<PAGE>   1
                                                                   Exhibit 10.14

                             THE TRAVELERS INSURANCE
                           DEFERRED COMPENSATION PLAN
                          [FORMERLY THE TRAVELERS TESIP
                   RESTORATION AND NON-QUALIFIED SAVINGS PLAN]

                                    ARTICLE 1
                                     PURPOSE


         The purpose of The Travelers Insurance Deferred Compensation Plan (the
"Plan") is to provide a means whereby The Travelers Insurance Group Inc. (the
"Company"), as successor to The Travelers Corporation, may restore the
tax-deferral savings opportunities to employees of The Travelers Insurance
Company and The Travelers Indemnity Company and certain of their affiliates who
are treated as "highly compensated employees" under the Internal Revenue Code of
1986, as amended (the "Code"), and as such are restricted in the level of
participation under 401(k) and similar plans as are afforded non-highly
compensated employees and to offer improved flexibility for retirement, tax and
estate planning to a select group of key management employees of the Company and
its subsidiaries (including, at the Committee's option, subsidiaries the
employees of which are not eligible to participate in TESIP) who have rendered
and continue to render valuable services to the Company.

         The Plan incorporates and replaces the TESIP Restoration Plan which was
effective as of January 1, 1990 and The Travelers TESIP Restoration and
Non-Qualified Savings Plan which was effective as of January 1, 1991. The Plan
includes the rollover of non-qualified balances for Transferred Employees that
had previously been part of Aetna Life and Casualty Company's Incentive Deferral
Plan and Aetna Life and Casualty Company's Supplemental Incentive Savings Plan
("SISP"). The Plan set forth herein is amended and restated as of January 1,
1997.


                                    ARTICLE 2
                       DEFINITIONS AND CERTAIN PROVISIONS

         Beneficiary. "Beneficiary" means the person or persons designated as
such in accordance with Article 6.

         Board. "Board" means the Board of Directors of the Company.

         Committee. "Committee" means the Plans Administration Committee of
Travelers Group Inc.

         Fixed Income Declared Rate. "Fixed Income Declared Rate" means the
fixed interest rate expressed as an effective annual yield for the Plan Year for
Fund 2 under TESIP which is invested in a group annuity contract. The Fixed
Income Declared Rate will be determined annually at the beginning of each Plan
Year and credited monthly as of the last business day of the month.

         Deferral Account. "Deferral Account" means the account maintained on
the books of account of the Company for each Participant for each Deferral
Account Cycle pursuant to Section 4.2.
<PAGE>   2
         Deferral Account Cycle. "Deferral Account Cycle" means a period of five
(5) Plan Years as determined by the Committee over which a Participant defers
Salary and/or Incentive Award. The first Deferral Account Cycle covers the Plan
Years 1990 through 1994.

         Disability. "Disability" means any disability as defined under the
terms of The Travelers Group Long-Term Disability Plan.

         Eligible Employee. "Eligible Employee" means any Employee of the
Company or any designated subsidiary who is considered by the Company to be a
key management employee, including employees of a subsidiary which does not
participate in TESIP and employees who have not yet met the TESIP service
requirements.

         Employee. "Employee" means any person employed by an Employer on a
regular full-time salaried basis, including officers of the Employer.

         Employer. "Employer" means the Company and any of its subsidiaries.

         Enrollment Agreement. "Enrollment Agreement" means the authorization
form which an Eligible Employee files with the Company to participate in the
Plan.

         Enrollment Period. "Enrollment Period" means the period from 10/31 to
12/31 of the calendar year preceding the Plan Year or for newly hired employees,
within 30 days of employment and otherwise as determined by the Committee.

         Incentive Award. "Incentive Award" means with respect to a Participant
for any Plan Year the incentive award paid to the Participant for such Plan Year
under an annual incentive plan.

         Participant. "Participant" means an Eligible Employee who has filed a
completed and executed Enrollment Agreement with the Committee and is
participating in the Plan in accordance with the provisions of Article 4.

         Plan Year. "Plan Year" means the calendar year beginning January 1 and
ending December 31.

         Retirement. "Retirement" means the termination of a Participant's
employment with an Employer for reasons other than death or disability on or
after attaining age 55 with 5 or more years of Continuous Service, as determined
under The Travelers Pension Plan, or termination of employment on or after
attaining age 50 with 5 or more years of continuous service under circumstances
where the Participant is separated from service and entitled to payments under
the terms of The Travelers Separation Pay Plan. Retirement also means, where
applicable, the termination of a Participant's employment with the ability to
begin receiving benefits following such termination under the Retirement Plan
for Employees of Aetna Life and Casualty Company, however, in such event,
certain payments may not commence until a participant reaches age 62 in
accordance with elections made at the time of deferral.



                                        2
<PAGE>   3
         Salary. "Salary" means with respect to a Participant for any Plan Year
such Participant's annual base salary, as established on the books and records
of the participating employers.

         TESIP. "TESIP" means the Travelers Group 401(k) Savings Plan, as
successor plan to The Travelers Savings, Investment and Stock Ownership Plan, as
amended from time to time.

         The Travelers Pension Plan means The Pension Plan for Salaried
Employees of The Travelers Insurance Company and certain affiliates and any
successor plan thereto as amended from time to time.

                                    ARTICLE 3
                           ADMINISTRATION OF THE PLAN

         The Plan is administered by the Committee which is responsible for
overseeing the operation of the Plan and has the power to interpret provisions
of the plan. The Committee shall have all of the powers vested in it pursuant to
the terms of the Plan, including but not limited to the power and authority to
establish and modify eligibility criteria for participation and to modify the
terms and provisions of the Plan.

         Members of the Committee are appointed by the Board of Directors of
Travelers Group Inc. ("Travelers") for indefinite terms, may resign or be
removed at any time and serve without compensation for their services. Travelers
indemnifies such members to the fullest extent permitted by law and the By-Laws
of Travelers. Members of the Committee currently are officers or employees of
Travelers or its subsidiaries. The Committee maintains an office at 388
Greenwich Street, 36th Floor, New York, New York 10013. Correspondence to the
Committee should be sent to such address c/o Travelers Group Inc., Attention:
Plans Administration Committee.

         The Committee has delegated the day-to-day operations of the Plan which
are managed by the Corporate Compensation Department. Corporate Compensation can
be reached by dialing (860) 954-4099.

         Additional information about the Plan, the Committee and its members
may be obtained upon written request to Travelers Group Inc., Attn: Corporation
Compensation Department, 388 Greenwich Street, 36th Floor, New York, New York
10013 or by calling (212) 816-2577.

                                    ARTICLE 4
                                  PARTICIPATION

         4.1 Election to Participate. Any Eligible Employee may elect to
participate in the Plan effective as of the first day of the Plan Year by filing
during the Enrollment Period a completed and fully executed Enrollment Agreement
with the Committee prior to the beginning of such Plan Year. A separate
Enrollment Agreement must be completed for each Plan Year in which a Participant
makes deferrals under the Plan.



                                        3
<PAGE>   4
         For any Plan Year an Eligible Employee may elect to defer a percentage
of Salary (not to exceed 50% of the Participant's Salary at the rate in effect
during the Plan Year, or for newly hired eligible employees 50% of their initial
annual salary prorated for the remaining months of the Plan Year) and/or a
percentage of an Incentive Award (up to 70% of the Participant's cash Incentive
Award). This plan is offered in addition to the Travelers Group Capital
Accumulation Plan (CAP), Travelers Property Casualty Corp. Capital Accumulation
Plan (TAP CAP), and the Greenwich Street Capital Partners, L.P. (GSP). Incentive
deferrals to this plan will be made subsequent to any deferrals which may apply
due to voluntary or automatic participation in CAP, TAP CAP, or GSP.

         The Committee may establish minimum or maximum individual or aggregate
deferral amounts for each Plan Year. The Company reserves the right to make a
reduction in individual deferral amounts if the individual or aggregate
deferrals exceed a Company-determined dollar threshold. The Committee may
establish a minimum account value for continued participation in the plan and
may pay to participants the value of accounts below the minimum.

         4.2 Deferral Accounts. The Company shall establish and maintain a
separate Deferral Account for each Participant for each Deferral Account Cycle.
The amount by which a Participant's Salary or Incentive Award is reduced
pursuant to Section 4.1 shall be credited to the Participant's Deferral Account
no later than the first day of the month following the month in which such
compensation would otherwise have been paid. The Deferral Account shall be
debited by the amount of any such payments made to the Participant or the
Participant's Beneficiary with respect to such Deferral Account pursuant to this
Plan.

                  (a) Company Contributions. Prior to the 1997 Plan Year, the
         Plan provided that certain eligible Participants received Company
         Contributions. For 1990, the Company made contributions in accordance
         with Appendix A hereto. For 1991 to 1993 the Company made contributions
         in accordance with Appendix B hereto. For 1994 and 1995 the Company
         made contributions in accordance with Appendix C hereto. For 1996 the
         Company made contributions in accordance with Appendix D hereto for
         participants in Aetna Life and Casualty Company's Incentive Deferral
         Plan and Aetna Life and Casualty Company's Supplemental Incentive
         Savings Plan.

                  (b) Interest on Deferral Accounts. Prior to 1996 two types of
         returns were credited on Deferral Accounts prior to commencement of
         payment of benefits depending on the Declared Rate option which a
         Participant chose. These options were the Fixed Income Declared Rate
         and Equity Simulator Declared Rate.

                  Under the Fixed Income Declared Rate interest will be credited
         monthly to Deferral Accounts in the same manner as interest is credited
         on Fund 2 under TESIP. Under the Equity Simulator Declared Rate in
         effect prior to 1996, a rate of return (which may be positive or
         negative) was credited as of the end of each month at the same rate
         which was credited on Fund 1 under TESIP. After 1995 all Deferral
         Accounts are credited with the Fixed Income Declared Rate.

                  A Participant's Deferral Account will continue to be credited
         with the Fixed Income Declared Rate after benefit payments from such
         Deferral Account commence.


                                        4
<PAGE>   5
         4.3 Valuation of Accounts. The value of a Deferral Account as of any
date shall equal the amounts theretofore credited to such account, plus the
interest deemed to be earned on such account in accordance with Section 4.2
through the valuation date, less the amounts theretofore debited to such
account. Any valuation shall be made as of the last business day of the month.

         4.4 Statement of Accounts. The Committee shall submit to each
Participant, within one hundred twenty (120) days after the close of each Plan
Year, a statement in such form as the Committee deems desirable setting forth
the balance standing to the credit of each Participant in each of his or her
Deferral Accounts.

                                    ARTICLE 5
                                    BENEFITS

         5.1 Retirement Benefit. A Participant is eligible for a Retirement
Benefit under this Plan when he or she has satisfied all of the requirements for
Retirement (as defined in Article 2). The Retirement Benefit for a Deferral
Account will be based on the total value of the Deferral Account.

         The Retirement Benefit for a Deferral Account will be paid beginning
approximately 30 days of the date and in the manner which the Participant elects
when he or she enrolls in the Deferral Account. After the Participant elects the
commencement date and the form of payment, he or she may not change the
election. At the time of enrollment a Participant may elect to receive a
Retirement Benefit for a Deferral Account at Retirement or at age 65, if later,
in either a lump sum or annual installments over 5, 10 or 15 years. The lump-sum
payment will be made or annual installment payments will commence approximately
30 days after Retirement or approximately 30 days following the date on which
the Participant attains age 65, according to the Participant's enrollment
agreement. The account valuation will be as of the last business day of the
month preceding the payment date.

         If a Participant elects to receive his or her Retirement Benefit in
installment payments, the account will be valued on the last business day of the
month in which the Participant is deemed to be retired, or attained age 65 if
applicable. Retirements are deemed to be the first of a month following the
termination of employment. The payments will be determined annually by dividing
the Participant's then current Deferral Account balance at commencement and on
each anniversary of the valuation year by the number of remaining years in the
payment period based on the Participant's retirement payment election. The Fixed
Income Declared Rate will be credited during any payment year on the unpaid
Deferral Account balance. After the Participant's death, interest earned during
the payment period will instead be distributed in full.

         The Committee may, in its discretion, permit alternative payment
elections for future deferrals and may permit the form and timing of payments
elected by participants (in accordance with the terms and provisions of a plan
then in effect) with respect to balances transferred into the Plan when such
transfers are authorized by the Company or the Employer in connection with a
merger, acquisition or other business combination.

         5.2 Disability. If a Participant becomes disabled, Participant
deferrals that otherwise would have been credited to the Participant's Deferral
Accounts will cease during such Disability. The Participant's Deferral Accounts
will continue to earn interest at the Declared Rate. The Participant's Deferral
Account balances will be distributed as a Retirement Benefit or Survivor

                                        5
<PAGE>   6
Benefit, whichever is applicable, beginning on the date and in the form which
the Participant elected in his Enrollment Agreement, but in no event beginning
earlier than 12 months after the date of the Participant's Disability. In the
sole discretion of the Committee, the Company may commence payments on an
earlier date.

         5.3 Termination Benefit. Notwithstanding other provisions of this plan
if a Participant (i) ceases to be an Employee for any reason other than death,
Disability or Retirement, or (ii) fails to return to the status of an Active
Employee within sixty (60) days following recovery from a Disability prior to
Retirement, the Company shall pay to the Participant in one lump sum an amount
(the "Termination Benefit") equal to the value of the Participant's Deferral
Accounts as provided in Section 4.3.

         The account valuation will be as of the last business day of the month
of termination of employment (or the end of the 60-day period following the end
of a disability).

         5.4  Survivor Benefits.

         If a Participant dies, a Survivor Benefit will be paid to his
Beneficiary in a lump sum in the month following the Participant's death. The
Survivor Benefit will be equal to the Deferral Account balance(s) of the
Participant.

         The account valuation will be as of the last business day of the month
of the death.

         5.5 Emergency Benefit. In the event that the Committee, upon written
petition of the Participant or beneficiary of such Participant, determines in
its sole discretion that the Participant has suffered an unforeseeable financial
emergency, the Employer shall pay to the Participant, as soon as practicable
following such determination, an amount necessary to meet the emergency.
Participants who suffer an emergency prior to commencement of benefit payments
would receive an amount not in excess of the Deferral Account balance to which
such Participant would have been entitled pursuant to Section 5.3 if he or she
had a termination of employment on the date of such determination and received a
lump sum payment (the "Emergency Benefit"). Participants in the process of
receiving installment payments would receive an amount not in excess of the
present value of the remaining installment payments. For purposes of this Plan,
an unforeseeable financial emergency is an unexpected need for cash arising from
an illness, casualty loss, sudden financial reversal, or other such
unforeseeable occurrence. The amount of the benefits otherwise payable under the
Plan shall thereafter be adjusted to reflect the early payment of the Emergency
Benefit.

         5.6 Small Benefit. In the event the Committee determines that the
balance of a Participant's Deferral Account is less than $10,000 at the time of
commencement of payment of his or her Retirement Benefit, or the portion of the
balance of the Participant's Deferral Account payable to any Beneficiary is less
than $10,000 at the time of commencement of payment of a Survivor Benefit to
such Beneficiary, the Company may pay the benefit in the form of a lump-sum
payment, notwithstanding any provision of this Article 5 to the contrary. Such
lump-sum payment shall be equal to the balance of the Participant's Deferral
Account or the portion thereof payable to a Beneficiary.

                                        6
<PAGE>   7
         5.7 Withholding; Unemployment Taxes. To the extent required by the law
in effect at the time payments are made, the Company shall withhold from any
amounts deferred under the Plan or from payments made hereunder the taxes
required to be withheld by the federal or any state or local government.

                                    ARTICLE 6
                             BENEFICIARY DESIGNATION

         Each Participant shall have the right, at any time, to designate any
person or persons as Beneficiary or Beneficiaries to whom payments under this
Plan shall be made in the event of the Participant's death prior to complete
distribution to the Participant of the benefits due under the Plan. Each
Beneficiary designation shall become effective only when filed in writing with
the Committee on a form prescribed or accepted by the Committee.

         Any Participant shall have the right to designate a new Beneficiary at
any time by filing with the Committee a written request for such change, but any
such change shall become effective only upon receipt of such request by the
Committee. Upon receipt by the Committee of such request, the change shall
relate back to and take effect as of the date the Participant signs such request
whether or not the Participant is living at the time the Committee receives such
request.

         To the extent a Participant designates a beneficiary other than a
spouse, the administrative rules under the Travelers Group 401(k) Savings Plan
apply. If there is no designated Beneficiary living at the death of the
Participant when any payment hereunder shall be payable to a Beneficiary, then
such payment shall be made as follows:

         To such Participant's wife or husband, if living and if not living, to
         such Participant's then living lineal descendants, in equal shares, per
         stirpes; if none survives, to such Participant's surviving parents,
         equally; if neither survives, to such Participant's executors or
         administrators.

                                    ARTICLE 7
                        AMENDMENT AND TERMINATION OF PLAN

         7.1 Amendment. The Senior Vice President, Human Resources of Travelers
Group Inc. or the Board may at any time amend the Plan in whole or in part;
provided, however, that no such amendment shall be effective to decrease the
benefits accrued by any Participant prior to the date of such amendment and any
change in the definitions of the Declared Rates shall be effective only as to
Plan Years beginning after the date of such amendment. Written notice of any
amendment shall be given to each current or former Employee then participating
in the Plan.

         7.2  Termination.

                  (a) Company's Right to Terminate. The Senior Vice President,
         Human Resources of Travelers Group Inc. or the Board may at any time
         terminate the Plan, if in his or her or its judgment, the continuance
         of the Plan would not be in the best interests of Travelers Group Inc.,
         the Company or its affiliates.

                  (b) Payments Upon Termination. Upon termination of the Plan
         under this Section 7.2, the Participants will be deemed to have
         voluntarily terminated their participation

                                        7
<PAGE>   8
         under the Plan as of the date of such termination. Salary and Incentive
         Awards shall cease to be deferred, and the Company will pay to each
         Participant the value of each of the Participant's Deferral Accounts,
         determined as if each Participant had terminated employment on the date
         of such termination of the Plan, at such times and pursuant to such
         terms and conditions as the Committee in its sole discretion shall
         determine. Participants or Beneficiaries receiving Retirement Benefit
         installments shall receive a lump sum payment equal to the remaining,
         unpaid Deferred Account balance.

                                    ARTICLE 8
                                  MISCELLANEOUS

         8.1 Unsecured General Creditor. Participants and their Beneficiaries,
heirs, successors, and assigns shall have no legal or equitable rights, claims,
or interests in any specific property or assets of the Company, nor shall they
be beneficiaries of, or have any rights, claims, or interests in any life
insurance policies, annuity contracts, or the proceeds therefrom owned or which
may be acquired by the Company ("Policies"). Such Policies or other assets of
the Company shall not be held under any trust for the benefit of Participants,
their Beneficiaries, heirs, successors, or assigns (other than a grantor trust
established to assist the Company in meeting its obligations hereunder and the
assets of which are available to general creditors if the Company becomes
insolvent), or held as collateral security for the fulfilling of the obligation
of the Company under this Plan. Any and all of the Company's assets and Policies
shall be, and remain, the general, unpledged, unrestricted assets of the
Company. The Company's obligation under the Plan shall be merely that of an
unfunded and unsecured promise of the Company to pay money in the future.

         8.2 Obligations to Company. If a Participant becomes entitled to a
distribution of benefits under the Plan, and if at such time the Participant has
outstanding any debt, obligation, or other liability representing an amount
owing to the Company or its affiliates, then the Company may offset such amount
owed to it against the amount of benefits otherwise distributable. Such
determination shall be made by the Committee.

         8.3 Nonassignability. Neither a Participant nor any other person shall
have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage
or otherwise encumber, hypothecate or convey in advance of actual receipt the
amounts, if any, payable, hereunder, or any part thereof, or interest therein
which are, and all rights to which are, expressly declared to be unassignable
and non-transferable. No part of the amounts payable shall, prior to actual
payment, be subject to seizure or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by a Participant or any other
person, nor be transferable by operation of law in the event of a Participant's
or any other person's bankruptcy or insolvency.

         8.4 Employment Not Guaranteed. Nothing contained in this Plan nor any
action taken hereunder shall be construed as a contract of employment or as
giving any Employee any right to be retained in the employ of the Company or its
affiliates.



                                        8
<PAGE>   9
         8.5 Protective Provisions. Each Participant shall cooperate with the
Company by furnishing any and all information requested by the Company in order
to facilitate the payment of benefits hereunder, by taking such physical
examinations as the Company may deem necessary and by taking such other relevant
action as may be requested by the Company. If a Participant refuses to
cooperate, the Company shall have no further obligation to the Participant under
the Plan, other than payment to such Participant of the cumulative reductions in
Salary and Incentive Awards theretofore made pursuant to this Plan.

         8.6 Gender, Singular & Plural. All pronouns and any variations thereof
shall be deemed to refer to the masculine, feminine, or neuter, as the identity
of the person or persons may require. As the context may require, the singular
may be read as the plural and the plural as the singular.

         8.7 Captions. The captions of the articles, sections, and paragraphs of
this Plan are for convenience only and shall not control or affect the meaning
of construction of any of its provisions.

         8.8 Validity. In the event any provision of this Plan is held invalid,
void, or unenforceable, the same shall not affect, in any respect, whatsoever,
the validity of any other provision of this Plan.

         8.9 Notice. Any notice or filing required or permitted to be given to
the Committee under the Plan shall be sufficient if in writing and hand
delivered, or sent by registered or certified mail, to the Company, directed to
the attention of the Plans Administration Committee of the Company, Attention:
Administrator, at the address set forth in Article 3. Such notice shall be
deemed given as to the date of delivery or, if delivery is made by mail, as of
the date shown on the postmark on the receipt for registration or certification.

         8.10 Applicable Law. This Plan shall be governed and construed in
accordance with the laws of the State of Connecticut.

         8.11 Trust Fund. The Company shall be responsible for the payment of
all benefits provided under the Plan. At its discretion, the Company may
establish one or more trusts, with such trustees as the Board or the Committee
may approve, for the purpose of providing for the payment of such benefits. Such
trust or trusts may be irrevocable, but the assets thereof shall be subject to
the claims of the Company's creditors. To the extent any benefits provided under
the Plan are actually paid from any such trust, the Company shall have no
further obligation with respect thereto, but to the extent not so paid, such
benefits shall remain the obligation of, and shall be paid by, the Company.

         8.12 Ineligible Participant. Notwithstanding any other provisions of
this Plan to the contrary, if any Participant is determined not to be a
"management or highly compensated employee" within the meaning of ERISA or
Regulations thereunder, such Participant will not be eligible to participate in
this Plan and shall receive an immediate lump-sum payment equal to the amounts
standing credited to his or her Deferral Accounts. Upon such payment, no
survivor benefit or other benefit shall thereafter be payable under this Plan
either to the Participant or any Beneficiary of the Participant.


                                        9
<PAGE>   10
                                   APPENDIX A

                             TESIP RESTORATION PLAN


         The TESIP Restoration Plan was effective only for 1990. Deferral
Accounts under the TESIP Restoration Plan were converted to Deferral Accounts
under The Travelers TESIP Restoration and Non-Qualified Savings Plan effective
January 1, 1991.

         Eligible Employees were permitted to make Salary deferrals for the
period from July through December 1990 and were permitted to defer Incentive
Awards paid in 1990. The maximum deferral permitted was 17% of compensation
(year-end 1989 Salary plus last paid Incentive Award) minus the TESIP Offset
($10,480 for 1990).

         For 1990 the Company contributed to the Deferral Account of a
Participant the following amounts:

                  (a) Company Matching Contribution. The Company made a matching
         contribution of 100% of the amount of compensation the Participant
         deferred (up to a maximum of the first 5% of compensation), less the
         TESIP Offset of $10,480.

                  (b) TESIP Restoration Contribution. The Company also made an
         additional contribution if participation in the TESIP Restoration Plan
         reduced the Participant's Company contribution under TESIP.

         The Fixed Income Declared Rate was credited during 1990 on all Deferral
Accounts under the TESIP Restoration Plan.


                                       10
<PAGE>   11
                                   APPENDIX B

                                   1991 - 1993



         -        Deferral of up to 50% of salary and up to 100% of incentive
                  plan award (eg., MIP) on a pre-tax basis.


         -        Restore matching contributions from The Travelers up to a full
                  5% of compensation.


         -        Earn tax-deferred interest based on either a fixed rate of
                  return or a simulated equity rate of return, eg., S&P 500
                  Index.


                                       11
<PAGE>   12
                                   APPENDIX C

                                  1994 AND 1995



         -        Deferral of up to 50% of salary and up to 100% of eligible
                  incentive plan awards on a pre-tax basis.


         -        Restore matching contributions from The Travelers up to 2.5%
                  of compensation plus a variable matching contribution in the
                  event such a contribution is made under TESIP.


         -        Earn tax-deferred interest based on either a fixed rate of
                  return or a simulated equity rate of return, e.g., S&P 500
                  Index.



                                       12
<PAGE>   13
                                   APPENDIX D


Pursuant to section 4.2 of the Plan, the Company allows the tax deferred
rollover of non-qualified balances that had previously been part of Aetna's
Incentive Deferral Plan and Aetna's Supplemental Incentive Savings Plan (SISP)
and will credit to Deferral Accounts any amounts deferred during 1996 and
Company Contributions made pursuant to Aetna's Incentive Deferral Plan and
Aetna's SISP during 1996.


Distribution Elections

For all balances transferred from Aetna's Incentive Deferral plan, the payment
elections that were made under Aetna's Plan will continue to govern the
distribution of those balances.

For all balances transferred from Aetna's SISP, participants will make a payment
election based on choices that are similar to those that existed under Aetna's
Incentive Deferral Plan. The Company reserves the right to require participants
to provide new payment elections consistent with those then available under the
Plan. Elections for payment upon retirement for balances transferred from
Aetna's SISP plan commence by definition under such plan on or after age 62.



                                       13