VARIABLE LIFE ACCOUNT B OF AETNA LIFE INSURANCE & ANNUITY CO
497, 1996-05-09
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                    Variable Life
                    Account B



          [Arrow]   AetnaVest

                    AetnaVest II

                    Flexible Premium
                    Variable Life Insurance Policies

                    Prospectus Dated:
                    May 1, 1996



                                  [Aetna logo]
                    Aetna Life Insurance and Annuity Company


                                  76004-2 Life

<PAGE>

[Aetna logo] 

Aetna Life Insurance and 
Annuity Company 
151 Farmington Avenue 
Hartford, Connecticut 06156 
Telephone: 203-275-4995 
                           AetnaVest & AetnaVest II 
                           Variable Life Account B 
                                  Prospectus 
                              Dated: May 1, 1996 

              Flexible Premium Variable Life Insurance Policies 

   This Prospectus describes two types of variable life insurance policies 
issued by Aetna Life Insurance and Annuity Company ("the Company" or "we"): 
AetnaVest and AetnaVest II. These policies are intended to provide life 
insurance benefits, and are designed to allow flexible premium payments, a 
choice of underlying funding options, and a choice of two death benefit 
options. Your policy value will vary with the investment performance of the 
underlying funding options you choose. The amount of death benefit payable by 
the Company upon the death of the Insured may also increase or decrease 
depending on the investment performance of the underlying funding options. 
Policy values may be used to continue your policy in force, may be borrowed 
with 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, or, 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 the value of 
the Death Benefit Option (a) in one lump sum, or (b) under one of the annuity 
settlement options. 

   The Policies have a Free-Look Period during which you may return them to 
our Home Office for a refund. The refund may be more or less than the 
premiums paid. (See "What Is the Free-Look Period?") 


   The following funding options are available under the Policies: Under the 
variable portion of the Policies, the Company offers seventeen open-end 
management investment companies (commonly called mutual funds), each with a 
different investment objective: Aetna Variable Fund; Aetna Income Shares; 
Aetna Variable Encore Fund; Aetna Investment Advisers Fund, Inc.; Aetna 
Generation Portfolios, Inc.--Aetna Ascent Variable Portfolio, Aetna 
Crossroads Variable Portfolio, and Aetna Legacy Variable Portfolio; Alger 
American Fund--Alger American Small Capitalization Portfolio; Fidelity's 
Variable Insurance Products Fund II--Contrafund Portfolio; Fidelity's 
Variable Insurance Products Fund--Equity-Income Portfolio; Janus Aspen 
Series--Growth Portfolio, Aggressive Growth Portfolio, Worldwide Growth 
Portfolio, Balanced Portfolio and Short-Term Bond Portfolio; Scudder Variable 
Life Investment Fund--International Portfolio Class A Shares; and TCI 
Portfolios, Inc.--TCI Growth (collectively, the "Funds"). The fixed interest 
option offered under these Policies is the Fixed Account. Amounts held in the 
Fixed Account are guaranteed and will earn a minimum interest rate of 4.5%. 
Unless specifically mentioned, this Prospectus only describes the variable 
investment options. 



   Not all Funds may be available under all Policies or in all jurisdictions. 


   It may not be advantageous to replace existing insurance or supplement an 
existing flexible premium variable life insurance policy with these Policies. 
The Policies are not available for use in a pension or profit-sharing plan. 

   This entire Prospectus, and those of the Funds, should be read carefully 
to understand the Policies being offered. 

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

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

                                      1 
<PAGE>
 
TABLE OF CONTENTS 

<TABLE>
<CAPTION>
                                                    Page 
                                                   ------- 
<S>                                                 <C>
Definitions                                            3 
Summary of Charges and Fees for 
  AetnaVest and AetnaVest II                           5 
What Choices Do You Make When You 
  Buy a Policy?                                        6 
  Death Benefit Options                                6 
  Premiums                                             6 
  Premium Allocation                                   7 
Mixed and Shared Funding                               9 
What Happens When Your Premium 
  Payment is Made?                                     9 
How Is the Value of Your Policy Computed?              9 
What Is an Accumulation Unit, and 
  How Is It Calculated?                                9 
Can You Make Transfers Among the 
  Funding Options?                                    10 
Automated Transfers                                   10 
What Is the Maturity Value of Your Policy?            11 
What Is the Cash Surrender Value of 
  Your Policy?                                        11 
What Charges or Deductions Are Made 
  Under the Policy?                                   11 
When Does the Surrender Charge Apply?                 15 
Full Surrenders                                       15 
Partial Surrenders                                    15 
How Might Your Policy Lapse? 
  What Effect Does a Lapse Have?                      15 
If the Policy Has Lapsed, Can You 
  Reinstate the Policy?                               16 
Can You Borrow on Your Policy?                        16 
Can You Change the Amount of Your Insurance 
  Coverage?                                           16 
What Is the "Free-Look Period"?                       17 
Can You Exchange Your Policy?                         17 
How Will the Death Benefit Be Paid?                   17 
Settlement Options 
 When Do Payments Under a Settlement  Option 
  Occur?                                              18 
 What Are the Settlement Options?                     18 
 How Will Your Variable Settlement 
   Option Payments Be Calculated?                     19 
Description of the Company and the 
  Separate Account 
  The Company                                         20 
  The Separate Account                                20 
Directors and Officers of the Company                 21 
Reports to Policy Owners                              23 
Right to Instruct Voting of Fund Shares               23 
Disregard of Voting Instructions                      24 
State Regulation                                      24 
Legal Matters                                         24 
Additional Information 
  The Registration Statement                          24 
  Distribution of the Policies                        24 
  Records and Accounts                                25 
  Independent Auditors                                25 
Tax Matters 
  General                                             25 
  Federal Tax Status of the Company                   25 
  Life Insurance Qualification                        25 
  General Rules                                       25 
  Modified Endowment Contracts                        26 
  Diversification Standards                           26 
  Investor Control                                    26 
  Other Tax Considerations                            27 
Miscellaneous Contract Provisions 
  The Contract                                        27 
  Payment of Benefits                                 27 
  Age and Sex                                         27 
  Incontestability                                    28 
  Suicide                                             28 
  Protection of Proceeds                              28 
  Non-Participation                                   28 
  Coverage Beyond Maturity                            28 
Appendix A--Illustrations of Death Benefit, 
  Total Account Values and Cash Surrender 
  Values for AetnaVest Policies                       29 
Appendix B--Illustrations of Death Benefit, 
  Total Account Values, and Cash Surrender 
  Values for AetnaVest II Policies                    34 
Financial Statements of the Separate Account         S-1 
Financial Statements of the Company                  F-1 
</TABLE>

                                      2 
<PAGE>
 
DEFINITIONS 

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 Policy before election of a Settlement Option. 

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

AetnaVest: Flexible premium variable life insurance policy with Policy Form 
number 38899 (with suffix variations). 

AetnaVest II: Flexible premium variable life insurance policy with Policy 
Form number 38899-90 (with suffix variations). 

Amount at Risk: The Death Benefit before subtraction of outstanding loans, if 
any, divided by 1.0036748, minus the Total Account Value. 

Annuitant: A person on whose life annuity pay- ments are based and who may be 
entitled to receive such payment. 

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

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

Cash Surrender Value: The amount a Policy Owner can receive in cash by 
surrendering the Policy. This equals the Total Account Value minus the 
applicable surrender charge and the amount necessary to repay any loans in 
full. 

Cost of Insurance: The portion of the Monthly Deduction attributable to the 
basic insurance coverage, not including riders, supplemental benefits or 
monthly expense charges. The Cost of Insurance Rate is stated per $1,000 of 
Amount at Risk. 

Death Benefit: The amount payable to the beneficiary upon the death of the 
Insured, in accordance with the Death Benefit Option elected, after deduction 
of the amount necessary to repay any loans in full, and overdue deductions. 

Death Benefit Option: Either of two methods for determining the Death 
Benefit. 

Fixed Account: The fixed interest option offered under the Policy that 
guarantees principal and a minimum interest rate of 4.5%. 

Fixed Account Value: The portion of the Total Account Value, other than the 
Loan Account Value, held in the Company's 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. 

Grace Period: The 61-day period following the notification that the Policy's 
cash surrender value is insufficient to cover the current Monthly Deduction. 
The Policy will lapse without value at the end of the 61-day period unless a 
sufficient payment (described in the notification letter) is received by the 
Company. 

Home Office: The Company's principal executive office located at 151 
Farmington Avenue, Hartford, Connecticut 06156. 

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

Issue Age: The age of the Insured on the nearest birthday on or prior to the 
Issue Date. 

Issue Date: The date on which the Policy, the benefits and provisions of the 
Policy become effective. 

Loan Account Value: The sum of all unpaid loans. The amount necessary to 
repay all loans in full is the Loan Account Value plus any accrued interest. 
Such interest is payable in order to discharge any policy indebtedness. 

Maturity Date: The Issue Date anniversary after the insured reaches age 95 
(for AetnaVest Policies) or 100 (for AetnaVest II Policies) and the Policy is 
considered matured. 

Maturity Value: The Total Account Value on the Maturity Date, less the amount 
necessary to repay any loans in full. 

Monthly Deduction: The monthly deduction from the Total Account Value which 
includes the Cost of Insurance, charges for supplemental riders or benefits, 
and an adminstrative expense charge, if applicable. 

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

                                      3 
<PAGE>
 
Policy: The AetnaVest and AetnaVest II life insurance contracts described in 
this Prospectus, under which flexible premium payments are permitted and the 
death benefit and contract values may vary with the investment performance of 
the funding option(s) selected. The term Policy, whenever used in this 
Prospectus, includes the individual Certificates issued under group multiple 
employer trust plans. These Certificates contain all of the provisions of the 
individual variable life insurance policies as described in this Prospectus. 

Policy Owner: The owner of the Policy, referred to as "you." 

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

Separate Account: Variable Life Account B is 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 ("Separate Account" also 
includes Variable Annuity Account B when referring to a Settlement Option). 

Separate Account Value: The portion of the Total Account Value attributable 
to Variable Life Account B. 

Settlement Option(s): Several ways in which a beneficiary may receive Annuity 
payments due from a Death Benefit, or which the Insured may choose to receive 
Annuity payments from the Cash Surrender Value of the Policy. 

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

Specified Amount: The amount (at least $100,000) originally chosen by the 
Policy Owner, 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. 

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

Valuation Date: The period of time for which a Fund determines its net asset 
value, usually from the close of business each day the New York Stock 
Exchange is open until the close of business the next such business day. 

Valuation Reserve: A reserve established pursuant to the insurance laws of 
Connecticut to measure voting rights during the settlement option period and 
the value of a commutation right if available under the "Payments for a 
Specified Period" nonlifetime Settlement Option when elected on a variable 
basis under the Policy. 

                                      4 
<PAGE>
 
SUMMARY OF CHARGES AND FEES 
FOR AETNAVEST AND AETNAVEST II* 

Premium Load 

   AetnaVest: A deduction of 2.50% of premiums paid (2.35% for California 
residents) will be made to cover applicable premium taxes. 

   AetnaVest II: A deduction of not more than 6% of premiums paid (currently 
3.5%) will be made to cover average applicable premium taxes and other 
expenses. 

Charges and fees assessed against the Total Account Value 

   A Monthly Deduction is made from the Total Account Value. 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, 
premium class of the Insured, and in most states, sex, as well as the 
Specified Amount. 

   The Monthly Deduction also includes a monthly administrative expense 
charge. For AetnaVest Policies, this charge ranges from $0 to $5 per month. 
For AetnaVest II Policies, this monthly charge is $20 during the first Policy 
Year and $5 during subsequent Policy Years. 

Charges and fees associated with the Separate Account 

We deduct a daily charge from the assets of the Separate Account for mortality
and expense risks assumed by us. This charge is currently equal to an annual
rate of 0.70% of average daily net assets of the Separate Account. 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 mortality risk assumed is that insureds, as a group, may live for a
shorter period of time than estimated and, therefore, the cost of insurance
charges specified in the Policies will be insufficient to meet actual claims.
The expense risk assumed is that other expenses incurred in issuing and
administrating the Policies and operating the Separate Account will be greater
than the charges assessed for such expenses.

   We deduct a daily administrative charge equal to an annual rate of 0.30% 
of the average daily net assets of the Separate Account (guaranteed not to 
exceed 0.30% for AetnaVest and 0.50% for AetnaVest II). The administrative 
charge is assessed to reimburse us for the expenses associated with 
administration and maintenance of the Policies. 

   Other Fund Expenses may apply. Please refer to Appendix C for a chart 
illustrating each Fund's Expenses. 

Surrender Charge 


   If you surrender all or a portion of your Policy values during the first 
10 years (15 years for AetnaVest II), a surrender charge will be made. 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 Surrender 
Charge is based on the Specified Amount, and also depends on the Insured's 
Issue Age and sex. (For AetnaVest II Policies issued in Massachusetts and 
Montana, the Surrender Charge will not be based on sex.) Once determined, the 
Surrender Charge will remain the same for 5 years following the Issue Date. 
Thereafter, it declines monthly so that 10 years for AetnaVest (15 years for 
AetnaVest II) after the Issue Date (assuming no increases in the Specified 
Amount) the Surrender Charge will be zero. 


   If a partial surrender is made, there will be an additional transaction 
charge of $25 or 2% of the amount of the net surrender payment, whichever is 
less. The charge will be made against the Total Account Value. 

- ---------- 
* For a complete explanation of the charges, see "What Charges or Deductions 
Are Made Under the Policy?" 

                                      5 
<PAGE>
 
WHAT CHOICES DO YOU MAKE WHEN YOU BUY A POLICY? 

   When you buy a Policy, you make three important choices: 

1. Which one of the two Death Benefit Options you would like; 

2. The amount of premium you intend to pay; and 

3. The way your premiums will be allocated to the Funds and/or Fixed Account. 

   Each of these choices is described in detail below. 

Death Benefit Options 

   At the time of purchase, you must choose between the two available Death 
Benefit Options. The amount payable under either option will be determined as 
of the date of the Insured's death. 

   Option 1 generally provides a level Death Benefit. Under Option 1, the 
Death Benefit will be the higher of the Specified Amount (a minimum of 
$100,000), or the applicable percentage of the Total Account Value. The 
percentage is 250% through age 40 and decreases yearly to 100% at age 95 for 
AetnaVest Policies (100 for AetnaVest II Policies). 

   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 selected. Under Option 2, the 
Death Benefit will be the higher of either the Specified Amount plus the 
Total Account Value; or the applicable percentage (described above) of the 
Total Account Value. 

   Under both Option 1 and Option 2, the Death Benefit may be affected by 
partial surrenders. The Death Benefit for both Options will be reduced by the 
amount necessary to repay any loans in full. 

Premiums 

   At the time you purchase a Policy, you also choose the amount of premium 
you will pay. You may vary premium payments to some extent and still keep 
your Policy in force. To understand how this works, there are three terms you 
should be familiar with. These are: Basic Premium, Planned Premiums, and 
Additional Premiums. 

   During the first two Policy years, payment of the Basic Premium assures 
that the Policy will remain in force as long as there are no surrenders or 
loans (if available under the Policy) during that time. The Basic Premium is 
stated in the Policy. If Basic Premiums are not paid, or if there are 
surrenders or loans taken during the first two Policy Years, the Policy will 
lapse if the Cash Surrender Value is less than the Monthly Deduction. 

   Your Basic Premiums are not current if your actual premiums paid, minus 
loans and minus partial surrenders, are less than the Basic Premium 
(expressed as a monthly amount) times the number of months the Policy has 
been in force. 

   After the first two Policy Years, as long as the Policy's Cash Surrender 
Value is greater than the Monthly Deduction, your Policy will not lapse. 

   Planned Premiums are those premiums you choose to pay on a scheduled 
basis. These are usually equal to or greater than the Basic Premium. We will 
bill you annually, semiannually, or quarterly, or at any other agreed-upon 
frequency. Pre-authorized monthly check payments may also be arranged. 

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

   Payment of Basic 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. (See "How Might 
Your Policy Lapse? What Effect Does a Lapse Have?") 

   You may increase your Planned Premium at any time by submitting a written 
notice to us or by paying Additional Premiums, except that: 

1. We may require evidence of insurability if the Additional Premium or the 
   new Planned Premium during the current Policy Year would increase 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 without interest and without 
   participation of such amounts in the underlying funding options; 

2. No premiums can be accepted if they would disqualify the Policy as a "life 
   insurance policy" under federal tax laws; 

                                      6 
<PAGE>
 

3. When there is an outstanding loan, all premiums paid in excess of the 
   Basic Premium will be considered repayment of the Loan Account Value (this 
   is true in all states for AetnaVest Policies and in all states except 
   Texas for AetnaVest II Policies). 


   Under limited circumstances, we may backdate a Policy, upon request, by 
assigning an Issue Date 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 Issue Date and the date the initial 
premium is credited to the Separate Account. Backdating your Policy will not 
affect the date on which your premium payments are credited to the Separate 
Account and your policy is credited with Accumulation Units. Your Policy 
cannot be credited with Accumulation Units until your net premium is actually 
deposited in the Separate Account. See "How is the Value of Your Policy 
Computed?" in this Prospectus. 

Premium Allocation 

   The third choice you make when you purchase a Policy is deciding how your 
premiums will be allocated to the variable investment options. Allocations 
must be in whole percentages. 

   You may allocate all or a part of your premiums to the Fixed Account, 
which will be credited with interest at a rate determined by us from time to 
time, but guaranteed to be at least 4.5%. The interest rate credited to each 
premium payment will depend on the date the payment is received at our Home 
Office. 

   Credited interest rates reflect the Company's return on the Fixed Account 
invested assets and the amortization of any realized gains and/or losses 
which the Company may incur on these assets. 


   You may also allocate all or a portion of your premiums to the Separate 
Account and direct that they be invested in one or more of the Funds. Not all 
Funds may be available under all Policies or in all jurisdictions. 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 noted, all of the 
Funds are diversified, as defined in the Investment Company Act of 1940, as 
amended. 

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

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

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

(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 adviser's judgment of which of those
sectors or mix thereof offers the best investment prospects.

(bullet) Aetna Generation Portfolios, Inc.--Aetna Ascent Variable Portfolio
seeks to provide capital appreciation by allocating its investments among
equities and fixed income securities. Aetna Ascent Variable Portfolio is managed
for investors who generally have an investment horizon exceeding 15 years, and
who have a high level of risk tolerance. See the Fund's prospectus for a
discussion of the risks involved.

(bullet) Aetna Generation Portfolios, Inc.--Aetna Crossroads Variable Portfolio
seeks to provide total return (i.e., income and capital appreciation, both
realized and unrealized) by allocating its investments among equities and fixed
income securities. Aetna Crossroads Variable Portfolio is managed for investors
who generally have an investment horizon exceeding 10 years and who have a
moderate level of risk tolerance.

(bullet) Aetna Generation Portfolios, Inc.--Aetna Legacy Variable Portfolio
seeks to provide total return consistent with preservation of capital by
allocating its investments among equities and fixed income securities. Aetna
Legacy Variable

                                      7 
<PAGE>
 
Portfolio is managed for investors who generally have an investment horizon 
exceeding five years and who have a low level of risk tolerance. 


(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.


(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.

(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.

(bullet) Janus Aspen Series--Aggressive Growth Portfolio is a nondiversified
portfolio that seeks long- term growth 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.


(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.


(bullet) Janus Aspen Series--Growth Portfolio seeks long-term growth of capital
in a manner consistent with the preservation of capital. The Portfolio pursues
its investment objective by investing in common stocks of companies of any size.

(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.

(bullet) Janus Aspen Series--Worldwide Growth Portfolio seeks long-term growth
of capital in a manner consistent with the preservation of capital. The
Portfolio pursues its investment objective primarily through investments in
common stocks of foreign and domestic issuers.

(bullet) Scudder Variable Life Investment Fund--International Portfolio Class A
Shares seeks long-term growth of capital primarily through diversified holdings
of marketable foreign equity investments.

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

Some of the above Funds may use instruments known as derivatives as
part of their investment strategies, as described in their respective
prospectuses. The use of certain derivatives such as inverse floaters and
principal only debt instruments may involve higher risk of volatility to a Fund.
The use of leverage in connection with derivatives can also increase risk of
losses. See the prospectuses 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.

                                      8 
<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 Policies 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 
Policy Owners 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. 

WHAT HAPPENS WHEN YOUR PREMIUM PAYMENT IS MADE? 

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

   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 will be allocated, as you have directed, as of 
the Valuation Date on which each payment is received in the Home Office. 

   You may reallocate your future premium payments at any time, up to four 
times per year, free of charge. After four times, a $10 charge is imposed on 
each subsequent change in order to reimburse us for costs associated with 
allocation changes. Any reallocation will apply to premium payments made 
after you have received written verification from us. 

HOW IS THE VALUE OF YOUR POLICY COMPUTED? 

   Once your Policy has been issued, each premium payment allocated to a 
variable funding option of the Separate Account will be credited to your 
Policy in the form of Accumulation Units of the funding option based on that 
funding option's Accumulation Unit Value. Each premium payment will be 
credited to your Policy as of the Valuation Date it is received by us at our 
Home Office. The number of Accumulation Units credited is determined by 
dividing the net premium (the premium less the Premium Load) by the value of 
an Accumulation Unit next computed after we receive the premium. Shares of 
the Funds are purchased by the Separate Account at the net asset value next 
determined by the Fund following receipt of the Net Premium Payment by the 
Separate Account, which will be no later than one business day following the 
purchase of the Accumulation Units attributable to the Funds. Since each Fund 
has a unique Accumulation Unit Value, a Policy Owner who has elected a 
combination of funding options will have Accumulation Units credited to each 
funding option. 

   The value of your Policy is determined by: (a) multiplying the total 
number of Accumulation Units credited to the Policy for each funding option, 
respectively, by the appropriate current Accumulation Unit Value; and (b) if 
you have elected a combination of funding options, totalling the resulting 
values for each portion of the Policy; and (c) adding any Fixed Account or 
Loan Account Value. 

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

   Fixed Account Values will reflect amounts allocated to the General Account 
through either payment of premiums or transfers from the Separate Account. 
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, the current Accumulation Unit Values, 
and your Total Account Value. 

WHAT IS AN ACCUMULATION UNIT, AND HOW IS IT CALCULATED? 

   An Accumulation Unit is the measure of the net investment result of each 
variable funding option. The Accumulation Units are used to calculate the 
value of the variable portion of your Policy (prior to the election of a 
Settlement Option). Accumulation Units are val- 

                                      9 
<PAGE>
 
ued at the end of each business day, whenever the New York Stock Exchange is 
open. A Valuation Period is the period of time from the end of one such 
business day to the end of the next. 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 the 
Separate Account at the end of a Valuation Period, minus (b) the net assets 
of the Fund held in the Separate Account at the beginning of that Valuation 
Period, plus or minus (c) taxes or provisions for taxes, if any, attributable 
to the operation of the Separate Account divided by (d) the value of the 
Accumulation Units held by the Separate Account at the beginning of the 
Valuation Period, minus (e) a daily charge at an annual rate not to exceed 
0.90% of the value of the Fund shares held in the Separate Account for 
mortality and expense risks and no more than 0.50% (0.30% for AetnaVest) of 
the value of the Fund shares held in the Separate Account for the Company's 
administrative expenses attributable to Policies funded through the Separate 
Account. The current charge for mortality and expense risks is 0.70% per 
year, and the current administrative expense charge is 0.30% per year. 

CAN YOU MAKE TRANSFERS AMONG THE FUNDING OPTIONS? 

   You may elect to transfer your accumulated Separate Account Value among 
any of the Funds, or from any of the Funds to the Fixed Account. Within the 
45 days after your Policy's anniversary, you may also transfer a portion of 
the Fixed Account Value to one or more Funds. This type of transfer is 
allowed only once in the 45-day period and will be effective on the Valuation 
Date that your request is received in good order at our Home Office. The 
amount of such transfer cannot exceed the greater of (1) 25% of the Fixed 
Account Value, or (2) $500. If the Fixed Account Value is less than or equal 
to $500, you may transfer all or a portion of the Fixed Account Value. We may 
increase this limit from time to time. The first four transfers in any one 
Policy Year are made free of charge. Each additional transfer will be subject 
to a $10 charge. 

   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 a written request is received by us at our 
Home Office. We reserve the right to limit the total number of Funds you may 
elect to 15 over the lifetime of the Policy. 

   For AetnaVest II Policies, we will waive the $10 charge if you are 
changing your allocation so that 100% of the existing Separate Account Value 
and all future allocations are credited to the Fixed Account. 

   If you contemplate the transfer of assets, you should consider the risks 
inherent in a shift from one funding option to another. In general, frequent 
transfers based on short-term expectations will tend to accentuate the danger 
that a transfer will be made at an inopportune time. 

Automated Transfers (Dollar Cost Averaging) 

   Dollar Cost Averaging describes a system of investing a uniform sum of 
money at regular intervals over an extended period of time. Dollar Cost 
Averaging is based on the economic fact that buying a security with a 
constant sum of money at fixed intervals results in acquiring more of the 
item when prices are low and less of it when prices are high. 

   It is expected that on or about June 17, 1996, you may establish automated 
transfers of Account Values from the Funds on a monthly or quarterly basis 
from the Aetna Variable Encore Fund to any other investment option through 
written request or other method acceptable to the Company. You must have a 
minimum of $5,000 allocated to the Aetna Variable Encore Fund in order to 
enroll in the Dollar Cost Averaging program. The minimum automated transfer 
amount is $50 per month. You may start or stop participation in the Dollar 
Cost Averaging program at any time, but you must give the Company at least 30 
days notice to change any automated transfer instructions that are currently 
in place. The Company reserves the right to suspend or modify automated 
transfer privileges at any time. 

   Before participating in the Dollar Cost Averaging program, you should 
consider the risks involved in switching between investments available under 
the Policy. Dollar Cost Averaging requires regular investments regardless of 
fluctuating price levels, and does not guarantee profits or prevent losses. 
Therefore, you should carefully consider market conditions and each Fund's 
investment policies and related risks 

                                      10 
<PAGE>
 
before electing to participate in the Dollar Cost Averaging Program. 

WHAT IS THE MATURITY VALUE OF YOUR POLICY? 
   The Maturity Value of the Policy is the Total Account Value on the Maturity 
Date, less the amount necessary to repay any loans in full. 

WHAT IS THE CASH SURRENDER VALUE OF YOUR POLICY? 

   The Cash Surrender Value of your Policy is the amount you can receive in 
cash by surrendering the policy. The Cash Surrender Value equals the Total 
Account Value minus the applicable Surrender Charge, less the amount 
necessary to repay any loans in full. As discussed earlier, your Policy's 
Total Account Value is equal to the sum of the Fixed Account Value; Separate 
Account Value; and Loan Account Value. 

   The Cash Surrender Value will never be less than zero. All or a part of 
the Cash Surrender Value may be applied to one or more of the Settlement 
Options. 

WHAT CHARGES OR DEDUCTIONS ARE MADE UNDER THE POLICY? 

Premium Load 

   This load represents average applicable state premium taxes (ranging up to 
4%) as well as administrative expenses and federal income tax liabilities. 
For AetnaVest Policies, a deduction of 2.50% of premiums paid (2.35% for 
California issues) will be made. For AetnaVest II Policies, a deduction of 
3.5% (guaranteed to be no higher than 6%) will be made to cover such taxes 
and other expenses. 

Insurance and Administrative Charges 

   Deductions are made from your Total Account Value on a periodic basis for 
insurance and administrative costs. These insurance and administrative 
charges and surrender charges are discussed below. 

   The charges for insurance and administrative costs will vary from Policy 
to Policy. They are broken down as follows: 

(a) A Monthly Deduction is made from the Total Account Value. This deduction 
    includes charges for the Cost of Insurance, for any supplemental riders 
    or benefits, and for administrative expenses. 
    
    The Cost of Insurance is equal to the Amount at Risk (the Death Benefit 
    before deductions for loans, divided by 1.0036748, minus the Total 
    Account Value), multiplied by the Cost of Insurance Rate which will not 
    exceed the rate shown in the Policy. (Such rate varies according to the 
    attained age, premium class and, in most states, sex of the Insured, and 
    is based on the Commissioner's 1980 Standard Ordinary Mortality Tables 
    (the "1980 CSO Tables"), nonsmoker and smoker versions.) 

Charges for any supplemental riders or benefits are described in the 
applicable rider or benefit policy form. 


A monthly administrative charge and a daily asset-based charge (see (c) 
following) are also charged. These charges are designed to recover 
acquisition and maintenance costs under the Policy such as policy 
underwriting and issue, policyholder reports and transaction handling. For 
AetnaVest Policies, the monthly charge decreases by attained age. At younger 
ages, the Account Value builds slowly so the daily asset-based charge is 
small. In those years, the monthly charge must be larger to cover the 
Company's expenses. As the Total Account Value grows, the asset-based daily 
charge can cover the Company's expenses without as high a monthly expense 
charge. The monthly charge varies according to the table below: 


                                  AETNAVEST 
                           ADMINISTRATIVE EXPENSES 

<TABLE>
<CAPTION>
                             Specified Amount 
              ---------------------------------------------- 
 Attained           $100,000-               $1,000,000 
    Age              999,999                  & Over 
- ----------     --------------------   ---------------------- 
<S>                   <C>                     <C>
Up to 29              $5.00                   $3.00 
30-39                  4.00                    2.00 
40-49                  3.00                    1.00 
50-59                  2.00                    0.00 
60-69                  1.00                    0.00 
70 & Over              0.00                    0.00 
</TABLE>


   For AetnaVest II Policies, the monthly charge for administrative expenses 
in the first Policy Year is $20 and in all subsequent Policy Years, the 
monthly charge is $5. The monthly administrative charge and the asset-based 
administrative charge work together to cover the Company's acquisition and 
maintenance costs. In later years of the Policy, revenue collected from the 
daily asset-based charge grows with the Total Account Value to 



                                      11 
<PAGE>
 


cover increased expenses from Account-based transactional expenses. The 
administrative charges 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 cancelling 
Accumulation Units and withdrawing the value of the cancelled Accumulation 
Units from each funding option in the same proportion as their respective 
values have to your Fixed Account and Separate Account Values. The Monthly 
Deduction is made at the same time each month, beginning with the Issue Date. 

(b) A daily deduction at a rate not to exceed 0.90% per year (currently 
    0.70%) is taken only from the Separate Account Value for mortality and 
    expense risks. This charge may be raised or lowered to reflect our 
    expectations of future mortality and expense experience. 


(c) A daily deduction at a rate not to exceed 0.30% per year for AetnaVest, 
    or 0.50% per year for AetnaVest II (currently 0.30% for both Policies), 
    is also taken from the Separate Account Value to pay for administrative 
    expenses as described under (a) above. 
    Once a Policy is issued, Monthly Deductions, including Cost of Insurance 
    charges, will be taken from your Policy Values as of the Issue Date, even 
    if the Issue Date is earlier than the date the application is signed (see 
    "Premiums"). If the Policy's issuance is delayed due to underwriting 
    requirements, the charges will not be assessed until the underwriting is 
    complete and the application for the policy is approved. Cost of 
    Insurance charges will be in amounts based on the Specified Amount of the 
    Policy issued, even if the temporary insurance coverage received during 
    the underwriting period is for a lesser amount. If we decline an 
    application, we will refund the full premium payment made. 


Surrender Charge 

   There will also be a surrender charge if you surrender your Policy (in 
whole or in part) before the end of ten years for AetnaVest Policies and 
fifteen years for AetnaVest II Policies, from either the Policy Issue Date or 
from the effective date of an increase in the Specified Amount under the 
Policy. The Surrender Charge is imposed partially as a deferred sales charge, 
and also to enable the Company to recover certain administrative costs. 


   The initial Surrender Charge is based on the Specified Amount. It also 
depends on the Insured's Issue Age and, in most states, sex. 



   The dollar amount of the Surrender Charge will remain the same for five 
years following the Issue Date. Thereafter, the charge will decline monthly 
for the next five years so that, ten years after the Issue Date for AetnaVest 
Policies and fifteen years after the Issue Date for AetnaVest II Policies 
(assuming no increases in the Specified Amount), the Surrender Charge will be 
zero. 



   If you decrease the Specified Amount while the Surrender Charge applies, 
the Surrender Charge will remain the same. 



   If you increase the Specified Amount (which you can do at any time after 
the first Policy Year subject to satisfactory evidence of the Insured's 
insurability), 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, sex, and underwriting status at the Issue Date 
(except for AetnaVest II Policies issued in Massachusetts and Montana where 
this charge will not be determined based on sex). The Surrender Charge 
applicable to the increase will be 70% of 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 
remain constant for five years from the start of the Policy Year in which the 
increase occurs, and will decrease to zero at the end of ten years for 
AetnaVest Policies and fifteen years for AetnaVest II Policies. See the 
example in the box below. 



   The maximum portion of the Surrender Charge which is to be applied to 
reimburse the Company for sales and promotional expenses will be 30% of the 
first year's Basic Premium (if you surrender in full during that year). Full 
surrenders after the first year will result in the imposition of the same 
dollar Surrender Charge for the initial five years and, therefore, the sales 
expense portion of the Surrender Charge (expressed as a percentage of Basic 
Premiums paid) will decline after the first Policy Year. 



                                      12 
<PAGE>
 
              AETNAVEST POLICIES: EXAMPLE OF IMPACT OF INCREASE IN
                   SPECIFIED AMOUNT ON THE SURRENDER CHARGE 

   This Example assumes that you bought a Policy with an initial Stated 
Amount of $100,000 that had a Surrender Charge at the time of issue equal to 
$890. The Example is intended to illustrate the impact of an increase in your 
Specified Amount by $50,000 at the beginning of the third Policy Year. For 
any given year, your Surrender Charge will be less than it would have been 
for someone who simply purchased a brand new Policy with a Specified Amount 
of $150,000. 

   As noted above, for original Specified Amounts, the surrender charge is 
the same for the first five Policy Years, and thereafter declines monthly 
until it is $0 at the end of the tenth Policy Year. For any increase in 
Specified Amount, the increase in Surrender Charge applies for five years 
from the date of increase, and declines monthly thereafter until it is $0 at 
the end of the tenth year following increase. 

<TABLE>
<CAPTION>
                                             Additional 
                       Original         Surrender Charge -- 
                 Surrender Charge --        Increase in 
                  Initial Specified       Specified Amount       Total 
 Beginning of           Amount            at the beginning     Surrender 
 Policy Year:        of $100,000          of Policy Year 3      Charges 
- -------------     -------------------    -------------------   --------- 
<S>                   <C>                    <C>               <C>
      1                $890.00                  --             $  890.00 
      2                 890.00                  --                890.00 
      3                 890.00                $489.50           1,379.50 
      4                 890.00                 489.50           1,379.50 
      5                 890.00                 489.50           1,379.50 
      6                 890.00                 489.50           1,379.50 
      7                 712.00                 489.50           1,201.50 
      8                 534.00                 489.50           1,023.50 
      9                 356.00                 391.60             747.60 
      10                178.00                 293.70             471.70 
      11                     0                 195.80             195.80 
      12                     0                  97.90              97.90 
      13                     0                      0                  0 
</TABLE>

                                      13 
<PAGE>
 
            AETNAVEST II POLICIES: EXAMPLE OF IMPACT OF INCREASE IN
                   SPECIFIED AMOUNT ON THE SURRENDER CHARGE 

   This Example assumes that you bought a Policy with an initial Stated 
Amount of $100,000 that had a Surrender Charge at the time of issue equal to 
$890. The Example is intended to illustrate the impact of an increase in your 
Specified Amount by $50,000 at the beginning of the third Policy Year. For 
any given year, your Surrender Charge will be less than it would have been 
for someone who simply purchased a brand new Policy with a Specified Amount 
of $150,000. 

   As noted above, for original Specified Amounts, the surrender charge is 
the same for the first five Policy Years, and thereafter declines monthly 
until it is $0 at the end of the tenth Policy Year. For any increase in 
Specified Amount, the increase in Surrender Charge applies for five years 
from the date of increase, and declines monthly thereafter until it is $0 at 
the end of the tenth year following increase. 

<TABLE>
<CAPTION>
                                             Additional 
                       Original         Surrender Charge -- 
                 Surrender Charge --        Increase in 
                  Initial Specified       Specified Amount       Total 
 Beginning of           Amount            at the beginning     Surrender 
 Policy Year:        of $100,000          of Policy Year 3      Charges 
- -------------     -------------------    -------------------   --------- 
<S>                    <C>                   <C>              <C>
      1                $890.00                  --             $  890.00 
      2                 890.00                  --                890.00 
      3                 890.00                $489.50           1,379.50 
      4                 890.00                 489.50           1,379.50 
      5                 890.00                 489.50           1,379.50 
      6                 890.00                 489.50           1,379.50 
      7                 801.00                 489.50           1,290.50 
      8                 712.00                 489.50           1,201.50 
      9                 623.00                 440.55           1,063.55 
      10                534.00                 391.60             925.60 
      11                445.00                 342.65             787.65 
      12                356.00                 293.70             649.70 
      13                267.00                 244.75             511.75 
      14                178.00                 195.80             373.80 
      15                 89.00                 146.85             235.85 
      16                     0                  97.90              97.90 
      17                     0                  48.95              48.95 
      18                     0                      0                  0 
</TABLE>

   The Company may offer the Policy in a group arrangement in connection with 
a multiple employer trust plan under which a trustee, employer or employers, 
or other similar entity purchases a Policy which covers a group of 
individuals on a group basis. Certificates replicating all the provisions of 
a Policy are issued to individual employees. In such arrangements, an 
employer may permit group solicitation of its employees for the purchase of 
Policies on either a group or individual basis. 

   The Company may reduce the Surrender Charge, the Monthly Deduction, or 
both, in connection with Policies issued under such arrangements. Generally, 
sales and administrative costs per Policy vary with the size of the group or 
sponsored arrangement, its stability as indicated by its term of existence 
and certain characteristics of its members, the purposes for which Policies 
are purchased, and other factors. The amount of reductions will be considered 
on a case-by-case basis and will reflect the reduced sales effort and 
administrative costs expected as a result of sales to a particular group or 
sponsored arrangement. 

   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. 

                                      14 
<PAGE>
 
WHEN DOES THE SURRENDER CHARGE APPLY? 

   A Surrender Charge applies when you make a full or partial surrender of 
the Cash Surrender Value of the Policy, as described below. 

Full Surrenders 

   When you surrender your Policy for the full Cash Surrender Value, all 
applicable Surrender Charges are imposed. 

Partial Surrenders 

   When you surrender part of your Policy, we will apply the same proportion 
of the total applicable Surrender Charges as the amount to be paid bears to 
the total Cash Surrender Value. Once you have made a partial surrender, or 
surrenders, future applicable Surrender Charges will be reduced 
proportionately. In addition, under Option 1, the Specified Amount will be 
reduced by the amount surrendered. 

   Other rules apply to partial surrenders: 

1. No partial surrender can be made until one year after the Issue Date; 

2. The amount paid to you on a partial surrender must be at least $500; 

3. If a partial surrender is made, there will be a transaction charge of $25 
   or 2% of the amount of the net surrender payment, whichever is less. The 
   charge will be made against the Total Account Value; 

4. If, at the time of a partial surrender, your Total Account Value is 
   attributable to more than one funding option, both the Surrender Charge 
   and the amount paid to you upon the surrender will be taken 
   proportionately from the values accumulated in each funding option. You 
   cannot select the funding option to be used in the surrender; 

5. A partial surrender will not be allowed if it would cause the Specified 
   Amount to drop below the minimum allowable Specified Amount; and 

6. Partial surrenders may only be made prior to election of a settlement 
   option. 

   As mentioned previously, a partial surrender will also reduce the Death 
Benefit (and the Specified Amount, if Option 1 is in effect), by the amount 
of the reduction in your Total Account Value resulting from the surrender. If 
the Specified Amount is reduced, the most recent increase in coverage is 
reduced first, then the next most recent coverage, and so forth. 

   If the Death Benefit on an Option 1 Policy is calculated as a percentage 
of the Total Account Value rather than as the Specified Amount, a partial 
surrender will reduce the Specified Amount only if the partial surrender 
decreases the difference between the Death Benefit and the Total Account 
Value. A partial surrender will not reduce the Specified Amount of an Option 
2 Policy. 

   Payment of any amount due from Separate Account Values on a full or 
partial surrender will be made within seven calendar days after your written 
surrender request is received at our Home Office, except that payment may be 
postponed when the New York Stock Exchange has been closed and for such other 
periods as the Securities and Exchange Commission may require. Payment of 
values from the Fixed Account Value may be deferred for up to six months, 
except when used to pay premiums to the Company. 

   If you surrender your Policy, in whole or in part, there may be tax 
implications. Refer to "Tax Matters." 

HOW MIGHT YOUR POLICY LAPSE? 
WHAT EFFECT DOES A LAPSE HAVE? 

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

   If the Cash Surrender Value of the Policy is insufficient to cover the 
Monthly Deduction on the appropriate date, your insurance coverage will 
terminate at the end of a 61-day Grace Period. The Grace Period begins with 
the mailing of a notice to you, once we discover the insufficiency. We will 
require the payment of the amount necessary to keep this Policy in force for 
the current month, plus two additional months. During the Grace Period, a 
Policy has no Cash Surrender Value, so that if the Policy is terminated at 
the end of the Grace Period, no money will be paid to you. 

   If your Policy's Cash Surrender Value is insufficient to cover the Monthly 
Deduction on the appropriate date, an amount equal to the Monthly Deduction 

                                      15 
<PAGE>
 
will be removed from the Total Account Value and will not participate in 
investment performance. If a premium payment is subsequently made and the 
Cash Surrender Value exceeds the amount of the Monthly Deduction, or, within 
the first two years the Basic Premiums are paid, the amount removed will be 
returned to the Total Account Value and will resume participation in 
investment performance. 

IF THE POLICY HAS LAPSED, CAN YOU REINSTATE THE POLICY? 
We will consider reinstatement within five years after the date of 
termination (provided it is before the Maturity Date). We will require 
satisfactory evidence of insurability. Regardless of when the Policy lapses, 
the original and any additional tables of Surrender Charges that were issued 
on this Policy will apply upon reinstatement. The Loan Account Value will be 
reinstated. All values will be reinstated as of the date of the Policy's 
termination. 
Under AetnaVest II Policies issued in most states, if the Policy lapses 
during the first two Policy Years, the payment required at reinstatement will 
equal the sum of Basic Premiums for each Monthly Deduction day to date, less 
premiums previously paid. If the Policy lapses after the first two Policy 
Years, you must make a premium payment that will cause the surrender value 
upon reinstatement to equal three times the next monthly deduction. 

   For AetnaVest Policies, upon reinstatement, no Surrender Charge deduction 
will apply to coverage which was in force for two or more years (one or more 
years for multiple employer trust policies) prior to the date of termination. 
For terminated coverage which was in force less than two years, future 
Surrender Charges will not be reduced from the original schedule. If you 
request reinstatement during the first two Policy Years, the premium required 
at reinstatement will be the lesser of (a) a premium sufficient to pay for 
three Monthly Deductions plus any applicable Surrender Charge; or (b) overdue 
Basic Premiums. 

CAN YOU BORROW ON YOUR POLICY? 

   If you purchase an AetnaVest Policy you may borrow against your Policy 
after the end of the second Policy Year (in California and Texas, after the 
end of the first Policy Year). AetnaVest II Policy Owners may borrow against 
their Policy beginning in the first Policy Year. For all Policies, loans must 
be taken before the election of a settlement option. 

   The most you can borrow is 90% (100% for AetnaVest II policies issued in 
Texas) of the Fixed Account and Separate Account Values less the Surrender 
Charge applicable at the time of the loan. Interest on the loan, including 
preferred loans (as described below), will accrue at 8% per year, payable 
once a year at each anniversary of the loan. Any interest not paid when due 
becomes part of the loan and bears interest. 

   The Loan Account Value is credited with the amount of any loans you make 
on your Policy, as collateral. The Loan Account Value is credited with 
interest at a rate of at least 4.5% per year (6% in New York). Such credited 
interest is transferred out of the Loan Account Value monthly and reallocated 
proportionately to the applicable funding options. 

   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 in excess of the 
maximum loan amount available for a preferred loan will not be considered a 
preferred loan. The portion of the Loan Account Value equal to the preferred 
loan will be credited at the policy loan interest rate of 8% per year. The 
portion of the Loan Account Value not considered a preferred loan will be 
credited interest as described in "What Is the Cash Surrender Value of Your 
Policy?" The preferred loan feature is only available in approving states as 
stated in your Policy. 

   If you are using more than one underlying funding option, the amount of 
the loan will be withdrawn in proportion to the value held in each funding 
option. You cannot select the funding option to be used for the loan. 

   The amount you receive as a result of the loan will, together with any 
accrued but not paid interest, constitute the Loan Account Value. 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. 

CAN YOU CHANGE THE AMOUNT OF YOUR INSURANCE COVERAGE? 

   Beginning one year after the Issue Date, you may increase or decrease the 
Specified Amount of your Policy as follows: 

1. For an increase, we will require satisfactory evidence of insurability 
   unless there is no increase in the Amount at Risk; 

                                      16 
<PAGE>
 
2. The Cash Surrender Value at the time of an increase must be at least three 
   times the sum of (a) the most recent Monthly Deduction from Total Account 
   Value and (b) the amount of the increase, divided by 1000, times the 
   applicable Cost of Insurance Rate; 

3. An increase in the Specified Amount will increase the Surrender Charge 
   unless there is no increase in the Amount at Risk; 

4. Increases are limited to four times the original Specified Amount; 

5. Decreases in the Specified Amount will not decrease the Surrender Charge 
   or your Basic Premium. Decreases during the second year after the Issue 
   Date will usually not enable you to reduce your Planned Premium below the 
   Basic Premium without lapsing the Policy; 

6. No decrease may reduce the Specified Amount to less than the then-current 
   minimum for this type of Policy; 

7. The decrease will be applied first to the most recent coverage under the 
   Policy, then to the next most recent, and so forth. 

   You can also change from one Death Benefit Option to the other. 

   The Specified Amount will be changed when a change in Death Benefit Option 
is made. If the change is from Option 1 to Option 2, the new Specified Amount 
will equal the Amount at Risk as of the date of the change. If the change is 
from Option 2 to Option 1, the new Specified Amount will equal the Death 
Benefit as of the date of the change. 

   A change in Death Benefit Option will not be allowed if the new Specified 
Amount would be less than the then-current minimum. We may require 
satisfactory evidence of insurability before allowing the change. There will 
be no change in the Surrender Charge (either increase or decrease) at the 
time of a change in Death Benefit Option. 

WHAT IS THE "FREE-LOOK PERIOD"? 

   The Policy has a "Free-Look Period" during which it may be returned to our 
Home Office for a refund. You may return it to our Home Office 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 latest. 

   The refund will be the sum of (1) the difference between payments made and 
amounts allocated to the Separate Account, (2) the value of the amount 
allocated to the Separate Account as of the date the returned Policy is 
received by us, and (3) any fees imposed on the amounts allocated to the 
Separate Account. If state law does not permit such a refund, then the refund 
will equal 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. 

CAN YOU EXCHANGE YOUR POLICY? 

   You may exchange the AetnaVest Policy for a period of two years after the 
Issue Date, for a new adjustable premium policy issued by the Company, under 
which policy values and benefits do not vary with the investment performance 
of a Separate Account. The new policy will have the same Issue Date as the 
old Policy, and no evidence of insurability will be required. Since your 
Total Account Value will be transferred from the old Policy to the new policy 
in its entirety, the Cash Surrender Value under the new policy cannot exceed 
the Cash Surrender Value under the old Policy at the time of exchange. We 
have the right to adjust the Cash Surrender Value under the new policy to 
make sure this is the case. You have the right to select whether the new 
policy has the same Death Benefit or net amount at risk as the old Policy. 
There may be a charge due to the Company, or a refund due to the Policy 
Owner, equal to the difference in cash value between the old Policy and the 
new policy. 

   For AetnaVest II Policies you may simply transfer the entire Separate 
Account Value of your Policy to the Fixed Account. No charge will be made for 
any such transfer. 

HOW WILL THE DEATH BENEFIT BE PAID? 

   The Death Benefit under the Policy will be paid in a lump sum within seven 
days after we receive due proof of 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 described below. 

   Payment of the Death Benefit may be delayed if the Policy is being 
contested. While the Insured is liv-

                                      17 
<PAGE>
 
ing, 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. 

   All or a part of the proceeds of the Death Benefit may be applied under 
one or more of the following Settlement Options, or such options as we may 
choose to make available in the future. 

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

SETTLEMENT OPTIONS 

WHEN DO PAYMENTS UNDER A SETTLEMENT OPTION OCCUR? 

   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 following Settlement Options or any we make available (after any 
applicable surrender charges have been deducted). 

   A written request is required to elect, change, or revoke a Settlement 
Option. This request will take effect upon receipt or recording of the 
written request, in good order, at our Home Office. 

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

WHAT ARE THE SETTLEMENT OPTIONS? 

   The Settlement Options are as follows: 

   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 Annuitant. If also chosen, we 
will guarantee payments for 60, 120, 180 or 240 months; 

   Option 4--Payments during the joint lifetimes of two Annuitants. 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; 

   (e) 100% of the payment to continue to the survivor if the survivor is the 
   Annuitant, and 50% of the payment to continue to the survivor if the 
   survivor is the Second Annuitant. 

   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 3.5%. We may add interest daily at any higher rate. 

   Under Option 1, the Annuitant may later tell the Company to (a) pay to him 
or her a portion or all of the sum held by the Company; or (b) apply a 
portion or all of the sum held by the Company to another settlement option. 

   Proceeds applied under Options 2, 3 and 4 will be held (a) in 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 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 annum, unless a 5% annual rate is chosen. The Assumed Net 
Investment Rate is chosen by the payee. 


                                      18 
<PAGE>
 


   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 option 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. 

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

   If a 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 the beneficiary. The interest rate used to determine the first 
payment will be used to calculate the present value. 

   Payments will be made upon receipt of a written request filed with us. If 
no settlement election has been made by the Policy Owner when the beneficiary 
becomes entitled to proceeds, the beneficiary may make the election. 

HOW WILL YOUR VARIABLE SETTLEMENT OPTION PAYMENTS BE CALCULATED? 

   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) 1000; times 

   (c) the payment rate for the Option chosen. 

   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: 


                                      19 
<PAGE>
 


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


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

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

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

    (v) A daily charge at an annual rate of 1.25% for annuity mortality and 
    expense risk and a daily administrative expense charge that will not 
    exceed .25% on an annual basis. 

   The number of Settlement Option Units remains fixed. However, the dollar 
value of the Settlement Option Unit Values and the payment 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 charges. 


DESCRIPTION OF THE COMPANY AND THE SEPARATE ACCOUNT 


The Company 

   The 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. 

The Separate Account 

   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 Policy Owner. 

   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 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 Commission 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. 

                                      20 
<PAGE>
 
DIRECTORS AND OFFICERS OF THE COMPANY 

<TABLE>
<CAPTION>
                           Current Positions             Principal Occupation 
Name and Address*          with the Company              During Past Five Years 
- -----------------------     --------------------------   --------------------------------------------------- 
<S>                        <C>                           <C>
Daniel P. Kearney          Director, President and       President (since December 1993), Aetna Life 
                           Chairman, Executive           Insurance and Annuity Company; Executive Vice 
                           Committee (Principal          President (since December 1993), and Group 
                           Executive Officer)            Executive, Financial Division (February 1991-- 
                                                         December 1993), Aetna Life and Casualty Company. 

Christopher J. Burns       Director (1991); Senior       Senior Vice President, Sales & Service (since 
                           Vice President; Member of     February 1996), and Senior Vice President, Life 
                           Executive Committee           (March 1991--February 1996), Aetna Life Insurance 
                                                         and Annuity Company. 

Laura R. Estes             Director and Senior Vice      Senior Vice President, Manage/Design Products and 
                           President; Member of          Services (since February 1996), and Senior Vice 
                           Executive Committee           President, Pensions (March 1991--February 1996), 
                                                         Aetna Life Insurance and Annuity Company. 

Timothy A. Holt            Director, Senior Vice         Senior Vice President, Strategy & Finance, and 
                           President and Chief           Chief Financial Officer (since February 1996), 
                           Financial Officer (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             Vice President, Service and Retain Customers (since 
                           President                     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. 

                                      21 
<PAGE>
 
John Y. Kim                Director and Senior Vice      President (since December 1995), Aeltus Investment 
                           President                     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             Vice President, Products Group (since February 
                           President                     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. 

Glen Salow                 Director and Vice             Vice President, Information Technology (since 
                           President                     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             Vice President, Select and Manage Markets (since 
                           President                     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     Senior Vice President and General Counsel (since 
                           General Counsel               April 1992), Vice President and General Counsel 
                                                         (July 1990--April 1992), Aetna Life and Casualty 
                                                         Company. 

Susan E. Schechter         Counsel and Corporate         Counsel (since November 1993), Aetna Life and 
                           Secretary                     Casualty Company; Associate Attorney (September 
                                                         1986--October 1993), Steptoe & Johnson. 

                                      22 
<PAGE>
 
Eugene M. Trovato          Vice President and            Vice President and Treasurer, Corporate Controller 
                           Treasurer, Corporate          (since February 1996), Vice President and 
                           Controller                    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 (since 
                           Compliance Officer            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. 
</TABLE>

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

These individuals may also be directors and/or officers of other affiliates 
of the Company. 

REPORTS TO POLICY OWNERS 

   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 Total Account Value and Cash Surrender Value 
      since the prior report or since the Issue Date, 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. Cash Surrender Value, Death Benefit, and any Loan Account Value, as of 
      the Policy Anniversary; 

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

   If you have Policy values funded in either Separate Account you will 
receive such additional 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 the Separate Account in accordance with 
instructions received from Policy Owners having a voting interest in the 
Funds. Policy Owners having such an interest will receive periodic reports 
relating to the Fund, proxy material and a form for giving voting 
instructions. The number of shares which You have a right to vote will be 
determined as of a record date established by the Fund. The number of votes 
that You are entitled to direct with respect to a Fund will be determined by 
dividing the portion of Your Total Account Value attributable to that Fund by 
the net asset value of one share in the Fund. Voting instructions will be 
solicited by written communication at least 14 days before such meeting. 

   The votes will cast at meetings of the shareholders of the Fund and will 
be based on instructions received from Policy Owners. 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. 

                                      23 
<PAGE>
 
Fund shares for which no timely instructions are received, and Fund shares 
which are not otherwise attributable to Policy Owners, will be voted by us in 
the same proportion as the voting instructions which are received for all 
Policies participating in each Fund through the Separate Account. 

   Policy Owners 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 Policy Owner in the investment policy or the investment 
adviser of a 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 Policy Owners. 

STATE REGULATION 

   The Company is subject to regulation and supervision by the Insurance 
Department of the State of Connecticut, which periodically examines its 
affairs. It is 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. 

   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. 

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

LEGAL MATTERS 

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

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

ADDITIONAL INFORMATION 

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. 

Distribution of the Policies 

   The Company will serve as underwriter of the securities offered hereunder 
as defined by the federal securities laws. The Company is registered as a 
broker- dealer with the SEC and is a member of the National Association of 
Securities Dealers, Inc. The Company will contract with one or more 
registered broker- dealers including broker-dealers affiliated with it 
("Distributors") to offer and sell the Policies. The Company may also offer 
and sell policies directly. All persons selling the Policies will be 
registered representatives of the Distributors, and will also be licensed as 
insurance agents to sell variable life insurance. 

   The maximum commission payable by the Company to salespersons and their 
supervising broker- dealers for policy distribution is 55% of the initial 
Basic Premium or, in the event of an increase in the Specified Amount, 55% of 
the Basic Premium attributable to the increase. In particular circumstances, 
we may also pay certain of these professionals for their administrative 
expenses. 

   The Company may also contract with independent third party broker-dealers 
who will act as wholesalers by assisting the Company in finding broker- 

                                      24 
<PAGE>
 
dealers to offer and sell the Policies. These parties may also provide 
training, marketing and other sales related functions for the Company and 
other broker-dealers and may provide certain administrative services to the 
Company in connection with the Policies. The Company may pay such parties 
compensation based on premium payments for the Policies purchased through 
broker-dealers selected by the wholesaler. 

Records and Accounts 

   All records and accounts relating to the Separate Accounts and the Funds 
will be maintained by the Company. All reports required to be made and 
information required to be given will be provided by the Company. 


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. 


TAX MATTERS 

General 

   The following is a discussion of the federal income tax considerations 
relating to the Policies. 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 Policy Owner 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 Policy Owners 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 Policy Owners 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 Policy Owner will be taxed on the Surrender 
Value only to the extent that it exceeds the gross premiums paid less prior 
untaxed withdrawals. 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. 

                                      25 
<PAGE>
 
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 
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 

                                      26 
<PAGE>
 
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 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 others 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. 

MISCELLANEOUS CONTRACT PROVISIONS 

The Contract 

   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. 

   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 Policy Owner. 

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 and Sex 

   If age or sex 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 correct age and sex. (If the application is taken in a state 
where unisex rates are used, the Insured's sex is inapplicable.) 

                                      27 
<PAGE>
 
Incontestability 

   We will not contest coverage under the Policy (other than any waiver of 
premium rider) after it has been in force during the lifetime of the Insured 
more than two years from the Issue Date. 

   For coverage which takes effect on a later date (i.e., an increase or 
reinstatement of insurance), 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. Any contest of such later coverage will be based on the 
supplemental application. 

Suicide 

   In most states, if the Insured commits suicide within two years from the 
Issue Date, the only benefit paid will be the sum of (a) plus (b) minus (c), 
where: 

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

(b) equals the Separate Account Value on the date of suicide, plus the 
    portion of the Monthly Deductions deducted from the Separate Account 
    Value; and 

(c) equals 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 
Deductions for the increase, in lieu of the face amount of the increase. 

   All amounts will be calculated as of the date of death. 

Protection of Proceeds 

   To the extent provided by law, the proceeds of the Policy are subject 
neither to claims by a beneficiary's creditors nor to any legal process 
against any beneficiary. 

Non-Participation 

   Neither Policy is entitled to share in the divisible surplus of the 
Company. No dividends are payable. 

Coverage Beyond Maturity (AetnaVest II only) 

   As an AetnaVest II Policy Owner, 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 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. 

   At this time, uncertainties exist regarding the tax treatment of the 
Policy should the Policy continue beyond the Maturity Date. You should 
therefore consult with your tax advisor prior to making this election. (See 
Tax Matters.) The coverage beyond maturity provision is only available in 
approving states. (This provision is not available in New York.) 

                                      28 
<PAGE>
 
                                   APPENDIX A
                              AETNAVEST POLICIES 
           ILLUSTRATIONS OF DEATH BENEFIT, TOTAL ACCOUNT VALUES AND 
                 CASH SURRENDER VALUES FOR AETNAVEST POLICIES 

   The following tables illustrate how the Total Account Values, Cash 
Surrender Values, and Death Benefits of a Policy change with the investment 
experience of the Funds. The tables show how the Total Account Values, Cash 
Surrender Values, and Death Benefits 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, annual rate of 0%, 6%, 
12%, respectively. 

   Tables I through IV illustrate Policies issued to males, ages 25 and 40, 
in the nonsmoker rate class. The Total Account Values, Cash Surrender Values, 
and Death Benefits 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 the stated 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 eleventh columns illustrate the Cash Surrender Values of 
each Policy over the designated period. Tables II and IV assume that the 
maximum Cost of Insurance Rates 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 is assessed in each 
Policy Year. Tables I and III assume that the current scale of Cost of 
Insurance Rates applies during all Policy Years. These tables also assume 
that the current level of mortality and expense risk charge, 0.70% on an 
annual basis, is assessed. A weighted average has been used for the 
illustrations assuming that the Policyowner has invested in the Funds as 
follows: 30% in Aetna Variable Fund; 3% in Aetna Income Shares; 12% in Aetna 
Variable Encore Fund; 3% in Aetna Investment Advisers Fund; 2% in the Aetna 
Ascent Variable Portfolio; 2% in the Aetna Crossroads Variable Portfolio; 2% 
in the Aetna Legacy Variable Portfolio; 7% in the Alger American Small Cap 
Portfolio; 3% in Fidelity's Variable Insurance Products Fund II--Contrafund 
Portfolio; 3% in Fidelity's Variable Insurance Products Fund--Equity-Income 
Portfolio; 3% in the Janus Aspen Growth Fund; 5% in Janus Aspen Aggressive 
Growth Fund; 3% in Janus Aspen Worldwide Growth Fund; 1% in Janus Aspen 
Balanced Fund; 1% in the Janus Aspen Short-Term Bond Fund; 10% in the Scudder 
International Portfolio and 10% in TCI Growth. 


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

   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 Benefits, Total Account Values, and Cash 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 are allocated to Variable Life Account B and if no Policy 
loans have been made. The tables are also based on the assumptions that the 
Policy Owner has not requested an increase or decrease in the Specified 
Amount of the Policy, that no partial surrenders have been made, and that no 
transfer charges have been incurred. 

   Upon request, we will provide an illustration based upon the proposed 
insured's age, sex, and underwriting classification, the specified amount or 
premium requested, the proposed frequency of premium payments and any 
available riders requested. A fee of $25 is charged for each such 
illustration. 

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

                                      29 
<PAGE>
 
AetnaVest Policy 
                                   Table I 

                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1) 
                              MALE ISSUE AGE 25 
                         $408.00 ANNUAL BASIC PREMIUM 
                                NONSMOKER RISK 
                             FACE AMOUNT $100,000 
                            DEATH BENEFIT OPTION 1 

<TABLE>
<CAPTION>
                  Premiums                     Death Benefit 
                Accumulated               Gross Annual Investment                           Total Account Value 
                     at                          Return of                              Annual Investment Return of 
   Policy       5% Interest    --------------------------------------------     --------------------------------------------- 
    Year          Per Year        Gross 0%       Gross 6%        Gross 12%       Gross 0%        Gross 6%        Gross 12% 
- ------------    ------------   ------------    ------------    ------------    ------------    ------------   -------------- 
<S>               <C>             <C>            <C>             <C>             <C>              <C>             <C>
 1                   408           100000         100000          100000            182             199              216 
 2                   836           100000         100000          100000            366             412              460 
 3                  1286           100000         100000          100000            548             635              731 
 4                  1759           100000         100000          100000            730             872             1033 
 5                  2254           100000         100000          100000            909            1118             1366 

 6                  2775           100000         100000          100000           1098            1389             1748 
 7                  3322           100000         100000          100000           1280            1668             2166 
 8                  3896           100000         100000          100000           1458            1957             2625 
 9                  4499           100000         100000          100000           1627            2254             3128 
10                  5132           100000         100000          100000           1788            2559             3677 

15                  8804           100000         100000          100000           2445            4177             7291 
20                 13491           100000         100000          100000           2761            5871            12911 
25                 19473           100000         100000          100000           2538            7426            21651 
30                 27107           100000         100000          100000           1490            8489            35446 

40 (Age 65)        49286                0         100000          114928              0            4900            94203 
</TABLE>

<TABLE>
<CAPTION>
                             Cash Surrender Value 
                         Annual Investment Return of 
   Policy        --------------------------------------------- 
    Year          Gross 0%        Gross 6%        Gross 12% 
- ------------    ------------   ------------    -------------- 
<S>                <C>             <C>            <C>
 1                     0               0                0 
 2                    18              64              112 
 3                   200             287              383 
 4                   382             524              685 
 5                   561             770             1018 

 6                   814            1105             1464 
 7                  1065            1453             1951 
 8                  1313            1812             2480 
 9                  1552            2179             3053 
10                  1782            2553             3671 

15                  2445            4177             7291 
20                  2761            5871            12911 
25                  2538            7426            21651 
30                  1490            8489            35446 

40 (Age 65)            0            4900            94203 
</TABLE>

(1) Assumes no Policy loan has been made. Current mortality rates assumed. 
    Current mortality and expense risk charges, administrative charges, and 
    premium load assumed. 

If premiums are paid more frequently than annually, the Death Benefits, Total 
Account Values, and Cash Surrender Values would be less than those 
illustrated. 

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 Policy Owner's allocations, and the Fund's rates of 
return. The Total Account Value and Cash 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. 

                                      30 
<PAGE>
 
                                AetnaVest Policy
                                   Table II 
              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1) 
                              MALE ISSUE AGE 25 
                         $408.00 ANNUAL BASIC PREMIUM 
                                NONSMOKER RISK 
                             FACE AMOUNT $100,000 
                            DEATH BENEFIT OPTION 1 

<TABLE>
<CAPTION>
                  Premiums                     Death Benefit 
                Accumulated               Gross Annual Investment                           Total Account Value 
                     at                          Return of                              Annual Investment Return of 
   Policy       5% Interest    --------------------------------------------     --------------------------------------------- 
    Year          Per Year        Gross 0%       Gross 6%        Gross 12%       Gross 0%        Gross 6%        Gross 12% 
- ------------    ------------   ------------    ------------    ------------    ------------    ------------   -------------- 
<S>              <C>             <C>             <C>             <C>             <C>              <C>             <C>
 1                   408           100000         100000          100000            182             199              216 
 2                   836           100000         100000          100000            364             410              458 
 3                  1286           100000         100000          100000            545             632              728 
 4                  1759           100000         100000          100000            726             867             1027 
 5                  2254           100000         100000          100000            903            1111             1357 

 6                  2775           100000         100000          100000           1089            1378             1734 
 7                  3322           100000         100000          100000           1269            1653             2147 
 8                  3896           100000         100000          100000           1443            1938             2600 
 9                  4499           100000         100000          100000           1610            2230             3094 
10                  5132           100000         100000          100000           1767            2528             3633 

15                  8804           100000         100000          100000           2382            4079             7130 
20                 13491           100000         100000          100000           2646            5661            12497 
25                 19473           100000         100000          100000           2312            6990            20666 
30                 27107           100000         100000          100000           1102            7684            33322 

40 (Age 65)        49286                0         100000          104608              0            2336            85744 
</TABLE>

<TABLE>
<CAPTION>
                             Cash Surrender Value 
                         Annual Investment Return of 
   Policy        --------------------------------------------- 
    Year          Gross 0%        Gross 6%        Gross 12% 
- ------------    ------------   ------------    -------------- 
<S>               <C>              <C>              <C>
 1                     0               0                0 
 2                    16              62              110 
 3                   197             284              380 
 4                   378             519              679 
 5                   555             763             1009 

 6                   805            1094             1450  
 7                  1054            1438             1932 
 8                  1298            1793             2455 
 9                  1535            2155             3019 
10                  1761            2522             3627 

15                  2382            4079             7130 
20                  2646            5661            12497 
25                  2312            6990            20666 
30                  1102            7684            33322 

40 (Age 65)            0            2336            85744 
</TABLE>

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

If premiums are paid more frequently than annually, the Death Benefits, Total 
Account Values, and Cash Surrender Values would be less than those 
illustrated. 

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 Policy Owner's allocations, and the Fund's rates of 
return. The Total Account Value and Cash 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. 

                                      31 
<PAGE>
 
AetnaVest Policy 
                                  Table III 

                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1) 
                              MALE ISSUE AGE 40 
                         $744.00 ANNUAL BASIC PREMIUM 
                                NONSMOKER RISK 
                             FACE AMOUNT $100,000 
                            DEATH BENEFIT OPTION 1 

<TABLE>
<CAPTION>
                  Premiums                     Death Benefit 
                Accumulated               Gross Annual Investment                           Total Account Value 
                     at                          Return of                              Annual Investment Return of 
   Policy       5% Interest    --------------------------------------------     --------------------------------------------- 
    Year          Per Year        Gross 0%       Gross 6%        Gross 12%       Gross 0%        Gross 6%        Gross 12% 
- ------------    ------------   ------------    ------------    ------------    ------------    ------------   -------------- 
<S>               <C>            <C>             <C>             <C>             <C>             <C>            <C>
 1                   744           100000         100000          100000            455             490              525 
 2                  1525           100000         100000          100000            888             987             1090 
 3                  2345           100000         100000          100000           1298            1489             1697 
 4                  3207           100000         100000          100000           1687            1998             2352 
 5                  4111           100000         100000          100000           2051            2512             3056 

 6                  5061           100000         100000          100000           2393            3031             3817 
 7                  6058           100000         100000          100000           2705            3548             4634 
 8                  7105           100000         100000          100000           2985            4062             5509 
 9                  8204           100000         100000          100000           3234            4572             6450 
10                  9358           100000         100000          100000           3450            5076             7461 

15                 16054           100000         100000          100000           3942            7396            13812 
20                 24601           100000         100000          100000           2766            8554            22668 
25                 35509                0         100000          100000              0            7524            35569 
30                 49431                0         100000          100000              0            2410            55745 

25 (Age 65)        35509                0         100000          100000              0            7524            35569 
</TABLE>

<TABLE>
<CAPTION>
                             Cash Surrender Value 
                         Annual Investment Return of 
   Policy        --------------------------------------------- 
    Year          Gross 0%        Gross 6%        Gross 12% 
- ------------    ------------   ------------    -------------- 
<S>               <C>             <C>              <C>
 1                     0               0                0 
 2                   215             314              417 
 3                   625             816             1024 
 4                  1014            1325             1679 
 5                  1378            1839             2383 

 6                  1844            2482             3268 
 7                  2290            3133             4219 
 8                  2705            3782             5229 
 9                  3088            4426             6304 
10                  3439            5065             7450 

15                  3942            7396            13812 
20                  2766            8554            22668 
25                     0            7524            35569 
30                     0            2410            55745 

25 (Age 65)            0            7524            35569 
</TABLE>

(1) Assumes no Policy loan has been made. Current mortality rates assumed. 
    Current mortality and expense risk charges, administrative charges, and 
    premium load assumed. 

If premiums are paid more frequently than annually, the Death Benefits, Total 
Account Values, and Cash Surrender Values would be less than those 
illustrated. 

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 Policy Owner's allocations, and the Fund's rates of 
return. The Total Account Value and Cash 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. 

                                      32 
<PAGE>
 
                                AetnaVest Policy
                                   Table IV 

                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1) 
                              MALE ISSUE AGE 40 
                         $744.00 ANNUAL BASIC PREMIUM 
                                NONSMOKER RISK 
                             FACE AMOUNT $100,000 
                            DEATH BENEFIT OPTION 1 

<TABLE>
<CAPTION>
                  Premiums                     Death Benefit 
                Accumulated               Gross Annual Investment                           Total Account Value 
                     at                          Return of                              Annual Investment Return of 
   Policy       5% Interest    --------------------------------------------     --------------------------------------------- 
    Year          Per Year        Gross 0%       Gross 6%        Gross 12%       Gross 0%        Gross 6%        Gross 12% 
- ------------    ------------   ------------    ------------    ------------    ------------    ------------   -------------- 
<S>               <C>             <C>            <C>             <C>              <C>             <C>            <C>
 1                   744           100000         100000          100000            452             487              522 
 2                  1525           100000         100000          100000            879             977             1080 
 3                  2345           100000         100000          100000           1282            1471             1677 
 4                  3207           100000         100000          100000           1658            1966             2316 
 5                  4111           100000         100000          100000           2008            2462             3000 

 6                  5061           100000         100000          100000           2328            2956             3730 
 7                  6058           100000         100000          100000           2618            3445             4511 
 8                  7105           100000         100000          100000           2876            3928             5345 
 9                  8204           100000         100000          100000           3100            4403             6236 
10                  9358           100000         100000          100000           3288            4866             7188 

15                 16054           100000         100000          100000           3598            6892            13046 
20                 24601           100000         100000          100000           2187            7579            20904 
25                 35509                0         100000          100000              0            5473            31573 
30                 49431                0         100000          100000              0               0            45968 

25 (Age 65)        35509                0         100000          100000              0            5473            31573 
</TABLE>

<TABLE>
<CAPTION>
                             Cash Surrender Value 
                         Annual Investment Return of 
   Policy        --------------------------------------------- 
    Year          Gross 0%        Gross 6%        Gross 12% 
- ------------    ------------   ------------    -------------- 
<S>                <C>             <C>            <C>
 1                     0               0                0 
 2                   206             304              407 
 3                   609             798             1004 
 4                   985            1293             1643 
 5                  1335            1789             2327 

 6                  1779            2407             3181 
 7                  2203            3030             4096 
 8                  2596            3648             5065 
 9                  2954            4257             6090 
10                  3277            4855             7177 

15                  3598            6892            13046 
20                  2187            7579            20904 
25                     0            5473            31573 
30                     0               0            45968 

25 (Age 65)            0            5473            31573 
</TABLE>

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

If premiums are paid more frequently than annually, the Death Benefits, Total 
Account Values, and Cash Surrender Values would be less than those 
illustrated. 

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 Policy Owner's allocations, and the Fund's rates of 
return. The Total Account Value and Cash 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. 

                                      33 
<PAGE>
 
                                   APPENDIX B
                            AETNAVEST II POLICIES 
           ILLUSTRATIONS OF DEATH BENEFIT, TOTAL ACCOUNT VALUES AND 
               CASH SURRENDER VALUES FOR AETNAVEST II POLICIES 

   The following tables illustrate how the Total Account Values, Cash 
Surrender Values, and Death Benefits of a Policy change with the investment 
experience of the Funds. The tables show how the Total Account Values, Cash 
Surrender Values, and Death Benefits 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, annual rate of 0%, 6%, 
12%, respectively. 

   Tables V through VIII illustrate Policies issued to males, ages 35 and 55, 
in the nonsmoker rate class. Tables IX through XII illustrate Policies issued 
on a unisex basis, ages 35 and 55, in the nonsmoker rate class. These tables 
are provided for use in those states where unisex rates are required. The 
Total Account Values, Cash Surrender Values, and Death Benefits 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 the stated 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 eleventh columns illustrate the Cash Surrender Values of 
each Policy over the designated period. Tables VI, VIII, X and XII assume 
that the maximum Cost of Insurance Rates allowable under the Policy are 
charged in all Policy Years. These tables also assume that the maximum 
allowable mortality and expense risk charge of .90% on an annual basis, the 
maximum allowable administrative charge of .50% and the maximum allowable 
premium load of 6% are assessed in each Policy Year. Tables V, VII, IX and XI 
assume that the current scale of Cost of Insurance Rates applies during all 
Policy Years. These tables also assume that the current mortality and expense 
risk charge of .70% on an annual basis, the current administrative charge of 
 .30% on an annual basis, and the current premium load of 3.5% are assessed. A 
weighted average has been used for the illustrations assuming that the 
Policyowner has invested in the Funds as follows: 30% in Aetna Variable Fund; 
3% in Aetna Income Shares; 12% in Aetna Variable Encore Fund; 3% in Aetna 
Investment Advisers Fund; 2% in the Aetna Ascent Variable Portfolio; 2% in 
the Aetna Crossroads Variable Portfolio; 2% in the Aetna Legacy Variable 
Portfolio; 7% in the Alger American Small Cap Portfolio; 3% in Fidelity's 
Variable Insurance Products Fund II--Contrafund Portfolio; 3% in Fidelity's 
Variable Insurance Products Fund--Equity-Income Portfolio; 3% in the Janus 
Aspen Growth Fund; 5% in Janus Aspen Aggressive Growth Fund; 3% in Janus 
Aspen Worldwide Growth Fund; 1% in Janus Aspen Balanced Fund; 1% in Janus 
Aspen Short-Term Bond Fund; 10% in the Scudder International Portfolio and 
10% in TCI Growth. 

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

   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 Benefits, Total Account Values, and Cash 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 are allocated to Variable Life Account B and if no Policy 
loans have been made. The tables are also based on the assumptions that the 
Policy Owner has not requested an increase or decrease in the Specified 
Amount of the Policy, that no partial surrenders have been made, and that no 
transfer charges have been incurred. 

   Upon request, we will provide an illustration based upon the proposed 
insured's age, sex (if necessary), and underwriting classification, the 
specified amount or premium requested, the proposed frequency of premium 
payments and any available riders requested. A fee of $25 is charged for each 
such illustration. 

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

                                      34 
<PAGE>
 
                              AetnaVest II Policy
                                   Table V 

                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1) 
                              MALE ISSUE AGE 35 
                        $1410.00 ANNUAL BASIC PREMIUM 
                                NONSMOKER RISK 
                             FACE AMOUNT $250,000 
                            DEATH BENEFIT OPTION 1 

<TABLE>
<CAPTION>
                  Premiums                     Death Benefit 
                Accumulated               Gross Annual Investment                           Total Account Value 
                     at                          Return of                              Annual Investment Return of 
   Policy       5% Interest    --------------------------------------------     --------------------------------------------- 
    Year          Per Year        Gross 0%       Gross 6%        Gross 12%       Gross 0%        Gross 6%        Gross 12% 
- ------------    ------------   ------------    ------------    ------------    ------------    ------------   -------------- 
<S>               <C>            <C>             <C>             <C>             <C>             <C>             <C>
 1                  1410           250000         250000          250000            685             746              806 
 2                  2891           250000         250000          250000           1519            1689             1867 
 3                  4445           250000         250000          250000           2314            2648             3011 
 4                  6077           250000         250000          250000           3068            3620             4245 
 5                  7791           250000         250000          250000           3778            4602             5573 

 6                  9591           250000         250000          250000           4441            5592             7005 
 7                 11480           250000         250000          250000           5061            6592             8553 
 8                 13464           250000         250000          250000           5631            7596            10222 
 9                 15547           250000         250000          250000           6152            8606            12027 
10                 17735           250000         250000          250000           6621            9616            13977 

15                 30426           250000         250000          250000           7989           14458            26309 
20                 46623           250000         250000          250000           7243           18300            44465 
25                 67295           250000         250000          250000           3750           20153            72087 
30                 93679                0         250000          250000              0           18356           115816 

30 (Age 65)        93679                0         250000          250000              0           18356           115816 
</TABLE>

<TABLE>
<CAPTION>
                             Cash Surrender Value 
                         Annual Investment Return of 
   Policy        --------------------------------------------- 
    Year          Gross 0%        Gross 6%        Gross 12% 
- ------------    ------------   ------------    -------------- 
<S>                <C>            <C>            <C>
 1                     0               0                0 
 2                   169             339              517 
 3                   964            1298             1661 
 4                  1718            2270             2895 
 5                  2428            3252             4223 

 6                  3215            4366             5779 
 7                  3970            5501             7462 
 8                  4675            6640             9266 
 9                  5331            7785            11206 
10                  5935            8930            13291 

15                  7978           14447            26298 
20                  7243           18300            44465 
25                  3750           20153            72087 
30                     0           18356           115816 

30 (Age 65)            0           18356           115816 
</TABLE>

(1) Assumes no Policy loan has been made. Current mortality rates assumed. 
    Current mortality and expense risk charges, administrative charges, and 
    premium load assumed. 

If premiums are paid more frequently than annually, the Death Benefits, Total 
Account Values, and Cash Surrender Values would be less than those 
illustrated. 

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 Policy Owner's allocations, and the Fund's rates of 
return. The Total Account Value and Cash 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. 

                                      35 
<PAGE>
 
                              AetnaVest II Policy
                                   Table VI 

                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1) 
                              MALE ISSUE AGE 35 
                        $1410.00 ANNUAL BASIC PREMIUM 
                                NONSMOKER RISK 
                             FACE AMOUNT $250,000 
                            DEATH BENEFIT OPTION 1 

<TABLE>
<CAPTION>
                  Premiums                     Death Benefit 
                Accumulated               Gross Annual Investment                           Total Account Value 
                     at                          Return of                              Annual Investment Return of 
   Policy       5% Interest    --------------------------------------------     --------------------------------------------- 
    Year          Per Year        Gross 0%       Gross 6%        Gross 12%       Gross 0%        Gross 6%        Gross 12% 
- ------------    ------------   ------------    ------------    ------------    ------------    ------------   -------------- 
<S>               <C>            <C>             <C>             <C>             <C>             <C>            <C>
 1                  1410           250000         250000          250000            646             705              763 
 2                  2891           250000         250000          250000           1439            1602             1773 
 3                  4445           250000         250000          250000           2191            2509             2856 
 4                  6077           250000         250000          250000           2899            3424             4020 
 5                  7791           250000         250000          250000           3560            4342             5265 

 6                  9591           250000         250000          250000           4173            5261             6599 
 7                 11480           250000         250000          250000           4731            6175             8024 
 8                 13464           250000         250000          250000           5236            7082             9549 
 9                 15547           250000         250000          250000           5682            7976            11178 
10                 17735           250000         250000          250000           6069            8857            12923 

15                 30426           250000         250000          250000           6931           12792            23590 
20                 46623           250000         250000          250000           5363           15044            38284 
25                 67295                0         250000          250000              0           13118            57942 
30                 93679                0         250000          250000              0            2491            84129 

30 (Age 65)        93679                0         250000          250000              0            2491            84129 
</TABLE>

<TABLE>
<CAPTION>
                             Cash Surrender Value 
                         Annual Investment Return of 
   Policy        --------------------------------------------- 
    Year          Gross 0%        Gross 6%        Gross 12% 
- ------------    ------------   ------------    -------------- 
<S>               <C>            <C>             <C>
 1                     0               0                0 
 2                    89             252              423 
 3                   841            1159             1506 
 4                  1549            2074             2670 
 5                  2210            2992             3915 

 6                  2947            4035             5373 
 7                  3640            5084             6933 
 8                  4280            6126             8593 
 9                  4861            7155            10357 
10                  5383            8171            12237 

15                  6920           12781            23579 
20                  5363           15044            38284 
25                     0           13118            57942 
30                     0            2491            84129 

30 (Age 65)            0            2491            84129 
</TABLE>

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

If premiums are paid more frequently than annually, the Death Benefits, Total 
Account Values, and Cash Surrender Values would be less than those 
illustrated. 

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 Policy Owner's allocations, and the Fund's rates of 
return. The Total Account Value and Cash 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. 

                                      36 
<PAGE>
 
                              AetnaVest II Policy
                                  Table VII 

                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1) 
                              MALE ISSUE AGE 55 
                        $4380.00 ANNUAL BASIC PREMIUM 
                                NONSMOKER RISK 
                             FACE AMOUNT $250,000 
                            DEATH BENEFIT OPTION 1 

<TABLE>
<CAPTION>
                  Premiums                     Death Benefit 
                Accumulated               Gross Annual Investment                           Total Account Value 
                     at                          Return of                              Annual Investment Return of 
   Policy       5% Interest    --------------------------------------------     --------------------------------------------- 
    Year          Per Year        Gross 0%       Gross 6%        Gross 12%       Gross 0%        Gross 6%        Gross 12% 
- ------------    ------------   ------------    ------------    ------------    ------------    ------------   -------------- 
<S>               <C>            <C>             <C>             <C>             <C>             <C>            <C>
 1                   4380          250000         250000          250000            2272           2465             2659 
 2                   8979          250000         250000          250000            4579           5114             5674 
 3                  13808          250000         250000          250000            6742           7772             8896 
 4                  18878          250000         250000          250000            8758          10436            12344 
 5                  24202          250000         250000          250000           10620          13099            16039 

 6                  29792          250000         250000          250000           12321          15753            20001 
 7                  35662          250000         250000          250000           13855          18392            24256 
 8                  41825          250000         250000          250000           15207          21001            28827 
 9                  48296          250000         250000          250000           16364          23565            33741 
10                  55091          250000         250000          250000           17283          26040            39000 

15                  94514          250000         250000          250000           17206          35829            71326 
20                 144829          250000         250000          250000            6827          38497           120106 
25                 209045               0         250000          250000               0          23493           201591 
30                 291002               0              0          369275               0              0           351690 

10 (Age 65)         55091          250000         250000          250000           17283          26040            39000 
</TABLE>

<TABLE>
<CAPTION>
                             Cash Surrender Value 
                         Annual Investment Return of 
   Policy        --------------------------------------------- 
    Year          Gross 0%        Gross 6%        Gross 12% 
- ------------    ------------   ------------    -------------- 
<S>               <C>            <C>             <C>
 1                     0               0                0 
 2                  1123            1658             2218 
 3                  3286            4316             5440 
 4                  5302            6980             8888 
 5                  7164            9643            12583 

 6                  9182           12614            16862 
 7                 11061           15598            21462 
 8                 12759           18553            26379 
 9                 14262           21463            31639 
10                 15526           24283            37243 

15                 17177           35800            71297 
20                  6827           38497           120106 
25                     0           23493           201591 
30                     0               0           351690 

10 (Age 65)        15526           24283            37243 
</TABLE>

(1) Assumes no Policy loan has been made. Current mortality rates assumed. 
    Current mortality and expense risk charges, administrative charges, and 
    premium load assumed. 

If premiums are paid more frequently than annually, the Death Benefits, Total 
Account Values, and Cash Surrender Values would be less than those 
illustrated. 

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 Policy Owner's allocations, and the Fund's rates of 
return. The Total Account Value and Cash 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. 

                                      37 
<PAGE>
 
                              AetnaVest II Policy
                                  Table VIII 

                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1) 
                              MALE ISSUE AGE 55 
                        $4380.00 ANNUAL BASIC PREMIUM 
                                NONSMOKER RISK 
                             FACE AMOUNT $250,000 
                            DEATH BENEFIT OPTION 1 

<TABLE>
<CAPTION>
                  Premiums                     Death Benefit 
                Accumulated               Gross Annual Investment                           Total Account Value 
                     at                          Return of                              Annual Investment Return of 
   Policy       5% Interest    --------------------------------------------     --------------------------------------------- 
    Year          Per Year        Gross 0%       Gross 6%        Gross 12%       Gross 0%        Gross 6%        Gross 12% 
- ------------    ------------   ------------    ------------    ------------    ------------    ------------   -------------- 
<S>              <C>             <C>             <C>             <C>             <C>             <C>            <C>
 1                   4380          250000         250000          250000           1892            2070             2249 
 2                   8979          250000         250000          250000           3743            4221             4723 
 3                  13808          250000         250000          250000           5365            6264             7248 
 4                  18878          250000         250000          250000           6746            8178             9817 
 5                  24202          250000         250000          250000           7863            9933            12408 

 6                  29792          250000         250000          250000           8691           11494            15002 
 7                  35662          250000         250000          250000           9205           12824            17572 
 8                  41825          250000         250000          250000           9365           13870            20079 
 9                  48296          250000         250000          250000           9122           14568            22473 
10                  55091          250000         250000          250000           8426           14849            24697 

15                  94514               0         250000          250000              0            7292            31031 
20                 144829               0              0          250000              0               0            16952 
25                 209045               0              0               0              0               0                0 
30                 291002               0              0               0              0               0                0 

10 (Age 65)         55091          250000         250000          250000           8426           14849            24697 
</TABLE>

<TABLE>
<CAPTION>
                             Cash Surrender Value 
                         Annual Investment Return of 
   Policy        --------------------------------------------- 
    Year          Gross 0%        Gross 6%        Gross 12% 
- ------------    ------------   ------------    -------------- 
<S>               <C>            <C>              <C>
 1                     0               0                0 
 2                   287             765             1267 
 3                  1909            2808             3792 
 4                  3290            4722             6361 
 5                  4407            6477             8952 

 6                  5552            8355            11863 
 7                  6411           10030            14778 
 8                  6917           11422            17631 
 9                  7020           12466            20371 
10                  6669           13092            22940 

15                     0            7263            31002 
20                     0               0            16952 
25                     0               0                0 
30                     0               0                0 

10 (Age 65)         6669           13092            22940 
</TABLE>

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

If premiums are paid more frequently than annually, the Death Benefits, Total 
Account Values, and Cash Surrender Values would be less than those 
illustrated. 

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 Policy Owner's allocations, and the Fund's rates of 
return. The Total Account Value and Cash 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. 

                                      38 
<PAGE>
 
                              AetnaVest II Policy
                                   Table IX 

                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1) 
                             UNISEX ISSUE AGE 35 
                        $1350.00 ANNUAL BASIC PREMIUM 
                                NONSMOKER RISK 
                             FACE AMOUNT $250,000 
                            DEATH BENEFIT OPTION 1 

<TABLE>
<CAPTION>
                  Premiums                     Death Benefit 
                Accumulated               Gross Annual Investment                           Total Account Value 
                     at                          Return of                              Annual Investment Return of 
   Policy       5% Interest    --------------------------------------------     --------------------------------------------- 
    Year          Per Year        Gross 0%       Gross 6%        Gross 12%       Gross 0%        Gross 6%        Gross 12% 
- ------------    ------------   ------------    ------------    ------------    ------------    ------------   -------------- 
<S>              <C>             <C>             <C>             <C>             <C>             <C>            <C>
 1                  1350           250000         250000          250000            640             698              755 
 2                  2768           250000         250000          250000           1428            1589             1757 
 3                  4256           250000         250000          250000           2180            2495             2839 
 4                  5819           250000         250000          250000           2889            3410             4001 
 5                  7460           250000         250000          250000           3554            4333             5251 

 6                  9183           250000         250000          250000           4173            5260             6595 
 7                 10992           250000         250000          250000           4748            6193             8043 
 8                 12891           250000         250000          250000           5273            7126             9603 
 9                 14886           250000         250000          250000           5750            8061            11285 
10                 16980           250000         250000          250000           6175            8993            13100 

15                 29131           250000         250000          250000           7458           13521            24647 
20                 44639           250000         250000          250000           6945           17309            41837 
25                 64432           250000         250000          250000           3986           19421            68075 
30                 89692                0         250000          250000              0           18147           109359 

30 (Age 65)        89692                0         250000          250000              0           18147           109359 
</TABLE>

<TABLE>
<CAPTION>
                             Cash Surrender Value 
                         Annual Investment Return of 
   Policy        --------------------------------------------- 
    Year          Gross 0%        Gross 6%        Gross 12% 
- ------------    ------------   ------------    -------------- 
<S>                <C>            <C>             <C>
 1                     0               0                0 
 2                   138             299              467 
 3                   890            1205             1549 
 4                  1599            2120             2711 
 5                  2264            3043             3961 

 6                  3001            4088             5423 
 7                  3705            5150             7000 
 8                  4359            6212             8689 
 9                  4965            7276            10500 
10                  5519            8337            12444 

15                  7447           13510            24636 
20                  6945           17309            41837 
25                  3986           19421            68075 
30                     0           18147           109359 

30 (Age 65)            0           18147           109359 
</TABLE>

(1) Assumes no Policy loan has been made. Current mortality rates assumed. 
    Current expense risk charges, administrative charges, and premium load 
    assumed. 

If premiums are paid more frequently than annually, the Death Benefits, Total 
Account Values, and Cash Surrender Values would be less than those 
illustrated. 

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 Policy Owner's allocations, and the Fund's rates of 
return. The Total Account Value and Cash 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. 

                                      39 
<PAGE>
 
                              AetnaVest II Policy
                                   Table X 

                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1) 
                             UNISEX ISSUE AGE 35 
                        $1350.00 ANNUAL BASIC PREMIUM 
                                NONSMOKER RISK 
                             FACE AMOUNT $250,000 
                            DEATH BENEFIT OPTION 1 

<TABLE>
<CAPTION>
                  Premiums                     Death Benefit 
                Accumulated               Gross Annual Investment                           Total Account Value 
                     at                          Return of                              Annual Investment Return of 
   Policy       5% Interest    --------------------------------------------     --------------------------------------------- 
    Year          Per Year        Gross 0%       Gross 6%        Gross 12%       Gross 0%        Gross 6%        Gross 12% 
- ------------    ------------   ------------    ------------    ------------    ------------    ------------   -------------- 
<S>               <C>            <C>             <C>             <C>             <C>             <C>            <C>
 1                  1350           250000         250000          250000            603             659              714 
 2                  2768           250000         250000          250000           1351            1506             1667 
 3                  4256           250000         250000          250000           2061            2363             2691 
 4                  5819           250000         250000          250000           2726            3223             3785 
 5                  7460           250000         250000          250000           3345            4084             4955 

 6                  9183           250000         250000          250000           3917            4943             6206 
 7                 10992           250000         250000          250000           4434            5794             7539 
 8                 12891           250000         250000          250000           4901            6639             8965 
 9                 14886           250000         250000          250000           5309            7468            10484 
10                 16980           250000         250000          250000           5662            8283            12109 

15                 29131           250000         250000          250000           6398           11883            22010 
20                 44639           250000         250000          250000           4844           13857            35573 
25                 64432                0         250000          250000              0           11948            53639 
30                 89692                0         250000          250000              0            2155            77591 

30 (Age 65)        89692                0         250000          250000              0            2155            77591 
</TABLE>

<TABLE>
<CAPTION>
                             Cash Surrender Value 
                         Annual Investment Return of 
   Policy        --------------------------------------------- 
    Year          Gross 0%        Gross 6%        Gross 12% 
- ------------    ------------   ------------    -------------- 
<S>               <C>            <C>             <C>
 1                     0               0                0 
 2                    61             216              377 
 3                   771            1073             1401 
 4                  1436            1933             2495 
 5                  2055            2794             3665 

 6                  2745            3771             5034 
 7                  3391            4751             6496 
 8                  3987            5725             8051 
 9                  4524            6683             9699 
10                  5006            7627            11453 

15                  6387           11872            21999 
20                  4844           13857            35573 
25                     0           11948            53639 
30                     0            2155            77591 

30 (Age 65)            0            2155            77591 
</TABLE>

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

If premiums are paid more frequently than annually, the Death Benefits, Total 
Account Values, and Cash Surrender Values would be less than those 
illustrated. 

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 Policy Owner's allocations, and the Fund's rates of 
return. The Total Account Value and Cash 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. 

                                      40 
<PAGE>
 
                              AetnaVest II Policy
                                   Table XI 

                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1) 
                             UNISEX ISSUE AGE 55 
                        $4,200.00 ANNUAL BASIC PREMIUM 
                                NONSMOKER RISK 
                             FACE AMOUNT $250,000 
                            DEATH BENEFIT OPTION 1 

<TABLE>
<CAPTION>
                  Premiums                     Death Benefit 
                Accumulated               Gross Annual Investment                           Total Account Value 
                     at                          Return of                              Annual Investment Return of 
   Policy       5% Interest    --------------------------------------------     --------------------------------------------- 
    Year          Per Year        Gross 0%       Gross 6%        Gross 12%       Gross 0%        Gross 6%        Gross 12% 
- ------------    ------------   ------------    ------------    ------------    ------------    ------------   -------------- 
<S>               <C>            <C>             <C>             <C>             <C>             <C>            <C>
 1                   4200          250000         250000          250000            2253           2440             2629 
 2                   8610          250000         250000          250000            4541           5062             5609 
 3                  13241          250000         250000          250000            6697           7706             8806 
 4                  18103          250000         250000          250000            8710          10357            12229 
 5                  23208          250000         250000          250000           10572          13009            15896 

 6                  28568          250000         250000          250000           12276          15654            19829 
 7                  34196          250000         250000          250000           13819          18288            24057 
 8                  40106          250000         250000          250000           15187          20898            28601 
 9                  46312          250000         250000          250000           16371          23474            33494 
10                  52827          250000         250000          250000           17335          25978            38743 

15                  90630          250000         250000          250000           17825          36280            71278 
20                 138877          250000         250000          250000            8519          40053           120426 
25                 200454               0         250000          250000               0          28329           202666 
30                 279043               0              0          370462               0              0           352821 

10 (Age 65)         52827          250000         250000          250000           17335          25978            38743 
</TABLE>

<TABLE>
<CAPTION>
                             Cash Surrender Value 
                         Annual Investment Return of 
   Policy        --------------------------------------------- 
    Year          Gross 0%        Gross 6%        Gross 12% 
- ------------    ------------   ------------    -------------- 
<S>              <C>             <C>             <C>
 1                     0               0                0 
 2                  1229            1750             2297 
 3                  3385            4394             5494 
 4                  5398            7045             8917 
 5                  7260            9697            12584 

 6                  9268           12646            16821 
 7                 11142           15611            21380 
 8                 12841           18552            26255 
 9                 14356           21459            31479 
10                 15651           24294            37059 

15                 17797           36252            71250 
20                  8519           40053           120426 
25                     0           28329           202666 
30                     0               0           352821 

10 (Age 65)        15651           24294            37059 
</TABLE>

(1) Assumes no Policy loan has been made. Current mortality rates assumed. 
    Current expense risk charges, administrative charges, and premium load 
    assumed. 

If premiums are paid more frequently than annually, the Death Benefits, Total 
Account Values, and Cash Surrender Values would be less than those 
illustrated. 

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 Policy Owner's allocations, and the Fund's rates of 
return. The Total Account Value and Cash 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. 

                                      41 
<PAGE>
 
                              AetnaVest II Policy
                                  Table XII 

                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1) 
                             UNISEX ISSUE AGE 55 
                        $4,200.00 ANNUAL BASIC PREMIUM 
                                NONSMOKER RISK 
                             FACE AMOUNT $250,000 
                            DEATH BENEFIT OPTION 1 

<TABLE>
<CAPTION>
                  Premiums                     Death Benefit 
                Accumulated               Gross Annual Investment                           Total Account Value 
                     at                          Return of                              Annual Investment Return of 
   Policy       5% Interest    --------------------------------------------     --------------------------------------------- 
    Year          Per Year        Gross 0%       Gross 6%        Gross 12%       Gross 0%        Gross 6%        Gross 12% 
- ------------    ------------   ------------    ------------    ------------    ------------    ------------   -------------- 
<S>               <C>            <C>             <C>             <C>             <C>             <C>            <C>
 1                   4200          250000         250000          250000           1809            1979             2150 
 2                   8610          250000         250000          250000           3595            4053             4534 
 3                  13241          250000         250000          250000           5169            6032             6976 
 4                  18103          250000         250000          250000           6524            7900             9473 
 5                  23208          250000         250000          250000           7647            9639            12018 

 6                  28568          250000         250000          250000           8510           11211            14587 
 7                  34196          250000         250000          250000           9089           12584            17161 
 8                  40106          250000         250000          250000           9347           13708            19704 
 9                  46312          250000         250000          250000           9233           14519            22165 
10                  52827          250000         250000          250000           8701           14953            24496 

15                  90630               0         250000          250000              0            9185            32410 
20                 138877               0              0          250000              0               0            24109 
25                 200454               0              0               0              0               0                0 
30                 279043               0              0               0              0               0                0 

10 (Age 65)         52827          250000         250000          250000           8701           14953            24496 
</TABLE>

<TABLE>
<CAPTION>
                             Cash Surrender Value 
                         Annual Investment Return of 
   Policy        --------------------------------------------- 
    Year          Gross 0%        Gross 6%        Gross 12% 
- ------------    ------------   ------------    -------------- 
<S>               <C>            <C>              <C>
 1                     0               0                0 
 2                   283             741             1222 
 3                  1857            2720             3664 
 4                  3212            4588             6161 
 5                  4335            6327             8706 

 6                  5502            8203            11579 
 7                  6412            9907            14484 
 8                  7001           11362            17358 
 9                  7218           12504            20150 
10                  7017           13269            22812 

15                     0            9157            32382 
20                     0               0            24109 
25                     0               0                0 
30                     0               0                0 

10 (Age 65)         7017           13269            22812 
</TABLE>

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

If premiums are paid more frequently than annually, the Death Benefits, Total 
Account Values, and Cash Surrender Values would be less than those 
illustrated. 


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 Policy Owner's allocations, and the Fund's rates of 
return. The Total Account Value and Cash 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>
 
                              FINANCIAL STATEMENTS
                             VARIABLE LIFE ACCOUNT B

                                      Index

<TABLE>
<CAPTION>
<S>                                         <C>
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 
</TABLE>

                                     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>
<CAPTION>
<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>
 
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>
 
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>
<CAPTION>
<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-- 
(bullet) 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 
                                                                Value at    Value at     (Decrease) 
                                                               Beginning       End      in Value of 
                                                                   of          of       Accumulation 
                                                                 Period      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>
 
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) 
</TABLE>

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. 

                                      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) 

<TABLE>
<CAPTION>
                                     Amortized      Fair 
                                        Cost        Value 
                                       --------   --------- 
                                           (millions) 
<S>                                  <C>          <C>
Due to mature: 
One year or less                     $   348.8    $   351.1 
After one year through five years      2,100.2      2,159.5 
After five years through ten years     2,516.0      2,663.4 
After ten years                        2,315.0      2,573.2 
Mortgage-backed securities             3,682.5      3,977.4 
Other asset-backed securities            961.2        996.2 
                                        ------      ------- 
  Total                              $11,923.7    $12,720.8 
                                        ======      ======= 
</TABLE>

The Company engages in securities lending whereby certain securities from its
portfolio are loaned to other institutions for short periods of time. Cash
collateral, which is in excess of the market value of the loaned securities, is
deposited by the borrower with a lending agent, and retained and invested by the
lending agent to generate additional income for the Company. The market value of
the loaned securities is monitored on a daily basis with additional collateral
obtained or refunded as the market value fluctuates. At December 31, 1995, the
Company had loaned securities (which are reflected as invested assets on the
Consolidated Balance Sheets) with a market value of approximately $264.5
million.

At December 31, 1995 and 1994, debt securities carried at $7.4 million and $7.0
million, respectively, were on deposit as required by regulatory authorities.

The valuation reserve for mortgage loans was $3.1 million at December 31, 1994.
There was no valuation reserve for mortgage loans at December 31, 1995. The
carrying value of non-income producing investments was $0.1 million and $0.2
million at December 31, 1995 and 1994, respectively.


Investments in a single issuer, other than obligations of the U.S. government,
with a carrying value in excess of 10% of the Company's shareholder's equity at
December 31, 1995 are as follows:
<TABLE>
<CAPTION>
                                        Amortized      Fair 
Debt Securities                             Cost      Value 
                                           -------   -------- 
                                              (millions) 
<S>                                        <C>       <C>
General Electric Corporation               $314.9     $329.3 
General Motors Corporation                  273.9      284.5 
Associates Corporation of North 
  America                                   230.2      239.1 
Society National Bank                       203.5      222.3 
Ciesco, L.P.                                194.9      194.9 
Countrywide Funding                         171.2      172.7 
Baxter International                        168.9      168.9 
Time Warner                                 158.6      166.1 
Ford Motor Company                          156.7      162.6 
</TABLE>

                                     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) 

<TABLE>
<CAPTION>
                                    1995     1994      1993 
                                    ------    -----  -------- 
                                           (millions) 
<S>                                <C>       <C>     <C>
Debt securities                    $32.8     $1.0      $ 9.6 
Equity securities                    8.3      0.2        0.1 
Mortgage loans                       0.2      0.3       (0.2) 
                                     ----      ---      ------ 
Pretax realized capital gains      $41.3     $1.5      $ 9.5 
                                     ----      ---      ------ 
After-tax realized capital 
  gains                            $25.8     $1.0      $  6.2 
                                     ====      ===      ====== 
</TABLE>

Gross gains of $44.6 million, $26.6 million and $33.3 million and gross 
losses of $11.8 million, $25.6 million and $23.7 million were realized from 
the sales of investments in debt securities in 1995, 1994 and 1993, 
respectively. 

Changes in unrealized capital gains (losses), excluding changes in unrealized 
capital gains (losses) related to experience-rated contracts, for the years 
ended December 31, were as follows: 

<TABLE>
<CAPTION>
                                                            1995          1994          1993 
                                                         ---------    -----------    ----------- 
                                                                       (millions) 
<S>                                                      <C>          <C>            <C>
Debt securities                                            $255.9       $(242.1)       $164.3 
Equity securities                                            27.3         (13.3)         10.6 
Limited partnership                                           1.8          (1.8)         -- 
                                                            -------      ---------    --------- 
                                                            285.0        (257.2)        174.9 
Deferred federal income taxes (See Note 6)                  (36.5)         46.3          61.2 
                                                            -------      ---------    --------- 
Net change in unrealized capital gains (losses)            $321.5       $(303.5)       $113.7 
                                                            =======      =========    ========= 
</TABLE>

Net unrealized capital gains (losses) allocable to experience-rated contracts 
of $515.0 million and $104.1 million at December 31, 1995 and $(260.9) 
million and $(47.7) million at December 31, 1994 are reflected on the 
Consolidated Balance Sheet in Policyholders' Funds Left With the Company and 
Future Policy Benefits, respectively, and are not included in shareholder's 
equity. 

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

<TABLE>
<CAPTION>
                                         1995         1994         1993 
                                       ---------    --------   ----------- 
                                                    (millions) 
<S>                                    <C>          <C>        <C>
Debt securities 
 Gross unrealized capital gains         $179.3      $   27.4      $164.3 
 Gross unrealized capital losses          (1.3)      (105.2)        -- 
                                         -------      ------     --------- 
                                         178.0        (77.8)       164.3 
</TABLE>

                                     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) 

<TABLE>
<CAPTION>
                                             1995      1994      1993 
                                             -----    -------   ------ 
                                                    (millions) 
<S>                                        <C>       <C>        <C>
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 
                                              ===      =====      ==== 
</TABLE>

4. Net Investment Income 

   Sources of net investment income were as follows: 
<TABLE>
<CAPTION>
                                          1995      1994     1993 
                                         -------    -----   ------- 
                                                (millions) 
<S>                                    <C>        <C>       <C>
Debt securities                        $  891.5   $823.9    $828.0 
Preferred stock                             4.2      3.9       2.3 
Investment in affiliated mutual 
  funds                                    14.9      5.2       2.9 
Mortgage loans                              1.4      1.4       1.5 
Policy loans                               13.7     11.5      10.8 
Reinsurance loan to affiliate              46.5     51.5      53.3 
Cash equivalents                           38.9     29.5      16.8 
Other                                       8.4      6.7       7.7 
                                          -----      ---      ----- 
Gross investment income                 1,019.5    933.6     923.3 
Less investment expenses                  (15.2)   (16.4)    (11.4) 
                                          -----      ---      ----- 
Net investment income                  $1,004.3   $917.2    $911.9 
                                          =====      ===      ===== 
</TABLE>

   Net investment income includes amounts allocable to experience-rated 
   contractholders of $744.2 million, $677.1 million and $661.3 million for 
   the years ended December 31, 1995, 1994 and 1993, respectively. Interest 
   credited to contractholders is included in Current and Future Benefits. 

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: 

<TABLE>
<CAPTION>
                                        1995       1994        1993 
                                        -------    -------  --------- 
                                                 (millions) 
<S>                                    <C>        <C>       <C>
Current taxes (benefits): 
 Income from operations                           $ 
                                       $ 82.9       78.7      $ 87.1 
 Net realized capital gains              28.5      (33.2)       18.1 
                                         -----      -----      ------- 
                                        111.4       45.5       105.2 
                                         -----      -----      ------- 
Deferred taxes (benefits): 
 Income from operations                 (14.4)      (8.0)      (14.2) 
 Net realized capital gains             (12.9)      33.7       (14.8) 
                                         -----      -----      ------- 
                                        (27.3)      25.7       (29.0) 
                                         -----      -----      ------- 
  Total                                $ 84.1     $ 71.2      $ 76.2 
                                         =====      =====      ======= 
</TABLE>

   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) 

<TABLE>
<CAPTION>
                                                1995       1994        1993 
                                               -------    -------   --------- 
                                                         (millions) 
<S>                                            <C>        <C>       <C>
Income before federal income taxes             $260.0     $216.5      $219.1 
Tax rate                                           35%        35%         35% 
                                                 -----      -----      ------- 
Application of the tax rate                      91.0       75.8        76.7 
                                                 -----      -----      ------- 
Tax effect of: 
 Excludable dividends                            (9.3)      (8.6)       (8.7) 
 Tax reserve adjustments                          3.9        2.9         4.7 
 Reinsurance transaction                         (0.5)       1.9        (0.2) 
 Tax rate change on deferred liabilities         --         --           3.7 
 Other, net                                      (1.0)      (0.8)       -- 
                                                 -----      -----      ------- 
  Income tax expense                           $ 84.1     $ 71.2      $ 76.2 
                                                 =====      =====      ======= 
</TABLE>

The tax effects of temporary differences that give rise to deferred tax 
assets and deferred tax liabilities at December 31 are presented below: 
<TABLE>
<CAPTION>
                                                               1995      1994 
                                                               -----   ------- 
Deferred tax assets:                                              (millions) 
<S>                                                           <C>      <C>
Insurance reserves                                            $290.4    $211.5 
Net unrealized capital losses                                   --       136.3 
Unrealized gains allocable to experience-rated contracts       216.7      -- 
Investment losses not currently deductible                       7.3      15.5 
Postretirement benefits other than pensions                      7.7       8.4 
Other                                                           32.0      28.3 
                                                                 ---      ----- 
Total gross assets                                             554.1     400.0 
Less valuation allowance                                        --       136.3 
                                                                 ---      ----- 
Deferred tax assets, net of valuation                          554.1     263.7 

Deferred tax liabilities: 
Deferred policy acquisition costs                              433.0     385.2 
Unrealized losses allocable to experience-rated contracts       --       108.0 
Market discount                                                  4.4       3.6 
Net unrealized capital gains                                   288.2      -- 
Other                                                           (1.9)      0.4 
                                                                 ---      ----- 
Total gross liabilities                                        723.7     497.2 
                                                                 ---      ----- 
Net deferred tax liability                                    $169.6    $233.5 
                                                                 ===      ===== 
</TABLE>

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. 

<TABLE>
<CAPTION>
                                                             Assumed 
                                                 Ceded to      from 
                                       Direct     Other       Other       Net 
                                       Amount   Companies   Companies    Amount 
                                       ------    --------    --------   ------- 
                                                      (millions) 
<S>                                    <C>      <C>         <C>         <C>
1995 
 ---------------------------------- 
Premiums: 
 Life Insurance                        $ 28.8     $ 8.6       $28.0      $ 48.2 
 Accident and Health Insurance            7.5       7.5         --         -- 
 Annuities                               82.1       --          0.5        82.6 
                                         ----      ------      ------      ----- 
  Total earned premiums                $118.4     $16.1       $ 28.5     $130.8 
                                         ====      ======      ======      ===== 

1994 
 ---------------------------------- 
Premiums: 
 Life Insurance                        $ 27.3     $ 6.0       $ 32.8     $ 54.1 
 Accident and Health Insurance            9.3       9.3         --         -- 
 Annuities                               69.9       --          0.2        70.1 
                                         ----      ------      ------      ----- 
  Total earned premiums                $106.5     $15.3       $33.0      $124.2 
                                         ====      ======      ======      ===== 

1993 
 ---------------------------------- 
Premiums: 
 Life Insurance                       $  22.4     $ 5.6       $ 33.3     $ 50.1 
 Accident and Health Insurance           12.9      12.9         --         -- 
 Annuities                               31.3       --          0.7        32.0 
                                         ----      ------      ------      ----- 
  Total earned premiums                $ 66.6     $18.5       $34.0      $ 82.1 
                                         ====      ======      ======      ===== 
</TABLE>

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) 

<TABLE>
<CAPTION>
                                           1995                   1994 
                                     ------------------   -------------------- 
                                   Carrying      Fair    Carrying      Fair 
                                     Value      Value      Value       Value 
                                     -------    -------    -------   --------- 
                                                    (millions) 
<S>                               <C>        <C>        <C>          <C>
Assets: 
 Cash and cash equivalents        $   568.8  $   568.8  $   623.3    $   623.3 
 Short-term investments                15.1       15.1       98.0         98.0 
 Debt securities                   12,720.8   12,720.8   10,191.4     10,191.4 
 Equity securities                    257.6      257.6      229.1        229.1 
 Limited partnership                  --         --          24.4         24.4 
 Mortgage loans                        21.2       21.9        9.9          9.9 
Liabilities: 
 Investment contract 
  liabilities: 
  With a fixed maturity               989.1    1,001.2      826.7        833.5 
  Without a fixed maturity          9,511.0    9,298.4    8,122.6      7,918.2 
</TABLE>

   Fair value estimates are made at a specific point in time, based on 
   available market information and judgments about the financial instrument, 
   such as estimates of timing and amount of expected future cash flows. Such 
   estimates do not reflect any premium or discount that could result from 
   offering for sale at one time the Company's entire holdings of a 
   particular financial instrument, nor do they consider the tax impact of 
   the realization of unrealized gains or losses. In many cases, the fair 
   value estimates cannot be substantiated by comparison to independent 
   markets, nor can the disclosed value be realized in immediate settlement 
   of the instrument. In evaluating the Company's management of interest rate 
   and liquidity risk, the fair values of all assets and liabilities should 
   be taken into consideration, not only those above. 

   The following valuation methods and assumptions were used by the Company 
   in estimating the fair value of the above financial instruments: 

   Short-term instruments: Fair values are based on quoted market prices or 
   dealer quotations. Where quoted market prices are not available, the 
   carrying amounts reported in the Consolidated Balance Sheets approximates 
   fair value. Short-term instruments have a maturity date of one year or 
   less and include cash and cash equivalents, and short-term investments. 

   Debt and equity securities: Fair values are based on quoted market prices 
   or dealer quotations. Where quoted market prices or dealer quotations are 
   not available, fair value is estimated by using quoted market prices for 
   similar securities or discounted cash flow methods. 

   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: 

<TABLE>
<CAPTION>
                                             Amortized      Fair 
(Millions)                                      Cost       Value 
                                               -------   --------- 
<S>                                           <C>        <C>
Collateralized mortgage obligations           $2,383.9    $2,549.3 
Principal-only strips (included above)            38.7        50.0 
Interest-only strips (included above)             10.7        20.7 
Structured Notes (1)                              95.0       100.3 
</TABLE>

   (1) Represents non-leveraged instruments whose fair values and credit risk 
   are based on underlying securities, including fixed income securities and 
   interest rate swap agreements. 

11. Commitments and Contingent Liabilities 

   Commitments 

   Through the normal course of investment operations, the Company commits to 
   either purchase or sell securities or money market instruments at a 
   specified future date and at a specified price or yield. The inability of 
   counterparties to honor these commitments may result in either higher or 
   lower replacement cost. Also, there is likely to be a change in 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

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