AETNA LIFE INSURANCE & ANNUITY CO /CT
424B3, 1996-05-08
LIFE INSURANCE
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[Arrow]   Multi-Rate                         Prospectus Dated:
          Annuity                              May 1, 1996
          (MGA)



















                                  [Aetna logo]
                       Aetna Life Insurance and Annuity Company


64331-2


<PAGE>

                            AETNA MULTI-RATE ANNUITY

                   Aetna Life Insurance and Annuity Company 

                            151 Farmington Avenue 
                         Hartford, Connecticut 06156 

    This Prospectus describes certain single purchase payment modified 
guaranteed deferred annuity contracts offered by Aetna Life Insurance and 
Annuity Company ("Company"). The contracts are issued as individual or group 
contracts and allow you to earn interest and accumulate amounts on a tax 
deferred basis. The amounts you accumulate can be used to provide annuity 
payments or other benefits. 

    Individual contracts may be purchased directly or as a rollover 
Individual Retirement Annuity. Group contracts may be purchased for both 
qualified and non-qualified plans. Interests under a group contract will be 
evidenced by the issuance to you of a separate certificate. Individual 
contracts and certificates under group contracts are both referred to herein 
as the "Contract." This Prospectus should be read thoroughly before you 
purchase a Contract. 

    A minimum single purchase payment of at least $10,000 must accompany the 
application for a Contract. Under the Contracts, the Company sets various 
rates of interest ("Guaranteed Rates") that are paid for varying periods 
("Guaranteed Periods"). You choose the Guaranteed Period for which you would 
like to invest. At the end of that Guaranteed Period, you may reinvest your 
accumulated funds in another Guaranteed Period. Information concerning 
available Guaranteed Periods and Guaranteed Rates may be obtained by calling 
1-800-531-4547. 

    You may withdraw all or part of your accumulated funds at any time. 
Withdrawals prior to the end of a Guaranteed Period may be subject to a 
Market Value Adjustment and a surrender fee. Upon a full withdrawal, you 
could, therefore, receive less than your purchase payment. 

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

NO PERSON IS AUTHORIZED BY THE COMPANY TO GIVE INFORMATION OR TO MAKE ANY 
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION 
WITH THE OFFERS CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS DOES NOT 
CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT BE 
LAWFULLY MADE. 

THE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF OR GUARANTEED BY ANY BANK, 
NOR ARE THEY INSURED BY THE FDIC; THEY ARE SUBJECT TO INVESTMENT RISKS, 
INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED. 

                 The date of this Prospectus is May 1, 1996. 

<PAGE> 
                             AVAILABLE INFORMATION

    The Company is subject to the informational requirements of the 
Securities Exchange Act of 1934 ("Exchange Act"), and, in accordance 
therewith, files periodic reports and other information with the Securities 
and Exchange Commission (the "Commission"). Reports and other information 
concerning the Company may be inspected and copied at the public reference 
facilities of the Commission at 450 Fifth Street, N.W., Washington, D.C. 
20549 and at the Commission's regional offices located at Citicorp Center, 
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and at 7 
World Trade Center, Suite 1300, New York, New York 10048. Copies of such 
material also can be obtained by mail from the Public Reference Section of 
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at 
prescribed rates. 

    This Prospectus is accompanied by a copy of the Company's annual report 
on Form 10-K for the year ended December 31, 1995. Reference is made to Form 
10-K for a description of the Company and its business, including financial 
statements. 

    The Company intends to deliver to holders of outstanding Contracts 
account statements at least annually and such other periodic reports as may 
be required by law, but it is not anticipated that any such reports will 
include periodic financial statements or information concerning the Company. 

               INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

    The Company's latest Annual Report on Form 10-K, filed with the 
Commission pursuant to Section 15(d) of the Exchange Act, is incorporated by 
reference into this Prospectus and must accompany this Prospectus. The Form 
10-K contains additional information about the Company, including certified 
financial statements for the Company's latest fiscal year. No other reports 
have been filed by the Company pursuant to Section 13(a) or 15(d) of the 
Exchange Act since the end of the fiscal year covered by that Form 10-K. 

    The Company will provide without charge to each person to whom this 
Prospectus is delivered, on the written or oral request of any such person, a 
copy of any or all of the documents incorporated by reference in the 
Registration Statement of which this Prospectus forms a part other than 
exhibits to such documents unless such exhibits are specifically incorporated 
by reference into such documents. Requests should be directed to Aetna Life 
Insurance and Annuity Company, 151 Farmington Avenue, Hartford, Connecticut 
06156, telephone (800) 531-4547. 



                                       2
<PAGE>

TABLE OF CONTENTS 

<TABLE>
<CAPTION>
                                                                         Page 
<S>                                                                       <C>
AVAILABLE INFORMATION                                                       2 
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE                             2 
SPECIAL TERMS                                                               4 
SUMMARY INFORMATION                                                         5 
DESCRIPTION OF CONTRACTS                                                    7 
 The Application Process                                                    7 
 Free Look                                                                  7 
THE ACCUMULATION PERIOD                                                     7 
 Guaranteed Periods and Guaranteed Rates                                    7 
 Your Choices at the End of a Guaranteed Period                             8 
WITHDRAWALS AND SURRENDERS                                                  8 
 General                                                                    8 
 The Market Value Adjustment                                                9 
 Fees Applicable to Withdrawals                                             9 
 Special Withdrawals                                                       10 
 The Systematic Withdrawal Option                                          10 
 The Estate Conservation Option                                            10 
 The Nursing Home Waiver                                                   11 
 Payment Upon Withdrawal or Surrender                                      11 
CHARGES AND DEDUCTIONS                                                     11 
 Premium Taxes                                                             11 
 Maintenance Fees                                                          11 
DEATH BENEFIT                                                              11 
 Death Benefit Options Available to Your Beneficiary                       11 
ANNUITY PERIOD                                                             12 
 Selecting an Annuity Date                                                 12 
 Annuity Payments                                                          12 
 Annuity Options                                                           12 
 Payment Upon Death After Annuity Payments Begin                           13 
INVESTMENTS                                                                13 
PARTICIPANT AND BENEFICIARY RIGHTS AND PRIVILEGES                          14 
AMENDMENT OF THE CONTRACTS                                                 14 
DISTRIBUTION OF THE CONTRACTS                                              14 
FEDERAL INCOME TAXES                                                       14 
 The Company                                                               14 
 Taxes You or Others Pay--Non-Qualified Contracts                          15 
  Accumulation Period                                                      15 
  Annuity Payments                                                         15 
  Non-Natural Holders of a Non-Qualified Contract                          15 
  Withdrawals Before the Annuity Date                                      15 
  Penalty For Premature Withdrawals and Payments                           15 
  Partial Annuitization                                                    15 
  Distribution-At-Death Rules                                              16 
  Certain Tax-Free Exchanges                                               16 
 Taxes You or Others Pay--Qualified Contracts                              16 
  Contracts Purchased As A Rollover Individual Retirement Annuity          16 
  Withholding on Eligible Rollover Distributions                           16 
  Qualified Pension, Profit-Sharing Plans, or Annuity Plans                16 
  Tax Sheltered Annuities                                                  16 
  Withholding of Taxes                                                     17 
  See Your Own Tax Adviser                                                 17 
LEGAL MATTERS                                                              17 
EXPERTS                                                                    17 
FURTHER INFORMATION                                                        17 
INQUIRIES                                                                  17 
APPENDIX A: Calculating A Market Value Adjustment                         A-1 
</TABLE>



                                       3
<PAGE>

                                 SPECIAL TERMS

As used in this Prospectus, the following terms have the indicated meanings: 

Annuitant: The person whose life is measured for purposes of the duration of 
annuity payments or the payment of the death benefit. This individual is 
designated by you in your application. Prior to the Annuity Date you may 
request In Writing to change the designated Annuitant, but any such change is 
only effective if approved by the Company. 

Annuity Date: The date your annuity payments start under an annuity option 
you elect. This date may be any time after the first year of your Contract, 
and will be the later of the Annuitant's 85th birthday, or the tenth 
anniversary of your purchase payment, unless you elect otherwise. 

Annuity Option: The method you select for your annuity payments to be made. 

Beneficiary: The person(s) entitled to receive any payment from the Contract 
upon your death, the death of the Annuitant if not you, or the death of a 
joint holder, as applicable. This person is designated by you in your 
application. If a joint holder dies, the surviving joint holder will be 
deemed the designated Beneficiary, and any other Beneficiary on record will 
be treated as the contingent Beneficiary. 

Current Value: As of any given date, your purchase payment plus interest 
credited, less any amount withdrawn or used to provide annuity payments. The 
Current Value will also reflect any deduction for premium taxes, in the event 
such taxes are deducted from your purchase payment, and any deduction for 
maintenance fees, if such fees are applicable. 

Guaranteed Period: The period for which Guaranteed Rates are credited. 

Guaranteed Rate: The interest rate that we guarantee to pay during Guaranteed 
Periods. 

In Writing: A written form satisfactory to the Company and received at its 
offices addressed to: Aetna Life Insurance and Annuity Company, 151 
Farmington Avenue, Hartford, Connecticut 06156. 

Market Value Adjustment: An adjustment that may be made to the amount 
withdrawn from the Contract before the end of the Guaranteed Period. The 
adjustment reflects the change in the value of the investment due to changes 
in interest rates since the date of deposit and is computed using the formula 
given in the Contract. The adjustment is expressed as a percentage of each 
dollar being withdrawn. 

You: The person who owns and holds the Contract. You may have a joint holder, 
but only if such joint holder is your spouse. With respect to a group 
contract, "you" refers to the person or persons who has or have been issued a 
certificate under the group contract. Where there are joint holders of the 
Contract, each must join in making any request or election or to take any 
action pursuant to the Contract. 



                                       4
<PAGE>

                              SUMMARY INFORMATION

    The Contract is an annuity contract issued to you by the Company that 
allows you to invest and accumulate funds while deferring taxes on the 
interest you earn. 

    You make a single purchase payment for a Contract. The minimum purchase 
payment is $10,000. You may make larger payments, or you may buy more than 
one Contract. Purchase payments over $1,000,000 require the Company's prior 
approval. The interest rates that we guarantee are called Guaranteed Rates, 
and the fixed periods during which these rates are guaranteed are called 
Guaranteed Periods. 

    When you purchase a Contract, you select the Guaranteed Period you want 
from among those the Company then offers. Except as described below, your 
purchase payment will earn interest at the Guaranteed Rate for the duration 
of the Guaranteed Period you select. Guaranteed Periods always start on the 
first business day of the month. During the period of time between the date 
your purchase payment is credited and the start of the Guaranteed Period you 
select, your purchase payment earns interest at the Guaranteed Rate 
applicable to the Guaranteed Period you selected. The Guaranteed Rates 
offered will never be less than the minimum guaranteed interest rate stated 
in the Contract. Guaranteed Periods are offered at the Company's discretion 
for various lengths of time ranging up to and including ten years. You may 
divide your single purchase payment among any of the various Guaranteed 
Periods that we offer, but you must invest at least $1,000 in any single 
Guaranteed Period selected. 

    Except for Contracts issued in the State of New York, for Guaranteed 
Periods of greater than one year, more than one Guaranteed Rate may be 
applicable during a Guaranteed Period. For example, a Guaranteed Period of 
five years may apply one Guaranteed Rate for the first year, a different 
Guaranteed Rate for the next two years, and a third Guaranteed Rate for the 
last two years. 

    Prior to the end of any Guaranteed Period, you can elect to reinvest the 
current value of your Contract in another Guaranteed Period then available, 
withdraw all or part of your current value, or choose to start your annuity 
payments, subject to certain restrictions. The Company will notify you at 
least 18 calendar days before the end of any Guaranteed Period in which you 
have current value. If you make no election, the current value of your 
Contract automatically will be reinvested for a Guaranteed Period equal to 
the one just completed, or if not available, the next shortest Guaranteed 
Period then available. If no such shorter Guaranteed Period is available, the 
next longest Guaranteed Period will be used. 

    THE COMPANY'S MANAGEMENT WILL MAKE THE FINAL DETERMINATION AS TO 
GUARANTEED RATES TO BE DECLARED. THE COMPANY CANNOT PREDICT NOR CAN THE 
COMPANY GUARANTEE WHAT THE GUARANTEED RATES WILL BE FOR FUTURE GUARANTEED 
PERIODS UNTIL SUCH RATES ARE DECLARED. (See "Guaranteed Periods and 
Guaranteed Rates.") 

    You may withdraw all or part of your Contract's current value at anytime. 
However, such withdrawals may be subject to a Market Value Adjustment, 
surrender fee, a deduction for premium taxes and maintenance fees, and/or 
federal income taxes and tax penalties. 

    A Market Value Adjustment is an adjustment applied to any amounts you 
withdraw prior to the end of your Guaranteed Period. The Market Value 
Adjustment may increase or decrease the amount of your withdrawal. The Market 
Value Adjustment reflects the change in value of your investment in a 
Guaranteed Period due to changes in interest rates since the start of that 
Guaranteed Period. Generally, when interest rates decrease, the Market Value 
Adjustment amount is positive. Conversely, when interest rates increase, the 
Market Value Adjustment amount is negative. If interest rates increase, the 
amount you receive upon the withdrawal of the current value of your Contract 
before the end of the Guaranteed Period could be less than the amount you 
invested at the start of the Guaranteed Period. The amount of the Market 
Value Adjustment is determined by using the formula described in Appendix A. 
The Market Value Adjustment does not apply to Systematic Withdrawals or 
withdrawals under the Estate Conservation Option, but it is applicable to 
Special Withdrawals and withdrawals under the Nursing Home Waiver. The Market 
Value Adjustment also does not apply to amounts withdrawn at the end of your 
Guaranteed Period, provided that five days prior to the end of that 
Guaranteed Period we receive notice of the withdrawal In Writing. (See 
"Market Value Adjustment" and "The Systematic Withdrawal Option.") 

    Except as described below, a surrender fee is imposed on any amount of 
your purchase payment withdrawn during the first seven years of your 
Contract. For purposes of this fee it is assumed that you are withdrawing all 
or a portion of your purchase payment first, not your earnings. The amount of 
the surrender fee is initially 7%, and declines periodically thereafter to 0% 
after the seventh year. The surrender fee is not applicable to any amounts 
withdrawn at the end of a Guaranteed Period if appropriate notice has been 
given. The surrender fee is also not applicable to any amounts used to 
provide annuity payments. 

    After you own your Contract for one year, you are entitled to one Special 
Withdrawal per year, up to a maximum amount equal to 10% of the current value 
of your Contract at the time of your withdrawal. Also, if the current value 
of your Contract meets the minimum dollar amounts established by the Company, 
you can arrange a program of Systematic Withdrawals. Systematic 



                                       5
<PAGE>

Withdrawals allow you to withdraw specified amounts or percentages of your 
Contract's current value or to withdraw amounts over specified time periods 
that you determine. Similarly, for Contracts purchased as Individual 
Retirement Annuities, if you are at least age 70-1/2 and the current value of 
your Contract meets the minimum dollar amounts established by the Company, 
you can arrange a program of annual withdrawals through the Estate 
Conservation Option. This option is designed to provide annual payments in an 
amount equal to the minimum distribution that is required to be withdrawn 
each year under the federal tax laws. Surrender fees do not apply to Special 
Withdrawals, Systematic Withdrawals or withdrawals under the Estate 
Conservation Option or the Nursing Home Waiver, but such withdrawals may be 
subject to taxes, penalties and withholding taxes. (See "Federal Income 
Taxes.") 

    Under certain emergency conditions, the Company may defer payment of any 
withdrawal, including surrenders, for a period not exceeding six months from 
the date of receipt of a surrender request. 

    You choose when you want your annuity payments to start. Your annuity 
payments can start any time after the first year of your Contract, upon your 
selection of an annuity option. You may use all or part of the current value 
of your Contract to provide annuity payments. If your annuity payments start 
before the end of your Guaranteed Period, a Market Value Adjustment may be 
applied to any amounts used to start annuity payments. The annuity option you 
select also determines the number, amount and frequency of your annuity 
payments. Your annuity payments can be for a fixed period of time, for your 
life, for the life of another person you select, or for the joint lives of 
you and another person. 

    The Contract also provides a death benefit, which is paid if you or the 
annuitant die before your annuity payments start. The amount of the death 
benefit equals the current value of your Contract, provided that the death 
benefit is paid within six months of the death of the annuitant. If paid 
after six months of the date of death of the annuitant, or if paid upon your 
death and you are not the annuitant, the death benefit equals the current 
value of your Contract as adjusted by any applicable Market Value Adjustment. 
Additionally, if you die and you are not the annuitant, the death benefit 
payable will be subject to a surrender fee, if applicable. In certain 
circumstances, your beneficiary or joint holder may have the option to 
continue the Contract rather than receiving the death benefit. 

    The Company currently pays all state and local premium taxes on your 
Contract when due. The Company recovers applicable taxes paid on your behalf 
by deducting an appropriate amount from the current value of your Contract 
when annuity payments start, or earlier upon surrender of your Contract. 
Currently, such taxes range up to 3.5% of the amount of current value of the 
Contract used for annuity payments. The Company reserves the right to deduct 
premium taxes at any time from your purchase payment or from the current 
value of your Contract based upon the Company's determination of when such 
tax is due. 



                                       6
<PAGE>

                            DESCRIPTION OF CONTRACTS

The Application Process 
    To begin the application process, you must submit a completed application 
and your purchase payment to the Company for approval. The minimum purchase 
payment is $10,000. The Company retains the right to limit the amount of the 
maximum purchase payment, and all purchase payments over $1,000,000 require 
the Company's approval. You may not make any additional purchase payments 
under an existing Contract. However, additional Contracts may be purchased by 
eligible persons at the then prevailing Guaranteed Rates and terms. 

    The Company will accept or reject an application within two business days 
of its receipt. If the application is incomplete, the Company may hold it and 
any accompanying purchase payment for five days. A purchase payment may be 
held for longer periods only with your consent, pending acceptance of the 
application. If the application is accepted, a Contract will be issued to 
you. If the application is rejected, the application and any purchase payment 
will be returned to you. 

    If your application is properly completed and accepted by the Company, 
your purchase payment becomes part of the Company's general assets and is 
credited to an account established for you. The Company will confirm the 
crediting of your purchase payment In Writing within five business days of 
receipt of your properly completed application. You start earning interest on 
your purchase payment beginning on the effective date of your Contract, which 
is the date your purchase payment is credited. 

    A Contract may be purchased as a rollover Individual Retirement Annuity 
by transferring amounts previously accumulated (rollover amounts) under 
another Individual Retirement Annuity or an Individual Retirement Account 
under Section 408 of the Internal Revenue Code of 1986 ("Tax Code"), or a 
retirement plan qualified under Section 401 or 403 of the Tax Code. 

    The Company reserves the right to reject an application and, in such 
case, any purchase payment will be returned to you without interest. The 
Company will deliver your Contract within a reasonable time after receipt and 
acceptance of your properly completed application and purchase payment. 

Free Look 
    You may cancel your Contract within ten days of receiving it (or as 
otherwise provided by state law) by giving Aetna written notice and returning 
your Contract. Upon cancellation, the Company will return your purchase 
payment to you within seven days after it receives your notice of 
cancellation. 

                           THE ACCUMULATION PERIOD 

Guaranteed Periods and Guaranteed Rates 
    In your application you select the Guaranteed Period you want from among 
those Guaranteed Periods the Company then offers. Your purchase payment earns 
interest at the Guaranteed Rate applicable to that Guaranteed Period. 
Guaranteed Periods always start on the first business day of the month. 
During the period of time between the date your purchase payment is credited 
and the start of the Guaranteed Period you selected, your purchase payment 
earns interest at the Guaranteed Rate applicable to the Guaranteed Period you 
selected. Guaranteed Periods are offered at the Company's discretion for 
various lengths of time ranging up to and including ten years. You may divide 
your single purchase payment among any of the various Guaranteed Periods that 
we offer, but you must invest at least $1,000 in any single Guaranteed Period 
selected, and not less than $10,000 in all Guaranteed Periods selected. 
Except for Contracts issued in the State of New York, for Guaranteed Periods 
of greater than one year more than one Guaranteed Rate may be applicable 
during one Guaranteed Period. For example, a Guaranteed Period of five years 
may apply one Guaranteed Rate for the first year, a different Guaranteed Rate 
for the next two years, and a third Guaranteed Rate for the last two years. 

    All Guaranteed Rates are stated in terms of effective annual rate of 
return; that is, a Guaranteed Rate reflects a full year's interest. Interest 
you earn is credited daily at a rate that will provide the guaranteed 
effective rate of return over the period of one year assuming no surrenders. 
Guaranteed Rates will never be less than the minimum guaranteed interest rate 
stated in the Contract. The Company reserves the right to offer, from time to 
time, Guaranteed Rates to prospective investors that are higher than those 
offered to current Contract owners with respect to Guaranteed Periods of the 
same duration. 

    The example below shows how interest will be credited to you during each 
Guaranteed Period. The hypothetical interest rate used in this example is 
illustrative only and is not intended to predict future Guaranteed Rates to 
be offered under the Contract. Actual Guaranteed Rates offered may be more or 
less than those shown. The example assumes no withdrawals of any amount 
during the entire seven year Guaranteed Period illustrated. Accordingly, the 
example does not give effect to any Market Value 



                                       7
<PAGE>

Adjustment, surrender fee, deduction for premium taxes and maintenance fees, 
or federal income taxes or possible tax penalties. (See "Withdrawals and 
Surrenders," "The Market Value Adjustment," and "Premium Taxes," below, and 
"Federal Income Taxes.") 

             Example of Interest Crediting at the Guaranteed Rate 
<TABLE>
<CAPTION>
<S>                 <C>
Purchase Payment:   $20,000 
Guaranteed Period:  7 years 
Guaranteed Rate:    6.00% per annum 
</TABLE>

    The Guaranteed Rate is applied in this example by using the following 
formula: 1 + the Guaranteed Rate = 1.06. 

Current Value at end of Contract Year 1 = $21,200.00 ($20,000.00 x 1.06) 
Current Value at end of Contract Year 2 = $22,472.00 ($21,200.00 x 1.06) 
Current Value at end of Contract Year 3 = $23,820.32 ($22,472.00 x 1.06) 
Current Value at end of Contract Year 4 = $25,249.54 ($23,820.32 x 1.06) 
Current Value at end of Contract Year 5 = $26,764.51 ($25,249.54 x 1.06) 
Current Value at end of Contract Year 6 = $28,370.38 ($26,764.51 x 1.06) 
Current Value at End of Guaranteed Period = $30,072.61 ($28,370.38 x 1.06) 
Total Interest Credited in Guaranteed Period = $10,072.61 ($30,072.61 - 
$20,000) 

    The Company will determine the Guaranteed Rates it offers periodically at 
its sole discretion. The Company has no specific formula for determining the 
rate of interest that it will declare as future Guaranteed Rates. The 
determination of Guaranteed Rates will reflect interest rates available on 
the types of debt instruments in which the Company intends to invest the 
proceeds attributable to the Contracts. (See "Investments.") The Company's 
management will also consider various other factors in determining Guaranteed 
Rates for a given Guaranteed Period, such as regulatory and tax requirements, 
sales commissions and administrative expenses, general economic trends, and 
competitive factors. The Company's management will make the final 
determination as to Guaranteed Rates to be offered. The Company cannot 
predict nor guarantee future levels of guaranteed interest rates above a 
contractually guaranteed minimum rate nor guarantee what rates will be 
offered in the future. 

Your Choices at the End of a Guaranteed Period 
    At least 18 calendar days prior to the end of a Guaranteed Period under 
your Contract, the Company will send you a notice that your Guaranteed Period 
is about to end. At the end of your Guaranteed Period, you can do three 
things with the amount you have accumulated for that Guaranteed Period: (1) 
reinvest all or part of it in another Guaranteed Period; (2) withdraw all or 
part of it; or (3) use all or part of it to start your annuity payments. 
These choices also can be used in combination. For example, you could 
withdraw part of the amount you have accumulated, and reinvest the balance; 
or reinvest part, and use the balance to start annuity payments. Each of 
these choices has certain consequences, which you should consider carefully. 
(See "Withdrawals and Surrenders," below, and "Annuity Period" and "Federal 
Income Taxes.") 

    Once you decide what you want to do with the Current Value for that 
Guaranteed Period, you must advise the Company of your decision In Writing by 
completing an election form. To be effective, your completed election form 
must be received by the Company In Writing at least five days prior to the 
end of the Guaranteed Period to which it applies. If you decide you want to 
reinvest the Current Value of your Contract for a Guaranteed Period of the 
same duration as the one just ending, you need not take any action. 

    IF THE COMPANY DOES NOT RECEIVE YOUR PROPERLY COMPLETED ELECTION FORM IN 
TIME, YOUR CURRENT VALUE AT THE END OF THE GUARANTEED PERIOD WILL BE 
AUTOMATICALLY REINVESTED FOR A GUARANTEED PERIOD EQUAL TO THE GUARANTEED 
PERIOD JUST ENDED. If no such Guaranteed Period is then being offered, the 
Guaranteed Period with the next shortest duration will be used. If no such 
shorter Guaranteed Period is available, the next longest Guaranteed Period 
will be used. Your Current Value will then earn interest at the Guaranteed 
Rate applicable to the Guaranteed Period automatically selected for you. The 
Company will mail a confirmation statement to you the next business day after 
the completion of your just ended Guaranteed Period advising you of the new 
Guaranteed Period and Guaranteed Rate. 

                          Withdrawals and Surrenders 

General 

    At any time prior to the time your annuity payments start, you may 
surrender all or part of the Current Value of your Contract. If, after any 
partial withdrawal, the Current Value of your contract is less than $2,500, 
the Company may terminate your Contract upon 90 days notice and refund the 
remaining balance to you. If you withdraw all of your Current Value, you must 
surrender your Contract. To make a partial or full withdrawal, you must 
properly complete a withdrawal request or surrender form provided 



                                       8
<PAGE>

by the Company, and submit it to the Company In Writing. All withdrawals may 
be subject to a Market Value Adjustment, a surrender fee, a deduction for 
premium taxes and maintenance fees, and federal income taxes and tax 
penalties. All applicable fees and deductions are deducted from the amount of 
your withdrawal in accordance with the terms of your Contract. Any Market 
Value Adjustment applicable to your withdrawal may either increase or 
decrease the amount paid to you. (See "Market Value Adjustment," below.) 
Accordingly, if you request that you receive a specific dollar amount upon 
withdrawal, the amount actually withdrawn from your Contract may be more or 
less than the requested dollar amount. The Company will, upon request, inform 
you in advance of the amount payable upon a withdrawal. Amounts are withdrawn 
on a pro rata basis from each of the Guaranteed Periods under the Contract. 

The Market Value Adjustment 
    The amount payable upon a withdrawal before the end of a Guaranteed 
Period may be increased or decreased by the application of the Market Value 
Adjustment. When applicable, the Market Value Adjustment is applied to the 
amount withdrawn. If your annuity payments start before the end of your 
Guaranteed Period, a Market Value Adjustment may be applied to any amounts 
used to start annuity payments. The Market Value Adjustment will not be 
applied to Systematic Withdrawals, to withdrawals under the Estate 
Conservation Option or to a death benefit payable on death of Annuitant if 
paid within six months of the Annuitant's death. The Market Value Adjustment 
also does not apply to amounts withdrawn at the end of your Guaranteed 
Period, provided that five days prior to the end of that Guaranteed Period we 
receive notice of the withdrawal In Writing. 

    The Market Value Adjustment reflects the change in the value of your 
investment due to changes in interest rates since the start of the Guaranteed 
Period under your Contract. When interest rates increase, the Market Value 
Adjustment amount is negative. Conversely, when interest rates decrease, the 
Market Value Adjustment amount is positive. Because a Market Value Adjustment 
can be positive or negative, it may increase or decrease the amount of your 
withdrawal before the end of a Guaranteed Period. 

    The Company imposes a Market Value Adjustment for several reasons. Upon 
withdrawal of money from your Contract, the Company may need to liquidate 
certain assets or use existing cash flow that would otherwise be available to 
invest at current interest rates. The assets that are liquidated may be sold 
at a profit or a loss, depending upon market conditions. This profit or loss 
could affect the determination of Guaranteed Rates. (See "Guaranteed Periods 
and Guaranteed Rates," above.) To lessen this impact, certain withdrawals are 
subject to a Market Value Adjustment. 

    For an explanation of how the Market Value Adjustment is calculated, see 
Appendix A. 

Fees Applicable to Withdrawals 
    Upon any withdrawal, a surrender fee of up to 7% may be deducted from the 
amount withdrawn, depending on the length of time that has passed since your 
initial purchase payment was credited. The surrender fee only applies to the 
amount of your purchase payment withdrawn, but for purposes of this fee it is 
assumed that you are withdrawing all or a portion of your purchase payment 
first, not your earnings. This assumption, however, does not apply for tax 
purposes. (See "Federal Income Taxes.") The chart below indicates the 
percentage fee applied to amounts you withdraw. 

<TABLE>
<CAPTION>
                                  Surrender Fee 
<S>                          <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
Years since initial 
payment credited:            0      1      2      3      4      5      6      7 

Fee as a percentage 
of payment withdrawn:        7%     7%     6%     6%     5%     4%     2%     0% 
</TABLE>

    The surrender fee and Market Value Adjustment are waived and not 
applicable to any amounts withdrawn at the end of a Guaranteed Period, 
provided that five days prior to the end of that Guaranteed Period we receive 
notice of the withdrawal In Writing. The surrender fee and Market Value 
Adjustment, however, remain applicable to any amount you reinvest for another 
Guaranteed Period. For purposes of applying the surrender fee, all time 
periods are measured from the date your initial purchase payment is credited, 
even if you reinvest all or part of your Current Value in another Guaranteed 
Period. Once the surrender fee declines to 0%, it is no longer applicable, 
regardless of how long you own your Contract. 

    For example, assume that the first Guaranteed Period you select is for 5 
years. Further assume that at the end of this 5 year Guaranteed Period, you 
decide to reinvest the Current Value of your Contract for another Guaranteed 
Period of 4 years. Assume you then make a withdrawal (but not a Special 
Withdrawal, as described below) during the second year of the new Guaranteed 



                                       9
<PAGE>

Period. Because six years have passed since your purchase payment was 
credited, you would pay a 2% surrender fee, even though you could have 
withdrawn all or part of the Current Value of your Contract at the end of the 
first 5 year Guaranteed Period without paying a surrender fee. However, if 
you make a withdrawal during the third year of the new Guaranteed Period, or 
anytime thereafter, you would pay no surrender fee, because seven years would 
have passed since your purchase payment was credited. 

    If you surrender your Contract and the Current Value is less than $2,500, 
the surrender fee will be waived, provided you have not withdrawn any amounts 
within the prior 12 months. The surrender fee is also waived if the Company 
terminates your Contract because its Current Value is less than $2,500. In 
both cases, a Market Value Adjustment will be applied, and a deduction will 
be made for any premium taxes and maintenance fees, if applicable. 

Special Withdrawals 
    After you own your Contract for one year, you have the opportunity to 
make one Special Withdrawal per year without paying a surrender fee unless 
you have elected "SWO" or "ECO" described below. The maximum amount of the 
Special Withdrawal equals 10% of the Current Value of your Contract at the 
time the Company receives your withdrawal request In Writing. This 
opportunity is only available for the first withdrawal of each year, and all 
subsequent withdrawals during that year will be subject to the surrender fee, 
even if you did not withdraw the full 10% with your first withdrawal. If your 
first withdrawal for the year is in excess of 10% of the Current Value of 
your Contract, only the excess amount is subject to a surrender fee. A Market 
Value Adjustment is applicable to any amounts that you withdraw, and you also 
may be required to pay taxes and tax penalties. (See "Federal Income Taxes.") 

The Systematic Withdrawal Option 
    If the Current Value of your Contract meets the minimum dollar amounts 
established by the Company, you can elect a program of automated partial 
withdrawals through the Systematic Withdrawal Option ("SWO"). SWO allows you 
to withdraw either a specified amount or a percentage of your Contract's 
value, or to withdraw amounts over a specified time period that you 
determine, within certain limits described in your Contract. SWO payments can 
be made on a monthly or quarterly basis, and the amount of each payment is 
determined by dividing the designated annual amount by the number of payments 
due each calendar year. SWO payments are withdrawn pro rata from each of the 
Guaranteed Periods under your Contract. 

    SWO is available under three payment methods: the specified percentage 
method, the specified payment method, and the specified period method. The 
terms and conditions applicable to each of these payment methods are 
described in your Contract. 

    Under a Contract purchased as a rollover Individual Retirement Annuity, 
if the SWO payment for any year is less than the minimum required 
distribution under the Tax Code, the SWO payment will be increased to an 
amount equal to the minimum distribution amount. 

    If you participate in SWO, you may not utilize a Special Withdrawal to 
make additional withdrawals from your Contract. Once elected, SWO may be 
canceled at any time by submitting a request In Writing to the Company. 
However, once canceled, SWO may not be elected again by you or your spousal 
Beneficiary. The Company reserves the right to change the terms of SWO for 
future elections and to discontinue the availability of this option upon 
notice. The Company also reserves the right to establish the date when you 
may first elect SWO. 

    The Market Value Adjustment and surrender fees do not apply to 
withdrawals received under SWO, but you may be required to pay taxes and tax 
penalties on any amounts that you withdraw. (See "Federal Income Taxes.") 

The Estate Conservation Option 
    If your Contract was purchased as a rollover Individual Retirement 
Annuity, you are at least age 70-1/2 and the Current Value of your Contract 
meets the minimum dollar amounts established by the Company, you can arrange 
a program of annual partial withdrawals through the Estate Conservation 
Option ("ECO"). ECO is designed to provide annual payments in an amount equal 
to the minimum distribution that is required to be withdrawn each year under 
the Tax Code. ECO payments are withdrawn pro rata from each of the Guaranteed 
Periods under your Contract. The Company will, upon request, inform you in 
advance of the amount payable under ECO. 

    The Market Value Adjustment does not apply to withdrawals received under 
ECO, and surrender fees also are not applicable. You will be required to pay 
taxes on any amounts that you withdraw. (See "Federal Income Taxes.") 

    If you participate in ECO, you may not utilize a Special Withdrawal to 
make additional withdrawals from your Contract. Once elected, ECO may be 
canceled at any time by submitting a request In Writing to the Company. 
However, once canceled, 



                                       10
<PAGE>

ECO may not be elected again until 36 months have elapsed. The Company 
reserves the right to change the terms of ECO for future elections and to 
discontinue the availability of this option upon notice. 

The Nursing Home Waiver 
    The Nursing Home Waiver provides that if you have owned your Contract for 
over one year, and the Annuitant has spent at least 45 consecutive days in a 
licensed nursing care facility, then the surrender fee will be waived if you 
withdraw any portion of the Current Value of your Contract within three years 
of the Annuitant's admission to such licensed nursing care facility. The 
Market Value Adjustment applies to withdrawals under the Nursing Home Waiver, 
and you also may be required to pay taxes and tax penalties on any amounts 
that you withdraw. (See "Federal Income Taxes.") The Nursing Home Waiver may 
not be available in all states and does not apply if the Annuitant was in a 
licensed nursing care facility when you purchased your Contract. 

Payment Upon Withdrawal or Surrender 
    Under certain emergency conditions, the Company may defer payment of any 
withdrawal for a period not exceeding six months from date of receipt of a 
withdrawal request. 

                            CHARGES AND DEDUCTIONS 

Premium Taxes 
    Several states and local governments impose a premium or similar tax on 
annuities. Currently, such taxes range up to 3.5% of either your purchase 
payment or the amount accumulated in your Contract that you use for annuity 
payments. The Company initially will pay all state-imposed premium or similar 
taxes applicable to your Contract. These taxes will be deducted from the 
amounts that you use for annuity payments immediately prior to the time your 
annuity payments begin. If you surrender your Contract, or at your death your 
Beneficiary elects to receive a lump sum distribution, a charge will be 
deducted for any premium taxes paid on your behalf for which the Company has 
not been reimbursed. The Company reserves the right to deduct premium taxes 
at any time from your purchase payment or from the Current Value of your 
Contract based upon the Company's determination of when such tax is due. In 
the event that premium taxes are deducted from your purchase payment, the 
amount invested in a Guaranteed Period will be equal to the amount of your 
purchase payment reduced by any applicable premium tax. 

Maintenance Fees 
    Prior to the time your annuity payments start, an annual maintenance fee 
may be deducted from the Current Value of your Contract on each anniversary 
of your Contract's effective date and upon the surrender of your Contract. 
The terms and conditions under which the maintenance fee may be deducted are 
stated in your Contract. 

                                Death Benefit 

    In your application to purchase a Contract, you will select a 
Beneficiary. If you or the Annuitant die before annuity payments begin, a 
death benefit will be paid to your Beneficiary in accordance with the terms 
of your Contract. If a joint holder dies, the surviving joint holder will be 
deemed the designated Beneficiary, and any other Beneficiary on record will 
be treated as the contingent Beneficiary. If the Contract holder is not a 
natural person, the death benefit will be payable at the death of the 
Annuitant or upon any change of the Annuitant. 

    The amount of the death benefit equals the Current Value of your 
Contract, provided that the death benefit is paid within six months of the 
death of the Annuitant. If the death benefit is paid after six months of the 
date of death of the Annuitant, or if paid upon your death and you are not 
the Annuitant, it equals the Current Value of your contract as adjusted by 
any applicable Market Value Adjustment. Additionally, if you die and you are 
not the Annuitant, the death benefit payable will be subject to a surrender 
fee, if applicable. The death benefit is calculated as of the date of receipt 
of notification In Writing of due proof of death and the Beneficiary's claim. 
In certain circumstances, your Beneficiary or joint holder may have the 
option to continue the Contract rather than receiving the death benefit. 

    You may change the Beneficiary you previously designated at any time by 
submitting notice In Writing to the Company. The change will not be effective 
until received and recorded by the Company. 

Death Benefit Options Available to Your Beneficiary 
    If you die before annuity payments begin, or, if the Contract holder is 
not a natural person and the Annuitant dies before annuity payments begin, 
any Beneficiary under the Contract who is an individual has several options 
for receiving payment of the death benefit. The death benefit may be paid in 
one lump sum payment, or all or part of such amounts may be used to start 



                                       11
<PAGE>

annuity payments using the Annuity Options available under the Contract. 
Unless the designated Beneficiary is your spouse, all death benefits paid as 
a lump sum must be distributed within five years of the date of death. If the 
Beneficiary elects to receive a lump sum payment, a charge will be deducted 
for any premium taxes paid on your behalf for which the Company has not been 
reimbursed. A spousal Beneficiary also may elect to exercise all rights under 
the Contract. 

    If you are an individual who is not the Annuitant, and the Annuitant 
dies, your Beneficiary may elect either to apply all of the death benefit 
amount to any Annuity Option available under the Contract within 60 days of 
the date of death, or to receive such amount as a lump sum payment. 

                                Annuity Period 

Selecting an Annuity Date 
    You select the Annuity Date for your Contract, which is the date you want 
your annuity payments to start under an Annuity Option that you select. This 
date may be any time after the first year of your Contract, and will be the 
later of the Annuitant's 85th birthday or the tenth anniversary of your 
purchase payment, unless you elect otherwise. 

    You can change your Annuity Date by notifying the Company In Writing at 
least 30 days before your annuity payments are to begin. 

    Regardless of your Annuity Date, your annuity payments will not begin 
until you have selected an Annuity Option. Failure to select an Annuity 
Option on your Annuity Date, or postponement of the Annuity Date past the 
later of the Annuitant's 85th birthday or the tenth anniversary of your 
purchase payment, may have adverse tax consequences. You should consult with 
a qualified tax adviser if you are considering either of these courses of 
action. 

Annuity Payments 
    You may apply all or a portion of the Current Value of your Contract to 
provide annuity payments. Annuity payments are made to you unless you request 
otherwise. You can request that we send annuity payments to any person you 
name, or have the payments deposited directly in any bank account. After your 
death, we will send any annuity payments still due to the Beneficiary you 
have selected. You may be required to pay taxes on portions of the annuity 
payments you receive. (See "Federal Income Taxes.") 

    Annuity payments are made monthly unless you request that annuity 
payments be made quarterly, semi-annually or annually. You may change your 
request In Writing at any time. The amount of each annuity payment depends on 
how much of your Current Value, less applicable premium taxes, you use to 
start your annuity payments, and the Annuity Option that you elect. No 
election may be made that would result in a first annuity payment of less 
than $50 or total yearly annuity payments of less than $250. If the amount 
you have accumulated in your Contract as of the Annuity Date is insufficient 
to elect an Annuity Option for the minimum amount specified, you will receive 
a lump sum payment. After any two full consecutive years, measured from the 
anniversary of the effective date of your Contract, and upon 90 days notice 
to you, the Company may terminate a rollover Individual Retirement Annuity 
Contract if the paid-up benefit at maturity would be less than $20 per month. 
Instead of electing annuity payments, you may request that the Company make a 
lump sum payment. No surrender fee will be applied to any amounts used to 
start annuity payments, although a Market Value Adjustment may be applicable. 

Annuity Options 
    You can elect to have your annuity payments made: 

    (1) for the life of your designated Annuitant or joint Annuitant; 

    (2) for the life of the Annuitant but guaranteed for a minimum of 5, 10, 
        15 or 20 years; 

    (3) for the life of two Annuitants; or 

    (4) for a stated period of time (10 to 30 years). 

    You must notify the Company In Writing of the Annuity Option elected at 
least 30 days prior to the Annuity Date. You may change your election at any 
time up to 30 days before your annuity payments start. If your annuity 
payments start before the end of your Guaranteed Period, a Market Value 
Adjustment will be applied to any amounts used to start annuity payments. If 
the Annuity Option selected is one of the first three listed above (i.e., a 
lifetime annuity), only a positive Market Value Adjustment will be applied. 
Once you elect for annuity payments to begin, you may not elect to instead 
receive a lump sum payment. 



                                       12
<PAGE>

If you choose an annuity for life but guaranteed for a minimum number of 
years, when the annuity payments start, the age of the Annuitant plus the 
number of years for which payments are guaranteed must not exceed 95. 
Additionally, federal income tax requirements currently applicable to 
Individual Retirement Annuities provide that the period of years guaranteed 
may not be any greater than the joint life expectancies of the payee and his 
or her designated Beneficiary. 

    Further, if you choose an annuity for the life of two Annuitants, annuity 
payments will continue until both Annuitants have died. When this Annuity 
Option is chosen, you must choose one of the following: 

    (1) 100% of the payment to continue after the first death; 

    (2) 66-2/3% of the payment to continue after the first death; 

    (3) 50% of the payment to continue after the first death; 

    (4) Payments for a minimum of 120 months, with 100% of the payment to 
        continue after the first death; or 

    (5) 100% of the payment to continue at the death of the second Annuitant 
        and 50% of the payment to continue at the death of the Annuitant. 

Payment Upon Death After Annuity Payments Begin 
    Upon the death of either the Annuitant or the surviving joint Annuitant 
after annuity payments start, the amount payable, if any, to your Beneficiary 
depends on the Annuity Option currently in force. Any amounts payable must be 
paid at least as rapidly as under the method of distribution in effect at the 
Annuitant's death. 

    If you die after annuity payments start and you are not the Annuitant, 
any remaining payments will continue to be made to your Beneficiary at least 
as rapidly as under the method of distribution in effect at your death. 

                                 INVESTMENTS 

    Purchase payments received under the Contracts and allocated to 
Guaranteed Periods will be invested by the Company under the laws of the 
State of Connecticut. You have no priority claims on, or participation in the 
performance of, such assets. All such assets are the property of the Company 
and available to meet the guarantees under the Contracts and the general 
obligations of the Company. 

    The assets of the Company will be invested in accordance with the 
requirements established by applicable state laws regarding the nature and 
quality of investments that may be made by life insurance companies and the 
percentage of their assets that may be committed to any particular type of 
investment. In general, these laws permit investments, within specified 
limits and subject to certain qualifications, in federal, state, and 
municipal obligations, corporate bonds, preferred and common stocks, real 
estate mortgages, and certain other investments. 

    The Company has no specific formula for establishing the Guaranteed Rates 
for the Guaranteed Periods. The Company expects the rates to be influenced 
by, but not necessarily correspond to, the yields on the fixed income 
securities to be acquired with amounts that are allocated to the Guaranteed 
Periods at the time that the Guaranteed Rates are established. 

    The Company intends to invest in assets which, in the aggregate, have 
characteristics, especially cash flow patterns, reasonably related to the 
characteristics of the liabilities. Various immunization techniques will be 
used to achieve the objective of close aggregate matching of assets and 
liabilities. The Company will primarily invest in investment-grade fixed 
income securities including: 

    (bullet) Securities issued by the United States Government or its 
             agencies or instrumentalities, which issues may or may not be 
             guaranteed by the United States Government. 

    (bullet) Debt securities that are rated, at the time of purchase, within 
             the four highest grades assigned by Moody's Investors Services, 
             Inc. (Aaa, Aa, A or Baa) or Standard & Poor's Corporation (AAA, 
             AA, A or BBB) or any other nationally recognized rating 
             organizations. 

    (bullet) Other debt instruments, including, but not limited to, issues of 
             or guaranteed by banks or bank holding companies and of 
             corporations, which obligations, although not rated by Moody's, 
             Standard & Poor's, or other nationally recognized rating 
             organizations, are deemed by the Company's management to have an 
             investment quality comparable to securities which may be 
             purchased as stated above. 

    (bullet) Commercial paper, cash or cash equivalents, and other short-term 
             investments having a maturity of less than one year which are 
             considered by the Company's management to have investment 
             quality comparable to securities which may be purchased as 
             stated above. 



                                       13
<PAGE>

     In addition, the Company may invest in futures and options. Financial
futures and related options thereon and options on securities are purchased
solely for nonspeculative hedging purposes. In the event the securities prices
are anticipated to decline, the Company may sell a futures contract or purchase
a put option on futures or securities to protect the value of securities it
holds. Similarly, if securities prices are expected to rise, the Company may
purchase a futures contract or a call option thereon against anticipated
positive cash flow or may purchase options on securities.

WHILE THE FOREGOING GENERALLY DESCRIBES THE COMPANY'S INVESTMENT STRATEGY, 
THE COMPANY IS NOT OBLIGATED TO INVEST THE ASSETS ATTRIBUTABLE TO THE 
CONTRACTS ACCORDING TO ANY PARTICULAR STRATEGY, EXCEPT AS MAY BE REQUIRED BY 
CONNECTICUT AND OTHER STATE INSURANCE LAWS, NOR WILL THE GUARANTEED RATES THE 
COMPANY ESTABLISHES NECESSARILY RELATE TO THE INVESTMENT PERFORMANCE THE 
COMPANY EXPERIENCES. 

              PARTICIPANT AND BENEFICIARY RIGHTS AND PRIVILEGES 

    You have the sole and absolute power to exercise all rights and 
privileges under the Contract, except as otherwise provided by the Contract. 
Your rights under the Contract may be assigned or transferred. The Company 
will not be bound by an assignment unless and until notice of such assignment 
is submitted In Writing and such assignment is accepted by the Company. The 
Company assumes no responsibility for the validity or effect of any 
assignment. The Company reserves the right not to accept any assignment or 
transfer to a nonnatural person. In some cases, an assignment may have 
adverse tax consequences. You should consult a tax adviser regarding the 
consequences of an assignment. 

                          AMENDMENT OF THE CONTRACTS 

    Only an authorized officer of the Company may change the terms of the 
Contract. The Company will notify you In Writing of any such change. The 
Company reserves the right to modify the Contract to meet the requirements of 
applicable state or federal laws or regulations. 

                        DISTRIBUTION OF THE CONTRACTS 

    The Company will serve as the underwriter of the securities being sold by 
this Prospectus. The Company is registered as a broker-dealer with the 
Securities and Exchange Commission and is a member of the National 
Association of Securities Dealers, Inc. ("NASD"). As underwriter, the Company 
will contract with one or more other registered broker-dealers who are NASD 
members ("Distributors") to offer and sell the Contracts. Sales compensation 
paid to Distributors will not exceed 6-1/2 percent of the purchase payment 
made for a Contract. Alternatively, the Company may pay asset-based sales 
compensation annually to Distributors that will not exceed 1-1/4 percent of 
the assets held under a Contract. At its discretion, the Company may also pay 
sales compensation to Dealers based on both a percentage of the purchase 
payment and the assets held annually under a Contract. From time to time, 
customers of certain Broker-Dealers and other entities may be offered special 
initial Guaranteed Rates and negotiated commissions. The Company and one or 
more affiliates may also sell the Contracts directly. All registered 
representatives of the Distributors must also be licensed as insurance agents 
to sell the Contracts. 

    The Company may also contract with independent third party broker-dealers 
who will act as wholesalers by assisting the Company in finding 
broker-dealers interested in acting as Distributors of the Contract. These 
wholesalers may also provide training, marketing and other sales related 
functions for the Company and the Distributors and may provide certain 
administrative services to the Company in connection with the Contracts. The 
Company may pay such wholesalers compensation based on purchase payments for 
the Contracts purchased through Distributors selected by the wholesaler. 

    The Company may also designate third parties to provide services in 
connection with the Contracts such as reviewing applications for completeness 
and compliance with insurance requirements and providing the Distributors 
with approved marketing material, prospectuses or other supplies. These 
parties will also receive payments based on purchase payments for their 
services, to the extent such payments are allowed by applicable securities 
laws and NASD rules. All costs and expenses related to these services will be 
paid by the Company. 

                             FEDERAL INCOME TAXES 

The Company 
    The Company is taxed as a life insurance company under the Tax Code. The 
assets underlying the Contracts will be owned by the Company. The income 
earned on such assets will be the Company's income. 



                                       14
<PAGE>

     The Company assumes no responsibility for determining whether a particular
individual retirement annuity plan satisfies the applicable requirements of the
Tax Code or whether a particular person is eligible for such a plan.

Taxes You or Others Pay--Non-Qualified Contracts 
    Non-qualified Contracts are those used other than in connection with a 
rollover Individual Retirement Annuity or tax-favored retirement program such 
as an employee benefit plan. 
Accumulation Period 

    The Contracts are considered annuity contracts under Section 72 of the 
Tax Code. Currently, no Federal income tax is payable on increases in the 
value of the Contract (such as interest credited to you) until payments are 
made to you or another payee under such Contract. However, a Contract owned 
other than by a natural person is not generally an annuity for tax purposes 
and any increase in value thereunder is currently taxable as ordinary income. 
Annuity Payments 

    Annuity payments are in part taxable to you or another payee as ordinary 
income, and in part nontaxable. The nontaxable portion of each annuity 
payment is that portion of your purchase payment returned to you. This 
nontaxable portion is determined by dividing the "investment in the contract" 
(generally, your purchase payment with certain adjustments) by the amount of 
"expected return" during the time that periodic payments are to be made, and 
then multiplying by the amount of the payment. The balance of the annuity 
payment is taxable. 
Non-Natural Holders of a Non-Qualified Contract 

    If you are not a natural person, a Non-qualified Contract is not treated 
as an annuity for income tax purposes and the "income on the contract" for 
the taxable year is currently taxable as ordinary income. "Income on the 
contract" is any increase over the year in the amount payable upon the 
withdrawal of all or any portion of the Current Value, adjusted for amounts 
previously distributed and amounts previously included in income. There are 
some exceptions to the rule, and a non-natural person should consult with its 
tax adviser prior to purchasing this Contract. A non-natural person exempt 
from federal income taxes should consult with its tax adviser regarding 
treatment of "income on the contract" for purposes of the unrelated business 
income tax. 
Withdrawals Before the Annuity Date 

    Partial withdrawals prior to the Annuity Date, other than those used to 
provide annuity payments, and total surrenders at any time, will be taxable 
to you as ordinary income to the extent that the Contract's Current Value 
exceeds your "investment in the contract" at that time. For tax purposes, it 
is assumed that you are withdrawing all or a portion of your earnings first, 
not your purchase payment. 

    If you assign or pledge any part of your Current Value, the value so 
pledged or assigned is treated like a withdrawal for tax purposes. Transfer 
of ownership without full and adequate consideration is treated for income 
tax purposes as a taxable surrender of the Contract. Transfers between 
spouses or incident to divorce are not subject to this rule. 

    The tax treatment of withdrawals from each Contract may be affected if 
you own other annuity contracts issued by us (or our affiliates) that were 
purchased on or after October 21, 1988. (See the Contract Prospectus.) 
Penalty For Premature Withdrawals and Payments 

    In addition to being included in ordinary income, the taxable portion of 
any withdrawal or payment made before you reach age 59-1/2 may be subject to 
a 10 percent penalty tax. The penalty tax does not apply to, among other 
things, payments made on account of your death or becoming disabled, or to 
payments made in substantially equal periodic payments, not less than 
annually, over the life (or life expectancy) of the payee or over the joint 
lives (or life expectancies) of the payee and a designated Beneficiary. 
Partial Annuitization 

    Prior to the Annuity Date, you may withdraw a portion of your Account 
Value and use it to provide annuity payments, while leaving the remaining 
portion of your Account Value invested in one or more Guaranteed Periods. The 
Tax Code and the regulations thereunder do not specifically address the tax 
treatment applicable to payments provided pursuant to the exercise of this 
type of option. The Company takes the position that payments provided 
pursuant to this option are taxable as annuity payments, and not as a 
withdrawal. However, because the tax treatment of such payments is currently 
unclear, you should consult with a qualified tax adviser if you are 
considering a partial annuitization of your Contract. 



                                       15
<PAGE>

     Distribution-At-Death Rules

    In order to be treated for tax purposes as a non-qualified annuity 
Contract, a non-qualified Contract must provide the following two 
distribution rules: (a) if you die on or after the Annuity Date, and before 
the entire interest in the Contract has been distributed, the remainder of 
your interest will be distributed at least as quickly as the method in effect 
on your death; and (b) if you die before the Annuity Date, your entire 
interest must generally be distributed within five years after the date of 
death, or if the interest is payable to a designated Beneficiary, such 
interest must be annuitized over the life of that Beneficiary or a period not 
extending beyond the life expectancy of that Beneficiary, beginning within 
one year after the date of death. A "designated Beneficiary" is any 
individual designated as a Beneficiary by you. If the designated Beneficiary 
is your spouse, the Contract (together with the deferral of tax on the 
accrued and future income thereunder) may be continued in the name of the 
spouse. 

    Where the holder of the Contract is not an individual, the primary 
Annuitant is considered the owner, solely for the purpose of the 
distribution-at-death rules. The primary Annuitant is the individual the 
events in whose life are of primary importance in affecting the timing and 
payment under a Contract. In addition, when the holder of the Contract is not 
an individual, a change in the primary Annuitant is treated as the death of 
the holder of the Contract. 
Certain Tax-Free Exchanges 

    Section 1035 of the Tax Code provides generally that no gain or loss will 
be recognized under the exchange of a life insurance, endowment or annuity 
contract for an annuity contract. Thus, a properly completed exchange from 
one of these types of products into a Contract pursuant to the special 
annuity contract exchange form the Company provides for this purpose is not 
generally a taxable event under the Tax Code, and the investment in the 
Contract will be the same as in the exchanged product. 

    Because of the complexity of these and other tax aspects in connection 
with an exchange, a tax adviser should be consulted before any exchange is 
made. 

Taxes You or Others Pay--Qualified Contracts 
    Contracts may also be used with several types of tax-favored retirement 
programs, such as a rollover Individual Retirement Annuity or an employee 
benefit plan. The tax rules applicable to participants in such programs vary 
according to the type of program and the terms and conditions of the program 
itself. 
Contracts Purchased As A Rollover Individual Retirement Annuity 

    The Contract may be purchased as a rollover Individual Retirement 
Annuity, by transferring amounts previously accumulated (rollover amounts) 
under another Individual Retirement Annuity, an Individual Retirement Account 
(as defined by the Tax Code), or a retirement plan qualified under Sections 
401 or 403 of the Tax Code. 

    For Contracts purchased as a rollover Individual Retirement Annuity, the 
Tax Code requires that minimum distributions must begin no later than April 1 
of the year following the year in which you attain age 70-1/2. When payments 
under an Individual Retirement Annuity Contract are made in the form of an 
annuity, or in a single sum such as on surrender of the Contract or by 
withdrawal, the entire payment is generally taxed as ordinary income. As in 
the case of non-qualified Contracts, certain distributions, such as those 
made prior to your reaching 59-1/2, may be subject to a 10% penalty. 
Withholding on Eligible Rollover Distributions 

    If you wish to rollover your entire Current Value to or from a rollover 
Individual Retirement Annuity, you should have it paid directly to the 
successor plan. Otherwise, your distribution will be subject to 20% 
withholding. Consult a qualified tax adviser before taking such a 
distribution. 
Qualified Pension, Profit-Sharing Plans, or Annuity Plans 

    Sections 401(a) and 403(a) of the Tax Code permit corporate employers and 
self-employed individuals to establish various types of retirement plans for 
employees. Such retirement plans may permit the purchase of Contracts to 
provide benefits thereunder. The plan trustee must be the Contract holder and 
Beneficiary of Contracts used in such plans. The Tax Code contains 
requirements with respect to commencement of minimum distributions and 
premature withdrawals similar to those applicable to rollover Individual 
Retirement Annuities. 
Tax Sheltered Annuities 

    Tax Code Section 403(b) permits the purchase of Contracts by employees of 
public schools and certain charitable, educational and scientific 
organizations described in Tax Code Section 501(c)(3). These qualifying 
employers may make contributions to the Contracts for the benefit of their 
employees. Such contributions are not includible in the gross income of the 
employee until the 



                                       16
<PAGE>

employee receives distributions from the Contract. The amount of 
contributions to the Contract used in connection with Tax Code Section 403(b) 
is limited to certain maximums imposed by the Tax Code. Furthermore, the Tax 
Code sets forth additional restrictions governing such items as 
transferability, distributions, non-discrimination and withdrawals. The Tax 
Code contains requirements with respect to commencement of minimum 
distributions and premature withdrawals similar to those applicable to 
rollover Individual Retirement Annuities. 
Withholding of Taxes 

    The Company is obligated to withhold taxes from certain payments unless 
the recipient elects otherwise. The withholding rate varies depending upon 
the nature and the amount of the distribution. The Company will notify you or 
another payee in advance of the first payment of his or her right to elect 
out of withholding and furnish a form on which the election may be made. Any 
election must be received by the Company In Writing in advance of the payment 
in order to avoid withholding. 
See Your Own Tax Adviser 

    The above description of Federal income tax consequences of owning a 
Contract and of the qualified retirement plans which may be funded by the 
Contracts is only a brief summary and is not intended as tax advice. The tax 
rules applicable to the Contracts and to tax qualified plans are extremely 
complex and often difficult to understand. Anything less than full compliance 
with the applicable rules, all of which are subject to change from time to 
time, can have adverse tax consequences. The taxation of an Annuitant or 
other payee has become so complex and confusing that great care must be taken 
to avoid adverse tax consequences. For further information you should consult 
a qualified tax adviser. 

                                LEGAL MATTERS 

    The validity of the interests under the Contracts offered hereby has been 
passed upon for the Company by Susan E. Bryant, Esq. 

                                   EXPERTS 

    The consolidated financial statements of the Company and related 
consolidated financial statement schedules as of December 31, 1995 and 1994, 
and for each of the years in the three-year period ended December 31, 1995, 
have been incorporated by reference herein to the Company's Form 10-K for the 
year ended December 31, 1995 upon the reports of KPMG Peat Marwick LLP, 
independent certified public accountants, and upon the authority of said firm 
as experts in accounting and auditing. 

    The reports of KPMG Peat Marwick LLP on the above-mentioned consolidated 
financial statements and related consolidated financial statement schedules 
refer to a change in 1993 in the Company's methods of accounting for certain 
investments in debt and equity securities. 

                             FURTHER INFORMATION 

    This Prospectus does not contain all of the information contained in the 
registration statement of which the Prospectus is a part, and certain 
portions of the registration statement have been omitted pursuant to the 
rules and regulations of the Securities and Exchange Commission. The 
information so omitted may be obtained from the offices of the Commission, as 
set forth under "Available Information," upon payment of the prescribed fee. 

                                  INQUIRIES 

    You may direct inquiries by writing directly to us at the address shown 
on the cover page of this Prospectus or by calling 1-800-531-4547. 



                                       17
<PAGE>

                                   APPENDIX A

                    CALCULATING A MARKET VALUE ADJUSTMENT 

The Market Value Adjustment Formula 

The mathematical formula used to determine the Market Value Adjustment is: 

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

Where: 

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

Explanation of the Market Value Adjustment Formula 
    The Market Value Adjustment essentially involves a comparison of two 
yields: the yield available at the start of the current Guaranteed Period of 
your Contract (the "Deposit Period Yield") and the yield currently available 
(the "Current Yield"). An adjustment is needed to reflect the period of time 
remaining in the Guaranteed Period of your contract. 

    The Market Value Adjustment depends on the relationship of the Deposit 
Period Yield of U.S. Treasury Notes that mature in the last quarter of the 
Guaranteed Period, to the Current Yield of such U.S. Treasury Notes at the 
time of withdrawal. In general, if the Current Yield is the lesser of the 
two, the Market Value Adjustment will decrease the amount withdrawn from the 
Contract to satisfy the withdrawal request; if the Current Yield is the 
higher of the two, the Market Value Adjustment will increase the amount 
withdrawn from the Contract to satisfy the withdrawal request. As a result of 
the Market Value Adjustment imposed, the amount withdrawn from the Contract 
prior to the Maturity Date may be less than the amount paid into the 
Contract. 

    To determine the Deposit Period Yield and the Current Yield, certain 
information must be obtained about the prices of outstanding U.S. Treasury 
issues. This information may be found each business day in publications such 
as The Wall Street Journal. This newspaper publishes the yield-to-maturity 
percentages for all Treasury Notes as of the preceding business day. These 
percentages are used in determining the Deposit Period Yield and the Current 
Yield for the Market Value Adjustment calculation. 

Deposit Period Yield 
    Determining the Deposit Period Yield in the Market Value Adjustment 
calculation involves consideration of interest rates prevailing at the start 
of the Guaranteed Period from which the withdrawal will be made. First, the 
Treasury Notes that mature in the last three months of the Guaranteed Period 
are identified, and then, the yield-to-maturity percentages of these Treasury 
Notes for the last business day of each week in the "Deposit Period" are 
determined. The resulting percentages are then averaged to determine the 
Deposit Period Yield. The Deposit Period is the period of time during which 
the purchase payment or any reinvestment may be made to available Guaranteed 
Periods. A Deposit Period may be a month, a calendar quarter, or any other 
period of time specified by the Company. 

Current Yield 
    To determine the Current Yield, use the same Treasury Notes identified 
for the Deposit Period Yield: Treasury Notes that mature in the last three 
months of the Guaranteed Period. However, the yield-to-maturity percentages 
used are those for the last business day of the week preceding the 
withdrawal. Average these percentages to determine the Current Yield. 

    The following are examples of Market Value Adjustment ("MVA") 
calculations using several hypothetical Deposit Period Yields and Current 
Yields. These examples do not include the effect of any surrender fee that 
may be assessed under the Contract upon withdrawal. 



                                      A-1
<PAGE>

EXAMPLE I 

Assumptions: 

    i, the Deposit Period Yield, is 8% 
    j, the Current Yield, is 10% 
    x, the number of days remaining (computed from Wednesday of the week of 
       withdrawal) in the Guaranteed Period, is 927. 

    MVA = (1+i) x 
          ----- 365 
          (1+j) 

        = 1.08 927 
          ---- 365 
          1.10 

        = .9545 

    In this example the Deposit Period Yield of 8% is less than the Current 
Yield of 10%, therefore, the Market Value Adjustment is less than 1. The 
amount withdrawn from the Guaranteed Period is multiplied by this Market 
Value Adjustment. 

    If a withdrawal of a stated percentage is requested, the value withdrawn 
from a Guaranteed Period will reflect the deduction of the negative Market 
Value Adjustment amount. However, if a withdrawal request of a specific 
dollar amount is requested, the amount withdrawn from a Guaranteed Period 
will be increased to compensate for the negative Market Value Adjustment 
amount. For example, a withdrawal request to receive a check for $2,000 would 
result in a $2,095.34 withdrawal from the Guaranteed Period. 

Assumptions: 

    i, the Deposit Period Yield, is 5% 
    j, the Current Yield, is 6% 
    x, the number of days remaining (computed from Wednesday of the week of 
       withdrawal) in the Guaranteed Period, is 927. 

    MVA = (1+i) x 
          ----- 365 
          (1+j) 

        = 1.05 927 
          ---- 365 
          1.06 

        = .9762 

    In this example the Deposit Period Yield of 5% is less than the Current 
Yield of 6%, therefore, the Market Value Adjustment is less than 1. The 
amount withdrawn from the Guaranteed Period is multiplied by this Market 
Value Adjustment. 

    If a withdrawal of a stated percentage is requested, the value withdrawn 
from a Guaranteed Period will reflect the deduction of the negative Market 
Value Adjustment amount. However, if a withdrawal request of a specific 
dollar amount is requested, the amount withdrawn from a Guaranteed Period 
will be increased to compensate for the negative Market Value Adjustment 
amount. For example, a withdrawal request to receive a check for $2,000 would 
result in a $2,048.76 withdrawal from the Guaranteed Period. 



                                      A-2
<PAGE>

EXAMPLE II 

Assumptions: 

    i, the Deposit Period Yield, is 10% 
    j, the Current Yield, is 8% 
    x, the number of days remaining (computed from Wednesday of the week of 
       withdrawal) in the Guaranteed Period, is 927. 

    MVA = (1+i) x 
          ----- 365 
          (1+j) 

        = 1.10 927 
          ---- 365 
          1.08 

        = 1.0477 

    In this example the Deposit Period Yield of 10% is greater than the 
Current Yield of 8%, therefore, the Market Value Adjustment is greater than 
1. The amount withdrawn from the Guaranteed Period is multiplied by this 
Market Value Adjustment. 

    If a withdrawal of a stated percentage is requested, the value withdrawn 
from a Guaranteed Period will reflect the addition of the positive Market 
Value Adjustment amount. However, if a withdrawal request of a specific 
dollar amount is requested, the amount withdrawn from a Guaranteed Period 
will be decreased to reflect the positive Market Value Adjustment amount. For 
example, a withdrawal request to receive a check for $2,000 would result in a 
$1,908.94 withdrawal from the Guaranteed Period. 

Assumptions: 

    i, the Deposit Period Yield, is 5% 
    j, the Current Yield, is 4% 
    x, the number of days remaining (computed from Wednesday of the week of 
withdrawal) in the Guaranteed Period, is 927. 

    MVA = (1+i) x
          ----- 365 
          (1+j) 

        = 1.05 927 
          ---- 365 
          1.04

        = 1.0246 

    In this example the Deposit Period Yield of 5% is greater than the 
Current Yield of 4%, therefore, the Market Value Adjustment is greater than 
1. The amount withdrawn from the Guaranteed Period is multiplied by this 
Market Value Adjustment. 

    If a withdrawal of a stated percentage is requested, the value withdrawn 
from a Guaranteed Period will reflect the addition of the positive Market 
Value Adjustment amount. However, if a withdrawal of a specific dollar amount 
is requested, the amount withdrawn from a Guaranteed Period will be decreased 
to reflect the positive Market Value Adjustment amount. For example, a 
withdrawal request to receive a check for $2,000 would result in a $1,951.98 
withdrawal from the Guaranteed Period. 



                                      A-3
<PAGE>

[This page intentionally left blank.] 

<PAGE> 

[This page intentionally left blank.] 

<PAGE> 
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549 
                                  Form 10-K 

             Annual Report Pursuant to Section 13 or 15(d) of the 
                       Securities Exchange Act of 1934 

 The registrant meets the conditions set forth in General Instruction J(1)(a) 
                                  and (b) of 
   Form 10-K and is therefore filing this Form with the reduced disclosure 
                                   format. 

                 For the fiscal year ended December 31, 1995 

                       Commission file number 33-23376 

                   Aetna Life Insurance and Annuity Company 
            (Exact name of registrant as specified in its charter) 

                  Connecticut                           71-0294708 
         (State or other jurisdiction of             (I.R.S. Employer 
         incorporation or organization)            Identification No.) 

 151 Farmington Avenue, Hartford, Connecticut             06156 
    (Address of principal executive offices)            (ZIP Code) 

      Registrant's telephone number, including area code (860) 273-0978 

       Securities registered pursuant to Section 12(b) of the Act: None 

       Securities registered pursuant to Section 12(g) of the Act: None 

    Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days. 
  Yes X  No 

    Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this Form 
10-K or any amendment to this Form 10-K. 
  [X] 

    As of February 29, 1996 there were 55,000 shares of common stock 
outstanding, par value $50 per share, all of which shares were held by Aetna 
Retirement Services, Inc. 

                     Documents Incorporated by Reference 

    Certain portions of Aetna Life and Casualty Company's 1994 Proxy 
Statement filed on March 18, 1994, its 1992 Form 10-K filed on March 17, 1993 
and its 1993 Form 10-K filed on March 18, 1994 are incorporated by reference 
into Part IV of this report. 

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

                     Annual Report For 1995 on Form 10-K 
                              TABLE OF CONTENTS 

<TABLE>
<CAPTION>
<S>           <C>                                                                               <C>
 PART I                                                                                          PAGE 
                                                                                                ------- 
Item 1.       Business**                                                                             3 
Item 2.       Properties**                                                                           8 
Item 3.       Legal Proceedings                                                                      8 
Item 4.       Submission of Matters to a Vote of Security Holders* 

PART II 
Item 5.       Market for Registrant's Common Equity and Related Stockholder Matters                  8 
Item 6.       Selected Financial Data* 
Item 7.       Management's Analysis of the Results of Operations**                                   9 
Item 8.       Financial Statements and Supplementary Data                                           14 
Item 9.       Changes in and Disagreements with Accountants on Accounting and Financial 
              Disclosure                                                                            37 

PART III 
Item 10.      Directors and Executive Officers of the Registrant* 
Item 11.      Executive Compensation* 
Item 12.      Security Ownership of Certain Beneficial Owners and Management* 
Item 13.      Certain Relationships and Related Transactions* 

PART IV 
Item 14.      Exhibits, Consolidated Financial Statement Schedules, and Reports on Form 8-K         37 

  Index to Consolidated Financial Statement Schedules
</TABLE>

** Item prepared in accordance with General Instruction J(2) of Form 10-K. 
 * Omitted pursuant to General Instruction J(2) of Form 10-K. 

<PAGE> 
PART I 

Item 1. Business 

    Aetna Life Insurance and Annuity Company is a stock life insurance 
company organized in 1976 under the insurance laws of Connecticut. Aetna Life 
Insurance and Annuity Company, together with its two wholly owned 
subsidiaries, Aetna Insurance Company of America and Aetna Private Capital, 
Inc., is herein called the "Company". The 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") which, with 
Aetna's subsidiaries, constitutes one of the nation's largest 
insurance/financial services organizations based on its assets at December 
31, 1994. Two subsidiaries, Systematized Benefits Administrators, Inc. 
("SBA") and Aetna Investment Services, Inc. ("AISI"), which were previously 
reported with the Company's operations were distributed in the form of 
dividends to ARSI in December of 1995. The impact to the Company's operations 
of distributing these dividends was immaterial. The Company's Home Office is 
located at 151 Farmington Avenue, Hartford, Connecticut 06156. 

    The Company markets a variety of life insurance, retirement and other 
savings and investment products including individual and group annuities, 
financial services and mutual funds. The Company's products are designed for 
individuals, pension plans, small businesses and employer-sponsored groups. 
The Company's operations are reported through two major business segments: 
financial services and life insurance. 

Financial Services Segment 

    The financial services segment includes individual and group annuity 
products 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 
nonqualified 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. The 
Company also offers life insurance supplemental contracts. Financial services 
also include pension plan administrative services. In 1995, the Company 
discontinued writing structured settlements of certain liabilities. 

    Annuity products typically offer fixed (fully guaranteed and experience 
rated) investment options and variable investment options (discussed below). 
For fully guaranteed and experience rated options the Company earns a spread 
representing the difference between income on investments and interest 
credited to customer reserves. 

    The Company's variable products (variable annuity and variable life 
contracts) utilize Separate Accounts to provide contractholders with a 
vehicle for investments under which the contractholders assume the investment 
risks as well as the benefit of favorable performance. Assets held under 
these products are invested, as designated by the contractholder or 
participant under a contract, in Separate Accounts, which in turn invest in 
shares of mutual funds that are managed by the Company or other selected 
mutual funds that are not managed by the Company. The Company acts as an 
investment adviser for its affiliated mutual funds (a retail fund--Aetna 
Series Fund, Inc. and variable products funds--Aetna Variable Fund, Aetna 
Income Shares, Aetna Variable Encore Fund, Aetna Investment Advisers Fund, 
Aetna Get Fund Series B) and receives advisory fees for its investment 
management services. The Company also receives from the Aetna Series Fund, 
Inc. service fees for providing administrative and shareholder services and 
distribution fees for promoting sales of the Adviser Class shares. The 
Company is compensated by the Separate Accounts for bearing mortality and 
expense risks pertaining to variable annuity contracts (actuarial margin) 
(see Note 8 of the Notes to the Consolidated Financial Statements). 

    Product retention is a key driver of profitability for annuity products. 
To encourage product retention, annuity contracts typically impose a 
surrender charge on policyholder balances withdrawn for a period of time 
after the contract's inception. The period of time and level of the charge 
vary by product. In addition, a new approach being incorporated into recent 
variable contracts with fixed interest account investment options allows 
contractholders to receive an incremental interest rate if withdrawals from 
the fixed account are spread over a period of five years. Further, more 
favorable credited rates may be offered after policies have been in force for 
a period of time. Existing tax penalties on annuity distributions prior to 
age 59 1/2 provide an additional disincentive to premature surrenders of 
annuity balances, but do not impede transfers of those balances to products 
of other competitors. 

    Certain of the Company's annuity products allow customers to borrow 
against their policies. Outstanding policy loans on annuity policies at 
December 31, 1995 were $181.3 million. Net investment income on annuity 
policy loans was $4.0 million for the year ended December 31, 1995. 

    In the financial services segment markets, competition arises from other 
insurance companies, banks, mutual funds and other investment managers. 
Principal competitive factors are cost, service, level of investment 
performance and the perceived financial 



                                       3
<PAGE>

strength of the investment manager or sponsor. Competition in financial 
services markets may affect, among other matters, both business growth and 
the pricing of the Company's products and services. 

    Products sold in the corporate pensions market are sold through pension 
professionals, stock brokers and third party administrators who work closely 
with salaried field office employees. Products sold in the not-for-profit 
organization market are distributed primarily through dedicated career 
agents, registered life brokers and broker/dealers. Products sold in the 
individual market are distributed primarily through dedicated career agents, 
registered life brokers, banks and broker/dealers. 

    Reserves for limited payment contracts (immediate annuities with life 
contingent payout) are computed on the basis of assumed investment yield, 
mortality, morbidity and expenses (including a margin for adverse deviation), 
which generally vary by plan, year of issue and policy duration. Reserves for 
investment contracts (deferred annuities and immediate annuities without life 
contingent payouts) are equal to cumulative deposits plus credited interest 
less charges thereon. Of those investment contracts which are 
experience-rated, the reserves also reflect net realized capital gains/losses 
(which the Company reflects through credited rates on an amortized basis) and 
unrealized capital gains/losses related to Financial Accounting Standard 
("FAS") No. 115 (see Note 1 of the Notes to the Consolidated Financial 
Statements). 

    The following table summarizes assets under management for the principal 
customer groups of the financial services segment. Amounts reflected exclude 
unrealized gains (losses) of $689.9 million and $(337.7) million at December 
31, 1995 and 1994, respectively, related to market value adjustments required 
under FAS 115. See Management's Analysis of the Results of Operations and 
Note 1 for further discussion on assets under management and FAS 115, 
respectively. 

<TABLE>
<CAPTION>
  ----------------------------------------------------------------------- 
(Millions)                               1995        1994        1993 
<S>                            <C>     <C>         <C>         <C>
 ----------------------------------------------------------------------- 
Corporate pensions                     $ 4,233.5   $ 3,217.4   $ 2,886.2 
Not-for-profit 
  organizations                         12,086.1    10,025.9     9,087.1 
Individuals                              6,214.8     4,879.6     3,981.0 
                               ----------------------------------------- 
                               Total   $22,534.4   $18,122.9   $15,954.3 
 ----------------------------------------------------------------------- 

</TABLE>

Deposits, which are not included in premiums or revenue, are shown in the 
following table for the years indicated: 

<TABLE>
<CAPTION>
  -------------------------------------------------------------------- 
(Millions)                               1995       1994       1993 
<S>                                    <C>        <C>        <C>
 -------------------------------------------------------------------- 
Corporate pensions                     $1,075.9   $  890.3   $  714.5 
Not-for-profit 
  organizations                         1,093.0    1,093.3    1,107.8 
Individuals                             1,200.6      670.2      460.9 
                               -------------------------------------- 
                                  Total $3,369.5  $2,653.8   $2,283.2 
 -------------------------------------------------------------------- 

</TABLE>

    Life Insurance Segment 

    The life insurance segment includes 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. The Company's universal life 
insurance product accounted for approximately 92% of individual life 
insurance sales in 1995. 

    The Company's in-force block of insurance includes a sizable block of 
traditional ordinary life insurance originally written by an affiliate, Aetna 
Life Insurance Company ("Aetna Life"), and transferred to the Company via a 
reinsurance agreement in 1988 (see Note 8 of the Notes to the Consolidated 
Financial Statements). This closed book of business contributed 29% of the 
life insurance segment's earnings in 1995. 

    Universal life products include a cash value component that is credited 
with interest at competitive rates. The Company earns the spread between 
investment income and interest credited on customer cash values. Universal 
life cash values are charged for cost of insurance coverage and for 
administrative expenses. The Company is also compensated by the Separate 
Accounts for bearing mortality and expense risks pertaining to variable 
universal life contracts. 

    Life insurance products typically require high costs to acquire business. 
As with the financial services segment, retention is an important driver of 
profitability and is encouraged through product features. For example, 
universal and interest-sensitive whole life insurance contracts typically 
impose a surrender charge on policyholder balances withdrawn within seven to 
twenty years of the contract's inception or for variable life within ten 
years. The period of time and level of the charge vary by product. 



                                       4
<PAGE>

In addition, more favorable credited rates and policy loan terms may be 
offered after policies have been in force for a period of time. To further 
encourage retention, life insurance agents are typically paid renewal 
commissions or service fees. 

    Certain of the Company's life insurance products allow customers to 
borrow against their policies. Outstanding policy loans on individual life 
policies at December 31, 1995 were $157.3 million. Net investment income on 
individual life policy loans was $9.7 million for the year ended December 31, 
1995. 

    The markets for life insurance products are highly competitive among 
insurance companies. Competition largely is based upon product features and 
prices. Competition in life insurance markets may affect, among other 
matters, both business growth and the pricing of the Company's products and 
services. 

    Life insurance products are marketed by managing general agents, regional 
brokers, banks and broker/dealers. 

    Reserves for universal life and interest-sensitive whole life products 
(which are all experience-rated) are equal to cumulative deposits less 
withdrawals and charges, plus credited interest thereon, plus/less net 
realized capital gains/losses (which the Company reflects through credited 
rates on an amortized basis). These reserves also reflect unrealized capital 
gains/losses related to FAS 115. Reserves for all other fixed individual life 
contracts are computed on the basis of assumed investment yield, mortality, 
morbidity and expenses (including a margin for adverse deviation), which 
generally vary by plan, year of issue and policy duration. These reserves are 
computed amounts that, with additions from premiums and deposits to be 
received, and with interest on such reserves compounded annually at assumed 
rates, are expected to be sufficient to meet the Company's policy obligations 
at their maturities or to pay expected death or retirement benefits or other 
withdrawal requests. 

    Reinsurance arrangements with affiliated and non-affiliated insurance 
companies are utilized to limit exposure to losses in excess of predetermined 
amounts per individual life. The Company's retention limit per individual 
life is $2.0 million (see Notes 8 and 9 of the Notes to the Consolidated 
Financial Statements). 



                                       5
<PAGE>

              Life Insurance in Force and Other Statistical Data*

    The following table summarizes changes in individual life insurance in 
force before deductions for reinsurance ceded to other companies for the 
years indicated: 

<TABLE>
<CAPTION>
 (millions, except as noted below)                     1995        1994         1993 
 -------------------------------------------------------------------------------------- 
<S>                                                  <C>         <C>         <C>
Sales and additions: 
 Direct: 
  Permanent                                          $ 3,757.9   $ 3,369.4   $ 2,767.0 
  Term                                                 2,600.4       559.9       237.2 
 Assumed: 
  Permanent                                            1,358.5       --          -- 
                                                     ---------   ---------   ---------- 
   Total                                             $ 7,716.8   $ 3,929.3   $ 3,004.2 
                                                     =========   =========   ========== 
Terminations: 
 Direct: 
  Surrenders and Conversions                         $ 1,467.0   $ 1,316.4   $ 1,632.6 
  Lapses                                                 891.4       860.9       816.7 
  Other                                                  152.7       170.0       170.6 
 Assumed: 
  Surrenders and Conversions                              53.6        59.4        80.3 
  Lapses                                                 331.8       303.9       376.2 
  Other                                                   54.2        57.9        55.1 
                                                     ---------   ---------   ---------- 
   Total                                             $ 2,950.7   $ 2,768.5   $ 3,131.5 
                                                     =========   =========   ========== 
In force: 
 Direct: 
  Permanent                                          $32,333.2   $30,563.0   $29,507.1 
  Term                                                 3,698.3     1,621.3     1,095.2 
 Assumed: 
  Permanent                                            2,392.9     1,244.8     1,344.9 
  Term                                                 1,203.8     1,433.0     1,754.1 
                                                     ---------   ---------   ---------- 
   Total                                             $39,628.2   $34,862.1   $33,701.3 
                                                     =========   =========   ========== 

Number of direct policies in force (thousands)           378.1       378.3       384.6 
                                                     =========   =========   ========== 

Average size of direct policy in force 
  (thousands)                                        $    95.3   $    85.1   $    79.6 
                                                     =========   =========   ========== 
</TABLE>

* Only nonparticipating business is written by the Company. 



                                       6
<PAGE>

     General Account Investments

    Consistent with the nature of the contract obligations involved in the 
Company's operations, the majority of the general account assets are invested 
in long-term, debt securities such as corporate debt securities, residential 
mortgage-backed securities, commercial and multifamily mortgage-backed 
securities, other asset-backed securities and government securities. It is 
management's objective that the portfolios be of high quality while achieving 
competitive investment yields and returns. Investment portfolios generally 
match the duration of the insurance liabilities they support. The general 
account of the Company has been segmented to improve the asset/liability 
matching process. The duration of investments is monitored and security 
purchases and sales are executed with the objective of having adequate funds 
available to satisfy the Company's maturing liabilities. 

    Please see Investments on pages 17 and 18 of the Management's Analysis of 
the Results of Operations for a further discussion of investments. For 
information concerning the valuation of investments, see Notes 1, 2 and 3 of 
the Notes to Consolidated Financial Statements. 

    Other Matters 

    Regulation 

    The insurance business of the Company is subject to comprehensive, 
detailed regulation throughout the United States. The laws of the various 
jurisdictions establish supervisory agencies with broad authority to 
regulate, among other things, the granting of licenses to transact business, 
trade practices, agent licensing, policy forms, underwriting and claims 
practices, reserve adequacy, insurer solvency, the maximum interest rates 
that can be charged on life insurance policy loans, the minimum rates that 
must be provided for accumulation of surrender values, the form and content 
of required financial statements and the type and amounts of investments 
permitted. The Company is required to file detailed reports with supervisory 
agencies in each of the jurisdictions in which it does business, and its 
operations and accounts are subject to examination by such agencies at 
regular intervals. 

    Although the federal government does not directly regulate the business 
of insurance, many federal laws do affect the business. Existing or recently 
proposed federal laws that may significantly affect or would affect, if 
passed, the insurance business cover such matters as pensions and other 
employee benefits, removal of barriers preventing banks from engaging in the 
insurance and mutual fund businesses, the taxation of insurance companies, 
and the tax treatment of insurance products. 

    Material changes in applicable federal and state laws and regulations 
could adversely affect the Company's business operations, although the 
Company is unable to predict whether any such changes will be implemented. 

    Several states, including Connecticut, regulate affiliated groups of 
insurers such as the Company and its affiliates under insurance holding 
company statutes. Under such laws, intercorporate asset transfers and 
dividend payments from insurance subsidiaries may require prior notice to or 
approval of the insurance regulators, depending on the size of such transfers 
and payments relative to the financial position of the Company making the 
transfer. Changes in control also are regulated under these laws. As a 
Connecticut-domiciled insurance company, the Company is subject to 
comprehensive regulation under the Connecticut insurance laws and by the 
Connecticut Insurance Department. In recent years, state insurance regulators 
have been considering changes in statutory accounting practices and other 
initiatives to strengthen solvency regulation. The National Association of 
Insurance Commissioners (NAIC) has adopted risk-based capital ("RBC") 
standards for life insurers. The RBC formula is a regulatory tool designed to 
identify weakly capitalized companies by comparing the adjusted surplus to 
the required surplus, which reflects the risk profile of the Company (RBC 
ratio). Within certain ratio changes, regulators have increasing authority to 
take action as the RBC ratio decreases. There are four levels of regulatory 
action ranging from requiring insurers to submit a comprehensive plan to the 
state insurance commissioner to when the state insurance commissioner places 
the insurer under regulatory control. The Company's RBC ratio at December 31, 
1995 was significantly above the levels which would require regulatory 
action. Rating agencies also use their own risk-based capital standards as 
part of determining a company's rating. 

    The NAIC also is considering several other solvency-related regulations 
including the development of a model investment law and amendments to the 
model insurance holding company law which would limit types and amounts of 
insurance company investments. In addition, in recent years there has been 
growing interest among certain members of Congress concerning possible 
federal roles in the regulation of the insurance industry. Because these 
other initiatives are in a preliminary stage, management cannot assess the 
potential impact of their adoption on the Company. 

    Under insurance guaranty fund laws existing in all states, insurers doing 
business in those states can be assessed (up to prescribed limits) for 
certain obligations of insolvent insurance companies to policyholders and 
claimants. The after tax charges to earnings for guaranty fund obligations 
for the years ended December 31, 1995, 1994 and 1993 were $1.4 million, $0.6 
million and $0.9 million, respectively. The amounts ultimately assessed may 
differ from the amounts charged to earnings thus far because such assessments 
may not be made for several years and will depend upon the final outcome of 
regulatory proceedings. 

    The Company provides a variety of products and services to employee 
benefit plans that are covered by the Employee Retirement Income Security Act 
of 1974 ("ERISA"). In December 1993, in a case involving an employee benefit 
plan and an insurance 



                                       7
<PAGE>

company, the United States Supreme Court ruled that assets in the insurance 
company's general account that were attributable to the non-guaranteed 
portion of a group pension contract issued to the plan were "plan assets" for 
purposes of ERISA and that the insurance company was an ERISA fiduciary with 
respect to those assets. In reaching its decision, the Court declined to 
follow a 1975 Department of Labor ("DOL") interpretive bulletin that had 
suggested that insurance company general account assets were not plan assets. 
The Company and other insurers are seeking clarification from the DOL of the 
effects, if any, of the decision on their businesses, as well as pursuing 
clarification of the decision through Federal legislation. Management is not 
currently able to predict how the decision, or the outcome of any legislative 
or regulatory initiatives, will ultimately affect its business. 

    Aetna Life Insurance and Annuity Company is regulated by the Securities 
and Exchange Commission ("SEC") and some state securities regulators as a 
broker-dealer and investment adviser. The Company's variable products involve 
investments through Separate Accounts, some of which are registered as 
investment companies with the SEC, as are the retail mutual funds and the 
variable mutual funds offered by the Company. Additionally, interests in some 
of the Separate Accounts, the retail mutual funds, the variable product 
mutual funds and certain other products used as funding vehicles for the 
Company's variable products are registered with the SEC. Shares of the retail 
mutual funds are also registered with all fifty of the state securities 
regulators. 

    Miscellaneous 

    According to the Fortune Service 500, as of December 31, 1994, the 
Company ranked 19th and 22nd among all United States domiciled life insurance 
companies based upon total assets and premium income, respectively. As of 
December 31, 1995, the Company had approximately 2,700 employees. 

    The Company's rating at February 6, 1996 by A.M. Best was A+ (Superior). 

    Management believes that the Company's computer facilities, systems and 
related procedures are adequate to meet its business needs. The Company's 
data processing systems and backup and security policies, practices and 
procedures are regularly evaluated by the Company's management and internal 
auditors and are modified as considered necessary. 

    The Company is not dependent upon any single customer and no single 
customer accounted for more than 10% of revenue in 1995. In addition, neither 
segment of the Company's business is dependent upon a single customer or a 
few customers, the loss of which would have a significant impact on the 
segment. See Note 12 of the Notes to the Consolidated Financial Statements 
regarding segment information. 

    Forward-Looking Information 

    The Private Securities Litigation Reform Act of 1995 ("the Act") provides 
a new "safe harbor" for forward-looking statements to encourage companies to 
provide prospective information about their companies, so long as those 
statements are identified as forward-looking and are accompanied by 
meaningful cautionary statements identifying important factors that could 
cause actual results to differ materially from those discussed in the 
statement. The Company desires to take advantage of the new "safe harbor" 
provisions of the Act. Certain information contained herein, particularly the 
information appearing under the heading "Outlook" contained in Item 
7-Management's Analysis of the Results of Operations, is forward-looking. 
Information regarding certain important factors that could cause actual 
results of operations or outcomes of other events to differ materially from 
any such forward- looking statement appear together with such statement 
within this section and within Item 7-Management's Analysis of the Results of 
Operations. 

Item 2. Properties 

    The Company occupies office space which is owned or leased by Aetna Life 
Insurance Company or other affiliates. Expenses associated with these offices 
are allocated on a direct and indirect basis to the Company and the other 
subsidiaries of Aetna. 

Item 3. Legal Proceedings 

    The Company and its Board of Directors know of no material legal 
proceedings pending to which the Company is a party or which would materially 
affect the Company. 

PART II 

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters 

    All of the Company's outstanding shares are directly owned by ARSI, which 
is a wholly owned subsidiary of Aetna. The shares were contributed to ARSI by 
Aetna in December, 1995. The Company distributed $2.9 million in the form of 
dividends of two of its subsidiaries, SBA and AISI, to ARSI in 1995. Prior to 
the distribution of all of the Company's outstanding shares of SBA and AISI 
to ARSI in December, 1995, and for the years ended 1994 and 1993, the Company 
did not pay dividends to Aetna. 

    The amount of dividends which may be paid by the Company to ARSI without 
prior approval by the Insurance Commissioner of the State of Connecticut is 
subject to various restrictions. Based upon these restrictions, the Company 
is permitted a maximum of $70.0 million in dividend distributions in 1996. 



                                       8
<PAGE>

Item 7. Management's Analysis of the Results of Operations 

    Consolidated Results of Operations: Operating Summary 

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

- ---------------------------------------------------------------------------------------------------------- 
Deposits not included in premiums above:          Fully guaranteed       $   415.7   $   249.0   $   263.7 
                                                  Experience-rated         1,428.0     1,351.4     1,216.8 
                                                  Non-guaranteed           2,059.1     1,365.9     1,062.5 
                                                   -------------------   ---------   ---------   --------- 
                                                  Total                  $ 3,902.8   $ 2,966.3   $ 2,543.0 
 -----------------------------------------------   -------------------   ---------   ---------   --------- 
Assets under management: (1)                      Fully guaranteed       $ 3,399.6   $ 2,620.3   $ 2,423.5 
                                                  Experience-rated        10,999.9     9,272.0     9,241.5 
                                                  Non-guaranteed          11,522.9     8,064.6     7,111.0 
                                                   -------------------   ---------   ---------   --------- 
                                                  Total                  $25,922.4   $19,956.9   $18,776.0 
 -----------------------------------------------   -------------------   ---------   ---------   --------- 
</TABLE>

(1) Included above are net unrealized capital gains (losses) of $797.1 
    million, $(386.4) million and $747.1 million at December 31, 1995, 1994 
    and 1993, respectively. 

Overview 
    The Company's adjusted earnings (after-tax) follow (in millions): 

<TABLE>
<CAPTION>
                                  1995     1994      1993 
                                  ------   ------   ------- 
<S>                              <C>      <C>       <C>
Net Income                       $175.9   $145.3    $142.9 
Less: 
 Net realized capital gains        26.8      1.0       6.2 
                                  ------   ------   ------- 
Adjusted earnings                $149.1   $144.3    $136.7 
                                  ======   ======   ======= 
</TABLE>

    The Company's adjusted earnings increased 3% in 1995 following a 6% 
increase in 1994. Results in 1995 reflected improved earnings in the 
financial services segment, while earnings in the life insurance segment were 
level with the prior year. The improvement in earnings related to the 
financial services segment reflected an increase in charges assessed against 
policyholders and increased net investment income related to the growth in 
assets under management which were partially offset by an increase in 
operating expenses. This increase in operating expenses primarily reflects 
continued business growth. The improvement in 1994 adjusted earnings 
reflected an increase in charges assessed against policyholders, primarily 
due to an increase in the volume of business in force, partially offset by 
increases in operating expenses, primarily related to the implementation of a 
new contract administration system. 

    Assets under management, excluding the effect of FAS 115, at December 31, 
1995 of $25.1 billion, were 24% above 1994 levels, primarily reflecting 
continued business growth and overall improvement in the stock and bond 
markets. 

    The Company's contracts typically impose surrender fees which decline over
the duration of the contract. Assets held under experience rated general account
options have transfer and withdrawal limitations. Withdrawals from the fully
guaranteed accu-




                                       9
<PAGE>

mulation options prior to maturity include an adjustment intended
to reflect the estimated fair value of the assets supporting the contract at the
time of withdrawal. Approximately 91% and 90% of assets under management at
December 31, 1995 and 1994, respectively, allowed for contractholder withdrawal,
63% and 57% of which, respectively, are subject to market value adjustments or
deferred surrender charges at December 31, 1995.

Segment Results 

    Financial Services Segment 

<TABLE>
<CAPTION>
 Operating Summary (millions)                                              1995        1994        1993 
 -----------------------------------------------   -------------------   ---------   ---------   --------- 
<S>                                               <C>                    <C>         <C>         <C>
Premiums                                                                 $    82.6   $    70.2   $    32.0 
Charges assessed against policyholders                                       150.4       126.6       109.4 
Net investment income                                                        823.3       745.9       739.2 
Net realized capital gains                                                    37.8         1.4         9.1 
Other income                                                                  35.4         2.0         3.1 
 -----------------------------------------------   -------------------   ---------   ---------   --------- 
  Total revenue                                                            1,129.5       946.1       892.8 
 -----------------------------------------------   -------------------   ---------   ---------   --------- 
Current and future benefits                                                  704.4       639.9       624.1 
Operating expenses                                                           256.5       176.9       149.0 
Amortization of deferred policy acquisition 
  costs                                                                       10.5         9.6        (1.4) 
 -----------------------------------------------   -------------------   ---------   ---------   --------- 
  Total benefits and expenses                                                971.4       826.4       771.7 
 -----------------------------------------------   -------------------   ---------   ---------   --------- 
  Income before federal income taxes                                         158.1       119.7       121.1 
Federal income taxes                                                          44.3        34.2        34.3 
 -----------------------------------------------   -------------------   ---------   ---------   --------- 
  Net income                                                             $   113.8   $    85.5   $    86.8 
 ===============================================   ===================   =========   =========   ========= 

- ---------------------------------------------------------------------------------------------------------- 
Deposits not included in premiums above:          Fully guaranteed       $   415.7   $   249.0   $   263.7 
                                                  Experience-rated           934.4     1,064.3       979.4 
                                                  Non-guaranteed           2,019.4     1,340.5     1,040.1 
                                                   -------------------   ---------   ---------   --------- 
                                                  Total                  $ 3,369.5   $ 2,653.8   $ 2,283.2 
 -----------------------------------------------   -------------------   ---------   ---------   --------- 
Assets under management: (1) 
                                                  Fully guaranteed       $ 2,789.4   $ 1,999.1   $ 1,758.0 
                                                  Experience-rated         9,034.5     7,803.2     7,801.1 
                                                  Non-guaranteed          11,400.4     7,982.9     7,041.4 
                                                   -------------------   ---------   ---------   --------- 
                                                  Total                  $23,224.3   $17,785.2   $16,600.5 
 -----------------------------------------------   -------------------   ---------   ---------   --------- 
</TABLE>

(1) Included above are net unrealized capital gains (losses) of $689.9 
    million, $(337.7) million and $646.2 million at December 31, 1995, 1994 
    and 1993, respectively. 

    Adjusted earnings in the Financial Services segment (after-tax) follow 
(in millions): 

<TABLE>
<CAPTION>
                                   1995     1994      1993 
                                  -------   ------   ------- 
<S>                               <C>       <C>      <C>
Net Income                        $ 113.8   $ 85.5   $ 86.8 
Less: 
   Net realized capital gains       24.6      0.9      5.9 
                                  -------   ------   ------- 
Adjusted earnings                 $ 89.2    $ 84.6   $ 80.9 
                                  =======   ======   ======= 
</TABLE>

    Effective January 1, 1995 the Company assumed responsibility for two 
service organizations, a plan administration service organization and a 
payment and retiree administration service organization, from an affiliate, 
with year-to-date combined adjusted income of $0.2 million. As a result, 
other income and operating expenses include $39.1 million and $38.8 million, 
respectively, for the year ended December 31, 1995. 

    Adjusted earnings increased 5% in both 1995 and 1994. The 1995 
improvement in adjusted earnings reflected an increase in charges assessed 
against policyholders and increased net investment income related to the 
growth in assets under management which were partially offset by an increase 
in operating expenses. The 1994 improvement in adjusted earnings reflected an 
increase in assets under management offset in part by an increase in 
operating expenses. 



                                       10
<PAGE>

     Premiums, related to annuity contracts containing life contingencies,
increased by 18% in 1995, following a 119% increase in 1994. The 1995 and 1994
increases resulted primarily from increases in immediate annuity sales.
Deposits, related to annuity contracts not containing life contingencies,
reflected a 27% increase in 1995 following a 16% increase in 1994. Deposits in
1995 included the assumption of a $300.1 million variable annuity block of
business from an unaffiliated insurer. Deposits in 1994 included the $205.0
million acquisition of a block of primarily individual annuity business from an
unaffiliated insurer.

    Charges assessed against policyholders for certain annuity contracts 
increased by 19% and 16% in 1995 and 1994, respectively, reflecting the 
increase in assets under management. 

    Net investment income increased by 10% in 1995, reflecting the increase 
in assets under management. Net investment income increased by 1% in 1994, 
reflecting the increase in assets under management offset by a downward trend 
in the net investment yield on the Company's portfolio of investments. 

    Current and future benefits increased by 10% and 3% in 1995 and 1994, 
respectively, reflecting the increase in assets under management. 

    Operating expenses, excluding the impact of moving the two service 
organizations into the Company as discussed above, increased by 23% in 1995 
and 19% in 1994. The 1995 increase primarily reflects continued business 
growth. The 1994 increase primarily reflected expenses associated with the 
implementation of the new contract administration system. 

    Assets under management, excluding the effect of FAS 115, at December 31, 
1995 of $22.5 billion, were 24% above 1994 levels, primarily reflecting 
continued business growth and overall improvement in the stock and bond 
markets. 

    Outlook 

    Sales of tax-qualified annuities are expected to continue to be strong in 
1996. Sales of non-qualified products are expected to significantly exceed 
1995 levels as relationships formed with broker/dealers and banks in 1995 
build sales momentum. The Company intends to expand its retirement planning 
capabilities. The Company expects to evaluate opportunities for growth of its 
financial services businesses and strengthen their competitive position. 

    Life Insurance Segment 

<TABLE>
<CAPTION>
 Operating Summary (millions)                                              1995        1994        1993 
 -----------------------------------------------   -------------------   ---------   ---------   --------- 
<S>                                               <C>                    <C>         <C>         <C>
Premiums                                                                 $   48.2    $   54.0    $   50.1 
Charges assessed against policyholders                                      168.5       152.4       142.1 
Net investment income                                                       181.0       171.3       172.7 
Net realized capital gains                                                    3.5         0.1         0.4 
Other income                                                                  6.6         8.3         6.4 
 -----------------------------------------------   -------------------   ---------   ---------   --------- 
  Total revenue                                                             407.8       386.1       371.7 
 -----------------------------------------------   -------------------   ---------   ---------   --------- 
Current and future benefits                                                 210.9       214.2       194.3 
Operating expenses                                                           62.2        58.3        58.2 
Amortization of deferred policy acquisition 
  costs                                                                      32.8        16.8        21.2 
 -----------------------------------------------   -------------------   ---------   ---------   --------- 
  Total benefits and expenses                                               305.9       289.3       273.7 
 -----------------------------------------------   -------------------   ---------   ---------   --------- 
Income before federal income taxes                                          101.9        96.8        98.0 
Federal income taxes                                                         39.8        37.0        41.9 
 -----------------------------------------------   -------------------   ---------   ---------   --------- 
  Net income                                                             $   62.1    $   59.8    $   56.1 
 ===============================================   ===================   =========   =========   ========= 

- ---------------------------------------------------------------------------------------------------------- 
Deposits not included in premiums above:          Experience-rated       $  493.6    $  287.1    $  237.4 
                                                  Non-guaranteed             39.7        25.4        22.4 
                                                   -------------------   ---------   ---------   --------- 
                                                  Total                  $  533.3    $  312.5    $  259.8 
 -----------------------------------------------   -------------------   ---------   ---------   --------- 
Assets under management: (1)                      Fully guaranteed       $  610.2    $  621.2    $  665.5 
                                                  Experience-rated        1,965.4     1,468.8     1,440.4 
                                                  Non-guaranteed            122.5        81.7        69.6 
                                                   -------------------   ---------   ---------   --------- 
                                                  Total                  $ 2,698.1   $ 2,171.7   $ 2,175.5 
 -----------------------------------------------   -------------------   ---------   ---------   --------- 
</TABLE>

(1) Included above are net unrealized capital gains (losses) of $107.2 
    million, $(48.7) million and $100.9 million at December 31, 1995, 1994 
    and 1993, respectively. 



                                       11
<PAGE>

Adjusted earnings in the Life Insurance segment (after-tax) follow (in 
millions): 

<TABLE>
<CAPTION>
                                  1995     1994      1993 
                                  ------   ------   ------- 
<S>                               <C>      <C>      <C>
Net Income                        $ 62.1   $ 59.8   $ 56.1 
Less: 
   Net realized capital gains       2.2      0.1      0.3 
                                  ------   ------   ------- 
Adjusted earnings                 $ 59.9   $ 59.7   $ 55.8 
                                  ======   ======   ======= 
</TABLE>

    Adjusted earnings in 1995 remained level with the prior year adjusted 
earnings, reflecting an increase in the volume of business in force as a 
result of strong sales offset by an increase in operating expenses. Adjusted 
earnings in 1994 increased 7% when compared to 1993 adjusted earnings. The 
1994 adjusted earnings improvement reflected higher business in force offset 
in part by lower net investment income. 

    Premiums, related to term and whole life insurance, decreased by 11% in 
1995 following an 8% increase in 1994. The decrease in premiums in 1995 is 
primarily due to lower whole life insurance premiums. Deposits, related to 
universal life and interest- sensitive whole life insurance, grew by 71% and 
20% in 
1995 and 1994, respectively. Deposits in 1995 included the assumption of a 
$172.4 million universal life block of business from an unaffiliated insurer 
and also reflected strong first year sales and retention. The increase in 
premiums and deposits in 1994 reflected strong first year sales and 
retention. 

    Charges assessed against policyholders for universal life and 
interest-sensitive whole life insurance increased 11% in 1995 and 7% in 1994 
reflecting an increase in the volume of business in force. 

    Net investment income increased by 6% in 1995, reflecting an increase in 
universal life assets under management offset in part by the downward trend 
in the net investment yield on the Company's portfolio of investments. Net 
investment income decreased 1% in 1994, reflecting the downward trend in the 
net investment yield on the Company's portfolio of investments, offset by the 
increase in universal life assets under management. 

    Current and future benefits decreased 2% in 1995 following a 10% increase 
in 1994, reflecting improved mortality experience related to universal life 
insurance. The increase in 1994 reflected higher mortality related to 
universal life insurance. Amortization of deferred policy acquisition costs 
increased by 95% in 1995, reflecting the growth in current and estimated 
future gross profit margins related to universal life insurance. Amortization 
of deferred policy acquisition costs decreased 21% in 1994, primarily 
reflecting lower mortality margins related to universal life insurance. 

    Operating expenses increased 7% in 1995, reflecting continued business 
growth. Operating expenses were level in 1994, reflecting savings from 
previous restructurings. 

    Assets under management, excluding the effect of FAS 115, at December 31, 
1995 of $2.6 billion, were 17% above 1994 levels, primarily reflecting 
continued business growth and overall improvement in the stock and bond 
markets. 

    Outlook 

    Sales of life products through traditional channels (managing general 
agents and regional brokers) are expected to continue to be strong in 1996. 
Sales of life products through non-traditional distribution channels (banks, 
broker/dealers, worksite), are expected to significantly exceed 1995 levels 
as the Company's retirement planning emphasis begins to build momentum. 

    General Account Investments 

    The Company's investment strategies and portfolios are intended to match 
the duration of the related liabilities and provide sufficient cash flow to 
meet obligations while maintaining a competitive rate of return. The duration 
of these investments is monitored, and investment purchases and sales are 
executed with the objective of having adequate funds available to satisfy the 
Company's maturing liabilities. The risks associated with investments 
supporting experience-rated products are assumed by those customers subject 
to, among other things, certain minimum guarantees. 



                                       12
<PAGE>

<TABLE>
<CAPTION>
 (Millions)                                         1995         1994 
 ----------------------------------------------   ---------   ---------- 
<S>                                               <C>         <C>
Debt securities                                   $12,720.8   $10,191.4 
Equity securities: 
 Non-redeemable preferred stock                        57.6        47.2 
 Investment in affiliated mutual funds                191.8       181.9 
 Common stock                                           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 
                                                  ---------   ---------- 
 Total Investments and Cash and Cash 
  Equivalents                                     $13,922.1   $11,424.8 
 ==============================================   =========   ========== 
</TABLE>

    At December 31, 1995 and 1994, the Company's carrying value of 
investments in debt securities were $12.7 billion and $10.2 billion, 95% and 
94%, respectively, of total general account invested assets. At December 31, 
1995 and 1994, $10.0 billion and $8.0 billion, 79% and 78%, respectively, of 
total debt securities supported experience-rated products. 

    It is management's objective that the portfolio of debt securities be of 
high quality and be well-diversified by market sector. The debt securities in 
the Company's portfolio are generally rated by external rating agencies, and, 
if not externally rated, are rated by the Company on a basis believed to be 
similar to that used by the rating agencies. The average quality rating of 
the Company's debt security portfolio was AA- at December 31, 1995 and AA at 
December 31, 1994. 

<TABLE>
<CAPTION>
    Debt Securities 
    Quality Ratings 
12/31/95 
 --------------------- 
<S>             <C>
AAA              46.0% 
AA               11.7 
A                25.4 
BBB              11.7 
BB                4.0 
B and Below       1.2 
                ------ 
                100.0% 
                ====== 
</TABLE>

<TABLE>
<CAPTION>
 Debt Securities Investments by Market Sector 12/31/95 
- ------------------------------------------------------------ 
<S>                                                   <C>
U.S. Corporate Securities                              44.7% 
Residential Mortgage-Backed Securities                 25.2 
Foreign Securities--U.S. Dollar Denominated            11.1 
Asset-Backed Securities                                 7.9 
Commercial/Multifamily Mortgage- 
 Backed Securities                                      6.1 
U.S. Treasuries/Agencies                                4.6 
Other                                                   0.4 
                                                      ------ 
                                                      100.0% 
                                                      ====== 
</TABLE>

<TABLE>
<CAPTION>
    Debt Securities 
    Quality Ratings 
12/31/94 
 --------------------- 
<S>             <C>
AAA              56.7% 
AA                8.3 
A                23.3 
BBB               8.5 
BB                2.5 
B and Below       0.7 
                ------ 
                100.0% 
                ====== 
</TABLE>

<TABLE>
<CAPTION>
 Debt Securities Investments by Market Sector 12/31/94 
- ------------------------------------------------------------ 
<S>                                                   <C>
U.S. Corporate Securities                              34.2% 
Residential Mortgage-Backed Securities                 32.1 
U.S. Treasuries/Agencies                               12.9 
Foreign Securities--U.S. Dollar Denominated             9.7 
Asset-Backed Securities                                 6.7 
Commercial/Multifamily Mortgage- 
 Backed Securities                                      4.0 
Other                                                   0.4 
                                                      ------ 
                                                      100.0% 
                                                      ====== 
</TABLE>

    In 1995, as a result of a change in investment strategy, the Company 
reduced its investments in U.S. Treasuries/Agencies and residential 
mortgage-backed securities and increased its investments in U.S. Corporate 
securities (see Note 2 of the Notes to the Consolidated Financial 

<PAGE> 
Statements). Investments in U.S. dollar denominated foreign corporations and 
governments, asset- backed, and commercial/multifamily mortgage-backed 
securities also increased. 

    Asset-backed securities (securities backed by auto loans, credit card 
receivables, etc.) and commercial/multifamily mortgage- backed securities 
(securitized pools of mortgages) are predominantly AAA rated, and are not 
subject to the prepayment risk of residential mortgage-backed securities. 

    Outlook 

    In 1996, the Company does not anticipate any major changes in market 
sector weightings, but will continue to marginally increase exposure to 
diversifying asset classes, such as securitized commercial mortgage-backed 
securities. The average quality rating of the Company's portfolio is not 
expected to change significantly. Duration is anticipated to remain fairly 
constant and will be monitored and maintained in line with liability duration 
to minimize interest rate risk. 



                                       13
<PAGE>

Item 8. Financial Statements and Supplementary Data 

                      Consolidated Financial Statements 
                                    Index 

<TABLE>
<CAPTION>
<S>                                                                                              <C>
                                                                                                  Page 
                                                                                                 ------- 
Independent Auditors' Report                                                                         15 

Consolidated Financial Statements: 

 Consolidated Statements of Income for the Years Ended 
  December 31, 1995, 1994 and 1993                                                                   16 

Consolidated Balance Sheets as of December 31, 1995 and 1994                                         17 

Consolidated Statements of Changes in Shareholder's Equity for the Years Ended 
   December 31, 1995, 1994 and 1993                                                                  18 

Consolidated Statements of Cash Flows for the Years Ended December 31, 1995, 1994 and 1993           19 

Notes to Consolidated Financial Statements                                                           21 
</TABLE>



                                       14
<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 re- quire 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. 

/s/ KPMG Peat Marwick LLP 

Hartford, Connecticut 
February 6, 1996 



                                       15
<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>



                                       16
<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>
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>



                                       17
<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>



                                       18
<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>



                                       19
<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>



                                       20
<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Retirement Services, Inc.) 
                  Notes to Consolidated Financial Statements 
                       December 31, 1995, 1994, and 1993

1. Summary of Significant Accounting Policies 

    Aetna Life Insurance and Annuity Company and its wholly owned 
subsidiaries (collectively, the "Company") is a provider of financial 
services and life insurance products in the United States. The Company has 
two business segments, financial services and life insurance. 

    The financial services products include individual and group annuity 
contracts which offer a variety of funding and distribution options for 
personal and employer-sponsored retirement plans that qualify under Internal 
Revenue Code Sections 401, 403, 408 and 457, and individual and group non- 
qualified annuity contracts. These contracts may be immediate or deferred and 
are offered primarily to individuals, pension plans, small businesses and 
employer-sponsored groups in the health care, government, education 
(collectively "not-for-profit" organizations) and corporate markets. 
Financial services also include pension plan administrative services. 

    The life insurance products include universal life, variable universal 
life, interest sensitive whole life and term insurance. These products are 
offered primarily to individuals, small businesses, employer sponsored groups 
and executives of Fortune 2000 companies. 

    Basis of Presentation 

    The consolidated financial statements include Aetna Life Insurance and 
Annuity Company and its wholly owned subsidiaries, Aetna Insurance Company of 
America and Aetna Private Capital, Inc. Aetna Life Insurance and Annuity 
Company is a wholly owned subsidiary of Aetna Retirement Services, Inc. 
("ARSI"). ARSI is a wholly owned subsidiary of Aetna Life and Casualty 
Company ("Aetna"). Two subsidiaries, Systematized Benefits Administrators, 
Inc. ("SBA"), and Aetna Investment Services, Inc. ("AISI"), which were 
previously reported in the consolidated financial statements were distributed 
in the form of dividends to ARSI in December of 1995. The impact to the 
Company's financial statements of distributing these dividends was 
immaterial. 

    The consolidated financial statements have been prepared in conformity 
with generally accepted accounting principles. Intercompany transactions have 
been eliminated. Certain reclassifications have been made to 1994 and 1993 
financial information to conform to the 1995 presentation. 

    Accounting Changes 

    Accounting for Certain Investments in Debt and Equity Securities 

    On December 31, 1993, the Company adopted Financial Accounting Standard 
("FAS") No. 115, Accounting for Certain Investments in Debt and Equity 
Securities, which requires the classification of debt securities into three 
categories: "held to maturity", which are carried at amortized cost; 
"available for sale", which are carried at fair value with changes in fair 
value recognized as a component of shareholder's equity; and "trading", which 
are carried at fair value with immediate recognition in income of changes in 
fair value. 

    Initial adoption of this standard resulted in a net increase of $106.8 
million, net of taxes of $57.5 million, to net unrealized gains in 
shareholder's equity. These amounts exclude gains and losses allocable to 
experience-rated (including universal life) contractholders. Adoption of FAS 
No. 115 did not have a material effect on deferred policy acquisition costs. 

    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. 



                                       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) 

1. Summary of Significant Accounting Policies (continued) 

    Investments 

    Debt Securities 

    At December 31, 1995 and 1994, all of the Company's debt securities are 
classified as available for sale and carried at fair value. These securities 
are written down (as realized losses) for other than temporary decline in 
value. Unrealized gains and losses related to these securities, after 
deducting amounts allocable to experience-rated contractholders and related 
taxes, are reflected in shareholder's equity. 

    Fair values for debt securities are based on quoted market prices or 
dealer quotations. Where quoted market prices or dealer quotations are not 
available, fair values are measured utilizing quoted market prices for 
similar securities or by using discounted cash flow methods. Cost for 
mortgage-backed securities is adjusted for unamortized premiums and 
discounts, which are amortized using the interest method over the estimated 
remaining term of the securities, adjusted for anticipated prepayments. 

    Purchases and sales of debt securities are recorded on the trade date. 

    Equity Securities 

    Equity securities are classified as available for sale and carried at 
fair value based on quoted market prices or dealer quotations. Equity 
securities are written down (as realized losses) for other than temporary 
declines in value. Unrealized gains and losses related to such securities are 
reflected in shareholder's equity. Purchases and sales are recorded on the 
trade date. 

    The investment in affiliated mutual funds represents an investment in the 
Aetna Series Fund, Inc., a retail mutual fund which has been seeded by the 
Company, and is carried at fair value. 

    Mortgage Loans and Policy Loans 

    Mortgage loans and policy loans are carried at unpaid principal balances 
net of valuation reserves, which approximates fair value, and are generally 
secured. Purchases and sales of mortgage loans are recorded on the closing 
date. 

    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 



                                       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) 

1. Summary of Significant Accounting Policies (continued) 

policy duration. Reserve interest rates range from 2.25% to 10.00%. Assumed 
investment yield is based on the Company's experience. Mortality and 
withdrawal rate assumptions are based on relevant Aetna experience and are 
periodically reviewed against both industry standards and experience. 

    Reserves for fixed universal life (included in Future Policy Benefits) 
and fixed deferred annuity contracts (included in Policyholders' Funds Left 
With the Company) are equal to the fund value. The fund value is equal to 
cumulative deposits less charges plus credited interest thereon, without 
reduction for possible future penalties assessed on premature withdrawal. For 
guaranteed interest options, the interest credited ranged from 4.00% to 6.38% 
in 1995 and 4.00% to 5.85% in 1994. For all other fixed options, the interest 
credited ranged from 5.00% to 7.00% in 1995 and 5.00% to 7.50% in 1994. 

    Reserves for fixed annuity contracts in the annuity period and for future 
amounts due under settlement options are computed actuarially using the 1971 
Individual Annuity Mortality Table, the 1983 Individual Annuity Mortality 
Table, the 1983 Group Annuity Mortality Table and, in some cases, mortality 
improvement according to scales G and H, at assumed interest rates ranging 
from 3.5% to 9.5%. Reserves relating to contracts with life contingencies are 
included in Future Policy Benefits. For other contracts, the reserves are 
reflected in Policyholders' Funds Left With the Company. 

    Unpaid claims for all lines of insurance include benefits for reported 
losses and estimates of benefits for losses incurred but not reported. 

    Premiums, Charges Assessed Against Policyholders, Benefits and Expenses 

    Premiums are recorded as revenue when due for fixed ordinary life 
contracts. Charges assessed against policyholders' funds for cost of 
insurance, surrender charges, actuarial margin and other fees are recorded as 
revenue for universal life and certain annuity contracts. Policy benefits and 
expenses are recorded in relation to the associated premiums or gross profit 
so as to result in recognition of profits over the expected lives of the 
contracts. 

    Separate Accounts 

    Assets held under variable universal life, variable life and variable 
annuity contracts are segregated in Separate Accounts and are invested, as 
designated by the contractholder or participant under a contract, in shares 
of Aetna Variable Fund, Aetna Income Shares, Aetna Variable Encore Fund, 
Aetna Investment Advisers Fund, Inc., Aetna GET Fund, or The Aetna Series 
Fund Inc., which are managed by the Company or other selected mutual funds 
not managed by the Company. Separate Accounts assets and liabilities are 
carried at fair value except for those relating to a guaranteed interest 
option which is offered through a Separate Account. The assets of the 
Separate Account supporting the guaranteed interest option are carried at an 
amortized cost of $322.2 million for 1995 (fair value $343.9 million) and 
$149.7 million for 1994 (fair value $146.3 million), since the Company bears 
the investment risk where the contract is held to maturity. Reserves relating 
to the guaranteed interest option are maintained at fund value and reflect 
interest credited at rates ranging from 4.5% to 8.38% in both 1995 and 1994. 
Separate Accounts assets and liabilities are shown as separate captions in 
the Consolidated Balance Sheets. Deposits, investment income and net realized 
and unrealized capital gains (losses) of the Separate Accounts are not 
reflected in the Consolidated Statements of Income (with the exception of 
realized capital gains (losses) on the sale of assets supporting the 
guaranteed interest option). The Consolidated Statements of Cash Flows do not 
reflect investment activity of the Separate Accounts. 

    Federal Income Taxes 

    The Company is included in the consolidated federal income tax return of 
Aetna. The Company is taxed at regular corporate rates after adjusting income 
reported for financial statement purposes for certain items. Deferred income 
tax benefits result from changes during the year in cumulative temporary 
differences between the tax basis and book basis of assets and liabilities. 



                                       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) 

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>    <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>



                                       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) 

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. 

<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>



                                       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) 

2. Investments (continued) 

    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>
 Debt Securities                         Amortized     Fair 
                                            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>

    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 



                                       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) 

2. Investments (continued) 

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 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. 



                                       27
<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) 
    Net realized capital gains (losses) on investments, net of amounts 
allocated to experience-rated contracts, were as follows: 

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

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

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

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

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

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

<TABLE>
<CAPTION>
                                              1995      1994      1993 
                                             ------   --------   ------- 
                                                     (millions) 
<S>                                          <C>      <C>        <C>
Debt securities 
 Gross unrealized capital gains              $179.3   $   27.4   $164.3 
 Gross unrealized capital losses               (1.3)   (105.2)     -- 
                                             ------   --------   ------- 
                                              178.0     (77.8)    164.3 
Equity securities 
 Gross unrealized capital gains                27.2       6.5      12.0 
 Gross unrealized capital losses               (1.2)     (7.9)     (0.1) 
                                             ------   --------   ------- 
                                               26.0      (1.4)     11.9 
Limited Partnership 
 Gross unrealized capital gains                --        --        -- 
 Gross unrealized capital losses               --        (1.8)     -- 
                                             ------   --------   ------- 
                                               --        (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>



                                       28
<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Retirement Services, Inc.) 
            Notes to Consolidated Financial Statements (Continued) 

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. 

    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. 


                                       29
<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) 

    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    (33.2)    18.1 
                              ------   ------   ------- 
                               111.4     45.5    105.2 
                              ------   ------   ------- 
Deferred taxes (benefits): 
 Income from operations         (144)    (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: 

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

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

<TABLE>
<CAPTION>
                                                            1995       1994 
                                                           -------   -------- 
                                                               (millions) 
<S>                                                        <C>       <C>
Deferred tax assets: 
 Insurance reserves                                        $ 290.4    $ 211.5 
 Net unrealized capital losses                               --        136.3 
 Unrealized gains allocable to experience-rated 
  contracts                                                 216.7       -- 
 Investment losses not currently deductible                   7.3       15.5 
 Postretirement benefits other than pensions                  7.7        8.4 
 Other                                                       32.0       28.3 
                                                           -------   -------- 
Total gross assets                                          554.1      400.0 
Less valuation allowance                                     --        136.3 
                                                           -------   -------- 
 Deferred tax assets, net of valuation                      554.1      263.7 
</TABLE>



                                       30
<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 
                                                            ------   ------- 
                                                               (millions) 
<S>                                                         <C>      <C>
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. 

    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. 



                                       31
<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) 

    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. 

    Incentive Savings Plan--Substantially all employees are eligible to 
participate in a savings plan under which designated contributions, which may 
be invested in common stock of Aetna or certain other investments, are 
matched, up to 5% of compensation, by Aetna. Pretax charges to operations for 
the incentive savings plan were $4.9 million, $3.3 million and $3.1 million 
in 1995, 1994 and 1993, respectively. 

    Stock Plans--Aetna has a stock incentive plan that provides for stock 
options and deferred contingent common stock or cash awards to certain key 
employees. Aetna also has a stock option plan under which executive and 
middle management employees of Aetna may be granted options to purchase 
common stock of Aetna at the market price on the date of grant or, in 
connection with certain business combinations, may be granted options to 
purchase common stock on different terms. The cost to the Company associated 
with the Aetna stock plans for 1995, 1994 and 1993, was $6.3 million, $1.7 
million and $0.4 million, respectively. 

8. Related Party Transactions 
    The Company is compensated by the Separate Accounts for bearing mortality 
and expense risks pertaining to variable life and annuity contracts. Under 
the insurance contracts, the Separate Accounts pay the Company a daily fee 
which, on an annual basis, ranges, depending on the product, from .25% to 
1.80% of their average daily net assets. The Company also receives fees from 
the variable life and annuity mutual funds and The Aetna Series Fund for 
serving as investment adviser. Under the advisory agreements, the Funds pay 
the Company a daily fee which, on an annual basis, ranges, depending on the 
fund, from .25% to 1.00% of their average daily net assets. The advisory 
agreements also call for the variable funds to pay their own administrative 
expenses and for The Aetna Series Fund to pay certain administrative 
expenses. The Company also receives fees (expressed as a percentage of the 
average daily net assets) from The Aetna Series Fund for providing 
administration, shareholder services and promoting sales. The amount of 
compensation and fees received from the Separate Accounts and Funds, included 
in Charges Assessed Against Policyholders, amounted to $128.1 million, $104.6 
million and $93.6 million in 1995, 1994 and 1993, respectively. The Company 
may waive advisory fees at its discretion. 

    The Company may, from time to time, make reimbursements to a Fund for 
some or all of its operating expenses. Reimbursement arrangements may be 
terminated at any time without notice. 

    Since 1981, all domestic individual non-participating life insurance of 
Aetna and its subsidiaries has been issued by the Company. Effective December 
31, 1988, the Company entered into a reinsurance agreement with Aetna Life 
Insurance Company ("Aetna Life") in which substantially all of the non- 
participating individual life and annuity business written by Aetna Life 
prior to 1981 was assumed by the Company. A $108.0 million commission, paid 
by the Company to Aetna Life in 1988, was capitalized as deferred policy 
acquisition costs. The Company maintained insurance reserves of $655.5 
million and $690.3 million as of December 31, 1995 and 1994, respectively, 
relating to the business assumed. In consideration for the assumption of this 
business, a loan was established relating to the assets held by Aetna Life 
which support the insurance reserves. The loan is being reduced in accordance 
with the decrease in the reserves. The fair value of this loan was $663.5 
million and $630.3 million as of December 31, 1995 and 1994, respectively, 
and is based upon the fair value of the underlying assets. Premiums of $28.0 
million, $32.8 million and $33.3 million and current and future benefits of 
$43.0 million, $43.8 million and $55.4 million were assumed in 1995, 1994 and 
1993, respectively. 

    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 



                                       32
<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) 

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. 

    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>



                                       33
<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 

    Estimated Fair Value 

    The carrying values and estimated fair values of the Company's financial 
instruments at December 31, 1995 and 1994 were as follows: 

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

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

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

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

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

    Mortgage loans: Fair value is estimated by discounting expected mortgage 
loan cash flows at market rates which reflect the rates at which similar 
loans would be made to similar borrowers. The rates reflect management's 
assessment of the credit quality and the remaining duration of the loans. The 
fair value estimate of mortgage loans of lower quality, including problem and 
restructured loans, is based on the estimated fair value of the underlying 
collateral. 

    Investment contract liabilities (included in Policyholders' Funds Left 
With the Company): 

    With a fixed maturity: Fair value is estimated by discounting cash flows 
at interest rates currently being offered by, or available to, the Company 
for similar contracts. 

    Without a fixed maturity: Fair value is estimated as the amount payable 
to the contractholder upon demand. However, the Company has the right under 
such contracts to delay payment of withdrawals which may ultimately result in 
paying an amount different than that determined to be payable on demand. 



                                       34
<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) 

    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 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. 



                                       35
<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Retirement Services, Inc.) 
            Notes to Consolidated Financial Statements (Continued) 

12. Segment Information 

    The Company's operations are reported through two major business 
segments: Life Insurance and Financial Services. 

    Summarized financial information for the Company's principal operations 
was as follows: 

<TABLE>
<CAPTION>
 (Millions)                                   1995        1994         1993 
 ----------------------------------------   ---------   ---------   ---------- 
<S>                                         <C>         <C>         <C>
Revenue: 
 Financial services                         $ 1,129.4   $   946.1   $   892.8 
 Life insurance                                 407.9       386.1       371.7 
                                            ---------   ---------   ---------- 
  Total revenue                             $ 1,537.3   $ 1,332.2   $ 1,264.5 
 ----------------------------------------   ---------   ---------   ---------- 
Income before federal income taxes: 
 Financial services                         $   158.0   $   119.7   $   121.1 
 Life insurance                                 102.0        96.8        98.0 
                                            ---------   ---------   ---------- 
  Total income before federal income 
  taxes                                     $   260.0   $   216.5   $   219.1 
 ----------------------------------------   ---------   ---------   ---------- 
Net income: 
 Financial services                         $   113.8   $    85.5   $    86.8 
 Life insurance                                  62.1        59.8        56.1 
                                            ---------   ---------   ---------- 
  Net income                                $   175.9   $   145.3   $   142.9 
 ----------------------------------------   ---------   ---------   ---------- 

Assets under management, at fair value: 
 Financial services                         $23,224.3   $17,785.2   $16,600.5 
 Life insurance                               2,698.1     2,171.7     2,175.5 
                                            ---------   ---------   ---------- 
  Total assets under management             $25,922.4   $19,956.9   $18,776.0 
 ----------------------------------------   ---------   ---------   ---------- 
</TABLE>



                                       36
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting 
        and Financial Disclosure 

    None. 

PART IV 

Item 14. Exhibits, Consolidated Financial Statement Schedules and Reports on 
Form 8-K 

<TABLE>
<CAPTION>
<S>  <C>   <C>
 (a) The following documents are filed as part of this report: 

     1.    Financial statements. See Item 8 on Page 14. 

           Financial statement schedules. See Consolidated Financial 
     2.    Statement Schedules on Page 40. 

     3.    Exhibits: 

           3(a)   Certificate of Incorporation 

                  Incorporated herein by reference to post-effective 
                  amendment No. 58 to Registration Statement on Form N-4 
                  (File No. 2-52449) as filed with the Securities and 
                  Exchange Commission on February 28, 1994. 

           3(b)   By-Laws 

                  Incorporated herein by reference to post-effective 
                  amendment No. 58 to Registration Statement on Form N-4 
                  (File No. 2-52449) as filed with the Securities and 
                  Exchange Commission on February 28, 1994. 

           4      Instruments Defining the Rights of Security Holders, 
                  Including Indentures (Annuity Contracts) 

                  Incorporated herein by reference to Form S-1, File No. 
                  33-42555, as amended, originally filed with the 
                  Securities and Exchange Commission on January 4, 1989 
                  and most recently amended and filed on April 4, 1995. 

                  Incorporated herein by reference to Form S-1, File No. 
                  33-34583, as amended, originally filed with the 
                  Securities and Exchange Commission on January 4, 1989 
                  and most recently amended and filed on April 4, 1995. 

                  Incorporated herein by reference to Form N-4, File No. 
                  2-52448, as amended and filed most recently on April 
                  28, 1995. 

                  Incorporated herein by reference to Form N-4, File No. 
                  33-34370, as amended and filed most recently on 
                  February 27, 1996. 

                  Incorporated herein by reference to Registration 
                  Statement on Form N-4, File No. 33- 81216, as amended 
                  and filed most recently on August 21, 1995. 

                  Incorporated herein by reference to Registration 
                  Statement Form N-4, File No. 33- 88722, as amended and 
                  filed most recently on November 30, 1995. 

                  Incorporated herein by reference to Registration 
                  Statement on Form N-4, File No. 33- 75954, as amended 
                  and filed most recently on April 28, 1995. 

                  Incorporated herein by reference to Registration 
                  Statement on Form N-4, File No. 33-75996, as amended 
                  and filed most recently on February 16, 1996. 

                  Incorporated herein by reference to Registration 
                  Statement on Form N-4, File No. 33- 75956, as amended 
                  and filed most recently on April 28, 1995. 

                  Incorporated herein by reference to Registration 
                  Statement on Form N-4, File No. 2- 52449, as amended 
                  and filed most recently on February 28, 1996. 

                  Incorporated herein by reference to Registration 
                  Statement on Form N-4, File No. 33- 75988, as amended 
                  and filed most recently on February 22, 1996. 

                  Incorporated herein by reference to Registration 
                  Statement on Form N-4, File No. 33- 75976, as amended 
                  and filed most recently on May 19, 1995. 


                                       37
<PAGE>

Item 14. Exhibits, Consolidated Financial Statement Schedules and 
         Reports on Form 8-K 
         (continued) 

           4      Instruments Defining the Rights of Security Holders, 
                  Including Indentures (Annuity Contracts) (Continued) 

                  Incorporated herein by reference to Registration 
                  Statement on Form N-4, File No. 33- 75984, as amended 
                  and filed most recently on April 28, 1995. 

                  Incorporated herein by reference to Registration 
                  Statement on Form N-4, File No. 33- 79122, as amended 
                  and filed most recently on August 16, 1995. 

                  Incorporated herein by reference to Registration 
                  Statement on Form N-4, File No. 33- 62473, as amended 
                  and filed most recently on February 16, 1996. 

                  Incorporated herein by reference to Registration 
                  Statement on Form N-4, File No. 333- 01107, as filed 
                  on February 21, 1996. 

                  Incorporated herein by reference to Registration 
                  Statement on Form S-2, File No. 33- 64331, as filed on 
                  November 16, 1995. 

                  Incorporated herein by reference to Pre-Effective 
                  Amendment No. 2 to Registration Statement on Form S-2, 
                  File No. 33-64331, as filed on January 17, 1996. 

                  Material Contracts (Management contracts / 
           10     compensatory plans or arrangements) 

                  * The 1984 Stock Option Plan of Aetna Life and 
                  Casualty Company and the amendments thereto; 
                  incorporated by reference to Aetna Life and Casualty 
                  Company's 1992 Form 10-K, filed on March 17, 1993. 
                  (Commission File Number 1-5704) 

                  * Aetna Life and Casualty Company's Supplemental 
                  Incentive Savings Plan; incorporated by reference to 
                  Aetna Life and Casualty Company's 1992 Form 10-K, 
                  filed on March 17, 1993. (Commission File Number 
                  1-5704) 

                  * Aetna Life and Casualty Company's Supplemental 
                  Pension Benefit Plan; incorporated by reference to 
                  Aetna Life and Casualty Company's 1992 Form 10-K, 
                  filed on March 17, 1993. (Commission File Number 
                  1-5704) 

                  * Aetna Life and Casualty Company's 1986 Management 
                  Incentive Plan as amended effective February 25, 1994; 
                  incorporated by reference to Aetna Life and Casualty 
                  Company's 1993 Form 10-K, filed on March 18, 1994. 
                  (Commission File Number 1- 5704) 

                  * Aetna Life and Casualty Company's 1994 Stock 
                  Incentive Plan; incorporated by reference to 1994 
                  Proxy Statement of Aetna Life and Casualty Company. 

                  * Management contract or compensatory plan or 
                  arrangement 

           21     Subsidiaries of the Registrant 

                  Incorporated by reference to Exhibit Item 26 to 
                  Registration Statement on Form N-4 (File Number 
                  33-75982) as filed on February 20, 1996. 

           24     Power of Attorney 

                  Filed herein immediately after Signature page. 

           27     Financial Data Schedule 

           Exhibits other than these listed are omitted because they are 
           not required or not applicable. 

(b)  Reports on Form 8-K. 

     None. 
</TABLE>
                                       38
<PAGE>

                          Independent Auditors' Report

The Shareholder and Board of Directors 
Aetna Life Insurance and Annuity Company: 

Under date of February 6, 1996, we reported on the 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, as included herein. In 
connection with our audits of the aforementioned consolidated financial 
statements, we also have audited the related consolidated financial statement 
schedules as listed in the accompanying index. These consolidated financial 
statement schedules are the responsibility of the Company's management. Our 
responsibility is to express an opinion on these consolidated financial 
statement schedules based on our audits. 

In our opinion, such consolidated financial statement schedules, when 
considered in relation to the basic consolidated financial statements as a 
whole, present fairly, in all material respects, the information set forth 
therein. 

As discussed in Note 1 to the financial statements, in 1993 the Company 
changed its methods of accounting for certain investments in debt and equity 
securities. 

/s/ KPMG Peat Marwick LLP 

Hartford, Connecticut 
February 6, 1996 



                                       39
<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Retirement Services, Inc.) 
                                  SCHEDULE I 
        Summary of Investments -- Other than Investments in Affiliates 
                              December 31, 1995 
                                  (millions) 

<TABLE>
<CAPTION>
                                                                             Amount at 
                                                                            Which Shown 
                                                                              in the 
Type of Investment                                    Cost       Value*    Balance Sheet 
 ------------------------------------------------   ---------   --------   -------------- 
<S>                                                 <C>        <C>         <C>
Debt Securities: 
 U.S. Treasury securities and obligations of 
  U.S.  government agencies and corporations        $   539.5  $   587.0     $   587.0 
 Obligations of states and political 
  subdivisions                                           41.4       53.8          53.8 
 U.S. Corporate securities                            5,396.5    5,689.8       5,689.8 
 Foreign securities (1)                               1,302.6    1,416.6       1,416.6 
 Residential mortgage-backed securities               2,940.6    3,203.4       3,203.4 
 Commercial/Multifamily mortgage-backed 
   securities                                           741.9      774.0         774.0 
 Other asset-backed securities                          961.2      996.2         996.2 
                                                    ---------   --------   -------------- 
  Total debt securities                              11,923.7   12,720.8      12,720.8 
                                                    ---------   --------   -------------- 

Equity securities: 
 Non-redeemable preferred stocks                         51.3       57.6          57.6 
 Investment in affiliated mutual funds                  173.4      191.8         191.8 
 Common stock                                             6.9        8.2           8.2 
                                                    ---------   --------   -------------- 
  Total equity securities                               231.6      257.6         257.6 
                                                    ---------   --------   -------------- 

Short-term investments                                   15.1                     15.1 
 Mortgage loans                                          21.2                     21.2 
 Policy loans                                           338.6                    338.6 
                                                    ---------   --------   -------------- 
 Total investments                                  $12,530.2                $13,353.3 
                                                    =========   ========   ============== 
</TABLE>

* See Notes 1, 2 and 10 to the Consolidated Financial Statements. 

(1) The term "foreign" includes foreign governments, foreign political 
    subdivisions, foreign public utilities and all other bonds of foreign 
    issuers. All of the Company's foreign securities are denominated in U.S. 
    dollars. 



                                       40
<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Retirement Services, Inc.) 
                                 SCHEDULE III 
                     Supplementary Insurance Information 
        As of and for the years ended December 31, 1995, 1994 and 1993 
                                  (millions) 

<TABLE>
<CAPTION>
                                        Unpaid 
               Deferred                 claims               Policyholders' 
                policy      Future       and                   funds left 
             acquisition    policy      claim     Unearned      with the 
  Segment       costs      benefits    expenses   premiums      company 
 ----------   ----------   ---------   --------   --------   -------------- 
<S>           <C>          <C>         <C>        <C> <C>      <C>
1995 
 ---------- 
Financial 
  Services     $  602.5    $ 1,018.9    $ 1.0       $ --       $10,483.3 
Life 
  Insurance       738.8     2,574.3      26.2        1.4            16.8 
              ----------   ---------   --------   --------   -------------- 
  Total        $1,341.3    $3,593.2     $27.2       $1.4       $10,500.1 
              ==========   =========   ========   ========   ============== 

1994 
 ---------- 
Financial 
  Services     $  516.8    $  773.7     $ 1.4       $ --       $  8,942.9 
Life 
  Insurance       647.5     2,137.3      22.4        1.7             6.4 
              ----------   ---------   --------   --------   -------------- 
  Total        $1,164.3    $2,911.0     $23.8       $1.7       $ 8,949.3 
              ==========   =========   ========   ========   ============== 

1993 
 ---------- 
Financial 
  Services     $  440.8    $  720.3     $ 1.2       $ --       $  8,898.8 
Life 
  Insurance       610.8     2,109.3      26.0        1.7             6.2 
              ----------   ---------   --------   --------   -------------- 
  Total        $1,051.6    $2,829.6     $27.2       $1.7       $ 8,905.0 
              ==========   =========   ========   ========   ============== 
</TABLE>

<TABLE>
<CAPTION>
                                      Other 
                                      income 
                                    (including 
                                     realized              Amortization 
                           Net       capital     Current    of deferred 
                       investment     gains        and        policy        Other 
              Premium    income        and        future    acquisition   operating 
  Segment     revenue      (1)       losses)     benefits      costs      expenses 
 ----------   -------   ---------   ----------   --------   -----------   --------- 
<S>           <C>       <C>         <C>          <C>        <C>           <C>
1995 
 ---------- 
Financial 
  Services    $ 82.6    $  823.3      $ 223.6     $ 704.4      $ 10.5      $ 256.5 
Life 
  Insurance     48.2       181.0       178.6       210.9        32.8         62.2 
              -------   ---------   ----------   --------   -----------   --------- 
  Total       $130.8    $1,004.3      $402.2      $915.3       $43.3       $318.7 
              =======   =========   ==========   ========   ===========   ========= 

1994 
 ---------- 
Financial 
  Services    $ 70.2    $   745.9     $ 130.0     $ 639.9      $ 9.6       $ 176.9 
Life 
  Insurance     54.0       171.3       160.8       214.2        16.8         58.3 
              -------   ---------   ----------   --------   -----------   --------- 
  Total       $124.2    $  917.2      $290.8      $854.1       $26.4       $235.2 
              =======   =========   ==========   ========   ===========   ========= 

1993 
 ---------- 
Financial 
  Services    $ 32.0    $   739.2     $ 121.6     $ 624.1      $ (1.4)     $ 149.0 
Life 
  Insurance     50.1       172.7       148.9       194.3        21.2         58.2 
              -------   ---------   ----------   --------   -----------   --------- 
  Total       $ 82.1    $  911.9      $270.5      $818.4       $19.8       $207.2 
              =======   =========   ==========   ========   ===========   ========= 
</TABLE>

(1) The allocation of net investment income is based upon the investment year 
    method or specific identification of certain portfolios within specific 
    segments. 



                                       41
<PAGE>

           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
        (A wholly owned subsidiary of Aetna Retirement Services, Inc.) 
                                 SCHEDULE IV 
                                 Reinsurance 
                       For the years ended December 31, 
                                  (millions) 

<TABLE>
<CAPTION>
                                                           Assumed                Percentage 
                                              Ceded to      from                  of Amount 
                                   Direct       Other       Other        Net      Assumed to 
                                   Amount     Companies   Companies    Amount        Net 
                                  ---------   ---------   ---------   ---------   ---------- 
<S>                               <C>         <C>         <C>         <C>         <C>
1995 
 ------------------------------ 
Life insurance in force           $36,031.5   $1,846.8    $3,596.7    $37,781.4       9.5% 
                                  =========   =========   =========   =========   ========== 
 Premiums: 
  Life Insurance                  $    28.8   $    8.6    $   28.0    $    48.2      58.1 
  Accident and Health 
  Insurance                             7.5        7.5       --           --          -- 
  Annuities                            82.1      --            0.5         82.6       0.6 
                                  ---------   ---------   ---------   ---------   ---------- 
   Total earned premiums          $   118.4   $   16.1    $   28.5    $   130.8      21.8 
                                  =========   =========   =========   =========   ========== 
1994 
 ------------------------------ 
Life insurance in force           $32,184.3   $1,423.0    $2,677.8    $33,439.1       8.0% 
                                  =========   =========   =========   =========   ========== 
 Premiums: 
  Life Insurance                  $    27.3   $    6.0    $   32.8    $    54.1      60.6 
  Accident and Health 
  Insurance                             9.3        9.3       --           --          -- 
  Annuities                            69.9      --            0.2         70.1       0.3 
                                  ---------   ---------   ---------   ---------   ---------- 
   Total earned premiums          $   106.5   $   15.3    $   33.0    $   124.2      26.6 
                                  =========   =========   =========   =========   ========== 
1993 
 ------------------------------ 
Life insurance in force           $30,602.3   $1,210.2    $3,099.0    $32,491.1       9.5% 
                                  =========   =========   =========   =========   ========== 
 Premiums: 
  Life Insurance                  $    22.4   $    5.6    $   33.3    $    50.1      66.5 
  Accident and Health 
  Insurance                            12.9       12.9       --           --          -- 
  Annuities                            31.3      --            0.7         32.0       2.2 
                                  ---------   ---------   ---------   ---------   ---------- 
   Total earned premiums          $    66.6   $   18.5    $   34.0    $    82.1      41.4 
                                  =========   =========   =========   =========   ========== 
</TABLE>



                                       42
<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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http://www.aetna.com






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