may add interest daily at any higher rate. 

23 

<PAGE> 
Under Option 1, the payee may later tell the Company to (a) pay to him or her 
a portion of all of the sum held by the Company; or (b) apply a portion of 
all of the sum held by the Company to another Settlement Option. 

Proceeds applied under Settlement Options 2, 3 and 4 will be held at the 
election of You or Your beneficiary: (a) in a fixed annuity using the General 
Account; or (b) in Variable Annuity Account B, invested in one or more of the 
available investment options; or (c) a mix of (a) and (b). Proceeds held in 
Variable Annuity Account B will be used to make payments on a variable basis. 

If payments are to be funded on a variable basis, the first and subsequent 
payments will vary depending on the Assumed Net Investment Rate. This rate 
will be 3.5% per year, unless a 5% annual rate is chosen. The Assumed Net 
Investment Rate is chosen by the payee. 

Selection of a 5% rate causes a higher first payment, but subsequent payments 
will increase only to the extent the actual net investment rate exceeds 5% on 
an annualized basis, and they will decline if the rate is less than 5%. Use 
of the 3.5% Assumed Net Investment Rate causes a lower first payment, but 
subsequent payments will increase more rapidly or decline more slowly as 
changes occur in the actual net investment rate. The investment performance 
of the underlying funding option(s) must equal such assumed rate, plus enough 
to cover the mortality and expense risk and administrative fee charges, if 
future payments on a variable basis are to remain level. 

If payments on a variable basis are not to decrease, gross return on the 
assets of the underlying funding options must be: 

a) 4.75% on an annual basis, plus an annual return of up to .25% needed to 
   offset the administrative charge in effect at the time Settlement Option 
   payments start, if an Assumed Net Investment Rate of 3.5% is chosen; or 

b) 6.25% on an annual basis, plus an annual return of up to .25% needed to 
   offset the administrative charge in effect at the time Settlement Option 
   payments start, if an Assumed Net Investment Rate of 5% is chosen. 

Settlement Options 2, 3 or 4 may be chosen on a fixed-dollar basis. However, 
if the guaranteed payments are less than the payments which would be made 
from the purchase of the Company's current single premium immediate annuity, 
the larger payment will be made instead. 

As to funds held under Option 1, the payee may elect to make a withdrawal or 
to change options. Under Option 2, if payments are made on a variable basis, 
the current value may be withdrawn at any time. Amounts held in the Fixed 
Account may not be withdrawn under Option 2. No withdrawals or changes of 
option may be made under Options 3 and 4. 

When a payee dies while receiving payments under Options 2, 3 or 4, the 
present value of any remaining guaranteed payments will either be paid in one 
sum to the payee's beneficiary or upon election by that beneficiary, any 
remaining guaranteed payments will continue to that beneficiary. If no 
beneficiary exists, the present value of any remaining guaranteed payments 
will be paid in one sum to the payee's estate. If the payee dies while 
receiving payments under Option 1, the current value of the Option will be 
paid in one sum to the beneficiary, or to the payee's estate. 

24 

<PAGE> 
If the payee's beneficiary dies (and there is no contingent beneficiary), 
while receiving payments, the current value of the account (Option 1), or the 
present value of any remaining guaranteed payments will be paid in one sum to 
the estate of that beneficiary. The interest rate used to determine the first 
payment will be used to calculate the present value. 

Calculation of Settlement Payments 

When You have chosen payment on a variable basis, the first payment is 
calculated as follows: 

a) the portion of the proceeds applied to make payments on the variable 
   basis; divided by 

b) 1,000; times 

c) the payment rate per $1000 of proceeds for the option chosen as shown in 
   the Policy. 

Such amount, or portion, of the variable payment will be divided by the 
Settlement Option Unit value (described below), as of the tenth Valuation 
Period before the due date of the first payment, to determine the number of 
Settlement Option Units. Each future payment is equal to the number of 
Settlement Option Units, times the Settlement Option Unit value as of the 
tenth Valuation Period prior to the due date of the payment. 

For any Valuation Period, the Settlement Option Unit value is equal to: 

a) The Settlement Option Unit value for the previous Valuation Period; times 

b) The Net Return Factor (as defined below) for the Valuation Period; times 

c) A factor to reflect the Assumed Net Investment Rate. 

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

The Net Return Factor equals: 

1) The net assets of the applicable fund held in Variable Annuity Account B 
   at the end of a Valuation Period; minus 

2) The net assets of the applicable fund held in Variable Annuity Account B 
   at the beginning of that Valuation Period; plus or minus 

3) Taxes or provision for taxes, if any, attributable to the operations of 
   Variable Annuity Account B; divided by 

4) The value of Settlement Option Units and other accumulation units held in 
   Variable Annuity Account B at the beginning of the Valuation Period; minus 

5) A daily charge at an annual rate of 1.25% for annuity mortality and 
   expense risk and the then-current daily administrative expense charge. 

The number of Settlement Option Units remains fixed. However, the dollar 
value of the Settlement Option Unit values and the payments may increase or 
decrease due to investment gain or loss. 

Payments will not be affected by changes in the mortality or expense results 
or administrative expense charges. 


25 

<PAGE> 
Term Insurance Rider 

The Policy can be issued with a Term Insurance Rider as a portion of the 
total Death Benefit. The Rider provides term life insurance on the life of 
the Insured, which is annually renewable to attained age 100 (70 in New 
York). The amount of coverage provided under the Rider's Benefit Amount, 
varies from month to month. 

The Benefit Amount is the greater of (a) or (b), where (a) is the Target 
Amount, which is an amount selected by You, or a percentage of the Total 
Account Value as described in the Policy if that percentage is greater than 
the Target Amount; less (i) the greater of the Policy's Specified Amount and 
Total Account Value, if Death Benefit Option 1 is in effect; or (ii) the 
Policy's Specified Amount plus the Total Account Value, if Death Benefit 
Option 2 is in effect; or (iii) the Policy's Specified Amount plus the 
Accumulated Premiums, if Death Benefit Option 3 is in effect; (b) is zero. 
The result of Death Benefit Option 3 will never be greater than the result of 
Death Benefit Option 2. We may limit the Target Amount selected. 

The cost of the Rider is added to the Monthly Deductions, and is based on the 
Insured's Attained Age and premium class. We may adjust the monthly rider 
rate from time to time, but the rate will never exceed the guaranteed cost of 
insurance rates for the Rider for that Policy Year. The cost for this Rider 
is added to our calculation of the Minimum Monthly Premium for no lapse 
protection and to our calculation of the Guaranteed Death Benefit Premium. 
The Rider provides a vehicle for short-term insurance protection for 
policyholders who desire lower required premiums under the Policy, in 
anticipation of growth in Total Account Value to fund life insurance coverage 
in later Policy Years. 

If the Policy's Death Benefit increases as a result of an increase in Total 
Account Value (see "Life Insurance Qualification"), the Rider's Target Death 
Benefit will be reduced by an equivalent amount to maintain the total desired 
Death Benefit. 

The Rider's Death Benefit is included in the total Death Benefit paid under 
the Policy. (See "Death Benefit Options.") 

26 

<PAGE> 
The Company 

Aetna Life Insurance and Annuity 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 
organized in 1954). The Company is engaged in the business of issuing life 
insurance policies and annuity contracts in all states of the United States. 
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 registered as an investment adviser under the Investment 
Advisers Act of 1940. It is also registered as a broker-dealer under the 
Securities Exchange Act of 1934 and is a member of the National Association 
of Securities Dealers, Inc. 

27 

<PAGE> 
Directors & Officers 

<TABLE>
<CAPTION>
                                                                           Principal Occupation 
 Name and Address*             Position with Company                       During Past 5 Years 
<S>                       <C>                                 <C>
Daniel P. Kearney         Director, President and Chairman,   President (since December 1993), Aetna Life 
                          Executive Committee (Principal      Insurance and Annuity Company; Executive Vice 
                          Executive Officer)                  President (since December 1993), and Group 
                                                              Executive, Financial Division (February 
                                                              1991--December 1993), Aetna Life and Casualty 
                                                              Company. 
Christopher J. Burns      Director (1991); Senior Vice        Senior Vice President, Sales & Service (since 
                          President; Member of Executive      February 1996), and Senior Vice President, Life 
                          Committee                           (March 1991--February 1996), Aetna Life 
                                                              Insurance and Annuity Company. 
Laura R. Estes            Director and Senior Vice            Senior Vice President, Manage/Design Products 
                          President; Member of Executive      and Services (since February 1996), and Senior 
                          Committee                           Vice President, Pensions (March 1991--February 
                                                              1996), Aetna Life Insurance and Annuity 
                                                              Company. 
Timothy A. Holt           Director, Senior Vice President     Senior Vice President, Strategy & Finance, and 
                          and Chief Financial Officer         Chief Financial Officer (since February 1996), 
                          (1996)                              Aetna Life Insurance and Annuity Company; Vice 
                                                              President, Portfolio Management/Investment 
                                                              Group (August 1992--February 1996), Aetna Life 
                                                              and Casualty Company; Treasurer (February 
                                                              1990--July 1991), Aeltus Investment Management, 
                                                              Inc. 
Gail P. Johnson           Director and Vice President         Vice President, Service and Retain Customers 
                                                              (since February 1996); Vice President, Defined 
                                                              Benefit Services (September 1994--February 
                                                              1996); Vice President, Plan Services, Pensions 
                                                              and Financial Services (December 1992-- 
                                                              September 1994); Managing Director, Business 
                                                              Strategy (July 1991--December 1992); Assistant 
                                                              Vice President, Portfolio Management, Financial 
                                                              Division (June 1987-- July 1991); -- Aetna Life 
                                                              Insurance and Annuity Company. 
John Y. Kim               Director and Senior Vice            President (since December 1995), Aeltus 
                          President                           Investment Management, Inc.; Chief Investment 
                                                              Officer (since May 1994), Aetna Life and 
                                                              Casualty Company; Managing Director (September 
                                                              1993--April 1994), Mitchell Hutchins 
                                                              Institutional Investors (New York, New York); 
                                                              Vice President and Senior Portfolio Manager 
                                                              (October 1991-- August 1993), and Vice 
                                                              President, Investor Relations (1990--1992), 
                                                              Aetna Life and Casualty Company. 
Shaun P. Mathews          Director and Vice President         Vice President, Products Group (since February 
                                                              1996); Senior Vice President, Strategic Markets 
                                                              and Products (February 1993--February 1996); 
                                                              and Senior Vice President, Mutual Funds (March 
                                                              1991-- February 1993) -- Aetna Life Insurance 
                                                              and Annuity Company. 

* The address of all Directors and Officers listed is 151 Farmington Avenue, Hartford, Connecticut. 

28 

<PAGE> 

                                                                           Principal Occupation 
 Name and Address*             Position with Company                       During Past 5 Years 

Glen Salow                Director and Vice President         Vice President, Information Technology (since 
                                                              February 1996), Vice President, Information 
                                                              Technology, Investments and Financial Services 
                                                              (February 1995--February 1996); Vice President, 
                                                              Investment Systems (1992--1995); AIT -- Aetna 
                                                              Life Insurance and Annuity Company; Senior Vice 
                                                              President (December 1986--August 1992), Lehman 
                                                              Brothers. 
Creed R. Terry            Director and Vice President         Vice President, Select and Manage Markets 
                                                              (since February 1996), Market Strategist 
                                                              (August 1995--February 1996) -- Aetna Life 
                                                              Insurance and Annuity Company; President 
                                                              (1991--1995), Chemical Technology Corporation 
                                                              (a subsidiary of Chemical Bank). 
Zoe Baird                 Senior Vice President and General   Senior Vice President and General Counsel 
                          Counsel                             (since April 1992), Vice President and General 
                                                              Counsel (July 1990--April 1992), Aetna Life and 
                                                              Casualty Company. 
Susan E. Schechter        Counsel and Corporate Secretary     Counsel (since November 1993), Aetna Life and 
                                                              Casualty Company; Associate Attorney (September 
                                                              1986--October 1993), Steptoe & Johnson. 
Eugene M. Trovato         Vice President and Treasurer,       Vice President and Treasurer, Corporate 
                          Corporate Controller                Controller (since February 1996), Vice 
                                                              President and Controller (February 1995-- 
                                                              February 1996), Aetna Life Insurance and 
                                                              Annuity Company; Vice President, Financial 
                                                              Reporting (December 1991--February 1995), 
                                                              Assistant Vice President, Financial Reporting 
                                                              (June 1989--December 1991), Aetna Life and 
                                                              Casualty Company. 
Diane B. Horn             Vice President and Chief            Vice President and Chief Compliance Officer 
                          Compliance Officer                  (since February 1996), and Senior Compliance 
                                                              Officer (August 1993--February 1996), Aetna 
                                                              Life Insurance and Annuity Company; Director of 
                                                              Compliance (May 1991--July 1993), Kemper Life 
                                                              Insurance Company. 

* The address of all Directors and Officers listed is 151 Farmington Avenue, Hartford, Connecticut. 
</TABLE>

29 

<PAGE> 
Additional Information 

Reports to Policyowners 

Within 30 days after each Policy Anniversary and before proceeds are applied 
to a Settlement Option, we will send You a report containing the following 
information: 

1) A statement of changes in the Total Account Value and Surrender Value 
   since the prior report or since the Date of Issue, if there has been no 
   prior report. This includes a statement of Monthly Deductions and 
   investment results and any interest earnings for the report period; 

2) Surrender Value, Death Benefit, and any Loan Account Value as of the 
   Policy Anniversary; 

3) A projection of the Total Account Value, Loan Account Value and Surrender 
   Value as of the succeeding Policy Anniversary. 

If You have Policy values funded in a Separate Account You will receive, in 
addition, such periodic reports as may be required by the SEC. 

Some state laws require additional reports; these requirements vary from 
state to state. 

Right to Instruct Voting of Fund Shares 

In accordance with our view of present applicable law, we will vote the 
shares of each of the Funds held in each Separate Account. The votes will be 
cast at meetings of the shareholders of the Fund and will be based on 
instructions received from Policyowners. However, if the Investment Company 
Act of 1940 or any regulations thereunder should be amended or if the present 
interpretation thereof should change, and as a result we determine that we 
are permitted to vote the shares of the Fund in our own right, we may elect 
to do so. 

The number of Fund shares which each Policyowner is entitled to direct a vote 
is determined by dividing the portion of Total Account Value attributable to 
a Fund, if any, by the net asset value of one share in the Fund. During the 
Settlement Option period, the number of votes is determined by dividing the 
Valuation Reserve (as defined below) attributable in the Fund, if any, by the 
net asset value of one share of the Fund. Fractional votes will be counted. 
Where the value of the Total Account Value or the Valuation Reserve relates 
to more than one Fund, the calculation of votes will be performed separately 
for each Fund. The Valuation Reserve is established pursuant to the insurance 
laws of Connecticut to measure voting rights during the Settlement Option 
period and the value of a communication right, if available, under Settlement 
Option 2 when elected on a variable basis. 

The number of shares which a person has a right to vote will be determined as 
of a date to be chosen by us, but not more than 90 days before the meeting of 
the Fund. Voting instructions will be solicited by written communication at 
least 14 days before such meeting. 

Fund shares for which no timely instructions are received, and Fund shares 
which are not otherwise attributable to Policyowners, will be voted by us in 
the same 

30 

<PAGE> 
proportion as the voting instructions which are received for all Policies 
participating in each Fund through Variable Life Account B. 

Policyowners having a voting interest will receive periodic reports relating 
to the Fund, proxy material and a form for giving voting instructions. 

Disregard of Voting Instructions 

We may, when required by state insurance regulatory authorities, disregard 
voting instructions if the instructions require that the shares be voted so 
as to cause a change in the sub-classification or investment objectives of a 
Fund or to approve or disapprove an investment advisory contract for a Fund. 
In addition, we may disregard voting instructions in favor of changes 
initiated by a Policyowner in the investment policy or the investment adviser 
of the Fund if we reasonably disapprove of such changes. 

A change would be disapproved only if the proposed change is contrary to 
state law or prohibited by state regulatory authorities or we determined that 
the change would have an adverse effect on the Separate Accounts in that the 
proposed investment policy for a Fund may result in overly speculative or 
unsound investments. In the event we do disregard voting instructions, a 
summary of that action and the reasons for such action will be included in 
the next annual report to Policyowners. 

State Regulation 

We are subject to regulation and supervision by the Insurance Department of 
the state of Connecticut, which periodically examines our affairs. We are 
also subject to the insurance laws and regulations of all jurisdictions where 
we are authorized to do business. The Policies have been approved by the 
Insurance Department of the state of Connecticut and in other jurisdictions 
where they are offered. 

We are required to submit annual statements of our operations, including 
financial statements, to the insurance departments of the various 
jurisdictions in which we do business, for the purposes of determining 
solvency and compliance with local insurance laws and regulations. 

Legal Matters 

The Company knows of no material legal proceedings pending to which the 
Separate Account is a party or which would materially affect the Separate 
Account. 

The legal validity of the securities described in the Prospectus has been 
passed on by Susan E. Bryant, Counsel. 

The Registration Statement 

A Registration Statement under the Securities Act of 1933 has been filed with 
the SEC relating to the offering described in this Prospectus. This 
Prospectus does not include all the information set forth in the Registration 
Statement, certain portions of which have been omitted pursuant to the rules 
and regulations of the SEC. The omitted information may be obtained at the 
SEC's principal office in Washington, D.C., upon payment of the SEC's 
prescribed fees. 


31 

<PAGE> 
Distribution of the Policies 

We offer the Policies through life insurance salespersons and certain Home 
Office sales employees. Such persons are registered representatives of Aetna 
Investment Services, Inc., a wholly owned subsidiary of the Company, (which 
is a registered broker-dealer), or of other registered broker-dealers which 
have entered into distribution agreements with the Company. The maximum 
commission payable by the Company to salespersons and their supervising 
broker-dealers for Policy distribution is 50% of the Guaranteed Death Benefit 
Premium to age 80, or, in the event of an increase in the Specified Amount, 
50% of the Guaranteed Death Benefit Premium to age 80, attributable to the 
increase. In particular circumstances, we may also pay certain of these 
professionals for their administrative expenses. The Company may be deemed to 
be an underwriter for purposes of the federal securities laws. 

The registered representative may be required to return all or part of the 
first year commission if the Policy is not continued through the second year. 

If a Policy is terminated in the first 2 Policy Years, all or a portion of 
the commissions paid will be recalled from life insurance salespersons by the 
Company as described below. 

If a Policy is terminated in Policy months 1 through 3, 100% of the 
commissions paid will be recalled by the Company. 

If a Policy is terminated in Policy months 4 through 12, a graded chargeback 
will be applied, grading uniformly from 75% in Policy month 4 to 35% in 
Policy month 12. 

If a Policy is terminated in Policy months 13 through 24, a graded chargeback 
will be applied, grading uniformly from 30% in Policy month 13 to 2.5% in 
Policy Month 24. 

No further commissions will be recalled if a Policy is surrendered in Policy 
months 25 and later. 

Application forms are completed by the applicant and forwarded to the Company 
for acceptance. Upon acceptance, the Policy is prepared, executed by duly 
authorized officers of the Company, and forwarded to the Policyowner. 

The Policies are offered for sale in all jurisdictions where we are 
authorized to do business except Guam, Puerto Rico, and the Virgin Islands. 

Records and Accounts 

Andesa, TPA, Inc., Suite 102, 1621 N. Cedar Crest Boulevard, Allentown, 
Pennsylvania, will act as a Transfer Agent on behalf of Aetna Life Insurance 
and Annuity Company as it relates to the policies described in this 
Prospectus. In the role of a Transfer Agent, Andesa will perform 
administrative functions, such as decreases, increases, surrenders and 
partial surrenders, fund allocation changes and transfers on behalf of the 
Company. 

All records and accounts relating to the Separate Accounts and the Funds will 
be maintained by the Company. All financial transactions will be handled by 
the Company. All reports required to be made and information required to be 
given will be provided by Andesa on behalf of the Company. 

32 

<PAGE> 
Independent Auditors 

KPMG Peat Marwick LLP, CityPlace II, Hartford, Connecticut, 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. 


33 

<PAGE> 
Tax Matters

General 

The following is a discussion of the federal income tax considerations 
relating to the Policy. This discussion is based on the Company's 
understanding of federal income tax laws as they now exist and are currently 
interpreted by the Internal Revenue Service ("IRS"). These laws are complex, 
and tax results may vary among individuals. A person or persons contemplating 
the purchase of or the exercise of elections under the Policy described in 
this Prospectus should seek competent tax advice. 

Federal Tax Status of the Company 

The Company is taxed as a life insurance company in accordance with the 
Internal Revenue Code of 1986, as amended ("Code"). For federal income tax 
purposes, the operations of each Separate Account form a part of the 
Company's total operations and are not taxed separately, although operations 
of each Separate Account are treated separately for accounting and financial 
statement purposes. 

Both investment income and realized capital gains of the Separate Account 
(i.e., income, capital gains and dividends distributed to the Separate 
Account by the Funds) are reinvested without tax since the Code does not 
impose a tax on the Separate Account for these amounts. The Company reserves 
the right, however, to make a deduction for such taxes should they be imposed 
with respect to such items in the future. 

Life Insurance Qualification 

Section 7702 of the Code includes a definition of life insurance for tax 
purposes. The Secretary of the Treasury has been granted authority to 
prescribe regulations to carry out the purposes of this section, and proposed 
regulations governing mortality charges were issued in 1991. The Company 
believes that the Policy meets the statutory definition of life insurance. As 
such, and assuming the diversification standards of Section 817(h) (discussed 
below) are satisfied, then except in limited circumstances (a) death benefits 
paid under the Policy should generally be excluded from the gross income of 
the beneficiary for federal income tax purposes under Section 101(a)(1) of 
the Code, and (b) a Policyowner should not generally be taxed on the cash 
value under a Policy, including increments thereof, prior to actual receipt. 
The principal exceptions to these rules are corporations that are subject to 
the alternative minimum tax, and thus may be subject to tax on increments in 
the Policy's Total Account Value, and Policyowners who acquire a Policy in a 
"transfer for value" and thus can become subject to tax on the portion of the 
Death Benefit which exceeds the total of their cost of acquisition and 
subsequent premium payments. 

The Company intends to comply with any future final regulations issued under 
Sections 7702 and 817(h) of the Code, and therefore reserves the right to 
make such changes as it deems necessary to ensure such compliance. Any such 
changes will apply uniformly to affected Policyowners and will be made only 
after advance written notice. 

General Rules 

Upon the surrender or cancellation of any Policy, whether or not it is a 
Modified Endowment Contract, the Policyowner will be taxed on the Surrender 
Value only to the extent that it exceeds the gross premiums paid less prior 
untaxed withdrawals. 

34 

<PAGE> 
The amount of any unpaid Policy Loans will, upon surrender, be added to the 
Surrender Value and will be treated for this purpose as if it had been 
received. 

Assuming the Policy is not a Modified Endowment Contract, the proceeds of any 
Partial Surrenders are generally not taxable unless the total amount received 
due to such surrenders exceeds total premiums paid less prior untaxed Partial 
Surrender amounts. However, Partial Surrenders made within the first 15 
Policy Years may be taxable in certain limited instances where the Surrender 
Value plus any unpaid Policy debt exceeds the total premiums paid less the 
untaxed portion of any prior Partial Surrenders. This result may occur even 
if the total amount of any Partial Surrenders does not exceed total premiums 
paid to that date. 

Loans received under the Policy will ordinarily be considered indebtedness of 
the Policyowner, and assuming the Policy is not considered a Modified 
Endowment Contract, Policy Loans will not be treated as current distributions 
subject to tax. Generally, amounts of loan interest paid by individuals will 
be considered nondeductible "personal interest." 

Modified Endowment Contracts 

A class of contracts known as "Modified Endowment Contracts" has been created 
under Section 7702A of the Code. The tax rules applicable to loan proceeds 
and proceeds of a Partial Surrender of any Policy that is considered to be a 
Modified Endowment Contract will differ from the general rules noted above. 

A contract will be considered a Modified Endowment Contract if it fails the 
"7-pay test." A Policy fails the 7-pay test if, at any time in the first 
seven Policy Years, the amount paid into the Policy exceeds the amount that 
would have been paid had the Policy provided for the payment of seven (7) 
level annual premiums. In the event of a distribution under the Policy, the 
Company will notify the Policyowner if the Policy is a Modified Endowment 
Contract. 

Each Policy is subject to retesting under the 7-pay test during the first 
seven Policy Years and at any time a material change takes effect. A material 
change, for these purposes, includes the exchange of a life insurance policy 
for another life insurance policy or the conversion of a term life insurance 
policy into a whole life or universal life insurance policy. In addition, an 
increase in the future benefits provided constitutes a material change unless 
the increase is attributable to (1) the payment of premiums necessary to fund 
the lowest Death Benefit payable in the first seven Policy Years or (2) the 
crediting of interest or other earnings with respect to such premiums. A 
reduction in death benefits during the first seven Policy Years may also 
cause a Policy to be considered a Modified Endowment Contract. 

If the Policy is considered to be a Modified Endowment Contract, the proceeds 
of any Partial Surrenders and any Policy Loans will be currently taxable to 
the extent that the Policy's Total Account Value immediately before payment 
exceeds gross premiums paid (increased by the amount of loans previously 
taxed and reduced by untaxed amounts previously received). These rules may 
also apply to Policy Loans or Partial Surrender proceeds received during the 
two-year period prior to the time that a Policy becomes a Modified Endowment 
Contract. If the Policy becomes a Modified Endowment Contract, it may be 
aggregated with other Modified Endowment Contracts purchased by You from the 
Company (and its affiliates) during any one 

35 

<PAGE> 
calendar year for purposes of determining the taxable portion of withdrawals 
from the Policy. 

A penalty tax equal to 10% of the amount includable in income will apply to 
the taxable portion of the proceeds of any Policy Surrender or Policy Loan 
received by any Policyowner of a Modified Endowment Contract who is not an 
individual. The penalty tax will also apply where taxable Policy Loans are 
received by an individual who has not reached the age of 59-1/2. Taxable 
policy distributions made to an individual who has not reached the age of 
59-1/2 will also be subject to the penalty tax unless those distributions are 
attributable to the individual becoming disabled, or are part of a series of 
equal periodic payments made not less frequently than annually for the life 
or life expectancy of such individual (i.e., an annuity). 

Diversification Standards 

Section 817(h) of the Code provides that separate account investments (or the 
investments of a mutual fund, the shares of which are owned by separate 
accounts of insurance companies) underlying the Policy must be "adequately 
diversified" in accordance with Treasury regulations in order for the Policy 
to qualify as life insurance. The Treasury Department has issued regulations 
prescribing the diversification requirements in connection with variable 
contracts. The Separate Account, through the Funds, intends to comply with 
these requirements. 

Investor Control 

In certain circumstances, owners of variable contracts may be considered the 
owners for federal income tax purposes of the assets of the separate account 
used to support their contracts. In those circumstances, income and gains 
from separate account assets would be includable in the variable 
contractowner's gross income. In several rulings published prior to the 
enactment of Section 817(h), the IRS stated that a variable contractowner 
will be considered the owner of separate account assets if the contractowner 
possesses incidents of ownership in those assets, such as the ability to 
exercise investment control over the assets. The Treasury Department has also 
announced, in connection with the issuance of regulations under Section 
817(h) concerning diversification, that those regulations "do not provide 
guidance concerning the circumstances in which investor control of the 
investments of a segregated asset account may cause the investor (i.e., You), 
rather than the insurance company, to be treated as the owner of the assets 
in the account." This announcement also stated that guidance would be issued 
by way of regulations or rulings on the "extent to which policyholders may 
direct their investments to particular Funds without being treated as owners 
of the underlying assets." As of the date of this Prospectus, no such 
guidance has been issued. 

The ownership rights under the Policy are similar to, but different in 
certain respects from those described by the IRS in pre-Section 817(h) 
rulings in which it was determined that Policyowners were not owners of 
separate account assets. For example, a Policyowner has additional 
flexibility in allocating premium payments and account values. While the 
Company does not believe that these differences would result in a Policyowner 
being treated as the owner of a pro rata portion of the assets of the 
Separate Account, there is no regulation or ruling of the IRS that confirms 
this conclusion. In addition, the Company does not know what standards will 
be set forth, if any, in the regulations or rulings which the Treasury 
Department has stated it expects to issue. The Company therefore reserves the 
right to modify 

36 

<PAGE> 
the Policy as necessary to attempt to prevent a Policyowner from being 
considered the owner of a pro rata share of the assets of the Separate 
Account. 

Other Tax Considerations 

Business-owned life insurance may be subject to certain additional rules. 
Section 264(a)(1) of the Code generally prohibits employers from deducting 
premiums on policies covering officers, employees or other financially 
interested parties. Additions to the Policy's Total Account Value may also be 
subject to tax under the corporation alternative minimum tax provisions. In 
addition, Section 264(a)(4) of the Code limits the Policyowner's deduction 
for interest on loans taken against life insurance covering the lives of 
officers, employees, or other financially interested in the Policyowner's 
trade or business. Under current tax law, interest may generally be deducted 
on an aggregate total of $50,000 of loans per covered life with respect to 
all life insurance policies covering each officer, employee or others who may 
have a financial interest in the Policyowner's trade or business. 

Depending on the circumstances, the exchange of a policy, a change in the 
Policy's Death Benefit Option, a Policy Loan, a Full or Partial Surrender, a 
change in Ownership or an assignment of the Policy may have federal income 
tax consequences. In addition, federal, state and local transfer, estate, 
inheritance and other tax consequences of policy ownership, premium payments 
and receipt of policy proceeds depend on the circumstances of each 
Policyowner or beneficiary. 

37 

<PAGE> 
Misc. Policy Provisions 

The Policy 

The Policy which You receive and the application You make when You purchase 
the Policy are the whole contract. A copy of the application is attached to 
the Policy when it is issued to You. Any application for changes, once 
approved by us, will become part of the Policy. 

Payment of Benefits 

All benefits are payable at our Home Office. We may require submission of the 
Policy before we grant loans, make changes or pay benefits. 

Age 

If age is misstated on the application, the amount payable on death will be 
that which would have been purchased by the most recent monthly deduction at 
the current age. 

Incontestability 

We will not contest coverage under the Policy after the Policy has been in 
force during the lifetime of the insured for a period of two years from the 
Policy's Date of Issue. Our right to contest coverage is not affected by the 
Guaranteed Death Benefit provision. 

For coverage which takes effect on a later date (e.g., an increase in 
coverage), we will not contest such coverage after it has been in force 
during the lifetime of the Insured more than two years from its effective 
date. 

Suicide 

In most states, if the Insured commits suicide within two years from the Date 
of Issue, the only benefit paid will be the sum of: 

a) premiums paid less amounts allocated to the Separate Account; and 

b) the Separate Account Value on the date of suicide, plus the portion of the 
   Monthly Deduction from the Separate Account Value, minus 

c) the amount necessary to repay any loans in full and any interest earned on 
   the Loan Account Value transferred to the Separate Account Value, and any 
   surrenders from the Fixed Account. 

If the Insured commits suicide within two years from the effective date of 
any increase in coverage, we will pay as a benefit only the Monthly Deduction 
for the increase, in lieu of the face amount of the increase. 

All amounts described in (a) and (c) above will be calculated as of the date 
of death. 

Coverage Beyond Maturity 

You may, by written request in the 30 days before the Maturity Date of this 
Policy, elect to continue coverage beyond the Maturity Date. At Age 100, the 
Separate Account Value will be transferred to the Fixed Account. If coverage 
beyond maturity 

38 

<PAGE> 
is elected, we will continue to credit interest to the Total Account Value of 
this Policy. Monthly Deductions will be calculated with a Cost of Insurance 
rate equal to zero. (This provision is not available in New York.) 

At this time, uncertainties exist regarding the tax treatment of the Policy 
should it continue beyond the Maturity Date. You should therefore consult 
with Your tax advisor prior to making this election. (See "Tax Matters.") 

Nonparticipation 

The Policy is not entitled to share in the divisible surplus of the Company. 
No dividends are payable. 

39 

<PAGE> 
Illustrations of Death Benefit, Total Account Values and Surrender Values 

The following tables illustrate how the Death Benefit, Total Account Values 
and Surrender Values of a Policy change with the investment experience of the 
Fund. The tables show how the Death Benefit, Total Account Values, and 
Surrender Values of a Policy issued to an insured of a given age and a given 
premium would vary over time if the investment return on the assets held in 
each Fund were a uniform, gross, after tax annual rate of 0%, 6%, and 12%, 
respectively. 

Tables I, II, V and VI illustrate Policies issued on a unisex basis, age 45, 
in the preferred nonsmoker rate class. Tables III, IV, VII and VIII 
illustrate Policies issued on a unisex basis, age 45 in the nonsmoker rate 
class. Tables I through IV show values under the Guideline Premium Test for 
the definition of life insurance, and Tables V through VIII show values under 
the Cash Value Accumulation Test for the definition of life insurance. The 
Death Benefit, Total Account Values, and Surrender Values would be different 
from those shown if the gross annual investment rates of return averaged 0%, 
6%, and 12%, respectively, over a period of years, but fluctuated above and 
below those averages for individual Policy Years. 

The second column of each table shows the accumulated values of the premiums 
paid at an assumed interest rate of 5%. The third through fifth columns 
illustrate the Death Benefit of a Policy over the designated period. The 
sixth through eighth columns illustrate the Total Account Values, while the 
ninth through the eleventh columns illustrate the Surrender Values of each 
Policy over the designated period. Tables I, III, V and VII assume that the 
maximum Cost of Insurance allowable under the Policy are charged in all 
Policy Years. These tables also assume that the maximum allowable mortality 
and expense risk charge of 0.90% on an annual basis, the maximum allowable 
administrative expense charge of 0.50% on an annual basis, and the maximum 
allowable premium load of 10% up to the first year's Guaranteed Death Benefit 
Premium to age 80 and 5% over the Guaranteed Death Benefit Premium to age 80, 
are assessed in the first Policy Year and 5% on all premium in all Policy 
Years thereafter. Tables II, IV, VI and VIII assume that the current scale of 
Cost of Insurance Rates applies during all Policy Years. These tables also 
assume the current mortality and expense risk charge of 0.70% on an annual 
basis for the first 10 Policy Years and 0.20% for Policy Years 11 and 
thereafter, the current administrative expense charge of 0.30% on an annual 
basis, and the current premium load of 7% up to the first year's Guaranteed 
Death Benefit Premium to age 80 and 2% over the Guaranteed Death Benefit 
Premium to age 80 are assessed in the first Policy Year and 2% on all premium 
in all Policy Years thereafter. 

The amounts shown for Death Benefit, Surrender Values, and Total Account 
Values reflect the fact that the net investment return is lower than the 
gross, after tax return on the assets held in each Fund as a result of 
expenses paid by each Fund and Separate Account charges levied. 

The values shown take into account the daily investment advisory fee and 
other Fund expenses paid by each Fund. See the individual prospectuses for 
each Fund for more information. 

In addition, a charge for mortality and expense risks of 0.70% for Policy 
Years 1-10 and 0.20% beginning in Policy Year 11 and thereafter (0.90% 
maximum) and administrative expenses of 0.30% (0.50% maximum) has also been 
reflected in the 

40 

<PAGE> 
values shown. After deduction of these amounts, the illustrated net annual 
return is -2.09%, 3.91% and 9.91% on the maximum charge basis and -1.69%, 
4.31% and 10.31% on a current charge basis for Policy Years 1-10. The 
illustrated net annual return is -0.82%, 5.18% and 11.18% on a current charge 
basis for Policy Years 11 and thereafter. 

A weighted average has been used for the illustrations assuming that the 
Policy Owner has invested in the Funds as follows: 8% in Aetna Variable Fund; 
8% in Aetna Income Shares; 8% in Aetna Variable Encore Fund; 8% in Aetna 
Investment Advisers Fund, Inc.; 10% in Alger American Small Cap Portfolio; 7% 
in Fidelity's Variable Insurance Products Fund-Equity-Income Portfolio; 7% in 
Fidelity's Variable Insurance Products Fund--Growth Portfolio; 7% in 
Fidelity's Variable Insurance Products Fund--Overseas Portfolio; 7% in 
Fidelity's Variable Insurance Products Funds II--Asset Manager Portfolio; 7% 
in Fidelity's Variable Insurance Products Fund II--Contrafund Portfolio; 3% 
in each of the Janus Aspen Aggressive Growth Portfolio, Janus Aspen Balanced 
Portfolio, Janus Aspen Growth Portfolio, Janus Aspen Short-Term Bond 
Portfolio, and the Janus Aspen Worldwide Growth Portfolio, 4% in the Scudder 
International Portfolio and 4% in TCI Growth. 

The hypothetical values shown in the tables do not reflect any Separate 
Account charges for federal income taxes, since we are not currently making 
such charges. However, such charges may be made in the future, and in that 
event, the gross annual investment rate of return would have to exceed 0%, 
6%, or 12% by an amount sufficient to cover the tax charges in order to 
produce the Death Benefit, Total Account Values, and Surrender Values 
illustrated. 

The tables illustrate the Policy Values that would result based upon the 
hypothetical investment rates of return if premiums were paid as indicated, 
if all Net Premiums were allocated to Variable Life Account B, and if no 
Policy loans have been made. The tables are also based on the assumptions 
that the Policyowner has not requested an increase or decrease in the 
Specified Amount of the Policy, and no partial surrenders have been made. 

Upon request, we will provide an illustration based upon the proposed 
Insured's age, and underwriting classification, the Specified Amount or 
premium requested, the proposed frequency of premium payments and any 
available riders requested. 

The hypothetical gross annual investment return assumed in such an 
illustration will not exceed 12%. 

41 

<PAGE> 
                                     Table I

               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY 
                             UNISEX ISSUE AGE 45 
         $5,244.00 ANNUAL GUARANTEED DEATH BENEFIT PREMIUM TO AGE 80 
                           PREFERRED NONSMOKER RISK 
                             FACE AMOUNT $500,000 
                               SIMPLIFIED ISSUE 
                            GUIDELINE PREMIUM TEST 
                            DEATH BENEFIT OPTION 1 

<TABLE>
<CAPTION>
         Premiums               Death Benefit                     Total Account Value                    Surrender Value 
        Accumulated   Gross Annual Investment Return of       Annual Investment Return of          Annual Investment Return of 
End of      at        ----------------------------------   ----------------------------------    ---------------------------------- 
Policy  5% Interest   Gross 0%     Gross 6%   Gross 12%    Gross 0%     Gross 6%   Gross 12%    Gross 0%    Gross 6%    Gross 12%  
Year     Per Year    Net -2.09%   Net 3.91%   Net 9.91%   Net -2.09%   Net 3.91%   Net 9.91%   Net -2.09%   Net 3.91%   Net 9.91%  
 -----   ----------   ----------   ---------   ---------   ----------   ---------   ---------   ----------  ---------  ----------  
<S>        <C>         <C>         <C>         <C>          <C>          <C>         <C>         <C>         <C>         <C>
1           5,244      500,000     500,000     500,000       2,885        3,112       3,340       2,636       2,862        3,090 
2          10,750      500,000     500,000     500,000       5,851        6,499       7,177       5,547       6,196        6,874 
3          16,532      500,000     500,000     500,000       8,624        9,887      11,261       8,355       9,617       10,992 
4          22,602      500,000     500,000     500,000      11,197       13,263      15,605      10,655      12,721       15,064 
5          28,976      500,000     500,000     500,000      13,568       16,623      20,233      13,104      16,158       19,769 

6          35,669      500,000     500,000     500,000      15,714       19,939      25,149      15,327      19,552       24,762 
7          42,697      500,000     500,000     500,000      17,617       23,189      30,360      17,307      22,880       30,051 
8          50,076      500,000     500,000     500,000      19,249       26,339      35,870      19,017      26,106       35,638 
9          57,823      500,000     500,000     500,000      20,582       29,352      41,682      20,427      29,197       41,527 
10         65,958      500,000     500,000     500,000      21,594       32,199      47,806      21,594      32,199       47,806 

15        113,158      500,000     500,000     500,000      21,031       42,726      83,700      21,031      42,726       83,700 
20        173,398      500,000     500,000     500,000       6,893       41,395     129,508       6,893      41,395      129,508 
25        250,281      500,000     500,000     500,000           0       13,150     186,506           0      13,150      186,506 
30        348,405      500,000     500,000     500,000           0            0     259,584           0           0      259,584 

20        173,398      500,000     500,000     500,000       6,893       41,395     129,508       6,893      41,395      129,508 
(Age 65) 
</TABLE>

If premiums are paid more frequently than annually, the Death Benefits, Total 
Account Values, and Surrender Values would be less than those illustrated. If 
a larger premium is paid, the Surrender Value as a percentage of the Total 
Account Value will be greater than or equal to those illustrated. If a 
smaller premium is paid, the Surrender Value as a percentage of the Total 
Account Value will be less than or equal to those illustrated. 

Assumes no Policy loan has been made. Guaranteed mortality rates assumed. 
Maximum mortality and expense risk charges, administrative expense charges, 
and premium load assumed. 

These investment results are illustrative only and should not be considered a 
representation of past or future investment results. Actual investment 
results may be more or less than those shown and will depend on a number of 
factors, including the Policyowner's allocations and the Funds' rates of 
return. The Total Account Value and Surrender Value for a Policy would be 
different from those shown if the actual investment rates of return averaged 
0%, 6%, and 12% over a period of years, but fluctuated above or below those 
averages for individual Policy Years. No representations can be made that 
these rates of return will definitely be achieved for any one year or 
sustained over a period of time. 

42 

<PAGE> 
                                    Table II

               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY 
                             UNISEX ISSUE AGE 45 
         $5,244.00 ANNUAL GUARANTEED DEATH BENEFIT PREMIUM TO AGE 80 
                           PREFERRED NONSMOKER RISK 
                             FACE AMOUNT $500,000 
                               SIMPLIFIED ISSUE 
                            GUIDELINE PREMIUM TEST 
                            DEATH BENEFIT OPTION 1 

<TABLE>
<CAPTION>
         Premiums               Death Benefit                    Total Account Value                    Surrender Value 
        Accumulated   Gross Annual Investment Return of      Annual Investment Return of          Annual Investment Return of 
End of      at       ----------------------------------  ----------------------------------     ----------------------------------- 
Policy  5% Interest   Gross 0%    Gross 6%    Gross 12%    Gross 0%    Gross 6%   Gross 12%    Gross 0%    Gross 6%    Gross 12% 
Year     Per Year    Net -1.69%   Net 4.31%  Net 10.31%   Net -1.69%  Net 4.31%   Net 10.31%  Net -1.69%   Net 4.31%   Net 10.31%   
 -----   ----------  ----------  ---------   ----------  ----------   ---------   ----------  ----------   ---------  -----------   
<S>        <C>        <C>          <C>         <C>          <C>         <C>        <C>          <C>         <C>         <C>
1           5,244     500,000      500,000     500,000       3,476       3,726       3,976       3,069        3,319       3,569 
2          10,750     500,000      500,000     500,000       7,080       7,814       8,579       6,620        7,353       8,118 
3          16,532     500,000      500,000     500,000      10,550      12,004      13,581      10,123       11,577      13,155 
4          22,602     500,000      500,000     500,000      13,884      16,297      19,024      13,342       15,755      18,482 
5          28,976     500,000      500,000     500,000      17,081      20,697      24,950      16,617       20,232      24,486 

6          35,669     500,000      500,000     500,000      20,143      25,207      31,413      19,756       24,820      31,026 
7          42,697     500,000      500,000     500,000      23,077      29,839      38,478      22,767       29,530      38,168 
8          50,076     500,000      500,000     500,000      25,863      34,579      46,188      25,631       34,347      45,956 
9          57,823     500,000      500,000     500,000      28,529      39,457      54,641      28,374       39,302      54,486 
10         65,958     500,000      500,000     500,000      31,038      44,443      63,880      31,038       44,443      63,880 

15        113,158     500,000      500,000     500,000      41,650      72,208     127,485      41,650       72,208     127,485 
20        173,398     500,000      500,000     500,000      46,564     102,651     231,472      46,564      102,651     231,472 
25        250,281     500,000      500,000     500,000      44,405     135,993     408,331      44,405      135,993     408,331 
30        348,405     500,000      500,000     760,447      28,389     168,588     710,698      28,389      168,588     710,698 

20        173,398     500,000      500,000     500,000      46,564     102,651     231,472      46,564      102,651     231,472 
(Age 65) 
</TABLE>

If premiums are paid more frequently than annually, the Death Benefits, Total 
Account Values, and Surrender Values would be less than those illustrated. If 
a larger premium is paid, the Surrender Value as a percentage of the Total 
Account Value will be greater than or equal to those illustrated. If a 
smaller premium is paid, the Surrender Value as a percentage of the Total 
Account Value will be less than or equal to those illustrated. 

Assumes no Policy loan has been made. Current mortality rates assumed. 
Current mortality and expense risk charges, administrative expense charges, 
and premium load assumed. The current mortality and expense risk charge may 
be reduced from .70% to .20% in Policy Years 11 and thereafter. Beginning in 
Policy Years 11 and thereafter, the illustrated net annual return is -0.82%, 
5.18% and 11.18%. 

These investment results are illustrative only and should not be considered a 
representation of past or future investment results. Actual investment 
results may be more or less than those shown and will depend on a number of 
factors, including the Policyowner's allocations and the Funds' rates of 
return. The Total Account Value and Surrender Value for a Policy would be 
different from those shown if the actual investment rates of return averaged 
0%, 6%, and 12% over a period of years, but fluctuated above or below those 
averages for individual Policy Years. No representations can be made that 
these rates of return will definitely be achieved for any one year or 
sustained over a period of time. 

43 

<PAGE> 
                                   Table III

               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY 
                             UNISEX ISSUE AGE 45 
         $6,444.00 ANNUAL GUARANTEED DEATH BENEFIT PREMIUM TO AGE 80 
                                NONSMOKER RISK 
                             FACE AMOUNT $500,000 
                               GUARANTEED ISSUE 
                            GUIDELINE PREMIUM TEST 
                            DEATH BENEFIT OPTION 1 

<TABLE>
<CAPTION>
         Premiums               Death Benefit                    Total Account Value                    Surrender Value 
        Accumulated   Gross Annual Investment Return of      Annual Investment Return of          Annual Investment Return of 
End of      at       ----------------------------------  ----------------------------------     ----------------------------------- 
Policy  5% Interest   Gross 0%    Gross 6%    Gross 12%    Gross 0%    Gross 6%   Gross 12%    Gross 0%    Gross 6%    Gross 12% 
Year     Per Year    Net -2.09%   Net 3.91%   Net 9.91%   Net -2.09%  Net 3.91%   Net 9.91%   Net -2.09%   Net 3.91%   Net 9.91% 
 -----   ----------  ----------  ---------   ----------  ----------   ---------   ----------  ----------   ---------  -----------  
<S>        <C>        <C>          <C>         <C>         <C>          <C>         <C>        <C>         <C>          <C>
1           6,444     500,000      500,000     500,000       3,946       4,238       4,531       3,637       3,928        4,221 
2          13,210     500,000      500,000     500,000       8,014       8,862       9,749       7,638       8,487        9,373 
3          20,315     500,000      500,000     500,000      11,871      13,541      15,357      11,537      13,208       15,023 
4          27,774     500,000      500,000     500,000      15,510      18,266      21,384      14,842      17,598       20,716 
5          35,607     500,000      500,000     500,000      18,932      23,035      27,873      18,359      22,463       27,300 

6          43,832     500,000      500,000     500,000      22,114      27,827      34,846      21,637      27,350       34,369 
7          52,467     500,000      500,000     500,000      25,039      32,620      42,336      24,657      32,239       41,954 
8          61,534     500,000      500,000     500,000      27,682      37,388      50,372      27,395      37,102       50,085 
9          71,055     500,000      500,000     500,000      30,016      42,101      58,985      29,825      41,910       58,795 
10         81,052     500,000      500,000     500,000      32,021      46,734      68,222      32,021      46,734       68,222 

15        139,052     500,000      500,000     500,000      36,384      67,795     125,921      36,384      67,795      125,921 
20        213,077     500,000      500,000     500,000      27,423      80,911     210,650      27,423      80,911      210,650 
25        307,553     500,000      500,000     500,000           0      74,421     342,486           0      74,421      342,486 
30        428,132     500,000      500,000     610,216           0      22,747     570,295           0      22,747      570,295 

20        213,077     500,000      500,000     500,000      27,423      80,911     210,650      27,423      80,911      210,650 
(Age 65) 
</TABLE>

If premiums are paid more frequently than annually, the Death Benefits, Total 
Account Values, and Surrender Values would be less than those illustrated. If 
a larger premium is paid, the Surrender Value as a percentage of the Total 
Account Value will be greater than or equal to those illustrated. If a 
smaller premium is paid, the Surrender Value as a percentage of the Total 
Account Value will be less than or equal to those illustrated. 

Assumes no Policy loan has been made. Guaranteed mortality rates assumed. 
Maximum mortality and expense risk charges, administrative expense charges, 
and premium load assumed. 

These investment results are illustrative only and should not be considered a 
representation of past or future investment results. Actual investment 
results may be more or less than those shown and will depend on a number of 
factors, including the Policyowner's allocations and the Funds' rates of 
return. The Total Account Value and Surrender Value for a Policy would be 
different from those shown if the actual investment rates of return averaged 
0%, 6%, and 12% over a period of years, but fluctuated above or below those 
averages for individual Policy Years. No representations can be made that 
these rates of return will definitely be achieved for any one year or 
sustained over a period of time. 

44 

<PAGE> 
                                    Table IV

               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY 
                             UNISEX ISSUE AGE 45 
         $6,444.00 ANNUAL GUARANTEED DEATH BENEFIT PREMIUM TO AGE 80 
                                NONSMOKER RISK 
                             FACE AMOUNT $500,000 
                               GUARANTEED ISSUE 
                            GUIDELINE PREMIUM TEST 
                            DEATH BENEFIT OPTION 1 

<TABLE>
<CAPTION>
         Premiums               Death Benefit                    Total Account Value                    Surrender Value 
        Accumulated   Gross Annual Investment Return of      Annual Investment Return of          Annual Investment Return of 
End of      at       ----------------------------------  ----------------------------------     ----------------------------------- 
Policy  5% Interest   Gross 0%    Gross 6%    Gross 12%    Gross 0%    Gross 6%   Gross 12%    Gross 0%    Gross 6%    Gross 12% 
Year     Per Year    Net -1.69%   Net 4.31%  Net 10.31%   Net -1.69%  Net 4.31%   Net 10.31%  Net -1.69%   Net 4.31%   Net 10.31%   
 -----   ----------  ----------  ---------   ----------  ----------   ---------   ----------  ----------   ---------  -----------   
<S>        <C>        <C>          <C>         <C>          <C>         <C>         <C>         <C>         <C>         <C>
1           6,444     500,000      500,000     500,000       4,156       4,460       4,764       3,653        3,957       4,261 
2          13,210     500,000      500,000     500,000       8,448       9,335      10,260       7,879        8,766       9,691 
3          20,315     500,000      500,000     500,000      12,543      14,294      16,196      12,016       13,767      15,669 
4          27,774     500,000      500,000     500,000      16,432      19,331      22,610      15,764       18,663      21,942 
5          35,607     500,000      500,000     500,000      20,163      24,497      29,602      19,590       23,924      29,029 

6          43,832     500,000      500,000     500,000      23,710      29,768      37,206      23,233       29,291      36,729 
7          52,467     500,000      500,000     500,000      27,084      35,161      45,500      26,702       34,780      45,118 
8          61,534     500,000      500,000     500,000      30,221      40,617      54,497      29,935       40,331      54,211 
9          71,055     500,000      500,000     500,000      33,219      46,235      64,371      33,028       46,044      64,180 
10         81,052     500,000      500,000     500,000      35,963      51,908      75,110      35,963       51,908      75,110 

15        139,052     500,000      500,000     500,000      46,850      83,009     148,950      46,850       83,009     148,950 
20        213,077     500,000      500,000     500,000      49,344     115,531     270,033      49,344      115,531     270,033 
25        307,553     500,000      500,000     555,648      39,912     148,007     479,007      39,912      148,007     479,007 
30        428,132     500,000      500,000     890,104       7,135     173,566     831,873       7,135      173,566     831,873 

20        213,077     500,000      500,000     500,000      49,344     115,531     270,033      49,344      115,531     270,033 
(Age 65) 
</TABLE>

If premiums are paid more frequently than annually, the Death Benefits, Total 
Account Values, and Surrender Values would be less than those illustrated. If 
a larger premium is paid, the Surrender Value as a percentage of the Total 
Account Value will be greater than or equal to those illustrated. If a 
smaller premium is paid, the Surrender Value as a percentage of the Total 
Account Value will be less than or equal to those illustrated. 

Assumes no Policy loan has been made. Current mortality rates assumed. 
Current mortality and expense risk charges, administrative expense charges, 
and premium load assumed. The current mortality and expense risk charge may 
be reduced from .70% to .20% in Policy Years 11 and thereafter. Beginning in 
Policy Years 11 and thereafter, the illustrated net annual return is -0.82%, 
5.18% and 11.18%. 

These investment results are illustrative only and should not be considered a 
representation of past or future investment results. Actual investment 
results may be more or less than those shown and will depend on a number of 
factors, including the Policyowner's allocations and the Funds' rates of 
return. The Total Account Value and Surrender Value for a Policy would be 
different from those shown if the actual investment rates of return averaged 
0%, 6%, and 12% over a period of years, but fluctuated above or below those 
averages for individual Policy Years. No representations can be made that 
these rates of return will definitely be achieved for any one year or 
sustained over a period of time. 

45 

<PAGE> 
                                    Table V

               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY 
                             UNISEX ISSUE AGE 45 
         $5,244.00 ANNUAL GUARANTEED DEATH BENEFIT PREMIUM TO AGE 80 
                           PREFERRED NONSMOKER RISK 
                             FACE AMOUNT $500,000 
                               SIMPLIFIED ISSUE 
                         CASH VALUE ACCUMULATION TEST 
                            DEATH BENEFIT OPTION 1 

<TABLE>
<CAPTION>
         Premiums               Death Benefit                    Total Account Value                    Surrender Value 
        Accumulated   Gross Annual Investment Return of      Annual Investment Return of          Annual Investment Return of 
End of      at       ----------------------------------  ----------------------------------     ----------------------------------- 
Policy  5% Interest   Gross 0%    Gross 6%    Gross 12%    Gross 0%    Gross 6%   Gross 12%    Gross 0%    Gross 6%    Gross 12% 
Year     Per Year    Net -2.09%   Net 3.91%   Net 9.91%   Net -2.09%  Net 3.91%   Net 9.91%   Net -2.09%   Net 3.91%   Net 9.91% 
 -----   ----------  ----------  ---------   ----------  ----------   ---------   ----------  ----------   ---------  -----------  
<S>       <C>         <C>          <C>         <C>          <C>         <C>         <C>         <C>         <C>          <C>
1           5,244     500,000      500,000     500,000       2,885       3,112       3,340       2,636       2,862        3,090 
2         10,7650     500,000      500,000     500,000       5,851       6,499       7,177       5,547       6,196        6,874 
3          16,532     500,000      500,000     500,000       8,624       9,887      11,261       8,355       9,617       10,992 
4          22,602     500,000      500,000     500,000      11,197      13,263      15,605      10,655      12,721       15,064 
5          28,976     500,000      500,000     500,000      13,568      16,623      20,233      13,104      16,158       19,769 

6          35,669     500,000      500,000     500,000      15,714      19,939      25,149      15,327      19,552       24,762 
7          42,697     500,000      500,000     500,000      17,617      23,189      30,360      17,307      22,880       30,051 
8          50,076     500,000      500,000     500,000      19,249      26,339      35,870      19,017      26,106       35,638 
9          57,823     500,000      500,000     500,000      20,582      29,352      41,682      20,427      29,197       41,527 
10         65,958     500,000      500,000     500,000      21,594      32,199      47,806      21,594      32,199       47,806 

15        113,158     500,000      500,000     500,000      21,031      42,726      83,700      21,031      42,726       83,700 
20        173,398     500,000      500,000     500,000       6,893      41,395     129,508       6,893      41,395      129,508 
25        250,281     500,000      500,000     500,000           0      13,150     186,506           0      13,150      186,506 
30        348,405     500,000      500,000     500,000           0           0     259,584           0           0      259,584 

20        173,398     500,000      500,000     500,000       6,893      41,395     129,508       6,893      41,395      129,508 
(Age 65) 
</TABLE>

If premiums are paid more frequently than annually, the Death Benefits, Total 
Account Values, and Surrender Values would be less than those illustrated. If 
a larger premium is paid, the Surrender Value as a percentage of the Total 
Account Value will be greater than or equal to those illustrated. If a 
smaller premium is paid, the Surrender Value as a percentage of the Total 
Account Value will be less than or equal to those illustrated. 

Assumes no Policy loan has been made. Guaranteed mortality rates assumed. 
Maximum mortality and expense risk charges, administrative expense charges, 
and premium load assumed. 

These investment results are illustrative only and should not be considered a 
representation of past or future investment results. Actual investment 
results may be more or less than those shown and will depend on a number of 
factors, including the Policyowner's allocations and the Funds' rates of 
return. The Total Account Value and Surrender Value for a Policy would be 
different from those shown if the actual investment rates of return averaged 
0%, 6%, and 12% over a period of years, but fluctuated above or below those 
averages for individual Policy Years. No representations can be made that 
these rates of return will definitely be achieved for any one year or 
sustained over a period of time. 

46 

<PAGE> 
                                    Table VI

               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY 
                             UNISEX ISSUE AGE 45 
         $5,244.00 ANNUAL GUARANTEED DEATH BENEFIT PREMIUM TO AGE 80 
                           PREFERRED NONSMOKER RISK 
                             FACE AMOUNT $500,000 
                               SIMPLIFIED ISSUE 
                         CASH VALUE ACCUMULATION TEST 
                            DEATH BENEFIT OPTION 1 

<TABLE>
<CAPTION>
         Premiums               Death Benefit                    Total Account Value                    Surrender Value 
        Accumulated   Gross Annual Investment Return of      Annual Investment Return of          Annual Investment Return of 
End of      at       ----------------------------------  ----------------------------------     ----------------------------------- 
Policy  5% Interest   Gross 0%    Gross 6%    Gross 12%    Gross 0%    Gross 6%   Gross 12%    Gross 0%    Gross 6%    Gross 12% 
Year     Per Year    Net -1.69%   Net 4.31%  Net 10.31%   Net -1.69%  Net 4.31%   Net 10.31%  Net -1.69%   Net 4.31%   Net 10.31%  
 -----   ----------  ----------  ---------   ----------  ----------   ---------   ----------  ----------   ---------  -----------   
<S>        <C>        <C>          <C>         <C>          <C>         <C>         <C>         <C>          <C>         <C>
1           5,244     500,000      500,000     500,000       3,476       3,726       3,976       3,069        3,319       3,569 
2          10,750     500,000      500,000     500,000       7,080       7,814       8,579       6,620        7,353       8,118 
3          16,532     500,000      500,000     500,000      10,550      12,004      13,581      10,123       11,577      13,155 
4          22,602     500,000      500,000     500,000      13,884      16,297      19,024      13,342       15,755      18,482 
5          28,976     500,000      500,000     500,000      17,081      20,697      24,950      16,617       20,232      24,486 

6          35,669     500,000      500,000     500,000      20,143      25,207      31,413      19,756       24,820      31,026 
7          42,697     500,000      500,000     500,000      23,077      29,839      38,478      22,767       29,530      38,168 
8          50,076     500,000      500,000     500,000      25,863      34,579      46,188      25,631       34,347      45,956 
9          57,823     500,000      500,000     500,000      28,529      39,457      54,641      28,374       39,302      54,486 
10         65,958     500,000      500,000     500,000      31,038      44,443      63,880      31,038       44,443      63,880 

15        113,158     500,000      500,000     500,000      41,650      72,208     127,485      41,650       72,208     127,485 
20        173,398     500,000      500,000     500,000      46,564     102,651     231,472      46,564      102,651     231,472 
25        250,281     500,000      500,000     649,007      44,405     135,993     405,630      44,405      135,993     405,630 
30        348,405     500,000      500,000     985,198      28,389     168,588     684,165      28,389      168,588     684,165 

20        173,398     500,000      500,000     500,000      46,564     102,651     231,472      46,564      102,651     231,472 
(Age 65) 
</TABLE>

If premiums are paid more frequently than annually, the Death Benefits, Total 
Account Values, and Surrender Values would be less than those illustrated. If 
a larger premium is paid, the Surrender Value as a percentage of the Total 
Account Value will be greater than or equal to those illustrated. If a 
smaller premium is paid, the Surrender Value as a percentage of the Total 
Account Value will be less than or equal to those illustrated. 

Assumes no Policy loan has been made. Current mortality rates assumed. 
Current mortality and expense risk charges, administrative expense charges, 
and premium load assumed. The current mortality and expense risk charge may 
be reduced from .70% to .20% in Policy Years 11 and thereafter. Beginning in 
Policy Years 11 and thereafter, the illustrated net annual return is -0.82%, 
5.18% and 11.18%. 

These investment results are illustrative only and should not be considered a 
representation of past or future investment results. Actual investment 
results may be more or less than those shown and will depend on a number of 
factors, including the Policyowner's allocations and the Funds' rates of 
return. The Total Account Value and Surrender Value for a Policy would be 
different from those shown if the actual investment rates of return averaged 
0%, 6%, and 12% over a period of years, but fluctuated above or below those 
averages for individual Policy Years. No representations can be made that 
these rates of return will definitely be achieved for any one year or 
sustained over a period of time. 

47 

<PAGE> 
                                   Table VII

               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY 
                             UNISEX ISSUE AGE 45 
         $6,444.00 ANNUAL GUARANTEED DEATH BENEFIT PREMIUM TO AGE 80 
                                NONSMOKER RISK 
                             FACE AMOUNT $500,000 
                               GUARANTEED ISSUE 
                         CASH VALUE ACCUMULATION TEST 
                            DEATH BENEFIT OPTION 1 

<TABLE>
<CAPTION>
         Premiums               Death Benefit                    Total Account Value                    Surrender Value 
        Accumulated   Gross Annual Investment Return of      Annual Investment Return of          Annual Investment Return of 
End of      at       ----------------------------------  ----------------------------------    ----------------------------------- 
Policy  5% Interest   Gross 0%    Gross 6%    Gross 12%    Gross 0%    Gross 6%   Gross 12%    Gross 0%    Gross 6%    Gross 12% 
Year     Per Year    Net -2.09%   Net 3.91%   Net 9.91%   Net -2.09%  Net 3.91%   Net 9.91%   Net -2.09%   Net 3.91%   Net 9.91% 
 -----   ----------  ----------  ---------   ----------  ----------   ---------   ----------  ----------   ---------  -----------  
<S>        <C>        <C>          <C>         <C>          <C>         <C>         <C>         <C>         <C>          <C>
1           6,444     500,000      500,000     500,000       3,946       4,238       4,531       3,637       3,928        4,221 
2          13,210     500,000      500,000     500,000       8,014       8,862       9,749       7,638       8,487        9,373 
3          20,315     500,000      500,000     500,000      11,871      13,541      15,357      11,537      13,208       15,023 
4          27,774     500,000      500,000     500,000      15,510      18,266      21,384      14,842      17,598       20,716 
5          35,607     500,000      500,000     500,000      18,932      23,035      27,873      18,359      22,463       27,300 

6          43,832     500,000      500,000     500,000      22,114      27,827      34,846      21,637      27,350       34,369 
7          52,467     500,000      500,000     500,000      25,039      32,620      42,336      24,657      32,239       41,954 
8          61,534     500,000      500,000     500,000      27,682      37,388      50,372      27,395      37,102       50,085 
9          71,055     500,000      500,000     500,000      30,016      42,101      58,985      29,825      41,910       58,795 
10         81,052     500,000      500,000     500,000      32,021      46,734      68,222      32,021      46,734       68,222 

15        139,052     500,000      500,000     500,000      36,384      67,795     125,921      36,384      67,795      125,921 
20        213,077     500,000      500,000     500,000      27,423      80,911     210,650      27,423      80,911      210,650 
25        307,553     500,000      500,000     546,709           0      74,421     341,693           0      74,421      341,693 
30        428,132     500,000      500,000     767,486           0      22,747     532,976           0      22,747      532,976 

20        213,077     500,000      500,000     500,000      27,423      80,911     210,650      27,423      80,911      210,650 
(Age 65) 
</TABLE>

If premiums are paid more frequently than annually, the Death Benefits, Total 
Account Values, and Surrender Values would be less than those illustrated. If 
a larger premium is paid, the Surrender Value as a percentage of the Total 
Account Value will be greater than or equal to those illustrated. If a 
smaller premium is paid, the Surrender Value as a percentage of the Total 
Account Value will be less than or equal to those illustrated. 

Assumes no Policy loan has been made. Guaranteed mortality rates assumed. 
Maximum mortality and expense risk charges, administrative expense charges, 
and premium load assumed. 

These investment results are illustrative only and should not be considered a 
representation of past or future investment results. Actual investment 
results may be more or less than those shown and will depend on a number of 
factors, including the Policyowner's allocations and the Funds' rates of 
return. The Total Account Value and Surrender Value for a Policy would be 
different from those shown if the actual investment rates of return averaged 
0%, 6%, and 12% over a period of years, but fluctuated above or below those 
averages for individual Policy Years. No representations can be made that 
these rates of return will definitely be achieved for any one year or 
sustained over a period of time. 

48 

<PAGE> 
                                   Table VIII

               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY 
                             UNISEX ISSUE AGE 45 
         $6,444.00 ANNUAL GUARANTEED DEATH BENEFIT PREMIUM TO AGE 80 
                                NONSMOKER RISK 
                             FACE AMOUNT $500,000 
                               GUARANTEED ISSUE 
                         CASH VALUE ACCUMULATION TEST 
                            DEATH BENEFIT OPTION 1 

<TABLE>
<CAPTION>
         Premiums               Death Benefit                    Total Account Value                    Surrender Value 
        Accumulated   Gross Annual Investment Return of      Annual Investment Return of          Annual Investment Return of 
End of      at       ----------------------------------  ----------------------------------    ----------------------------------- 
Policy  5% Interest   Gross 0%    Gross 6%    Gross 12%    Gross 0%    Gross 6%   Gross 12%    Gross 0%    Gross 6%    Gross 12% 
Year     Per Year    Net -1.69%   Net 4.31%  Net 10.31%   Net -1.69%  Net 4.31%   Net 10.31%  Net -1.69%   Net 4.31%   Net 10.31%  
 -----   ----------  ----------  ---------   ----------  ----------   ---------   ----------  ----------   ---------  -----------  
<S>        <C>        <C>          <C>        <C>           <C>         <C>         <C>         <C>          <C>         <C>
1           6,444     500,000      500,000      500,000      4,156       4,460       4,764       3,653        3,957       4,261 
2          13,210     500,000      500,000      500,000      8,448       9,335      10,260       7,879        8,766       9,691 
3          20,315     500,000      500,000      500,000     12,543      14,294      16,196      12,016       13,767      15,669 
4          27,774     500,000      500,000      500,000     16,432      19,331      22,610      15,764       18,663      21,942 
5          35,607     500,000      500,000      500,000     20,163      24,497      29,602      19,590       23,924      29,029 

6          43,832     500,000      500,000      500,000     23,710      29,768      37,206      23,233       29,291      36,729 
7          52,467     500,000      500,000      500,000     27,084      35,161      45,500      26,702       34,780      45,118 
8          61,534     500,000      500,000      500,000     30,221      40,617      54,497      29,935       40,331      54,211 
9          71,055     500,000      500,000      500,000     33,219      46,235      64,371      33,028       46,044      64,180 
10         81,052     500,000      500,000      500,000     35,963      51,908      75,110      35,963       51,908      75,110 

15        139,052     500,000      500,000      500,000     46,850      83,009     148,950      46,850       83,009     148,950 
20        213,077     500,000      500,000      500,000     49,344     115,531     270,033      49,344      115,531     270,033 
25        307,553     500,000      500,000      748,905     39,912     148,007     468,066      39,912      148,007     468,066 
30        428,132     500,000      500,000    1,114,939      7,135     173,566     774,263       7,135      173,566     774,263 

20        213,077     500,000      500,000      500,000     49,344     115,531     270,033      49,344      115,531     270,033 
(Age 65) 
</TABLE>

If premiums are paid more frequently than annually, the Death Benefits, Total 
Account Values, and Surrender Values would be less than those illustrated. If 
a larger premium is paid, the Surrender Value as a percentage of the Total 
Account Value will be greater than or equal to those illustrated. If a 
smaller premium is paid, the Surrender Value as a percentage of the Total 
Account Value will be less than or equal to those illustrated. 

Assumes no Policy loan has been made. Current mortality rates assumed. 
Current mortality and expense risk charges, administrative expense charges, 
and premium load assumed. The current mortality and expense risk charge may 
be reduced from .70% to .20% in Policy Years 11 and thereafter. Beginning in 
Policy Years 11 and thereafter, the illustrated net annual return is -0.82%, 
5.18% and 11.18%. 

These investment results are illustrative only and should not be considered a 
representation of past or future investment results. Actual investment 
results may be more or less than those shown and will depend on a number of 
factors, including the Policyowner's allocations and the Funds' rates of 
return. The Total Account Value and Surrender Value for a Policy would be 
different from those shown if the actual investment rates of return averaged 
0%, 6%, and 12% over a period of years, but fluctuated above or below those 
averages for individual Policy Years. No representations can be made that 
these rates of return will definitely be achieved for any one year or 
sustained over a period of time. 


49 

<PAGE> 
                              FINANCIAL STATEMENTS

                           VARIABLE LIFE ACCOUNT B 

                                    Index 

 Independent Auditors' Report               S-2 
Statement of Assets and Liabilities         S-3 
Statement of Operations                     S-6 
Statements of Changes in Net Assets         S-7 
Notes to Financial Statements               S-8 

                                     S-1 
<PAGE> 
Independent Auditors' Report 

The Board of Directors of Aetna Life Insurance and Annuity Company and 
  Policyholders of Variable Life Account B: 

We have audited the accompanying statement of assets and liabilities of Aetna 
Life Insurance and Annuity Company Variable Life Account B (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 Life 
Account B 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 Life Account B 
Statement of Assets and Liabilities--December 31, 1995 

<TABLE>
<S>                                                                                           <C>
ASSETS: 
Investments, at net asset value: (Note 1) 
 Aetna Variable Fund; 2,442,148 shares at $29.06 per share (cost $70,892,640)                 $ 70,958,031 
 Aetna Income Shares; 773,062 shares at $13.00 per share (cost $9,861,889)                      10,051,167 
 Aetna Variable Encore Fund; 415,129 shares at $13.30 per share (cost $5,381,253)                5,520,188 
 Aetna Investment Advisers Fund, Inc.; 639,193 shares at $14.50 per share (cost 
  $8,238,116)                                                                                    9,269,700 
 Alger American Fund--Alger American Small Capitalization Portfolio; 133,920 shares at 
  $39.41 per share (cost $4,681,829)                                                             5,277,779 
 Fidelity Investments Variable Insurance Products Fund: 
  Equity-Income Portfolio; 21,701 shares at $19.27 per share (cost $389,974)                       418,176 
  Growth Portfolio; 41,047 shares at $29.20 per share (cost $1,234,770)                          1,198,559 
  Overseas Portfolio; 34,006 shares at $17.05 per share (cost $557,879)                            579,802 
 Fidelity Investments Variable Insurance Products Fund II: 
  Asset Manager Portfolio; 60,778 shares at $15.79 per share (cost $912,255)                       959,690 
  Contrafund Portfolio; 79,021 shares at $13.78 per share (cost $1,078,657)                      1,088,910 
 Janus Aspen Series: 
  Aggressive Growth Portfolio; 205,922 shares at $17.08 per share (cost $3,140,545)              3,517,151 
  Balanced Portfolio; 46,943 shares at $13.03 per share (cost $551,081)                            611,670 
  Growth Portfolio; 187,250 shares at $13.45 per share (cost $2,321,668)                         2,518,516 
  Short-Term Bond Portfolio; 34,655 shares at $10.03 per share (cost $341,510)                     347,588 
  Worldwide Growth Portfolio; 93,270 shares at $15.31 per share (cost $1,200,440)                1,427,963 
 Scudder Variable Life Investment Fund--International Portfolio; 566,120 shares at $11.82 
  per share (cost $6,260,081)                                                                    6,691,544 
 TCI Portfolios, Inc.--TCI Growth; 504,092 shares at $12.06 per share (cost $5,079,618)          6,079,345 
                                                                                              ------------ 
NET ASSETS                                                                                    $126,515,779 
                                                                                              ============ 
</TABLE>
Net assets represented by: 

<TABLE>
<CAPTION>
                                                                             Accumulation 
                                                                                 Unit 
Policyholders' account values:                                    Units         Value 
                                                                -----------   ----------- 
<S>                                                            <C>             <C>          <C>
Aetna Variable Fund: 
AetnaVest                                                      1,615,316.3     $28.351      $45,795,395 
AetnaVest II                                                     767,277.4      15.831       12,147,120 
AetnaVest Plus                                                   900,446.3      13.301       11,976,945 
Corporate Specialty Market                                        86,433.0      12.016        1,038,571 
Aetna Income Shares: 
AetnaVest                                                        291,207.2      21.305        6,204,271 
AetnaVest II                                                      82,916.4      14.324        1,187,723 
AetnaVest Plus                                                   108,102.3      11.470        1,239,985 
Corporate Specialty Market                                       128,186.3      11.071        1,419,188 

                                     S-3 
<PAGE> 
                                                                             Accumulation
                                                                                 Unit 
Policyholders' account values:                                    Units         Value 
                                                                -----------   ----------- 
Aetna Variable Encore Fund: 
AetnaVest                                                       216,354.9      $15.891      $3,438,075 
AetnaVest II                                                     17,280.3       11.616         200,721 
AetnaVest Plus                                                   69,086.7       10.917         754,192 
Corporate Specialty Market                                      107,929.6       10.444       1,127,200 
Aetna Investment Advisers Fund, Inc.: 
AetnaVest                                                       114,498.0       15.390       1,762,081 
AetnaVest II                                                    223,977.3       15.561       3,485,324 
AetnaVest Plus                                                  278,606.2       13.050       3,635,852 
Corporate Specialty Market                                       34,014.8       11.361         386,443 
Alger American Fund--Alger American 
 Small Capitalization Portfolio: 
AetnaVest                                                        66,765.4       15.562       1,039,005 
AetnaVest II                                                     39,259.9       15.563         611,019 
AetnaVest Plus                                                  135,063.0       15.555       2,100,905 
Corporate Specialty Market                                      119,296.0       12.799       1,526,850 
Fidelity Investments Variable Insurance Products Funds: 
 Equity-Income Portfolio: 
Corporate Specialty Market                                       37,815.1       11.058         418,176 
Growth Portfolio: 
Corporate Specialty Market                                      120,931.6        9.911       1,198,559 
Overseas Portfolio: 
Corporate Specialty Market                                       57,811.4       10.029         579,802 
Fidelity Investments Variable Insurance Products Funds II: 
 Asset Manager Portfolio: 
Corporate Specialty Market                                       90,569.7       10.596         959,690 
 Contrafund Portfolio: 
Corporate Specialty Market                                      105,491.7       10.322       1,088,910 
Janus Aspen Series: 
 Aggressive Growth Portfolio: 
AetnaVest                                                        44,764.1       15.114         676,573 
AetnaVest II                                                     30,158.9       15.114         455,826 
AetnaVest Plus                                                  114,021.3       15.114       1,723,348 
Corporate Specialty Market                                       58,323.5       11.340         661,404 
Balanced Portfolio: 
AetnaVest                                                         6,403.1       12.142          77,745 
AetnaVest II                                                      4,014.0       12.237          49,117 
AetnaVest Plus                                                   38,817.0       12.136         471,097 
Corporate Specialty Market                                        1,288.2       10.643          13,711 

                                     S-4 
<PAGE> 
                                                                             Accumulation
                                                                                 Unit 
Policyholders' account values:                                    Units         Value 
                                                                -----------   ----------- 
 Growth Portfolio: 
AetnaVest                                                        21,515.4      $12.704     $    273,328 
AetnaVest II                                                     37,270.8       12.692          473,053 
AetnaVest Plus                                                   79,675.5       12.674        1,009,837 
Corporate Specialty Market                                       73,083.9       10.430          762,298 
 Short-Term Bond Portfolio: 
AetnaVest                                                           887.8       10.967            9,736 
AetnaVest II                                                     23,124.1       10.955          253,322 
AetnaVest Plus                                                    7,737.1       10.925           84,530 
 Worldwide Growth Portfolio: 
AetnaVest                                                        27,375.5       12.809          350,657 
AetnaVest II                                                     23,865.7       12.813          305,784 
AetnaVest Plus                                                   60,290.6       12.797          771,522 
Scudder Variable Life Investment Fund--International 
 Portfolio: 
AetnaVest                                                       135,108.9       12.798        1,729,105 
AetnaVest II                                                     73,569.7       12.719          935,731 
AetnaVest Plus                                                  280,624.9       12.648        3,549,365 
Corporate Specialty Market                                       45,040.2       10.598          477,343 
TCI Portfolios, Inc.--TCI Growth: 
AetnaVest                                                        99,512.9       13.248        1,318,352 
AetnaVest II                                                     32,444.9       13.307          431,757 
AetnaVest Plus                                                  284,645.5       13.126        3,736,206 
Corporate Specialty Market                                       49,400.2       12.005          593,030 
                                                                                            ------------ 
                                                                                           $126,515,779 
                                                                                            ============ 
</TABLE>

See Notes to Financial Statements. 

                                     S-5 
<PAGE> 
Variable Life Account B 
Statement of Operations--Year Ended December 31, 1995 

<TABLE>
<S>                                                                   <C>           <C>
 INVESTMENT INCOME: 
Dividend distributions: (Notes 1 and 3) 
 Aetna Variable Fund                                                                $11,632,771 
 Aetna Income Shares                                                                    602,737 
 Aetna Variable Encore Fund                                                               3,963 
 Aetna Investment Advisers Fund, Inc                                                    582,871 
 Fidelity Investments Variable Insurance Products Fund-- 
   Equity-Income Portfolio                                                                3,272 
 Fidelity Investments Variable Insurance Products Fund 
  II--Contrafund  Portfolio                                                              14,059 
 Janus Aspen Series--Aggressive Growth Portfolio                                         32,796 
 Janus Aspen Series--Balanced Portfolio                                                   7,676 
 Janus Aspen Series--Growth Portfolio                                                    49,596 
 Janus Aspen Series--Short-Term Bond Portfolio                                           17,025 
 Janus Aspen Series--Worldwide Growth Portfolio                                           5,411 
 Scudder Variable Life Investment Fund--International Portfolio                           9,378 
 TCI Portfolios, Inc.--TCI Growth                                                         3,682 
                                                                                    ------------ 
  Total investment income                                                            12,965,237 
Valuation period deductions (Note 2)                                                 (1,149,801) 
                                                                                    ------------ 
Net investment income                                                                11,815,436 
                                                                                    ------------ 
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: 
Net realized gain on sales of investments: (Notes 1 and 4) 
 Proceeds from sales                                                  $28,828,178 
 Cost of investments sold                                              25,993,679 
                                                                      ----------- 
  Net realized gain                                                                   2,834,499 
Net unrealized gain (loss) on investments: 
 Beginning of year                                                     (4,407,131) 
 End of year                                                            4,391,574 
                                                                      ----------- 
  Net unrealized gain                                                                 8,798,705 
                                                                                    ------------ 
Net realized and unrealized gain on investments                                      11,633,204 
                                                                                    ------------ 
Net increase in net assets resulting from operations                                $23,448,640 
                                                                                    ============ 
</TABLE>
See Notes to Financial Statements. 

                                     S-6 
<PAGE> 
Variable Life Account B
Statements of Changes in Net Assets 

<TABLE>
<CAPTION>
                                                                     Year Ended December 31, 
                                                                       1995           1994 
                                                                   ------------   ------------ 
<S>                                                                <C>            <C>
FROM OPERATIONS: 
Net investment income                                              $ 11,815,436   $ 8,175,684 
Net realized and unrealized gain (loss) on investments               11,633,204    (9,665,883) 
                                                                   ------------   ------------ 
 Net increase (decrease) in net assets resulting from 
  operations                                                         23,448,640    (1,490,199) 
                                                                   ------------   ------------ 
FROM UNIT TRANSACTIONS: 
Variable life premium payments                                       44,310,537    28,389,827 
Sales charges deducted by the Company                                (1,381,985)     (913,534) 
Premiums allocated to the fixed account                              (3,260,098)   (2,052,433) 
                                                                   ------------   ------------ 
 Net premiums allocated to the variable account                      39,668,454    25,423,860 
Transfers from the Company for monthly deductions                   (11,297,188)   (8,879,679) 
Redemptions by policyholders                                         (3,238,332)   (3,575,365) 
Transfers on account of policy loans                                 (2,076,373)     (785,448) 
Other                                                                    41,863      (318,777) 
                                                                   ------------   ------------ 
 Net increase in net assets from unit transactions                   23,098,424    11,864,591 
                                                                   ------------   ------------ 
Change in net assets                                                 46,547,064    10,374,392 
NET ASSETS: 
Beginning of year                                                    79,968,715    69,594,323 
                                                                   ------------   ------------ 
End of year                                                        $126,515,779   $79,968,715 
                                                                   ============   ============ 
</TABLE>
See Notes to Financial Statements. 

                                     S-7 
<PAGE> 
Variable Life Account B
Notes to Financial Statements--December 31, 1995 

1. Summary of Significant Accounting Policies 

Variable Life Account B ("Account") is registered under the Investment 
Company Act of 1940 as a unit investment trust. The Account is sold 
exclusively for use with life insurance product contracts as defined 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. 
Alger American Fund--Alger American Small 
 Capitalization Portfolio 
Fidelity Investments Variable Insurance Products 
 Fund-- 
(bullet) Equity-Income Portfolio 
(bullet) Growth Portfolio 
(bullet) Overseas Portfolio 
Fidelity Investments Variable Insurance Products 
 Fund II-- 
(bullet) Asset Manager Portfolio 
(bullet) Contrafund Portfolio 
Janus Aspen Series-- 
(bullet) Aggressive Growth Portfolio 
(bullet) Balanced Portfolio 
(bullet) Growth Portfolio 
(bullet) Short-Term Bond Portfolio 
(bullet) Worldwide 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 the Account 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. 

2. Valuation Period Deductions 

Deductions by the Account for mortality and expense risk charges are made in 
accordance with the terms of the policies and are paid to the Company. 

                                     S-8 
<PAGE> 
Variable Life Account B
Notes to Financial Statements--December 31, 1995 (continued) 

3. Dividend Distributions 

On an annual basis the Funds distribute substantially all of their taxable 
income and realized capital gains to their shareholders. Distributions paid 
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 on investments 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 
$71,231,087 and $28,828,178, 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-9 
<PAGE> 
Variable Life Account B 

Condensed Financial Information 
Change in Value of Accumulation Unit--January 1, 1995 to December 31, 1995 

<TABLE>
<CAPTION>
                                                                                          Increase 
                                                                                         (Decrease) 
                                                                Value at    Value at    in Value of 
                                                                Beginning      End      Accumulation 
                                                                of Period   of Period       Unit 
                                                                ---------   ---------   ------------ 
<S>                                                              <C>         <C>            <C>
Aetna Variable Fund: 
AetnaVest                                                        $21.654     $28.351        30.93% 
AetnaVest II                                                      12.092      15.831        30.93% 
AetnaVest Plus                                                    10.159      13.301        30.93% 
Corporate Speciality Market                                       10.000      12.016        20.16% (2) 
Aetna Income Shares: 
AetnaVest                                                        $18.200     $21.305        17.06% 
AetnaVest II                                                      12.236      14.324        17.06% 
AetnaVest Plus                                                     9.798      11.470        17.06% 
Corporate Speciality Market                                       10.000      11.071        10.71% (2) 
Aetna Variable Encore Fund: 
AetnaVest                                                        $15.135     $15.891         4.99% 
AetnaVest II                                                      11.063      11.616         4.99% 
AetnaVest Plus                                                    10.398      10.917         4.99% 
Corporate Speciality Market                                       10.000      10.444         4.44% (1) 
Aetna Investment Advisers Fund, Inc.: 
AetnaVest                                                        $12.202     $15.390        26.13% 
AetnaVest II                                                      12.338      15.561        26.13% 
AetnaVest Plus                                                    10.347      13.050        26.13% 
Corporate Speciality Market                                       10.000      11.361        13.61% (3) 
Alger American Fund--Alger American 
Small Capitalization Portfolio: 
AetnaVest                                                        $10.890     $15.562        42.90% 
AetnaVest II                                                      10.893      15.563        42.88% 
AetnaVest Plus                                                    10.886      15.555        42.89% 
Corporate Speciality Market                                       10.000      12.799        27.99% (2) 
Fidelity Investments Variable Insurance Products Funds: 
Equity-Income Portfolio: 
Corporate Speciality Market                                      $10.000     $11.058        10.58% (4) 
Growth Portfolio: 
Corporate Speciality Market                                      $10.000     $ 9.911        (0.89%) (4) 
Overseas Portfolio: 
Corporate Speciality Market                                      $10.000     $10.029         0.29% (4) 
Fidelity Investments Variable Insurance Products Funds II: 
Asset Manager Portfolio: 
Corporate Speciality Market                                      $10.000     $10.596         5.96% (4) 
Contrafund Portfolio: 
Corporate Speciality Market                                      $10.000     $10.322         3.22% (4) 

                                     S-10 
<PAGE> 
Variable Life Account B
                                                                                         Increase 
                                                                                         (Decrease) 
                                                                Value at    Value at    in Value of 
                                                                Beginning      End      Accumulation 
                                                                of Period   of Period       Unit 
                                                                ---------   ---------   ------------ 
Janus Aspen Series: 
Aggressive Growth Portfolio: 
AetnaVest                                                        $11.976     $15.114        26.21% 
AetnaVest II                                                      11.976      15.114        26.21% 
AetnaVest Plus                                                    11.975      15.114        26.22% 
Corporate Speciality Market                                       10.000      11.340        13.40% (5) 
Balanced Portfolio: 
AetnaVest                                                        $ 9.837     $12.142        23.43% 
AetnaVest II                                                       9.894      12.237        23.67% 
AetnaVest Plus                                                     9.823      12.136        23.54% 
Corporate Speciality Market                                       10.000      10.643         6.43% (6) 
Growth Portfolio: 
AetnaVest                                                        $ 9.848     $12.704        28.99% 
AetnaVest II                                                       9.848      12.692        28.88% 
AetnaVest Plus                                                     9.834      12.674        28.88% 
Corporate Speciality Market                                       10.000      10.430         4.30% (6) 
Short-Term Bond Portfolio: 
AetnaVest                                                        $10.113     $10.967         8.45% 
AetnaVest II                                                      10.102      10.955         8.44% 
AetnaVest Plus                                                    10.074      10.925         8.45% 
Worldwide Growth Portfolio: 
AetnaVest                                                        $10.165     $12.809        26.01% 
AetnaVest II                                                      10.168      12.813        26.01% 
AetnaVest Plus                                                    10.155      12.797        26.01% 
Scudder Variable Life Investment Fund--International 
Portfolio: 
AetnaVest                                                        $11.633     $12.798        10.01% 
AetnaVest II                                                      11.562      12.719        10.01% 
AetnaVest Plus                                                    11.497      12.648        10.01% 
Corporate Speciality Market                                       10.000      10.598         5.98% (2) 
TCI Portfolios, Inc.--TCI Growth: 
AetnaVest                                                        $10.216     $13.248        29.68% 
AetnaVest II                                                      10.253      13.307        29.80% 
AetnaVest Plus                                                    10.113      13.126        29.80% 
Corporate Speciality Market                                       10.000      12.005        20.05% (2) 
<FN>
1--Available for investment less than 1 year, contract commenced operations February 1995. 
2--Available for investment less than 1 year, contract commenced operations May 1995. 
3--Available for investment less than 1 year, contract commenced operations June 1995. 
4--Available for investment less than 1 year, contract commenced operations July 1995. 
5--Available for investment less than 1 year, contract commenced operations August 1995. 
6--Available for investment less than 1 year, contract commenced operations October 1995. 
</FN>
</TABLE>
                                     S-11 
<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-8 
</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, 
                                                                  ---------------------- 
Assets                                                              1995         1994 
- -------                                                           ---------   ---------- 
<S>                                                               <C>         <C>
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) 
                                                     ---------   ---------   ---------- 

</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.)

               Consolidated Statements of Cash Flows (continued)
                                   (millions)

<TABLE>
<CAPTION>
                                                    Years Ended December 31, 
                                                --------------------------------- 
                                                  1995        1994        1993 
                                                ---------   --------   ---------- 
<S>                                             <C>         <C>        <C>
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-7 
<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. 

                                     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) 

1. Summary of Significant Accounting Policies (Continued) 

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. 

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 Equivalents 

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. 

                                     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) 

1. Summary of Significant Accounting Policies (Continued) 

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. 

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 

                                     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) 

1. Summary of Significant Accounting Policies (Continued) 

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 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. 

                                     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) 

1. Summary of Significant Accounting Policies (Continued) 

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. 

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-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) 

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. 

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. 

                                     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) 

2. Investments (Continued) 

                                      Amortized     Fair 
                                        Cost        Value 
                                      ---------   --------- 
                                           (millions) 
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 
                                      =========   ========= 

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. 

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: 

                                         Amortized     Fair 
Debt Securities                             Cost      Value 
                                          --------   -------- 
                                              (millions) 
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 

                                     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) 

2. Investments (Continued) 

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. 

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 

                                     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) 

2. Investments (Continued) 

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    Fair 
                        Cost      Gains       Losses      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. 

Net realized capital gains (losses) on investments, net of amounts allocated 
to experience-rated contracts, were as follows: 

                                     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) 

3. Capital Gains and Losses on Investment Operations (Continued) 

                                   1995    1994    1993 
                                   -----   ----   ------ 
                                        (millions) 
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 
                                   =====   ====   ====== 

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: 

                                                   1995      1994      1993 
                                                  ------   --------   ------- 
                                                          (millions) 
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 
                                                  ======   ========   ======= 

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. 

Shareholder's equity included the following unrealized capital gains 
(losses), which are net of amounts allocable to experience-rated 
contractholders, at December 31: 

                                    1995     1994      1993 
                                   ------   -------   ------- 
                                           (millions) 
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 

                                     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) 

3. Capital Gains and Losses on Investment Operations (Continued) 

                                                1995      1994       1993 
                                                ------   --------   ------ 
                                                        (millions) 
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)     -- 
                                                ------   --------   ------ 
                                                 --         (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 
                                                ======   ========   ====== 

4. Net Investment Income 

Sources of net investment income were as follows: 

                                                 1995      1994      1993 
                                                --------   ------   ------- 
                                                        (millions) 
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 
                                                ========   ======   ======= 

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. 

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. 

                                     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) 

5. Dividend Restrictions and Shareholder's Equity (Continued) 

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: 

                                        1995     1994     1993 
                                       ------   ------   ------- 
                                              (millions) 
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 
                                       ======   ======   ======= 

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: 

                                     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) 

6. Federal Income Taxes (Continued) 

                                            1995     1994     1993 
                                           ------   ------   ------- 
                                                  (millions) 
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 
                                           ======   ======   ======= 

The tax effects of temporary differences that give rise to deferred tax 
assets and deferred tax liabilities at December 31 are presented below: 

                                                            1995     1994 
                                                           ------   ------- 
Deferred tax assets:                                          (millions) 
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 
                                                           ======   ======= 

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. 

                                     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) 

6. Federal Income Taxes (Continued) 

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. 

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. 

                                     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) 

7. Benefit Plans (Continued) 

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 

                                     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) 

8. Related Party Transactions (Continued) 

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. 

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-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) 

9. Reinsurance (Continued) 

The following table includes premium amounts ceded/assumed to/from affiliated 
companies as discussed in Note 8 above. 

                                                        Assumed 
                                           Ceded to      from 
                                 Direct      Other       Other       Net 
                                 Amount    Companies   Companies   Amount 
                                 -------   ---------   ---------   ------- 
                                                (millions) 
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 
                                 =======   =========   =========   ======= 

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: 

                                     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) 

10. Financial Instruments (Continued) 

                                           1995                   1994 
                                    -------------------   -------------------- 
                                    Carrying     Fair     Carrying     Fair 
                                     Value      Value      Value       Value 
                                    --------   --------   --------   --------- 
                                                    (millions) 
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 

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. 

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. 

                                     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) 

10. Financial Instruments (Continued) 

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: 

                                                 Amortized     Fair 
(Millions)                                          Cost       Value 
                                                  --------   --------- 
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 

(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 the value of 
the securities underlying the commitments. At December 31, 1995, the Company 
had commitments to purchase investments of $31.4 

                                     F-26 
<PAGE> 
          AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)

Notes to Consolidated Financial Statements (Continued) 

11. Commitments and Contingent Liabilities (Continued) 

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

<TABLE>
<CAPTION>
 (Millions)                                           1995        1994        1993 
 ------------------------------------------------   ---------   ---------   ---------- 
<S>                                                <C>         <C>          <C>
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-27 
<PAGE>
Insurance products offered by:
Aetna Life Insurance and Annuity Company

Securities offered through:
Aetna Investment Services, Inc.
151 Farmington Avenue
Hartford, CT 06156

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

[AETNA LOGO]

Aetna
Retirement
Services, Inc.

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