485BPOS

                                            Registration Statement No. 333-58809
                                                                       811-08869

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-4

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              Post-Effective No. 6

                                       And

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
                              Post-Effective No. 6


            THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES
            ---------------------------------------------------------
                           (Exact name of Registrant)

                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                     --------------------------------------
                               (Name of Depositor)

                  ONE TOWER SQUARE, HARTFORD, CONNECTICUT 06183
                  ---------------------------------------------
              (Address of Depositor's Principal Executive Offices)

        Depositor's Telephone Number, including area code: (860) 277-0111
                                                           --------------

                                ERNEST J. WRIGHT
                     The Travelers Life and Annuity Company
                                One Tower Square
                           HARTFORD, CONNECTICUT 06183
                           ---------------------------
                     (Name and Address of Agent for Service)


Approximate Date of Proposed Public Offering:


It is proposed that this filing will become effective (check appropriate box):

           immediately upon filing pursuant to paragraph (b) of Rule 485.
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  X        on May 1, 2002 pursuant to paragraph (b) of Rule 485.
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           60 days after filing pursuant to paragraph (a)(1) of Rule 485.
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           on ___________ pursuant to paragraph (a)(1) of Rule 485.
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If appropriate, check the following box:

_____     this post-effective amendment designates a new effective date for a
          previously filed post-effective amendment.

Travelers Retirement Account Annuity Prospectus:

The Travelers Separate Account Five For Variable Annuities
The Travelers Separate Account Six For Variable Annuities

This prospectus describes Travelers Retirement Account Annuity, a flexible premium deferred variable annuity contract (the “Contract”) issued by The Travelers Insurance Company or The Travelers Life and Annuity Company. Refer to the first page of your Contract for the name of your issuing company. The Contract is available in connection with certain retirement plans that qualify for special federal income tax treatment (“qualified Contracts. We may issue it as an individual Contract or as a group Contract. When we issue a group Contract, you will receive a certificate summarizing the Contract’s provisions. For convenience, we refer to Contracts and certificates as “Contracts.”

You can choose to have your premium (“purchase payments”) and any applicable purchase payment credits accumulate on a variable and/or fixed basis in one of our funding options. Your contract value before the maturity date and the amount of monthly income afterwards will vary daily to reflect the investment experience of the variable funding options you select. You bear the investment risk of investing in the variable funding options. The variable funding options are:

Capital Appreciation Fund	PIMCO Variable Insurance Trust	The Travelers Series Trust
Managed Assets Trust	Total Return Portfolio(7) — Administrative Class	Disciplined Mid Cap Stock Portfolio
High Yield Bond Trust	Putnam Variable Trust	Equity Income Portfolio
Money Market Portfolio (Travelers)	Putnam VT International Growth	Federated Stock Portfolio
AIM Variable Insurance Funds	Fund -Class IB Shares	Large Cap Portfolio
AIM V.I. Premier Equity Fund – Series I(1)	Putnam VT Small Cap Value Fund -Class IB Shares	Lazard International Stock Portfolio
CitiStreet Funds, Inc.	Putnam VT Voyager II Fund — Class IB Shares	MFS Emerging Growth Portfolio
CitiStreet Diversified Bond Fund-Class I	Salomon Brothers Variable Series Funds, Inc	MFS Mid Cap Growth Portfolio
CitiStreet International Stock Fund-Class I	Capital Fund	MFS Research Portfolio
CitiStreet Large Company Stock Fund-Class I	Investors Fund	Social Awareness Stock Portfolio
CitiStreet Small Company Stock Fund-Class I	Small Cap Growth Fund	Travelers Quality Bond Portfolio
Credit Suisse Trust(2)	Total Return Fund	U.S. Government Securities Portfolio
Credit Suisse Emerging Markets Portfolio(3)	Smith Barney Investment Series	Utilities Portfolio
Delaware VIP Trust(4)	Smith Barney Large Cap Core Portfolio	Van Kampen Life Investment Trust
VIP REIT Series(5) – Standard Class	Smith Barney Premier Selections All	Emerging Growth Portfolio—
VIP Small Cap Value Series(6)– Standard Class	Cap Growth Portfolio	Class II Shares
Dreyfus Variable Investment Fund	Strong Variable Insurance Funds, Inc.	Enterprise Portfolio - Class II Shares
Appreciation Portfolio — Initial Shares	Strong Multi Cap Value Fund II	Variable Annuity Portfolios
Small Cap Portfolio — Initial Shares	Travelers Series Fund, Inc.	Smith Barney Small Cap Growth
Greenwich Street Series Fund	AIM Capital Appreciation Portfolio	Opportunities Portfolio
Appreciation Portfolio	Alliance Growth Portfolio	Variable Insurance Products II Fund (Fidelity)
Equity Index Portfolio — Class II	MFS Total Return Portfolio	Asset Manager Portfolio — Service Class 2
Fundamental Value Portfolio	Putnam Diversified Income Portfolio	Contrafund Portfolio — Service Class 2
Janus Aspen Series	Smith Barney Aggressive Growth Portfolio	Variable Insurance Products Fund III (Fidelity)
Aggressive Growth Portfolio - Service	Smith Barney High Income Portfolio	Dynamic Capital Appreciation
Shares	Smith Barney International All Cap Growth Portfolio	Portfolio — Service Class 2
Balanced Portfolio — Service Shares	Growth Portfolio	Mid Cap Portfolio - Service Class 2
Worldwide Growth Portfolio – Service Shares	Smith Barney Large Capitalization Growth Portfolio

(1)	formerly AIM V.I. Value Fund	(5)	formerly REIT Series
(2)	formerly Credit Suisse Warburg Pincus Trust	(6)	formerly Small Cap Value Series
(3)	formerly Emerging Markets Portfolio	(7)	formerly Total Return Bond Portfolio
(4)	formerly Delaware Group Premium Fund REIT Series

We also offer variable annuity contracts that do not have purchase payment credits, and therefore may have lower fees. Over time, the value of the purchase payment credits could be more than offset by higher charges. You should carefully consider whether or not this Contract is the most appropriate investment for you.

The Contract, certain contract features and/or some of the funding options may not be available in all states. The current prospectuses for the underlying funds that support the variable funding options must accompany this prospectus. Read and retain them for future reference.

This prospectus provides the information that you should know before investing in the Contract. You can receive additional information about your Contract by requesting a copy of the Statement of Additional Information (“SAI”) dated May 1, 2002. We filed the SAI with the Securities and Exchange Commission (“SEC”), and it is incorporated by reference into this prospectus. To request a copy, write to The Travelers Insurance Company, Annuity Investor Services, One Tower Square, Hartford, Connecticut 06183, call 1-800-842-9406 or access the SEC’s website (http://www.sec.gov). See Appendix E for the SAI’s table of contents.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Variable annuity contracts are not deposits of any bank, and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Prospectus dated May 1, 2002

TABLE OF CONTENTS

Index of Special Terms	2	Payment Options	33
Summary	3	Election of Options	33
Fee Table	6	Annuity Options	33
The Annuity Contract	16	Miscellaneous Contract Provisions	34
Contract Owner Inquiries	16	Right to Return	34
Purchase Payments	16	Termination	34
Purchase Payment Credits	16	Required Reports	34
Conservation Credits	17	Suspension of Payments	34
Accumulation Units	17	The Separate Accounts	35
The Variable Funding Options	17	Performance Information	35
The Fixed Account	22	Federal Tax Considerations	36
Charges and Deductions	22	Non-Resident Aliens	36
General	22	General Taxation of Annuities	36
Withdrawal Charge	23	Qualified Annuity Contracts	36
Free Withdrawal Allowance	24	Penalty Tax for Premature Distributions	37
Transfer Charge	24	Diversification Requirements for
Mortality and Expense Risk Charge	24	Variable Annuities	37
Variable Funding Option Expenses	24	Ownership of the Investments	37
Floor Benefit/Liquidity Benefit Charges	25	Mandatory Distributions for Qualified Plans	37
CHART Asset Allocation Program Charges	25	Taxation of Death Benefit Proceeds	37
Premium Tax	25	Available Information	37
Changes in Taxes Based Upon	25	Incorporation of Certain Documents by Reference.	38
Premium or Value		Other Information	38
Transfers	25	The Insurance Companies	38
Dollar Cost Averaging...	26	Financial Statements	38
Access to Your Money	27	Distribution of Variable Annuity Contracts	39
Systematic Withdrawals	27	Conformity with State and Federal Laws	39
Managed Distribution Program	27	Voting Rights.	39
Ownership Provisions	27	Legal Proceedings and Opinions	39
Types of Ownership	27	Appendix A: Condensed Financial
Contract Owner	27	Information for The Travelers Insurance
Beneficiary	28	Company: Separate Account Five	A-1
Death Benefit	28	Appendix B:Condensed Financial Information
Death Proceeds Before the Maturity Date	28	for The Travelers Life and Annuity
Payment of Proceeds	29	Company:Separate Account Six	B-1
Beneficiary Contract Continuance	30	Appendix C: Waiver of Withdrawal
Planned Death Benefit	30	Charge for Nursing Home Confinement	C-1
Death Proceeds After the Maturity Date	31	Appendix D: Market Value Adjustment	D-1
The Annuity Period	31	Appendix E: Contents of the Statement
Maturity Date	31	of Additional Information	E-1
Liquidity Benefit	31
Allocation of Annuity	32
Variable Annuity	32
Fixed Annuity	32

INDEX OF SPECIAL TERMS

The following terms are italicized throughout the prospectus. Refer to the page listed for an explanation of each term.

Accumulation Unit	17	Contract Year	16
Accumulation Period	17	Death Report Date	28
Annuitant	27	Maturity Date	31
Annuitization Credit	32	Net Investment Rate	32
Annuity Payments	31	Purchase Payment	16
Annuity Unit	17	Purchase Payment Credit	16
Cash Surrender Value	27	Underlying Fund	17
Conservation Credit	17	Variable Funding Option(s)	17
Contract Date	16	Written Request	16
Contract Owner	27
Contract Value	16

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Summary:
Travelers Retirement Account

This summary details some of the more important points that you should know and consider before purchasing the Contract. Please read the entire prospectus carefully.

What company will issue my Contract? Your issuing company is either The Travelers Insurance Company or The Travelers Life and Annuity Company, (“the Company,” “We” or “Us”). Refer to your Contract for the name of your issuing Company. Each company sponsors its own segregated asset account (“Separate Account”). The Travelers Insurance Company sponsors the Travelers Separate Account Five for Variable Annuities (“Separate Account Five”); The Travelers Life and Annuity Company sponsors the Travelers Separate Account Six for Variable Annuities (“Separate Account Six”). When we refer to the Separate Account, we are referring to either Separate Account Five or Separate Account Six, depending upon your issuing Company. The Contract may not currently be available for sale in all states.

Can you give me a general description of the Contract? We designed the Contract for retirement savings or other long-term investment purposes. The Contract provides a death benefit as well as guaranteed payout options. You direct your payment(s) to one or more of the variable funding options and/or to the Fixed Account that is part of our general account (the “Fixed Account”). We guarantee money directed to the Fixed Account as to principal and interest. The variable funding options are designed to produce a higher rate of return than the Fixed Account; however, this is not guaranteed. You can also lose money in the variable funding options.

The Contract, like all deferred variable annuity contracts, has two phases: the accumulation phase and the payout phase (annuity period). During the accumulation phase generally, your pre-tax contributions accumulate on a tax-deferred basis and are taxed as income when you make a withdrawal, presumably when you are in a lower tax bracket. The payout phase occurs when you begin receiving payments from your Contract. The amount of money you accumulate in your Contract determines the amount of income (annuity payments) you receive during the payout phase.

During the payout phase, you may choose one of a number of annuity options. You may receive income payments from the variable funding options and/or the Fixed Account. If you elect variable income payments, the dollar amount of your payments may increase or decrease. Once you choose one of the annuity options and begin to receive payments, it cannot be changed.

Who should purchase this Contract? The Contract is currently only available for use in connection with tax qualified retirement plans (“Plans”), which include contracts qualifying under Section 401(a), 403(b), 408 or 457 of the Internal Revenue Code of 1986, as amended, as well as beneficiary–directed transfers of death benefit proceeds from another contract. Purchase of this Contract through a Plan does not provide any additional tax deferral benefits beyond those provided by the Plan. Accordingly, you should consider purchasing this Contract for its Death Benefit, Annuity Option Benefits, and other non-tax-related benefits.

You may purchase the Contract with an initial payment of at least $20,000. You may make additional payments of at least $5,000 at any time during the accumulation phase.

Who is the Contract Issued to? If you purchase an individual contract, you are the contract owner. If a group contract is purchased, we issue certificates to the individual participants. Where we refer to “you,” we are referring to the individual contract owner or the group participant, as applicable. We refer to both contracts and certificates as “Contracts.” If a group unallocated contract is purchased, we issue only the Contract.

We issue group contracts in connection with retirement plans. Depending on your Plan, certain features and/or variable funding options described in this prospectus may not be available to you. Your Plan provisions supercede the prospectus. If you have any questions about your specific Plan, contact your Plan administrator.

Is there a right to return period? If you cancel the Contract within ten days after you receive it, you will receive a full refund of your contract value plus any Contract charges and premium taxes you paid (but not fees and charges assessed by the underlying funds). Where state law requires a longer right to return period, or the return of purchase payments, the Company will comply. You bear the investment risk on the purchase payment allocated to a variable funding option during the right to return period; therefore, the contract value we return may be greater or less than your purchase payment.

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If you purchased your Contract as an Individual Retirement Annuity, and you return it within the first seven days after delivery, we will refund your full purchase payment . During the remainder of the right to return period, we will refund your contract value (including charges we assessed). We will determine your contract value at the close of business on the day we receive a written request for a refund.

During the right to return period, you will not bear any contract fees associated with the purchase payment credits. If you exercise your right to return, you will be in the same position as if you had exercised the right to return in a variable annuity contract with no purchase payment credit. You would, however, receive any gains, and we would bear any losses attributable to the purchase payment credits.

Can you give a general description of the variable funding options and how they operate? Through its subaccounts, the Separate Account uses your purchase payments to purchase units, at your direction, of one or more of the variable funding options. In turn, each variable funding option invests in an underlying mutual fund (“underlying fund”) that holds securities consistent with its own investment policy. Depending on market conditions, you may make or lose money in any of these variable funding options.

You can transfer among the variable funding options as frequently as you wish without any current tax implications. Currently there is no charge for transfers, nor a limit to the number of transfers allowed. We may, in the future, charge a fee for any transfer request, or limit the number of transfers allowed. At a minimum, we would always allow one transfer every six months. We reserve the right to restrict transfers that we determine will disadvantage other contract owners.

What expenses will be assessed under the Contract? The Contract has insurance features and investment features, and there are costs related to each. We deduct a mortality and expense risk (“M&E”) charge daily from the amounts you allocate to the Separate Account. We deduct the M&E at an annual rate of 0.80% for the Standard Death Benefit, and 1.25% for the Optional Death Benefit. Each underlying fund also charges for management costs and other expenses.

We will apply a withdrawal charge to withdrawals from the Contract, and will calculate it as a percentage of the purchase payments and any associated purchase payment credits. The maximum percentage is 5%, decreasing to 0% in years six and later.

If you select the Variable Annuitization Floor Benefit, there is a Floor Benefit charge assessed. This charge will vary based upon market conditions, and will be set at the time you choose this option. Once established, this charge will remain the same throughout the term of the annuitization. If you select the Liquidity Benefit, there is a surrender charge of 5% of the amounts withdrawn.

How will my purchase payments and withdrawals be taxed? Generally, the payments you make to a qualified Contract during the accumulation phase are made with before-tax dollars. Generally, you will be taxed on your purchase payments, purchase payment credits and on any earnings when you make a withdrawal or begin receiving annuity payments. Payments to the Contract are made with after-tax dollars, and any credits and earnings will generally accumulate tax-deferred. You will be taxed on these earnings when they are withdrawn from the Contract. If you are younger than 59 1/2 when you take money out, you may be charged a 10% federal penalty tax on the amount withdrawn.

How may I access my money? You can take withdrawals any time during the accumulation phase. Withdrawal charges, income taxes, and/or a penalty tax may apply to taxable amounts withdrawn.

What is the death benefit under the Contract? You may choose to purchase the Standard or Enhanced Death Benefit. If you die before the Contract is in the payout phase, the person you have chosen as your beneficiary will receive a death benefit. We calculate the death benefit value at the close of the business day on which our Home Office receives (1) due proof of death and (2) written payment instructions or the election of beneficiary contract continuance. Please refer to the Death Benefit section in the prospectus for more details.

Where may I find out more about accumulation unit values? The Condensed Financial Information in Appendix A or Appendix B to this prospectus provides more information about accumulation unit values.

Are there any additional features? This Contract has other features you may be interested in. These include:

• Dollar Cost Averaging. This is a program that allows you to invest a fixed amount of money in variable funding options each month, theoretically giving you a lower average cost per unit over time

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than a single one-time purchase. Dollar Cost Averaging requires regular investments regardless of fluctuating price levels, and does not guarantee profits or prevent losses in a declining market. Potential investors should consider their financial ability to continue purchases through periods of low price levels.

• Systematic Withdrawal Option. Before the maturity date, you can arrange to have money sent to you at set intervals throughout the year. Of course, any applicable income and penalty taxes will apply on amounts withdrawn.

• Managed Distribution Program. This program allows us to automatically calculate and distribute to you, in November of the applicable tax year, an amount that will satisfy the Internal Revenue Service’s minimum distribution requirements imposed on certain contracts once the owner reaches age 70 1/2 or retires. These minimum distributions occur during the accumulation phase.

• Asset Allocation Advice. If allowed, you may elect to enter into a separate advisory agreement with CitiStreet Financial Services LLC. (“CitiStreet”), an affiliate of the Company, for the purpose of receiving asset allocation advice under CitiStreet’s CHART Program. The CHART Program allocates all purchase payments among the CitiStreet Funds. The CHART Program and applicable fees are fully described in a separate disclosure statement.

• Beneficiary Contract Continuance (Not permitted for non-natural beneficiaries). If you die before the maturity date, and if the value of any beneficiary’s portion of the death benefit is between $20,000 and $1,000,000 as of the date of your death, that beneficiary(s) may elect to continue his/her portion of the Contract.

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FEE TABLE

The purpose of this Fee Table is to assist contract owners in understanding the various costs and expenses that you will bear, directly or indirectly, if you purchase this Contract. See “Charges and Deductions” in this prospectus for additional information. Expenses shown do not include premium taxes, which may be applicable. Each variable funding option purchases shares of the underlying fund at net asset value. The net asset value already reflects the deduction of each underlying fund’s Total Operating Expenses as shown in the table below; therefore, you are indirectly bearing the costs of underlying fund expenses.

We receive payments from some of the underlying funds or their affiliates for providing administrative or other services for a fund. These payments vary in amount and currently we receive payments at an annual rate of up to 0.50% of the average net amount invested in an underlying fund on behalf of Travelers’ Separate Accounts. These payments by the funds do not result in any charge to you in addition to the Total Annual Operating Expenses disclosed below for each fund.

The amounts shown in the table are based on historical fund expenses, as a percentage of each fund’s average daily net assets as of December 31, 2001 (unless otherwise indicated). This information was provided by the funds and we have not independently verified it. More detail concerning each fund’s fees and expenses is contained in the prospectus for each underlying fund.

Transaction Expenses

Withdrawal Charge

(as a percentage of the purchase payments and any applicable purchase payment credits withdrawn)

Years Since Purchase Payment Made	Withdrawal Charge
0-1	5%
2	4%
3	3%
4	2%
5	1%
6 and later	0%

During the annuity period, if you have elected the Liquidity Benefit, a surrender charge of 5% of the amount withdrawn will be assessed. See “Liquidity Benefit.”

Annual Separate Account Charges

(as a percentage of the average daily net assets of the Separate Account)

Standard Death Benefit :		Optional Death Benefit
Mortality and Expense Risk Charge	0.80%	Mortality and Expense Risk Charge	1.25%
Administrative Expense Charge	None	Administrative Expense Charge	None
Total Separate Account Charges	0.80%	Total Separate Account Charges	1.25%

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Variable Funding Option Expenses:

(as a percentage of average daily net assets of the funding option as of December 31, 2001, unless otherwise noted)

Each of the CitiStreet Funds is listed twice, once with and once without the optional CHART asset allocation fee of 0.80% reflected.

Funding Options:	Management Fee (after expense reimbursement)		Distribution and/or Service Fees (12b-1 Fees)		Other Expenses (after expense reimbursement)		Total Annual Operating Expenses (after expense reimbursement)
Capital Appreciation Fund		0.75%		—		0.09%		0.84%
High Yield Bond Trust		0.50%		—		0.23%		0.73%
Managed Assets Trust		0.50%		—		0.09%		0.59%
Money Market Portfolio (Travelers)		0.32%		—		0.08%		0.40%(1)
AIM Variable Insurance Funds
AIM V.I. Premier Equity Fund — Series I		0.60%		—		0.25%		0.85%(2)
CitiStreet Funds, Inc.
CitiStreet Diversified Bond Fund — Class I		0.45%		—		0.20%		0.65%
CitiStreet International Stock Fund — Class I		0.67%		—		0.19%		0.86%
CitiStreet Large Company Stock Fund — Class I		0.57%		—		0.12%		0.69%
CitiStreet Small Company Stock Fund — Class I		0.57%		—		0.20%		0.77%
CitiStreet Funds, Inc.** (Including Chart Fee)
CitiStreet Diversified Bond Fund — Class I		0.45%		—		1.00%		1.45%
CitiStreet International Stock Fund — Class I		0.67%		—		0.99%		1.66%
CitiStreet Large Company Stock Fund — Class I		0.57%		—		0.92%		1.49%
CitiStreet Small Company Stock Fund — Class I		0.57%		—		1.00%		1.57%
Credit Suisse Trust
Credit Suisse Emerging Markets Portfolio		0.76%		—		0.64%		1.40%(3)
Delaware VIP Trust
VIP REIT Series — Standard Class		0.75%		—		0.14%		0.89%(4)
VIP Small Cap Value Series — Standard Class		0.75%		—		0.11%		0.86%(5)
Dreyfus Variable Investment Fund
Appreciation Portfolio — Initial Shares		0.75%		—		0.03%		0.78%(6)
Small Cap Portfolio — Initial Shares		0.75%		—		0.04%		0.79%(6)
Greenwich Street Series Fund
Appreciation Portfolio		0.75%		—		0.02%		0.77%(7)
Equity Index Portfolio — Class II Shares*		0.21%		0.25%		0.03%		0.49%(7)
Fundamental Value Portfolio		0.75%		—		0.02%		0.77%(7)
Janus Aspen Series
Aggressive Growth Portfolio — Service Shares*		0.65%		0.25%		0.02%		0.92%
Balanced Portfolio — Service Shares*		0.65%		0.25%		0.01%		0.91%
Worldwide Growth Portfolio — Service       Shares*		0.65%		0.25%		0.04%		0.94%
Montgomery Funds III
Montgomery Variable Series: Growth Fund†		1.00%		—		0.25%		1.25%(8)
OCC Accumulation Trust
Equity Portfolio†		0.80%		—		0.13%		0.93%(9)
PIMCO Variable Insurance Trust
Total Return Portfolio — Administrative Class		0.25%		—		0.40%		0.65%(10)
Putnam Variable Trust
Putnam VT International Growth Fund — Class       IB Shares*		0.76%		0.25%		0.18%		1.19%
Putnam VT Small Cap Value Fund — Class IB       Shares*		0.80%		0.25%		0.30%		1.35%
Putnam VT Voyager II Fund — Class IB Shares*		0.70%		0.25%		0.77%		1.72%

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Funding Options:	Management Fee (after expense reimbursement)		Distribution and/or Service Fees (12b-1 Fees)		Other Expenses (after expense reimbursement)		Total Annual Operating Expenses (after expense reimbursement)
Salomon Brothers Variable Series Fund    Inc.
Capital Fund		0.83%		—		0.17%		1.00%(11)
Investors Fund		0.70%		—		0.12%		0.82%(12)
Small Cap Growth Fund		0.75%		—		0.72%		1.47%(13)
Total Return Fund		0.66%		—		0.34%		1.00%(14)
Smith Barney Investment Series
Smith Barney Large Cap Core Portfolio		0.75%		—		0.18%		0.93%(19)
Smith Barney Premier Selections All Cap       Growth Portfolio		0.75%		—		0.20%		0.95%(15)
Strong Variable Insurance Funds, Inc.
Strong Multi Cap Value Fund II		0.65%		—		0.55%		1.20%(16)
The Travelers Series Trust
Disciplined Mid Cap Stock Portfolio		0.70%		—		0.13%		0.83%
Equity Income Portfolio		0.75%		—		0.04%		0.79%(17)
Federated Stock Portfolio		0.63%		—		0.18%		0.81%
Large Cap Portfolio		0.75%		—		0.04%		0.79%(18)
Lazard International Stock Portfolio		0.83%		—		0.18%		1.01%
MFS Emerging Growth Portfolio		0.75%		—		0.14%		0.89%
MFS Mid Cap Growth Portfolio		0.80%		—		0.12%		0.92%
MFS Research Portfolio		0.80%		—		0.12%		0.92%
Social Awareness Stock Portfolio		0.61%		—		0.13%		0.74%
Travelers Quality Bond Portfolio		0.32%		—		0.13%		0.45%
U.S. Government Securities Portfolio		0.32%		—		0.13%		0.45%
Utilities Portfolio		0.65%		—		0.16%		0.81%
Travelers Series Fund Inc.
AIM Capital Appreciation Portfolio		0.80%		—		0.03%		0.83%(19)
Alliance Growth Portfolio		0.80%		—		0.02%		0.82%(19)
MFS Total Return Portfolio		0.80%		—		0.03%		0.83%(19)
Putnam Diversified Income Portfolio		0.75%		—		0.15%		0.90%(19)
Smith Barney Aggressive Growth Portfolio		0.80%		—		0.04%		0.84%(19)
Smith Barney High Income Portfolio		0.60%		—		0.07%		0.67%(19)
Smith Barney International All Cap Growth       Portfolio		0.90%		—		0.10%		1.00%(19)
Smith Barney Large Capitalization Growth       Portfolio		0.75%		—		0.03%		0.78%(19)
Van Kampen Life Investment Trust
Emerging Growth Portfolio Class II Shares*		0.70%		0.25%		0.06%		1.01%
Enterprise Portfolio Class II Shares*		0.48%		0.25%		0.12%		0.85%(20)
Variable Annuity Portfolios
Smith Barney Small Cap Growth Opportunities       Portfolio		0.75%		—		0.15%		0.90%(21)
Variable Insurance Products Fund II    (Fidelity)
Asset Manager Portfolio — Service Class 2*		0.53%		0.25%		0.11%		0.89%(22)
Contrafund® Portfolio — Service Class 2*		0.58%		0.25%		0.07%		0.90%(23)
Variable Insurance Products Fund III    (Fidelity)
Dynamic Capital Appreciation Portfolio —       Service Class 2*		0.58%		0.25%		0.85%		1.68%(24)
Mid Cap Portfolio — Service Class 2*		0.58%		0.25%		0.05%		0.88%(25)

______________

*	The 12b-1 fees deducted from these classes cover certain distribution, shareholder support and administrative services provided by intermediaries (the insurance company, broker dealer or other service provider).
†	Closed to new investors. It is anticipated this fund will be closed to all investors on or about July 17, 2002, subject to the approval of the SEC.

8

Notes

(1)	Travelers Insurance reimbursed the portfolio for $44,028 in expenses for the year ended December 31, 2001 (the portfolio’s fiscal year end). If such expenses were not reimbursed the actual expense ratio would have been 0.42%. For the year ended December 31, 2001, there was a voluntary expense limitation. As a result of the voluntary expense limitation, the ratio of expenses to average net assets will not exceed 0.40%.
(2)	Effective May 1, 2002 the Funds’ name changed from AIM V.I. Value Fund to AIM V.I. Premier Equity Fund.
(3)	Fee waivers, expense reimbursements, or expense credits reduced expenses for the Emerging Markets Portfolio during 2001, but this may be discontinued at any time. Without such arrangements, the Management Fees, Other Expenses and Total Annual Operating Expenses would equal 1.25%, 0.64% and 1.89%, respectively. The Other Expenses are based on annualized estimates of expenses for the fiscal year ending December 31, 2001, net of any fee waivers or expense reimbursements.
(4)	The investment advisor for the Delaware VIP REIT Series is Delaware Management Company (DMC). For the period May 1, 2001 through April 30, 2002, the advisor waived its management fee and/or reimbursed the Series for expenses to the extent that total expenses would not exceed 0.85%. Without such an arrangement, the total operating expense for the Series would have been 0.89% for the fiscal year 2001. Effective May 1, 2002 through April 30, 2003, DMC has contractually agreed to waive its management fee and/or reimburse the Series for expenses to the extent that total expenses will not exceed 0.95%. Under its Management Agreement, the Series pays a management fee based on average daily net assets as follows: 0.75% on the first $500 million, 0.70% on the next $500 million, 0.65% on the next $1,500 million, 0.60% on assets in excess of $2,500 million, all per year.
(5)	The investment advisor for the Delaware VIP Small Cap Value Series is Delaware Management Company (DMC). For the period May 1, 2001 through April 30, 2002, the advisor waived its management fee and/or reimbursed the Series for expenses to the extent that total expenses would not exceed 0.85%. Without such an arrangement, the total operating expense for the Series would have been 0.86% for the fiscal year 2001. Effective May 1, 2002 through April 30, 2003, DMC has contractually agreed to waive its management fee and/or reimburse the Series for expenses to the extent that total expenses will not exceed 0.95%. Under its Management Agreement, the Series pays a management fee based on average daily net assets as follows: 0.75% on the first $500 million, 0.70% on the next $500 million, 0.65% on the next $1,500 million, 0.60% on assets in excess of $2,500 million, all per year.
(6)	The expenses shown are for the fiscal year ended December 31, 2001. Current or future expenses may be greater or less than those presented. Please consult the underlying mutual fund prospectus for more complete information.
(7)	Expenses are as of December 31, 2001 (the Fund’s fiscal year end). There were no fees waived or expenses reimbursed for these funds in 2001.
(8)	Montgomery Asset Management has contractually agreed to reduce its fees and/or expenses to limit the Fund’s total annual operating expenses (excluding interest and tax expenses) to 1.25%
(9)	Total annual operating expenses include expenses offset by earnings and fee credits from the custodian bank.
(10)	“Other Expenses” reflects a 0.25% administrative fee, a 0.15% service fee, and 0.01% representing the Portfolio’s pro rata Trustees’ fees. PIMCO has contractually agreed to reduce total annual portfolio operating expenses to the extent they would exceed, due to the payment of organizational expenses and Trustees’ fees, 0.65% of average daily net assets. Without such reduction, Total Annual Expenses for the fiscal year ended December 31, 2001 would have been 0.66%. Under the Expense Limitation Agreement, PIMCO may recoup these waivers and reimbursements in future periods, not exceeding three years, provided total expenses, including such recoupment, do not exceed the annual expense limit.
(11)	The Manager has waived a portion of its management fees for the year ended December 31, 2001. If such fees were not waived, the actual expenses ratio would have been 1.02%. As a result of a voluntary expense limitation, expense ratios will not exceed 1.00%.
(12)	As a result of a voluntary expense limitation, expense ratios will not exceed 1.00%.
(13)	As a result of a voluntary expense limitation, expense ratios will not exceed 1.50%.
(14)	The Manager has waived all or a portion of its management fees for the year ended December 31, 2001. If such fees were not waived or expenses not reimbursed, the actual expenses ratio would have been 1.14%. As a result of a voluntary expense limitation, expense ratios (excluding interest expense) will not exceed 1.00%.
(15)	The Manager reimbursed expenses of $45,159 for the year ended October 31, 2001. If such fees were not waived and expenses reimbursed, the actual expense ratio would have been 1.08%.
(16)	As compensation for its advisory services, the fund pays Strong a monthly management fee at an annual rate of 0.75% of the fund’s average daily net asset value. Strong has voluntarily agreed to waive the management fee and/or absorb the fund’s other expenses so that the total annual fund operating expenses are capped at 1.20%. Strong has no current intention to, but may in the future, discontinue or modify any fee waivers or expense absorptions after any appropriate notice to the fund’s shareholders. A cap on total annual fund operating expenses lowers the fund’s overall expense ratio and increases the fund’s return to investors. Without the waiver of the Management Fee the Total Annual Operating Expenses would have been 1.30%.
(17)	A portion of the brokerage commissions that the fund paid was used to reduce the fund’s expenses. In addition, through arrangements with the fund’s custodian, credits realized as a result of uninvested cash balances are used to reduce a portion of the fund’s custodian expenses. These offsets may be discontinued at any time. Without such reductions, Total Annual Operating Expenses for the Equity Income Portfolio would have been 0.85%.
(18)	A portion of the brokerage commissions that the fund paid was used to reduce the fund’s expenses. In addition, through arrangements with the fund’s custodian, credits realized as a result of uninvested cash balances are used to reduce a portion of the fund’s custodian expenses. These offsets may be discontinued at any time. Without such reductions, Total Annual Operating Expenses for the Large Cap Portfolio would have been 0.84%.
(19)	Expenses are as of October 31, 2001 (the Fund’s fiscal year end). There were no fees waived or expenses reimbursed for these funds in 2001.

9

(20)	If certain expenses had not been assumed by Van Kampen, Total Annual Operating Expenses for the Enterprise Portfolio Class II Shares would have been 0.87%.
(21)	The Manager has waived all or a portion of its total expenses for the year ended December 31, 2001. If such fees were not waived or expenses not reimbursed, the actual expenses ratio would have been 2.21%.
(22)	A portion of the brokerage commissions that the fund paid was used to reduce the fund’s expenses. In addition, through arrangements with the fund’s custodian, credits realized as a result of uninvested cash balances are used to reduce a portion of the fund’s custodian expenses. These offsets may be discontinued at any time. Without such reductions, Total Annual Operating Expenses for the Fidelity VIP II Asset Manager Portfolio - Service Class 2 would have been 0.90%.
(23)	A portion of the brokerage commissions that the fund paid was used to reduce the fund’s expenses. In addition, through arrangements with the fund’s custodian, credits realized as a result of uninvested cash balances are used to reduce a portion of the fund’s custodian expenses. These offsets may be discontinued at any time. Without such reductions, Total Annual Operating Expenses for the Fidelity VIP II Contrafund Portfolio - Service Class 2 would have been 0.94%.
(24)	A portion of the brokerage commissions that the fund paid was used to reduce the fund’s expenses. In addition, through arrangements with the fund’s custodian, credits realized as a result of uninvested cash balances are used to reduce a portion of the fund’s custodian expenses. These offsets may be discontinued at any time. Without such reductions, Total Annual Operating Expenses for the Fidelity VIP Dynamic Capital Appreciation Portfolio - Service Class 2 would have been 3.77%. The fund’s manager has voluntarily agreed to reimburse the class to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions and extraordinary expenses) exceed 1.75%. This arrangement can be discontinued by the fund’s manager at any time. Including this reimbursement, the management fee, other expenses and total annual expenses in 2001 were 0.58%, 0.92% and 1.75%, respectively.
(25)	A portion of the brokerage commissions that the fund paid was used to reduce the fund’s expenses. In addition, through arrangements with the fund’s custodian, credits realized as a result of uninvested cash balances are used to reduce a portion of the fund’s custodian expenses. These offsets may be discontinued at any time. Without such reductions, Total Annual Operating Expenses for the Fidelity VIP III Mid Cap Portfolio - Service Class 2 would have been 0.94%.

10

Examples

These examples show what your costs would be under certain hypothetical situations. The examples do not represent past or future expenses. Your actual expenses may be more or less than those shown. We base examples on the annual expenses of the underlying funds for the year ended December 31, 2001, and assume that any fee waivers and expense reimbursements will continue. We cannot guarantee that these fee waivers and expense reimbursements will continue. The example for the Optional death benefit assumes the application of a purchase payment credit of 2%.

EXAMPLE: STANDARD DEATH BENEFIT

You would pay the following expenses on a $1,000 investment, assuming a 5% annual return on assets, and the charges reflected in the expense table above using the expenses for the Standard Death Benefit.

	If Contract is surrendered at the end of period shown:								If Contract is NOT surrendered or annuitized at end of period shown:
Funding Option	1 year		3 years		5years		10 years		1 year		3 years		5 years		10 years
Capital Appreciation Fund		67		82		99		194		17		52		89		194
High Yield Bond Trust		66		78		93		182		16		48		83		182
Managed Assets Trust		64		74		86		167		14		44		76		167
Money Market Portfolio (Travelers)		62		68		76		145		12		38		66		145
AIM Variable Insurance Funds
AIM V.I. Premier Equity Fund — Series I		67		82		100		195		17		52		90		195
CitiStreet Funds, Inc.
CitiStreet Diversified Bond Fund — Class I		65		76		89		174		15		46		79		174
CitiStreet International Stock Fund — Class I		67		82		100		197		17		52		90		197
CitiStreet Large Company Stock Fund —       Class I		65		77		91		178		15		47		81		178
CitiStreet Small Company Stock Fund —       Class I		66		80		96		187		16		50		86		187
CitiStreet Funds, Inc.** (Including Chart    Fee)
CitiStreet Diversified Bond Fund — Class I		73		100		130		258		23		70		120		258
CitiStreet International Stock Fund — Class I		75		107		141		280		25		77		131		280
CitiStreet Large Company Stock Fund —       Class I		73		102		133		263		23		72		123		263
CitiStreet Small Company Stock Fund —       Class I		74		104		137		271		24		74		127		271
Credit Suisse Trust
Credit Suisse Emerging Markets Portfolio		72		99		128		253		22		69		118		253
Delaware VIP Trust
VIP REIT Series — Standard Class		67		83		102		200		17		53		92		200
VIP Small Cap Value Series — Standard Class		67		82		99		194		17		52		89		194
Dreyfus Variable Investment Fund
Appreciation Portfolio — Initial Shares		66		80		96		188		16		50		86		188
Small Cap Portfolio — Initial Shares		66		80		97		189		16		50		87		189
Greenwich Street Series Fund
Appreciation Portfolio		66		80		96		187		16		50		86		187
Equity Index Portfolio — Class II Shares		63		71		81		156		13		41		71		156
Fundamental Value Portfolio		66		80		96		187		16		50		86		187
Janus Aspen Series
Aggressive Growth Portfolio —       Service Shares		67		84		103		203		17		54		93		203
Balanced Portfolio — Service Shares		67		84		103		202		17		54		93		202
Worldwide Growth Portfolio —       Service Shares		68		85		104		205		18		55		94		205

11

	If Contract is surrendered at the end of period shown:								If Contract is NOT surrendered or annuitized at end of period shown:
Funding Option	1 year		3 years		5years		10 years		1 year		3 years		5 years		10 years
Montgomery Funds III
Montgomery Variable Series: Growth Fund†		71		96		122		243		21		65		112		243
OCC Accumulation Trust
Equity Portfolio†		68		84		104		204		18		54		94		204
PIMCO Variable Insurance Trust
Total Return Portfolio		65		76		89		174		15		46		79		174
Putnam Variable Trust
Putnam VT International Growth Fund —       Class IB Shares		70		92		117		232		20		62		107		232
Putnam VT Small Cap Value Fund —       Class IB Shares		72		97		125		248		22		67		115		248
Putnam VT Voyager II Fund - Class IB Shares		76		108		144		286		26		78		134		286
Salomon Brothers Variable Series Fund    Inc.
Capital Fund		68		87		107		212		18		57		97		212
Investors Fund		66		81		98		192		16		51		88		192
Small Cap Growth Fund		73		101		132		261		23		71		122		261
Total Return Fund		68		87		107		212		18		57		97		212
Smith Barney Investment Series
Smith Barney Large Cap Core Portfolio		68		84		104		204		18		54		94		204
Smith Barney Premier Selections All Cap       Growth Portfolio		68		85		105		206		18		55		95		206
Strong Variable Insurance Funds,    Inc.
Strong Multi Cap Value Fund II		70		93		118		233		20		63		108		233
The Travelers Series Trust
Disciplined Mid Cap Stock Portfolio		67		81		99		193		17		51		89		193
Equity Income Portfolio		66		80		97		189		16		50		87		189
Federated Stock Portfolio		66		81		98		191		16		51		88		191
Large Cap Portfolio		66		80		97		189		16		50		87		189
Lazard International Stock Portfolio		68		87		108		213		18		57		98		213
MFS Emerging Growth Portfolio		67		83		102		200		17		53		92		200
MFS Mid Cap Growth Portfolio		67		84		103		203		17		54		93		203
MFS Research Portfolio		67		84		103		203		17		54		93		203
Social Awareness Stock Portfolio		66		79		94		183		16		49		84		183
Travelers Quality Bond Portfolio		63		70		79		151		13		40		69		151
U.S. Government Securities Portfolio		63		70		79		151		13		40		69		151
Utilities Portfolio		66		81		98		191		16		51		88		191
Travelers Series Fund Inc.
AIM Capital Appreciation Portfolio		67		81		99		193		17		51		89		193
Alliance Growth Portfolio		66		81		98		192		16		51		88		192
MFS Total Return Portfolio		67		81		99		193		17		51		89		193
Putnam Diversified Income Portfolio		67		84		102		201		17		54		92		201
Smith Barney Aggressive Growth Portfolio		67		82		99		194		17		52		89		194
Smith Barney High Income Portfolio		65		76		90		176		15		46		80		176
Smith Barney International All Cap Growth       Portfolio		68		87		107		212		18		57		97		212
Smith Barney Large Capitalization Growth       Portfolio		66		80		96		188		16		50		86		188

12

	If Contract is surrendered at the end of period shown:								If Contract is NOT surrendered or annuitized at end of period shown:
Funding Option	1 year		3 years		5years		10 years		1 year		3 years		5 years		10 years
Van Kampen Life Investment Trust
Emerging Growth Portfolio Class II Shares		68		87		108		213		18		57		98		213
Enterprise Portfolio Class II Shares		67		82		100		195		17		52		90		195
Variable Annuity Portfolios
Smith Barney Small Cap Growth       Opportunities Portfolio		67		84		102		201		17		54		92		201
Variable Insurance Products Fund II    (Fidelity)
Asset Manager Portfolio — Service Class 2		67		83		102		200		17		53		92		200
Contrafund® Portfolio — Service Class 2		67		84		102		201		17		54		92		201
Variable Insurance Products Fund III    (Fidelity)
Dynamic Capital Appreciation Portfolio —       Service Class 2		75		107		142		282		25		77		132		282
Mid Cap Portfolio — Service Class 2		67		83		101		199		17		53		91		199

______________

† Closed to new investors. It is anticipated this Fund will be closed to all investors on or about July 17, 2002, subject to the approval of the SEC.

13

EXAMPLE: OPTIONAL DEATH BENEFIT

	If Contract is surrendered at the end of period shown:								If Contract is NOT surrendered or annuitized at end of period shown:
Funding Option	1 year		3 years		5years		10 years		1 year		3 years		5 years		10 years
Capital Appreciation Fund		71		95		122		242		21		65		112		242
High Yield Bond Trust		70		92		117		231		20		62		107		231
Managed Assets Trust		69		88		110		216		19		58		100		216
Money Market Portfolio (Travelers)		67		82		100		195		17		52		90		195
AIM Variable Insurance Funds
AIM V.I. Premier Equity Fund - Series I		71		96		123		243		21		66		113		243
CitiStreet Funds, Inc.
CitiStreet Diversified Bond Fund — Class I		69		90		113		222		19		60		103		222
CitiStreet International Stock Fund — Class I		71		96		123		244		21		66		113		244
CitiStreet Large Company Stock Fund —       Class I		70		91		115		226		20		61		105		226
CitiStreet Small Company Stock Fund —       Class I		71		93		119		235		21		63		109		235
CitiStreet Funds, Inc.** (Including Chart    Fee)
CitiStreet Diversified Bond Fund — Class I		77		114		153		303		27		84		143		303
CitiStreet International Stock Fund — Class I		79		120		163		323		29		90		153		323
CitiStreet Large Company Stock Fund —       Class I		78		115		155		307		28		85		145		307
CitiStreet Small Company Stock Fund —       Class I		79		117		159		315		29		87		149		315
Credit Suisse Trust
Credit Suisse Emerging Markets Portfolio		77		112		151		298		27		82		141		298
Delaware VIP Trust
VIP REIT Series — Standard Class		72		97		125		247		22		67		115		247
VIP Small Cap Value Series — Standard Class		71		95		122		242		21		65		112		242
Dreyfus Variable Investment Fund
Appreciation Portfolio — Initial Shares		71		94		119		236		21		64		109		236
Small Cap Portfolio — Initial Shares		71		94		120		237		21		64		110		237
Greenwich Street Series Fund
Appreciation Portfolio		71		93		119		235		21		63		109		235
Equity Index Portfolio — Class II Shares		68		85		104		205		18		55		94		205
Fundamental Value Portfolio		71		93		119		235		21		63		109		235
Janus Aspen Series
Aggressive Growth Portfolio — Service Shares		72		98		126		250		22		68		116		250
Balanced Portfolio — Service Shares		72		98		126		249		22		68		116		249
Worldwide Growth Portfolio —       Service Shares		72		99		127		252		22		69		117		252
Montgomery Funds III
Montgomery Variable Series: Growth Fund†		76		109		146		288		26		80		136		288
OCC Accumulation Trust
Equity Index†		72		98		127		251		22		68		117		251
PIMCO Variable Insurance Trust
Total Return Portfolio — Administrative Class		69		90		113		222		19		60		103		222
Putnam Variable Trust
Putnam VT International Growth Fund —       Class IB Shares		75		106		140		278		25		76		130		278
Putnam VT Small Cap Value Fund —       Class IB Shares		76		111		148		293		26		81		138		293
Putnam VT Voyager II Fund —       Class IB Shares		80		122		166		329		30		92		156		329
Salomon Brothers Variable Series Fund    Inc.
Capital Fund		73		100		130		258		23		70		120		258
Investors Fund		71		95		121		240		21		65		111		240
Small Cap Growth Fund		78		114		154		305		28		84		144		305
Total Return Fund		73		100		130		258		23		70		120		258

14

	If Contract is surrendered at the end of period shown:								If Contract is NOT surrendered or annuitized at end of period shown:
Funding Option	1 year		3 years		5years		10 years		1 year		3 years		5 years		10 years
Smith Barney Investment Series
Smith Barney Large Cap Core Portfolio		72		98		127		251		22		68		117		251
Smith Barney Premier Selection All Cap       Growth Portfolio		72		99		128		253		22		69		118		253
Strong Variable Insurance Funds,    Inc.
Strong Multi Cap Value Fund II		75		106		141		279		25		76		131		279
The Travelers Series Trust
Disciplined Mid Cap Stock Portfolio		71		95		122		241		21		65		112		241
Equity Income Portfolio		71		94		120		237		21		64		110		237
Federated Stock Portfolio		71		95		121		239		21		65		111		239
Large Cap Portfolio		71		94		120		237		21		64		110		237
Lazard International Stock Portfolio		73		101		131		260		23		71		121		260
MFS Emerging Growth Portfolio		72		97		125		247		22		67		115		247
MFS Mid Cap Growth Portfolio		72		98		126		250		22		68		116		250
MFS Research Portfolio		72		98		126		250		22		68		116		250
Social Awareness Stock Portfolio		70		92		117		232		20		62		107		232
Travelers Quality Bond Portfolio		67		84		102		201		17		54		92		201
U.S. Government Securities Portfolio		67		84		102		201		17		54		92		201
Utilities Portfolio		71		95		121		239		21		65		111		239
Travelers Series Fund Inc.
AIM Capital Appreciation Portfolio		71		95		122		241		21		65		112		241
Alliance Growth Portfolio		71		95		121		240		21		65		111		240
MFS Total Return Portfolio		71		95		122		241		21		65		112		241
Putnam Diversified Income Portfolio		72		97		125		248		22		67		115		248
Smith Barney Aggressive Growth Portfolio		71		95		122		242		21		65		112		242
Smith Barney High Income Portfolio		69		90		114		224		19		60		104		224
Smith Barney International All Cap       Growth Portfolio		73		100		130		258		23		70		120		258
Smith Barney Large Capitalization       Growth Portfolio		71		94		119		236		21		64		109		236
Van Kampen Life Investment Trust
Emerging Growth Portfolio Class II Shares		73		101		131		260		23		71		121		260
Enterprise Portfolio Class II Shares		71		96		123		243		21		66		113		243
Variable Annuity Portfolios
Smith Barney Small Cap Growth       Opportunities Portfolio		72		97		125		248		22		67		115		248
Variable Insurance Products Fund    II
Asset Manager Portfolio — Service Class 2		72		97		125		247		22		67		115		247
Contrafund® Portfolio — Service Class 2		72		97		125		248		22		67		115		248
Variable Insurance Products Fund    III
Dynamic Capital Appreciation Portfolio —       Service Class 2		80		121		164		325		30		91		154		325
Mid Cap Portfolio — Service Class 2		72		97		124		246		22		67		114		246

† Closed to new investors. It is anticipated this Fund will be closed to all investors on or about July 17, 2002, subject to the approval of the SEC.

15

CONDENSED FINANCIAL INFORMATION

See Appendices A and B.

THE ANNUITY CONTRACT

Travelers Retirement Account Annuity is a contract between the contract owner (“you”) and the Company. This is the prospectus - it is not the Contract. The prospectus highlights many contract provisions to focus your attention on the Contract’s essential features. Your rights and obligations under the Contract will be determined by the language of the Contract itself. When you receive your Contract, we suggest you read it promptly and carefully. There may be differences in your Contract because of the requirements of the state where we issued your Contract. We will include any such differences in your Contract.

You make purchase payments to us and we credit them to your Contract. We promise to pay you an income, in the form of annuity payments, beginning on a future date that you choose, the maturity date. The purchase payments accumulate tax deferred in the funding options of your choice. We offer multiple variable funding options, and one Fixed Account option. The contract owner assumes the risk of gain or loss according to the performance of the variable funding options. The contract value is the amount of purchase payments and any applicable purchase payment credits, plus or minus any investment experience on the amounts you allocate to the Separate Account (“Separate Account contract value”) or interest on the amounts you allocate to the Fixed Account (“Fixed Account contract value”). The contract value also reflects all withdrawals made and charge s deducted. There is no guarantee that at the maturity date the contract value will equal or exceed the total purchase payments made under the Contract. The date the Contract and its benefits become effective is referred to as the contract date. Each 12-month period following the contract date is called a contract year.

Certain changes and elections must be made in writing to the Company. Where the term “written request” is used, it means that you must send written information to our Home Office in a form and content satisfactory to us.

Contract Owner Inquiries

Any questions you have about your Contract should be directed to our Home Office at 1-800-842-9406.

Purchase Payments

Your initial purchase payment is due and payable before the Contract becomes effective. The initial purchase payment must be at least $20,000. You may make additional payments of at least $5,000 at any time. No additional payments are allowed if this Contract is purchased with a beneficiary-directed transfer of death benefit proceeds. Under certain circumstances, we may waive the minimum purchase payment requirement. Purchase payments over $1,000,000 may be made only with our prior consent.

We will apply the initial purchase payment less any applicable premium tax (net purchase payment) within two business days after we receive it in good order at our Home Office. We will credit subsequent purchase payments to a Contract on the same business day we receive it, if it is received in good order by our Home Office by 4:00 p.m. Eastern time. A business day is any day that the New York Stock Exchange is open for regular trading (except when trading is restricted due to an emergency as defined by the Securities and Exchange Commission). Purchase payments allocated to the Fixed Account are not eligible for purchase payment credits.

Purchase Payment Credits

If, for an additional charge, you select the Optional Death Benefit, we will add a credit to your Contract with each purchase payment. Each credit is added to the contract value when the corresponding purchase payment is applied, and will equal 2% of each purchase payment. These credits are applied pro rata to the same variable funding options to which your purchase payment was applied. Purchase payments allocated to the Fixed Account are not eligible for purchase payment credits.

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You should know that over time and under certain circumstances (such as a period of poor market performance) the costs associated with the purchase payment credits may exceed the sum of the purchase payment credits and related earnings. You should consider this possibility before purchasing the Contract.

Conservation Credit

If you are purchasing this Contract with funds from another Contract issued by us or our affiliates, you may receive a conservation credit to your purchase payments. If applied, we will determine the amount of such credit.

Accumulation Units

The period between the contract date and the maturity date is the accumulation period. During the accumulation period, an accumulation unit is used to calculate the value of a Contract. An accumulation unit works like a share of a mutual fund. Each funding option has a corresponding accumulation unit value. The accumulation units are valued each business day and their values may increase or decrease from day to day. The number of accumulation units we will credit to your Contract once we receive a purchase payment is determined by dividing the amount directed to each funding option by the value of its accumulation unit. We calculate the value of an accumulation unit for each funding option each day the New York Stock Exchange is open. The values are calculated as of 4:00 p.m. Eastern time. After the value is calculated, we credit your Contract. During the annuity period (i.e., after the maturity date), you are credited with annuity units.

The Variable Funding Options

You choose the variable funding options to which you allocate your purchase payments. These variable funding options are subaccounts of the Separate Account. The subaccounts invest in the underlying funds. You are not investing directly in the underlying fund. Each underlying fund is a portfolio of an open-end management investment company that is registered with the SEC under the Investment Company Act of 1940. These underlying funds are not publicly traded and are offered only through variable annuity and variable life insurance products. They are not the same retail mutual funds as those offered outside of a variable annuity or variable life insurance product, although the investment practices and fund names may be similar, and the portfolio managers may be identical. Accordingly, the performance of the retail mutual fund is likely to be different from that of the underlying fund, and contract owners should not compare the two.

You will find detailed information about the funds and their inherent risks in the current fund prospectuses for the underlying funds that must accompany this prospectus. Since each option has varying degrees of risk, please read the prospectuses carefully before investing. There is no assurance that any of the underlying funds will meet its investment objectives. Contact your registered representative or call 1-800-842-9406 to request additional copies of the prospectuses.

If any of the underlying funds become unavailable for allocating purchase payments, or if we believe that further investment in an underlying fund is inappropriate for the purposes of the Contract, we may substitute another funding option. However, we will not make any substitutions without notifying you and obtaining any state and SEC approval, if necessary. From time to time we may make new funding options available.

The current variable funding options are listed below, along with their investment advisers and any subadviser:

Investment Options	Investment Objective	Investment Adviser/Subadviser
Capital Appreciation Fund	Seeks growth of capital through the use of common stocks. Income is not an objective. The Fund invests principally in common stocks of small to large companies which are expected to experience wide fluctuations in price both in rising and declining markets.	Travelers Asset Management International Company LLC (“TAMIC”) Subadviser: Janus Capital Corp.
High Yield Bond Trust*	Seeks generous income. The assets of the High Yield Bond Trust will be invested in bonds which, as a class, sell at discounts from par value and are typically high risk securities.	TAMIC
Managed Assets Trust**	Seeks high total investment return through a fully managed investment policy in a portfolio of equity, debt and convertible securities.	TAMIC Subadviser: Travelers Investment Management Company (“TIMCO”)

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Investment Options	Investment Objective	Investment Adviser/Subadviser
Money Market Portfolio*	Seeks high current income from short-term money market instruments while preserving capital and maintaining a high degree of liquidity.	TAMIC
AIM Variable Insurance Funds
A.I.M V.I. Premier Equity Fund — Series I	Seeks to achieve long-term growth of capital by investing primarily in equity securities of undervalued companies. Income is a secondary objective.	AIM Advisers, Inc.
CitiStreet Funds, Inc.
CitiStreet Diversified Bond Fund*— Class I	Seeks maximum long-term total return (capital appreciation and income) by investing primarily in fixed income securities.	CitiStreet Funds Management, Inc. (“CitStreet”) Subadviser: Western Asset Management Company; Salomon Brothers Asset Management Inc. (“SBAM”); and SSgA Funds Management, Inc. (“SSgA”)
CitiStreet International Stock Fund — Class I	Seeks maximum long-term total return (capital appreciation and income) by investing primarily in common stocks of established non-U.S. companies.	CitiStreet Subadviser: Bank of Ireland Asset Management (U.S.) Limited; Smith Barney Fund Management, LLC, and SSgA
CitiStreet Large Company Stock Fund — Class I	Seeks maximum long-term total return (capital appreciation and income) by investing primarily in common stocks of well-established companies.	CitiStreet Subadvisers Wellington Management Company; Putnam Investment Management, and SSgA
CitiStreet Small Company Stock Fund — Class I	Seeks maximum long-term total return (capital appreciation and income) by investing primarily in common stocks of small companies.	CitiStreet Subadviser: SG Cowen Asset Management; SBAM; and SSgA
Credit Suisse Trust
Emerging Markets Portfolio	Seeks long-term growth of capital by investing in equity securities of companies located in or conducting a majority of their business in emerging markets.	Credit Suisse Asset Management, LLC
Delaware VIP Trust
VIP REIT Series — Standard Class**	Seeks to achieve maximum long-term total return with capital appreciation as a secondary objective. Under normal circumstances, the Series will invest at least 80% of its net assets in investments of real estate investment trusts (REITS).	Delaware Management Company, Inc.
VIP Small Cap Value Series	Seeks capital appreciation by investing primarily in stocks of companies whose market values appear low relative to their underlying value or future earnings and growth potential. Under normal circumstances, at least 80% of the Series’ net assets will be in investments of small cap companies.	Delaware Management Company, Inc.
Dreyfus Variable Investment Fund
Appreciation Portfolio — Initial Shares	Seeks primarily to provide long-term capital growth consistent with the preservation of capital; current income is a secondary investment objective. The portfolio invests primarily in the common stocks of domestic and foreign insurers.	The Dreyfus Corporation Subadviser: Fayez Sarofim & Co
Small Cap Portfolio — Initial Shares	Seeks to maximize capital appreciation by investing at least 80% of its assets in stocks of small-cap companies. Small cap companies are defined as those with market capitalizations of less than $2 billion at the time of purchasee.	The Dreyfus Corporation

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Investment Options	Investment Objective	Investment Adviser/Subadviser
Greenwich Street Series Fund
Appreciation Portfolio	Seeks long term appreciation of capital.	Smith Barney Fund Management LLC (“SBFM”)
Equity Index Portfolio — Class II Shares	Seeks investment results that, before expenses, correspond to the price and yield performance of the S&P 500 Index. The fund will hold substantially all of the stocks in the S&P 500 Index, with comparable economic sector weightings, market capitalization and liquidity.	TIMCO
Fundamental Value Portfolio**	Seeks long term capital growth with current income as a secondary objective.	SBFM
Janus Aspen Series
Aggressive Growth Portfolio — Service Shares	Seeks long-term capital growth by investing primarily in common stocks selected for their growth potential, normally investing at least 50% of its equity assets in medium-sized companies.	Janus Capital
Balanced Portfolio — Service Shares	Seeks long-term capital growth, consistent with preservation of capital and balanced by current income.	Janus Capital
Worldwide Growth Portfolio — Service Shares	Seeks growth of capital in a manner consistent with preservation of capital by investing primarily in common stocks of companies of any size throughout the world.	Janus Capital
Montgomery Funds III
Montgomery Variable Series: Growth Fund†	Seeks capital appreciation by investing primarily in equity securities, usually common stock, of domestic companies of all sizes, and emphasizes companies having market capitalizations of $1 billion or more.	Montgomery Asset Management
OCC Accumulation Trust
Equity Portfolio†	Seeks long-term capital appreciation through investment in securities (primarily equity securities) of companies that are believed by the adviser to be undervalued in the marketplace in relation to factors such as the companies’ assets or earnings.	Op Cap Advisors
PIMCO Variable Insurance Trust
Total Return Portfolio — Administrative Class	Seeks maximum total return, consistent with preservation of capital and prudent investment management, by investing, under normal circumstances ,at least 65% of its assets in a diversified portfolio of Fixed Income instruments of varying maturities.	Pacific Investment Management Company LLC
Putnam Variable Trust
Putnam VT International Growth Fund — Class IB Shares	Seeks capital appreciation. The fund seeks its goal by investing mainly in common stocks of companies outside the United States.	Putnam Investment Management, Inc. (“Putnam”)
Putnam VT Small Cap Value Fund — Class IB Shares	Seeks capital appreciation. The fund seeks its goal by investing at least 80% of its net assets in small companies of a size similar to those in the Russell 2000 Value Index.	Putnam
Putnam VT Voyager II Fund — Class IB Shares	Seeks long-term growth of capital. The fund seeks its goal by investing mainly in common stocks of U.S. companies with a focus on growth stocks.	Putnam

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Investment Options	Investment Objective	Investment Adviser/Subadviser
Salomon Brothers Variable Series Fund, Inc.
Capital Fund	Seeks capital appreciation, primarily through investments in common stocks which are believed to have above-average price appreciation potential and which may involve above average risk.	Salomon Brothers Asset Management (“SBAM”)
Investors Fund	Seeks long-term growth of capital, and, secondarily, current income, through investments in common stocks of well-known companies.	SBAM
Small Cap Growth Fund	Seeks long-term growth of capital by investing under normal circumstances at least 80% of its assets in equity securities of companies with market capitalizations similar to that of companies included in the Russell 2000 Index.	SBAM
Total Return Fund**	Seeks above-average income (compared to a portfolio invested entirely in equity securities). Secondarily, seeks opportunities for growth of capital and income.	SBAM
Smith Barney Investment Series
Smith Barney Large Cap Core Portfolio	Seeks capital appreciation.	SBFM
Smith Barney Premier Selections All Cap Growth Portfolio	Seeks long-term growth of capital.	SBFM
Strong Variable Insurance Funds, Inc.
Strong Multi Cap Value Fund II	Seeks long-term capital appreciation. Current income is a secondary objective when selecting investments. The goal is to identify stocks that provide above-average earnings growth prospects at a price-to-earnings ratio lower than that of the S&P 500.	Strong Capital Management Inc.
Travelers Series Fund Inc
AIM Capital Appreciation Portfolio	Seeks capital appreciation.	Travelers Investment Adviser (“TIA”) Subadviser: AIM Capital Management Inc.
Alliance Growth Portfolio	Seeks long-term growth of capital.	TIA Subadviser: Alliance Capital Management L.P.
MFS Total Return Portfolio**	(a balanced portfolio) Seeks to obtain above-average income (compared to a portfolio entirely invested in equity securities) consistent with the prudent employment of capital, and secondarily to provide a reasonable opportunity for growth of capital and income.	TIA Subadviser: MFS
Putnam Diversified Income Portfolio*	Seeks high current income consistent with preservation of capital.	TIA Subadviser: Putnam Investment Management, Inc
Smith Barney Aggressive Growth Portfolio	Seeks long-term capital appreciation.	SBFM
Smith Barney High Income Portfolio*	Seeks high current income. Capital appreciation is a secondary objective.	SBFM
Smith Barney International All Cap Growth Portfolio	Seeks total return on assets from growth of capital and income.	SBFM
Smith Barney Large Capitalization Growth Portfolio	Seeks long-term growth of capital.	SBFM

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Investment Options	Investment Objective	Investment Adviser/Subadviser
The Travelers Series Trust
Disciplined Mid Cap Stock Portfolio	Seeks growth of capital by investing primarily in a broadly diversified portfolio of U.S. common stocks.	TAMIC Subadviser: TIMCO
Equity Income Portfolio	Seeks reasonable income by investing at least 80% in equity securities. The Fund normally invests primarily in income producing equities. The balance may be invested in all types of domestic and foreign securities, including bonds. The Subadviser also considers the potential for capital appreciation.	TAMIC Subadviser: Fidelity Management & Research Co (“FMR”)
Federated Stock Portfolio	Seeks growth of income and capital by investing principally in a professionally managed and diversified portfolio of common stock of high-quality companies (i.e., leaders in their industries and characterized by sound management and the ability to finance expected growth).	TAMIC Subadviser: Federated Investment Counseling, Inc.
Large Cap Portfolio	Seeks long-term growth of capital by investing primarily in equity securities of companies with large market capitalizations.	TAMIC Subadviser: FMR
Lazard International Stock Portfolio	Seeks capital appreciation by investing primarily in the equity securties of non-United States companies (i.e., incorporated or organized outside the United States).	TAMIC Subadviser: Lazard Asset Management
MFS Emerging Growth Portfolio	Seeks to provide long-term growth of capital. Dividend and interest income from portfolio securities, if any, is incidental to the MFS Portfolio’s investment objective.	TAMIC Subadviser: Massachusetts Financial Services (“MFS”)
MFS Mid Cap Growth Portfolio	Seeks to obtain long-term growth of capital by investing, under normal market conditions, at least 80% of its assets in equity securities of companies with medium market capitalization which the investment adviser believes have above-average growth potential.	TAMIC Subadviser: MFS
MFS Research Portfolio	Seeks to provide long-term growth of capital and future income.	TAMIC Subadviser: MFS
Social Awareness Stock Portfolio	Seeks long-term capital appreciation and retention of net investment income by selecting investments, primarily common stocks, which meet the social criteria established for the Portfolio. Social criteria currently excludes companies that derive a significant portion of their revenues from the production of tobacco, tobacco products, alcohol, or military defense systems, or in the provision of military defense related services or gambling services.	SBFM
Travelers Quality Bond Portfolio*	Seeks current income, moderate capital volatility and total return.	TAMIC
U.S. Government Securities Portfolio*	Seeks to select investments from the point of view of an investor concerned primarily with the highest credit quality, current income and total return. The assets of the Portfolio will be invested in direct obligations of the United States, its agencies and instrumentalities.	TAMIC
Utilities Portfolio**	Seeks to provide current income by investing in equity and debt securities of companies in the utilities industries.	SBFM
Van Kampen Life Investment Trust
Emerging Growth Portfolio — Class II Shares	Seeks capital appreciation by investing primarily in common stocks of companies considered to be emerging growth companies.	Van Kampen Asset Management
Enterprise Portfolio — Class II Shares	Seeks capital appreciation through investments believed by the Adviser to have above-average potential for capital appreciation.	Van Kampen Asset Management

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Investment Options	Investment Objective	Investment Adviser/Subadviser
Variable Annuity Portfolios
Smith Barney Small Cap Growth Opportunities Portfolio	Seeks long-term capital growth by investing in equity securities of U.S. companies with market capitalizations below the top 1,000 stocks of the equity market. Under normal circumstances, at least 65% of the fund’s total assets will be invested in such companies. Dividend income, if any, is incidental to this investment objective.	Citi Fund Management, Inc.
Variable Insurance Products Fund II
Asset Manager Portfolio-Service Class 2**	Seeks high total return with reduced risk over the long-term by allocating its assets among stocks, bonds and short-term fixed-income instruments.	FMR
Contrafund® Portfolio — Service Class 2	Seeks long-term capital appreciation by investing primarily in common stocks of companies whose value the adviser believes is not fully recognized by the public.	FMR
Variable Insurance Products III
Dynamic CapitalAppreciation Portfolio — Service Class 2	Seeks capital appreciation by investing primarily in common stocks of both domestic and foreign issuers.	FMR
Mid Cap Portfolio — Service Class 2	Seeks long-term growth of capital and income by investing primarily in income-producing equity securities, including common stocks and convertible securities.	FMR

†	Closed to new investors. It is anticipated this Fund will be closed to all investors on or about July 17, 2002, subject to the approval of the SEC.
*	The funding options marked with an asterisk (*) are considered competing funds, and may be subject to transfer restrictions. Those marked with two asterisks (**) are not currently considered competing funds, but may be so in the future because of an allowable change in the funding option’s investment strategy. Please refer to the Contract for transfer restrictions.

FIXED ACCOUNT

We offer our Fixed Account as a funding option. Please see separate prospectus for more information.

CHARGES AND DEDUCTIONS

General

We deduct the charges described below. The charges are for the service and benefits we provide, costs and expenses we incur, and risks we assume under the Contracts. Services and benefits we provide include:

• the ability for you to make withdrawals and surrenders under the Contracts;

• the death benefit paid on the death of the contract owner, annuitant, or first of the joint owners,

• the available funding options and related programs (including dollar-cost averaging, portfolio rebalancing, and systematic withdrawal programs);

• administration of the annuity options available under the Contracts; and

• the distribution of various reports to contract owners.

Costs and expenses we incur include:

• losses associated with various overhead and other expenses associated with providing the services and benefits provided by the Contracts,

• sales and marketing expenses including commission payments to your sales agent, and

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• other costs of doing business.

Risks we assume include:

• that annuitants may live longer than estimated when the annuity factors under the Contracts were established;

• that the amount of the death benefit will be greater than the contract value, and

• that the costs of providing the services and benefits under the Contracts will exceed the charges deducted.

We may also deduct a charge for taxes.

Unless otherwise specified, charges are deducted proportionately from all funding options in which you are invested.

We may reduce or eliminate the withdrawal charge and/or the mortality and expense risk charge under the Contract when certain sales or administration of the Contract result in savings or reduced expenses and/or risks. For certain trusts, we may change the order in which purchase payments and earnings are withdrawn in order to determine the withdrawal charge. We will not reduce or eliminate the withdrawal charge where such reduction or elimination would be unfairly discriminatory to any person.

The amount of a charge may not necessarily correspond to the costs associated with providing the services or benefits indicated by the designated charge. For example, the withdrawal charge we collect may not fully cover all of the sales and distribution expenses we actually incur. The amount of any fee or charge is not impacted by an outstanding loan. We may also profit on one or more of the charges. We may use any such profits for any corporate purpose, including the payment of sales expenses.

Withdrawal Charge

We do not deduct a sales charge from purchase payments when they are made to the Contract. However, a withdrawal charge will apply if purchase payments and any applicable purchase payment credits are withdrawn before they have been in the Contract for five years. We will assess the charge as a percentage of the purchase payment and any applicable purchase payment credits withdrawn as follows:

Years Since Purchase Payment Made	Withdrawal Charge
0-1	5%
2	4%
3	3%
4	2%
5	1%
6 or more	0%

For purposes of the withdrawal charge calculation, withdrawals are deemed to be taken first from:

(a)	any purchase payment and any applicable purchase payment creditst o which no withdrawal charge applies then;
(b)	any remaining free withdrawal allowance (as described below) (after being reduced by (a), then;
(c)	any remaining purchase payment and any applicable purchase payment credits to which a withdrawal charge applies (on a first-in, first-out basis), then;
(d)	any Contract earnings.

Unless you instruct us otherwise, we will deduct the withdrawal charge from the amount requested.

If you did not purchase your Contract under a 457 or 403(b) qualified plan, we will not deduct a withdrawal charge:

• from payments we make due to the death of the annuitant;

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• if a life annuity payout has begun, other than the Liquidity Benefit Option (See “Liquidity Benefit”);

• if an income option of at least ten years’ duration is elected;

• from amounts withdrawn which are deposited to other contracts issued by us or our affiliate, subject to our approval;

• if withdrawals are taken under our Managed Distribution Program, if elected by you (see “Access to Your Contract Values”)’ or

• if you are confined to an Eligible Nursing Home, as described in Appendix C.

If you purchased your Contract under a 457 or 403(b) qualified plan, we will not deduct a withdrawal charge:

• from payments we make due to the death of the annuitant;

• if a life annuity payout has begun;

• if payments for a period of at least five years have begun;

• from amounts withdrawn which are deposited to other contracts issued by us or our affiliate, subject to our approval;

• if withdrawals are taken as a minimum distribution, as defined under The Code;

• if withdrawals are taken due to a hardship, as defined under The Code;;

• if withdrawals are taken due to a disability, as defined under The Code, of the annuitant;

• if you are confined to an Eligible Nursing Home, as described in Appendix C (403 (b) plans only).

Free Withdrawal Allowance

Beginning in the second contract year, you may withdraw up to 20% of the contract value annually. We calculate the available withdrawal amount as of the end of the previous contract year. The free withdrawal provision applies to all withdrawals except those transferred directly to annuity contracts issued by other financial institutions. We reserve the right to modify the free withdrawal provision.

Transfer Charge

We reserve the right to assess a transfer charge of up to $10.00 on transfers exceeding 12 per year. We will notify you in writing at your last known address at least 31 days before we impose any such transfer charge.

Mortality and Expense Risk Charge

Each business day, we deduct a mortality and expense risk (“M&E”) charge from amounts we hold in the variable funding options. We reflect the deduction in our calculation of accumulation and annuity unit values. The charges stated are the maximum for this product. We reserve the right to lower this charge at any time. If you choose the Standard Death Benefit, the M&E charge is 0.80% annually. If you choose the Optional Death Benefit, the M&E charge is 1.25% annually. This charge compensates the Company for risks assumed, benefits provided and expenses incurred, including the payment of commissions to your sales agent.

Variable Funding Option Expenses

We summarized the charges and expenses of the underlying funds in the fee table. Please review the prospectus for each underlying fund for a more complete description of that fund and its expenses.

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Floor Benefit/Liquidity Benefit Charges

If you select the Variable Annuitization Floor Benefit, we deduct a charge upon election of this benefit. This charge compensates us for guaranteeing a minimum variable annuity payment regardless of the performance of the variable funding options you selected. This charge will vary based upon market conditions, but will never increase your annual separate account charge by more than 3%. The charge will be set at the time of election, and will remain level throughout the term of annuitization. If the Liquidity Benefit is selected, there is a surrender charge of 5% of the amounts withdrawn. Please refer to “The Annuity Period” for a description of these benefits.

CHART Asset Allocation Program Charges

Under the CHART Program, purchase payments and cash values are allocated among the specified asset allocation funds. The charge for this advisory service is equal to a maximum of 0.80% of the assets subject to the CHART Program. The CHART Program fee will be paid by quarterly withdrawals from the cash values allocated to the asset allocation funds. We will not treat these withdrawals as taxable distributions. Please refer to “Miscellaneous Contract Provisions” for further information.

Premium Tax

Certain state and local governments charge premium taxes ranging from 0% to 5%, depending upon jurisdiction. We are responsible for paying these taxes and will determine the method used to recover premium tax expenses incurred. We will deduct any applicable premium taxes from your contract value either upon death, surrender, annuitization, or at the time you make purchase payments to the Contract, but no earlier than when we have a tax liability under state law.

Changes in Taxes Based upon Premium or Value

If there is any change in a law assessing taxes against the Company based upon premiums, contract gains or value of the Contract, we reserve the right to charge you proportionately for this tax.

TRANSFERS

Up to 30 days before the maturity date, you may transfer all or part of the contract value between variable funding options. Please note that the contract is not designed to serve as a vehicle for frequent trading in response to short-term fluctuations in the stock market. Therefore, all transfers are subject to the following restrictions:

1) Excessive Transfers. We reserve the right to restrict transfers if we determine you are engaging in a pattern of transfers that may disadvantage contract owners. In making this determination, we will consider, among other things, the following factors:

• the total dollar amount being transferred;

• the number of transfers you made within the previous three months;

• whether your transfers follow a pattern designed to take advantage of short term market fluctuations; and

• whether your transfers are part of a group of transfers made by a third party on behalf of the individual contract owners in the group.

2) Market Timers. We reserve the right to restrict transfers by any market timing firm or any other third party authorized to initiate transfers on behalf of multiple contract owners. We may, among other things:

• reject the transfer instructions of any agent acting under a power of attorney on behalf of more than one owner, or

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• reject the transfer or exchange instructions of individual owners who have executed pre-authorized transfer forms which are submitted by market timing firms or other third parties on behalf of more than one owner.

Future Modifications. We will continue to monitor the transfer activity occurring among the variable funding options, and may modify these transfer restrictions at any time if we deem it necessary to protect the interest of all contract owners. These modifications may include curtailing or eliminating, without notice, the ability to use the Internet, facsimile or telephone in making transfers.

If, in our sole discretion, we determine you are engaging in activity as described above or similar activity which will potentially hurt the rights or interests of contract owners, we will exercise our contractual right to restrict your number of transfers to one every six months. We reserve the right to charge a $10.00 fee for any transfer request which exceeds twelve per year. None of these restrictions are applicable to transfers made under a Dollar Cost Averaging Program or a rebalancing program.

We will make transfers at the value(s) next determined after we receive your request in good order at our Home Office. After the maturity date, you may make transfers only if allowed by your contract or with our consent. These restrictions are subject to any state law requirements.

Dollar Cost Averaging

Dollar cost averaging or the pre-authorized transfer program (the “DCA Program”) allows you to transfer a set dollar amount to other funding options on a monthly or quarterly basis during the accumulation phase of the Contract. Using this method, you will purchase more accumulation units in a funding option if the value per unit is low and will purchase fewer accumulation units if the value per unit is high. Therefore, you may achieve a lower-than-average cost per unit in the long run if you have the financial ability to continue the program over a long enough period of time. Dollar cost averaging does not assure a profit or protect against a loss.

You may elect the DCA Program through written request or other method acceptable to us. You must have a minimum total contract value of $5,000 to enroll in the DCA Program. The minimum amount that may be transferred through this program is $400.

You may establish pre-authorized transfers of contract values from the Fixed Account, subject to certain restrictions. Under the DCA Program, automated transfers from the Fixed Account may not deplete your Fixed Account Value in less than twelve months from your enrollment in the DCA Program.

In addition to the DCA Program, within the Fixed Account, we may credit increased interest rates to contract owners under an administrative Special DCA Program established at our discretion, depending on availability and state law. Under this program, the contract owner may pre-authorize level transfers to any of the funding options under either a 6 Month, 12 Month or 24 Month Program. The Programs will generally have different credited interest rates. Under each Program, the interest rate can accrue up to the applicable number of months on the remaining amounts in the Special DCA Program and we must transfer all purchase payments and accrued interest on a level basis to the selected funding options in the applicable time period. For example, under the 12 Month Program, the interest rate can accrue up to 12 months on the remaining amounts in the Special DCA Program and we must transfer all purchase payments and accrued interest in this Program on a level basis to the selected funding options in 12 months.

The pre-authorized transfers will begin after the initial Program purchase payment and complete enrollment instructions are received by the Company. If we do not receive complete Program enrollment instructions within 15 days of receipt of the initial Program purchase payment, the entire balance in the Program will be credited with the non-Program interest rate then in effect for the Fixed Account.

You may start or stop participation in the DCA Program at any time, but you must give the Company at least 30 days’ notice to change any automated transfer instructions that are currently in place. If you stop the Special DCA Program and elect to remain in the Fixed Account, we will credit your contract value for the remainder of 6 or 12 months with the interest rate for non-Program funds.

You may only have one DCA Program or Special DCA Program in place at one time. We will allocate any subsequent purchase payments we receive within the Program period selected to the current funding options over the remainder of that Program transfer period, unless you direct otherwise.

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All provisions and terms of the Contract apply to the DCA and Special DCA Programs, including provisions relating to the transfer of money between funding options. Transfers made under any DCA Program will not be counted for purposes of restrictions we may impose on the number of transfers permitted under the Contract. We reserve the right to suspend or modify transfer privileges at any time and to assess a processing fee for this service.

ACCESS TO YOUR MONEY

Any time before the maturity date, you may redeem all or any portion of the cash surrender value, that is, the contract value less any withdrawal charge and any premium tax not previously deducted. Unless you submit a written request specifying the fixed or variable funding option(s) from which we are to withdraw amounts, we will make the withdrawal on a pro rata basis. We will determine the cash surrender value as of the close of business after we receive your surrender request at our Home Office. The cash surrender value may be more or less than the purchase payments you made. You may not make withdrawals during the annuity period.

For amounts allocated to the variable funding options, we may defer payment of any cash surrender value for a period of up to five business days after the written request is received. For amounts allocated to the fixed account, we may defer payment of any cash surrender value for a period up to six months. In either case, it is our intent to pay as soon as possible. We cannot process requests for withdrawals that are not in good order. We will contact you if there is a deficiency causing a delay and will advise what is needed to act upon the withdrawal request.

Systematic Withdrawals

Before the maturity date, you may choose to withdraw a specified dollar amount (at least $100) on a monthly, quarterly, semiannual or annual basis. We will deduct any applicable premium taxes and withdrawal charge. To elect systematic withdrawals, you must have a contract value of at least $15,000 and you must make the election on the form we provide. We will surrender accumulation units pro rata from all funding options in which you have an interest, unless you instruct us otherwise. You may begin or discontinue systematic withdrawals at any time by notifying us in writing, but you must give at least 30 days’ notice to change any systematic withdrawal instructions that are currently in place.

We reserve the right to discontinue offering systematic withdrawals or to assess a processing fee for this service upon 30 days’ written notice to contract owners (where allowed by state law).

Each systematic withdrawal is subject to federal income taxes on the taxable portion. In addition, a 10% federal penalty tax may be assessed on systematic withdrawals if the contract owner is under age 59 1/2. You should consult with your tax adviser regarding the tax consequences of systematic withdrawals.

Managed Distribution Program. Under the systematic withdrawal option, you may choose to participate in the Managed Distribution Program. At no cost to you, you may instruct us to calculate and make minimum distributions that may be required by the IRS upon reaching age 70 1/2. (See “Federal Tax Considerations.”) These payments will not be subject to the withdrawal charge and will be in lieu of the free withdrawal allowance. No Dollar Cost Averaging will be permitted if you are participating in the Managed Distribution Program.

OWNERSHIP PROVISIONS

Types of Ownership

Contract Owner

Contract Owner (you). The Contract belongs to the contract owner named in the Contract (on the Specifications page. The annuitant is the individual upon whose life the maturity date and the amount of monthly payments depend. Because this is a qualified contract, the owner and the annuitant must always be the same person, and

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there can be only one contract owner. You have sole power to exercise any rights and to receive all benefits given in the Contract provided you have not named an irrevocable beneficiary.

If this Contract is purchased by a beneficiary of another contract who directly transferred the death proceeds due under that contract, he/she will be granted the same rights the owner has under the Contract except that he/she cannot take a loan or make additional purchase payments.

Beneficiary

You name the beneficiary in a written request. The beneficiary has the right to receive any death benefit proceeds remaining under the Contract upon the death of the contract owner. If more than one beneficiary survives the annuitant or contract owner, they will share equally in benefits unless you recorded different shares with the Company by written request before the death of the contract owner. In the case of a non-spousal beneficiary or a spousal beneficiary who has not chosen to assume the Contract, we will not transfer or otherwise remove the death benefit proceeds from either the variable funding options or the Fixed Account, as most recently elected by the contract owner, until the death report date.

Unless you have named an irrevocable beneficiary you have the right to change any beneficiary by written request during the lifetime of the annuitant and while the Contract continues.

DEATH BENEFIT

Before the maturity date, generally, a death benefit is payable when you die. At purchase, you elect either the Standard Death Benefit or the Optional Death Benefit. We calculate the death benefit at the close of the business day on which our Home Office receives (1) due proof of death and (2) written payment instructions or election of beneficiary contract continuance (“death report date”).

For both the Standard and Optional Death Benefit, we must be notified of your death no later than six months from the date of death in order to pay the death proceeds as described under “Death Proceeds Before the Maturity Date.” If we are notified more than six months after the death, we will pay death proceeds equal to the contract value on the death report date, less any applicable premium tax.

Death Proceeds Before the Maturity Date

Standard Death Benefit

Annuitant’s Age on the Contract Date	Death Benefit Payable
Before Age 80	Greater of: 1.Contract value, or 2.Total purchase payments less any withdrawals (and related charges).
On or after Age 80	Contract value.

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Optional Death Benefit and Credit

The Optional Death Benefit and Credit varies depending on the annuitant’s age on the contract date.

Annuitant’s Age on the Contract Date	Death Benefit Payable
Under Age 70	Greater of: 1)Contract value, or 2)Total purchase payments less any withdrawals (and related charges); or 3)Maximum Step-Up death benefit value (described below) associated with contract date anniversaries beginning with the 5th, and ending with the last before the annuitant’s 76th birthday.
Age 70-75	Greater of: 1)Contract value, or 2)Total purchase payments less any withdrawals (and related charges); or 3)Step-Up death benefit value (described below) associated with the 5th contract date anniversary.
Age 76-80	Greater of (1) or (2) above.
Age over 80	Contract value.

Step-Up Death Benefit Value

We will establish a separate Step-Up death benefit value on the fifth contract date anniversary and on each subsequent contract date anniversary on or before the death report date and will initially equal the contract value on that anniversary. After a Step-Up death benefit value has been established, we will recalculate it each time a purchase payment is made or a withdrawal is taken until the death report date. We will recalculate Step-Up death benefit values by increasing them by the amount of each applicable purchase payment and by reducing them by a partial surrender reduction (as described below) for each applicable withdrawal. Recalculations of Step-Up death benefit values related to any purchase payments or any withdrawals will be made in the order that such purchase payments or partial surrender reductions occur.

Partial Surrender Reduction. If you make a withdrawal, we will reduce the Step-Up value by a partial surrender reduction which equals: (1) the step-up value immediately prior to the withdrawal, multiplied by (2) the amount of the withdrawal, divided by (3) the contract value before the withdrawal.

For example, assume your current contract value is $55,000. If your step-up value immediately prior to the withdrawal is $50,000, and you decide to make a withdrawal of $10,000, we would reduce the step-up value as follows:

50,000 x (10,000/55,000) = 9,090

Your new step-up value would be 50,000-9,090, or $40,910.

The following example shows what would happen in a declining market. Assume your current contract value is $30,000. If your step-up value immediately prior to the withdrawal is $50,000, and you decide to make a withdrawal of $10,000, we would reduce the step-up value as follows:

50,000 x (10,000/30,000) = 16,666

Your new step-up value would be 50,000-16,666, or $33,334.

Payment of Proceeds

We describe the process of paying death benefit proceeds before the maturity date in the chart below. The chart does not encompass every situation and is merely intended as a general guide. More detailed information is

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provided in your Contract. Generally, the person(s) receiving the benefit may request that the proceeds be paid in a lump sum, or be applied to one of the settlement options available under the Contract.

Before the Maturity Date, upon the Death of the	The Company Will Pay the Proceeds to:	Mandatory Payout Rules Apply*
Owner/Annuitant	The beneficiary (ies), or if none, to the contract owner’s estate.	Yes
Beneficiary	No death proceeds are payable; contract continues.	N/A
Contingent Beneficiary	No death proceeds are payable; contract continues.	N/A

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* Certain payout rules of the Internal Revenue Code (IRC) are triggered upon the death of the Owner. Non-spousal beneficiaries (as well as spousal beneficiaries who choose not to assume the contract) must begin taking distributions based on the beneficiary’s life expectancy within one year of death or take a complete distribution of contract proceeds within 5 years of death. If mandatory distributions have begun, the 5 year payout option is not available.

Beneficiary Contract Continuance (Not permitted for non-natural beneficiaries)

If you die before the maturity date, and if the value of any beneficiary’s portion of the death benefit is between $20,000 and $1,000,000 as of the death report date, (more than $1,000,000 is subject to home office approval), your beneficiary(s) may elect to continue his/her portion of the Contract subject to applicable Internal Revenue Code distribution requirements, rather than receive the death benefit in a lump sum.

If your beneficiary elects to continue the Contract, the death benefit will be calculated as of the death report date. The initial contract value of the continued contract (the “adjusted contract value”) will equal the greater of the contract value or the death benefit calculated on the death report date and will be allocated to the funding options in the same proportion as prior to the death report date.

The beneficiary who continues the Contract will be granted the same rights as the owner under the original Contract, except the beneficiary cannot:

• take a loan

• make additional purchase payments

The beneficiary may also name his/her own beneficiary (“succeeding beneficiary”) and has the right to take withdrawals at any time after the death report date without a withdrawal charge. All other fees and charges applicable to the original contract will also apply to the continued contract. All benefits and features of the continued contract will be based on the beneficiary’s age on the death report date as if the beneficiary had purchased the Contract with the adjusted contract value on the death report date.

Planned Death Benefit (Individual Contracts Only)

You may request that rather than receive a lump-sum death benefit, the beneficiary(ies) receive all or a portion of the death benefit proceeds either:

• through an annuity for life or a period that does not exceed the beneficiary’s life expectancy; or

• under the terms of the Beneficiary Continuance provision described above. If the Beneficiary Continuance provision is selected, no surrenders will be allowed other than payments meant to satisfy minimum distribution amounts or systematic withdrawal amounts, if greater.

You must make the planned death benefit request as well as any revocation of this request in writing. Upon your death, your beneficiary(s) cannot revoke or modify this request. If the death benefit at the time we receive due proof of death is less than $2,000, we will only pay a lump sum to the beneficiary. If periodic payments due under the planned death benefit election are less than $100, we reserve the right to make annuity payments

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at less frequent intervals, resulting in a payment of at least $100 per year. If no beneficiary is alive when death benefits become payable, we will pay the death benefit as provided in your Contract.

Death Proceeds after the Maturity Date

If any contract owner or the annuitant dies on or after the maturity date, the Company will pay the beneficiary a death benefit consisting of any benefit remaining under the annuity or income option then in effect.

THE ANNUITY PERIOD

Maturity Date

Under the Contract, you can receive regular income payments (annuity payments). You can choose the month and the year in which those payments begin (maturity date). You can also choose among income payouts. (annuity options) or elect a lump sum distribution. While the annuitant is alive, you can change your selection any time up to the maturity date. Annuity payments will begin on the maturity date stated in the Contract unless (1) you fully surrendered the Contract; (2) we paid the proceeds to the beneficiary before that date; or (3) you elected another date. Annuity payments are a series of periodic payments (a) for life; (b) for life with either a minimum number of payments or a specific amount assured; or (c) for the joint lifetime of the annuitant and another person, and thereafter during the lifetime of the survivor. We may require proof that the annuitant is alive before we make annuity payments. Not all options may be available in all states.

You may choose to annuitize at any time after you purchase your Contract. Unless you elect otherwise, the maturity date will be the annuitant’s 90th birthday or ten years after the effective date of the Contract, if later.

At least 30 days before the original maturity date, you may elect to extend the maturity date to any time prior to the annuitant’s 90th birthday or to a later date with our consent. You may use certain annuity options taken at the maturity date to meet the minimum required distribution requirements of federal tax law, or you may use a program of withdrawals instead. These mandatory distribution requirements take effect generally upon the death of the contract owner, or with certain qualified Contracts upon either the later of the contract owner’s attainment of age 70½ or year of retirement; or the death of the contract owner. You should seek independent tax advice regarding the election of minimum required distributions.

Liquidity Benefit (Benefit not available under 457 plans)

If you select any annuity option which guarantees you payments for a minimum period of time (“period certain”), you may take a lump sum payment (equal to a portion or all of the value of the remaining payments) any time after the first contract year. There is a surrender charge of 5% of the amount withdrawn under this option.

For variable annuity payments, we use the Assumed Net Investment Factor, (“ANIF”) as the interest rate to determine the lump sum amount. If you request only a percentage of the amount available, we will reduce the amount of each payment during the rest of the period certain by that percentage. After the period expires, your payments will increase to the level they would have been had no liquidation taken place.

For fixed annuity payments, we calculate the present value of the remaining period certain payments using a current interest rate. The current interest rate used depends on the amount of time left in the annuity option you elected. The current rate will be the same rate we would give someone electing an annuity option for that same amount of time. If you request a percentage of the amount available during the period certain, we will reduce the amount of each payment during the rest of the period certain by that percentage. After the period certain expires, your payments will increase to the level they would have been had no liquidation taken place.

The market value adjustment formula for calculating the present value described above for fixed annuity payments is as follows:

n

Present Value = (sum) [Payments X (1/1 + iC)t/365

s = 1

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Where

             iC = the interest rate described above

n = the number of payments remaining in the contract owner’s period certain at the time of request for this benefit

             t = the number of days remaining until that payment is made, adjusting for leap years.

See Appendix E for examples of this market value adjustment.

Allocation of Annuity

You may elect to receive your annuity payments in the form of a variable annuity, a fixed annuity, or a combination of both. If, at the time annuity payments begin, you have not made an election, we will apply your contract value to provide an annuity funded by the same funding options as you have selected during the accumulation period. At least 30 days before the maturity date, you may transfer the contract value among the funding options in order to change the basis on which we will determine annuity payments. (See “Transfers.”)

Annuitization Credit. This credit is applied to the contract value used to purchase one of the annuity options described below. The credit equals 0.5% of your contract value if you annuitize during contract years 2-5, 1% during contract years 6-10, and 2% after contract year 10. There is no credit applied to Contracts held less than 1 year.

Variable Annuity

You may choose an annuity payout that fluctuates depending on the investment experience of the variable funding options. We determine the number of annuity units credited to the Contract by dividing the first monthly annuity payment attributable to each variable funding option by the corresponding accumulation unit value as of 14 days before the date annuity payments begin. We use an annuity unit to measure the dollar value of an annuity payment. The number of annuity units (but not their value) remains fixed during the annuity period.

Determination of First Annuity Payment. Your Contract contains the tables we use to determine your first monthly annuity payment. If you elect a variable annuity, the amount we apply to it will be the contract value as of 14 days before the date annuity payments begin, less any applicable premium taxes not previously deducted.

The amount of your first monthly payment depends on the annuity option you elected and the annuitant’s adjusted age. Your Contract contains the formula for determining the adjusted age. We determine the total first monthly annuity payment by multiplying the benefit per $1,000 of value shown in the Contract tables (or, if they would produce a larger payment, the tables then in effect on the maturity date) by the number of thousands of dollars of contract value you apply to that annuity option. The contract tables factor in an assumed daily net investment factor. We call this your net investment rate. For example, a net investment rate of 3% corresponds to an annual interest rate of 3%. This means that if the annualized investment performance, after expenses, of your variable funding options is less than 3%, then the dollar amount of your variable annuity payments will decrease. However, if the annualized investment perform ance, after expenses, of your variable funding options is greater than 3%, then the dollar amount of your variable annuity payments will increase.

Determination of Second and Subsequent Annuity Payments. The dollar amount of all subsequent annuity payments changes from month to month based on the investment experience of the applicable funding options. The total amount of each annuity payment will equal the sum of the basic payments in each funding option. We determine the actual amounts of these payments by multiplying the number of annuity units we credited to each funding option by the corresponding annuity unit value as of the date 14 days before the date the payment is due.

Fixed Annuity

You may choose a fixed annuity that provides payments which do not vary during the annuity period. We will calculate the dollar amount of the first fixed annuity payment as described under “Variable Annuity,” except that the amount we apply to begin the annuity will be your contract value as of the date annuity payments begin. Payout rates will not be lower than that shown in the Contract. If it would produce a larger payment, the first fixed annuity payment will be determined using the Life Annuity Tables in effect on the maturity date.

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If you have elected the Increasing Benefit Option, the payments will be calculated as above. However, the initial payment will be less than that reflected in the table and the subsequent payments will be increased by the percentage you elected.

PAYMENT OPTIONS

Election of Options

While the annuitant is alive, you can change your annuity option selection any time up to the maturity date. Once annuity payments have begun, no further elections are allowed.

During the annuitant’s lifetime, if you do not elect otherwise before the maturity date, we will pay you (or another designated payee) the first of a series of monthly annuity payments based on the life of the annuitant, in accordance with Annuity Option 2 (Life Annuity with 120 monthly payments assured). For certain qualified contracts, Annuity Option 4 (Joint and Last Survivor Life Annuity — Annuity Reduced on Death of Primary Payee) will be the automatic option as described in the Contract.

The minimum amount that can be placed under an annuity option will be $2,000 unless we agree to a lesser amount. If any monthly periodic payment due is less than $100, the Company reserves the right to make payments at less frequent intervals, or to pay the contract value in a lump-sum.

On the maturity date, we will pay the amount due under the Contract in accordance with the payment option that you select. You may choose to receive a single lump-sum payment. You must elect an option in writing, in a form satisfactory to the Company. Any election made during the lifetime of the annuitant must be made by the contract owner.

Variable Annuitization Floor Benefit. (Benefit not available under 457 plans) This benefit may not be available, or may only be available under certain annuity options, if we determine market conditions so dictate. If available, we will guarantee that, regardless of the performance of the variable funding options selected by you, your annuity payments will never be less than a certain percentage of your first annuity payment. This percentage will vary depending on market conditions, but will never be less than 50%. You may not elect this benefit if you are over age 80. Additionally, you must select from certain funds available under this guarantee. Currently, these funds are the Equity Index Portfolio Class II, the Travelers Quality Bond Portfolio, and the U.S. Government Securities Portfolio. We may, at our discretion, increase or decrease the number of funds available under this benefit. This benefit is not currently available under Annu ity Option 5. The benefit is not available with the 5% ANIF under any Option. If you select this benefit, you may not elect to liquidate any portion of your Contract.

There is a charge for this guarantee, which will begin upon election of this benefit. This charge will vary based upon market conditions, and will be established at the time the benefit is elected. Once established, the charge will remain level throughout the remainder of the annuitization, and will never increase your annual separate account charge by more than 3% per year.

We reserve the right to restrict the amount of contract value to be annuitized under this benefit.

Annuity Options

Subject to the conditions described in “Election of Options” above, we may pay all or any part of the cash surrender value under one or more of the following annuity options. Payments under the annuity options are generally made on a monthly basis. We may offer additional options. Options 1 through 4 are available for both fixed and/or variable annuities. Option 5 is only available for fixed annuities.

Option 1 -- Life Annuity -- No Refund. The Company will make annuity payments during the lifetime of the annuitant ending with the last payment before death. This option offers the maximum periodic payment, since there is no assurance of a minimum number of payments or provision for a death benefit for beneficiaries.

Option 2 -- Life Annuity with 120, 180 or 240 Monthly Payments Assured. The Company will make monthly annuity payments during the lifetime of the annuitant, with the agreement that if, at the death of that person,

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payments have been made for less than 120, 180 or 240 months, as elected, we will continue making payments to the beneficiary during the remainder of the period.

Option 3 -- Joint and Last Survivor Life Annuity -- No Refund. The Company will make regular annuity payments during the lifetime of the annuitant and a second person. When either person dies, we will continue making payments to the survivor. No further payments will be made following the death of the survivor.

Option 4 -- Joint and Last Survivor Life Annuity -- Annuity Reduced on Death of Primary Payee. The Company will make annuity payments during the lifetimes of the annuitant and a second person. You will designate one as primary payee, and the other will be designated as secondary payee. On the death of the secondary payee, the Company will continue to make monthly annuity payments to the primary payee in the same amount that would have been payable during the joint lifetime of the two persons. On the death of the primary payee, the Company will continue to make annuity payments to the secondary payee in an amount equal to 50% of the payments, which would have been made during the lifetime of the primary payee. No further payments will be made once both payees have died.

Option 5 — Payments for a Fixed Period. We will make periodic payments for the period selected.

Option 6 — Other Annuity Options. We will make any other arrangements for annuity payments as may be mutually agreed upon.

MISCELLANEOUS CONTRACT PROVISIONS

Right to Return

You may return the Contract for a full refund of the contract value plus any contract charges and premium taxes you paid (but not any fees and charges the underlying fund assessed) within ten days after you receive it (the “right to return period”). You bear the investment risk of investing in the variable funding options during the right to return period; therefore, the contract value we return may be greater or less than your purchase payment.

If you purchase the Contract as an Individual Retirement Annuity, and return it within the first seven days after delivery, we will refund your purchase payment in full; during the remainder of the right to return period, we will refund the contract value (including charges).

We will determine the contract value following the close of the business day on which we receive your Contract and a written request for a refund. Where state law requires a longer period, or the return of purchase payments or other variations of this provision, we will comply. Refer to your Contract for any state-specific information.

Termination

You do not need to make any purchase payments after the first to keep the Contract in effect. However, we reserve the right to terminate the Contract on any business day if your contract value as of that date is less than $2,000 and you have not made purchase payments for at least two years, unless otherwise specified by state law. Termination will not occur until 31 days after we have mailed notice of termination to your last known address and to any assignee of record. If we terminate the Contract, we will pay you the cash surrender value less any applicable taxes.

Required Reports

As often as required by law, but at least once in each contract year before the due date of the first annuity payment, we will furnish a report showing the number of accumulation units credited to the Contract and the corresponding accumulation unit value(s) as of the report date for each funding option to which the contract owner has allocated amounts during the applicable period. The Company will keep all records required under federal and state laws.

Suspension of Payments

The Company reserves the right to suspend or postpone the date of any payment or determination of values on any business day (1) when the New York Stock Exchange (“the Exchange”) is closed; (2) when trading on the

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Exchange is restricted; (3) when an emergency exists as determined by the SEC so that the sale of securities held in the Separate Account may not reasonably occur or so that the Company may not reasonably determine the value the Separate Account’s net assets; or (4) during any other period when the SEC, by order, so permits for the protection of security holders. Payments from the Fixed Account may be delayed up to 6 months.

THE SEPARATE ACCOUNTS

The Travelers Insurance Company and the Travelers Life and Annuity Company each sponsor separate accounts: Separate Account Five and Separate Account Six, respectively. Both Separate Account Five and Separate Account Six were established on March 27, 1997 and are registered with the SEC as unit investment trusts (separate account) under the Investment Company Act of 1940, as amended. We will invest Separate Account assets attributable to the Contracts exclusively in the shares of the variable funding options.

We hold the assets of Separate Account Five and Separate Account Six for the exclusive and separate benefit of the owners of each separate account, according to the laws of Connecticut. Income, gains and losses, whether or not realized, from assets allocated to the Separate Account are, in accordance with the Contracts, credited to or charged against the Separate Account without regard to other income, gains and losses of the Company. The assets held by the Separate Account are not chargeable with liabilities arising out of any other business that we may conduct. Obligations under the Contract are obligations of the Company.

All investment income and other distributions of the funding options are payable to the Separate Account. We reinvest all such income and/or distributions in shares of the respective funding option at net asset value. Shares of the funding options are currently sold only to life insurance company separate accounts to fund variable annuity and variable life insurance contracts.

Certain variable annuity separate accounts and variable life insurance separate accounts may invest in the funding options simultaneously (called “mixed” and “shared” funding). It is conceivable that in the future it may be disadvantageous to do so. Although the Company and the variable funding options do not currently foresee any such disadvantages either to variable annuity contract owners or variable life policy owners, each variable funding option’s Board of Directors intends to monitor events in order to identify any material conflicts between them and to determine what action, if any, should be taken. If a Board of Directors was to conclude that separate funds should be established for variable life and variable annuity separate accounts, the variable annuity contract owners would not bear any of the related expenses, but variable annuity contract owners and variable life insurance policy owne rs would no longer have the economies of scale resulting from a larger combined fund.

Performance Information

From time to time, we may advertise several types of historical performance for the Contract’s variable funding options. We may advertise the “standardized average annual total returns” of the variable funding option, calculated in a manner prescribed by the SEC, and the “nonstandardized total return,” as described below. Specific examples of the performance information appear in the SAI.

Standardized Method. We compute quotations of average annual total returns according to a formula in which a hypothetical initial investment of $1,000 is applied to the variable funding option, and then related to ending redeemable values over one-, five-, and ten-year periods, or for a period covering the time during which the funding option has been in existence, if less. Purchase payment credits are not included in these calculations. These quotations reflect the deduction of all recurring charges during each period (on a pro rata basis in the case of fractional periods). Each quotation assumes a total redemption at the end of each period with the applicable withdrawal charge deducted at that time.

Nonstandardized Method. We calculate nonstandardized “total returns” in a similar manner based on the performance of the funding options over a period of time, usually for the calendar year-to-date, and for the past one-, three-, five- and ten-year periods. Purchase payment credits are not included in these calculations. These returns also do not reflect the withdrawal charge because we designed the Contract for long-term investment.

For underlying funds that were in existence before they became available as a funding option, the nonstandardized average annual total return quotations reflects the investment performance that such funding options would have achieved (reduced by the applicable charges) had the underlying fund been held under the

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Contract for the period quoted. The total return quotations are based upon historical earnings and are not necessarily representative of future performance.

General. Within the guidelines prescribed by the SEC and the National Association of Securities Dealers, Inc. (“NASD”), performance information may be quoted numerically or may be presented in a table, graph or other illustration. Advertisements may include data comparing performance to well-known indices of market performance (including, but not limited to, the Dow Jones Industrial Average, the Standard & Poor’s (S&P) 500 Index, the S&P 400 Index, the Lehman Brothers Long T-Bond Index, the Russell 1000, 2000 and 3000 Indices, the Value Line Index, and the Morgan Stanley Capital International’s EAFE Index). Advertisements may also include published editorial comments and performance rankings compiled by independent organizations (including, but not limited to, Lipper Analytical Services, Inc. and Morningstar, Inc.) and publications that monitor the performance of the Separate Account and the variable funding options.

FEDERAL TAX CONSIDERATIONS

The following general discussion of the federal income tax consequences under this Contract is not intended to cover all situations, and is not meant to provide tax advice. Because of the complexity of the law and the fact that the tax results will vary depending on many factors, you should consult your tax adviser regarding your personal situation. For your information, a more detailed tax discussion is contained in the SAI.

Non-Resident Aliens

Distributions to non-resident aliens (“NRAs”) are subject to special tax and withholding rules under the Code. In addition, annuity payments to NRAs in many countries are exempt from U.S. tax (or subject to lower rates) based upon a tax treaty. NRAs should seek guidance from a tax adviser regarding their personal situation.

General Taxation of Annuities

Congress has recognized the value of saving for retirement by providing certain tax benefits, in the form of tax deferral, for money put into an annuity. The Internal Revenue Code (Code) governs how this money is ultimately taxed, depending upon the type of Contract, qualified or non-qualified, and the manner in which the money is distributed, as briefly described below.

Tax-Free Exchanges: The Internal Revenue Code provides that, generally, no gain or loss is recognized when an annuity Contract is received in exchange for a life, endowment, or annuity Contract. Since different annuity Contracts have different expenses, fees and benefits, a tax-free exchange could result in your investment becoming subject to higher or lower fees and/or expenses.

Qualified Annuity Contracts

Under a qualified annuity, since amounts paid into the Contract have generally not yet been taxed, the full amount of all distributions, including lump-sum withdrawals and annuity payments, are generally taxed at the ordinary income tax rate unless the distribution is transferred to an eligible rollover account or Contract. The Contract is available as a vehicle for IRA rollovers and for other qualified Contracts. There are special rules which govern the taxation of qualified Contracts, including withdrawal restrictions, requirements for mandatory distributions, and contribution limits. We have provided a more complete discussion in the SAI.

Note to participants in qualified plans including 401, 403(b), 457 as well as IRA owners: While annual plan contribution limits may be increased from time to time by Congress and the IRS for federal income tax purposes, these limits must be adopted by each state for the higher limits to be effective at a state income tax level. In other words, the permissible contribution limit for income tax purposes may be different at the federal level from your state’s income tax laws. Please consult your employer or tax advisor regarding this issue.

The Contract includes one or more optional enhanced death benefits that in some cases may exceed the greater of the purchase payments or contract value. The IRS has not reviewed the Contract for qualification as an IRA, and has not addressed in a ruling of general applicability, whether a death benefit such as the optional death benefit(s) in the Contract comports with IRA qualification requirements. Although the Company regards the optional enhanced death benefit as a permissible benefit under an IRA, the IRS may take a contrary position

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regarding tax qualification resulting in deemed distributions and penalty taxes. You should consult your tax adviser prior to selecting any optional enhanced death benefit for an IRA.

Penalty Tax for Premature Distributions

For both qualified and nonqualified contracts, taxable distributions taken before the contract owner has reached the age of 59 1/2 will be subject to a 10% additional tax penalty unless the distribution is taken in a series of periodic distributions, for life or life expectancy, or unless the distribution follows the death or disability of the contract owner. Other exceptions may be available in certain qualified plans. This is in addition to any penalites which may apply under your Contract.

Diversification Requirements for Variable Annuities

The Code requires that any nonqualified variable annuity Contracts based on a separate account shall not be treated as an annuity for any period if investments made in the account are not adequately diversified. Final tax regulations define how separate accounts must be diversified. The Company monitors the diversification of investments constantly and believes that its accounts are adequately diversified. The consequence of any failure to diversify is essentially the loss to the Contract owner of tax deferred treatment. The Company intends to administer all Contracts subject to this provision of law in a manner that will maintain adequate diversification.

Ownership of the Investments

In certain circumstances, owners of variable annuity Contracts have been considered to be the owners of the assets of the underlying separate account for Federal income tax purposes due to their ability to exercise investment control over those assets. When this is the case, the contract owners have been currently taxed on income and gains attributable to the variable account assets. There is little guidance in this area, and some features of the Contract, such as the flexibility of the contract owner to allocate premium payments and transfer amounts among the funding options, have not been addressed in public rulings. While we believe that the Contract does not give the contract owner investment control over separate account assets, we reserve the right to modify the Contract as necessary to prevent a contract owner from being treated as the owner of the separate account assets supporting the Contract.

Mandatory Distributions For Qualified Plans

Federal tax law requires that minimum annual distributions begin by April 1st of the calendar year following the calendar year in which an IRA owner attains age 70 1/2. Participants in qualified plans and 403(b) annuities may defer minimum distributions until the later of April 1st of the calendar year following the calendar year in which they attain age 70 1/2 or the year of retirement.

Minimum Distributions For Beneficiaries When a death benefit becomes due upon the death of the owner and/or annuitant, minimum distributions may be taken over the life expectancy of the beneficiary not less than annually within one year from the date of death or the funds remaining in the Contract must be completely withdrawn within five years from the date of death.

Taxation of Death Benefit Proceeds

Amounts may be distributed from a Contract because of the death of an owner or annuitant. Generally, such amounts are includible in the income of the recipient as follows: (i) if distributed in a lump sum, they are taxed in the same manner as a full surrender of the contract; or (ii) if distributed under a payment option, they are taxed in the same way as annuity payments.

AVAILABLE INFORMATION

The Companies are both subject to the information requirements of the Securities and Exchange Act of 1934 (“the 1934 Act”), as amended, and file reports, proxy statements and other information with the Securities and Exchange Commission (“Commission”). You may read and copy this information and other information at the following locations:

37

• public reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C., 20549

• the Commission’s Regional Offices located at 233 Broadway, New York, New York 10279,

• the Commission’s Regional Offices located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.

Under the Securities Act of 1933, the Companies have each filed with the Commission registration statements (the “Registration Statement”) relating to the Contracts offered by this prospectus. This prospectus has been filed as a part of the Registration Statement and does not contain all of the information set forth in the Registration Statement and the exhibits. Reference is hereby made to such Registration Statement and exhibits for further information about the Companies and the Contracts. The Registration Statement and the exhibits may be inspected and copied as described above. Although the Companies each furnish the annual reports on Form 10-K for the year ended December 31, 2001 to owners of contracts or certificates, we do not plan to furnish subsequent annual reports containing financial information to the owners of contracts or certificates described in this prospectus.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Each Company’s latest Annual Report on Form 10-K has been filed with the Commission. They are both incorporated by reference into this prospectus and a copy of your issuing Company’s 10-K must accompany this prospectus.

The Forms 10-K for the fiscal year ended December 31, 2001 contain additional information about each Company including audited financial statements for the latest fiscal year. The Travelers Insurance Company filed its Form 10-K on March 15, 2002 via Edgar, File No. 33-33691. The Travelers Life and Annuity Company filed its Form 10-K on March 15, 2002 via Edgar; File No. 33-58677.

If requested, we will furnish, without charge, a copy of any and all of the documents incorporated by reference, other than exhibits to those documents (unless such exhibits are specifically incorporated by reference in those documents You may direct your requests to: The Travelers Insurance Company, One Tower Square, Hartford, Connecticut 06183-5030, Attention: Annuity Services. The telephone number is (860) 422-3985. You may also obtain copies of any documents, incorporated by reference into this prospectus by accessing the SEC’s website (http://www.sec.gov).

OTHER INFORMATION

The Insurance Companies

Please refer to your Contract to determine which Company issued your Contract.

The Travelers Insurance Company is a stock insurance company chartered in 1863 in Connecticut and continuously engaged in the insurance business since that time. It is licensed to conduct life insurance business in all states of the United States, the District of Columbia, Puerto Rico, Guam, the U.S. and British Virgin Islands and the Bahamas. The Company is an indirect wholly owned subsidiary of Citigroup Inc. The Company’s Home Office is located at One Tower Square, Hartford, Connecticut 06183.

The Travelers Life and Annuity Company is a stock insurance company chartered in 1973 in Connecticut and continuously engaged in the insurance business since that time. It is licensed to conduct life insurance business in a majority of the states of the United States, the District of Columbia and Puerto Rico, and intends to seek licensure in the remaining states, except New York. The Company is an indirect wholly owned subsidiary of Citigroup Inc. The Company’s Home Office is located at One Tower Square, Hartford, Connecticut 06183.

Financial Statements

The financial statements for the Company and its separate account are located in the Statement of Additional Information.

38

Distribution of Variable Annuity Contracts

We intend to sell the Contracts in all jurisdictions where we are licensed to do business and where the Contract is approved. Any registered representative of affiliated or independent broker-dealers who sell the Contracts will be qualified to sell variable annuities under applicable federal and state laws. Each broker-dealer is registered with the SEC under the Securities Exchange Act of 1934, and all are members of the NASD. The principal underwriter of the Contracts is our affiliate, Travelers Distribution LLC, One Tower Square, Hartford, CT.

Up-front compensation paid to sales representatives will not exceed 8% of the purchase payments made under the Contracts. If asset based compensation is paid, it will not exceed 2% of the average account value annually. From time to time, we may pay or permit other promotional incentives, in cash, credit or other compensation.

Conformity with State and Federal Laws

The laws of the state in which the Contract is issued govern that Contract. Where a state has not approved a Contract feature or funding option, it will not be available in that state. Any paid-up annuity, cash surrender value or death benefits that are available under the Contract are not less than the minimum benefits required by the statutes of the state in which we delivered the Contract. We reserve the right to make any changes, including retroactive changes, in the Contract to the extent that the change is required to meet the requirements of any law or regulation issued by any governmental agency to which the Company, the Contract or the contract owner is subject.

Voting Rights

The Company is the legal owner of the shares of the underlying funds. However, we believe that when an underlying fund solicits proxies in conjunction with a vote of shareholders we are required to obtain from you and from other owners instructions on how to vote those shares. We will vote all shares, including those we may own on our own behalf, and those where we have not received instructions from contract owners, in the same proportion as shares for which we received voting instructions. Should we determine that we are no longer required to comply with the above, we will vote on the shares in our own right. In certain limited circumstances, and when permitted by law, we may disregard voting instructions. If we do disregard voting instructions, a summary of that action and the reasons for such action would be included in the next annual report to contract owners.

Legal Proceedings and Opinions

Legal matters in connection with the federal laws and regulations affecting the issue and sale of the contract described in this prospectus, as well as the organization of the Companies, their authority to issue variable annuity contracts under Connecticut law and the validity of the forms of the variable annuity contracts under Connecticut law, have been passed on by the General Counsel of the Companies.

There are no pending legal proceedings affecting either Separate Account or the principal underwriter. There are no pending legal proceedings against either Company likely to have a material adverse effect on the ability of either Company to meet its obligations under the applicable Contract.

39

Appendix A
Condensed Financial Information (1999)(1)

THE TRAVELERS SEPARATE ACCOUNT FIVE FOR VARIABLE ANNUITIES

AIR = Assumed Investment Rate
FC = Floor Benefit Charge
Standard = Standard Death Benefit
Optional = Optional Death Benefit

	Period from June 9, 1999* to December 31, 1999
	Standard				Optional				Standard 3% AIR				Optional 3% AIR
	3%AIR		5%AIR		3%AIR		5%AIR		.62FC		1.1%FC		.83FC		1.40%FC
High Yield Bond Trust (9/99)
Unit Value at beginning of year	$	1.000	$	1.000	$	1.000	$	1.000		—		—		—		—
Unit Value at end of year		0.980		0.980		0.977		0.977		—		—		—		—
Number of units outstanding at end of       year		—		—		93,082		—		—		—		—		—
Managed Assets Trust (6/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.102		1.102		1.098		1.098		—		—		—		—
Number of units outstanding at end of       year		13,609		—		899,389		—		—		—		—		—
Money Market Portfolio (9/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.032		1.032		1.028		1.028		—		—		—		—
Number of units outstanding at end of       year		36,453		—		134,132		—		—		—		—		—
American Odyssey Funds, Inc.
Core Equity Fund (9/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		0.995		0.995		0.992		0.992		—		—		—		—
Number of units outstanding at end of       year		21,459		—		68,472		—		—		—		—		—
Emerging Opportunities Fund       (9/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.465		1.465		1.460		1.460		—		—		—		—
Number of units outstanding at end of       year		6,201		—		29,981		—		—		—		—		—
Global High-Yield Bond Fund       (12/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.070		1.070		1.066		1.066		—		—		—		—
Number of units outstanding at end of       year		—		—		18,317		—		—		—		—		—
Intermediate-Term Bond Fund       (8/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.005		1.005		1.002		1.002		—		—		—		—
Number of units outstanding at end of       year		73,160		—		44,935		—		—		—		—		—
International Equity Fund       (7/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.272		1.272		1.267		1.267		—		—		—		—
Number of units outstanding at end of       year		6,933		—		91,971		—		—		—		—		—

A-1

Appendix A
Condensed Financial Information (1999)(1)

THE TRAVELERS SEPARATE ACCOUNT FIVE FOR VARIABLE ANNUITIES (Continued)

	Period from June 9, 1999* to December 31, 1999
	Standard				Optional				Standard 3% AIR				Optional 3% AIR
	3%AIR		5%AIR		3%AIR		5%AIR		.62FC		1.1%FC		.83FC		1.40%FC
Long-Term Bond Fund (9/99)
Unit Value at beginning of year	$	1.000	$	1.000	$	1.000	$	1.000		—		—		—		—
Unit Value at end of year		0.979		0.979		0.976		0.976		—		—		—		—
Number of units outstanding at end of       year		37,502		—		49,414		—		—		—		—		—
Delaware Group Premium Fund
REIT Series
Unit Value at beginning of year		—		—		—		—		—		—		—		—
Unit Value at end of year		—		—		—		—		—		—		—		—
Number of units outstanding at end of       year		—		—		—		—		—		—		—		—
Small Cap Value Series       (10/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		0.991		0.991		0.988		0.988		—		—		—		—
Number of units outstanding at end of       year		—		—		3,413		—		—		—		—		—
Dreyfus Variable Investment    Fund
Capital Appreciation Portfolio       (7/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.081		1.081		1.077		1.077		—		—		—		—
Number of units outstanding at end of       year		24,552		—		320,468		—		—		—		—		—
Small Cap Portfolio (10/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.240		1.240		1.236		1.236		—		—		—		—
Number of units outstanding at end of       year		—		—		37,863		—		—		—		—		—
Greenwich Street Series Fund
Equity Index Portfolio II (7/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000	$	1.000	$	1.000	$	1.000	$	1.000
Unit Value at end of year		1.133		1.133		1.129		1.129		1.127		1.123		1.122		1.117
Number of units outstanding at end of       year		13,350		—		317,090		—		—		—		—		—
The Montgomery Funds III
Montgomery Variable Series;       Growth Fund (10/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.208		1.208		1.204		1.204		—		—		—		—
Number of units outstanding at end of       year		—		—		22,857		—		—		—		—		—
OCC Accumulation Trust Equity    Portfolio†
Equity Portfolio†
Unit Value at beginning of year		—		—		—		—		—		—		—		—
Unit Value at end of year		—		—		—		—		—		—		—		—
Number of units outstanding at end of       year		—		—		—		—		—		—		—		—

A-2

Appendix A
Condensed Financial Information (1999)(1)

THE TRAVELERS SEPARATE ACCOUNT FIVE FOR VARIABLE ANNUITIES (Continued)

	Period from June 9, 1999* to December 31, 1999
	Standard				Optional				Standard 3% AIR				Optional 3% AIR
	3%AIR		5%AIR		3%AIR		5%AIR		.62FC		1.1%FC		.83FC		1.40%FC
Salomon Brothers Variable Series    Funds, Inc.
Capital Fund (7/98)
Unit Value at beginning of year		—		—		—		—		—		—		—		—
Unit Value at end of year		—		—		—		—		—		—		—		—
Number of units outstanding at end of       year		—		—		—		—		—		—		—		—
Investors Fund (10/99)
Unit Value at beginning of year	$	1.000	$	1.000	$	1.000	$	1.000		—		—		—		—
Unit Value at end of year		1.088		1.088		1.084		1.084		—		—		—		—
Number of units outstanding at end of       year		13,535		—		6,020		—		—		—		—		—
Total Return Fund
Unit Value at beginning of year		—		—		—		—		—		—		—		—
Unit Value at end of year		—		—		—		—		—		—		—		—
Number of units outstanding at end of       year		—		—		—		—		—		—		—		—
Strong Variable Insurance Funds,    Inc.
Strong Schafer Value Fund II       (7/98)
Unit Value at beginning of year		—		—		—		—		—		—		—		—
Unit Value at end of year		—		—		—		—		—		—		—		—
Number of units outstanding at end of       year		—		—		—		—		—		—		—		—
Travelers Series Fund Inc.
Alliance Growth Portfolio       (7/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.303		1.303		1.298		1.298		—		—		—		—
Number of units outstanding at end of       year		17,222		—		226,122		—		—		—		—		—
MFS Total Return Portfolio       (7/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		0.994		0.994		0.991		0.991		—		—		—		—
Number of units outstanding at end of       year		—		—		114,042		—		—		—		—		—
Putnam Diversified Income       Portfolio
Unit Value at beginning of year		—		—		—		—		—		—		—		—
Unit Value at end of year		—		—		—		—		—		—		—		—
Number of units outstanding at end of       year		—		—		—		—		—		—		—		—
Smith Barney High Income Portfolio       (8/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.007		1.007		1.004		1.004		—		—		—		—
Number of units outstanding at end of       year		20,231		—		—		—		—		—		—		—

A-3

Appendix A
Condensed Financial Information (1999)(1)

THE TRAVELERS SEPARATE ACCOUNT FIVE FOR VARIABLE ANNUITIES (Continued)

	Period from June 9, 1999* to December 31, 1999
	Standard				Optional				Standard 3% AIR				Optional 3% AIR
	3%AIR		5%AIR		3%AIR		5%AIR		.62FC		1.1%FC		.83FC		1.40%FC
Smith Barney International Equity       Portfolio (12/99)
Unit Value at beginning of year	$	1.000	$	1.000	$	1.000	$	1.000		—		—		—		—
Unit Value at end of year		1.569		1.569		1.563		1.563		—		—		—		—
Number of units outstanding at end of       year		—		—		53,669		—		—		—		—		—
Smith Barney Large Capitalization       Growth Portfolio (10/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.132		1.132		1.128		1.128		—		—		—		—
Number of units outstanding at end of       year		—		—		77,927		—		—		—		—		—
The Travelers Series Trust
Disciplined Mid Cap Stock Portfolio       (8/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.132		1.132		1.129		1.129		—		—		—		—
Number of units outstanding at end of       year		4,950		—		13,503		—		—		—		—		—
Disciplined Small Cap Stock       Portfolio†
Unit Value at beginning of year		—		—		—		—		—		—		—		—
Unit Value at end of year		—		—		—		—		—		—		—		—
Number of units outstanding at end of       year		—		—		—		—		—		—		—		—
Equity Income Portfolio (7/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.021		1.021		1.017		1.017		—		—		—		—
Number of units outstanding at end of       year		12,381		—		255,091		—		—		—		—		—
Federated Stock Portfolio
Unit Value at beginning of year		—		—		—		—		—		—		—		—
Unit Value at end of year		—		—		—		—		—		—		—		—
Number of units outstanding at end of       year		—		—		—		—		—		—		—		—
Large Cap Portfolio (7/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.224		1.224		1.219		1.219		—		—		—		—
Number of units outstanding at end of       year		12,719		—		89,328		—		—		—		—		—
Lazard International Stock Portfolio       (8/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.194		1.194		1.190		1.190		—		—		—		—
Number of units outstanding at end of       year		4,591		—		—		—		—		—		—		—

A-4

Appendix A
Condensed Financial Information (1999)(1)

THE TRAVELERS SEPARATE ACCOUNT FIVE FOR VARIABLE ANNUITIES (Continued)

	Period from June 9, 1999* to December 31, 1999
	Standard				Optional				Standard 3% AIR				Optional 3% AIR
	3%AIR		5%AIR		3%AIR		5%AIR		.62FC		1.1%FC		.83FC		1.40%FC
MFS Mid Cap Growth Portfolio       (10/99)
Unit Value at beginning of year	$	1.000	$	1.000	$	1.000	$	1.000		—		—		—		—
Unit Value at end of year		1.603		1.603		1.598		1.598		—		—		—		—
Number of units outstanding at end of       year		—		—		91,838		—		—		—		—		—
MFS Research Portfolio       (10/99)
Unit Value at beginning of year		—		—		—		—		—		—		—		—
Unit Value at end of year		—		—		—		—		—		—		—		—
Number of units outstanding at end of       year		—		—		—		—		—		—		—		—
Social Awareness Portfolio       (7/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.115		1.115		1.111		1.111		—		—		—		—
Number of units outstanding at end of       year		14,167		—		57,036		—		—		—		—		—
Travelers Quality Bond Portfolio       (8/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000	$	1.000	$	1.000	$	1.000	$	1.000
Unit Value at end of year		1.002		1.002		0.998		0.998		1.000		0.999		0.996		0.994
Number of units outstanding at end of       year		19,941		—		8,527		—		—		—		—		—
U.S. Government Securities Portfolio       (8/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		1.000		1.000		1.000		1.000
Unit Value at end of year		0.968		0.968		0.965		0.965		0.966		0.965		0.962		0.961
Number of units outstanding at end of       year		20,423		—		75,867		—		—		—		—		—
Utilities Portfolio (8/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		0.959		0.959		0.956		0.956		—		—		—		—
Number of units outstanding at end of       year		—		—		2,049		—		—		—		—		—
Warburg Pincus Trust
Emerging Markets Portfolio       (10/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.506		1.506		1.502		1.502		—		—		—		—
Number of units outstanding at end of       year		—		—		42,199		—		—		—		—		—

(1) For this time period, “Number of units outstanding at end of year” may include annuity units.

A-5

Appendix A
Condensed Financial Information (2000)(2)

THE TRAVELERS SEPARATE ACCOUNT FIVE FOR VARIABLE ANNUITIES

	Year Ended December 31, 2000
	Standard				Optional				Standard 3%				Optional 3%
	3%		5%		3%		5%		.62FC		1.1%FC		.83FC		1.40%FC
Capital Appreciation Fund (5/00)
Unit Value at beginning of year	$	1.000	$	1.000	$	1.000	$	1.000		—		—		—		—
Unit Value at end of year		0.745		0.745		0.743		0.743		—		—		—		—
Number of units outstanding at end of year		—		—		978,236		—		—		—		—		—
High Yield Bond Trust (9/99)
Unit Value at beginning of year		0.980		0.980		0.977		0.977		—		—		—		—
Unit Value at end of year		0.982		0.982		0.974		0.974		—		—		—		—
Number of units outstanding at end of year		—		—		311,004		—		—		—		—		—
Managed Assets Trust (6/99)
Unit Value at beginning of year		1.102		1.102		1.098		1.098		—		—		—		—
Unit Value at end of year		1.076		1.076		1.067		1.067		—		—		—		—
Number of units outstanding at end of year		20,767		—		1,799,521		—		—		—		—		—
Money Market Portfolio (9/99)
Unit Value at beginning of year		1.032		1.032		1.028		1.028		—		—		—		—
Unit Value at end of year		1.087		1.087		1.078		1.078		—		—		—		—
Number of units outstanding at end of year		76,073		—		911,055		—		—		—		—		—
American Odyssey Funds, Inc.
Core Equity Fund (9/99)
Unit Value at beginning of year		0.995		0.995		0.992		0.992		—		—		—		—
Unit Value at end of year		0.840		0.840		0.833		0.833		—		—		—		—
Number of units outstanding at end of year		10,384		—		626,483		—		—		—		—		—
Emerging Opportunities Fund       (9/99)
Unit Value at beginning of year		1.465		1.465		1.460		1.460		—		—		—		—
Unit Value at end of year		1.600		1.600		1.587		1.587		—		—		—		—
Number of units outstanding at end of year		1,472		—		235,839		—		—		—		—		—
Global High-Yield Bond Fund       (12/99)
Unit Value at beginning of year		1.070		1.070		1.066		1.066		—		—		—		—
Unit Value at end of year		1.021		1.021		1.012		1.012		—		—		—		—
Number of units outstanding at end of year		—		—		95,298		—		—		—		—		—
Intermediate-Term Bond Fund       (8/99)
Unit Value at beginning of year		1.005		1.005		1.002		1.002		—		—		—		—
Unit Value at end of year		1.063		1.063		1.054		1.054		—		—		—		—
Number of units outstanding at end of year		16,410		—		369,677		—		—		—		—		—
International Equity Fund       (7/99)
Unit Value at beginning of year		1.272		1.272		1.267		1.267		—		—		—		—
Unit Value at end of year		1.160		1.160		1.151		1.151		—		—		—		—
Number of units outstanding at end of year		1,916		—		347,387		—		—		—		—		—
Long-Term Bond Fund (9/99)
Unit Value at beginning of year		.979		.979		.976		.976		—		—		—		—
Unit Value at end of year		1.092		1.092		1.083		1.083		—		—		—		—
Number of units outstanding at end of year		12,041		—		409,109		—		—		—		—		—

A-6

Appendix A
Condensed Financial Information (2000) (2)

THE TRAVELERS SEPARATE ACCOUNT FIVE FOR VARIABLE ANNUITIES (Continued)

	Year Ended December 31, 2000
	Standard				Optional				Standard 3%				Optional 3%
	3%		5%		3%		5%		.62FC		1.1%FC		.83FC		1.40%FC
Delaware Group Premium Fund,    Inc.
REIT Series (9/00)
Unit Value at beginning of year	$	1.000	$	1.000	$	1.000	$	1.000		—		—		—		—
Unit Value at end of year		1.221		1.221		1.213		1.213		—		—		—		—
Number of units outstanding at end of       year		—		—		50,532		—		—		—		—		—
Small Cap Value Series       (10/99)
Unit Value at beginning of year		0.991		0.991		0.988		0.988		—		—		—		—
Unit Value at end of year		1.162		1.162		1.153		1.153		—		—		—		—
Number of units outstanding at end of       year		—		—		39,689		—		—		—		—		—
Dreyfus Variable Investment    Fund
Appreciation Portfolio       (7/99)(1)
Unit Value at beginning of year		1.081		1.081		1.077		1.077		—		—		—		—
Unit Value at end of year		1.065		1.065		1.057		1.057		—		—		—		—
Number of units outstanding at end of       year		24,552		—		509,909		—		—		—		—		—
Small Cap Portfolio (10/99)
Unit Value at beginning of year		1.240		1.240		1.236		1.236		—		—		—		—
Unit Value at end of year		1.394		1.394		1.383		1.383		—		—		—		—
Number of units outstanding at end of       year		3,246		—		349,550		—		—		—		—		—
Greenwich Street Series Fund
Equity Index Portfolio II       (7/99)
Unit Value at beginning of year		1.133		1.133		1.129		1.129	$	1.127	$	1.123	$	1.122	$	1.117
Unit Value at end of year		1.019		1.019		1.011		1.011		1.008		0.999		0.996		0.986
Number of units outstanding at end of       year		14,389		—		613,182		—		—		—		—		—
Janus Aspen Series
Worldwide Growth Portfolio       (5/00)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		0.801		0.801		0.799		0.799		—		—		—		—
Number of units outstanding at end of       year		—		—		409,725		—		—		—		—		—
The Montgomery Funds III
Montgomery Variable Series;       Growth Fund (10/99)
Unit Value at beginning of year		1.208		1.208		1.204		1.204		—		—		—		—
Unit Value at end of year		1.090		1.090		1.082		1.082		—		—		—		—
Number of units outstanding at end of       year		—		—		78,405		—		—		—		—		—
OCC Accumulation Trust
Equity Portfolio (1/00)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.014		1.014		1.007		1.007		—		—		—		—
Number of units outstanding at end of       year		—		—		8,202		—		—		—		—		—

A-7

Appendix A
Condensed Financial Information (2000)(2)

THE TRAVELERS SEPARATE ACCOUNT FIVE FOR VARIABLE ANNUITIES (Continued)

	Year Ended December 31, 2000
	Standard				Optional				Standard 3%				Optional 3%
	3%		5%		3%		5%		.62FC		1.1%FC		.83FC		1.40%FC
Salomon Brothers Variable Series    Funds, Inc.
Capital Fund (4/00)
Unit Value at beginning of year	$	1.000	$	1.000	$	1.000	$	1.000		—		—		—		—
Unit Value at end of year		1.433		1.433		1.422		1.422		—		—		—		—
Number of units outstanding at end of year		—		—		62,150		—		—		—		—		—
Investors Fund (10/99)
Unit Value at beginning of year		1.088		1.088		1.084		1.084		—		—		—		—
Unit Value at end of year		1.244		1.244		1.234		1.234		—		—		—		—
Number of units outstanding at end of year		—		—		55,437		—		—		—		—		—
Total Return Fund (9/00)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.072		1.072		1.064		1.064		—		—		—		—
Number of units outstanding at end of year		—		—		9,945		—		—		—		—		—
Strong Variable Insurance Funds,    Inc.
Strong Schafer Value Fund II       (3/00)*
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		0.938		0.938		0.932		0.932		—		—		—		—
Number of units outstanding at end of year		—		—		24,959		—		—		—		—		—
Travelers Series Fund, Inc.
Alliance Growth Portfolio       (7/99)
Unit Value at beginning of year		1.303		1.303		1.298		1.298		—		—		—		—
Unit Value at end of year		1.057		1.057		1.048		1.048		—		—		—		—
Number of units outstanding at end of year		56,806		—		987,185		—		—		—		—		—
MFS Total Return Portfolio       (7/99)
Unit Value at beginning of year		0.994		0.994		0.991		0.991		—		—		—		—
Unit Value at end of year		1.150		1.150		1.142		1.142		—		—		—		—
Number of units outstanding at end of year		—		—		487,322		—		—		—		—		—

A-8

Appendix A
Condensed Financial Information (2000)(2)

THE TRAVELERS SEPARATE ACCOUNT FIVE FOR VARIABLE ANNUITIES (Continued)

	Year Ended December 31, 2000
	Standard				Optional				Standard 3%				Optional 3%
	3%		5%		3%		5%		.62FC		1.1%FC		.83FC		1.40%FC
Smith Barney High Income Portfolio       (8/99)
Unit Value at beginning of year	$	1.007	$	1.007	$	1.004	$	1.004		—		—		—		—
Unit Value at end of year		0.918		0.918		0.912		0.912		—		—		—		—
Number of units outstanding at end of year		20,231		—		52,398		—		—		—		—		—
Smith Barney International Equity       Portfolio (12/99)
Unit Value at beginning of year		1.569		1.569		1.563		1.563		—		—		—		—
Unit Value at end of year		1.186		1.186		1.177		1.177		—		—		—		—
Number of units outstanding at end of year		3,291		—		247,679		—		—		—		—		—
Smith Barney Large Capitalization       Growth Portfolio (10/99)
Unit Value at beginning of year		1.132		1.132		1.128		1.128		—		—		—		—
Unit Value at end of year		1.045		1.045		1.037		1.037		—		—		—		—
Number of units outstanding at end of year		—		—		178,384		—		—		—		—		—
The Travelers Series Trust
Disciplined Mid Cap Stock Portfolio       (8/99)
Unit Value at beginning of year		1.132		1.132		1.129		1.129		—		—		—		—
Unit Value at end of year		1.310		1.310		1.301		1.301		—		—		—		—
Number of units outstanding at end of year		4,950		—		88,564		—		—		—		—		—
Equity Income Portfolio (7/99)
Unit Value at beginning of year		1.021		1.021		1.017		1.017		—		—		—		—
Unit Value at end of year		1.105		1.105		1.096		1.096		—		—		—		—
Number of units outstanding at end of year		12,381		—		437,309		—		—		—		—		—
Federated Stock Portfolio
Unit Value at beginning of year		—		—		—		—		—		—		—		—
Unit Value at end of year		—		—		—		—		—		—		—		—
Number of units outstanding at end of year		—		—		—		—		—		—		—		—
Large Cap Portfolio (7/99)
Unit Value at beginning of year		1.224		1.224		1.219		1.219		—		—		—		—
Unit Value at end of year		1.038		1.038		1.030		1.030		—		—		—		—
Number of units outstanding at end of year		52,127		—		804,274		—		—		—		—		—
Lazard International Stock Portfolio       (8/99)
Unit Value at beginning of year		1.194		1.194		1.190		1.190		—		—		—		—
Unit Value at end of year		1.049		1.049		1.041		1.041		—		—		—		—
Number of units outstanding at end of year		4,591		—		17,988		—		—		—		—		—

A-9

Appendix A
Condensed Financial Information (2000)(2)

THE TRAVELERS SEPARATE ACCOUNT FIVE FOR VARIABLE ANNUITIES (Continued)

	Year Ended December 31, 2000
	Standard				Optional				Standard 3%				Optional 3%
	3%		5%		3%		5%		.62FC		1.1%FC		.83FC		1.40%FC
MFS Mid Cap Growth Portfolio       (10/99)
Unit Value at beginning of year	$	1.603	$	1.603	$	1.598	$	1.598		—		—		—		—
Unit Value at end of year		1.739		1.739		1.726		1.726		—		—		—		—
Number of units outstanding at end of year		30,494		—		504,511		—		—		—		—		—
MFS Research Portfolio (6/00)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.136		1.136		1.127		1.127		—		—		—		—
Number of units outstanding at end of year		—		—		7,875		—		—		—		—		—
Social Awareness Portfolio       (7/99)
Unit Value at beginning of year		1.115		1.115		1.111		1.111		—		—		—		—
Unit Value at end of year		1.100		1.100		1.092		1.092		—		—		—		—
Number of units outstanding at end of year		14,167		—		141,652		—		—		—		—		—
Travelers Quality Bond Portfolio       (8/99)
Unit Value at beginning of year		1.002		1.002		0.998		0.998	$	1.000	$	0.999	$	0.996	$	0.994
Unit Value at end of year		1.063		1.063		1.055		1.055		1.058		1.055		1.049		1.045
Number of units outstanding at end of year		19,941		—		54,601		—		—		—		—		—
U.S. Government Securities Portfolio       (8/99)
Unit Value at beginning of year		0.968		0.968		0.965		0.965		0.966		0.965		0.962		0.961
Unit Value at end of year		1.099		1.099		1.091		1.091		1.094		1.091		1.084		1.080
Number of units outstanding at end of year		20,423		—		141,994		—		—		—		—		—
Utilities Portfolio (8/99)
Unit Value at beginning of year		0.959		0.959		0.956		0.956		—		—		—		—
Unit Value at end of year		1.183		1.183		1.174		1.174		—		—		—		—
Number of units outstanding at end of year		—		—		135,986		—		—		—		—		—
Variable Insurance Products Fund    II
Assets Manager Portfolio—Service       Class 2 (5/00)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		0.949		0.949		0.947		0.947		—		—		—		—
Number of units outstanding at end of year		—		—		173,343		—		—		—		—		—
Warburg Pincus Trust
Emerging Markets Portfolio       (10/99)
Unit Value at beginning of year		1.506		1.506		1.502		1.502		—		—		—		—
Unit Value at end of year		1.022		1.022		1.015		1.015		—		—		—		—
Number of units outstanding at end of year		—		—		122,227		—		—		—		—		—

The date next to each funding option’s name reflects the date money first came into the funding option through the Separate Account. The financial statements for Separate Account Five and the consolidated financial statements for The Travelers Insurance Company and subsidiaries are contained in the SAI. Those funding options not listed above were not available as of December 31, 2000.

(1)	Formerly Capital Appreciation Portfolio
(2)	For this time period, “Number of units outstanding at end of year” may include annuity units.

A-10

Appendix A
Condensed Financial Information (2001)

THE TRAVELERS SEPARATE ACCOUNT FIVE FOR VARIABLE ANNUITIES

	Year Ended December 31, 2001
	Standard				Optional
	3%		5%		3%		5%
Capital Appreciation Fund (5/00)
Unit Value at beginning of year	$	0.745	$	0.745	$	0.743	$	0.743
Unit Value at end of year		0.547		0.547		0.542		0.542
Number of units outstanding at end of year		6,402		—		1,489,104		—
High Yield Bond Trust (9/99)
Unit Value at beginning of year		0.982		0.982		0.974		0.974
Unit Value at end of year		1.067		1.067		1.054		1.054
Number of units outstanding at end of year		—		—		426,670		—
Managed Assets Trust (6/99)
Unit Value at beginning of year		1.076		1.076		1.067		1.067
Unit Value at end of year		1.013		1.013		1.000		1.000
Number of units outstanding at end of year		25,510		—		2,100,630		—
Money Market Portfolio (9/99)
Unit Value at beginning of year		1.087		1.087		1.078		1.078
Unit Value at end of year		1.119		1.119		1.105		1.105
Number of units outstanding at end of year		77,341		—		2,626,057		—
AIM Variable Insurance Funds, Inc.
AIM V.I. Value Fund (5/01)(1)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		0.888		0.888		0.886		0.886
Number of units outstanding at end of year		—		3,000		—		—
CitiStreet Funds, Inc.
CitiStreet Large Company Stock Fund       (9/99)
Unit Value at beginning of year		0.840		0.840		0.833		0.833
Unit Value at end of year		0.702		0.702		0.693		0.693
Number of units outstanding at end of year		—		—		2,768,720		—
CitiStreet Small Company Stock Fund       (9/99)
Unit Value at beginning of year		1.600		1.600		1.587		1.587
Unit Value at end of year		1.612		1.612		1.592		1.592
Number of units outstanding at end of year		—		—		530,066		—
CitiStreet International Stock Fund       (7/99)
Unit Value at beginning of year		1.160		1.160		1.151		1.151
Unit Value at end of year		0.904		0.904		0.893		0.893
Number of units outstanding at end of year		—		—		1,527,648		—
CitiStreet Diversified Bond Fund (9/99)       (2)
Unit Value at beginning of year		1.092		1.092		1.083		1.083
Unit Value at end of year		1.157		1.157		1.143		1.143
Number of units outstanding at end of year		—		—		3,246,930		—
Credit Suisse Trust
Emerging Markets Portfolio (10/99)
Unit Value at beginning of year		1.022		1.022		1.015		1.015
Unit Value at end of year		0.916		0.916		0.906		0.906
Number of units outstanding at end of year		—		—		119,978		—

A-11

Appendix A
Condensed Financial Information (2001)

THE TRAVELERS SEPARATE ACCOUNT FIVE FOR VARIABLE ANNUITIES (Continued)

	Year Ended December 31, 2001
	Standard				Optional
	3%		5%		3%		5%
Delaware Group Premium Fund, Inc.
REIT Series (9/00)
Unit Value at beginning of year	$	1.221	$	1.221	$	1.213	$	1.213
Unit Value at end of year		1.318		1.318		1.303		1.303
Number of units outstanding at end of year		—		—		106,721		—
Small Cap Value Series (10/99)
Unit Value at beginning of year		1.162		1.162		1.153		1.153
Unit Value at end of year		1.289		1.289		1.274		1.274
Number of units outstanding at end of year		—		—		96,668		—
Dreyfus Variable Investment Fund
Appreciation Portfolio (7/99)
Unit Value at beginning of year		1.065		1.065		1.057		1.057
Unit Value at end of year		0.958		0.958		0.946		0.946
Number of units outstanding at end of year		27,197		—		498,927		—
Small Cap Portfolio (10/99)
Unit Value at beginning of year		1.394		1.394		1.383		1.383
Unit Value at end of year		1.298		1.298		1.282		1.282
Number of units outstanding at end of year		13,265		—		545,002		—
Greenwich Street Series Fund
Appreciation Portfolio (5/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		0.943		0.943		0.941		0.941
Number of units outstanding at end of year		3,353		3,000		1,117		—
Equity Index Portfolio II (7/99)
Unit Value at beginning of year		1.019		1.019		1.011		1.011
Unit Value at end of year		0.886		0.886		0.875		0.875
Number of units outstanding at end of year		23,609		—		966,104		—
.62% Floor Charge
Unit Value at beginning of year		1.008		—		—		—
Unit Value at end of year		0.871		—		—		—
Number of units outstanding at end of year		—		—		—		—
1.10% Floor Charge
Unit Value at beginning of year		0.999		—		—		—
Unit Value at end of year		0.859		—		—		—
Number of units outstanding at end of year		—		—		—		—
.83% Floor Charge
Unit Value at beginning of year		—		—		0.996		—
Unit Value at end of year		—		—		0.855		—
Number of units outstanding at end of year		—		—		—		—
1.40% Floor Charge
Unit Value at beginning of year		—		—		0.986		—
Unit Value at end of year		—		—		0.841		—
Number of units outstanding at end of year		—		—		—		—
Fundamental Value Portfolio (5/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		0.924		0.924		0.921		0.921
Number of units outstanding at end of year		—		3,000		132,819		—

A-12

Appendix A
Condensed Financial Information (2001)

THE TRAVELERS SEPARATE ACCOUNT FIVE FOR VARIABLE ANNUITIES (Continued)

	Year Ended December 31, 2001
	Standard				Optional
	3%		5%		3%		5%
Janus Aspen Series
Aggressive Growth Portfolio (5/01)
Unit Value at beginning of year	$	1.000	$	1.000	$	1.000	$	1.000
Unit Value at end of year		0.772		0.772		0.770		0.770
Number of units outstanding at end of year		—		3,000		—		—
Balanced Portfolio (5/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		0.962		0.962		0.960		0.960
Number of units outstanding at end of year		—		3,000		9,564		—
Worldwide Growth Portfolio (5/00)
Unit Value at beginning of year		0.801		0.801		0.799		0.799
Unit Value at end of year		0.615		0.615		0.610		0.610
Number of units outstanding at end of year		5,661		—		609,833		—
PIMCO Variable Insurance Trust
Total Return Bond Portfolio (5/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		1.057		1.057		1.054		1.054
Number of units outstanding at end of year		—		1,000		25,722		—
Putnam Variable Trust
Putnam VT International Growth       Fund(5/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		0.861		0.861		0.858		0.858
Number of units outstanding at end of year		—		2,000		7,952		—
Putnam VT Small Cap Value Fund       (5/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		1.093		1.093		1.090		1.090
Number of units outstanding at end of year		—		2,000		2,364		—
Putnam VT Voyager II Fund (5/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		0.808		0.808		0.806		0.806
Number of units outstanding at end of year		—		1,000		—		—
The Montgomery Funds III
Montgomery Variable Series; Growth Fund       (10/99)
Unit Value at beginning of year		1.090		1.090		1.082		1.082
Unit Value at end of year		0.857		0.857		0.846		0.846
Number of units outstanding at end of year		—		—		76,978		—
OCC Accumulation Trust
Equity Portfolio (1/00)
Unit Value at beginning of year		1.014		1.014		1.007		1.007
Unit Value at end of year		0.935		0.935		0.924		0.924
Number of units outstanding at end of year		—		—		8,202		—

A-13

Appendix A
Condensed Financial Information (2001)

THE TRAVELERS SEPARATE ACCOUNT FIVE FOR VARIABLE ANNUITIES (Continued)

	Year Ended December 31, 2001
	Standard				Optional
	3%		5%		3%		5%
Salomon Brothers Variable Series Funds,    Inc.
Capital Fund (4/00)
Unit Value at beginning of year	$	1.433	$	1.433	$	1.422	$	1.422
Unit Value at end of year		1.449		1.449		1.431		1.431
Number of units outstanding at end of year		—		—		274,586		—
Investors Fund (10/99) (3)
Unit Value at beginning of year		1.244		1.244		1.234		1.234
Unit Value at end of year		1.183		1.183		1.168		1.168
Number of units outstanding at end of year		—		—		156,631		—
Small Cap Growth Fund (5/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		0.974		0.974		0.971		0.971
Number of units outstanding at end of year		—		2,000		83,878		—
Total Return Fund (9/00)
Unit Value at beginning of year		1.072		1.072		1.064		1.064
Unit Value at end of year		1.055		1.055		1.042		1.042
Number of units outstanding at end of year		—		—		59,722		—
Smith Barney Investment Series
Smith Barney Large Cap Core Portfolio       (5/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		0.897		0.897		0.895		0.895
Number of units outstanding at end of year		—		2,000		—		—
Smith Barney Premier Selections All Cap       Growth Portfolio (5/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		0.898		0.898		0.895		0.895
Number of units outstanding at end of year		—		2,000		—		—
Strong Variable Insurance Funds, Inc.
Strong Multi Cap Value Fund II       (3/00)
Unit Value at beginning of year		0.938		0.938		0.932		0.932
Unit Value at end of year		0.969		0.969		0.958		0.958
Number of units outstanding at end of year		—		—		115,369		—
Travelers Series Fund, Inc.
AIM Capital Appreciation Portfolio       (5/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		0.867		0.867		0.864		0.864
Number of units outstanding at end of year		—		2,000		—		—
Alliance Growth Portfolio (7/99)
Unit Value at beginning of year		1.057		1.057		1.048		1.048
Unit Value at end of year		0.908		0.908		0.897		0.897
Number of units outstanding at end of year		67,954		—		1,358,291		—
MFS Total Return Portfolio (7/99)
Unit Value at beginning of year		1.150		1.150		1.142		1.142
Unit Value at end of year		1.141		1.141		1.127		1.127
Number of units outstanding at end of year		53,295		—		812,897		—

A-14

Appendix A
Condensed Financial Information (2001)

THE TRAVELERS SEPARATE ACCOUNT FIVE FOR VARIABLE ANNUITIES (Continued)

	Year Ended December 31, 2001
	Standard				Optional
	3%		5%		3%		5%
Putnam Diversified Income Portfolio       (1/01)
Unit Value at beginning of year	$	1.000	$	1.000	$	1.000	$	1.000
Unit Value at end of year		1.032		1.032		1.020		1.020
Number of units outstanding at end of year		—		—		30,002		—
Smith Barney Aggressive Growth Portfolio       (10/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		0.949		0.949		0.946		0.946
Number of units outstanding at end of year		2,646		2,000		349,246		—
Smith Barney High Income Portfolio       (8/99)
Unit Value at beginning of year		0.918		0.918		0.912		0.912
Unit Value at end of year		0.877		0.877		0.866		0.866
Number of units outstanding at end of year		20,231		—		49,735		—
Smith Barney International All Cap Growth       Portfolio (12/99)
Unit Value at beginning of year		1.186		1.186		1.177		1.177
Unit Value at end of year		0.810		0.810		0.800		0.800
Number of units outstanding at end of year		3,291		—		275,427		—
Smith Barney Large Capitalization Growth       Portfolio (10/99)
Unit Value at beginning of year		1.045		1.045		1.037		1.037
Unit Value at end of year		0.907		0.907		0.896		0.896
Number of units outstanding at end of year		—		—		213,815		—
The Travelers Series Trust
Disciplined Mid Cap Stock Portfolio       (8/99)
Unit Value at beginning of year		1.310		1.310		1.301		1.301
Unit Value at end of year		1.247		1.247		1.233		1.233
Number of units outstanding at end of year		4,950		—		186,474		—
Equity Income Portfolio (7/99)
Unit Value at beginning of year		1.105		1.105		1.096		1.096
Unit Value at end of year		1.024		1.024		1.011		1.011
Number of units outstanding at end of year		109,815		—		838,058		—
Federated Stock Portfolio (11/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		1.002		1.002		0.990		0.990
Number of units outstanding at end of year		—		—		20,459		—
Large Cap Portfolio (7/99)
Unit Value at beginning of year		1.038		1.038		1.030		1.030
Unit Value at end of year		0.851		0.851		0.841		0.841
Number of units outstanding at end of year		96,848		—		1,375,102		—
Lazard International Stock Portfolio       (8/99)
Unit Value at beginning of year		1.049		1.049		1.041		1.041
Unit Value at end of year		0.768		0.768		0.759		0.759
Number of units outstanding at end of year		4,591		—		25,696		—

A-15

Appendix A
Condensed Financial Information (2001)

THE TRAVELERS SEPARATE ACCOUNT FIVE FOR VARIABLE ANNUITIES (Continued)

	Year Ended December 31, 2001
	Standard				Optional
	3%		5%		3%		5%
MFS Emerging Growth Portfolio       (5/01)
Unit Value at beginning of year	$	1.000	$	1.000	$	1.000	$	1.000
Unit Value at end of year		0.814		0.814		0.812		0.812
Number of units outstanding at end of year		—		2,000		—		—
MFS Mid Cap Growth Portfolio       (5/01)
Unit Value at beginning of year		1.739		1.739		1.726		1.726
Unit Value at end of year		1.317		1.317		1.301		1.301
Number of units outstanding at end of year		33,694		—		587,839		—
MFS Research Portfolio (6/00)
Unit Value at beginning of year		1.136		1.136		1.127		1.127
Unit Value at end of year		0.874		0.874		0.863		0.863
Number of units outstanding at end of year		—		—		7,875		—
Social Awareness Stock Portfolio       (7/99)
Unit Value at beginning of year		1.100		1.100		1.092		1.092
Unit Value at end of year		0.921		0.921		0.909		0.909
Number of units outstanding at end of year		14,167		—		159,905		—
Travelers Quality Bond Portfolio       (8/99)
Unit Value at beginning of year		1.063		1.063		1.055		1.055
Unit Value at end of year		1.130		1.130		1.116		1.116
Number of units outstanding at end of year		19,941		—		276,488		—
.25% Floor Charge
Unit Value at beginning of year		1.058		—		—
Unit Value at end of year		1.122		—		—		—
Number of units outstanding at end of year		—		—		—		—
.43% Floor Charge
Unit Value at beginning of year		1.055		—		—		—
Unit Value at end of year		1.117		—		—		—
Number of units outstanding at end of year		—		—		—		—
.33% Floor Charge
Unit Value at beginning of year		—		—		1.049		—
Unit Value at end of year		—		—		1.106		—
Number of units outstanding at end of year		—		—		—		—
.53% Floor Charge
Unit Value at beginning of year		—		—		1.045		—
Unit Value at end of year		—		—		1.100		—
Number of units outstanding at end of year		—		—		—		—
U.S. Government Securities Portfolio       (8/99)
Unit Value at beginning of year		1.099		1.099		1.091		1.091
Unit Value at end of year		1.154		1.154		1.140		1.140
Number of units outstanding at end of year		20,423		—		494,329		—
.25% Floor Charge
Unit Value at beginning of year		1.094		—		—		—
Unit Value at end of year		1.146		—		—		—
Number of units outstanding at end of year		—		—		—		—

A-16

Appendix A
Condensed Financial Information (2001)

THE TRAVELERS SEPARATE ACCOUNT FIVE FOR VARIABLE ANNUITIES (Continued)

	Year Ended December 31, 2001
	Standard				Optional
	3%		5%		3%		5%
.43% Floor Charge
Unit Value at beginning of year	$	1.091		—		—		—
Unit Value at end of year		1.140		—		—		—
Number of units outstanding at end of year		—		—		—		—
.33% Floor Charge
Unit Value at beginning of year		—		—	$	1.084		—
Unit Value at end of year		—		—		1.129		—
Number of units outstanding at end of year		—		—		—		—
.53% Floor Charge
Unit Value at beginning of year		—		—		1.080		—
Unit Value at end of year		—		—		1.123		—
Number of units outstanding at end of year		—		—		—		—
Utilities Portfolio (8/99)
Unit Value at beginning of year		1.183	$	1.183		1.174	$	1.174
Unit Value at end of year		0.903		0.903		0.893		0.893
Number of units outstanding at end of year		—		—		392,587		—
Van Kampen Life Investment Trust
Emerging Growth Portfolio (5/01)		—		—		—		—
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		0.817		0.817		0.815		0.815
Number of units outstanding at end of year		—		4,000		—		—
Enterprise Portfolio (5/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		0.911		0.911		0.909		0.909
Number of units outstanding at end of year		—		2,000		—		—
Variable Annuity Portfolios
Smith Barney Small Cap Growth       Opportunities Portfolio (5/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		0.949		0.949		0.946		0.946
Number of units outstanding at end of year		—		2,000		15,142		—
Variable Insurance Products Fund II
Assets Manager Portfolio—Service Class 2       (5/00)
Unit Value at beginning of year		0.949		0.949		0.947		0.947
Unit Value at end of year		0.900		0.900		0.894		0.894
Number of units outstanding at end of year		—		—		294,346		—
Contrafund Portfolio—Service Class 2       (5/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		0.950		0.950		0.947		0.947
Number of units outstanding at end of year		—		3,000		21,595		—

A-17

Appendix A
Condensed Financial Information (2001)

THE TRAVELERS SEPARATE ACCOUNT FIVE FOR VARIABLE ANNUITIES (Continued)

	Year Ended December 31, 2001
	Standard				Optional
	3%		5%		3%		5%
Variable Insurance Products Fund III
Dynamic Capital Appreciation Portfolio       (11/01)
Unit Value at beginning of year	$	1.000	$	1.000	$	1.000	$	1.000
Unit Value at end of year		0.846		0.846		0.844		0.844
Number of units outstanding at end of year		2,853		1,000		—		—
Mid Cap Portfolio (5/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		1.032		1.032		1.029		1.029
Number of units outstanding at end of year		—		2,000		32,298		—

The date next to each funding option’s name reflects the date money first came into the funding option through the Separate Account. The financial statements for Separate Account Five and the consolidated financial statements for The Travelers Insurance Company and subsidiaries are contained in the SAI. Those funding options not listed above were not available as of December 31, 2001.

†	No longer available to new contract owners.
††	Fund is closed.
(1)	Fund’s name has changed to AIM V.I. Premier Equity Fund.
(2)	In 2001, as a result of a merger, CitiStreet Diversified Bond Fund acquired all the assets and stated liabilities of American Odyssey Global High Yield Bond Fund and American Odyssey Intermediate Bond Fund.
(3)	In 2001, as a result of a merger, Investors Fund acquired all the assets and stated liabilities of The Travelers Series Trust: Strategic Stock Portfolio.

A-18

Appendix B
Condensed Financial Information

TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES (1999)(1)

AIR = Assumed Investment Rate
FC = Floor Benefit Charge
Standard = Standard Death Benefit
Optional = Optional Death Benefit

	Period from March 22* to December 31, 1999
	Standard				Optional				Standard 3% AIR				Optional 3% AIR
	3%AIR		5%AIR		3%AIR		5%AIR		.62FC		1.1%FC		.83%FC		1.40%FC
High Yield Bond Trust (5/99)
Unit Value at beginning of year	$	1.000	$	1.000	$	1.000	$	1.000		—		—		—		—
Unit Value at end of year		0.980		0.980		0.977		0.977		—		—		—		—
Number of units outstanding at end of       year		92,789		—		879,832		—		—		—		—		—
Managed Assets Trust (3/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.102		1.102		1.098		1.098		—		—		—		—
Number of units outstanding at end of       year		232,345		—		5,360,035		—		—		—		—		—
Money Market Portfolio (4/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.032		1.032		1.028		1.028		—		—		—		—
Number of units outstanding at end of       year		239,890		—		5,359,933		—		—		—		—		—
American Odyssey Funds, Inc.
Core Equity Fund (3/99)*
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		0.995		0.995		0.992		0.992		—		—		—		—
Number of units outstanding at end of       year		228,230		—		5,697,520		—		—		—		—		—
Emerging Opportunities Fund    (3/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.465		1.465		1.460		1.460		—		—		—		—
Number of units outstanding at end of       year		113,574		—		2,542,636		—		—		—		—		—
Global High-Yield Bond Fund       (3/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.070		1.070		1.066		1.066		—		—		—		—
Number of units outstanding at end of       year		48,457		—		1,363,227		—		—		—		—		—
Intermediate-Term Bond Fund       (3/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.005		1.005		1.002		1.002		—		—		—		—
Number of units outstanding at end of       year		187,387		—		2,889,162		—		—		—		—		—
International Equity Fund       (3/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.272		1.272		1.267		1.267		—		—		—		—
Number of units outstanding at end of       year		90,221		—		3,413,512		—		—		—		—		—

B-1

Appendix B
Condensed Financial Information

TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES (1999)(1) (Continued)

	Period from March 22 to December 31, 1999
	Standard				Optional				Standard 3% AIR				Optional 3% AIR
	3%AIR		5%AIR		3%AIR		5%AIR		.62FC		1.1%FC		.83%FC		1.40%FC
Long-Term Bond Fund       (3/99)
Unit Value at beginning of year	$	1.000	$	1.000	$	1.000	$	1.000		—		—		—		—
Unit Value at end of year		0.979		0.979		0.976		0.976		—		—		—		—
Number of units outstanding at end of       year		139,623		—		3,629,750		—		—		—		—		—
Delaware Group Premium    Fund
REIT Series (7/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		0.937		0.937		0.935		0.935		—		—		—		—
Number of units outstanding at end of       year		—		—		22,639		—		—		—		—		—
Small Cap Value Series       (4/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		0.991		0.991		0.988		0.988		—		—		—		—
Number of units outstanding at end of       year		—		—		184,589		—		—		—		—		—
Dreyfus Variable Investment    Fund
Capital Appreciation Portfolio       (3/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.081		1.081		1.077		1.077		—		—		—		—
Number of units outstanding at end of       year		244,529		—		2,447,252		—		—		—		—		—
Small Cap Portfolio (4/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.240		1.240		1.236		1.236		—		—		—		—
Number of units outstanding at end of       year		45,091		—		1,060,068		—		—		—		—		—
Greenwich Street Series Fund
Equity Index Portfolio II       (3/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000	$	1.000	$	1.000	$	1.000	$	1.000
Unit Value at end of year		1.133		1.133		1.129		1.129		1.127		1.123		1.122		1.117
Number of units outstanding at end of       year		207,054		—		5,953,238		—		—		—		—		—
The Montgomery Funds III
Montgomery Variable Series;       Growth Fund (3/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.208		1.208		1.204		1.204		—		—		—		—
Number of units outstanding at end of       year		16,056		—		573,739		—		—		—		—		—
OCC Accumulation Trust
Equity Portfolio (3/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		0.930		0.930		0.927		0.927		—		—		—		—
Number of units outstanding at end of       year		—		—		150,291		—		—		—		—		—

B-2

Appendix B
Condensed Financial Information

TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES (1999)(1) (Continued)

	Period from March 22 to December 31, 1999
	Standard				Optional				Standard 3% AIR				Optional 3% AIR
	3%AIR		5%AIR		3%AIR		5%AIR		.62FC		1.1%FC		.83%FC		1.40%FC
Salomon Brothers Variable Series    Funds, Inc.
Capital Fund (3/99)
Unit Value at beginning of year	$	1.000	$	1.000	$	1.000	$	1.000		—		—		—		—
Unit Value at end of year		1.222		1.222		1.218		1.218		—		—		—		—
Number of units outstanding at end of       year		13,279		—		1,398,956		—		—		—		—		—
Investors Fund (3/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.088		1.088		1.084		1.084		—		—		—		—
Number of units outstanding at end of       year		5,119		—		665,635		—		—		—		—		—
Total Return Fund (3/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.002		1.002		0.998		0.998		—		—		—		—
Number of units outstanding at end of       year		—		—		163,763		—		—		—		—		—
Strong Variable Insurance Funds,    Inc.
Strong Schafer Value Fund II       (7/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		0.877		0.877		0.875		0.875		—		—		—		—
Number of units outstanding at end of       year		6,351		—		114,839		—		—		—		—		—
Travelers Series Fund Inc.
Alliance Growth Portfolio       (3/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.303		1.303		1.298		1.298		—		—		—		—
Number of units outstanding at end of       year		274,568		—		4,867,877		—		—		—		—		—
MFS Total Return Portfolio       (4/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		0.994		0.994		0.991		0.991		—		—		—		—
Number of units outstanding at end of       year		56,338		—		822,665		—		—		—		—		—
Putnam Diversified Income       Portfolio (6/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.010		1.010		1.007		1.007		—		—		—		—
Number of units outstanding at end of       year		—		—		188,752		—		—		—		—		—
Smith Barney High Income       Portfolio (5/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.007		1.007		1.004		1.004		—		—		—		—
Number of units outstanding at end of       year		—		—		174,517		—		—		—		—		—

B-3

Appendix B
Condensed Financial Information

TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES (1999)(1) (Continued)

	Period from March 22 to December 31, 1999
	Standard				Optional				Standard 3% AIR				Optional 3% AIR
	3%AIR		5%AIR		3%AIR		5%AIR		.62FC		1.1%FC		.83%FC		1.40%FC
Smith Barney International Equity       Portfolio (3/99)
Unit Value at beginning of year	$	1.000	$	1.000	$	1.000	$	1.000		—		—		—		—
Unit Value at end of year		1.569		1.569		1.563		1.563		—		—		—		—
Number of units outstanding at end of       year		33,821		—		942,437		—		—		—		—		—
Smith Barney Large Capitalization       Growth Portfolio (3/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.132		1.132		1.132		1.128		—		—		—		—
Number of units outstanding at end of       year		100,647		—		2,808,440		—		—		—		—		—
The Travelers Series Trust
Disciplined Mid Cap Stock       Portfolio (6/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.132		1.132		1.129		1.129		—		—		—		—
Number of units outstanding at end of       year		—		—		131,236		—		—		—		—		—
Equity Income Portfolio       (3/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.021		1.021		1.017		1.017		—		—		—		—
Number of units outstanding at end of       year		216,322		—		2,462,986		—		—		—		—		—
Federated Stock Portfolio       (4/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		0.965		0.965		0.962		0.962		—		—		—		—
Number of units outstanding at end of       year		—		—		342,000		—		—		—		—		—
Large Cap Portfolio (3/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.224		1.224		1.219		1.219		—		—		—		—
Number of units outstanding at end of       year		247,021		—		2,827,437		—		—		—		—		—
Lazard International Stock       Portfolio (4/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.194		1.194		1.190		1.190		—		—		—		—
Number of units outstanding at end of       year		13,922		—		118,109		—		—		—		—		—
MFS Mid Cap Growth Portfolio       (5/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.603		1.603		1.598		1.598		—		—		—		—
Number of units outstanding at end of       year		22,378		—		519,757		—		—		—		—		—

B-4

Appendix B
Condensed Financial Information

TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES (1999(1)) (Continued)

	Period from March 22 to December 31, 1999
	Standard				Optional				Standard 3% AIR				Optional 3% AIR
	3%AIR		5%AIR		3%AIR		5%AIR		.62FC		1.1%FC		.83%FC		1.40%FC
MFS Research Portfolio       (3/99)
Unit Value at beginning of year	$	1.000	$	1.000	$	1.000	$	1.000		—		—		—		—
Unit Value at end of year		1.213		1.213		1.209		1.209		—		—		—		—
Number of units outstanding at end of       year		—		—		169,528		—		—		—		—		—
Social Awareness Portfolio       (3/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.115		1.115		1.111		1.111		—		—		—		—
Number of units outstanding at end of       year		204,232		—		1,692,027		—		—		—		—		—
Travelers Quality Bond Portfolio       (3/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000	$	1.000	$	1.000	$	1.000	$	1.000
Unit Value at end of year		1.002		1.002		0.998		0.998		1.000		0.999		0.996		0.994
Number of units outstanding at end of       year		30,445		—		1,489,904		—		—		—		—		—
U.S. Government Securities       Portfolio (3/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		1.000		1.000		1.000		1.000
Unit Value at end of year		0.968		0.968		0.965		0.965		0.966		0.965		0.962		0.961
Number of units outstanding at end of       year		81,239		—		1,134,380		—		—		—		—		—
Utilities Portfolio (5/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		0.959		0.959		0.956		0.956		—		—		—		—
Number of units outstanding at end of       year		52,624		—		426,556		—		—		—		—		—
Warburg Pincus Trust
Emerging Markets Portfolio       (5/99)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		1.506		1.506		1.502		1.502		—		—		—		—
Number of units outstanding at end of       year		54,662		—		563,587		—		—		—		—		—

(1) For this time period, “Number of units outstanding at end of year” may include annuity units.

B-5

Appendix B
Condensed Financial Information

THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES (2000)(2)

	Year Ended December 31, 2000
	Standard				Optional				Standard 3%				Optional 3%
	3%		5%		3%		5%		.62FC		1.1%FC		.83FC		1.40%FC
Capital Appreciation Fund    (5/00)
Unit Value at beginning of year	$	1.000	$	1.000	$	1.000	$	1.000
Unit Value at end of year		0.745		0.745		0.743		0.743		—		—		—		—
Number of units outstanding at end of       year		1,006,482		—		18,629,244		—		—		—		—		—
High Yield Bond Trust (5/99)
Unit Value at beginning of year		0.980		0.980		0.977		0.977		—		—		—		—
Unit Value at end of year		0.982		0.982		0.974		0.974		—		—		—		—
Number of units outstanding at end of       year		101,749		—		2,504,886		23,249		—		—		—		—
Managed Assets Trust (3/99)
Unit Value at beginning of year		1.102		1.102		1.098		1.098		—		—		—		—
Unit Value at end of year		1.076		1.076		1.067		1.067		—		—		—		—
Number of units outstanding at end of       year		913,007		—		17,098,984		—		—		—		—		—
Money Market Portfolio       (4/99)
Unit Value at beginning of year		1.032		1.032		1.028		1.028		—		—		—		—
Unit Value at end of year		1.087		1.087		1.078		1.078		—		—		—		—
Number of units outstanding at end of       year		700,403		—		12,443,637		—		—		—		—		—
American Odyssey Funds, Inc.
Core Equity Fund (3/99)
Unit Value at beginning of year		0.995		0.995		0.992		0.992		—		—		—		—
Unit Value at end of year		0.840		0.840		0.833		0.833		—		—		—		—
Number of units outstanding at end of       year		959,029		—		22,805,101		18,600		—		—		—		—
Emerging Opportunities Fund       (3/99)
Unit Value at beginning of year		1.465		1.465		1.460		1.460		—		—		—		—
Unit Value at end of year		1.600		1.600		1.587		1.587		—		—		—		—
Number of units outstanding at end of       year		462,418		—		9,235,726		7,256		—		—		—		—
Global High-Yield Bond Fund       (3/99)
Unit Value at beginning of year		1.070		1.070		1.066		1.066		—		—		—		—
Unit Value at end of year		1.021		1.021		1.012		1.012		—		—		—		—
Number of units outstanding at end of       year		160,574		1,616		4,237,855		—		—		—		—		—
Intermediate-Term Bond Fund       (3/99)
Unit Value at beginning of year		1.005		1.005		1.002		1.002		—		—		—		—
Unit Value at end of year		1.063		1.063		1.054		1.054		—		—		—		—
Number of units outstanding at end of       year		399,235		—		9,735,911		22,453		—		—		—		—
International Equity Fund       (3/99)*
Unit Value at beginning of year		1.272		1.272		1.267		1.267		—		—		—		—
Unit Value at end of year		1.160		1.160		1.151		1.151		—		—		—		—
Number of units outstanding at end of       year		474,746		—		12,244,917		9,004		—		—		—		—

B-6

Appendix B
Condensed Financial Information

THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES (2000)(2) (Continued)

	Year Ended December 31, 2000
	Standard				Optional				Standard 3%				Optional 3%
	3%		5%		3%		5%		.62FC		1.1%FC		.83FC		1.40%FC
Long-Term Bond Fund       (3/99)*
Unit Value at beginning of year	$	0.979	$	0.979	$	0.976	$	0.976		—		—		—		—
Unit Value at end of year		1.092		1.092		1.083		1.083		—		—		—		—
Number of units outstanding at end of       year		601,543		—		13,300,852		22,686		—		—		—		—
Delaware Group Premium Fund,    Inc.
REIT Series (7/99)
Unit Value at beginning of year		0.937		0.937		0.935		0.935		—		—		—		—
Unit Value at end of year		1.221		1.221		1.213		1.213		—		—		—		—
Number of units outstanding at end of       year		102,023		—		284,819		—		—		—		—		—
Small Cap Value Series       (4/99)
Unit Value at beginning of year		0.991		0.991		0.988		0.988		—		—		—		—
Unit Value at end of year		1.162		1.162		1.153		1.153		—		—		—		—
Number of units outstanding at end of       year		5,110		—		319,706		—		—		—		—		—
Dreyfus Variable Investment    Fund
Appreciation Portfolio       (3/99)(1)
Unit Value at beginning of year		1.081		1.081		1.077		1.077		—		—		—		—
Unit Value at end of year		1.065		1.065		1.057		1.057		—		—		—		—
Number of units outstanding at end of       year		311,873		—		4,996,243		—		—		—		—		—
Small Cap Portfolio (4/99)
Unit Value at beginning of year		1.240		1.240		1.236		1.236		—		—		—		—
Unit Value at end of year		1.394		1.394		1.383		1.383		—		—		—		—
Number of units outstanding at end of       year		305,761		—		5,489,701		—		—		—		—		—
Greenwich Street Series Fund
Equity Index Portfolio II       (3/99)
Unit Value at beginning of year		1.133		1.133		1.129		1.129	$	1.127	$	1.123	$	1.122	$	1.117
Unit Value at end of year		1.019		1.019		1.011		1.011		1.008		0.999		0.996		0.986
Number of units outstanding at end of       year		842,129		—		15,906,549		65,654		22,462		—		—		—
Janus Aspen Series
Worldwide Growth Portfolio —       Service Shares (5/00)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		0.801		0.801		0.799		0.799		—		—		—		—
Number of units outstanding at end of       year		424,750		—		8,681,668		—		—		—		—		—
The Montgomery Funds III
Montgomery Variable Series;       Growth Fund (3/99)
Unit Value at beginning of year		1.208		1.208		1.204		1.204		—		—		—		—
Unit Value at end of year		1.090		1.090		1.082		1.082		—		—		—		—
Number of units outstanding at end of       year		40,161		—		755,544		—		—		—		—		—

B-7

Appendix B
Condensed Financial Information

THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES (2000(2)) (Continued)

	Year Ended December 31, 2000
	Standard				Optional				Standard 3%				Optional 3%
	3%		5%		3%		5%		.62FC		1.1%FC		.83FC		1.40%FC
OCC Accumulation Trust
Equity Portfolio (6/99)
Unit Value at beginning of year	$	0.930	$	0.930	$	0.927	$	0.927		—		—		—		—
Unit Value at end of year		1.014		1.014		1.007		1.007		—		—		—		—
Number of units outstanding at end of       year		—		—		210,914		—		—		—		—		—
Salomon Brothers Variable Series    Funds, Inc.
Capital Fund (3/99)
Unit Value at beginning of year		1.222		1.222		1.218		1.218		—		—		—		—
Unit Value at end of year		1.433		1.433		1.422		1.422		—		—		—		—
Number of units outstanding at end of       year		70,934		—		3,944,667		37,311		—		—		—		—
Investors Fund (3/99)
Unit Value at beginning of year		1.088		1.088		1.084		1.084		—		—		—		—
Unit Value at end of year		1.244		1.244		1.234		1.234		—		—		—		—
Number of units outstanding at end of       year		20,655		—		1,626,667		—		—		—		—		—
Total Return Fund (3/99)
Unit Value at beginning of year		1.002		1.002		0.998		0.998		—		—		—		—
Unit Value at end of year		1.072		1.072		1.064		1.064		—		—		—		—
Number of units outstanding at end of       year		5,470		—		216,675		—		—		—		—		—
Strong Variable Insurance Funds,    Inc.
Strong Schafer Value Fund II       (7/99)
Unit Value at beginning of year		0.877		0.877		0.875		0.875		—		—		—		—
Unit Value at end of year		0.938		0.938		0.932		0.932		—		—		—		—
Number of units outstanding at end of       year		6,351		—		255,460		—		—		—		—		—
Travelers Series Fund, Inc.
Alliance Growth Portfolio       (3/99)
Unit Value at beginning of year		1.303		1.303		1.298		1.298		—		—		—		—
Unit Value at end of year		1.057		1.057		1.048		1.048		—		—		—		—
Number of units outstanding at end of       year		787,876		—		14,295,924		36,239		—		—		—		—
MFS Total Return Portfolio       (4/99)
Unit Value at beginning of year		0.994		0.994		0.991		0.991		—		—		—		—
Unit Value at end of year		1.150		1.150		1.142		1.142		—		—		—		—
Number of units outstanding at end of       year		177,102		—		3,061,099		—		—		—		—		—
Putnam Diversified Income       Portfolio (6/99)
Unit Value at beginning of year		1.010		1.010		1.007		1.007		—		—		—		—
Unit Value at end of year		0.998		0.998		0.991		0.991		—		—		—		—
Number of units outstanding at end of       year		—		—		316,519		—		—		—		—		—

B-8

Appendix B
Condensed Financial Information

THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES (2000)(2) (Continued)

	Year Ended December 31, 2000
	Standard				Optional				Standard 3%				Optional 3%
	3%		5%		3%		5%		.62FC		1.1%FC		.83FC		1.40%FC
Smith Barney High Income       Portfolio (5/99)
Unit Value at beginning of year	$	1.007	$	1.007	$	1.004	$	1.004		—		—		—		—
Unit Value at end of year		0.918		0.918		0.912		0.912		—		—		—		—
Number of units outstanding at end of       year		12,407		—		283,760		—		—		—		—		—
Smith Barney International Equity       Portfolio (3/99)
Unit Value at beginning of year		1.569		1.569		1.563		1.563		—		—		—		—
Unit Value at end of year		1.186		1.186		1.177		1.177		—		—		—		—
Number of units outstanding at end of       year		76,324		—		3,218,634		—		—		—		—		—
Smith Barney Large Capitalization       Growth Portfolio (3/99)
Unit Value at beginning of year		1.132		1.132		1.128		1.128		—		—		—		—
Unit Value at end of year		1.045		1.045		1.037		1.037		—		—		—		—
Number of units outstanding at end of       year		265,016		—		6,508,869		14,436		—		—		—		—
The Travelers Series Trust
Disciplined Mid Cap Stock       Portfolio (6/99)
Unit Value at beginning of year		1.132		1.132		1.129		1.129		—		—		—		—
Unit Value at end of year		1.310		1.310		1.301		1.301		—		—		—		—
Number of units outstanding at end of       year		87,378		—		1,801,861		—		—		—		—		—
Equity Income Portfolio       (3/99)
Unit Value at beginning of year		1.021		1.021		1.017		1.017		—		—		—		—
Unit Value at end of year		1.105		1.105		1.096		1.096		—		—		—		—
Number of units outstanding at end of       year		212,588		—		4,760,672		—		—		—		—		—
Federated Stock Portfolio       (4/99)
Unit Value at beginning of year		0.965		0.965		0.962		0.962		—		—		—		—
Unit Value at end of year		0.993		0.993		0.986		0.986		—		—		—		—
Number of units outstanding at end of       year		4,126		—		500,956		—		—		—		—		—
Large Cap Portfolio (3/99)
Unit Value at beginning of year		1.224		1.224		1.219		1.219		—		—		—		—
Unit Value at end of year		1.038		1.038		1.030		1.030		—		—		—		—
Number of units outstanding at end of       year		334,348		—		8,737,631		—		—		—		—		—
Lazard International Stock       Portfolio (4/99)
Unit Value at beginning of year		1.194		1.194		1.190		1.190		—		—		—		—
Unit Value at end of year		1.049		1.049		1.041		1.041		—		—		—		—
Number of units outstanding at end of       year		43,159		—		325,277		—		—		—		—		—

B-9

Appendix B
Condensed Financial Information

THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES (2000)(2) (Continued)

	Year Ended December 31, 2000
	Standard				Optional				Standard 3%				Optional 3%
	3%		5%		3%		5%		.62FC		1.1%FC		.83FC		1.40%FC
MFS Mid Cap Growth Portfolio       (5/99)
Unit Value at beginning of year	$	1.603	$	1.603	$	1.598	$	1.598		—		—		—		—
Unit Value at end of year		1.739		1.739		1.726		1.726		—		—		—		—
Number of units outstanding at end of       year		201,277		—		4,877,373		14,037		—		—		—		—
MFS Research Portfolio       (3/99)												—
Unit Value at beginning of year		1.213		1.213		1.209		1.209		—		—		—		—
Unit Value at end of year		1.136		1.136		1.127		1.127		—		—		—		—
Number of units outstanding at end of       year		80,150		—		1,184,412		—		—		—		—		—
Social Awareness Portfolio       (3/99)
Unit Value at beginning of year		1.115		1.115		1.111		1.111		—		—		—		—
Unit Value at end of year		1.100		1.100		1.092		1.092		—		—		—		—
Number of units outstanding at end of       year		338,770		—		3,740,424		—		—		—		—		—
Travelers Quality Bond Portfolio       (3/99)
Unit Value at beginning of year		1.002		1.002		0.998		0.998	$	1.000	$	0.999	$	0.996	$	0.994
Unit Value at end of year		1.063		1.063		1.055		1.055		1.058		1.055		1.049		1.045
Number of units outstanding at end of       year		89,190		—		2,776,420		22,724		—		—		—		—
U.S. Government Securities       Portfolio (3/99)
Unit Value at beginning of year		0.968		0.968		0.965		0.965		0.966		0.965		0.962		0.961
Unit Value at end of year		1.099		1.099		1.091		1.091		1.094		1.091		1.084		1.080
Number of units outstanding at end of       year		147,364		—		2,991,693		—		—		—		—		—
Utilities Portfolio (5/99)
Unit Value at beginning of year		0.959		0.959		0.956		0.956		—		—		—		—
Unit Value at end of year		1.183		1.183		1.174		1.174		—		—		—		—
Number of units outstanding at end of       year		136,065		—		2,495,494		—		—		—		—		—
Variable Insurance Products Fund II    (Fidelity)
Asset Manager Portfolio—       Service Shares (6/00)
Unit Value at beginning of year		1.000		1.000		1.000		1.000		—		—		—		—
Unit Value at end of year		0.949		0.949		0.947		0.947		—		—		—		—
Number of units outstanding at end of       year		133,640		—		1,309,194		—		—		—		—		—
Warburg Pincus Trust
Emerging Markets Portfolio       (5/99)
Unit Value at beginning of year		1.506		1.506		1.502		1.502
Unit Value at end of year		1.022		1.022		1.015		1.015
Number of units outstanding at end of       year		71,391		—		1,387,952		—

The date next to each funding option’s name reflects the date money first came into the funding option through the Separate Account. The financial statements for Separate Account Five and the financial statements for The Travelers Life and Annuity Company are contained in the SAI. Funding options not listed above had no amounts allocated to them or were not available as of December 31, 2000.

(1)	Formerly Capital Appreciation Portfolio.
(2)	For this time period, “Number of units outstanding at end of year may include annuity units.

B-10

Appendix B
Condensed Financial Information

   THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES (2001)

	Year Ended December 31, 2001
	Standard				Optional
	3%		5%		3%		5%
Capital Appreciation Fund (5/00)
Unit Value at beginning of year	$	0.745	$	0.745	$	0.743	$	0.743
Unit Value at end of year		0.547		0.547		0.542		0.542
Number of units outstanding at end of year		1,046,590		—		23,468,703		—
High Yield Bond Trust (9/99)
Unit Value at beginning of year		0.982		0.982		0.974		0.974
Unit Value at end of year		1.067		1.067		1.054		1.054
Number of units outstanding at end of year		310,731		—		3,091,009		---
Managed Assets Trust (6/99)
Unit Value at beginning of year		1.076		1.076		1.067		1.067
Unit Value at end of year		1.013		1.013		1.000		1.000
Number of units outstanding at end of year		1,174,637		—		18,901,459		—
Money Market Portfolio (9/99)
Unit Value at beginning of year		1.087		1.087		1.078		1.078
Unit Value at end of year		1.119		1.119		1.105		1.105
Number of units outstanding at end of year		990,283		—		16,519,465		---
AIM Variable Insurance Funds, Inc.
AIM V.I. Value Fund (7/01) (1)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		0.888		0.888		0.886		0.886
Number of units outstanding at end of year		—		—		102,789		—
CitiStreet Funds, Inc.
CitiStreet Large Company Stock Fund       (9/99)
Unit Value at beginning of year		0.840		0.840		0.833		0.833
Unit Value at end of year		0.702		0.702		0.693		0.693
Number of units outstanding at end of year		2,080,499		—		42,480,505		---
CitiStreet Small Company Stock Fund       (9/99)
Unit Value at beginning of year		1.600		1.600		1.587		1.587
Unit Value at end of year		1.612		1.612		1.592		1.592
Number of units outstanding at end of year		542,731		—		10,561,096		---
CitiStreet International Stock Fund (7/99)
Unit Value at beginning of year		1.160		1.160		1.151		1.151
Unit Value at end of year		0.904		0.904		0.893		0.893
Number of units outstanding at end of year		1,238,124		—		24,386,543		---
CitiStreet Diversified Bond Fund (9/99) (2)
Unit Value at beginning of year		1.092		1.092		1.083		1.083
Unit Value at end of year		1.157		1.157		1.143		1.143
Number of units outstanding at end of year		2,079,537		—		41,752,556		---
Credit Suisse Trust
Emerging Markets Portfolio (10/99)
Unit Value at beginning of year		1.022		1.022		1.015		1.015
Unit Value at end of year		0.916		0.916		0.906		0.906
Number of units outstanding at end of year		54,765		—		1,261,395		—

B-11

Appendix B
Condensed Financial Information

THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES (2001) (Continued)

	Year Ended December 31, 2001
	Standard				Optional
	3%		5%		3%		5%
Delaware Group Premium Fund, Inc.
REIT Series (9/00)
Unit Value at beginning of year	$	1.221	$	1.221	$	1.213	$	1.213
Unit Value at end of year		1.318		1.318		1.303		1.303
Number of units outstanding at end of year		128,487		---		568,575		---
Small Cap Value Series (10/99)
Unit Value at beginning of year		1.162		1.162		1.153		1.153
Unit Value at end of year		1.289		1.289		1.274		1.274
Number of units outstanding at end of year		13,467		—		1,023,318		—
Dreyfus Variable Investment Fund
Appreciation Portfolio (7/99)
Unit Value at beginning of year		1.065		1.065		1.057		1.057
Unit Value at end of year		0.958		0.958		0.946		0.946
Number of units outstanding at end of year		392,717		—		5,446,028		—
Small Cap Portfolio (10/99)
Unit Value at beginning of year		1.394		1.394		1.383		1.383
Unit Value at end of year		1.298		1.298		1.282		1.282
Number of units outstanding at end of year		388,047		—		7,164,578		—
Greenwich Street Series Fund
Appreciation Portfolio (8/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		0.943		0.943		0.941		0.941
Number of units outstanding at end of year		14,712		—		159,167		—
Equity Index Portfolio II (7/99)
Unit Value at beginning of year		1.019		1.019		1.011		1.011
Unit Value at end of year		0.886		0.886		0.875		0.875
Number of units outstanding at end of year		1,055,806		—		18,816,200		---
.62% Floor Charge
Unit Value at beginning of year		1.008		—		—		—
Unit Value at end of year		0.871		—		—		—
Number of units outstanding at end of year		---		—		—		—
1.10% Floor Charge
Unit Value at beginning of year		0.999		—		—		—
Unit Value at end of year		0.859		—		—		—
Number of units outstanding at end of year		—		—		—		—
.83% Floor Charge
Unit Value at beginning of year		—		—		0.996		—
Unit Value at end of year		—		—		0.855		—
Number of units outstanding at end of year		—		—		—		—
1.40% Floor Charge
Unit Value at beginning of year		—		—		0.986		—
Unit Value at end of year		—		—		0.841		—
Number of units outstanding at end of year		—		—		—		—

B-12

Appendix B
Condensed Financial Information

THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES (2001) (Continued)

	Year Ended December 31, 2001
	Standard				Optional
	3%		5%		3%		5%
Fundamental Value Portfolio (5/01)
Unit Value at beginning of year	$	1.000	$	1.000	$	1.000	$	1.000
Unit Value at end of year		0.924		0.924		0.921		0.921
Number of units outstanding at end of year		106,535		—		2,671,191		—
Janus Aspen Series
Aggressive Growth Portfolio (8/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		0.772		0.772		0.770		0.770
Number of units outstanding at end of year		—		—		76,227		—
Balanced Portfolio (5/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		0.962		0.962		0.960		0.960
Number of units outstanding at end of year		—		—		288,529		—
Worldwide Growth Portfolio (5/00)
Unit Value at beginning of year		0.801		0.801		0.799		0.799
Unit Value at end of year		0.615		0.615		0.610		0.610
Number of units outstanding at end of year		441,531		—		10,487,343		—
PIMCO Variable Insurance Trust
Total Return Bond Portfolio (6/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		1.057		1.057		1.054		1.054
Number of units outstanding at end of year		42,621		—		218,805		—
Putnam Variable Trust
Putnam VT International Growth Fund       (5/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		0.861		0.861		0.858		0.858
Number of units outstanding at end of year		36,530		—		98,472		—
Putnam VT Small Cap Value Fund       (6/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		1.093		1.093		1.090		1.090
Number of units outstanding at end of year		1,734		—		389,214		—
Putnam VT Voyager II Fund (12/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		0.808		0.808		0.806		0.806
Number of units outstanding at end of year		—		—		417		—
The Montgomery Funds III
Montgomery Variable Series; Growth Fund       (10/99)†
Unit Value at beginning of year		1.090		1.090		1.082		1.082
Unit Value at end of year		0.857		0.857		0.846		0.846
Number of units outstanding at end of year		39,052		—		618,303		—

B-13

Appendix B
Condensed Financial Information

THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES (2001) (Continued)

	Year Ended December 31, 2001
	Standard				Optional
	3%		5%		3%		5%
OCC Accumulation Trust
Equity Portfolio (1/00)†
Unit Value at beginning of year	$	1.014	$	1.014	$	1.007	$	1.007
Unit Value at end of year		0.935		0.935		0.924		0.924
Number of units outstanding at end of year		—		—		366,281		—
Salomon Brothers Variable Series Funds,    Inc.
Capital Fund (4/00)
Unit Value at beginning of year		1.433		1.433		1.422		1.422
Unit Value at end of year		1.449		1.449		1.431		1.431
Number of units outstanding at end of year		172,311		—		6,509,734		—
Investors Fund (10/99) (3)
Unit Value at beginning of year		1.244		1.244		1.234		1.234
Unit Value at end of year		1.183		1.183		1.168		1.168
Number of units outstanding at end of year		102,276		—		3,125,888		—
Small Cap Growth Fund (6/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		0.974		0.974		0.971		0.971
Number of units outstanding at end of year		997		—		121,505		—
Total Return Fund (9/00)
Unit Value at beginning of year		1.072		1.072		1.064		1.064
Unit Value at end of year		1.055		1.055		1.042		1.042
Number of units outstanding at end of year		7,423		—		328,271		—
Smith Barney Investment Series
Smith Barney Large Cap Core Portfolio       (5/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		0.897		0.897		0.895		0.895
Number of units outstanding at end of year		20,096		—		66,387		—
Smith Barney Premier Selections All Cap       Growth Portfolio (6/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		0.898		0.898		0.895		0.895
Number of units outstanding at end of year		—		—		5,930		—

B-14

Appendix B
Condensed Financial Information

THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES (2001) (Continued)

	Year Ended December 31, 2001
	Standard				Optional
	3%		5%		3%		5%
Strong Variable Insurance Funds, Inc.
Strong Multi Cap Value Fund II       (3/00)
Unit Value at beginning of year	$	0.938	$	0.938	$	0.932	$	0.932
Unit Value at end of year		0.969		0.969		0.958		0.958
Number of units outstanding at end of year		6,351		—		487,142		—
Travelers Series Fund, Inc.
Alliance Growth Portfolio (7/99)
Unit Value at beginning of year		1.057		1.057		1.048		1.048
Unit Value at end of year		0.908		0.908		0.897		0.897
Number of units outstanding at end of year		1,010,436		—		15,443,471		33,549
MFS Total Return Portfolio (7/99)
Unit Value at beginning of year		1.150		1.150		1.142		1.142
Unit Value at end of year		1.141		1.141		1.127		1.127
Number of units outstanding at end of year		458,197		—		6,827,545		—
Putnam Diversified Income Portfolio
Unit Value at beginning of year		0.998		0.998		0.991		0.991
Unit Value at end of year		1.032		1.032		1.020		1.020
Number of units outstanding at end of year		17,469		—		471,935		—
Smith Barney Aggressive Growth Portfolio       (5/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		0.949		0.949		0.946		0.946
Number of units outstanding at end of year		148,073		—		3,242,797		—
Smith Barney High Income Portfolio       (8/99)
Unit Value at beginning of year		0.918		0.918		0.912		0.912
Unit Value at end of year		0.877		0.877		0.866		0.866
Number of units outstanding at end of year		26,499		—		326,039		—
Smith Barney International All Cap Growth       Portfolio (12/99)
Unit Value at beginning of year		1.186		1.186		1.177		1.177
Unit Value at end of year		0.810		0.810		0.800		0.800
Number of units outstanding at end of year		202,204		—		3,135,295		—
Smith Barney Large Capitalization Growth       Portfolio (10/99)
Unit Value at beginning of year		1.045		1.045		1.037		1.037
Unit Value at end of year		0.907		0.907		0.896		0.896
Number of units outstanding at end of year		323,325		—		6,815,572		---
The Travelers Series Trust
Disciplined Mid Cap Stock Portfolio       (8/99)
Unit Value at beginning of year		1.310		1.310		1.301		1.301
Unit Value at end of year		1.247		1.247		1.233		1.233
Number of units outstanding at end of year		156,409		—		3,115,340		—

B-15

Appendix B
Condensed Financial Information

THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES (2001) (Continued)

	Year Ended December 31, 2001
	Standard				Optional
	3%		5%		3%		5%
Equity Income Portfolio (7/99)
Unit Value at beginning of year	$	1.105	$	1.105	$	1.096	$	1.096
Unit Value at end of year		1.024		1.024		1.011		1.011
Number of units outstanding at end of year		342,935		—		6,878,161		—
Federated Stock Portfolio (4/99)
Unit Value at beginning of year		0.993		0.993		0.986		0.986
Unit Value at end of year		1.002		1.002		0.990		0.990
Number of units outstanding at end of year		24,072		—		750,119		—
Large Cap Portfolio (7/99)
Unit Value at beginning of year		1.038		1.038		1.030		1.030
Unit Value at end of year		0.851		0.851		0.841		0.841
Number of units outstanding at end of year		409,069		—		9,336,726		—
Lazard International Stock Portfolio    (8/99)
Unit Value at beginning of year		1.049		1.049		1.041		1.041
Unit Value at end of year		0.768		0.768		0.759		0.759
Number of units outstanding at end of year		43,073		—		357,698		—
MFS Emerging Growth Portfolio (5/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		0.814		0.814		0.812		0.812
Number of units outstanding at end of year		—		—		10,322		—
MFS Mid Cap Growth Portfolio (10/99)
Unit Value at beginning of year		1.739		1.739		1.726		1.726
Unit Value at end of year		1.317		1.317		1.301		1.301
Number of units outstanding at end of year		238,188		—		5,526,623		---
MFS Research Portfolio (6/00)
Unit Value at beginning of year		1.136		1.136		1.127		1.127
Unit Value at end of year		0.874		0.874		0.863		0.863
Number of units outstanding at end of year		17,029		—		1,244,517		—
Social Awareness Stock Portfolio    (7/99)
Unit Value at beginning of year		1.100		1.100		1.092		1.092
Unit Value at end of year		0.921		0.921		0.909		0.909
Number of units outstanding at end of year		252,885		—		4,662,446		—
Travelers Quality Bond Portfolio (8/99)
Unit Value at beginning of year		1.063		1.063		1.055		1.055
Unit Value at end of year		1.130		1.130		1.116		1.116
Number of units outstanding at end of year		229,303		—		4,993,526		---
.25% Floor Charge
Unit Value at beginning of year		1.058		—		—		—
Unit Value at end of year		1.122		—		—		—
Number of units outstanding at end of year		—		—		—		—
.43% Floor Charge
Unit Value at beginning of year		1.055		—		—		—
Unit Value at end of year		1.117		—		—		—
Number of units outstanding at end of year		—		—		—		—

B-16

Appendix B
Condensed Financial Information

THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES (2001) (Continued)

	Year Ended December 31, 2001
	Standard				Optional
	3%		5%		3%		5%
.33% Floor Charge
Unit Value at beginning of year		—		—	$	1.049		—
Unit Value at end of year		—		—		1.106		—
Number of units outstanding at end of year		—		—		—		—
.53% Floor Charge
Unit Value at beginning of year		—		—		1.045		—
Unit Value at end of year		—		—		1.100		—
Number of units outstanding at end of year		—		—		—		—
U.S. Government Securities Portfolio (8/99)
Unit Value at beginning of year	$	1.099	$	1.099		1.091	$	1.091
Unit Value at end of year		1.154		1.154		1.140		1.140
Number of units outstanding at end of year		328,007		—		5,799,178		—
.25% Floor Charge
Unit Value at beginning of year		1.094		—		—		—
Unit Value at end of year		1.146		—		—		—
Number of units outstanding at end of year		—		—		—		—
.43% Floor Charge
Unit Value at beginning of year		1.091		—		—		—
Unit Value at end of year		1.140		—		—		—
Number of units outstanding at end of year		—		—		—		—
.33% Floor Charge
Unit Value at beginning of year		—		—		1.084		—
Unit Value at end of year		—		—		1.129		—
Number of units outstanding at end of year		—		—		—		—
.53% Floor Charge
Unit Value at beginning of year		—		—		1.080		—
Unit Value at end of year		—		—		1.123		—
Number of units outstanding at end of year		—		—		—		—
Utilities Portfolio (8/99)
Unit Value at beginning of year		1.183		1.183		1.174		1.174
Unit Value at end of year		0.903		0.903		0.893		0.893
Number of units outstanding at end of year		175,971		—		3,330,826		—
Van Kampen Life Investment Trust
Enterprise Portfolio (10/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		0.911		0.911		0.909		0.909
Number of units outstanding at end of year		—		—		4,883		—
Variable Annuity Portfolios
Smith Barney Small Cap Growth Opportunities Portfolio       (5/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		0.949		0.949		0.946		0.946
Number of units outstanding at end of year		—		—		25,573		—

B-17

Appendix B
Condensed Financial Information

THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES (2001) (Continued)

	Year Ended December 31, 2001
	Standard				Optional
	3%		5%		3%		5%
Variable Insurance Products Fund II
Assets Manager Portfolio — Service Class 2       (5/00)
Unit Value at beginning of year	$	0.949	$	0.949	$	0.947	$	0.947
Unit Value at end of year		0.900		0.900		0.894		0.894
Number of units outstanding at end of year		178,530		—		1,913,594		—
Contrafund Portfolio — Service Class 2 (9/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		0.950		0.950		0.947		0.947
Number of units outstanding at end of year		—		—		73,969		—
Variable Insurance Products Fund III
Dynamic Capital Appreciation Portfolio (5/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		0.846		0.846		0.844		0.844
Number of units outstanding at end of year		—		—		—		—
Mid Cap Portfolio (7/01)
Unit Value at beginning of year		1.000		1.000		1.000		1.000
Unit Value at end of year		1.032		1.032		1.029		1.029
Number of units outstanding at end of year		—		—		115,071		—

The date next to each funding option’s name reflects the date money first came into the funding option through the Separate Account. The financial statements for Separate Account Six and the financial statements for The Travelers Life and Annuity Company are contained in the SAI. Funding options not listed above had no amounts allocated to them or were not available as of December 31, 2001.

(1)	Fund’s name has changed to AIM V.I. Premier Equity Fund.
(2)	In 2001, as a result of a merger, CitiStreet Diversified Bond Fund acquired all the assets and stated liabilities of American Odyssey Global High Yield Bond Fund and American Odyssey Intermediate Bond Fund.
(3)	In 2001, as a result of a merger, Investors Fund acquired all the assets and stated liabilities of the The Travelers Series Trust Strategic Stock Portfolio.

B-18

APPENDIX C

WAIVER OF WITHDRAWAL CHARGE FOR NURSING HOME CONFINEMENT
Not available under Section 457 Plans
Not available if owner is age 71 or older on the contract date.
Please refer to your Contract for state variations of this waiver.

If, after the first contract year and before the maturity date, the annuitant begins confinement in an eligible nursing home, you may surrender or make withdrawal, subject to the maximum withdrawal amount described below, without incurring a withdrawal charge. In order for the Company to waive the withdrawal charge, the withdrawal must be made during continued confinement in an eligible nursing home after the qualifying period has been satisfied, or within sixty (60) days after such confinement ends. The qualifying period is confinement in an eligible nursing home for ninety (90) consecutive days. We will require proof of confinement in a form satisfactory to us, which may include certification by a licensed physician that such confinement is medically necessary.

An eligible nursing home is defined as an institution or special nursing unit of a hospital which:

(a)	is Medicare approved as a provider of skilled nursing care services; and
(b)	is not, other than in name only, an acute care hospital, a home for the aged, a retirement home, a rest home, a community living center, or a place mainly for the treatment of alcoholism, mental illness or drug abuse.

OR

Meets all of the following standards:

(a)	is licensed as a nursing care facility by the state in which it is licensed;
(b)	is either a freestanding facility or a distinct part of another facility such as a ward, wing, unit or swing-bed of a hospital or other facility;
(c)	provides nursing care to individuals who are not able to care for themselves and who require nursing care;
(d)	provides, as a primary function, nursing care and room and board; and charges for these services;
(e)	provides care under the supervision of a licensed physician, registered nurse (RN) or licensed practical nurse (LPN);
(f)	may provide care by a licensed physical, respiratory, occupational or speech therapist; and
(g)	is not, other than in name only, an acute care hospital, a home for the aged, a retirement home, a rest home, a community living center, or a place mainly for the treatment of alcoholism, mental illness or drug abuse.

Filing a claim: You must provide the Company with written notice of a claim during continued confinement after the 90-day qualifying period, or within sixty days after such confinement ends.

The maximum withdrawal amount for which we will waive the withdrawal charge is the contract value on the next valuation date following written proof of claim, less any purchase payments made within a one-year period before confinement in an eligible nursing home begins, less any purchase payments made on or after the annuitant’s 71st birthday.

We will pay any withdrawal requested under the scope of this waiver as soon as we receive proper written proof of your claim, and we will pay the withdrawal in a lump sum. You should consult with your personal tax adviser regarding the tax impact of any withdrawals taken from your Contract.

C-1

APPENDIX D

MARKET VALUE ADJUSTMENT

If you have selected any period certain option, you may elect to surrender a payment equal to a portion of the present value of the remaining period certain payments any time after the first contract year. There is a surrender charge of 5% of the amount withdrawn under this option.

For fixed annuity payments, we calculate the present value of the remaining period certain payments using a current interest rate. The current interest rate is the then current annual rate of return offered by Us on a new Fixed Annuity Period Certain Only annuitizations for the amount of time remaining in the certain period. If the period of time remaining is less that the minimum length of time for which we offer a new Fixed Annuity Period Certain Only annuitization, then the interest rate will be the rate of return for that minimum length of time.

The formula for calculating the Present Value is as follows:

n

Present Value = (sum) [Payments X (1/1 + iC)t/365

s = 1

Where

iC = the interest rate described above

n = the number of payments remaining in the contract owner’s certain period at the time of request for this benefit

t = number of days remaining until that payment is made, adjusting for leap years.

If you request a percentage of the total amount available, then the remaining period certain payments will be reduced by that percentage for the remainder of the certain period. After the certain period expires, any remaining payments, if applicable, will increase to the level they would have been had no liquidation taken place.

ILLUSTRATION :

Amount Annuitized	$12,589.80
Annuity Option	Life with 10 year certain period
Annuity Payments	$1,000 Annually – first payment immediately

For the purposes of illustration, assume after two years (immediately preceding the third payment), you choose to receive full liquidity, and the current rate of return which we are then crediting for 8 year fixed Period Certain Only Annuitizations is 4.00%. The total amount available for liquidity is calculated as follows:

1000 + (1000/1.04) + (1000/1.04)^2 + (1000/1.04)^3 + (1000/1.04)^4 + (1000/1.04)^5
+ (1000/1.04)^6 + (1000/1.04)^7 = $7002.06

The surrender penalty is calculated as 5% of $7,002.06, or $350.10.

The net result to you after subtraction of the surrender penalty of $350.10 would be $6,651.96.

You would receive no more payments for 8 years. After 8 years, if you are still living, you will receive $1,000 annually until your death.

D-1

APPENDIX E

CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

The Statement of Additional Information contains more specific information and financial statements relating to The Travelers Insurance Company or The Travelers Life and Annuity Company. A list of the contents of the Statement of Additional Information is set forth below:

The Insurance Company
Principal Underwriter
Distribution and Principal Underwriting Agreement
Valuation of Assets
Performance Information
Federal Tax Considerations
Independent Accountants
Financial Statements

Copies of the Statement of Additional Information dated May 1, 2002 are available without charge. To request a copy, please clip this coupon on the dotted line above, enter your name and address in the spaces provided below, and mail to: The Travelers Insurance Company, Annuity Investor Services, One Tower Square, Hartford, Connecticut 06183. The Travelers Insurance Company Statement of Additional Information is printed on Form L-21256S, and The Travelers Life and Annuity Statement of Additional Information is printed on Form L-21257S.

Name:

Address:

E-1

L-21256 May 1, 2002

                          TRAVELERS RETIREMENT ACCOUNT
                                VARIABLE ANNUITY


                       STATEMENT OF ADDITIONAL INFORMATION

                                      dated

                                   May 1, 2002

                                       for

                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                                    ISSUED BY

                     THE TRAVELERS LIFE AND ANNUITY COMPANY

This Statement of Additional Information ("SAI") is not a prospectus but relates
to,  and should be read in  conjunction  with,  the  Variable  Annuity  Contract
Prospectus  dated May 1,  2002.  A copy of the  Prospectus  may be  obtained  by
writing to The Travelers Life and Annuity Company,  Annuity Services,  One Tower
Square,  Hartford,  Connecticut  06183-8036,  or by calling (800) 842-9406 or by
accessing    the    Securities    and   Exchange    Commission's    website   at
http://www.sec.gov.


                                TABLE OF CONTENTS

THE INSURANCE COMPANY .......................................         2

PRINCIPAL UNDERWRITER .......................................         2

DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT ...........         2

VALUATION OF ASSETS .........................................         2

PERFORMANCE INFORMATION .....................................         3

FEDERAL TAX CONSIDERATIONS ..................................         10

INDEPENDENT ACCOUNTANTS .....................................         13

FINANCIAL STATEMENTS ........................................



                                       1



                              THE INSURANCE COMPANY

     The Travelers Life and Annuity Company (the "Company") is a stock insurance
company  chartered  in 1973  in  Connecticut  and  continuously  engaged  in the
insurance  business  since that time.  The Company is licensed to conduct a life
insurance business in all states, (except New York) and the District of Columbia
and Puerto  Rico.  The  Company's  Home  Office is  located at One Tower  Square
Hartford, Connecticut 06183 and its telephone number is (860) 277-0111.

     The  Company  is a  wholly  owned  subsidiary  of The  Travelers  Insurance
Company,  which is an  indirect,  wholly  owned  subsidiary  of  Citigroup  Inc.
("Citigroup"),  a diversified  global  financial  services holding company whose
businesses provide a broad range of financial services to consumer and corporate
customers  around the world.  Citigroup's  activities are conducted  through the
Global Consumer,  Global  Corporate,  Global  Investment  Management and Private
Banking, and Investment Activities.

STATE REGULATION. The Company is subject to the laws of the state of Connecticut
governing insurance companies and to regulation by the Insurance Commissioner of
the state of Connecticut (the "Commissioner").  An annual statement covering the
operations  of the  Company for the  preceding  year,  as well as its  financial
conditions as of December 31 of such year,  must be filed with the  Commissioner
in a prescribed  format on or before March 1 of each year.  The Company's  books
and  assets are  subject to review or  examination  by the  Commissioner  or his
agents at all times,  and a full  examination  of its operations is conducted at
least once every four years.

     The Company is also subject to the insurance  laws and  regulations  of all
other  states  in  which it is  licensed  to  operate.  However,  the  insurance
departments of each of these states  generally  apply the laws of the home state
(jurisdiction of domicile) in determining the field of permissible investments.

THE SEPARATE  ACCOUNT.  Separate  Account Six meets the definition of a separate
account under the federal  securities  laws, and will comply with the provisions
of the 1940 Act.  Additionally,  the  operations  of  Separate  Account  Six are
subject to the provisions of Section 38a-433 of the Connecticut General Statutes
which authorizes the Commissioner to adopt regulations under it. Section 38a-433
contains no  restrictions on the  investments of the Separate  Account,  and the
Commissioner  has  adopted no  regulations  under the  Section  that  affect the
Separate Account.

                              PRINCIPAL UNDERWRITER

     Travelers  Distribution LLC ("TDLLC")  serves as principal  underwriter for
Separate  Account Six and the  Contracts.  The offering is  continuous.  TDLLC's
principal  executive  offices  are  located  at  One  Tower  Square,   Hartford,
Connecticut. TDLLC is affiliated with the Company and Separate Account Six.

                DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT

     Under the terms of the  Distribution and Principal  Underwriting  Agreement
among Separate  Account Six, TDLLC and the Company,  TDLLC acts as agent for the
distribution  of the Contracts and as principal  underwriter  for the Contracts.
The Company  reimburses TDLLC for certain sales and overhead expenses  connected
with sales

                               VALUATION OF ASSETS

FUNDING OPTIONS: The value of the assets of each Funding Option is determined at
4:00 p.m. Eastern time on each business day, unless we need to close earlier due
to an emergency.  A business day is any day the New York Stock Exchange is open.
It is expected  that the Exchange will be closed on Saturdays and Sundays and on
the  observed  holidays  of  New  Year's  Day,  Martin  Luther  King,  Jr.  Day,
President's  Day,  Good  Friday,  Memorial  Day,  Independence  Day,  Labor Day,
Thanksgiving  Day  and  Christmas  Day.  Each  security  traded  on  a  national
securities  exchange is valued at the last  reported  sale price on the business
day.  If there has been no sale on that day,  then the value of the  security is
taken to be the mean  between the  reported bid and asked prices on the business
day or on the basis of quotations  received from a reputable broker or any other
recognized source.


                                       2


     Any  security  not  traded  on a  securities  exchange  but  traded  in the
over-the-counter-market and for which market quotations are readily available is
valued at the mean  between the quoted bid and asked  prices on the business day
or on the basis of  quotations  received  from a  reputable  broker or any other
recognized source.

     Securities traded on the over-the-counter-market and listed securities with
no reported sales are valued at the mean between the last reported bid and asked
prices or on the basis of quotations  received from a reputable  broker or other
recognized source.

     Short-term  investments  for which a quoted  market price is available  are
valued at market.  Short-term  investments  maturing in more than sixty days for
which there is no reliable quoted market price are valued by "marking to market"
(computing  a market  value based upon  quotations  from  dealers or issuers for
securities of a similar type,  quality and maturity.)  "Marking to market" takes
into account unrealized  appreciation or depreciation due to changes in interest
rates or other  factors  which would  influence  the current fair values of such
securities.  Short-term  investments  maturing  in sixty  days or less for which
there is no reliable  quoted  market  price are valued at  amortized  cost which
approximates market.

THE CONTRACT  VALUE:  The value of an  accumulation  unit on any business day is
determined by  multiplying  the value on the  preceding  business day by the net
investment factor for the valuation period just ended. The net investment factor
is used to measure  the  investment  performance  of a Funding  Option  from one
valuation period to the next. The net investment factor for a Funding Option for
any  valuation  period is equal to the sum of 1.000000  plus the net  investment
rate (the gross  investment rate less any applicable  Funding Option  deductions
during the  valuation  period  relating to the mortality and expense risk charge
and the administrative  expense charge).  The gross investment rate of a Funding
Option is equal to (a) minus (b), divided by (c) where:

     (a) =  investment income plus capital gains and losses (whether realized or
            unrealized);

     (b) =  any deduction for applicable taxes (presently zero); and

     (c) =  the value of the assets of the funding  option at the  beginning  of
            the valuation period.

     The gross  investment  rate may be either  positive or negative.  A Funding
Option's  investment  income includes any  distribution  whose  ex-dividend date
occurs during the valuation period.

ACCUMULATION  UNIT VALUE.  The value of the  accumulation  unit for each Funding
Option was initially  established at $1.00. The value of an accumulation unit on
any  business  day is  determined  by  multiplying  the  value on the  preceding
business day by the net investment  factor for the valuation  period just ended.
The net  investment  factor is calculated for each Funding Option and takes into
account  the  investment  performance,  expenses  and the  deduction  of certain
expenses.

ANNUITY UNIT VALUE.  The initial  Annuity Unit Value  applicable to each Funding
Option was established at $1.00. An annuity unit value as of any business day is
equal to (a) the  value  of the  annuity  unit on the  preceding  business  day,
multiplied  by (b) the  corresponding  net  investment  factor for the valuation
period just ended,  divided by (c) the  assumed  net  investment  factor for the
valuation  period.  (For example,  the assumed net investment factor based on an
annual assumed net investment rate of 3.0% for a Valuation  Period of one day is
1.000081 and, for a period of two days, is 1.000081 x 1.000081.)

                             PERFORMANCE INFORMATION

     From time to time,  the Company may  advertise  several types of historical
performance  for the Funding  Options of Separate  Account  Six. The Company may
advertise  the  "standardized  average  annual  total  returns"  of the  Funding
Options,  calculated  in a manner  prescribed  by the  Securities  and  Exchange
Commission, as well as the "nonstandardized total returns," as described below:

     STANDARDIZED  METHOD.  Quotations  of  average  annual  total  returns  are
computed  according to a formula in which a hypothetical  initial  investment of
$1,000 is applied to the Funding Option,  and then related to ending  redeemable
values over one-, five-, and ten-year periods, or for a period covering the time
during which the Funding  Option has been in  existence,  if less.  If a Funding
Option has been in existence for less than one year, the "since inception" total
return performance  quotations are year-to-date and are not average annual total
returns.  These quotations reflect the deduction of all recurring charges during
each  period  (on a pro  rata  basis in the case of  fractional  periods).  Each
quotation  assumes  a  total  redemption  at the  end of each  period  with  the
assessment of any applicable withdrawal charge deducted at that time.



                                       3


     NONSTANDARDIZED METHOD.  Nonstandardized "total returns" will be calculated
in a similar  manner  based on the  performance  of the Funding  Options  over a
period of time,  usually for the calendar  year-to-date,  and for the past one-,
three-,  five- and  ten-year  periods.  Nonstandardized  total  returns will not
reflect the deduction of any applicable  withdrawal charge, which, if reflected,
would decrease the level of  performance  shown.  The  withdrawal  charge is not
reflected because the Contract is designed for long-term investment.

     For Funding  Options that were in  existence  prior to the date they became
available under Separate Account Six, the  nonstandardized  average annual total
return  quotations  will reflect the  investment  performance  that such Funding
Options would have achieved  (reduced by the  applicable  charges) had they been
held under the Contract for the period quoted.  The total return  quotations are
based upon historical earnings and are not necessarily  representative of future
performance.

     Average annual total returns for each Funding Option computed  according to
the standardized and nonstandardized  methods for the period ending December 31,
2001 are set forth in the following tables.





















                                       4





                                                   TRAVELERS RETIREMENT ACCOUNT
                                              STANDARDIZED PERFORMANCE AS OF 12/31/01
STOCK ACCOUNTS:                                                                     1 YEAR     5 YEAR       10 YEAR (OR INCEPTION)
- ---------------                                                                     ------     ------       ----------------------
AIM Capital Appreciation Portfolio                                                     --         --       -17.92%         5/1/01

AIM V.I. Premier Equity Fund - Series I                                                --         --       -15.86%         5/1/01

Alliance Growth Portfolio                                                          -18.72%        --        -5.61%        3/25/99

Capital Appreciation Fund (Janus)                                                  -30.66%        --       -32.79%         5/1/00

CitiStreet International Stock Fund                                                -20.95%        --       -13.96%        3/23/99

CitiStreet Large Company Stock Fund                                                -20.95%        --       -13.96%        3/23/99

CitiStreet Small Company Stock Fund                                                 -4.70%        --        16.86%        3/22/99

Credit Suisse Emerging Markets Portfolio                                           -15.24%        --        -5.60%        5/24/99

Delaware Investments REIT Series                                                     2.43%        --         9.64%        7/20/99

Delaware Small Cap Value Series                                                      5.44%        --         7.77%        4/20/99

Dreyfus VIF Appreciation Portfolio                                                 -14.92%        --        -3.76%        3/23/99

Dreyfus VIF Small Cap Portfolio                                                    -11.93%        --         7.91%         4/6/99

Equity Income Portfolio (Fidelity)                                                 -12.39%        --        -1.42%        3/25/99

Equity Index Portfolio - Class  II*                                                -17.79%        --        -6.44%        3/22/99

Federated Stock Portfolio                                                           -4.60%        --        -2.25%        4/21/99

Fidelity VIP Dynamic Capital Appreciation Portfolio - Service                          --         --       -19.85%         5/1/01
Class 2*

Fidelity VIP II Contrafund(R)Portfolio - Service Class 2*                              --         --       -10.03%         5/1/01

Fidelity VIP Mid Cap Portfolio - Service Class 2*                                      --         --        -2.08%         5/1/01

Janus Aspen Aggressive Growth Portfolio - Service Shares*                              --         --       -26.87%         5/1/01

Janus Aspen Balanced Portfolio - Service Shares*                                       --         --        -8.84%         5/1/01

Janus Aspen Worldwide Growth Portfolio - Service Shares*                           -27.41%        --       -27.86%         5/1/00

Large Cap Portfolio (Fidelity)                                                     -22.45%        --        -7.77%        3/23/99

Lazard International Stock Portfolio                                               -30.76%        --       -11.43%        4/21/99

MFS Emerging Growth Portfolio                                                          --         --       -22.88%         5/1/01

MFS Mid Cap Growth Portfolio                                                       -28.39%        --         8.84%        5/10/99

MFS Research Portfolio                                                             -27.25%        --        -6.90%        3/25/99

Putnam VT International Growth Fund - Class IB Shares*                                 --         --       -18.46%         5/1/01

Putnam VT Small Cap Value Fund - Class IB Shares*                                      --         --         3.96%         5/1/01

Putnam VT Voyager II Fund - Class IB Shares*                                           --         --       -23.47%         5/1/01

Salomon Brothers Variable Capital Fund                                              -4.37%        --        12.30%        3/22/99

Salomon Brothers Variable Investors Fund                                               --         --           --         3/31/99

Salomon Brothers Variable Small Cap Growth Fund                                        --         --        -7.78%         5/1/01

Smith Barney Aggressive Growth Portfolio                                               --         --       -10.14%         5/1/01

Smith Barney Appreciation Portfolio                                                    --         --       -10.64%         5/1/01

Smith Barney Fundamental Value Portfolio                                               --         --       -12.46%         5/1/01

Smith Barney International All Cap Growth Portfolio                                -35.43%        --        -9.41%        3/22/99

Smith Barney Large Cap Core Portfolio                                                  --         --       -15.01%         5/1/01

Smith Barney Large Cap Growth Portfolio                                            -17.93%        --        -5.68%        3/29/99

Smith Barney Premier Selections All Cap Growth Portfolio                               --         --       -14.96%         5/1/01

Smith Barney Small Cap Growth Opportunities Portfolio                                  --         --       -10.12%         5/1/01

Social Awareness Stock Portfolio (Smith Barney)                                    -20.89%        --        -5.14%        3/23/99

Strong Multi Cap Value Fund II                                                      -2.18%        --        -3.71%         7/6/99

Travelers Disciplined Mid Cap Stock Portfolio                                       -9.96%        --         6.71%         6/1/99

Utilities Portfolio (Smith Barney)                                                 -27.76%        --        -6.01%         5/4/99

Van Kampen Emerging Growth Portfolio Class II Shares*                                  --         --       -22.61%         5/1/01

Van Kampen Enterprise Portfolio Class II Shares*                                       --         --       -13.69%         5/1/01



                                       5



                          TRAVELERS RETIREMENT ACCOUNT
       STANDARDIZED PERFORMANCE AS OF 12/31/01 (CONT'D FROM PREVIOUS PAGE)


BOND ACCOUNTS:                                                                      1 YEAR     5 YEAR       10 YEAR (OR INCEPTION)
- ---------------                                                                     ------     ------       ----------------------
CitiStreet Diversified Bond Fund                                                     0.53%        --         3.24%        3/23/99

PIMCO Total Return Portfolio - Administrative Class                                    --         --         0.40%         5/1/01

Putnam Diversified Income Portfolio                                                 -2.07%        --        -1.18%         6/8/99

Smith Barney High Income Portfolio                                                  -9.70%        --        -7.15%        5/19/99

Travelers High Yield Bond Trust                                                      3.19%        --         0.16%         5/7/99

Travelers Quality Bond Portfolio                                                     0.80%        --         2.32%        3/23/99

Travelers U.S. Government Securities Portfolio                                         --         --           --         3/23/99

BALANCED ACCOUNTS:
- ------------------
Fidelity VIP II Asset Manager Portfolio-Service Class 2*                           -10.30%        --        -9.34%         5/1/00

MFS Total Return Portfolio                                                          -6.18%        --         2.79%        4/16/99

Salomon Brothers Variable Total Return Fund                                         -6.94%        --        -0.29%        3/23/99

Travelers Managed Assets Trust                                                     -10.95%        --        -1.82%        3/22/99

MONEY MARKET ACCOUNTS:
- ----------------------
Travelers Money Market Portfolio                                                    -2.51%        --         1.98%         4/6/99











The inception  date used to calculate  standarized  performance  is based on the
date that the investment option became active in the product.



                                       6



                          TRAVELERS RETIREMENT ACCOUNT
                   NONSTANDARDIZED PERFORMANCE AS OF 12/31/01



                                                                      AVERAGE ANNUAL RETURNS
                                                                      ----------------------
                                                                YTD            1 YR       3 YR        5 YR          Inception
                                                                ---            ----       ----        ----          ---------
STOCK ACCOUNTS:
- ---------------
AIM Capital Appreciation Portfolio                             -24.79%       -24.79%     -2.05%       3.79%      4.42%     10/10/95

AIM V.I. Premier Equity Fund - Series I                        -13.67%       -13.67%     -2.26%       8.31%     11.99%       5/5/93

Alliance Growth Portfolio                                      -14.44%       -14.44%     -3.36%       7.94%     13.58%      6/20/94

Capital Appreciation Fund (Janus)                              -27.01%       -27.01%     -5.13%      11.16%      9.19%      5/16/83

CitiStreet International Stock Fund - Class I                  -22.42%       -22.42%     -2.66%       1.65%      6.05%       5/1/93

CitiStreet Large Company Stock Fund - Class I                  -16.79%       -16.79%    -11.70%       0.45%      6.20%       5/1/93

CitiStreet Small Company Stock Fund - Class I                    0.30%         0.30%     13.76%       7.02%      8.63%       5/1/93

Credit Suisse Emerging Markets Portfolio                       -10.78%       -10.78%      2.62%         --      -2.73%     12/31/97

Delaware Investments REIT Series                                 7.43%         7.43%     10.25%         --       5.34%       5/6/98

Delaware Small Cap Value Series                                 10.44%        10.44%      6.59%       8.37%     10.32%     12/23/93

Dreyfus VIF Appreciation Portfolio                             -10.44%       -10.44%     -1.10%       9.48%     12.35%       4/5/93

Dreyfus VIF Small Cap Portfolio                                 -7.29%        -7.29%      8.05%       6.76%     27.66%      8/31/90

Equity Income Portfolio (Fidelity)                              -7.78%        -7.78%      0.99%       8.24%      9.87%      8/30/96

Equity Index Portfolio - Class  II*                            -13.46%       -13.46%     -2.63%       9.09%     12.64%     11/30/91

Federated Stock Portfolio                                        0.40%         0.40%      2.29%      10.41%     12.10%      8/30/96

Fidelity VIP Dynamic Capital Appreciation Portfolio -          -27.70%       -27.70%        --          --     -31.54%      9/26/00
Service Class 2*

Fidelity VIP II Contrafund(R)Portfolio - Service Class 2*      -13.57%       -13.57%     -0.84%       8.92%     14.20%       1/3/95

Fidelity VIP Mid Cap Portfolio - Service Class 2*               -4.73%        -4.73%     13.80%         --      14.70%     12/29/98

Janus Aspen Aggressive Growth Portfolio - Service Shares*      -40.38%       -40.38%     -3.65%       5.70%     11.08%      9/13/93

Janus Aspen Balanced Portfolio - Service Shares*                -6.09%        -6.09%      4.62%      12.86%     12.98%      9/13/93

Janus Aspen Worldwide Growth Portfolio - Service Shares*       -23.59%       -23.59%      0.98%       9.60%     14.22%      9/13/93

Large Cap Portfolio (Fidelity)                                 -18.36%       -18.36%     -4.14%       7.26%      9.23%      8/30/96

Lazard International Stock Portfolio                           -27.11%       -27.11%     -8.48%      -1.85%     -0.38%       8/1/96

MFS Emerging Growth Portfolio                                  -37.01%       -37.01%     -4.62%       6.57%      7.23%      8/30/96

MFS Mid Cap Growth Portfolio                                   -24.62%       -24.62%      9.69%         --       7.51%      3/23/98

MFS Research Portfolio                                         -23.43%       -23.43%     -4.45%         --      -2.32%      3/23/98

Putnam VT International Growth Fund - Class IB Shares*         -21.06%       -21.06%      3.67%         --       8.35%       1/2/97

Putnam VT Small Cap Value Fund - Class IB Shares*               18.04%        18.04%        --          --      16.01%      4/30/99

Putnam VT Voyager II Fund - Class IB Shares*                   -30.49%       -30.49%        --          --     -42.60%      9/28/00

Salomon Brothers Variable Capital Fund                           0.63%         0.63%     12.31%         --      13.87%      2/17/98

Salomon Brothers Variable Investors Fund                        -5.35%        -5.35%      5.90%         --       6.99%      2/17/98

Salomon Brothers Variable Small Cap Growth Fund                 -8.39%        -8.39%        --          --      12.14%      11/1/99

Smith Barney Aggressive Growth Portfolio                        -5.28%        -5.28%        --          --      13.16%      11/1/99

Smith Barney Appreciation Portfolio                             -5.18%        -5.18%       1.37%      8.88%      9.86%     10/16/91

Smith Barney Fundamental Value Portfolio                        -6.45%        -6.45%      10.27%      9.93%     12.95%      12/3/93

Smith Barney International All Cap Growth Portfolio            -32.03%       -32.03%      -5.36%     -2.00%      1.30%      6/20/94

Smith Barney Large Cap Core Portfolio                          -15.60%       -15.60%         --         --      -2.90%      9/14/99

Smith Barney Large Cap Growth Portfolio                        -13.61%       -13.61%       0.85%        --       6.71%       5/6/98

Smith Barney Premier Selections All Cap Growth Portfolio       -15.27%       -15.27%         --         --       7.24%      9/14/99

Smith Barney Small Cap Growth Opportunities Portfolio          -17.27%       -17.27%       6.57%        --       5.08%       2/7/97

Social Awareness Stock Portfolio (Smith Barney)                -16.73%       -16.73%      -2.17%      8.98%     10.65%       5/1/92

Strong Multi Cap Value Fund II                                   2.82%         2.82%       1.66%        --       1.04%     10/10/97

Travelers Disciplined Mid Cap Stock Portfolio                   -5.22%        -5.22%       6.94%        --      14.21%       4/1/97

Utilities Portfolio (Smith Barney)                             -23.96%       -23.96%      -2.71%      5.87%      7.81%       2/4/94

Van Kampen Emerging Growth Portfolio Class II Shares*          -32.58%       -32.58%       6.43%     14.26%     15.92%       7/3/95

Van Kampen Enterprise Portfolio Class II Shares*               -21.66%       -21.66%      -6.39%      5.49%      8.39%       4/7/86





                                       7




                          TRAVELERS RETIREMENT ACCOUNT
     NONSTANDARDIZED PERFORMANCE AS OF 12/31/01 (CONT'D FROM PREVIOUS PAGE)



                                                                                        AVERAGE ANNUAL RETURNS
                                                                                        ----------------------
                                                                      YTD       1 YR       3 YR       5 YR          Inception
                                                                      ---       ----       ----       ----          ---------
BOND ACCOUNTS:
- --------------
CitiStreet Diversified Bond Fund - Class I                           5.53%      5.53%      3.99%      6.03%      5.85%       5/1/93

PIMCO Total Return Portfolio - Administrative Class                  7.48%      7.48%      4.71%        --       5.35%     12/31/97

Putnam Diversified Income Portfolio                                  2.93%      2.93%      0.37%      1.35%      3.91%      6/20/94

Smith Barney High Income Portfolio                                  -4.95%     -4.95%     -4.36%     -0.49%      3.18%      6/22/94

Travelers High Yield Bond Trust                                      8.19%      8.19%      3.62%      6.15%      7.08%      6/10/83

Travelers Quality Bond Portfolio                                     5.80%      5.80%      3.72%      4.82%      5.11%      8/30/96

Travelers U.S. Government Securities Portfolio                       4.50%      4.50%      3.79%      6.24%      6.04%      1/24/92

BALANCED ACCOUNTS:
- ------------------
Fidelity VIP II Asset Manager Portfolio-Service Class 2*            -5.58%     -5.58%     -0.68%      5.74%      8.43%       9/6/89

MFS Total Return Portfolio                                          -1.25%     -1.25%      4.86%      8.76%     10.28%      6/20/94

Salomon Brothers Variable Total Return Fund                         -2.04%     -2.04%      1.29%        --       2.20%      2/17/98

Travelers Managed Assets Trust                                      -6.27%     -6.27%      0.90%      8.09%      8.54%       6/7/83

MONEY MARKET ACCOUNTS:
- ----------------------
Travelers Money Market Portfolio                                     2.49%      2.49%      3.67%      3.70%      3.76%     12/31/87

Travelers Money Market Portfolio - 7 Day Yield                       0.33%   This yield quotation more closely reflects the current
                                                                             earnings of this fund.



The inception date is the date that the underlying fund commenced operations.

+ The CitiStreet Funds [AMERICAN ODYSSEY FUNDS]  above do not reflect the  CHART
  CHART fee of 0.80%.

These funds offer multiple classes of shares.  The performance above may reflect
the fees and  performance  of another class of the same fund for periods  before
the current class existed.  If the current  class's 12b-1 fee and other expenses
were higher,  the performance shown would be lower. They may not be available in
every jurisdiction



                                       8




  TRAVELERS RETIREMENT ACCOUNT CHART PROGRAM PERFORMANCE UPDATE AS OF 12/31/01
                                CHART FEE = 0.80%


                     STANDARDIZED PERFORMANCE AS OF 12/31/01


                                                                       1 YR             5 YR              10 YR or Inception
                                                                       ----             ----              ------------------
STOCK ACCOUNTS
- --------------
CitiStreet Large Company Stock Fund - Class I                        -21.10%             --           -34.67%           3/23/1999

CitiStreet Small Company Stock Fund - Class I                         -4.88%             --            53.05%           3/23/1999

CitiStreet International Stock Fund - Class I                        -26.44%             --           -15.81%           3/22/1999

BOND ACCOUNTS
- -------------
CitiStreet Diversified Bond Fund - Class I                             0.37%             --             8.44%           3/22/1999




                   NONSTANDARDIZED PERFORMANCE AS OF 12/31/01


                                                            AVERAGE ANNUAL RETURNS                       CALENDAR YEAR RETURNS
                                                            ----------------------                       ---------------------
                                                   YTD     1 YR      3 YR    5 YR      Inception       2000      1999       1998
                                                   ---     ----      ----    ----      ---------       ----      ----       ----
STOCK ACCOUNTS
- --------------
CitiStreet Large Company Stock Fund - Class I    -16.95%  -16.95%  -11.91%   0.17%   5.86%  5/1/93    -16.14%    -1.87%     13.70%

CitiStreet Small Company Stock Fund - Class I      0.12%    0.12%   13.51%   6.74%   8.29%  5/1/93      8.58%    34.60%    -10.10%

CitiStreet International Stock Fund - Class I    -22.57%  -22.57%   -2.87%   1.37%   5.72%  5/1/93     -9.30%    30.45%     13.05%

BOND ACCOUNTS
- -------------
CitiStreet Diversified Bond Fund - Class I         5.37%    5.37%    3.77%   5.74%   5.52%  5/1/93     10.80%    -4.28%      7.31%



The inception date is the date that the underlying fund commenced operations.





                                       9



                           FEDERAL TAX CONSIDERATIONS

     The following description of the federal income tax consequences under this
Contract is not exhaustive and is not intended to cover all situations.  Because
of the  complexity  of the law and the  fact  that  the tax  results  will  vary
according to the factual  status of the individual  involved,  tax advice may be
needed  by a person  contemplating  purchase  of an  annuity  contract  and by a
contract  owner or  beneficiary  who may make  elections  under a contract.  For
further information, please consult a qualified tax adviser.

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS
     Federal tax law requires that minimum annual  distributions  begin by April
1st of the  calendar  year  following  the  later  of  calendar  year in which a
participant under a qualified plan, or a Section 403(b) annuity,  attains age 70
1/2 or retires.  Minimum annual  distributions  under an IRA must begin by April
1st of the calendar year in which the contract  owner attains 70 1/2  regardless
of when  he or she  retires.  Distributions  must  also  begin  or be  continued
according to the minimum  distribution  rules under the Code following the death
of the contract owner or the annuitant.

NONQUALIFIED ANNUITY CONTRACTS
     Individuals  may purchase  tax-deferred  annuities  without tax law funding
limits. The purchase payments receive no tax benefit, deduction or deferral, but
increases  in the value of the contract are  generally  deferred  from tax until
distribution.  Generally,  if an  annuity  contract  is owned  by other  than an
individual  (or an entity such as a trust or other  "look-through"  entity which
owns for an  individuals's  benefit),  the owner  will be taxed each year on the
increase  in the  value of the  contract.  An  exception  applies  for  purchase
payments made before March 1, 1986.

     If two or more annuity contracts are purchased from the same insurer within
the same calendar year,  distributions from any of them will be taxed based upon
the amount of income in all of the same calendar year series of annuities.  This
will  generally  have the  effect  of  causing  taxes to be paid  sooner  on the
deferred gain in the contracts.

     Those receiving  partial  distributions  made before the maturity date will
generally  be taxed on an  income-first  basis to the  extent  of  income in the
contract.  If you are  exchanging  another  annuity  contract for this  annuity,
certain  pre-August  14, 1982 deposits  into an annuity  contract that have been
placed in the contract by means of a tax-deferred exchange under Section 1035 of
the Code may be withdrawn first without income tax liability.  This  information
on deposits  must be provided to the Company by the other  insurance  company at
the time of the  exchange.  There is income  in the  contract  generally  to the
extent the cash value exceeds the investment in the contract.  The investment in
the  contract is equal to the amount of premiums  paid less any amount  received
previously  which was  excludable  from gross  income.  Any  direct or  indirect
borrowing  against the value of the  contract  or  pledging  of the  contract as
security for a loan will be treated as a cash distribution under the tax law.

     In order to be  treated  as an  annuity  contract  for  federal  income tax
purposes,  Section  72(s) of the Code  requires  any  non-qualified  contract to
contain certain provisions  specifying how your interest in the contract will be
distributed in the event of the death of an owner of the contract. Specifically,
Section  72(s)  requires  that (a) if an  owner  dies on or  after  the  annuity
starting  date,  but prior to the time the entire  interest in the  contract has
been  distributed,  the entire  interest in the contract will be  distributed at
least as rapidly as under the method of  distribution  being used as of the date
of such owner's death;  and (b) if any owner dies prior to the annuity  starting
date, the entire interest in the contract will be distributed  within five years
after the date of such owner's  death.  These  requirements  will be  considered
satisfied  as to any portion of an owner's  interest  which is payable to or for
the benefit of a designated  beneficiary and which is distributed  over the life
of such  designated  beneficiary or over a period not extending  beyond the life
expectancy of that beneficiary,  provided that such  distributions  begin within
one year of the owner's death.  The designated  beneficiary  refers to a natural
person  designated  by the owner as a beneficiary  and to whom  ownership of the
contract passes by reason of death.  However,  if the designated  beneficiary is
the surviving  spouse of the deceased owner,  the contract may be continued with
the surviving  spouse as the new owner.  Contracts will be  administered  by the
Company in accordance  with these rules and the Company will make a notification
when payments should be commenced.  Special values apply regarding  distribution
requirements when an annuity is owned by a trust or other entity for the benefit
of one or more individuals.




                                       10


INDIVIDUAL RETIREMENT ANNUITIES

     To the  extent  of  earned  income  for  the  year  and not  exceeding  the
applicable  limit  for the  taxable  year,  an  individual  may make  deductible
contributions  to an individual  retirement  annuity (IRA). The applicable limit
($2,000 per year prior to 2002) has been  increased by the  Economic  Growth and
Tax  Relief  Reconciliation  Act of 2001  ("EGTRRA").  The limit is  $3,000  for
calendar years 2002 - 2004, $4,000 for calendar years 2005-2007,  and $5,000 for
2008, and will be indexed for inflation in years  subsequent to 2008.  There are
certain  limits on the  deductible  amount based on the adjusted gross income of
the individual and spouse and based on their participation in a retirement plan.
If an  individual  is married and the spouse does not have  earned  income,  the
individual may establish IRAs for the individual and spouse.  Purchase  payments
may then be made  annually  into IRAs for both spouses in the maximum  amount of
100% of earned  income up to a combined  limit  based on the  individual  limits
outlined above.

     The Code provides for the purchase of a Simplified  Employee  Pension (SEP)
plan. A SEP is funded through an IRA with an annual employer  contribution limit
of up to $40,000 for each  participant.  The Internal  Revenue  Services has not
reviewed the contract for  qualifications  as an IRA, and has not addressed in a
ruling of general  applicability  whether a death benefit  provision such as the
optional  enhanced death benefit in the contract comports with IRA qualification
requirements.

SIMPLE PLAN IRA FORM

     Effective  January 1, 1997,  employers  may  establish a savings  incentive
match plan for employees ("SIMPLE plan") under which employees can make elective
salary  reduction  contributions to an IRA based on a percentage of compensation
of up to the applicable  limit for the taxable year.  The  applicable  limit was
increased  under EGTRRA.  The  applicable  limit was  increased  under EGTRRA to
$7,000 for 2002, $8,000 for 2003, $9,000 in 2004, $10,000 in 2005 (which will be
indexed for  inflation  for years after 2005.  (Alternatively,  the employer can
establish a SIMPLE cash or deferred arrangement under IRS Section 401(k)). Under
a SIMPLE plan IRA, the employer  must either make a matching  contribution  or a
nonelective  contribution  based on the  prescribed  formulas  for all  eligible
employees.  Early  withdrawals are subject to the 10% early  withdrawal  penalty
generally  applicable  to IRAs,  except that an early  withdrawal by an employee
under a SIMPLE plan IRA, within the first two years of  participation,  shall be
subject to a 25% early withdrawal tax.

ROTH IRAS

     Effective  January  1,  1998,  Section  408A of the  Code  permits  certain
individuals to contribute to a Roth IRA.  Eligibility to make  contributions  is
based upon income, and the applicable limits vary based on marital status and/or
whether  the  contribution  is a rollover  contribution  from  another IRA or an
annual  contribution.  Contributions to a Roth IRA, which are subject to certain
limitations  (similar to the annual limits for the traditional  IRA's),  are not
deductible  and must be made in cash or as a rollover or transfer  from  another
Roth IRA or other IRA. A conversion of a "traditional"  IRA to a Roth IRA may be
subject to tax and other special rules apply.  You should  consult a tax adviser
before  combining  any  converted  amounts  with other  Roth IRA  contributions,
including any other conversion amounts from other tax years.

     Qualified   distributions  from  a  Roth  IRA  are  tax-free.  A  qualified
distribution  requires that the Roth IRA has been held for at least 5 years, and
the  distribution is made after age 59 1/2, on death or disability of the owner,
or for a limited amount  ($10,000) for a qualified  first time home purchase for
the owner or certain  relatives.  Income tax and a 10%  penalty tax may apply to
distributions made (1) before age 59 1/2 (subject to certain  exceptions) or (2)
during five taxable years starting with the year in which the first contribution
is made to any Roth IRA of the individual.

QUALIFIED PENSION AND PROFIT-SHARING PLANS

     Under a qualified pension or profit-sharing plan, purchase payments made by
an employer are not currently  taxable to the  participant  and increases in the
value of a contract are not subject to taxation  until received by a participant
or beneficiary.

     Distributions  are generally  taxable to the  participant or beneficiary as
ordinary income in the year of receipt.  Any distribution that is considered the
participant's "investment in the contract" is treated as a return of capital and
is not taxable.  Under a qualified  plan,  the investment in the contract may be
zero.

     The annual  limits that apply to the amounts that may be  contributed  to a
defined  contribution plan each year were increased by EGTRRA. The maximum total
annual limit was increased from $35,000 to $40,000. The limit on employee salary
reduction deferrals (commonly referred to as "401(k) contributions") increase on
a graduated basis; $11,000 in 2002,




                                       11


$12,000 in 2003,  $13,000  in 2004,  $14,000  in 2005 and  $15,000 in 2005.  The
$15,000 annual limit will be indexed for inflation after 2005.

SECTION 403(B) PLANS
     Under Code  section  403(b),  payments  made by public  school  systems and
certain  tax  exempt  organizations  to  purchase  annuity  contracts  for their
employees  are  excludable  from the gross  income of the  employee,  subject to
certain  limitations.  However,  these  payments  may be subject to FICA (Social
Security)  taxes. A qualified  contract issued as a tax-sheltered  annuity under
section  403(b) will be amended as necessary to conform to the  requirements  of
the Code.  The annual  limits  under Code  Section  403(b) for  employee  salary
reduction  deferrals  are  increased  under the same rules  applicable to 401(k)
plans ($11,000 in 2002, etc.)

     Code section  403(b)(11)  restricts  this  distribution  under Code section
403(b) annuity contracts of: (1) elective  contributions made in years beginning
after December 31, 1998; (2) earnings on those  contributions;  and (3) earnings
in such years on amounts held as of the last year  beginning  before  January 1,
1989.  Distribution  of those amounts may only occur upon death of the employee,
attainment  of age 59 1/2,  separation  from service,  disability,  or financial
hardship. In addition,  income attributable to elective contributions may not be
distributed in the case of hardship.

FEDERAL INCOME TAX WITHHOLDING

     The portion of a  distribution,  which is taxable  income to the recipient,
will be subject to federal income tax withholding as follows:

1.   ELIGIBLE  ROLLOVER  DISTRIBUTION FROM SECTION 403(B) PLANS OR ARRANGEMENTS,
     FROM  QUALIFIED  PENSION  AND  PROFIT-SHARING  PLANS,  OR  FROM  457  PLANS
     SPONSORED BY GOVERNMENTAL ENTITIES

     There is a mandatory 20% tax  withholding for plan  distributions  that are
eligible  for  rollover  to an  IRA  or to  another  qualified  retirement  plan
(including  a 457 plan  sponsored  by a  governmental  entity)  but that are not
directly  rolled  over.  A  distribution  made  directly  to  a  participant  or
beneficiary may avoid this result if:

     (a)  a periodic  settlement  distribution  is elected  based upon a life or
          life expectancy calculation, or

     (b)  a  term-for-years  settlement  distribution is elected for a period of
          ten years or more, payable at least annually, or

     (c)  a minimum required  distribution as defined under the tax law is taken
          after the  attainment of the age of 70 1/2or as otherwise  required by
          law, or

     (d)  the distribution is a hardship distribution.

     A distribution  including a rollover that is not a direct  rollover will be
subject to the 20%  withholding,  and a 10%  additional tax penalty may apply to
any amount not added back in the rollover.  The 20% withholding may be recovered
when the  participant or beneficiary  files a personal income tax return for the
year if a rollover was completed within 60 days of receipt of the funds,  except
to  the  extent  that  the  participant  or  spousal  beneficiary  is  otherwise
underwithheld or short on estimated taxes for that year.

2.   OTHER NON-PERIODIC DISTRIBUTIONS (FULL OR PARTIAL REDEMPTIONS)

     To the extent not described as requiring 20%  withholding  in 1 above,  the
portion of a non-periodic  distribution,  which constitutes taxable income, will
be subject to federal  income tax  withholding,  if the aggregate  distributions
exceed  $200  for the  year,  unless  the  recipient  elects  not to have  taxes
withheld.  If no such election is made, 10% of the taxable  distribution will be
withheld  as federal  income  tax.  Election  forms will be provided at the time
distributions  are requested.  This form of  withholding  applies to all annuity
programs.




                                       12



3.   PERIODIC  DISTRIBUTIONS  (DISTRIBUTIONS  PAYABLE OVER A PERIOD GREATER THAN
     ONE YEAR)

     The portion of a periodic  distribution,  which constitutes taxable income,
will be subject to federal  income tax  withholding  under the wage  withholding
tables as if the recipient were married claiming three  exemptions.  A recipient
may elect not to have income taxes  withheld or have income taxes  withheld at a
different rate by providing a completed  election  form.  Election forms will be
provided  at the time  distributions  are  requested.  This form of  withholding
applies to all annuity  programs.  As of January 1, 2002, a recipient  receiving
periodic  payments  (e.g.,  monthly or annual  payments under an annuity option)
which total  $15,360 or less per year,  will  generally be exempt from  periodic
withholding.

     Recipients who elect not to have withholding made are liable for payment of
federal income tax on the taxable  portion of the  distribution.  All recipients
may also be  subject to  penalties  under the  estimated  tax  payment  rules if
withholding  and  estimated  tax  payments  are  not  sufficient  to  cover  tax
liabilities.

     Recipients  who do not provide a social  security  number or other taxpayer
identification  number  will  not be  permitted  to  elect  out of  withholding.
Additionally,  U.S  citizens  residing  outside of the  country,  or U.S.  legal
residents  temporarily  residing  outside the country,  are subject to different
withholding rules and cannot elect out of withholding.


                             INDEPENDENT ACCOUNTANTS

     KPMG LLP, One  Financial  Plaza,  Hartford,  CT 06103 has been  selected as
independent auditors to examine and report on the fund's financial statements.

     The financial  statements  and schedules of The Travelers  Life and Annuity
Company  as of  December  31,  2001 and  2000,  and for each of the years in the
three-year  period ended December 31, 2001,  included herein,  and the financial
statements of The Travelers  Separate  Account Six for Variable  Annuities as of
December  31, 2001 and for the years  ended  December  31,  2001 and 2000,  also
included  herein,  have been  included in reliance upon the reports of KPMG LLP,
independent  certified public accountants,  appearing elsewhere herein, and upon
the  authority of said firm as experts in  accounting  and  auditing.  The audit
reports covering the December 31, 2001 financial statements and schedules of The
Travelers Life and Annuity Company refer to changes in accounting for derivative
instruments and hedging activities and for securitized financial assets.


























                                       13




                          TRAVELERS RETIREMENT PRODUCT
                                VARIABLE ANNUITY




                       STATEMENT OF ADDITIONAL INFORMATION
                              SEPARATE ACCOUNT SIX












                              Individual and Group
                            Variable Annuity Contract
                                    issued by





                     The Travelers Life and Annuity Company
                                One Tower Square
                           Hartford, Connecticut 06183






















L-21257S                                                                May 2002



ANNUAL REPORT
DECEMBER 31, 2001

                    THE TRAVELERS SEPARATE ACCOUNT SIX
                    FOR VARIABLE ANNUITIES

[TRAVELERS LOGO]
The Travelers Insurance Company
The Travelers Life and Annuity Company
One Tower Square
Hartford, CT 06183




                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                       STATEMENT OF ASSETS AND LIABILITIES
                                DECEMBER 31, 2001


                                       CAPITAL
                                     APPRECIATION   HIGH YIELD      MANAGED     MONEY MARKET
                                        FUND        BOND TRUST   ASSETS TRUST    PORTFOLIO
                                     ------------   ----------   ------------   ------------
ASSETS:
   Investments at market value:       $13,303,448   $3,616,841   $20,097,609    $19,366,683

   Receivables:
      Dividends ..................             --           --            --         10,202
   Other assets ..................             --           --            --             --
                                      -----------   ----------   -----------    -----------

         Total Assets ............     13,303,448    3,616,841    20,097,609     19,376,885
                                      -----------   ----------   -----------    -----------

LIABILITIES:
   Payables:
      Insurance charges ..........          1,364          359         2,030          1,932
                                      -----------   ----------   -----------    -----------

         Total Liabilities .......          1,364          359         2,030          1,932
                                      -----------   ----------   -----------    -----------

NET ASSETS:                           $13,302,084   $3,616,482   $20,095,579    $19,374,953
                                      ===========   ==========   ===========    ===========


                        See Notes to Financial Statements


                                       -1-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                 STATEMENT OF ASSETS AND LIABILITIES - CONTINUED
                                DECEMBER 31, 2001


                                                  CITISTREET     CITISTREET      CITISTREET
                                      AIM V.I.    DIVERSIFIED   INTERNATIONAL   LARGE COMPANY
                                     VALUE FUND    BOND FUND      STOCK FUND      STOCK FUND
                                     ----------   -----------   -------------   -------------
ASSETS:
   Investments at market value:       $91,053     $50,174,180    $22,908,500     $30,920,693

   Receivables:
      Dividends ..................         --              --             --              --
   Other assets ..................         --              --             --              --
                                      -------     -----------    -----------     -----------

         Total Assets ............     91,053      50,174,180     22,908,500      30,920,693
                                      -------     -----------    -----------     -----------

LIABILITIES:
   Payables:
      Insurance charges ..........          9           5,038          2,305           3,157
                                      -------     -----------    -----------     -----------

         Total Liabilities .......          9           5,038          2,305           3,157
                                      -------     -----------    -----------     -----------

NET ASSETS:                           $91,044     $50,169,142    $22,906,195     $30,917,536
                                      =======     ===========    ===========     ===========


                        See Notes to Financial Statements


                                       -2-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                 STATEMENT OF ASSETS AND LIABILITIES - CONTINUED
                                DECEMBER 31, 2001


                                                                          DREYFUS
                     CREDIT SUISSE TRUST                                APPRECIATION      SMALL CAP
 CITISTREET SMALL      EMERGING MARKETS                   SMALL CAP      PORTFOLIO -     PORTFOLIO -
COMPANY STOCK FUND        PORTFOLIO        REIT SERIES   VALUE SERIES   INITIAL CLASS   INITIAL CLASS
- ------------------   -------------------   -----------   ------------   -------------   -------------

   $17,703,561            $1,192,771         $910,269     $1,321,068     $5,534,124      $9,689,597


            --                    --               --             --             --              --
            --                    --               --             --             --              --
   -----------            ----------         --------     ----------     ----------      ----------

    17,703,561             1,192,771          910,269      1,321,068      5,534,124       9,689,597
   -----------            ----------         --------     ----------     ----------      ----------



         1,798                   120               82            131            556             985
   -----------            ----------         --------     ----------     ----------      ----------

         1,798                   120               82            131            556             985
   -----------            ----------         --------     ----------     ----------      ----------

   $17,701,763            $1,192,651         $910,187     $1,320,937     $5,533,568      $9,688,612
   ===========            ==========         ========     ==========     ==========      ==========


                        See Notes to Financial Statements


                                       -3-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                 STATEMENT OF ASSETS AND LIABILITIES - CONTINUED
                                DECEMBER 31, 2001


                                                                                                      AGGRESSIVE GROWTH
                                                        EQUITY INDEX PORTFOLIO   FUNDAMENTAL VALUE   PORTFOLIO - SERVICE
                               APPRECIATION PORTFOLIO     - CLASS II SHARES          PORTFOLIO              SHARES
                               ----------------------   ----------------------   -----------------   -------------------
ASSETS:
   Investments at market
      value:                          $163,609                $17,518,980           $2,560,129             $58,685

   Receivables:
      Dividends ............                --                         --                   --                  --
   Other assets ............                --                         --                   --                  --
                                      --------                -----------           ----------             -------

         Total Assets ......           163,609                 17,518,980            2,560,129              58,685
                                      --------                -----------           ----------             -------

LIABILITIES:
   Payables:
      Insurance charges ....                16                      1,783                  253                   7
                                      --------                -----------           ----------             -------

         Total Liabilities .                16                      1,783                  253                   7
                                      --------                -----------           ----------             -------

NET ASSETS:                           $163,593                $17,517,197           $2,559,876             $58,678
                                      ========                ===========           ==========             =======


                        See Notes to Financial Statements


                                       -4-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                 STATEMENT OF ASSETS AND LIABILITIES - CONTINUED
                                DECEMBER 31, 2001


                                                                                          PUTNAM VT
                        WORLDWIDE GROWTH                                            INTERNATIONAL GROWTH    PUTNAM VT SMALL CAP
BALANCED PORTFOLIO -   PORTFOLIO - SERVICE                      TOTAL RETURN BOND      FUND - CLASS IB     VALUE FUND - CLASS IB
 SERVICE SHARES              SHARES          EQUITY PORTFOLIO       PORTFOLIO              SHARES                  SHARES
- --------------------   -------------------   ----------------   -----------------   --------------------   ---------------------

     $276,893               $6,674,101           $338,637            $275,697             $115,973                $426,029


           --                       --                 --                  --                   --                      --
           --                       --                 --                  --                   --                      --
     --------               ----------           --------            --------             --------                --------

      276,893                6,674,101            338,637             275,697              115,973                 426,029
     --------               ----------           --------            --------             --------                --------



           28                      674                 35                  26                   11                      43
     --------               ----------           --------            --------             --------                --------

           28                      674                 35                  26                   11                      43
     --------               ----------           --------            --------             --------                --------

     $276,865               $6,673,427           $338,602            $275,671             $115,962                $425,986
     ========               ==========           ========            ========             ========                ========


                        See Notes to Financial Statements


                                       -5-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                 STATEMENT OF ASSETS AND LIABILITIES - CONTINUED
                                DECEMBER 31, 2001


                               PUTNAM VT VOYAGER
                               II FUND - CLASS IB                                   SMALL CAP GROWTH
                                    SHARES          CAPITAL FUND   INVESTORS FUND         FUND
                               ------------------   ------------   --------------   ----------------
ASSETS:
   Investments at market
      value:                          $336           $9,612,538      $3,773,222         $118,936

   Receivables:
      Dividends ............            --                                   --               --
   Other assets ............                              1,613              --               --
                                      ----           ----------      ----------         --------

         Total Assets ......           336            9,614,151       3,773,222          118,936
                                      ----           ----------      ----------         --------

LIABILITIES:
   Payables:
      Insurance charges ....            --                  969             378               12
                                      ----           ----------      ----------         --------

         Total Liabilities .            --                  969             378               12
                                      ----           ----------      ----------         --------

NET ASSETS:                           $336           $9,613,182      $3,772,844         $118,924
                                      ====           ==========      ==========         ========


                        See Notes to Financial Statements


                                       -6-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                 STATEMENT OF ASSETS AND LIABILITIES - CONTINUED
                                DECEMBER 31, 2001


                                         SMITH BARNEY PREMIER
                    SMITH BARNEY LARGE    SELECTIONS ALL CAP    STRONG MULTI CAP   MONTGOMERY VARIABLE   DISCIPLINED  MID CAP
TOTAL RETURN FUND   CAP CORE PORTFOLIO     GROWTH PORTFOLIO       VALUE FUND II    SERIES: GROWTH FUND      STOCK PORTFOLIO
- -----------------   ------------------   --------------------   ----------------   -------------------   --------------------

    $349,937              $77,428               $5,308              $472,918             $556,816             $4,035,909


          --                   --                   --                    --                   --                     --
          --                   --                   --                    --                   --                     --
    --------              -------               ------              --------             --------             ----------

     349,937               77,428                5,308               472,918              556,816              4,035,909
    --------              -------               ------              --------             --------             ----------



          35                    7                   --                    49                   57                    416
    --------              -------               ------              --------             --------             ----------

          35                    7                   --                    49                   57                    416
    --------              -------               ------              --------             --------             ----------

    $349,902              $77,421               $5,308              $472,869             $556,759             $4,035,493
    ========              =======               ======              ========             ========             ==========


                        See Notes to Financial Statements


                                       -7-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                 STATEMENT OF ASSETS AND LIABILITIES - CONTINUED
                                DECEMBER 31, 2001


                                   EQUITY INCOME   FEDERATED STOCK                         LAZARD INTERNATIONAL
                                     PORTFOLIO        PORTFOLIO      LARGE CAP PORTFOLIO      STOCK PORTFOLIO
                                   -------------   ---------------   -------------------   --------------------
ASSETS:
   Investments at market value:     $7,307,876        $766,703            $8,199,981             $304,450

   Receivables:
      Dividends ................            --              --                    --                   --
   Other assets ................            --              --                    --                   --
                                    ----------        --------            ----------             --------

         Total Assets ..........     7,307,876         766,703             8,199,981              304,450
                                    ----------        --------            ----------             --------

LIABILITIES:
   Payables:
      Insurance charges ........           742              78                   839                   30
                                    ----------        --------            ----------             --------

         Total Liabilities .....           742              78                   839                   30
                                    ----------        --------            ----------             --------

NET ASSETS:                         $7,307,134        $766,625            $8,199,142             $304,420
                                    ==========        ========            ==========             ========


                        See Notes to Financial Statements


                                       -8-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                 STATEMENT OF ASSETS AND LIABILITIES - CONTINUED
                                DECEMBER 31, 2001


  MFS EMERGING     MFS MID CAP GROWTH   MFS RESEARCH   SOCIAL AWARENESS   TRAVELERS QUALITY      U.S.GOVERNMENT
GROWTH PORTFOLIO       PORTFOLIO          PORTFOLIO    STOCK PORTFOLIO     BOND PORTFOLIO     SECURITIES PORTFOLIO
- ----------------   ------------------   ------------   ----------------   -----------------   --------------------

    $8,381             $7,523,314        $1,089,333       $4,471,814         $5,855,311            $6,989,788


        --                     --                --               --                 --                    --
        --                     --                --               --                 --                    --
    ------             ----------        ----------       ----------         ----------            ----------

     8,381              7,523,314         1,089,333        4,471,814          5,855,311             6,989,788
    ------             ----------        ----------       ----------         ----------            ----------



         1                    773               113              455                589                   694
    ------             ----------        ----------       ----------         ----------            ----------

         1                    773               113              455                589                   694
    ------             ----------        ----------       ----------         ----------            ----------

    $8,380             $7,522,541        $1,089,220       $4,471,359         $5,854,722            $6,989,094
    ======             ==========        ==========       ==========         ==========            ==========


                        See Notes to Financial Statements


                                       -9-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                 STATEMENT OF ASSETS AND LIABILITIES - CONTINUED
                                DECEMBER 31, 2001


                                                         ALLIANCE GROWTH   MFS TOTAL RETURN   PUTNAM DIVERSIFIED
                                   UTILITIES PORTFOLIO      PORTFOLIO         PORTFOLIO        INCOME PORTFOLIO
                                   -------------------   ---------------   ----------------   ------------------
ASSETS:
   Investments at market value:        $3,132,277          $14,804,298        $8,221,589           $499,474

   Receivables:
      Dividends ...............                --                   --                --                 --
   Other assets ...............                --                   --                --                 --
                                       ----------          -----------        ----------           --------

         Total Assets .........         3,132,277           14,804,298         8,221,589            499,474
                                       ----------          -----------        ----------           --------

LIABILITIES:
   Payables:
      Insurance charges .......               317                1,501               826                 51
                                       ----------          -----------        ----------           --------

         Total Liabilities ....               317                1,501               826                 51
                                       ----------          -----------        ----------           --------

NET ASSETS:                            $3,131,960          $14,802,797        $8,220,763           $499,423
                                       ==========          ===========        ==========           ========


                        See Notes to Financial Statements


                                      -10-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                 STATEMENT OF ASSETS AND LIABILITIES - CONTINUED
                                DECEMBER 31, 2001

                                                                                                                SMITH BARNEY SMALL
   SMITH BARNEY                             SMITH BARNEY         SMITH BARNEY LARGE                                 CAP GROWTH
AGGRESSIVE GROWTH   SMITH BARNEY HIGH   INTERNATIONAL ALL CAP   CAPITALIZATION GROWTH   ENTERPRISE PORTFOLIO-     OPPORTUNITIES
    PORTFOLIO        INCOME PORTFOLIO      GROWTH PORTFOLIO          PORTFOLIO            CLASS II SHARES            PORTFOLIO
- -----------------   -----------------   ---------------------   ---------------------   ---------------------   ------------------

   $3,207,996            $305,772             $2,671,534              $6,411,078               $4,437               $24,196


           --                  --                     --                      --                   --                    --
           --                  --                     --                      --                   --                    --
   ----------            --------             ----------              ----------               ------               -------

    3,207,996             305,772              2,671,534               6,411,078                4,437                24,196
   ----------            --------             ----------              ----------               ------               -------



          322                  30                    268                     658                    1                     3
   ----------            --------             ----------              ----------               ------               -------

          322                  30                    268                     658                    1                     3
   ----------            --------             ----------              ----------               ------               -------

   $3,207,674            $305,742             $2,671,266              $6,410,420               $4,436               $24,193
   ==========            ========             ==========              ==========               ======               =======


                        See Notes to Financial Statements


                                      -11-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                 STATEMENT OF ASSETS AND LIABILITIES - CONTINUED
                                DECEMBER 31, 2001


                                        ASSET MANAGER          CONTRAFUND(R)
                                     PORTFOLIO - SERVICE   PORTFOLIO - SERVICE   MID CAP PORTFOLIO -
                                         CLASS 2                CLASS 2            SERVICE CLASS 2       COMBINED
                                     -------------------   -------------------   -------------------   ------------
ASSETS:
   Investments at market value:           $1,871,164             $70,059              $118,438         $328,101,741

   Receivables:
      Dividends ..................                --                  --                    --               10,202
   Other assets ..................                --                  --                    --                1,613
                                          ----------             -------              --------         ------------

         Total Assets ............         1,871,164              70,059               118,438          328,113,556
                                          ----------             -------              --------         ------------

LIABILITIES:
   Payables:
      Insurance charges ..........               187                   7                    12               33,162
                                          ----------             -------              --------         ------------

         Total Liabilities .......               187                   7                    12               33,162
                                          ----------             -------              --------         ------------

NET ASSETS:                               $1,870,977             $70,052              $118,426         $328,080,394
                                          ==========             =======              ========         ============


                        See Notes to Financial Statements


                                      -12-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                             STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2001


                                                       CAPITAL APPRECIATION   HIGH YIELD BOND                          MONEY MARKET
                                                              FUND                TRUST         MANAGED ASSETS TRUST    PORTFOLIO
                                                       --------------------   ---------------   --------------------   ------------
INVESTMENT INCOME:
   Dividends .......................................        $    69,485           $197,664           $   544,579         $585,047
                                                            -----------           --------           -----------         --------

EXPENSES:
   Insurance charges ...............................            174,625             37,637               243,969          198,782
   Floor Benefit fees ..............................                 --                 --                    --               --
                                                            -----------           --------           -----------         --------

      Total expenses ...............................            174,625             37,637               243,969          198,782
                                                            -----------           --------           -----------         --------

         Net investment income (loss) ..............           (105,140)           160,027               300,610          386,265
                                                            -----------           --------           -----------         --------

REALIZED GAIN (LOSS) AND UNREALIZED
   GAIN (LOSS) ON INVESTMENTS:
      Realized gain distribution ...................                 --                 --             1,210,427               --
      Realized gain (loss) on sale of investments              (907,016)               (11)             (401,794)              --
                                                            -----------           --------           -----------         --------

         Realized gain (loss) ......................           (907,016)               (11)              808,633               --
                                                            -----------           --------           -----------         --------

      Change in unrealized gain (loss)
         on investments ............................         (3,628,594)            68,700            (2,407,239)              --
                                                            -----------           --------           -----------         --------

   Net increase (decrease) in net assets
      resulting from operations ....................        $(4,640,750)          $228,716           $(1,297,996)        $386,265
                                                            ===========           ========           ===========         ========


                        See Notes to Financial Statements


                                      -13-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                       STATEMENT OF OPERATIONS - CONTINUED
                      FOR THE YEAR ENDED DECEMBER 31, 2001


                                                CITISTREET
                      CITISTREET DIVERSIFIED   INTERNATIONAL    CITISTREET LARGE     CITISTREET SMALL    GLOBAL HIGH-YIELD
AIM V.I. VALUE FUND         BOND FUND            STOCK FUND    COMPANY STOCK FUND   COMPANY STOCK FUND       BOND FUND
- -------------------   ----------------------   -------------   ------------------   ------------------   -----------------

      $  135                $1,669,174          $   217,166        $   212,082          $     7,436          $ 709,880
      ------                ----------          -----------        -----------          -----------          ---------


         199                   434,151              208,388            292,065              199,321             19,307
          --                        --                   --                 --                   --                 --
      ------                ----------          -----------        -----------          -----------          ---------

         199                   434,151              208,388            292,065              199,321             19,307
      ------                ----------          -----------        -----------          -----------          ---------

         (64)                1,235,023                8,778            (79,983)            (191,885)           690,573
      ------                ----------          -----------        -----------          -----------          ---------



       2,043                        --            2,845,357          1,496,924            6,634,565                 --
        (372)                   90,316             (509,890)          (127,442)          (1,353,721)          (998,086)
      ------                ----------          -----------        -----------          -----------          ---------

       1,671                    90,316            2,335,467          1,369,482            5,280,844           (998,086)
      ------                ----------          -----------        -----------          -----------          ---------


        (381)                  404,394           (6,050,201)        (5,138,636)          (4,916,040)           412,490
      ------                ----------          -----------        -----------          -----------          ---------


      $1,226                $1,729,733          $(3,705,956)       $(3,849,137)         $   172,919          $ 104,977
      ======                ==========          ===========        ===========          ===========          =========


                        See Notes to Financial Statements


                                      -14-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                       STATEMENT OF OPERATIONS - CONTINUED
                      FOR THE YEAR ENDED DECEMBER 31, 2001


                                                                            CREDIT SUISSE TRUST
                                                        INTERMEDIATE-TERM     EMERGING MARKETS                   SMALL CAP
                                                            BOND FUND            PORTFOLIO        REIT SERIES   VALUE SERIES
                                                        -----------------   -------------------   -----------   ------------
INVESTMENT INCOME:
   Dividends ........................................      $1,007,243            $      --          $11,193        $ 5,794
                                                           ----------            ---------          -------        -------

EXPENSES:
   Insurance charges ................................          46,527               15,998            7,668          9,907
   Floor Benefit fees ...............................              --                   --               --             --
                                                           ----------            ---------          -------        -------

      Total expenses ................................          46,527               15,998            7,668          9,907
                                                           ----------            ---------          -------        -------

         Net investment income (loss) ...............         960,716              (15,998)           3,525         (4,113)
                                                           ----------            ---------          -------        -------

REALIZED GAIN (LOSS) AND UNREALIZED
   GAIN (LOSS) ON INVESTMENTS:
      Realized gain distribution ....................              --                   --            2,303             --
      Realized gain (loss) on sale of investments ...        (519,597)            (103,847)           7,258          6,384
                                                           ----------            ---------          -------        -------

         Realized gain (loss) .......................        (519,597)            (103,847)           9,561          6,384
                                                           ----------            ---------          -------        -------

      Change in unrealized gain (loss)
         on investments .............................        (122,543)             (23,121)          41,655         91,435
                                                           ----------            ---------          -------        -------

   Net increase (decrease) in net assets
      resulting from operations .....................      $  318,576            $(142,966)         $54,741        $93,706
                                                           ==========            =========          =======        =======


                        See Notes to Financial Statements


                                      -15-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                       STATEMENT OF OPERATIONS - CONTINUED
                      FOR THE YEAR ENDED DECEMBER 31, 2001


DREYFUS APPRECIATION     SMALL CAP                     EQUITY INDEX     FUNDAMENTAL   AGGRESSIVE GROWTH
    PORTFOLIO -         PORTFOLIO -    APPRECIATION     PORTFOLIO -        VALUE         PORTFOLIO -
  INITIAL CLASS        INITIAL CLASS     PORTFOLIO    CLASS II SHARES    PORTFOLIO      SERVICE SHARES
- --------------------   -------------   ------------   ---------------   -----------   -----------------

    $  47,098            $  40,393       $   --         $   118,842      $ 3,305            $  --
    ---------            ---------       ------         -----------      -------            -----


       67,595              108,705          381             211,683        8,715              126
           --                   --           --                 109                            --
    ---------            ---------       ------         -----------      -------            -----

       67,595              108,705          381             211,792        8,715              126
    ---------            ---------       ------         -----------      -------            -----

      (20,497)             (68,312)        (381)            (92,950)      (5,410)            (126)
    ---------            ---------       ------         -----------      -------            -----



           --              633,968           --                  --       48,815               --
      (90,896)            (227,233)          11            (262,674)      (1,406)              (6)
    ---------            ---------       ------         -----------      -------            -----

      (90,896)             406,735           11            (262,674)      47,409               (6)
    ---------            ---------       ------         -----------      -------            -----


     (528,806)            (967,736)       8,499          (2,211,448)      23,059              739
    ---------            ---------       ------         -----------      -------            -----


    $(640,199)           $(629,313)      $8,129         $(2,567,072)     $65,058            $ 607
    =========            =========       ======         ===========      =======            =====


                        See Notes to Financial Statements


                                      -16-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                       STATEMENT OF OPERATIONS - CONTINUED
                      FOR THE YEAR ENDED DECEMBER 31, 2001


                                                           BALANCED      WORLDWIDE GROWTH                  TOTAL
                                                          PORTFOLIO -       PORTFOLIO -      EQUITY     RETURN BOND
                                                        SERVICE SHARES    SERVICE SHARES    PORTFOLIO    PORTFOLIO
                                                        --------------   ----------------   ---------   -----------
INVESTMENT INCOME:
   Dividends ........................................       $ 2,632         $    18,425     $  1,578      $ 2,914
                                                            -------         -----------     --------      -------

EXPENSES:
   Insurance charges ................................           744              85,125        3,736          874
   Floor Benefit fees ...............................            --                  --           --           --
                                                            -------         -----------     --------      -------

      Total expenses ................................           744              85,125        3,736          874
                                                            -------         -----------     --------      -------

         Net investment income (loss) ...............         1,888             (66,700)      (2,158)       2,040
                                                            -------         -----------     --------      -------

REALIZED GAIN (LOSS) AND UNREALIZED
   GAIN (LOSS) ON INVESTMENTS:
      Realized gain distribution ....................            --                  --        1,509        5,001
      Realized gain (loss) on sale of investments ...        (1,211)           (254,283)         (54)         394
                                                            -------         -----------     --------      -------

         Realized gain (loss) .......................        (1,211)           (254,283)       1,455        5,395
                                                            -------         -----------     --------      -------

      Change in unrealized gain (loss)
         on investments .............................         3,220          (1,591,368)     (29,340)      (5,877)
                                                            -------         -----------     --------      -------

   Net increase (decrease) in net assets
      resulting from operations .....................       $ 3,897         $(1,912,351)    $(30,043)     $ 1,558
                                                            =======         ===========     ========      =======


                        See Notes to Financial Statements


                                      -17-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                       STATEMENT OF OPERATIONS - CONTINUED
                      FOR THE YEAR ENDED DECEMBER 31, 2001


   PUTNAM VT      PUTNAM VT SMALL
 INTERNATIONAL    CAP VALUE FUND
 GROWTH FUND -      - CLASS IB                     INVESTORS    SMALL CAP      TOTAL
CLASS IB SHARES       SHARES        CAPITAL FUND     FUND      GROWTH FUND   RETURN FUND
- ---------------   ---------------   ------------   ---------   -----------   -----------

    $   --            $    --         $ 64,637     $  27,204     $    --       $ 7,410
    ------            -------         --------     ---------     -------       -------


       494              1,234           98,299        36,586         375         3,852
        --                 --               --            --          --            --
    ------            -------         --------     ---------     -------       -------

       494              1,234           98,299        36,586         375         3,852
    ------            -------         --------     ---------     -------       -------

      (494)            (1,234)         (33,662)       (9,382)       (375)        3,558
    ------            -------         --------     ---------     -------       -------



        --                 --           98,391        34,323          --            --
     4,130             (3,448)           9,331        (8,656)        (20)         (439)
    ------            -------         --------     ---------     -------       -------

     4,130             (3,448)         107,722        25,667         (20)         (439)
    ------            -------         --------     ---------     -------       -------


     3,672             33,821          (62,550)     (171,983)     10,783        (6,894)
    ------            -------         --------     ---------     -------       -------


    $7,308            $29,139         $ 11,510     $(155,698)    $10,388       $(3,775)
    ======            =======         ========     =========     =======       =======


                        See Notes to Financial Statements


                                      -18-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                       STATEMENT OF OPERATIONS - CONTINUED
                      FOR THE YEAR ENDED DECEMBER 31, 2001


                                                                                                                        MONTGOMERY
                                                                            SMITH BARNEY PREMIER                         VARIABLE
                                                       SMITH BARNEY LARGE    SELECTION ALL CAPS    STRONG MULTI CAP   SERIES: GROWTH
                                                       CAP CARE PORTFOLIO     GROWTH PORTFOLIO       VALUE FUND II         FUND
                                                       ------------------   --------------------   ----------------   --------------
INVESTMENT INCOME:
   Dividends .......................................         $    --              $    --              $    18          $  28,978
                                                             -------              -------              -------          ---------

EXPENSES:
   Insurance charges ...............................             305                   63                4,428              8,017
   Floor Benefit fees ..............................              --                   --                   --                 --
                                                             -------              -------              -------          ---------

      Total expenses ...............................             305                   63                4,428              8,017
                                                             -------              -------              -------          ---------

         Net investment income (loss) ..............            (305)                 (63)              (4,410)            20,961
                                                             -------              -------              -------          ---------

REALIZED GAIN (LOSS) AND UNREALIZED
   GAIN (LOSS) ON INVESTMENTS:
      Realized gain distribution ...................              --                   --                  151             44,005
      Realized gain (loss) on sale of investments...            (387)              (1,301)              (2,222)           (47,750)
                                                             -------              -------              -------          ---------

         Realized gain (loss) ......................            (387)              (1,301)              (2,071)            (3,745)
                                                             -------              -------              -------          ---------

      Change in unrealized gain (loss)
         on investments ............................          (1,522)                (405)              14,623           (194,779)
                                                             -------              -------              -------          ---------

   Net increase (decrease) in net assets
      resulting from operations ....................         $(2,214)             $(1,769)             $ 8,142          $(177,563)
                                                             =======              =======              =======          =========


                        See Notes to Financial Statements


                                      -19-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                       STATEMENT OF OPERATIONS - CONTINUED
                      FOR THE YEAR ENDED DECEMBER 31, 2001


DISCIPLINED MID CAP   DISCIPLINED SMALL CAP   EQUITY INCOME   FEDERATED STOCK                         LAZARD INTERNATIONAL
 STOCK  PORTFOLIO        STOCK PORTFOLIO       PORTFOLIO         PORTFOLIO      LARGE CAP PORTFOLIO      STOCK PORTFOLIO
- -------------------   ---------------------   -------------   ---------------   -------------------   --------------------

    $  10,341               $    693            $  77,014        $  8,198           $    41,339             $     540
    ---------               --------            ---------        --------           -----------             ---------


       42,863                  4,587               76,999           7,732               106,355                 4,042
           --                     --                   --              --                    --                    --
    ---------               --------            ---------        --------           -----------             ---------

       42,863                  4,587               76,999           7,732               106,355                 4,042
    ---------               --------            ---------        --------           -----------             ---------

      (32,522)                (3,894)                  15             466               (65,016)               (3,502)
    ---------               --------            ---------        --------           -----------             ---------



      254,202                 19,173               13,684          27,163                 5,576                13,008
      (23,105)               (86,128)             (14,882)         (1,984)             (353,284)              (55,719)
    ---------               --------            ---------        --------           -----------             ---------

      231,097                (66,955)              (1,198)         25,179              (347,708)              (42,711)
    ---------               --------            ---------        --------           -----------             ---------


     (324,897)                10,763             (457,349)        (21,904)           (1,405,548)              (61,783)
    ---------               --------            ---------        --------           -----------             ---------


    $(126,322)              $(60,086)           $(458,532)       $  3,741           $(1,818,272)            $(107,996)
    =========               ========            =========        ========           ===========             =========


                        See Notes to Financial Statements


                                      -20-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                       STATEMENT OF OPERATIONS - CONTINUED
                      FOR THE YEAR ENDED DECEMBER 31, 2001


                                                         MFS EMERGING     MFS MID CAP GROWTH   MFS RESEARCH   SOCIAL AWARENESS
                                                       GROWTH PORTFOLIO        PORTFOLIO         PORTFOLIO     STOCK PORTFOLIO
                                                       ----------------   ------------------   ------------   ----------------
INVESTMENT INCOME:
   Dividends .......................................        $  --             $        --       $     478        $  18,213
                                                            -----             -----------       ---------        ---------

EXPENSES:
   Insurance charges ...............................           18                 101,477          14,830           53,071
   Floor Benefit fees ..............................           --                      --              --               --
                                                            -----             -----------       ---------        ---------

      Total expenses ...............................           18                 101,477          14,830           53,071
                                                            -----             -----------       ---------        ---------

         Net investment income (loss) ..............          (18)               (101,477)        (14,352)         (34,858)
                                                            -----             -----------       ---------        ---------

REALIZED GAIN (LOSS) AND UNREALIZED
   GAIN (LOSS) ON INVESTMENTS:
      Realized gain distribution ...................          790               1,808,101          75,229               --
      Realized gain (loss) on sale of investments...           (6)               (367,840)        (23,875)         (70,400)
                                                            -----             -----------       ---------        ---------

         Realized gain (loss) ......................          784               1,440,261          51,354          (70,400)
                                                            -----             -----------       ---------        ---------

      Change in unrealized gain (loss)
         on investments ............................         (863)             (3,822,523)       (373,693)        (671,569)
                                                            -----             -----------       ---------        ---------

   Net increase (decrease) in net assets
      resulting from operations ....................        $ (97)            $(2,483,739)      $(336,691)       $(776,827)
                                                            =====             ===========       =========        =========


                        See Notes to Financial Statements


                                      -21-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                       STATEMENT OF OPERATIONS - CONTINUED
                      FOR THE YEAR ENDED DECEMBER 31, 2001


STRATEGIC STOCK   TRAVELERS QUALITY      U.S. GOVERNMENT                                AIM CAPITAL         ALLIANCE GROWTH
   PORTFOLIO       BOND PORTFOLIO     SECURITIES PORTFOLIO   UTILITIES PORTFOLIO   APPRECIATION PORTFOLIO      PORTFOLIO
- ---------------   -----------------   --------------------   -------------------   ----------------------   ---------------

   $  7,864           $140,289              $230,699              $    66,337               $--               $    30,913
   --------           --------              --------              -----------               ---               -----------


      2,150             51,110                68,932                   44,264                --                   190,553
         --                 --                    --                       --                --                        --
   --------           --------              --------              -----------               ---               -----------

      2,150             51,110                68,932                   44,264                --                   190,553
   --------           --------              --------              -----------               ---               -----------

      5,714             89,179               161,767                   22,073                --                  (159,640)
   --------           --------              --------              -----------               ---               -----------



      1,799                 --                    --                  168,682                                   2,281,256
    (11,017)            47,705                25,636                  (51,658)               16                  (356,744)
   --------           --------              --------              -----------               ---               -----------

     (9,218)            47,705                25,636                  117,024                16                 1,924,512
   --------           --------              --------              -----------               ---               -----------


    (11,105)            13,737                39,457               (1,108,982)               --                (4,184,242)
   --------           --------              --------              -----------               ---               -----------



   $(14,609)          $150,621              $226,860              $  (969,885)              $16               $(2,419,370)
   ========           ========              ========              ===========               ===               ===========


                        See Notes to Financial Statements


                                      -22-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                       STATEMENT OF OPERATIONS - CONTINUED
                      FOR THE YEAR ENDED DECEMBER 31, 2001


                                                                                                 SMITH BARNEY
                                                       MFS TOTAL RETURN   PUTNAM DIVERSIFIED   AGGRESSIVE GROWTH   SMITH BARNEY HIGH
                                                          PORTFOLIO        INCOME PORTFOLIO        PROTFOLIO        INCOME PORTFOLIO
                                                       ----------------   ------------------   -----------------   -----------------
INVESTMENT INCOME:
   Dividends .......................................       $ 191,936           $ 37,138             $     --            $ 36,288
                                                           ---------           --------             --------            --------

EXPENSES:
   Insurance charges ...............................          81,703              5,665               10,657               3,955
   Floor Benefit fees ..............................              --                 --                   --                  --
                                                           ---------           --------             --------            --------

      Total expenses ...............................          81,703              5,665               10,657               3,955
                                                           ---------           --------             --------            --------

         Net investment income (loss) ..............         110,233             31,473              (10,657)             32,333
                                                           ---------           --------             --------            --------

REALIZED GAIN (LOSS) AND UNREALIZED
   GAIN (LOSS) ON INVESTMENTS:
      Realized gain distribution ...................         238,854                 --                   --                  --
      Realized gain (loss) on sale of investments...          (5,703)            (5,249)                 207             (19,942)
                                                           ---------           --------             --------            --------

         Realized gain (loss) ......................         233,151             (5,249)                 207             (19,942)
                                                           ---------           --------             --------            --------

      Change in unrealized gain (loss)
         on investments ............................        (387,592)           (15,806)             133,882             (33,955)
                                                           ---------           --------             --------            --------

   Net increase (decrease) in net assets
      resulting from operations ....................       $ (44,208)          $ 10,418             $123,432            $(21,564)
                                                           =========           ========             ========            ========


                        See Notes to Financial Statements


                                      -23-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                       STATEMENT OF OPERATIONS - CONTINUED
                      FOR THE YEAR ENDED DECEMBER 31, 2001


                                                                       SMITH BARNEY SMALL
    SMITH BARNEY          SMITH BARNEY LARGE                               CAP GROWTH
INTERNATIONAL ALL CAP   CAPITILIZATION GROWTH   ENTERPRISE PORTFOLIO      OPPORTUNITIES
   GROWTH PORTFOLIO           PORTFOLIO            CLASS II SHARES          PORTFOLIO
- ---------------------   ---------------------   --------------------   ------------------

     $        --              $      --                $ --                  $  --
     -----------              ---------                ----                  -----


          37,956                 79,770                  10                    205
              --                     --                  --                     --
     -----------              ---------                ----                  -----

          37,956                 79,770                  10                    205
     -----------              ---------                ----                  -----

         (37,956)               (79,770)                (10)                  (205)
     -----------              ---------                ----                  -----



              --                     --                  --                     --
        (583,897)               (93,582)                 --                    262
     -----------              ---------                ----                  -----

        (583,897)               (93,582)                 --                    262
     -----------              ---------                ----                  -----


        (667,403)              (812,682)                239                    578
     -----------              ---------                ----                  -----


     $(1,289,256)             $(986,034)               $229                  $ 635
     ===========              =========                ====                  =====

     ASSET MANAGER          CONTRAFUND(R)
  PORTFOLIO - SERVICE     PORTFOLIO - SERVICE
        CLASS 2                 CLASS 2
- -----------------------   -------------------

       $  53,585                $    --
       ---------                -------


          19,420                    124
              --                     --
       ---------                -------

          19,420                    124
       ---------                -------

          34,165                   (124)
       ---------                -------



          20,095                     --
         (29,599)                (1,353)
       ---------                -------

          (9,504)                (1,353)
       ---------                -------


        (103,941)                 1,458
       ---------                -------


       $ (79,280)               $   (19)
       =========                =======


                        See Notes to Financial Statements


                                      -24-



                                 THE TRAVELERS SEPARATE ACCOUNT SIX
                                       FOR VARIABLE ANNUITIES

                                 STATEMENT OF OPERATIONS - CONTINUED
                                FOR THE YEAR ENDED DECEMBER 31, 2001


                                                           DYNAMIC CAPITAL
                                                       APPRECIATION PORTFOLIO-   MID CAP PORTFOLIO-
                                                           SERVICE CLASS 2        SERVICE CLASS 2       COMBINED
                                                       -----------------------   ------------------   ------------
INVESTMENT INCOME:
   Dividends .......................................           $    --                 $   --         $  6,552,177
                                                               -------                 ------         ------------

EXPENSES:
   Insurance charges ...............................                16                    273            3,538,618
   Floor Benefit fees ..............................                --                     --                  109
                                                               -------                 ------         ------------

      Total expenses ...............................                16                    273            3,538,727
                                                               -------                 ------         ------------

         Net investment income (loss) ..............               (16)                  (273)           3,013,450
                                                               -------                 ------         ------------

REALIZED GAIN (LOSS) AND UNREALIZED
   GAIN (LOSS) ON INVESTMENTS:
      Realized gain distribution ...................                --                     --           17,985,394
      Realized gain (loss) on sale of investments...            (1,094)                   (91)          (7,789,264)
                                                               -------                 ------         ------------

         Realized gain (loss) ......................            (1,094)                   (91)          10,196,130
                                                               -------                 ------         ------------

      Change in unrealized gain (loss)
         on investments ............................                --                  3,649          (41,204,447)
                                                               -------                 ------         ------------

   Net increase (decrease) in net assets
      resulting from operations ....................           $(1,110)                $3,285         $(27,994,867)
                                                               =======                 ======         ============


                        See Notes to Financial Statements


                                      -25-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                       STATEMENT OF CHANGES IN NET ASSETS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


                                                    CAPITAL APPRECIATION FUND    HIGH YIELD BOND TRUST       MANAGED ASSETS TRUST
                                                    -------------------------   -----------------------   -------------------------
                                                       2001           2000         2001         2000          2001         2000
                                                    -----------   -----------   ----------   ----------   -----------   -----------
OPERATIONS:
   Net investment income (loss) .................   $  (105,140)  $   (61,663)  $  160,027   $   99,243   $   300,610   $    84,451
   Realized gain (loss) .........................      (907,016)       69,136          (11)      (7,376)      808,633     1,500,362
   Change in unrealized gain (loss)
      on investments ............................    (3,628,594)   (3,134,467)      68,700     (104,160)   (2,407,239)   (2,210,854)
                                                    -----------   -----------   ----------   ----------   -----------   -----------

      Net increase (decrease) in net assets
         resulting from operations ..............    (4,640,750)   (3,126,994)     228,716      (12,293)   (1,297,996)     (626,041)
                                                    -----------   -----------   ----------   ----------   -----------   -----------

UNIT TRANSACTIONS:
   Participant purchase payments ................     5,368,016    16,739,069      810,197    1,706,966     3,951,191    12,814,924
   Participant transfers from other
      Travelers accounts ........................       929,471     1,516,842      613,010      200,394     1,228,771     1,555,379
   Administrative and asset allocation charges...            --            --           --           --            --            --
   Contract surrenders ..........................      (659,813)      (42,113)    (261,828)     (40,588)   (1,071,575)     (357,507)
   Participant transfers to other
      Travelers accounts ........................    (2,226,895)     (492,369)    (321,866)    (240,763)   (1,908,318)     (492,889)
   Other payments to participants ...............       (62,380)           --      (15,046)      (1,137)      (33,923)      190,926
                                                    -----------   -----------   ----------   ----------   -----------   -----------

      Net increase (decrease) in net assets
         resulting from unit transactions .......     3,348,399    17,721,429      824,467    1,624,872     2,166,146    13,710,833
                                                    -----------   -----------   ----------   ----------   -----------   -----------

         Net increase (decrease) in net assets       (1,292,351)   14,594,435    1,053,183    1,612,579       868,150    13,084,792

NET ASSETS:
      Beginning of year .........................    14,594,435            --    2,563,299      950,720    19,227,429     6,142,637
                                                    -----------   -----------   ----------   ----------   -----------   -----------
      End of year ...............................   $13,302,084   $14,594,435   $3,616,482   $2,563,299   $20,095,579   $19,227,429
                                                    ===========   ===========   ==========   ==========   ===========   ===========


                        See Notes to Financial Statements


                                      -26-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                  STATEMENT OF CHANGES IN NET ASSETS- CONTINUED
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


                                                                                                          CITISTREET DIVERSIFIED
                                                       MONEY MARKET PORTFOLIO     AIM V.I. VALUE FUND           BOND FUND
                                                    ---------------------------   -------------------   --------------------------
                                                        2001           2000           2001     2000        2001            2000
                                                    ------------   ------------     --------   ----     -----------    -----------
OPERATIONS:
   Net investment income (loss) .................   $    386,265   $    447,025     $    (64)  $--      $ 1,235,023    $   416,132
   Realized gain (loss) .........................             --             --        1,671    --           90,316            (53)
   Change in unrealized gain (loss)
      on investments ............................             --             --         (381)   --          404,394        674,976
                                                    ------------   ------------     --------   ---      -----------    -----------

   Net increase (decrease) in net assets
      resulting from operations .................        386,265        447,025        1,226    --        1,729,733      1,091,055
                                                    ------------   ------------     --------   ---      -----------    -----------

UNIT TRANSACTIONS:
   Participant purchase payments ................      9,533,397     16,490,403       95,808    --       19,772,256     10,493,586
   Participant transfers from other
      Travelers accounts ........................     10,272,892      4,911,492        4,820    --       20,291,991        438,588
   Administrative and asset allocation charges ..             --             --           --    --         (224,192)       (42,067)
   Contract surrenders ..........................     (1,636,022)      (375,198)     (10,323)   --       (1,821,327)      (270,694)
   Participant transfers to other
      Travelers accounts ........................    (13,360,631)   (13,070,718)        (487)   --       (4,609,000)      (305,947)
   Other payments to participants ...............           (129)        17,809           --    --          (53,922)            78
                                                    ------------   ------------     --------   ---      -----------    -----------

      Net increase (decrease) in net assets
         resulting from unit transactions .......      4,809,507      7,973,788       89,818    --       33,355,806     10,313,544
                                                    ------------   ------------     --------   ---      -----------    -----------

         Net increase (decrease) in net assets ..      5,195,772      8,420,813       91,044    --       35,085,539     11,404,599

NET ASSETS:
   Beginning of year ............................     14,179,181      5,758,368           --    --       15,083,603      3,679,004
                                                    ------------   ------------     --------   ---      -----------    -----------
   End of year ..................................   $ 19,374,953   $ 14,179,181     $ 91,044   $--      $50,169,142    $15,083,603
                                                    ============   ============     ========   ===      ===========    ===========


                        See Notes to Financial Statements


                                      -27-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                 STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


CITISTREET INTERNATIONAL     CITISTREET LARGE COMPANY    CITISTREET SMALL COMPANY
      STOCK FUND                   STOCK FUND                 STOCK FUND             GLOBAL HIGH-YIELD BOND FUND
- -------------------------   -------------------------   --------------------------   ---------------------------
   2001           2000         2001           2000         2001           2000            2001          2000
- -----------   -----------   -----------   -----------   -----------   ------------    -----------   ----------

$     8,778   $   (36,249)  $   (79,983)  $      (110)  $  (191,885)  $   (116,527)   $   690,573   $  244,673
  2,335,467       375,203     1,369,482       652,697     5,280,844        473,134       (998,086)      (5,719)

 (6,050,201)   (1,260,369)   (5,138,636)   (2,923,630)   (4,916,040)        41,316        412,490     (452,227)
- -----------   -----------   -----------   -----------   -----------   ------------    -----------   ----------


 (3,705,956)     (921,415)   (3,849,137)   (2,271,043)      172,919        397,923        104,977     (213,273)
- -----------   -----------   -----------   -----------   -----------   ------------    -----------   ----------


  8,690,201    11,530,078    13,753,564    16,756,956     6,925,499     11,441,006        612,472    3,520,590

  7,065,841       446,023     3,598,653       426,878       847,118        419,867         55,263       90,527
   (101,595)      (41,709)     (152,145)      (63,081)      (93,377)       (42,485)        (7,641)     (15,392)
   (776,614)     (254,374)   (1,141,268)     (349,538)     (794,012)      (251,894)       (68,932)    (133,335)

 (2,900,860)     (541,900)   (1,070,963)     (564,902)   (4,747,033)      (427,114)    (5,148,859)    (290,047)
    (21,422)       (1,046)      (38,142)        3,003       (20,892)        (4,485)        (2,906)      (8,538)
- -----------   -----------   -----------   -----------   -----------   ------------    -----------   ----------


 11,955,551    11,137,072    14,949,699    16,209,316     2,117,303     11,134,895     (4,560,603)   3,163,805
- -----------   -----------   -----------   -----------   -----------   ------------    -----------   ----------

  8,249,595    10,215,657    11,100,562    13,938,273     2,290,222     11,532,818     (4,455,626)   2,950,532


 14,656,600     4,440,943    19,816,974     5,878,701    15,411,541      3,878,723      4,455,626    1,505,094
- -----------   -----------   -----------   -----------   -----------   ------------    -----------   ----------
$22,906,195   $14,656,600   $30,917,536   $19,816,974   $17,701,763   $ 15,411,541    $        --   $4,455,626
===========   ===========   ===========   ===========   ===========   ============    ===========   ==========


                        See Notes to Financial Statements


                                      -28-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                 STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


                                                         INTERMEDIATE-TERM           CREDIT SUISSE TRUST
                                                             BOND FUND            EMERGING MARKETS PORTFOLIO        REIT SERIES
                                                    --------------------------    --------------------------   --------------------
                                                        2001           2000           2001         2000           2001       2000
                                                    ------------   -----------     ----------   ----------     ---------   --------
OPERATIONS:
   Net investment income (loss) .................   $    960,716   $   300,363     $  (15,998)  $  (20,919)    $   3,525   $   (290)
   Realized gain (loss) .........................       (519,597)       (1,924)      (103,847)      19,894         9,561       (313)
   Change in unrealized gain (loss)
      on investments ............................       (122,543)      121,968        (23,121)    (729,814)       41,655     41,326
                                                    ------------   -----------     ----------   ----------     ---------   --------

      Net increase (decrease) in net assets
         resulting from operations ..............        318,576       420,407       (142,966)    (730,839)       54,741     40,723
                                                    ------------   -----------     ----------   ----------     ---------   --------

UNIT TRANSACTIONS:
   Participant purchase payments ................      2,221,003     7,326,754         36,531    1,358,881       362,686    339,694
   Participant transfers from other
      Travelers accounts ........................        331,217       355,699         51,349      194,928       154,661     93,278
   Administrative and asset allocation charges ..        (17,707)      (32,416)            --           --            --         --
   Contract surrenders ..........................       (273,262)     (281,305)       (91,566)      (9,203)      (18,004)    (5,374)
   Participant transfers to other
      Travelers accounts ........................    (13,273,619)     (168,060)      (139,912)    (260,579)     (113,897)   (19,490)
   Other payments to participants ...............        (18,391)        9,066         (2,616)          --            --         --
                                                    ------------   -----------     ----------   ----------     ---------   --------

      Net increase (decrease) in net assets
         resulting from unit transactions .......    (11,030,759)    7,209,738       (146,214)   1,284,027       385,446    408,108
                                                    ------------   -----------     ----------   ----------     ---------   --------

         Net increase (decrease) in net assets ..    (10,712,183)    7,630,145       (289,180)     553,188       440,187    448,831

NET ASSETS:
   Beginning of year ............................     10,712,183     3,082,038      1,481,831      928,643       470,000     21,169
                                                    ------------   -----------     ----------   ----------     ---------   --------
   End of year ..................................   $         --   $10,712,183     $1,192,651   $1,481,831     $ 910,187   $470,000
                                                    ============   ===========     ==========   ==========     =========   ========


                        See Notes to Financial Statements


                                      -29-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                 STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


                         DREYFUS APPRECIATION PORTFOLIO -     SMALL CAP PORTFOLIO -
SMALL CAP VALUE SERIES           INITIAL CLASS                     INITIAL CLASS       APPRECIATION PORTFOLIO
- ----------------------   --------------------------------   ------------------------   ----------------------
   2001        2000             2001         2000              2001         2000            2001     2000
- ----------   --------        ----------   ----------        ----------   -----------      --------   ----

$   (4,113)  $   (397)       $  (20,497)  $  (18,923)       $  (68,312)  $   (26,595)     $   (381)  $--
     6,384      1,494           (90,896)      82,927           406,735     3,421,852            11    --

    91,435     50,380          (528,806)    (142,145)         (967,736)   (3,169,790)        8,499    --
- ----------   --------        ----------   ----------        ----------   -----------      --------   ---


    93,706     51,477          (640,199)     (78,141)         (629,313)      225,467         8,129    --
- ----------   --------        ----------   ----------        ----------   -----------      --------   ---


   683,874    174,610         1,094,266    2,985,718         2,490,982     6,049,118       115,938    --

   293,222      6,542           209,655      487,843           606,816       670,760        39,526    --
        --         --                --           --                --            --            --    --
   (10,968)    (7,155)         (193,811)     (72,886)         (184,469)      (78,019)           --    --

  (113,560)   (22,595)         (547,700)    (609,882)         (604,421)     (204,009)           --    --
        --    (10,610)             (193)      (1,079)           (7,788)      (12,258)           --    --
- ----------   --------        ----------   ----------        ----------   -----------      --------   ---


   852,568    140,792           562,217    2,789,714         2,301,120     6,425,592       155,464    --
- ----------   --------        ----------   ----------        ----------   -----------      --------   ---

   946,274    192,269           (77,982)   2,711,573         1,671,807     6,651,059       163,593    --


   374,663    182,394         5,611,550    2,899,977         8,016,805     1,365,746            --    --
- ----------   --------        ----------   ----------        ----------   -----------      --------   ---
$1,320,937   $374,663        $5,533,568   $5,611,550        $9,688,612   $ 8,016,805      $163,593   $--
==========   ========        ==========   ==========        ==========   ===========      ========   ===


                        See Notes to Financial Statements


                                      -30-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                 STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


                                                     EQUITY INDEX PORTFOLIO -    FUNDAMENTAL VALUE   AGGRESSIVE GROWTH PORTFOLIO -
                                                         CLASS II SHARES             PORTFOLIO              SERVICE SHARES
                                                    -------------------------   ------------------   -----------------------------
                                                       2001          2000          2001      2000           2001     2000
                                                    -----------   -----------   ----------   ----          -------   ----
OPERATIONS:
   Net investment income (loss) .................   $   (92,950)  $  (120,955)  $   (5,410)   $--          $  (126)  $--
   Realized gain (loss) .........................      (262,674)       29,087       47,409     --               (6)   --
   Change in unrealized gain (loss)
      on investments ............................    (2,211,448)   (1,499,227)      23,059     --              739    --
                                                    -----------   -----------   ----------    ---          -------   ---

      Net increase (decrease) in net assets
         resulting from operations ..............    (2,567,072)   (1,591,095)      65,058     --              607    --
                                                    -----------   -----------   ----------    ---          -------   ---

UNIT TRANSACTIONS:
   Participant purchase payments ................     4,085,243    11,527,274    2,133,694     --           53,071    --
   Participant transfers from other
      Travelers accounts ........................       738,245     1,089,116      380,354     --            5,000    --
   Administrative and asset allocation charges...            --            --           --     --               --    --
   Contract surrenders ..........................      (591,859)     (356,305)     (12,480)    --               --    --
   Participant transfers to other
      Travelers accounts ........................    (1,106,386)     (648,631)      (6,750)    --               --    --
   Other payments to participants ...............       (66,635)       50,918           --     --               --    --
                                                    -----------   -----------   ----------    ---          -------   ---

      Net increase (decrease) in net assets
         resulting from unit transactions .......     3,058,608    11,662,372    2,494,818     --           58,071    --
                                                    -----------   -----------   ----------    ---          -------   ---

         Net increase (decrease) in net assets...       491,536    10,071,277    2,559,876     --           58,678    --

NET ASSETS:
   Beginning of year ............................    17,025,661     6,954,384           --     --               --    --
                                                    -----------   -----------   ----------    ---          -------   ---
   End of year ..................................   $17,517,197   $17,025,661   $2,559,876    $--          $58,678   $--
                                                    ===========   ===========   ==========    ===          =======   ===


                        See Notes to Financial Statements


                                      -31-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                 STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


BALANCED PORTFOLIO - SERVICE   WORLDWIDE GROWTH PORTFOLIO -
        SHARES                     SERVICE SHARES              EQUITY PORTFOLIO     TOTAL RETURN BOND PORTFOLIO
- ----------------------------   ----------------------------   -------------------   ---------------------------
         2001     2000              2001          2000          2001       2000             2001     2000
       --------   ----          -----------   -----------     --------   --------         --------   ----

       $  1,888    $--          $   (66,700)  $   (13,747)    $ (2,158)  $ (1,011)        $  2,040    $--
         (1,211)    --             (254,283)      144,259        1,455     14,656            5,395     --

          3,220     --           (1,591,368)   (1,396,585)     (29,340)     6,404           (5,877)    --
       --------    ---          -----------   -----------     --------   --------         --------    ---


          3,897     --           (1,912,351)   (1,266,073)     (30,043)    20,049            1,558     --
       --------    ---          -----------   -----------     --------   --------         --------    ---


        256,785     --            1,914,626     8,264,467      107,981     33,163          133,054     --

         50,961     --              204,948       660,869       52,681     29,732          214,836     --
             --     --                   --            --           --         --               --     --
         (2,199)    --             (190,040)      (49,331)          --         --           (1,523)    --

        (32,579)    --             (595,867)     (334,610)      (4,347)   (10,000)         (72,254)    --
             --     --              (23,211)           --           --         --               --     --
       --------    ---          -----------   -----------     --------   --------         --------    ---


        272,968     --            1,310,456     8,541,395      156,315     52,895          274,113     --
       --------    ---          -----------   -----------     --------   --------         --------    ---

        276,865     --             (601,895)    7,275,322      126,272     72,944          275,671     --


             --     --            7,275,322            --      212,330    139,386               --     --
       --------    ---          -----------   -----------     --------   --------         --------    ---
       $276,865    $--          $ 6,673,427   $ 7,275,322     $338,602   $212,330         $275,671    $--
       ========    ===          ===========   ===========     ========   ========         ========    ===


                        See Notes to Financial Statements


                                      -32-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                 STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


                                                    PUTNAM VT INTERNATIONAL GROWTH   PUTNAM VT SMALL VALUE     PUTNAM VT VOYAGER II
                                                       FUND - CLASS IB SHARES        FUND - CLASS IB SHARES   FUND - CLASS IB SHARES
                                                    ------------------------------   ----------------------   ----------------------
                                                              2001     2000               2001     2000            2001  2000
                                                            --------   ----             --------   ----            ----  ----
OPERATIONS:
   Net investment income (loss) .................           $   (494)   $--             $ (1,234)   $--            $ --   $--
   Realized gain (loss) .........................              4,130     --               (3,448)    --              --    --
   Change in unrealized gain (loss)
      on investments ............................              3,672     --               33,821     --              --    --
                                                            --------    ---             --------    ---            ----   ---

      Net increase (decrease) in net assets
         resulting from operations ..............              7,308     --               29,139     --              --    --
                                                            --------    ---             --------    ---            ----   ---

UNIT TRANSACTIONS:
   Participant purchase payments ................             90,127     --              217,254     --              --    --
   Participant transfers from other
      Travelers accounts ........................            650,731     --              265,446     --             336    --
   Administrative and asset allocation charges...                 --     --                   --     --              --    --
      Contract surrenders .......................               (305)    --                 (316)    --              --    --
   Participant transfers to other
      Travelers accounts ........................           (631,899)    --              (85,537)    --              --    --
   Other payments to participants ...............                 --     --                   --     --              --    --
                                                            --------    ---             --------    ---            ----   ---

      Net increase (decrease) in net assets
         resulting from unit transactions .......            108,654     --              396,847     --             336    --
                                                            --------    ---             --------    ---            ----   ---

         Net increase (decrease) in net assets...            115,962     --              425,986     --             336    --

NET ASSETS:
   Beginning of year ............................                 --     --                   --     --              --    --
                                                            --------    ---             --------    ---            ----   ---
   End of year ..................................           $115,962    $--             $425,986    $--            $336   $--
                                                            ========    ===             ========    ===            ====   ===


                        See Notes to Financial Statements


                                      -33-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                 STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


      CAPITAL FUND             INVESTORS FUND       SMALL CAP GROWTH FUND    TOTAL RETURN FUND
- -----------------------   -----------------------   ---------------------   -------------------
   2001        2000          2001         2000          2001     2000         2001       2000
- ----------   ----------   ----------   ----------     --------   ----       --------   --------

$  (33,662)  $  (10,973)  $   (9,382)  $   (1,116)    $   (375)   $--       $  3,558   $  4,909
   107,722      328,103       25,667       69,152          (20)    --           (439)        80

   (62,550)      87,076     (171,983)      90,341       10,783     --         (6,894)     9,070
- ----------   ----------   ----------   ----------     --------    ---       --------   --------


    11,510      404,206     (155,698)     158,377       10,388     --         (3,775)    14,059
- ----------   ----------   ----------   ----------     --------    ---       --------   --------


 3,686,720    3,429,748    1,709,372    1,096,845       64,612     --        106,511     92,356

   933,244      422,479      510,405      152,562       46,122     --         60,017     20,000
        --           --           --           --           --     --             --         --
  (379,396)     (76,618)     (84,631)     (45,419)      (2,198)    --        (27,601)   (15,566)

  (397,811)    (122,937)    (239,853)     (56,513)          --     --        (21,582)   (37,974)
    (3,968)     (13,480)          --           --           --     --             --         --
- ----------   ----------   ----------   ----------     --------    ---       --------   --------


 3,838,789    3,639,192    1,895,293    1,147,475      108,536     --        117,345     58,816
- ----------   ----------   ----------   ----------     --------    ---       --------   --------

 3,850,299    4,043,398    1,739,595    1,305,852      118,924     --        113,570     72,875


 5,762,883    1,719,485    2,033,249      727,397           --     --        236,332    163,457
- ----------   ----------   ----------   ----------     --------    ---       --------   --------
$9,613,182   $5,762,883   $3,772,844   $2,033,249     $118,924    $--       $349,902   $236,332
==========   ==========   ==========   ==========     ========    ===       ========   ========


                        See Notes to Financial Statements


                                      -34-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                 STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


                                                                        SMITH BARNEY
                                                                          PREMIER
                                                      SMITH BARNEY       SELECTIONS
                                                     LARGE CAP CORE    ALL CAP GROWTH    STRONG MULTI CAP
                                                       PORTFOLIO         PORTFOLIO        VALUE FUND II
                                                     --------------   ---------------   -------------------
                                                       2001    2000     2001     2000     2001       2000
                                                     -------   ----   --------   ----   --------   --------
OPERATIONS:
   Net investment income (loss) ..................   $  (305)  $--    $    (63)  $--    $ (4,410)  $   (965)
   Realized gain (loss) ..........................      (387)   --      (1,301)   --      (2,071)        32
   Change in unrealized gain (loss)
      on investments .............................    (1,522)   --        (405)   --      14,623     12,480
                                                     -------   ---    --------   ---    --------   --------

      Net increase (decrease) in net assets
         resulting from operations ...............    (2,214)   --      (1,769)   --       8,142     11,547
                                                     -------   ---    --------   ---    --------   --------

UNIT TRANSACTIONS:
   Participant purchase payments .................    78,035    --       5,532    --     175,809    110,334
   Participant transfers from other
      Travelers accounts .........................     1,600    --      20,000    --      77,918     16,041
   Administrative and asset allocation charges ...        --    --          --    --          --         --
   Contract surrenders ...........................        --    --          --    --      (6,188)        --
   Participant transfers to other
      Travelers accounts .........................        --    --     (18,455)   --     (26,781)        --
   Other payments to participants ................        --    --          --    --          --         --
                                                     -------   ---    --------   ---    --------   --------

      Net increase (decrease) in net assets
         resulting from unit transactions ........    79,635    --       7,077    --     220,758    126,375
                                                     -------   ---    --------   ---    --------   --------

         Net increase (decrease) in net assets ...    77,421    --       5,308    --     228,900    137,922

NET ASSETS:
      Beginning of year ..........................        --    --          --    --     243,969    106,047
                                                     -------   ---    --------   ---    --------   --------
      End of year ................................   $77,421   $--    $  5,308   $--    $472,869   $243,969
                                                     =======   ===    ========   ===    ========   ========


                        See Notes to Financial Statements


                                      -35-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                 STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


 MONTGOMERY VARIABLE
       SERIES:            DISCIPLINED MID CAP       DISCIPLINED SMALL
    GROWTH FUND            STOCK PORTFOLIO         CAP STOCK PORTFOLIO   EQUITY INCOME PORTFOLIO
- ---------------------   -----------------------   --------------------   -----------------------
  2001        2000         2001         2000         2001       2000        2001         2000
- ---------   ---------   ----------   ----------   ---------   --------   ----------   ----------

$  20,961   $  (7,598)  $  (32,522)  $   (9,731)  $  (3,894)  $ (2,600)  $       15   $    7,390
   (3,745)     60,705      231,097       34,889     (66,955)    15,425       (1,198)     (25,014)

 (194,779)   (147,542)    (324,897)      34,468      10,763    (15,743)    (457,349)     390,738
- ---------   ---------   ----------   ----------   ---------   --------   ----------   ----------


 (177,563)    (94,435)    (126,322)      59,626     (60,086)    (2,918)    (458,532)     373,114
- ---------   ---------   ----------   ----------   ---------   --------   ----------   ----------


  (13,982)    242,739    1,697,330    1,985,993      87,771    326,457    2,591,961    2,508,107

   15,418      31,613      495,071      352,934      82,496     76,773      403,053      238,427
       --          --           --           --          --         --           --           --
  (70,200)     (2,856)     (40,455)     (62,417)    (17,312)    (2,434)    (446,285)    (107,514)

  (57,795)    (16,490)    (448,073)     (26,403)   (499,247)   (39,609)    (237,193)    (273,118)
       --     (10,027)          --           --        (609)       891         (109)     (11,074)
- ---------   ---------   ----------   ----------   ---------   --------   ----------   ----------


 (126,559)    244,979    1,703,873    2,250,107    (346,901)   362,078    2,311,427    2,354,828
- ---------   ---------   ----------   ----------   ---------   --------   ----------   ----------

 (304,122)    150,544    1,577,551    2,309,733    (406,987)   359,160    1,852,895    2,727,942


  860,881     710,337    2,457,942      148,209     406,987     47,827    5,454,239    2,726,297
- ---------   ---------   ----------   ----------   ---------   --------   ----------   ----------
$ 556,759   $ 860,881   $4,035,493   $2,457,942   $      --   $406,987   $7,307,134   $5,454,239
=========   =========   ==========   ==========   =========   ========   ==========   ==========


                        See Notes to Financial Statements


                                      -36-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                 STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


                                                       FEDERATED STOCK                                 LAZARD INTERNATIONAL
                                                          PORTFOLIO          LARGE CAP PORTFOLIO          STOCK PORTFOLIO
                                                     -------------------   -------------------------   --------------------
                                                       2001       2000        2001           2000        2001        2000
                                                     --------   --------   -----------   -----------   ---------   --------
OPERATIONS:
   Net investment income (loss) ..................   $    466   $   (411)  $   (65,016)  $   (72,819)  $  (3,502)  $  2,302
   Realized gain (loss) ..........................     25,179     16,147      (347,708)      559,249     (42,711)     5,563
   Change in unrealized gain (loss)
      on investments .............................    (21,904)       371    (1,405,548)   (2,026,562)    (61,783)   (43,371)
                                                     --------   --------   -----------   -----------   ---------   --------

      Net increase (decrease) in net assets
         resulting from operations ...............      3,741     16,107    (1,818,272)   (1,540,132)   (107,996)   (35,506)
                                                     --------   --------   -----------   -----------   ---------   --------

UNIT TRANSACTIONS:
   Participant purchase payments .................    143,340    161,319     1,667,806     7,451,765      34,226    345,629
   Participant transfers from other
      Travelers accounts .........................    146,656     23,623       175,727       483,041     544,481     26,574
   Administrative and asset allocation charges ...         --         --            --            --          --         --
   Contract surrenders ...........................     (2,977)    (7,334)     (495,827)     (162,734)    (13,457)   (18,824)
   Participant transfers to other
      Travelers accounts .........................    (22,096)   (24,755)     (648,238)     (635,900)   (536,531)   (90,763)
   Other payments to participants ................         --         --       (28,240)           --         (75)      (495)
                                                     --------   --------   -----------   -----------   ---------   --------

      Net increase (decrease) in net assets
         resulting from unit transactions ........    264,923    152,853       671,228     7,136,172      28,644    262,121
                                                     --------   --------   -----------   -----------   ---------   --------

         Net increase (decrease) in net assets ...    268,664    168,960    (1,147,044)    5,596,040     (79,352)   226,615

NET ASSETS:
      Beginning of year ..........................    497,961    329,001     9,346,186     3,750,146     383,772    157,157
                                                     --------   --------   -----------   -----------   ---------   --------
      End of year ................................   $766,625   $497,961   $ 8,199,142   $ 9,346,186   $ 304,420   $383,772
                                                     ========   ========   ===========   ===========   =========   ========


                        See Notes to Financial Statements


                                      -37-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                 STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


 MFS EMERGING
    GROWTH              MFS MID CAP                                      SOCIAL AWARENESS
  PORTFOLIO          GROWTH PORTFOLIO       MFS RESEARCH PORTFOLIO       STOCK PORTFOLIO
- -------------   ------------------------   -----------------------   -----------------------
 2001    2000      2001          2000         2001         2000         2001         2000
- ------   ----   -----------   ----------   ----------   ----------   ----------   ----------

$  (18)  $--    $  (101,477)  $  (56,450)  $  (14,352)  $   (7,675)  $  (34,858)  $  (23,759)
   784    --      1,440,261      279,405       51,354       15,836      (70,400)      52,702

  (863)   --     (3,822,523)    (685,140)    (373,693)    (145,298)    (671,569)     (72,786)
- ------   ---    -----------   ----------   ----------   ----------   ----------   ----------


   (97)   --     (2,483,739)    (462,185)    (336,691)    (137,137)    (776,827)     (43,843)
- ------   ---    -----------   ----------   ----------   ----------   ----------   ----------


 3,477    --      1,572,654    7,678,423       16,419    1,295,630    1,147,868    2,616,814

 5,000    --        552,419      812,348       37,392      148,059      202,700      330,377
    --    --             --           --           --           --           --           --
    --    --       (155,983)     (37,187)     (38,744)     (11,302)    (163,036)     (54,232)

    --    --       (748,872)     (97,051)     (15,367)     (73,981)    (395,306)    (511,078)
    --    --         (8,145)      33,189           --           --           --       10,777
- ------   ---    -----------   ----------   ----------   ----------   ----------   ----------


 8,477    --      1,212,073    8,389,722         (300)   1,358,406      792,226    2,392,658
- ------   ---    -----------   ----------   ----------   ----------   ----------   ----------

 8,380    --     (1,271,666)   7,927,537     (336,991)   1,221,269       15,399    2,348,815


    --    --      8,794,207      866,670    1,426,211      204,942    4,455,960    2,107,145
- ------   ---    -----------   ----------   ----------   ----------   ----------   ----------
$8,380   $--    $ 7,522,541   $8,794,207   $1,089,220   $1,426,211   $4,471,359   $4,455,960
======   ===    ===========   ==========   ==========   ==========   ==========   ==========


                        See Notes to Financial Statements


                                      -38-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                 STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


                                                       STRATEGIC STOCK PORTFOLIO   TRAVELERS QUALITY BOND PORTFOLIO
                                                       -------------------------   --------------------------------
                                                            2001       2000               2001         2000
                                                         ---------   --------          ----------   ----------
OPERATIONS:
   Net investment income (loss) ....................     $   5,714   $  1,483          $   89,179   $   72,405
   Realized gain (loss) ............................        (9,218)    11,352              47,705        1,908
   Change in unrealized gain (loss)
      on investments ...............................       (11,105)    11,316              13,737       58,074
                                                         ---------   --------          ----------   ----------

      Net increase (decrease) in net assets
         resulting from operations .................       (14,609)    24,151             150,621      132,387
                                                         ---------   --------          ----------   ----------

UNIT TRANSACTIONS:
   Participant purchase payments ...................        57,165    102,888           2,852,665    1,996,032
   Participant transfers from other
      Travelers accounts ...........................           698     17,200             973,752      297,940
   Administrative and asset allocation charges .....            --         --                  --           --
   Contract surrenders .............................       (15,331)    (3,733            (219,681)     (91,181
   Participant transfers to other
      Travelers accounts ...........................      (228,083)   (10,971            (947,777)    (776,058
   Other payments to participants ..................            --         --              (1,873)     (30,071
                                                         ---------   --------          ----------   ----------

      Net increase (decrease) in net assets
         resulting from unit transactions ..........      (185,551)   105,384           2,657,086    1,396,662
                                                         ---------   --------          ----------   ----------

         Net increase (decrease) in net assets .....      (200,160)   129,535           2,807,707    1,529,049

NET ASSETS:
   Beginning of year ...............................       200,160     70,625           3,047,015    1,517,966
                                                         ---------   --------          ----------   ----------
   End of year .....................................     $      --   $200,160          $5,854,722   $3,047,015
                                                         =========   ========          ==========   ==========

                                                       U.S. GOVERNMENT SECURITIES
                                                               PORTFOLIO
                                                       --------------------------
                                                           2001         2000
                                                        ----------   ----------
OPERATIONS:
   Net investment income (loss) ....................    $  161,767   $   56,776
   Realized gain (loss) ............................        25,636        3,916
   Change in unrealized gain (loss)
      on investments ...............................        39,457      165,841
                                                        ----------   ----------

      Net increase (decrease) in net assets
         resulting from operations .................       226,860      226,533
                                                        ----------   ----------

UNIT TRANSACTIONS:
   Participant purchase payments ...................     2,821,299    2,093,734
   Participant transfers from other
      Travelers accounts ...........................     1,520,380      393,644
   Administrative and asset allocation charges .....            --           --
   Contract surrenders .............................      (248,435)     (44,736)
   Participant transfers to other
      Travelers accounts ...........................      (755,129)    (387,958)
   Other payments to participants ..................          (110)     (30,152)
                                                        ----------   ----------

      Net increase (decrease) in net assets
         resulting from unit transactions ..........     3,338,005    2,024,532
                                                        ----------   ----------

         Net increase (decrease) in net assets .....     3,564,865    2,251,065

NET ASSETS:
   Beginning of year ...............................     3,424,229    1,173,164
                                                        ----------   ----------
   End of year .....................................    $6,989,094   $3,424,229
                                                        ==========   ==========


                        See Notes to Financial Statements


                                      -39-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                 STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


                           AIM CAPITAL APPRECIATION
  UTILITIES PORTFOLIO             PORTFOLIO           ALLIANCE GROWTH PORTFOLIO   MFS TOTAL RETURN PORTFOLIO
- ------------------------   ------------------------   -------------------------   --------------------------
   2001          2000             2001   2000             2001          2000          2001         2000
- -----------   ----------         -----   ----         -----------   -----------    ----------   ----------

$    22,073   $    8,163         $  --    $--         $  (159,640)  $  (150,963)   $  110,233   $   14,307
    117,024        2,502            16     --           1,924,512     1,027,717       233,151       41,636

 (1,108,982)     262,821            --     --          (4,184,242)   (4,175,283)     (387,592)     211,086
- -----------   ----------         -----    ---         -----------   -----------    ----------   ----------


   (969,885)     273,486            16     --          (2,419,370)   (3,298,529)      (44,208)     267,029
- -----------   ----------         -----    ---         -----------   -----------    ----------   ----------


  1,037,711    2,123,241            --     --           2,543,532    11,773,513     4,412,505    2,516,034

    575,843      298,117           500     --             363,295     1,315,323     1,272,456      178,856
         --           --            --     --                  --            --            --           --
    (80,408)     (17,941)          (25)    --            (484,776)     (115,621)     (333,290)     (69,344)

   (521,317)     (45,340)         (491)    --          (1,015,588)     (567,381)     (762,223)     (65,588)
         --           --            --     --             (41,121)       72,934       (22,795)          --
- -----------   ----------         -----    ---         -----------   -----------    ----------   ----------


  1,011,829    2,358,077           (16)    --           1,365,342    12,478,768     4,566,653    2,559,958
- -----------   ----------         -----    ---         -----------   -----------    ----------   ----------

     41,944    2,631,563            --     --          (1,054,028)    9,180,239     4,522,445    2,826,987


  3,090,016      458,453            --     --          15,856,825     6,676,586     3,698,318      871,331
- -----------   ----------         -----    ---         -----------   -----------    ----------   ----------
$ 3,131,960   $3,090,016         $  --    $--         $14,802,797   $15,856,825    $8,220,763   $3,698,318
===========   ==========         =====    ===         ===========   ===========    ==========   ==========


                        See Notes to Financial Statements


                                      -40-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                 STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


                                                    PUTNAM DIVERSIFIED    SMITH BARNEY AGGRESSIVE     SMITH BARNEY HIGH
                                                     INCOME PORTFOLIO         GROWTH PORTFOLIO        INCOME PORTFOLIO
                                                    -------------------   -----------------------   --------------------
                                                      2001       2000          2001      2000          2001       2000
                                                    --------   --------     ----------   ----       ---------   --------
OPERATIONS:
   Net investment income (loss) .................   $ 31,473   $ 20,435     $  (10,657)  $--        $  32,333   $ 13,881
   Realized gain (loss) .........................     (5,249)      (254)           207    --          (19,942)    (4,195)
   Change in unrealized gain (loss)
      on investments ............................    (15,806)   (24,944)       133,882    --          (33,955)   (32,287)
                                                    --------   --------     ----------   ---        ---------   --------

   Net increase (decrease) in net assets
      resulting from operations .................     10,418     (4,763)       123,432    --          (21,564)   (22,601)
                                                    --------   --------     ----------   ---        ---------   --------

UNIT TRANSACTIONS:
   Participant purchase payments ................    146,438     37,410      2,630,820    --          109,070    152,935
   Participant transfers from other
      Travelers accounts ........................     88,520     93,878        530,470    --           62,651     28,315
   Administrative and asset allocation charges ..         --         --             --    --               --         --
   Contract surrenders ..........................    (12,718)    (3,008)       (12,592)   --           (3,948)   (10,544)
   Participant transfers to other
      Travelers accounts ........................    (46,889)        --        (43,329)   --         (110,510)   (53,238)
   Other payments to participants ...............         --         --        (21,127)   --               --         --
                                                    --------   --------     ----------   ---        ---------   --------

      Net increase (decrease) in net assets
         resulting from unit transactions .......    175,351    128,280      3,084,242    --           57,263    117,468
                                                    --------   --------     ----------   ---        ---------   --------

Net increase (decrease) in net assets ...........    185,769    123,517      3,207,674    --           35,699     94,867

NET ASSETS:
      Beginning of year .........................    313,654    190,137             --    --          270,043    175,176
                                                    --------   --------     ----------   ---        ---------   --------

      End of year ...............................   $499,423   $313,654     $3,207,674   $--        $ 305,742   $270,043
                                                    ========   ========     ==========   ===        =========   ========


                        See Notes to Financial Statements


                                      -41-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                 STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


SMITH BARNEY INTERNATIONAL ALL   SMITH BARNEY LARGE CAPITALIZATION   ENTERPRISE PORTFOLIO   SMITH BARNEY SMALL CAP GROWTH
     CAP GROWTH PORTFOLIO                GROWTH PORTFOLIO              -CLASS II SHARES         OPPORTUNITIES PORTFOLIO
- ------------------------------   ---------------------------------   --------------------   -----------------------------
      2001         2000                 2001         2000                2001    2000                2001     2000
  -----------   -----------          ----------   ----------            ------   ----              --------   ----

  $   (37,956)  $   (19,147)         $  (79,770)  $  (69,158)           $  (10)   $--              $   (205)   $--
     (583,897)     (140,058)            (93,582)      20,594                --     --                   262     --

     (667,403)     (863,239)           (812,682)    (661,470)              239     --                   578     --
  -----------   -----------          ----------   ----------            ------    ---              --------    ---

   (1,289,256)   (1,022,444)           (986,034)    (710,034)              229     --                   635     --
  -----------   -----------          ----------   ----------            ------    ---              --------    ---


      383,605     3,523,109             679,165    4,324,310             4,207     --                    --     --

    2,082,237     2,606,913             298,863      478,104                --     --                74,876     --
           --            --                  --           --                --     --                    --     --
      (63,461)      (76,666)           (277,671)    (104,790)               --     --                  (102)    --

   (2,314,522)   (2,730,274)           (343,594)    (231,044)               --     --               (51,216)    --
       (4,937)       50,452                (938)       1,186                --     --                    --     --
  -----------   -----------          ----------   ----------            ------    ---              --------    ---

       82,922     3,373,534             355,825    4,467,766             4,207     --                23,558     --
  -----------   -----------          ----------   ----------            ------    ---              --------    ---

   (1,206,334)    2,351,090            (630,209)   3,757,732             4,436     --                24,193     --


    3,877,600     1,526,510           7,040,629    3,282,897                --     --                    --     --
  -----------   -----------          ----------   ----------            ------    ---              --------    ---

  $ 2,671,266   $ 3,877,600          $6,410,420   $7,040,629            $4,436    $--              $ 24,193    $--
  ===========   ===========          ==========   ==========            ======    ===              ========    ===


                        See Notes to Financial Statements


                                      -42-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                 STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


                                                    ASSET MANAGER PORTFOLIO -   CONTRAFUND(R) PORTFOLIO -
                                                         SERVICE CLASS 2            SERVICE CLASS 2
                                                    -------------------------   -------------------------
                                                        2001         2000               2001    2000
                                                     ----------   ----------          -------   ----
OPERATIONS:
   Net investment income (loss) .................    $   34,165   $   (4,795)         $  (124)   $--
   Realized gain (loss) .........................        (9,504)        (545)          (1,353)    --
   Change in unrealized gain (loss)
      on investments ............................      (103,941)     (51,860)           1,458     --
                                                     ----------   ----------          -------    ---

      Net increase (decrease) in net assets
         resulting from operations ..............       (79,280)     (57,200)             (19)    --
                                                     ----------   ----------          -------    ---

UNIT TRANSACTIONS:
   Participant purchase payments ................       700,024    1,390,909           57,200     --
   Participant transfers from other
      Travelers accounts ........................        70,773       47,948           12,871     --
   Administrative and asset allocation charges...            --           --               --     --
   Contract surrenders ..........................       (94,941)      (7,524)              --     --
   Participant transfers to other
      Travelers accounts ........................       (91,559)      (8,173)              --
   Other payments to participants ...............            --           --               --     --
                                                     ----------   ----------          -------    ---

      Net increase (decrease) in net assets
         resulting from unit transactions .......       584,297    1,423,160           70,071     --
                                                     ----------   ----------          -------    ---

         Net increase (decrease) in net assets...       505,017    1,365,960           70,052     --


NET ASSETS:
      Beginning of year .........................     1,365,960           --               --     --
                                                     ----------   ----------          -------    ---
      End of year ...............................    $1,870,977   $1,365,960          $70,052    $--
                                                     ==========   ==========          =======    ===

                                                    DYNAMIC CAPITAL APPRECIATION
                                                     PORTFOLIO - SERVICE CLASS 2
                                                    ----------------------------
                                                             2001    2000
                                                           -------   ----
OPERATIONS:
   Net investment income (loss) .................          $   (16)   $--
   Realized gain (loss) .........................           (1,094)    --
   Change in unrealized gain (loss)
      on investments ...........................                --     --
                                                           -------    ---

      Net increase (decrease) in net assets
         resulting from operations ..............           (1,110)    --
                                                           -------    ---

UNIT TRANSACTIONS:
   Participant purchase payments ................               --     --
   Participant transfers from other
      Travelers accounts ........................           10,000     --
   Administrative and asset allocation charges...               --     --
   Contract surrenders ..........................               --     --
   Participant transfers to other
      Travelers accounts ........................           (8,890)    --
   Other payments to participants ...............               --     --
                                                           -------    ---

      Net increase (decrease) in net assets
         resulting from unit transactions .......            1,110     --
                                                           -------    ---

         Net increase (decrease) in net assets...               --     --


NET ASSETS:
      Beginning of year .........................               --     --
                                                           -------    ---
      End of year ...............................          $    --    $--
                                                           =======    ===


                        See Notes to Financial Statements


                                      -43-



                       THE TRAVELERS SEPARATE ACCOUNT SIX
                             FOR VARIABLE ANNUITIES

                 STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

MID CAP PORTFOLIO - SERVICE
        CLASS 2                        COMBINED
- ---------------------------   ---------------------------
       2001     2000              2001           2000
     --------   ----          ------------   ------------

     $   (273)   $--          $  3,013,450   $    938,392
          (91)    --            10,196,130      9,146,163

        3,649     --           (41,204,447)   (23,698,741)
     --------    ---          ------------   ------------


        3,285     --           (27,994,867)   (13,614,186)
     --------    ---          ------------   ------------


       90,742     --           118,811,325    198,929,531

       35,018     --            61,440,736     22,485,846
           --     --              (596,657)      (237,150)
          (81)    --           (13,604,266)    (4,084,344)

      (10,538)    --           (65,188,495)   (25,587,102)
           --     --              (501,643)       306,777
     --------    ---          ------------   ------------


      115,141     --           100,361,000    191,813,558
     --------    ---          ------------   ------------

      118,426     --            72,366,133    178,199,372



           --     --           255,714,261     77,514,889
     --------    ---          ------------   ------------
     $118,426    $--          $328,080,394   $255,714,261
     ========    ===          ============   ============

                        See Notes to Financial Statements


                                      -44-



                          NOTES TO FINANCIAL STATEMENTS

1.   SIGNIFICANT ACCOUNTING POLICIES


     The Travelers Separate Account Six for Variable Annuities ("Separate
     Account Six") is a separate account of The Travelers Life and Annuity
     Company ("Travelers Life"), which is a wholly owned subsidiary of The
     Travelers Insurance Company ("The Travelers"), an indirect wholly owned
     subsidiary of Citigroup Inc., and is available for funding certain variable
     annuity contracts issued by The Travelers. Separate Account Six is
     registered under the Investment Company Act of 1940, as amended, as a unit
     investment trust. Separate Account Six is comprised of the Travelers
     Retirement Account product.

     Participant purchase payments applied to Separate Account Six are invested
     in one or more sub-accounts in accordance with the selection made by the
     contract owner. As of December 31, 2001, the investments comprising
     Separate Account Six were:

     Capital Appreciation Fund, Massachusetts business trust, affiliate of The Travelers
     High Yield Bond Trust, Massachusetts business trust, affiliate of The Travelers
     Managed Assets Trust, Massachusetts business trust, affiliate of The Travelers
     Money Market Portfolio, Massachusetts business trust, affiliate of The Travelers
     AIM Variable Insurance Funds, Inc., Delaware business trust
        AIM V.I. Value Fund
     CitiStreet Funds, Inc., Massachusetts business trust, affiliate of The Travelers (formerly American Odyssey Funds, Inc.)
        CitiStreet Diversified Bond Fund (formerly Long-Term Bond Fund)
        CitiStreet International Stock Fund (formerly International Equity Fund)
        CitiStreet Large Company Stock Fund (formerly Core Equity Fund)
        CitiStreet Small Company Stock Fund (formerly Emerging Opportunities Fund)
     Credit Suisse Warburg Pincus Trust, Massachusetts business trust (formerly Warburg Pincus Trust Portfolio)
        Credit Suisse Trust Emerging Markets Portfolio (formerly Emerging Markets Portfolio)
     Delaware Group Premium Fund, Inc., Maryland business trust
        REIT Series
        Small Cap Value Series
     Dreyfus Variable Investment Fund, Maryland business trust
        Appreciation Portfolio - Initial Class
        Small Cap Portfolio - Initial Class
     Greenwich Street Series Fund, Massachusetts business trust, affiliate of The Travelers
        Appreciation Portfolio
        Equity Index Portfolio - Class II Shares
        Fundamental Value Portfolio (formerly Total Return Portfolio)
     Janus Aspen Series, Delaware business trust
        Aggressive Growth Portfolio - Service Shares
        Balanced Portfolio - Service Shares
        Worldwide Growth Portfolio - Service Shares
     OCC Accumulation Trust, Massachusetts business trust
        Equity Portfolio
     PIMCO Variable Insurance Trust, Massachusetts business trust
        Total Return Bond Portfolio
     Putnam Variable Trust, Massachusetts business trust
        Putnam VT International Growth Fund - Class IB Shares
        Putnam VT Small Cap Value Fund - Class IB Shares
        Putnam VT Voyager II Fund - Class IB Shares
     Salomon Brothers Variable Series Funds Inc., Maryland business trust, affiliate of The Travelers
        Capital Fund
        Investors Fund
        Small Cap Growth Fund
        Total Return Fund
     Smith Barney Investment Series, Massachusetts business trust, affiliate of The Travelers
        Smith Barney Large Cap Core Portfolio
        Smith Barney Premier Selections All Cap Growth Portfolio
     Strong Variable Insurance Funds, Inc., Wisconsin business trust
        Strong Multi Cap Value Fund II (formerly Strong Schaffer Value Fund II)



                                      -45-



                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

1.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


     The Montgomery Funds III, Delaware business trust
        Montgomery Variable Series: Growth Fund
     The Travelers Series Trust, Massachusetts business trust, affiliate of The Travelers
        Disciplined Mid Cap Stock Portfolio
        Equity Income Portfolio
        Federated Stock Portfolio
        Large Cap Portfolio
        Lazard International Stock Portfolio
        MFS Emerging Growth Portfolio
        MFS Mid Cap Growth Portfolio
        MFS Research Portfolio
        Social Awareness Stock Portfolio
        Travelers Quality Bond Portfolio
        U.S. Government Securities Portfolio
        Utilities Portfolio
     Travelers Series Fund Inc., Maryland business trust, affiliate of The Travelers
        AIM Capital Appreciation Portfolio
        Alliance Growth Portfolio
        MFS Total Return Portfolio
        Putnam Diversified Income Portfolio
        Smith Barney Aggressive Growth Portfolio
        Smith Barney High Income Portfolio
        Smith Barney International All Cap Growth Portfolio (formerly Smith Barney International Equity Portfolio)
        Smith Barney Large Capitalization Growth Portfolio
     Van Kampen Life Investment Trust, Delaware business trust
        Emerging Growth Portfolio Class II Shares *
        Enterprise Portfolio - Class II Shares
     Variable Annuity Portfolios, Massachusetts business trust, affiliate of The Travelers
        Smith Barney Small Cap Growth Opportunities Portfolio
     Variable Insurance Products Fund II, Massachusetts business trust
        Asset Manager Portfolio - Service Class 2
        Contrafund(R) Portfolio - Service Class 2
     Variable Insurance Products Fund III, Massachusetts business trust
        Dynamic Capital Appreciation Portfolio - Service Class 2
        Mid Cap Portfolio - Service Class 2

     * No assets for the period


     Not all funds may be available in all states or to all contract owners.

     Effective April 27, 2001, the assets of Intermediate-Term Bond Fund of
     American Odyssey Funds, Inc. were combined with the assets of Long-Term
     Bond Fund of American Odyssey Funds, Inc. (currently the CitiStreet
     Diversified Bond Fund of CitiStreet Funds, Inc.). At the effective date,
     Separate Account Six held 1,303,815 shares of Intermediate-Term Bond Fund
     having a market value of $12,971,887, which were exchanged for 1,180,335
     shares of CitiStreet Diversified Bond Fund equal in value.

     Effective April 27, 2001, the assets of Global High-Yield Bond Fund of
     American Odyssey Funds, Inc. were combined with the assets of Long-Term
     Bond Fund of American Odyssey Funds, Inc. (currently the CitiStreet
     Diversified Bond Fund of CitiStreet Funds, Inc.). At the effective date,
     Separate Account Six held 637,409 shares of Global High-Yield Bond Fund
     having a market value of $5,060,944, which were exchanged for 460,504
     shares of CitiStreet Diversified Bond Fund equal in value.


                                      -46-



                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

1.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Effective October 26, 2001, the assets of Strategic Stock Portfolio of The
     Travelers Series Trust were combined into Investors Fund of Salomon
     Brothers Variable Series Fund Inc. At the effective date, Separate Account
     Six held 23,379 shares of Strategic Stock Portfolio having a market value
     of $209,299, which were exchanged for 17,128 shares of Investors Fund equal
     in value.

     Effective October 26, 2001, the assets of Disciplined Small Cap Stock
     Portfolio of The Travelers Series Trust were liquidated. At the effective
     date, Separate Account Six held 27,996 shares of Disciplined Small Cap
     Stock Portfolio having a market value of $245,804, which were used to
     purchase 245,804 shares of Money Market Portfolio equal in value.

     The following is a summary of significant accounting policies consistently
     followed by Separate Account Six in the preparation of its financial
     statements.

     SECURITY VALUATION. Investments are valued daily at the net asset values
     per share of the underlying funds.

     SECURITY TRANSACTIONS. Security transactions are accounted for on the trade
     date. Income from dividends and realized gain (loss) distributions, are
     recorded on the ex-distribution date. In 2001, net dividend income and
     realized gain (loss) distributions were disclosed separately as net
     investment income and realized gain (loss) on the Statement of Changes in
     Net Assets. Prior year information has been reclassified for comparative
     purposes.

     FEDERAL INCOME TAXES. The operations of Separate Account Six form a part of
     the total operations of The Travelers and are not taxed separately. The
     Travelers is taxed as a life insurance company under the Internal Revenue
     Code of 1986, as amended (the "Code"). Under existing federal income tax
     law, no taxes are payable on the investment income of Separate Account Six.
     Separate Account Six is not taxed as a "regulated investment company" under
     Subchapter M of the Code.

     FINANCIAL HIGHLIGHTS. In 2001, Separate Account Six adopted the financial
     highlights disclosure recommended by the AICPA Audit Guide for Investment
     Companies. It is comprised of the units, unit values, net assets,
     investment income ratio, expense ratios and total returns for each
     sub-account. As each sub-account offers multiple contract charges, certain
     information is provided in the form of a range. In certain instances, the
     range information may reflect varying time periods if assets did not exist
     with all contract charge options of the sub-account for the entire year.

     OTHER. The preparation of financial statements in conformity with
     accounting principles generally accepted in the United States of America
     requires management to make estimates and assumptions that affect the
     reported amounts of assets and liabilities and disclosure of contingent
     assets and liabilities at the date of the financial statements and the
     reported amounts of revenues and expenses during the reporting period.
     Actual results could differ from those estimates.

2.   INVESTMENTS

     The aggregate costs of purchases and proceeds from sales of investments
     were $184,014,192 and $62,060,201 respectively, for the year ended December
     31, 2001. Realized gains and losses from investment transactions are
     reported on an average cost basis. The cost of investments in eligible
     funds was $388,425,659 at December 31, 2001. Gross unrealized appreciation
     for all investments at December 31, 2001 was $1,919,892. Gross unrealized
     depreciation for all investments at December 31, 2001 was $62,243,810.


                                      -47-



                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

3.   CONTRACT CHARGES

     Insurance charges are paid for the mortality and expense risks assumed by
     Travelers Life. Each business day, Travelers Life deducts a mortality and
     expense charge which is reflected in the calculation of accumulation and
     annuity unit values. This charge equals, on an annual basis, 0.80%, for the
     Standard Death Benefit contracts (identified in Note 5 with a preface of
     "Standard") and 1.25% for the Optional Death Benefit and Credit contracts
     (identified in Note 5 with a preface of "Optional").

     No sales charge is deducted from participant purchase payments when they
     are received. However, Travelers Life may assess a contingent deferred
     sales charge (up to 5% if a participant's purchase payment is surrendered
     within five years of its payment date). Contract surrender payments include
     $344,860 and $94,586 of contingent deferred sales charges for the year
     ended December 31, 2001 and 2000, respectively. See the product prospectus
     for a more detailed explanation of withdrawal charges.

     Participants in in CitiStreet Funds, Inc. (formerly American Odyssey Funds,
     Inc.) (the "Funds"), may elect to enter into a separate asset allocation
     advisory agreement with CitiStreet Financial Services LLC ("CitiStreet")
     (formerly Copeland Financial Services, Inc.) an affiliate of Travelers
     Life. Under this arrangement, Copeland provides asset allocation advice and
     charges participants an annual fee. The annual fee, which decreases as a
     participant's assets in the Funds increase, is equivalent to an amount of
     up to 0.80% of the participant's assets in the Funds. These fees totaled
     $596,602 and $290,351, for the years ended December 31, 2001 and 2000,
     respectively.

     If the Variable Annuitization Floor Benefit is selected, a charge is
     deducted. This charge compensates Travelers Life for guaranteeing a minimum
     variable annuity payment regardless of the performance of the funding
     option. This charge will vary based upon market conditions, but will not
     exceed 3% annually. This charge will be set at the time of election and
     will remain level throughout the term of annuitization. If the Liquidity
     Benefit is selected, there is a surrender charge of 5% of the amount
     withdrawn. This floor benefit feature is available in Equity Index
     Portfolio - Class II Shares, Travelers Quality Bond Portfolio and U.S.
     Government Securities Portfolio only. Accordingly, in Note 5, these funding
     options list the values associated with each of these charges in effect as
     of December 31, 2001.

4.   OTHER

     If the Optional Death Benefit and Credit is selected, Travelers Life will
     add a credit to the contract with each purchase payment. Each credit is
     added to the contract value when the applicable purchase payment is applied
     and will equal 2% of each purchase payment. These credits are applied pro
     rata to the same funding option(s) to which the purchase payment was
     applied. An additional annuitization credit is applied to a contract value
     once an annuity option is purchased. This credit equals 0.5% of the
     contract value if annuitized during contract years 2-5, 1% during contract
     years 6-10 and 2% after contract year 10. There is no credit applied to
     contracts held less than one year.


                                      -48-



                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

5.   NET CONTRACT OWNERS' EQUITY*


                                                                      DECEMBER 31, 2001
                                                 -------------------------------------------------------------
                                                  ACCUMULATION   ANNUITY     UNIT    ACCUMULATION     ANNUITY
                                                     UNITS        UNITS     VALUE     NET ASSETS    NET ASSETS
                                                 -------------   -------   -------   ------------   ----------
Capital Appreciation Fund
   Standard, 3% AIR ..........................      1,046,590         --    $0.547    $   571,977     $    --
   Standard, 5% AIR ..........................             --         --     0.547             --          --
   Optional, 3% AIR ..........................     23,468,703         --     0.542     12,730,107          --
   Optional, 5% AIR ..........................             --         --     0.542             --          --

High Yield Bond Trust
   Standard, 3% AIR ..........................        310,731      3,370     1.067        331,520       3,595
   Standard, 5% AIR ..........................             --         --      1.067            --          --
   Optional, 3% AIR ..........................      3,091,009         --     1.054      3,258,679          --
   Optional, 5% AIR ..........................             --     21,521     1.054             --      22,688

Managed Assets Trust
   Standard, 3% AIR ..........................      1,174,637         --     1.013      1,189,706          --
   Standard, 5% AIR ..........................             --         --     1.013             --          --
   Optional, 3% AIR ..........................     18,901,459         --     1.000     18,905,873          --
   Optional, 5% AIR ..........................             --         --     1.000             --          --

Money Market Portfolio
   Standard, 3% AIR ..........................        990,283         --     1.119      1,108,049          --
   Standard, 5% AIR ..........................             --         --     1.119             --          --
   Optional, 3% AIR ..........................     16,519,465         --     1.105     18,257,650          --
   Optional, 5% AIR ..........................             --      8,373     1.105             --       9,254

AIM Variable Insurance Funds, Inc
   AIM V I  Value Fund
      Standard, 3% AIR .......................             --         --     0.888             --          --
      Standard, 5% AIR .......................             --         --     0.888             --          --
      Optional, 3% AIR .......................        102,789         --     0.886         91,044          --
      Optional, 5% AIR .......................             --         --     0.886             --          --

CitiStreet Funds, Inc
   CitiStreet Diversified Bond Fund
      Standard, 3% AIR .......................      2,079,537      1,438     1.157      2,406,340       1,663
      Standard, 5% AIR .......................             --         --     1.157             --          --
      Optional, 3% AIR .......................     41,752,556         --     1.143     47,713,568          --
      Optional, 5% AIR .......................             --     41,627     1.143             --      47,571
   CitiStreet International Stock Fund
      Standard, 3% AIR .......................      1,238,124         --     0.904      1,119,657          --
      Standard, 5% AIR .......................             --         --     0.904             --          --
      Optional, 3% AIR .......................     24,386,543         --     0.893     21,779,062          --
      Optional, 5% AIR .......................             --      8,371     0.893             --       7,476
   CitiStreet Large Company Stock Fund
      Standard, 3% AIR .......................      2,080,499         --     0.702      1,460,203          --
      Standard, 5% AIR .......................             --         --     0.702                         --
      Optional, 3% AIR .......................     42,480,505         --     0.693     29,445,346          --
      Optional, 5% AIR .......................             --     17,293     0.693             --      11,987



                                      -49-



                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

5  NET CONTRACT OWNERS' EQUITY (CONTINUED)*


                                                                             DECEMBER 31, 2001
                                                         -----------------------------------------------------------
                                                         ACCUMULATION   ANNUITY    UNIT    ACCUMULATION     ANNUITY
                                                            UNITS        UNITS     VALUE    NET ASSETS    NET ASSETS
                                                         ------------   -------   ------   ------------   ----------
CitiStreet Funds, Inc  (continued)
   CitiStreet Small Company Stock Fund
      Standard, 3% AIR ...............................       542,731        --    $1.612    $   875,032     $    --
      Standard, 5% AIR ...............................            --        --     1.612             --          --
      Optional, 3% AIR ...............................    10,561,096        --     1.592     16,815,989          --
      Optional, 5% AIR ...............................            --     6,746     1.592             --      10,742

Credit Suisse Warburg Pincus Trust
   Credit Suisse Trust Emerging Markets Portfolio
      Standard, 3% AIR ...............................        54,765        --     0.916         50,187          --
      Standard, 5% AIR ...............................            --        --     0.916             --          --
      Optional, 3% AIR ...............................     1,261,395        --     0.906      1,142,464          --
      Optional, 5% AIR ...............................            --        --     0.906             --          --

Delaware Group Premium Fund, Inc
   REIT Series
      Standard, 3% AIR ...............................       128,487        --     1.318        169,285          --
      Standard, 5% AIR ...............................            --        --     1.318             --          --
      Optional, 3% AIR ...............................       568,575        --     1.303        740,902          --
      Optional, 5% AIR ...............................            --        --     1.303             --          --
   Small Cap Value Series
      Standard, 3% AIR ...............................        13,467        --     1.289         17,366          --
      Standard, 5% AIR ...............................            --        --     1.289             --          --
      Optional, 3% AIR ...............................     1,023,318        --     1.274      1,303,571          --
      Optional, 5% AIR ...............................            --        --     1.274                         --

Dreyfus Variable Investment Fund
   Appreciation Portfolio - Initial Class
      Standard, 3% AIR ...............................       392,717     3,374     0.958        376,333       3,234
      Standard, 5% AIR ...............................            --        --     0.958             --          --
      Optional, 3% AIR ...............................     5,446,028        --     0.946      5,154,001          --
      Optional, 5% AIR ...............................            --        --     0.946             --          --
   Small Cap Portfolio - Initial Class
      Standard, 3% AIR ...............................       388,047        --     1.298        503,645          --
      Standard, 5% AIR ...............................            --        --     1.298             --          --
      Optional, 3% AIR ...............................     7,164,578        --     1.282      9,184,967          --
      Optional, 5% AIR ...............................            --        --     1.282             --          --



                                      -50-



                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

5.   NET CONTRACT OWNERS' EQUITY (CONTINUED)*


                                                                         DECEMBER 31, 2001
                                                     -----------------------------------------------------------
                                                     ACCUMULATION   ANNUITY    UNIT    ACCUMULATION    ANNUITY
                                                        UNITS        UNITS    VALUE     NET ASSETS    NET ASSETS
                                                     ------------   -------   ------   ------------   ----------
Greenwich Street Series Fund
   Appreciation Portfolio
      Standard, 3% AIR ...........................        14,712         --   $0.943    $    13,880    $    --
      Standard, 5% AIR ...........................            --         --    0.943             --         --
      Optional, 3% AIR ...........................       159,167         --    0.941        149,713         --
      Optional, 5% AIR ...........................            --         --    0.941             --         --
   Equity Index Portfolio - Class II Shares
      Standard, 3% AIR ...........................     1,055,806         76    0.886        935,313         67
      Standard, 3% AIR .62% Floor Charge .........            --     17,807    0.871             --     15,506
      Standard, 3% AIR 1.10% Floor Charge ........            --         --    0.859             --         --
      Standard, 5% AIR ...........................            --         --    0.886             --         --
      Optional, 3% AIR ...........................    18,816,200     60,493    0.875     16,461,676     52,923
      Optional, 3% AIR .83% Floor Charge .........            --         --    0.855             --         --
      Optional, 3% AIR 1.40% Floor Charge ........            --         --    0.841             --         --
      Optional, 5% AIR ...........................            --     59,108    0.875             --     51,712
   Fundamental Value Portfolio
      Standard, 3% AIR ...........................       106,535         --    0.924         98,464         --
      Standard, 5% AIR ...........................            --         --    0.924             --         --
      Optional, 3% AIR ...........................     2,671,191         --    0.921      2,461,412         --
      Optional, 5% AIR ...........................            --         --    0.921             --         --

Janus Aspen Series
   Aggressive Growth Portfolio - Service Shares
      Standard, 3% AIR ...........................            --         --    0.772             --         --
      Standard, 5% AIR ...........................            --         --    0.772             --         --
      Optional, 3% AIR ...........................        76,227         --    0.770         58,678         --
      Optional, 5% AIR ...........................            --         --    0.770             --         --
   Balanced Portfolio - Service Shares
      Standard, 3% AIR ...........................            --         --    0.962             --         --
      Standard, 5% AIR ...........................            --         --    0.962             --         --
      Optional, 3% AIR ...........................       288,529         --    0.960        276,865         --
      Optional, 5% AIR ...........................            --         --    0.960             --         --
   Worldwide Growth Portfolio - Service Shares
      Standard, 3% AIR ...........................       441,531         --    0.615        271,556         --
      Standard, 5% AIR ...........................            --         --    0.615             --         --
      Optional, 3% AIR ...........................    10,487,343         --    0.610      6,401,871         --
      Optional, 5% AIR ...........................            --         --    0.610             --         --

OCC Accumulation Trust
   Equity Portfolio
      Standard, 3% AIR ...........................            --         --    0.935             --         --
      Standard, 5% AIR ...........................            --         --    0.935             --         --
      Optional, 3% AIR ...........................       366,281         --    0.924        338,602         --
      Optional, 5% AIR ...........................            --         --    0.924             --         --



                                      -51-



                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

5.   NET CONTRACT OWNERS' EQUITY (CONTINUED)*


                                                                                  DECEMBER 31, 2001
                                                              -----------------------------------------------------------
                                                              ACCUMULATION   ANNUITY    UNIT    ACCUMULATION    ANNUITY
                                                                 UNITS        UNITS    VALUE     NET ASSETS    NET ASSETS
                                                              ------------   -------   ------   ------------   ----------
PIMCO Variable Insurance Trust
   Total Return Bond Portfolio
      Standard, 3% AIR ....................................        42,621         --   $1.057    $   45,057     $    --
      Standard, 5% AIR ....................................            --         --    1.057            --          --
      Optional, 3% AIR ....................................       218,805         --    1.054       230,614          --
      Optional, 5% AIR ....................................            --         --    1.054            --          --

Putnam Variable Trust
   Putnam VT International Growth Fund - Class IB Shares
      Standard, 3% AIR ....................................        36,530         --    0.861        31,447          --
      Standard, 5% AIR ....................................            --         --    0.861            --          --
      Optional, 3% AIR ....................................        98,472         --    0.858        84,515          --
      Optional, 5% AIR ....................................            --         --    0.858            --          --
   Putnam VT Small Cap Value Fund - Class IB Shares
      Standard, 3% AIR ....................................         1,734         --    1.093         1,895          --
      Standard, 5% AIR ....................................            --         --    1.093            --          --
      Optional, 3% AIR ....................................       389,214         --    1.090       424,091          --
      Optional, 5% AIR ....................................            --         --    1.090            --          --
   Putnam VT Voyager II Fund - Class IB Shares
      Standard, 3% AIR ....................................            --         --    0.808            --          --
      Standard, 5% AIR ....................................            --         --    0.808            --          --
      Optional, 3% AIR ....................................           417         --    0.806           336          --
      Optional, 5% AIR ....................................            --         --    0.806            --          --

Salomon Brothers Variable Series Fund Inc.
   Capital Fund
      Standard, 3% AIR ....................................       172,311         --    1.449       249,642          --
      Standard, 5% AIR ....................................            --         --    1.449            --          --
      Optional, 3% AIR ....................................     6,509,734         --    1.431     9,314,124          --
      Optional, 5% AIR ....................................            --     34,537    1.431            --      49,416
   Investors Fund
      Standard, 3% AIR ....................................       102,276         --    1.183       120,975          --
      Standard, 5% AIR ....................................            --         --    1.183            --          --
      Optional, 3% AIR ....................................     3,125,888         --    1.168     3,651,869          --
      Optional, 5% AIR ....................................            --         --    1.168            --          --
   Small Cap Growth Fund
      Standard, 3% AIR ....................................           997         --    0.974           970          --
      Standard, 5% AIR ....................................            --         --    0.974            --          --
      Optional, 3% AIR ....................................       121,505         --    0.971       117,954          --
      Optional, 5% AIR ....................................            --         --    0.971            --          --
   Total Return Fund
      Standard, 3% AIR ....................................         7,423         --    1.055         7,833          --
      Standard, 5% AIR ....................................            --         --    1.055            --          --
      Optional, 3% AIR ....................................       328,271         --    1.042       342,069          --
      Optional, 5% AIR ....................................            --         --    1.042            --          --



                                      -52-



                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

5.   NET CONTRACT OWNERS' EQUITY (CONTINUED)*


                                                                                       DECEMBER 31, 2001
                                                                 -----------------------------------------------------------
                                                                 ACCUMULATION   ANNUITY    UNIT    ACCUMULATION    ANNUITY
                                                                    UNITS        UNITS    VALUE     NET ASSETS    NET ASSETS
                                                                 ------------   -------   ------   ------------   ----------
Smith Barney Investment Series
   Smith Barney Large Cap Core Portfolio
      Standard, 3% AIR .......................................        20,096        --    $0.897    $   18,032     $   --
      Standard, 5% AIR .......................................            --        --     0.897            --         --
      Optional, 3% AIR .......................................        66,387        --     0.895        59,389         --
      Optional, 5% AIR .......................................            --        --     0.895            --         --
   Smith Barney Premier Selections All Cap Growth Portfolio
      Standard, 3% AIR .......................................            --        --     0.898            --         --
      Standard, 5% AIR .......................................            --        --     0.898            --         --
      Optional, 3% AIR .......................................         5,930        --     0.895         5,308         --
      Optional, 5% AIR .......................................            --        --     0.895            --         --

Strong Variable Insurance Funds, Inc.
   Strong Multi Cap Value Fund II
      Standard, 3% AIR .......................................         6,351        --     0.969         6,153         --
      Standard, 5% AIR .......................................            --        --     0.969            --         --
      Optional, 3% AIR .......................................       487,142        --     0.958       466,716         --
      Optional, 5% AIR .......................................            --        --     0.958            --         --

The Montgomery Funds III
   Montgomery Variable Series: Growth Fund
      Standard, 3% AIR .......................................        39,052        --     0.857        33,466         --
      Standard, 5% AIR .......................................            --        --     0.857            --         --
      Optional, 3% AIR .......................................       618,303        --     0.846       523,293         --
      Optional, 5% AIR .......................................            --        --     0.846            --         --

The Travelers Series Trust
   Disciplined Mid Cap Stock Portfolio
      Standard, 3% AIR .......................................       156,409        --     1.247       195,038         --
      Standard, 5% AIR .......................................            --        --     1.247            --         --
      Optional, 3% AIR .......................................     3,115,340        --     1.233     3,840,455         --
      Optional, 5% AIR .......................................            --        --     1.233            --         --
   Equity Income Portfolio
      Standard, 3% AIR .......................................       342,136     1,799     1.024       350,297      1,842
      Standard, 5% AIR .......................................            --        --     1.024            --         --
      Optional, 3% AIR .......................................     6,878,161        --     1.011     6,954,995         --
      Optional, 5% AIR .......................................            --        --     1.011            --         --
   Federated Stock Portfolio
      Standard, 3% AIR .......................................        24,072        --     1.002        24,118         --
      Standard, 5% AIR .......................................            --        --     1.002            --         --
      Optional, 3% AIR .......................................       750,119        --     0.990       742,507         --
      Optional, 5% AIR .......................................            --        --     0.990            --         --



                                      -53-



                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

5.   NET CONTRACT OWNERS' EQUITY (CONTINUED)*


                                                                  DECEMBER 31, 2001
                                              -----------------------------------------------------------
                                              ACCUMULATION   ANNUITY    UNIT    ACCUMULATION    ANNUITY
                                                 UNITS        UNITS    VALUE     NET ASSETS    NET ASSETS
                                              ------------   -------   ------   ------------   ----------
The Travelers Series Trust (continued)
   Large Cap Portfolio
      Standard, 3% AIR ....................      409,069          --   $0.851    $  348,296     $    --
      Standard, 5% AIR ....................           --          --    0.851            --          --
      Optional, 3% AIR ....................    9,336,726          --    0.841     7,850,846          --
      Optional, 5% AIR ....................           --          --    0.841            --          --
   Lazard International Stock Portfolio
      Standard, 3% AIR ....................       41,599       1,474    0.768        31,942       1,132
      Standard, 5% AIR ....................           --          --    0.768            --          --
      Optional, 3% AIR ....................      357,698          --    0.759       271,346          --
      Optional, 5% AIR ....................           --          --    0.759            --          --
   MFS Emerging Growth Portfolio
      Standard, 3% AIR ....................           --          --    0.814            --          --
      Standard, 5% AIR ....................           --          --    0.814            --          --
      Optional, 3% AIR ....................       10,322          --    0.812         8,380          --
      Optional, 5% AIR ....................           --          --    0.812            --          --
   MFS Mid Cap Growth Portfolio
      Standard, 3% AIR ....................      238,188          --    1.317       313,678          --
      Standard, 5% AIR ....................           --          --    1.317            --          --
      Optional, 3% AIR ....................    5,526,623          --    1.301     7,191,955          --
      Optional, 5% AIR ....................           --      12,993    1.301            --      16,908
   MFS Research Portfolio
      Standard, 3% AIR ....................       17,029          --    0.874        14,885          --
      Standard, 5% AIR ....................           --          --    0.874            --          --
      Optional, 3% AIR ....................    1,244,517          --    0.863     1,074,335          --
      Optional, 5% AIR ....................           --          --    0.863            --          --
   Social Awareness Stock Portfolio
      Standard, 3% AIR ....................      252,885          --    0.921       232,785          --
      Standard, 5% AIR ....................           --          --    0.921            --          --
      Optional, 3% AIR ....................    4,662,446          --    0.909     4,238,574          --
      Optional, 5% AIR ....................           --          --    0.909            --          --
   Travelers Quality Bond Portfolio
      Standard, 3% AIR ....................      229,303          --    1.130       259,088          --
      Standard, 3% AIR .25% Floor Charge...           --          --    1.122            --          --
      Standard, 3% AIR .43% Floor Charge...           --          --    1.117            --          --
      Standard, 5% AIR ....................           --          --    1.130            --          --
      Optional, 3% AIR ....................    4,993,526          --    1.116     5,572,162          --
      Optional, 3% AIR .33% Floor Charge...           --          --    1.106            --          --
      Optional, 3% AIR .53% Floor Charge...           --          --    1.100            --          --
      Optional, 5% AIR                                --      21,034    1.116            --      23,472



                                      -54-



                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

5.   NET CONTRACT OWNERS' EQUITY (CONTINUED)*


                                                                                   DECEMBER 31, 2001
                                                            -----------------------------------------------------------

                                                            ACCUMULATION   ANNUITY    UNIT    ACCUMULATION    ANNUITY
                                                                UNITS       UNITS    VALUE     NET ASSETS    NET ASSETS
                                                            ------------   -------   ------   ------------   ----------
The Travelers Series Trust  (continued)
   U.S. Government Securities Portfolio
      Standard, 3% AIR ..................................       328,007     1,681    $1.154    $  378,481     $ 1,940
      Standard, 3% AIR .25% Floor Charge ................            --        --     1.146            --          --
      Standard, 3% AIR .43% Floor Charge ................            --        --     1.140            --          --
      Standard, 5% AIR ..................................            --        --     1.154            --          --
      Optional, 3% AIR ..................................     5,799,178        --     1.140     6,608,673          --
      Optional, 3% AIR .33% Floor Charge ................            --        --     1.129            --          --
      Optional, 3% AIR .53% Floor Charge ................            --        --     1.123            --          --
      Optional, 5% AIR ..................................            --        --     1.140            --          --
   Utilities Portfolio
      Standard, 3% AIR ..................................       175,971        --     0.903       158,959          --
      Standard, 5% AIR ..................................            --        --     0.903            --          --
      Optional, 3% AIR ..................................     3,330,826        --     0.893     2,973,001          --
      Optional, 5% AIR ..................................            --        --     0.893            --          --

Travelers Series Fund Inc.
   Alliance Growth Portfolio
      Standard, 3% AIR ..................................     1,010,436     2,616     0.908       917,733       2,376
      Standard, 5% AIR ..................................            --        --     0.908            --          --
      Optional, 3% AIR ..................................    15,443,471        --     0.897    13,852,595          --
      Optional, 5% AIR ..................................            --    33,549     0.897            --      30,093
   MFS Total Return Portfolio
      Standard, 3% AIR ..................................       458,197        --     1.141       522,939          --
      Standard, 5% AIR ..................................            --        --     1.141            --          --
      Optional, 3% AIR ..................................     6,827,545        --     1.127     7,697,824          --
      Optional, 5% AIR ..................................            --        --     1.127            --          --
   Putnam Diversified Income Portfolio
      Standard, 3% AIR ..................................        17,469        --     1.032        18,026          --
      Standard, 5% AIR ..................................            --        --     1.032            --          --
      Optional, 3% AIR ..................................       471,935        --     1.020       481,397          --
      Optional, 5% AIR ..................................            --        --     1.020            --          --
   Smith Barney Aggressive Growth Portfolio
      Standard, 3% AIR ..................................       148,073        --     0.949       140,479          --
      Standard, 5% AIR ..................................            --        --     0.949            --          --
      Optional, 3% AIR ..................................     3,242,797        --     0.946     3,067,195          --
      Optional, 5% AIR ..................................            --        --     0.946            --          --
   Smith Barney High Income Portfolio
      Standard, 3% AIR ..................................        26,499        --     0.877        23,233          --
      Standard, 5% AIR ..................................            --        --     0.877            --          --
      Optional, 3% AIR ..................................       326,039        --     0.866       282,509          --
      Optional, 5% AIR ..................................            --        --     0.866            --          --
   Smith Barney International All Cap Growth Portfolio
      Standard, 3% AIR ..................................       202,204        --     0.810       163,748          --
      Standard, 5% AIR ..................................            --        --     0.810            --          --
      Optional, 3% AIR ..................................     3,135,295        --     0.800     2,507,518          --
      Optional, 5% AIR ..................................            --        --     0.800            --          --



                                      -55-



                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

5. NET CONTRACT OWNERS' EQUITY (CONTINUED)*


                                                                                   DECEMBER 31, 2001
                                                            -----------------------------------------------------------

                                                            ACCUMULATION   ANNUITY    UNIT    ACCUMULATION    ANNUITY
                                                                UNITS       UNITS    VALUE     NET ASSETS    NET ASSETS
                                                            ------------   -------   ------   ------------   ----------
Travelers Series Fund Inc. (continued)
   Smith Barney Large Capitalization Growth Portfolio
      Standard, 3% AIR ..................................       323,325         --   $0.907   $    293,246    $     --
      Standard, 5% AIR ..................................            --         --    0.907             --          --
      Optional, 3% AIR ..................................     6,815,572         --    0.896      6,105,151          --
      Optional, 5% AIR ..................................            --     13,422    0.896             --      12,023

Van Kampen Life Investment Trust
   Enterprise Portfolio - Class II Shares
      Standard, 3% AIR ..................................            --         --    0.911             --          --
      Standard, 5% AIR ..................................            --         --    0.911             --          --
      Optional, 3% AIR ..................................         4,883         --    0.909          4,436          --
      Optional, 5% AIR ..................................            --         --    0.909             --          --

Variable Annuity Portfolios
   Smith Barney Small Cap Growth Opportunities Portfolio
      Standard, 3% AIR ..................................            --         --    0.949             --          --
      Standard, 5% AIR ..................................            --         --    0.949             --          --
      Optional, 3% AIR ..................................        25,573         --    0.946         24,193          --
      Optional, 5% AIR ..................................            --         --    0.946             --          --

Variable Insurance Products Fund II
   Asset Manager Portfolio - Service Class 2
      Standard, 3% AIR ..................................       178,530         --    0.900        160,755          --
      Standard, 5% AIR ..................................            --         --    0.900             --          --
      Optional, 3% AIR ..................................     1,913,594         --    0.894      1,710,222          --
      Optional, 5% AIR ..................................            --         --    0.894             --          --
   Contrafund(R)Portfolio - Service Class 2
      Standard, 3% AIR ..................................            --         --    0.950             --          --
      Standard, 5% AIR ..................................            --         --    0.950             --          --
      Optional, 3% AIR ..................................        73,969         --    0.947         70,052          --
      Optional, 5% AIR ..................................            --         --    0.947             --          --

Variable Insurance Products Fund III
   Dynamic Capital Appreciation Portfolio -
   Service Class 2
      Standard, 3% AIR ..................................            --         --    0.846             --          --
      Standard, 5% AIR ..................................            --         --    0.846             --          --
      Optional, 3% AIR ..................................            --         --    0.844             --          --
      Optional, 5% AIR ..................................            --         --    0.844             --          --
   Mid Cap Portfolio - Service Class 2
      Standard, 3% AIR ..................................            --         --    1.032             --          --
      Standard, 5% AIR ..................................            --         --    1.032             --          --
      Optional, 3% AIR ..................................       115,071         --    1.029        118,426          --
      Optional, 5% AIR ..................................            --         --    1.029             --          --
                                                                                              ------------    --------

   Net Contract Owners' Equity ..........................                                     $327,702,774    $377,620
                                                                                              ============    ========


     *An assumed interest rate of either 3% or 5% is applied in the calculation
     of annuity unit values depending on the type of annuitization selected. The
     values associated with each are identified in the table above as "3% AIR"
     and "5% AIR".


                                      -56-



                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

6.   STATEMENT OF INVESTMENTS


                                                                            FOR THE YEAR ENDED DECEMBER 31, 2001
                                                                    -----------------------------------------------------

                                                                      NO. OF        MARKET        COST OF       PROCEEDS
                                                                      SHARES         VALUE       PURCHASES     FROM SALES
                                                                    ----------   ------------   -----------   -----------
INVESTMENTS
   CAPITAL APPRECIATION FUND (4.1%)
         Total (Cost $20,066,509)                                      220,621   $ 13,303,448   $ 5,463,933   $ 2,188,295
                                                                    ----------   ------------   -----------   -----------

   HIGH YIELD BOND TRUST (1.1%)
         Total (Cost $3,656,921)                                       400,093      3,616,841     1,590,258       606,274
                                                                    ----------   ------------   -----------   -----------

   MANAGED ASSETS TRUST (6.1%)
         Total (Cost $24,393,130)                                    1,292,451     20,097,609     6,054,539     2,293,580
                                                                    ----------   ------------   -----------   -----------

   MONEY MARKET PORTFOLIO (5.9%)
         Total (Cost $19,366,683)                                   19,366,683     19,366,683    15,441,773    10,213,998
                                                                    ----------   ------------   -----------   -----------

   AIM VARIABLE INSURANCE FUNDS, INC. (0.0%)
      AIM V.I. Value Fund
         Total (Cost $91,434)                                            3,899         91,053       102,770        10,964
                                                                    ----------   ------------   -----------   -----------

   CITISTREET FUNDS, INC. (37.1%)
      CitiStreet Diversified Bond Fund (Cost $49,129,297)            4,536,544     50,174,180    38,395,701     3,793,813
      CitiStreet International Stock Fund (Cost $29,604,200)         1,840,040     22,908,500    16,509,245     1,692,666
      CitiStreet Large Company Stock Fund (Cost $39,112,030)         2,823,808     30,920,693    16,969,413       552,473
      CitiStreet Small Company Stock Fund (Cost $21,941,859)         1,569,465     17,703,561    12,824,206     4,257,892
      Global High-Yield Bond Fund (Cost $0)                                 --             --     1,276,565     5,145,322
      Intermediate-Term Bond Fund (Cost $0)                                 --             --     3,277,739    13,336,821
                                                                    ----------   ------------   -----------   -----------
         Total (Cost $139,787,386)                                  10,769,857    121,706,934    89,252,869    28,778,987
                                                                    ----------   ------------   -----------   -----------

   CREDIT SUISSE WARBURG PINCUS TRUST (0.4%)
      Credit Suisse Trust Emerging Markets Portfolio
         Total (Cost $1,809,023)                                       141,491      1,192,771       150,616       255,776
                                                                    ----------   ------------   -----------   -----------

   DELAWARE GROUP PREMIUM FUND, INC. (0.7%)
      REIT Series (Cost $827,311)                                       77,801        910,269       534,561       143,347
      Small Cap Value Series (Cost $1,184,039)                          67,643      1,321,068       963,087       114,627
                                                                    ----------   ------------   -----------   -----------
         Total (Cost $2,011,350)                                       145,444      2,231,337     1,497,648       257,974
                                                                    ----------   ------------   -----------   -----------

   DREYFUS VARIABLE INVESTMENT FUND (4.6%)
      Appreciation Portfolio - Initial Class (Cost $6,102,173)         158,208      5,534,124     1,314,275       773,463
      Small Cap Portfolio - Initial Class (Cost $13,658,062)           275,821      9,689,597     3,385,331       508,641
                                                                    ----------   ------------   -----------   -----------
         Total (Cost $19,760,235)                                      434,029     15,223,721     4,699,606     1,282,104
                                                                    ----------   ------------   -----------   -----------

   GREENWICH STREET SERIES FUND (6.2%)
      Appreciation Portfolio (Cost $155,110)                             7,554        163,609       155,418           320
      Equity Index Portfolio - Class II Shares (Cost $20,712,520)      621,902     17,518,980     4,218,723     1,256,893
      Fundamental Value Portfolio (Cost $2,537,070)                    134,179      2,560,129     2,565,823        27,346
                                                                    ----------   ------------   -----------   -----------
         Total (Cost $23,404,700)                                      763,635     20,242,718     6,939,964     1,284,559
                                                                    ----------   ------------   -----------   -----------



                                      -57-



                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

6.   STATEMENT OF INVESTMENTS (CONTINUED)


                                                                                  FOR THE YEAR ENDED DECEMBER 31, 2001
                                                                            -----------------------------------------------

                                                                             NO. OF      MARKET       COST OF     PROCEEDS
                                                                             SHARES      VALUE       PURCHASES   FROM SALES
                                                                            -------   -----------   ----------   ----------
JANUS ASPEN SERIES (2.1%)
   Aggressive Growth Portfolio - Service Shares (Cost $57,946)                2,701   $    58,685   $   58,059   $      107
   Balanced Portfolio - Service Shares (Cost $273,673)                       11,879       276,893      323,277       48,393
   Worldwide Growth Portfolio - Service Shares (Cost $9,662,053)            235,169     6,674,101    1,917,736      639,687
                                                                            -------   -----------   ----------   ----------
      Total (Cost $9,993,672)                                               249,749     7,009,679    2,299,072      688,187
                                                                            -------   -----------   ----------   ----------

OCC ACCUMULATION TRUST (0.1%)
   Equity Portfolio
      Total (Cost $359,759)                                                  10,225       338,637      159,170        3,541
                                                                            -------   -----------   ----------   ----------

PIMCO VARIABLE INSURANCE TRUST (0.1%)
   Total Return Bond Portfolio
      Total (Cost $281,574)                                                  27,876       275,697      326,815       45,635
                                                                            -------   -----------   ----------   ----------

PUTNAM VARIABLE TRUST (0.2%)
   Putnam VT International Growth Fund - Class IB Shares (Cost $112,301)      9,383       115,973      730,844      622,673
   Putnam VT Small Cap Value Fund - Class IB Shares (Cost $392,208)          28,345       426,029      442,760       47,104
   Putnam VT Voyager II Fund - Class IB Shares (Cost $336)                       68           336          336           --
                                                                            -------   -----------   ----------   ----------
      Total (Cost $504,845)                                                  37,796       542,338    1,173,940      669,777
                                                                            -------   -----------   ----------   ----------

SALOMON BROTHERS VARIABLE SERIES FUND INC. (4.2%)
   Capital Fund (Cost $9,481,217)                                           636,592     9,612,538    4,360,588      459,668
   Investors Fund (Cost $3,846,254)                                         295,013     3,773,222    2,281,796      361,864
   Small Cap Growth Fund (Cost $108,153)                                      9,447       118,936      110,691        2,518
   Total Return Fund (Cost $356,354)                                         33,680       349,937      173,767       52,910
                                                                            -------   -----------   ----------   ----------
      Total (Cost $13,791,978)                                              974,732    13,854,633    6,926,842      876,960
                                                                            -------   -----------   ----------   ----------

SMITH BARNEY INVESTMENT SERIES (0.0%)
   Smith Barney Large Cap Core Portfolio (Cost $78,950)                       8,074        77,428       93,781       14,444
   Smith Barney Premier Selections All Cap Growth Portfolio (Cost $5,713)       442         5,308       25,532       18,518
                                                                            -------   -----------   ----------   ----------
      Total (Cost $84,663)                                                    8,516        82,736      119,313       32,962
                                                                            -------   -----------   ----------   ----------

STRONG VARIABLE INSURANCE FUNDS, INC. (0.2%)
   Strong Multi Cap Value Fund II
      Total (Cost $448,028)                                                  46,410       472,918      255,892       39,422
                                                                            -------   -----------   ----------   ----------

THE MONTGOMERY FUNDS III (0.2%)
   Montgomery Variable Series: Growth Fund
      Total (Cost $846,425)                                                  52,039       556,816      106,186      168,008
                                                                            -------   -----------   ----------   ----------

THE TRAVELERS SERIES TRUST (15.1%)
   Disciplined Mid Cap Stock Portfolio (Cost $4,309,604)                    261,902     4,035,909    2,353,984      425,820
   Disciplined Small Cap Stock Portfolio (Cost $0)                               --            --      189,641      520,447
   Equity Income Portfolio (Cost $7,502,505)                                487,517     7,307,876    2,968,603      644,537
   Federated Stock Portfolio (Cost $795,310)                                 49,786       766,703      322,540       30,077
   Large Cap Portfolio (Cost $11,273,777)                                   593,342     8,199,981    1,683,227    1,073,703
   Lazard International Stock Portfolio (Cost $396,667)                      32,737       304,450      589,742      551,693
   MFS Emerging Growth Portfolio (Cost $9,244)                                  761         8,381        9,267           17



                                      -58-



                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

6.   STATEMENT OF INVESTMENTS (CONTINUED)


                                                                                    FOR THE YEAR ENDED DECEMBER 31, 2001
                                                                           -----------------------------------------------------

                                                                             NO. OF       MARKET         COST OF       PROCEEDS
                                                                             SHARES        VALUE        PURCHASES     FROM SALES
                                                                           ---------   ------------   ------------   -----------
THE TRAVELERS SERIES TRUST  (CONTINUED)
   MFS Mid Cap Growth Portfolio (Cost $11,895,174)                           766,903   $  7,523,314   $  3,696,296   $   753,461
   MFS Research Portfolio (Cost $1,582,782)                                  124,211      1,089,333        198,338        66,385
   Social Awareness Stock Portfolio (Cost $5,088,911)                        185,168      4,471,814      1,410,601       582,100
   Strategic Stock Portfolio (Cost $0)                                            --             --         67,544       245,649
   Travelers Quality Bond Portfolio (Cost $5,773,717)                        514,075      5,855,311      3,800,942     1,019,256
   U.S. Government Securities Portfolio (Cost $6,796,167)                    561,880      6,989,788      4,181,551       682,217
   Utilities Portfolio (Cost $4,006,049)                                     225,831      3,132,277      1,777,501       539,746
                                                                           ---------   ------------   ------------   -----------
         Total (Cost $59,429,907)                                          3,804,113     49,685,137     23,249,777     7,135,108
                                                                           ---------   ------------   ------------   -----------

TRAVELERS SERIES FUND INC. (11.0%)
   AIM Capital Appreciation Portfolio (Cost $0)                                   --             --            500           516
   Alliance Growth Portfolio (Cost $22,341,946)                              802,401     14,804,298      4,418,233       935,442
   MFS Total Return Portfolio (Cost $8,404,055)                              492,901      8,221,589      5,753,419       802,182
   Putnam Diversified Income Portfolio (Cost $536,641)                        49,798        499,474        281,899        75,132
   Smith Barney Aggressive Growth Portfolio (Cost $3,074,114)                239,046      3,207,996      3,107,394        33,487
   Smith Barney High Income Portfolio (Cost $375,478)                         35,721        305,772        200,374       110,839
   Smith Barney International All Cap Growth Portfolio (Cost $3,845,157)     223,186      2,671,534      2,358,712     2,314,787
   Smith Barney Large Capitalization Growth Portfolio (Cost $7,521,871)      493,160      6,411,078        869,340       594,164
                                                                           ---------   ------------   ------------   -----------
         Total (Cost $46,099,262)                                          2,336,213     36,121,741     16,989,871     4,866,549
                                                                           ---------   ------------   ------------   -----------

VAN KAMPEN LIFE INVESTMENT TRUST (0.0%)
   Enterprise Portfolio - Class II Shares
         Total (Cost $4,199)                                                     298          4,437          4,208            10
                                                                           ---------   ------------   ------------   -----------

VARIABLE ANNUITY PORTFOLIOS (0.0%)
   Smith Barney Small Cap Growth Opportunities Portfolio
         Total (Cost $23,618)                                                  2,534         24,196         74,876        51,520
                                                                           ---------   ------------   ------------   -----------

VARIABLE INSURANCE PRODUCTS FUND II (0.6%)
   Asset Manager Portfolio - Service Class 2 (Cost $2,026,965)               130,304      1,871,164        914,495       276,183
   Contrafund(R)Portfolio - Service Class 2 (Cost $68,602)                     3,503         70,059         84,013        14,058
                                                                           ---------   ------------   ------------   -----------
         Total (Cost $2,095,567)                                             133,807      1,941,223        998,508       290,241
                                                                           ---------   ------------   ------------   -----------

VARIABLE INSURANCE PRODUCTS FUND III (0.0%)
   Dynamic Capital Appreciation Portfolio -
      Service Class 2 (Cost $0)                                                   --             --         10,000         8,905
   Mid Cap Portfolio - Service Class 2 (Cost $114,791)                         6,077        118,438        125,746        10,865
                                                                           ---------   ------------   ------------   -----------
         Total (Cost $114,791)                                                 6,077        118,438        135,746        19,770
                                                                           ---------   ------------   ------------   -----------

TOTAL INVESTMENTS (100%)
   (COST $388,425,659)                                                                 $328,101,741   $184,014,192   $62,060,201
                                                                                       ============   ============   ===========



                                      -59-


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

7.   FINANCIAL HIGHLIGHTS


                                                             FOR THE YEAR ENDED DECEMBER 31, 2001
                                                    ------------------------------------------------------
                                                    UNITS       UNIT VALUE       NET ASSETS    INVESTMENT
                                                    (000S)   LOWEST TO HIGHEST     (000S)     INCOME RATIO
                                                    ------   -----------------   ----------   ------------
CAPITAL APPRECIATION FUND                           24,515    $0.542 to 0.547     $13,302         0.49%
HIGH YIELD BOND TRUST                                3,427     1.054 to 1.067       3,616         6.41%
MANAGED ASSETS TRUST                                20,076     1.000 to 1.013      20,096         2.74%
MONEY MARKET PORTFOLIO                              17,518     1.105 to 1.119      19,375         3.59%
AIM VARIABLE INSURANCE FUNDS, INC
   AIM V.I. Value Fund                                 103              0.886          91         0.39%
CITISTREET FUNDS, INC
   CitiStreet Diversified Bond Fund                 43,875     1.143 to 1.157      50,169         4.71%
   CitiStreet International Stock Fund              25,633     0.893 to 0.904      22,906         1.28%
   CitiStreet Large Company Stock Fund              44,578     0.693 to 0.702      30,918         0.89%
   CitiStreet Small Company Stock Fund              11,111     1.592 to 1.612      17,702         0.05%
CREDIT SUISSE WARBURG PINCUS TRUST
   Credit Suisse Trust Emerging Markets Portfolio    1,316     0.906 to 0.916       1,193           --
DELAWARE GROUP PREMIUM FUND, INC
   REIT Series                                         697     1.303 to 1.318         910         1.70%
   Small Cap Value Series                            1,037     1.274 to 1.289       1,321         0.73%
DREYFUS VARIABLE INVESTMENT FUND
   Appreciation Portfolio - Initial Class            5,842     0.946 to 0.958       5,534         0.85%
   Small Cap Portfolio - Initial Class               7,553     1.282 to 1.298       9,689         0.46%
GREENWICH STREET SERIES FUND
   Appreciation Portfolio                              174     0.941 to 0.943         164           --
   Equity Index Portfolio - Class II Shares         20,009     0.875 to 0.886      17,517         0.69%
   Fundamental Value Portfolio                       2,778     0.921 to 0.924       2,560         0.28%
JANUS ASPEN SERIES
   Aggressive Growth Portfolio - Service Shares         76              0.770          59           --
   Balanced Portfolio - Service Shares                 289              0.960         277         2.90%
   Worldwide Growth Portfolio - Service Shares      10,929     0.610 to 0.615       6,673         0.27%
OCC ACCUMULATION TRUST
   Equity Portfolio                                    366              0.924         339         0.53%
PIMCO VARIABLE INSURANCE TRUST
   Total Return Bond Portfolio                         261     1.054 to 1.057         276         2.15%
PUTNAM VARIABLE TRUST
   Putnam VT International Growth Fund - Class
      IB Shares                                        135     0.858 to 0.861         116           --
   Putnam VT Small Value Fund - Class IB Shares        391     1.090 to 1.093         426           --
   Putnam VT Voyager II Fund - Class IB Shares           +              0.806           +           --
SALOMON BROTHERS VARIABLE SERIES FUND INC
   Capital Fund                                      6,717     1.431 to 1.449       9,613         0.81%
   Investors Fund                                    3,228     1.168 to 1.183       3,773         0.92%
   Small Cap Growth Fund                               123     0.971 to 0.974         119           --
   Total Return Fund                                   336     1.042 to 1.055         350         2.38%
SMITH BARNEY INVESTMENT SERIES
   Smith Barney Large Cap Core Portfolio                86     0.895 to 0.897          77           --
   Smith Barney Premier Selections All Cap
      Growth Portfolio                                   6              0.895           5           --


                                                     FOR THE YEAR ENDED DECEMBER 31, 2001
                                                    ---------------------------------------
                                                      EXPENSE RATIO       TOTAL RETURN
                                                    LOWEST TO HIGHEST   LOWEST TO HIGHEST*
                                                    -----------------   -------------------
CAPITAL APPRECIATION FUND                             0.80% to 1.25%    (27.05%) to (26.58%)
HIGH YIELD BOND TRUST                                 0.80% to 1.25%         8.21% to 8.66%
MANAGED ASSETS TRUST                                  0.80% to 1.25%      (6.28%) to (5.86%)
MONEY MARKET PORTFOLIO                                0.80% to 1.25%         0.09% to 2.94%
AIM VARIABLE INSURANCE FUNDS, INC
   AIM V.I. Value Fund                                         1.25%                 (4.32%)
CITISTREET FUNDS, INC
   CitiStreet Diversified Bond Fund                   0.80% to 1.25%         5.54% to 5.95%
   CitiStreet International Stock Fund                0.80% to 1.25%    (22.42%) to (22.07%)
   CitiStreet Large Company Stock Fund                0.80% to 1.25%    (16.81%) to (16.43%)
   CitiStreet Small Company Stock Fund                0.80% to 1.25%         0.32% to 0.75%
CREDIT SUISSE WARBURG PINCUS TRUST
   Credit Suisse Trust Emerging Markets Portfolio     0.80% to 1.25%    (10.74%) to (10.37%)
DELAWARE GROUP PREMIUM FUND, INC
   REIT Series                                        0.80% to 1.25%         7.42% to 7.94%
   Small Cap Value Series                             0.80% to 1.25%       10.49% to 10.93%
DREYFUS VARIABLE INVESTMENT FUND
   Appreciation Portfolio - Initial Class             0.80% to 1.25%    (10.50%) to (10.05%)
   Small Cap Portfolio - Initial Class                0.80% to 1.25%      (7.30%) to (6.89%)
GREENWICH STREET SERIES FUND
   Appreciation Portfolio                             0.80% to 1.25%      (1.57%) to (1.47%)
   Equity Index Portfolio - Class II Shares           0.80% to 1.25%    (13.45%) to (13.05%)
   Fundamental Value Portfolio                        0.80% to 1.25%     (10.58%) to (5.33%)
JANUS ASPEN SERIES
   Aggressive Growth Portfolio - Service Shares                1.25%                (10.47%)
   Balanced Portfolio - Service Shares                         1.25%                 (4.00%)
   Worldwide Growth Portfolio - Service Shares        0.80% to 1.25%    (23.65%) to (23.22%)
OCC ACCUMULATION TRUST
   Equity Portfolio                                            1.25%                 (8.24%)
PIMCO VARIABLE INSURANCE TRUST
   Total Return Bond Portfolio                        0.80% to 1.25%         2.62% to 3.84%
PUTNAM VARIABLE TRUST
   Putnam VT International Growth Fund - Class
      IB Shares                                       0.80% to 1.25%     (14.20%) to 14.04%
   Putnam VT Small Value Fund - Class IB Shares       0.80% to 1.25%         2.64% to 2.82%
   Putnam VT Voyager II Fund - Class IB Shares                 1.25%                  0.00%
SALOMON BROTHERS VARIABLE SERIES FUND INC
   Capital Fund                                       0.80% to 1.25%         0.63% to 1.12%
   Investors Fund                                     0.80% to 1.25%      (5.35%) to (4.90%)
   Small Cap Growth Fund                              0.80% to 1.25%       (1.82%) to 1.88%
   Total Return Fund                                  0.80% to 1.25%      (2.07%) to (1.59%)
SMITH BARNEY INVESTMENT SERIES
   Smith Barney Large Cap Core Portfolio              0.80% to 1.25%     (11.91%) to (5.08%)
   Smith Barney Premier Selections All Cap
      Growth Portfolio                                         1.25%                 (8.77%)

                                      -60-


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

7.   FINANCIAL HIGHLIGHTS (CONTINUED)


                                                         FOR THE YEAR ENDED DECEMBER 31, 2001
                                                 ------------------------------------------------------
                                                  UNITS       UNIT VALUE      NET ASSETS    INVESTMENT
                                                 (000S)   LOWEST TO HIGHEST     (000S)     INCOME RATIO
                                                 ------   -----------------   ----------   ------------
STRONG VARIABLE INSURANCE FUNDS, INC
   Strong Multi Cap Value Fund II                   493    $0.958 to 0.969      $   473         0.01%
THE MONTGOMERY FUNDS III
   Montgomery Variable Series: Growth Fund          657     0.846 to 0.857          557         4.43%
THE TRAVELERS SERIES TRUST
   Disciplined Mid Cap Stock Portfolio            3,272     1.233 to 1.247        4,035         0.30%
   Equity Income Portfolio                        7,222     1.011 to 1.024        7,307         1.22%
   Federated Stock Portfolio                        774     0.990 to 1.002          767         1.31%
   Large Cap Portfolio                            9,746     0.841 to 0.851        8,199         0.48%
   Lazard International Stock Portfolio             401     0.759 to 0.768          304         0.16%
   MFS Emerging Growth Portfolio                     10              0.812            8           --
   MFS Mid Cap Growth Portfolio                   5,778     1.301 to 1.317        7,523           --
   MFS Research Portfolio                         1,262     0.863 to 0.874        1,089         0.04%
   Social Awareness Stock Portfolio               4,915     0.909 to 0.921        4,471         0.42%
   Travelers Quality Bond Portfolio               5,244     1.116 to 1.130        5,855         3.38%
   U.S. Government Securities Portfolio           6,129     1.140 to 1.154        6,989         4.10%
   Utilities Portfolio                            3,507     0.893 to 0.903        3,132         1.84%
TRAVELERS SERIES FUND INC
   Alliance Growth Portfolio                     16,490     0.897 to 0.908       14,803         0.20%
   MFS Total Return Portfolio                     7,286     1.127 to 1.141        8,221         2.87%
   Putnam Diversified Income Portfolio              489     1.020 to 1.032          499         8.12%
   Smith Barney Aggressive Growth Portfolio       3,391     0.946 to 0.949        3,208           --
   Smith Barney High Income Portfolio               353     0.866 to 0.877          306        11.21%
   Smith Barney International All Cap Growth
      Portfolio                                   3,337     0.800 to 0.810        2,671           --
   Smith Barney Large Capitalization Growth
      Portfolio                                   7,152     0.896 to 0.907        6,410           --
VAN KAMPEN LIFE INVESTMENT TRUST
   Enterprise Portfolio - Class II Shares             5              0.909            4           --
VARIABLE ANNUITY PORTFOLIOS
   Smith Barney Small Cap Growth Opportunities
      Portfolio                                      26              0.946           24           --
VARIABLE INSURANCE PRODUCTS FUND II
   Asset Manager Portfolio - Service Class 2      2,092     0.894 to 0.900        1,871         3.34%
   Contrafund(R)Portfolio - Service Class 2          74              0.947           70           --
VARIABLE INSURANCE PRODUCTS FUND III
   Mid Cap Portfolio - Service Class 2              115              1.029          118           --


                                                   FOR THE YEAR ENDED DECEMBER 31, 2001
                                                 ----------------------------------------
                                                   EXPENSE RATIO       TOTAL RETURN
                                                 LOWEST TO HIGHEST   LOWEST TO HIGHEST*
                                                 -----------------   --------------------
STRONG VARIABLE INSURANCE FUNDS, INC
   Strong Multi Cap Value Fund II                  0.80% to 1.25%         2.79% to 3.30%
THE MONTGOMERY FUNDS III
   Montgomery Variable Series: Growth Fund         0.80% to 1.25%    (21.81%) to (21.38%)
THE TRAVELERS SERIES TRUST
   Disciplined Mid Cap Stock Portfolio             0.80% to 1.25%      (5.23%) to (4.81%)
   Equity Income Portfolio                         0.80% to 1.25%      (7.76%) to (7.33%)
   Federated Stock Portfolio                       0.80% to 1.25%         0.41% to 0.91%
   Large Cap Portfolio                             0.80% to 1.25%    (18.35%) to (18.02%)
   Lazard International Stock Portfolio            0.80% to 1.25%    (27.09%) to (26.79%)
   MFS Emerging Growth Portfolio                            1.25%                 (3.45%)
   MFS Mid Cap Growth Portfolio                    0.80% to 1.25%    (24.62%) to (24.27%)
   MFS Research Portfolio                          0.80% to 1.25%    (23.43%) to (23.06%)
   Social Awareness Stock Portfolio                0.80% to 1.25%    (16.76%) to (16.27%)
   Travelers Quality Bond Portfolio                0.80% to 1.25%         5.78% to 6.30%
   U.S. Government Securities Portfolio            0.80% to 1.25%         4.49% to 5.00%
   Utilities Portfolio                             0.80% to 1.25%    (23.94%) to (23.67%)
TRAVELERS SERIES FUND INC
   Alliance Growth Portfolio                       0.80% to 1.25%    (14.41%) to (14.10%)
   MFS Total Return Portfolio                      0.80% to 1.25%      (1.31%) to (0.78%)
   Putnam Diversified Income Portfolio             0.80% to 1.25%         2.48% to 2.93%
   Smith Barney Aggressive Growth Portfolio        0.80% to 1.25%      (8.75%) to (8.42%)
   Smith Barney High Income Portfolio              0.80% to 1.25%      (5.04%) to (4.47%)
   Smith Barney International All Cap Growth
      Portfolio                                    0.80% to 1.25%    (32.03%) to (31.70%)
   Smith Barney Large Capitalization Growth
      Portfolio                                    0.80% to 1.25%    (13.60%) to (13.21%)
VAN KAMPEN LIFE INVESTMENT TRUST
   Enterprise Portfolio - Class II Shares                   1.25%                  5.45%
VARIABLE ANNUITY PORTFOLIOS
   Smith Barney Small Cap Growth Opportunities
      Portfolio                                             1.25%                (10.92%)
VARIABLE INSURANCE PRODUCTS FUND II
   Asset Manager Portfolio - Service Class 2       0.80% to 1.25%      (5.60%) to (5.16%)
   Contrafund(R)Portfolio - Service Class 2                 1.25%                  0.42%
VARIABLE INSURANCE PRODUCTS FUND III
   Mid Cap Portfolio - Service Class 2                      1.25%                  2.49%



     * Total return lowest and highest range displayed is calculated from the
     beginning of the fiscal year to the end of the fiscal year except where a
     unit value inception date occurred during the course of the current fiscal
     year. In this case, the inception date unit value is used in the
     computation.

     + Less than 1,000


                                      -61-



                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

8.   SCHEDULE OF ACCUMULATION AND ANNUITY UNITS FOR SEPARATE ACCOUNT SIX FOR THE
     YEARS ENDED DECEMBER 31, 2001 AND 2000


                                                 CAPITAL APPRECIATION FUND   HIGH YIELD BOND TRUST     MANAGED ASSETS TRUST
                                                 -------------------------   ---------------------   -----------------------
                                                     2001         2000         2001        2000         2001         2000
                                                  ----------   ----------    ---------   ---------   ----------   ----------
Accumulation and annuity units
   beginning of year .........................    19,635,726           --    2,629,884     972,621   18,011,991    5,592,380
Accumulation units purchased and
   transferred from other Travelers accounts..     9,712,613   20,242,775    1,379,460   1,944,495    5,048,652   13,019,547
Accumulation units redeemed and
   transferred to other Travelers accounts ...    (4,833,046)    (607,049)    (580,789)   (286,071)  (2,984,547)    (599,936)
Annuity units ................................                         --       (1,924)     (1,161)          --           --
                                                  ----------   ----------    ---------   ---------   ----------   ----------
Accumulation and annuity units
   end of year ...............................    24,515,293   19,635,726    3,426,631   2,629,884   20,076,096   18,011,991
                                                  ==========   ==========    =========   =========   ==========   ==========


                                                                                AIM V.I.            CITISTREET
                                                   MONEY MARKET PORTFOLIO     VALUE  FUND     DIVERSIFIED  BOND FUND
                                                 -------------------------   --------------   -----------------------
                                                    2001           2000       2001     2000      2001         2000
                                                 -----------   -----------   -------   ----   ----------   ----------
Accumulation and annuity units
   beginning of year .........................    13,144,040     5,599,823        --     --   13,925,081    3,769,373
Accumulation units purchased and
   transferred from other Travelers accounts..    18,067,893    20,300,692   115,355     --   35,870,196   10,763,667
Accumulation units redeemed and
   transferred to other Travelers accounts ...   (13,693,695)  (12,756,475)  (12,566)    --   (5,917,422)    (609,758)
Annuity units ................................          (117)           --        --     --       (2,697)       1,799
                                                 -----------   -----------   -------    ---   ----------   ----------
Accumulation and annuity units
   end of year ...............................    17,518,121    13,144,040   102,789     --   43,875,158   13,925,081
                                                 ===========   ===========   =======    ===   ==========   ==========


                                                 CITISTREET INTERNATIONAL   CITISTREET LARGE COMPANY   CITISTREET SMALL COMPANY
                                                        STOCK FUND                 STOCK FUND                 STOCK FUND
                                                 ------------------------   ------------------------   ------------------------
                                                    2001          2000          2001         2000         2001         2000
                                                 -----------   ----------   ----------    ----------    ----------   ---------
Accumulation and annuity units
   beginning of year .........................    12,728,667    3,503,733   23,782,730     5,925,750     9,705,400   2,656,210
Accumulation units purchased and
   transferred from other Travelers accounts..    17,054,643    9,932,041   24,148,377    18,947,512     5,160,851   7,516,464
Accumulation units redeemed and
   transferred to other Travelers accounts ...    (4,149,639)    (707,820)  (3,351,503)   (1,092,005)   (3,755,167)   (467,849)
Annuity units ................................          (633)         713       (1,307)        1,473          (511)        575
                                                 -----------   ----------   ----------    ----------    ----------   ---------
Accumulation and annuity units
   end of year ...............................    25,633,038   12,728,667   44,578,297    23,782,730    11,110,573   9,705,400
                                                 ===========   ==========   ==========    ==========    ==========   =========


                                                                                                        CREDIT SUISSE
                                                          GLOBAL                INTERMEDIATE-           TRUST EMERGING
                                                  HIGH-YIELD BOND FUND         TERM BOND FUND          MARKETS PORTFOLIO
                                                 ----------------------   ------------------------   ---------------------
                                                    2001        2000         2001          2000         2001       2000
                                                 ----------   ---------   -----------   ----------   ---------   ---------
Accumulation and annuity units
   beginning of year ................... .....    4,400,045   1,411,684    10,157,599    3,076,549   1,459,343     618,249
Accumulation units purchased and
   transferred from other Travelers accounts..      629,313   3,415,527     2,351,339    7,544,822      91,718   1,060,688
Accumulation units redeemed and
   transferred to other Travelers accounts....   (5,029,328)   (426,716)  (12,508,429)    (465,553)   (234,901)   (219,594)
Annuity units ................................          (30)       (450)         (509)       1,781          --          --
                                                 ----------   ---------   -----------   ----------   ---------   ---------
Accumulation and annuity units
   end of year ...............................           --   4,400,045            --   10,157,599   1,316,160   1,459,343
                                                 ==========   =========   ===========   ==========   =========   =========



                                      -62-



                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

8.   SCHEDULE OF ACCUMULATION AND ANNUITY UNITS FOR SEPARATE ACCOUNT SIX
     FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000 (CONTINUED)


                                                                                             DREYFUS APPRECIATION
                                                                           SMALL CAP         PORTFOLIO - INITIAL
                                                     REIT SERIES          VALUE SERIES              CLASS
                                                 ------------------   -------------------   ---------------------
                                                   2001      2000        2001      2000        2001       2000
                                                 --------   -------   ---------   -------   ---------   ---------
Accumulation and annuity units
   beginning of year .........................    386,842    22,639     324,816   184,589   5,308,116   2,691,781
Accumulation units purchased and
   transferred from other Travelers accounts..    418,631   389,840     817,085   181,642   1,325,743   3,247,101
Accumulation units redeemed and
   transferred to other Travelers accounts ...   (108,411)  (25,637)   (105,116)  (41,415)   (791,544)   (629,773)
Annuity units ................................         --        --          --        --        (196)       (993)
                                                 --------   -------   ---------   -------   ---------   ---------
Accumulation and annuity units
   end of year ...............................    697,062   386,842   1,036,785   324,816   5,842,119   5,308,116
                                                 ========   =======   =========   =======   =========   =========


                                                 SMALL CAP PORTFOLIO -    APPRECIATION    EQUITY INDEX PORTFOLIO -
                                                     INITIAL CLASS         PORTFOLIO           CLASS II SHARES
                                                 ---------------------   --------------   ------------------------
                                                   2001         2000       2001    2000      2001         2000
                                                 ---------   ---------   -------   ----   ----------   -----------
Accumulation and annuity units
   beginning of year .........................   5,795,462   1,105,159        --     --   16,836,794    6,160,292
Accumulation units purchased and
   transferred from other Travelers accounts..   2,397,651   4,911,894   173,879     --    5,157,965   11,554,147
Accumulation units redeemed and
   transferred to other Travelers accounts ...    (640,488)   (221,591)       --     --   (1,975,177)    (854,228)
Annuity units ................................          --          --        --     --      (10,092)     (23,417)
                                                 ---------   ---------   -------    ---   ----------   ----------
Accumulation and annuity units
   end of year ...............................   7,552,625   5,795,462   173,879     --   20,009,490   16,836,794
                                                 =========   =========   =======    ===   ==========   ==========


                                                                      AGGRESSIVE
                                                                        GROWTH           BALANCE
                                                    FUNDAMENTAL       PORTFOLIO -      PORTFOLIO -
                                                  VALUE PORTFOLIO   SERVICE SHARES    SERVICE SHARES
                                                 ----------------   --------------   ---------------
                                                   2001      2000    2001    2000      2001     2000
                                                 ---------   ----   ------   ----    --------   ----
Accumulation and annuity units
   beginning of year .........................          --     --       --     --          --     --
Accumulation units purchased and
   transferred from other Travelers accounts..   2,799,491     --   76,227     --     324,609     --
Accumulation units redeemed and
   transferred to other Travelers accounts ...     (21,765)    --       --     --     (36,080)    --
Annuity units ................................          --     --       --     --          --     --
                                                 ---------    ---   ------    ---    --------    ---
Accumulation and annuity units
   end of year ...............................   2,777,726     --   76,227     --     288,529     --
                                                 =========    ===   ======    ===    ========    ===


                                                    WORLDWIDE GROWTH                           TOTAL RETURN
                                                       PORTFOLIO -                                 BOND
                                                     SERVICE SHARES       EQUITY PORTFOLIO      PORTFOLIO
                                                 ----------------------   -----------------   --------------
                                                    2001         2000       2001      2000     2001     2000
                                                 ----------   ---------   -------   -------   -------   ----
Accumulation and annuity units
   beginning of year .........................    9,106,418          --   210,914   150,291        --     --
Accumulation units purchased and
   transferred from other Travelers accounts..    3,063,549   9,555,951   160,004    70,889   331,109     --
Accumulation units redeemed and
   transferred to other Travelers accounts ...   (1,241,093)   (449,533)   (4,637)  (10,266)  (69,683)    --
Annuity units ................................           --          --        --        --        --
                                                 ----------   ---------   -------   -------   -------    ---
Accumulation and annuity units
   end of year ...............................   10,928,874   9,106,418   366,281   210,914   261,426     --
                                                 ==========   =========   =======   =======   =======    ===



                                      -63-



                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

8    SCHEDULE OF ACCUMULATION AND ANNUITY UNITS FOR SEPARATE ACCOUNT SIX
     FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000 (CONTINUED)



                                               PUTNAM VT INTERNATIONAL GROWTH   PUTNAM VT SMALL CAP VALUE    PUTNAM VT VOYAGER II
                                                   FUND - CLASS IB SHARES         FUND - CLASS IB SHARES    FUND - CLASS IB SHARES
                                               ------------------------------   -------------------------   ----------------------
                                                        2001     2000                  2001     2000              2001   2000
                                                      --------   ----                 -------   ----              ----   ----
Accumulation and annuity units
   beginning of year .......................                       --                      --     --                --     --
Accumulation units purchased and
   transferred from other Travelers
      accounts .............................           864,532     --                 477,093     --               417     --
Accumulation units redeemed and
   transferred to other Travelers
      accounts .............................          (729,530)    --                 (86,145)    --                --     --
Annuity units ..............................                --     --                      --     --                --     --
                                                      --------    ---                 -------    ---               ---    ---
Accumulation and annuity units
   end of year .............................           135,002     --                 390,948     --               417     --
                                                      ========    ===                 =======    ===               ===    ===


                                                   CAPITAL FUND           INVESTORS FUND       SMALL CAP GROWTH FUND
                                               ---------------------   ---------------------   ---------------------
                                                 2001         2000       2001         2000         2001     2000
                                               ---------   ---------   ---------   ---------      -------   ----
Accumulation and annuity units
   beginning of year .......................   4,052,912   1,412,235   1,647,322     670,754           --     --
Accumulation units purchased and
   transferred from other Travelers
      accounts .............................   3,214,852   2,801,849   1,857,541   1,062,815      124,829     --
Accumulation units redeemed and
   transferred to other Travelers
      accounts .............................    (548,409)   (160,809)   (276,699)    (86,247)      (2,327)    --
Annuity units ..............................      (2,773)       (363)         --          --           --     --
                                               ---------   ---------   ---------   ---------      -------    ---
Accumulation and annuity units
   end of year .............................   6,716,582   4,052,912   3,228,164   1,647,322      122,502     --
                                               =========   =========   =========   =========      =======    ===


                                                                   SMITH BARNEY LARGE CAP CORE   SMITH BARNEY PREMIER SELECTIONS
                                               TOTAL RETURN FUND            PORTFOLIO               ALL CAP GROWTH PORTFOLIO
                                               -----------------   ---------------------------   -------------------------------
                                                2001       2000            2001    2000                    2001     2000
                                               -------   -------          ------   ----                   -------   ----
Accumulation and annuity units
   beginning of year .......................   222,145   163,763              --     --                        --     --
Accumulation units purchased and
   transferred from other Travelers
      accounts .............................   160,839   109,737          86,483     --                    26,311     --
Accumulation units redeemed and
   transferred to other Travelers
      accounts .............................   (47,290)  (51,355)             --     --                   (20,381)    --
Annuity units ..............................        --        --              --     --                        --     --
                                               -------   -------          ------    ---                   -------    ---
Accumulation and annuity units
   end of year .............................   335,694   222,145          86,483     --                     5,930     --
                                               =======   =======          ======    ===                   =======    ===


                                                                                MONTGOMERY VARIABLE SERIES:    DISCIPLINED MID CAP
                                               STRONG MULTI CAP VALUE FUND II           GROWTH FUND              STOCK PORTFOLIO
                                               ------------------------------   ---------------------------   ----------------------
                                                      2001       2000                  2001       2000          2001         2000
                                                     -------   -------               --------   -------       ---------   ----------
Accumulation and annuity units
   beginning of year .......................         261,811   121,190                795,705   589,795       1,889,239     131,236
Accumulation units purchased and
   transferred from other Travelers
      accounts .............................         270,199   140,621                  3,924   230,170       1,791,899   1,828,263
Accumulation units redeemed and
   transferred to other Travelers
      accounts .............................         (38,517)       --               (142,274)  (24,260)       (409,389)    (70,260)
Annuity units ..............................              --        --                     --        --              --          --
                                                     -------   -------               --------   -------       ---------   ---------
Accumulation and annuity units
   end of year .............................         493,493   261,811                657,355   795,705       3,271,749   1,889,239
                                                     =======   =======               ========   =======       =========   =========



                                      -64-



                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

8.   SCHEDULE OF ACCUMULATION AND ANNUITY UNITS FOR SEPARATE ACCOUNT SIX
     FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000 (CONTINUED)


                                               DISCIPLINED SMALL CAP STOCK
                                                       PORTFOLIO             EQUITY INCOME PORTFOLIO   FEDERATED STOCK PORTFOLIO
                                               ---------------------------   -----------------------   -------------------------
                                                     2001      2000             2001          2000          2001      2000
                                                   --------   -------         ---------   ---------        -------   -------
Accumulation and annuity units
   beginning of year .......................        351,833    41,709         4,973,260   2,679,308        505,082   342,000
Accumulation units purchased and
   transferred from other Travelers
      accounts .............................        152,083   343,890         2,923,606   2,678,799        295,674   197,008
Accumulation units redeemed and
   transferred to other Travelers
      accounts .............................       (503,355)  (34,538)         (674,666)   (384,316)       (26,565)  (33,926)
Annuity units ..............................           (561)      772              (104)       (531)            --        --
                                                   --------   -------         ---------   ---------        -------   -------
Accumulation and annuity units
   end of year .............................             --   351,833         7,222,096   4,973,260        774,191   505,082
                                                   ========   =======         =========   =========        =======   =======


                                                                        LAZARD INTERNATIONAL STOCK
                                                LARGE CAP PORTFOLIO              PORTFOLIO           MFS EMERGING GROWTH PORTFOLIO
                                               ----------------------   --------------------------   -----------------------------
                                                  2001         2000           2001      2000                  2001    2000
                                               ----------   ---------       --------   -------               ------   ----
Accumulation and annuity units
   beginning of year .......................    9,071,979   3,074,458        368,436   132,031                   --     --
Accumulation units purchased and
   transferred from other Travelers
      accounts .............................    1,998,508   6,679,772        627,299   335,948               10,322     --
Accumulation units redeemed and
   transferred to other Travelers
      accounts .............................   (1,324,692)   (682,251)      (594,878)  (99,109)                  --     --
Annuity units ..............................           --          --            (86)     (434)                  --     --
                                               ----------   ---------       --------   -------               ------    ---
Accumulation and annuity units
   end of year .............................    9,745,795   9,071,979        400,771   368,436               10,322     --
                                               ==========   =========       ========   =======               ======    ===


                                                                                                       SOCIAL AWARENESS STOCK
                                               MFS MID CAP GROWTH PORTFOLIO   MFS RESEARCH PORTFOLIO          PORTFOLIO
                                               ----------------------------   ----------------------   ----------------------
                                                     2001         2000          2001         2000        2001         2000
                                                   ---------   ---------      ---------   ---------    ---------   ----------
Accumulation and annuity units
   beginning of year .......................       5,092,687     542,135      1,264,562     169,528    4,079,194   1,896,259
Accumulation units purchased and
   transferred from other Travelers
      accounts .............................       1,361,171   4,609,628         57,366   1,165,215    1,431,217   2,694,535
Accumulation units redeemed and
   transferred to other Travelers
      accounts .............................        (675,011)    (58,977)       (60,382)    (70,181)    (595,080)   (511,600)
Annuity units ..............................          (1,043)        (99)            --          --           --          --
                                                   ---------   ---------      ---------   ---------    ---------   ---------
Accumulation and annuity units
   end of year .............................       5,777,804   5,092,687      1,261,546   1,264,562    4,915,331   4,079,194
                                                   =========   =========      =========   =========    =========   =========


                                                                           TRAVELERS QUALITY BOND       U S GOVERNMENT SECURITIES
                                               STRATEGIC STOCK PORTFOLIO         PORTFOLIO                     PORTFOLIO
                                               -------------------------   ----------------------   -------------------------------
                                                    2001       2000           2001         2000             2001        2000
                                                  --------   -------       ----------   ---------         ---------   ---------
Accumulation and annuity units
   beginning of year .......................       195,578    75,116        2,888,334   1,520,349         3,139,057   1,215,619
Accumulation units purchased and
   transferred from other Travelers
      accounts .............................        57,148   136,306        3,401,393   2,252,919         3,890,244   2,385,731
Accumulation units redeemed and
   transferred to other Travelers
      accounts .............................      (252,726)  (15,844)      (1,044,175)   (884,715)         (900,337)   (461,798)
Annuity units ..............................            --        --           (1,689)       (219)              (98)       (495)
                                                  --------   -------       ----------   ---------         ---------   ---------
Accumulation and annuity units
   end of year .............................            --   195,578        5,243,863   2,888,334         6,128,866   3,139,057
                                                  ========   =======       ==========   =========         =========   =========


                                      -65-



                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

8.   SCHEDULE OF ACCUMULATION AND ANNUITY UNITS FOR SEPARATE ACCOUNT SIX
     FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000 (CONTINUED)


                                                                                AIM CAPITAL                ALLIANCE
                                                   UTILITIES PORTFOLIO    APPRECIATION PORTFOLIO       GROWTH PORTFOLIO
                                                  ---------------------   -----------------------   -----------------------
                                                    2001        2000         2001         2000         2001         2000
                                                  ---------   ---------      ----         ----      ----------   ----------
Accumulation and annuity units
   beginning of year ..........................   2,631,559     479,180        --          --       15,120,039    5,142,445
Accumulation units purchased and
   transferred from other Travelers accounts ..   1,461,420   2,213,807       605          --        2,954,792   10,474,166
Accumulation units redeemed and
   transferred to other Travelers accounts ....    (586,182)    (61,428)     (605)         --       (1,581,917)    (495,505)
Annuity units .................................          --          --        --          --           (2,842)      (1,067)
                                                  ---------   ---------      ----          --       ----------   ----------
Accumulation and annuity units
   end of year ................................   3,506,797   2,631,559        --          --       16,490,072   15,120,039
                                                  =========   =========      ====          ==       ==========   ==========


                                                        MFS TOTAL           PUTNAM DIVERSIFIED      SMITH BARNEY AGGRESSIVE
                                                    RETURN PORTFOLIO         INCOME PORTFOLIO          GROWTH PORTFOLIO
                                                  ---------------------   -----------------------   -----------------------
                                                    2001        2000          2001      2000             2001      2000
                                                  ---------   ---------      -------   -------         ---------   ----
Accumulation and annuity units
   beginning of year ..........................   3,238,201     879,003      316,519   188,752                --    --
Accumulation units purchased and
   transferred from other Travelers accounts ..   5,046,517   2,489,668      231,743   130,731         3,471,630    --
Accumulation units redeemed and
   transferred to other Travelers accounts ....    (998,976)   (130,470)     (58,858)   (2,964)          (80,760)   --
Annuity units .................................          --          --           --        --                --    --
                                                  ---------   ---------      -------   -------         ---------    --
Accumulation and annuity units
   end of year ................................   7,285,742   3,238,201      489,404   316,519         3,390,870    --
                                                  =========   =========      =======   =======         =========    ==


                                                                                                          SMITH BARNEY
                                                    SMITH BARNEY HIGH     SMITH BARNEY INTERNATIONAL   LARGE CAPITALIZATION
                                                    INCOME PORTFOLIO       ALL CAP GROWTH PORTFOLIO     GROWTH PORTFOLIO
                                                  ---------------------   --------------------------   ---------------------
                                                     2001      2000           2001         2000          2001        2000
                                                   --------   -------      ----------   ----------     ---------   ---------
Accumulation and annuity units
   beginning of year ..........................     296,167   174,517       3,294,958      976,258     6,788,321   2,909,087
Accumulation units purchased and
   transferred from other Travelers accounts ..     185,389   186,845       2,417,034    4,450,421     1,036,346   4,177,618
Accumulation units redeemed and
   transferred to other Travelers accounts ....    (129,018)  (65,195)     (2,374,493)  (2,131,721)     (671,334)   (299,529)
Annuity units .................................          --        --              --           --        (1,014)      1,145
                                                   --------   -------      ----------   ----------     ---------   ---------
Accumulation and annuity units
   end of year ................................     352,538   296,167       3,337,499    3,294,958     7,152,319   6,788,321
                                                   ========   =======      ==========   ==========     =========   =========


                                                                                SMITH BARNEY
                                                  ENTERPRISE PORTFOLIO -      SMALL CAP GROWTH       ASSET MANAGER PORTFOLIO
                                                     CLASS II SHARES       OPPORTUNITIES PORTFOLIO     - SERVICE CLASS 2
                                                  ----------------------   -----------------------   -----------------------
                                                       2001    2000             2001     2000           2001        2000
                                                       -----   ----            -------   ----         ---------   ---------
Accumulation and annuity units
   beginning of year ..........................           --    --                  --    --          1,442,834          --
Accumulation units purchased and
   transferred from other Travelers accounts ..        4,883    --              79,394    --            857,944   1,459,176
Accumulation units redeemed and
   transferred to other Travelers accounts ....           --    --             (53,821)   --           (208,654)    (16,342)
Annuity units .................................           --    --                  --    --                 --          --
                                                       -----    --             -------    --          ---------   ---------
Accumulation and annuity units
   end of year ................................        4,883    --              25,573    --          2,092,124   1,442,834
                                                       =====    ==             =======    ==          =========   =========



                                      -66-



                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

8.   SCHEDULE OF ACCUMULATION AND ANNUITY UNITS FOR SEPARATE ACCOUNT SIX
     FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000 (CONTINUED)

                                                   CONTRAFUND(R) PORTFOLIO   DYNAMIC CAPITAL APPRECIATION   MID CAP PORTFOLIO
                                                      - SERVICE CLASS 2      PORTFOLIO - SERVICE CLASS 2     SERVICE CLASS 2
                                                   -----------------------   ----------------------------   -----------------
                                                         2001    2000                2001    2000             2001     2000
                                                        ------   ----               ------   ----            -------   ----
Accumulation and annuity units
   beginning of year ..........................             --    --                    --    --                  --    --
Accumulation units purchased and
   transferred from other Travelers accounts ..         73,969    --                 9,904    --             125,798    --
Accumulation units redeemed and
   transferred to other Travelers accounts ....             --    --                (9,904)   --             (10,727)   --
Annuity units .................................             --    --                    --    --                  --    --
                                                        ------    --                ------    --             -------    --
Accumulation and annuity units
   end of year ................................         73,969    --                    --    --             115,071    --
                                                        ======    ==                ======    ==             =======    ==


                                                           COMBINED
                                                   -------------------------
                                                      2001          2000
                                                   -----------   -----------
Accumulation and annuity units
   beginning of year ..........................    241,477,602    68,967,850
Accumulation units purchased and
   transferred from other Travelers accounts ..    179,718,671   199,835,332
Accumulation units redeemed and
   transferred to other Travelers accounts ....    (77,763,103)  (27,304,609)
Annuity units .................................        (28,226)      (20,971)
                                                   -----------   -----------
Accumulation and annuity units
    end of year ...............................    343,404,944   241,477,602
                                                   ===========   ===========


                                      -67-



                          INDEPENDENT AUDITORS' REPORT

The Board of Directors of The Travelers Life and Annuity Company and Owners of
Variable Annuity Contracts of The Travelers Separate Account Six for Variable
Annuities:

We have audited the accompanying statement of assets and liabilities of The
Travelers Separate Account Six for Variable Annuities (comprised of the
sub-accounts listed in note 1 to financial statements) (collectively, "the
Account") as of December 31, 2001, and the related statement of operations for
the year then ended and the statement of changes in net assets for each of the
years in the two-year period then ended, and the financial highlights for the
year then ended. These financial statements and financial highlights are the
responsibility of the Account's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of shares owned as of December
31, 2001, by correspondence with the underlying funds. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
Account as of December 31, 2001, the results of its operations for the year then
ended, the changes in its net assets for each of the years in the two-year
period then ended, and the financial highlights for the year then ended, in
conformity with accounting principles generally accepted in the United States of
America.

                                  /s/ KPMG LLP

Hartford, Connecticut
March 15, 2002




                              INDEPENDENT AUDITORS
                                    KPMG LLP
                              Hartford, Connecticut

This report is prepared for the general information of contract owners and is
not an offer of units of The Travelers Separate Account Six for Variable
Annuities or shares of Separate Account Six's underlying funds. It should not be
used in connection with any offer except in conjunction with the Prospectus for
The Travelers Separate Account Six for Variable Annuities product(s) offered by
The Travelers Life and Annuity Company and the Prospectuses for the underlying
funds, which collectively contain all pertinent information, including the
applicable sales commissions.

Independent Auditors’ Report

The Board of Directors and Shareholder
The Travelers Life and Annuity Company:

We have audited the accompanying balance sheets of The Travelers Life and Annuity Company as of December 31, 2001 and 2000, and the related statements of income, changes in retained earnings and accumulated other changes in equity from nonowner sources, and cash flows for each of the years in the three-year period ended December 31, 2001. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Travelers Life and Annuity Company as of December 31, 2001 and 2000, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the financial statements, the Company changed its method of accounting for derivative instruments and hedging activities and for securitized financial assets in 2001.

/s/KPMG LLP

Hartford, Connecticut
January 17, 2002, except as to
      Note 13, which is as of February 8, 2002

THE TRAVELERS LIFE AND ANNUITY COMPANY
STATEMENTS OF INCOME
($ in thousands)

	For the Year Ended December 31,
	2001			2000			1999
REVENUES
Premiums	$	39,222		$	33,941		$	25,270
Net investment income		251,054			214,174			177,179
Realized investment gains (losses)		26,144			(7,396	)		(4,973	)
Fee income		173,113			127,378			63,722
Other revenues		14,317			9,625			4,072
Total Revenues		503,850			377,722			265,270
BENEFITS AND EXPENSES
Current and future insurance benefits		88,842			78,403			78,072
Interest credited to contractholders		125,880			77,579			56,216
Amortization of deferred acquisition costs		89,475			68,254			38,902
Operating expenses		23,404			14,095			11,326
Total Benefits and Expenses		327,601			238,331			184,516
Income before federal income taxes and cumulative effect of change in    accounting principle		176,249			139,391			80,754
Federal income taxes
Current		(19,007	)		11,738			21,738
Deferred		80,096			36,748			6,410
Total Federal Income Taxes		61,089			48,486			28,148
Income before cumulative effect of change in accounting principle		115,160			90,905			52,606
Cumulative effect of change in accounting for derivative instruments    and hedging activities, net of tax		(62	)		—			—
Net income	$	115,098		$	90,905		$	52,606

See Notes to Financial Statements.

2

THE TRAVELERS LIFE AND ANNUITY COMPANY
BALANCE SHEETS
($ in thousands)

	At December 31,
	2001		2000
ASSETS
Fixed maturities, available for sale at fair value (including $102,347 and $49,465    subject to securities lending agreements)	$	3,352,227	$	2,297,141
Equity securities, at fair value		15,738		22,551
Mortgage loans		125,629		132,768
Short-term securities		206,759		247,377
Other invested assets		238,429		222,325
Total Investments		3,938,782		2,922,162
Separate accounts		7,681,791		6,802,985
Deferred acquisition costs		814,369		579,567
Premiums and fees receivable		56,207		26,184
Other assets		165,118		153,423
Deferred federal income taxes		—		11,296
Total Assets	$	12,656,267	$	10,495,617
LIABILITIES
Future policy benefits and claims	$	1,040,856	$	989,576
Contractholder funds		2,624,570		1,631,611
Separate accounts		7,681,791		6,802,985
Other liabilities		261,395		211,441
Deferred federal income taxes		70,091		—
Total Liabilities		11,678,703		9,635,613
SHAREHOLDER’S EQUITY
Common stock, par value $100; 100,000 shares authorized, 30,000 issued and    outstanding		3,000		3,000
Additional paid-in capital		417,316		417,316
Retained earnings		541,164		426,066
Accumulated other changes in equity from nonowner sources		16,084		13,622
Total Shareholder’s Equity		977,564		860,004
Total Liabilities and Shareholder’s Equity	$	12,656,267	$	10,495,617

See Notes to Financial Statements.

3

THE TRAVELERS LIFE AND ANNUITY COMPANY
STATEMENTS OF CHANGES IN RETAINED EARNINGS AND ACCUMULATED
OTHER CHANGES IN EQUITY FROM NONOWNER SOURCES
($ in thousands)

	For the Year Ended December 31,
	2001			2000			1999
Statement of Changes in Retained Earnings
Balance, beginning of year	$	426,066		$	335,161		$	282,555
Net income		115,098			90,905			52,606
Balance, end of year	$	541,164		$	426,066		$	335,161
Statement of Accumulated Other Changes In Equity From    Nonowner Sources
Balance, beginning of year	$	13,622		$	(39,312	)	$	87,889
Cumulative effect of change in accounting for derivative instruments    and hedging activities, net of tax		62			—			—
Unrealized gains (losses), net of tax		(924	)		52,934			(127,201	)
Derivative instrument hedging activity gains, net of tax		3,324			—			—
Balance, end of year	$	16,084		$	13,622		$	(39,312	)
Summary of Changes in Equity From Nonowner Sources
Net Income	$	115,098		$	90,905		$	52,606
Other changes in equity from nonowner sources		2,462			52,934			(127,201	)
Total changes in equity from nonowner sources	$	117,560		$	143,839		$	(74,595	)

See Notes to Financial Statements.

4

THE TRAVELERS LIFE AND ANNUITY COMPANY
STATEMENTS OF CASH FLOWS
Increase (Decrease) In Cash
($ in thousands)

	For the Years Ended December 31,
	2001			2000			1999
CASH FLOWS FROM OPERATING ACTIVITIES
Premiums collected	$	37,915		$	33,609		$	24,804
Net investment income received		211,179			186,362			150,107
Benefits and claims paid		(103,224	)		(96,890	)		(94,503	)
Interest credited to contractholders		(125,880	)		(77,579	)		(50,219	)
Operating expenses paid		(354,506	)		(325,180	)		(235,166	)
Income taxes (paid) received		45,257			(38,548	)		(29,369	)
Other, including fee income		180,710			176,822			46,028
Net cash used in operating activities		(108,549	)		(141,404	)		(188,318	)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of investments
Fixed maturities		97,712			220,841			213,402
Mortgage loans		20,941			28,477			28,002
Proceeds from sales of investments
Fixed maturities		938,987			843,856			774,096
Equity securities		6,363			30,772			5,146
Mortgage loans		—			15,260			—
Real estate held for sale		(36	)		2,115			—
Purchases of investments
Fixed maturities		(2,022,618	)		(1,564,237	)		(1,025,110	)
Equity securities		(2,274	)		(20,361	)		(12,524	)
Mortgage loans		(14,494	)		(17,016	)		(8,520	)
Policy loans, net		(3,395	)		(2,675	)		(5,316	)
Short-term securities (purchases) sales, net		40,618			(166,259	)		45,057
Other investment (purchases) sales, net		(6,334	)		327			(44,621	)
Securities transactions in course of settlement, net		64,698			21,372			(7,033	)
Net cash used in investing activities		(879,832	)		(607,528	)		(37,421	)
CASH FLOWS FROM FINANCING ACTIVITIES
Contractholder fund deposits		1,178,421			629,138			308,953
Contractholder fund withdrawals		(185,464	)		(115,289	)		(83,817	)
Contribution from parent company		—			250,000			—
Net cash provided by financing activities		992,957			763,849			225,136
Net increase (decrease) in cash		4,576			14,917			(603	)
Cash at beginning of period		14,938			21			624
Cash at December 31,	$	19,514		$	14,938		$	21

See Notes to Financial Statements.

5

THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant accounting policies used in the preparation of the accompanying financial statements follow.

Basis of Presentation

The Travelers Life and Annuity Company (the Company) is a wholly owned subsidiary of The Travelers Insurance Company (TIC), an indirect wholly owned subsidiary of Citigroup Inc. (Citigroup). On February 4, 2002 the Travelers Insurance Group Inc. (TIGI), TIC’s parent at December 31, 2001, changed its name to Travelers Property Casualty Corp. (TPC). TPC has filed a registration statement on Form S-1, relating to an offering of common stock and other securities, with the Securities and Exchange Commission on February 8, 2002. At the time of such offering, it is expected that TIC will no longer be a subsidiary of TPC, but will remain an indirect wholly owned subsidiary of Citigroup. See Note 13 of Notes to Financial Statements. The financial statements and accompanying footnotes of the Company are prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). The preparation of financial statements in conformit y with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and benefits and expenses during the reporting period. Actual results could differ from those estimates.

The Company offers a variety of variable annuity products where the investment risk is borne by the contractholder, not the Company, and the benefits are not guaranteed. The premiums and deposits related to these products are reported in separate accounts. The Company considers it necessary to differentiate, for financial statement purposes, the results of the risks it has assumed from those it has not.

Certain prior year amounts have been reclassified to conform to the 2001 presentation.

Accounting Changes

Accounting for Derivative Instruments and Hedging Activities

Effective January 1, 2001, the Company adopted the Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (FAS 133). FAS 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives), and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the consolidated balance sheet and measure those instruments at fair value. If certain conditions are met, a derivative may be specifically designated as (a) a hedge of the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment, (b) a hedge of the exposure to variable cash flows of a recognized asset or liability or of a forecasted transaction, or (c) a hedge of the f oreign currency exposure of a net investment in a foreign operation, an unrecognized firm commitment, an available-for-sale security, or a foreign-currency-denominated forecasted transaction. The accounting for changes in the fair value of a derivative (that is, gains and losses) depends on the intended use of the derivative and the resulting designation.

As a result of adopting FAS 133, the Company recorded a charge of $62 thousand after tax, reflected as a cumulative catch-up adjustment in the statement of income and a benefit of $62 thousand after tax, reflected as a cumulative catch-up adjustment in the accumulated other changes in equity from nonowner sources section of shareholder’s equity. During the twelve months ending December 31, 2001, the amount the Company reclassified from accumulated other changes in equity from nonowner sources into realized gains (losses) related to the cumulative effect transition adjustment reported in accumulated other changes in equity from nonowner sources was insignificant.

Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets

In April 2001, the Company adopted the FASB Emerging Issues Task Force (EITF) 99-20, “Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets” (EITF 99-20). EITF 99-20 establishes guidance on the recognition and measurement of interest income and

6

impairment on certain investments, e.g., certain asset-backed securities. The recognition of impairment resulting from the adoption of EITF 99-20 was recorded as a cumulative catch-up adjustment. Interest income on beneficial interest falling within the scope of EITF 99-20 is to be recognized prospectively. The adoption of EITF 99-20 had no effect on the Company’s results of operations, financial condition or liquidity.

Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities

In September 2000, the FASB issued Statement of Financial Accounting Standards No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, a replacement of FASB Statement No. 125” (FAS 140). Provisions of FAS 140 primarily relating to transfers of financial assets and securitizations that differ from provisions of “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” (FAS 125) are effective for transfers taking place after March 31, 2001. Special purpose entities (SPEs) used in securitizations that are currently qualifying SPEs under FAS 125 will continue to be treated as qualifying SPEs so long as they issue no new beneficial interests and accept no new asset transfers after March 31, 2001, other than transfers committed to prior to that date. Under FAS 140 qualifying SPEs are not consolidated by the transferor. FAS 140 also a mends the accounting for collateral and requires new disclosures for collateral, securitizations, and retained interests in securitizations. These provisions are effective for financial statements for fiscal years ending after December 15, 2000. The accounting for collateral, as amended, requires (a) certain assets pledged as collateral to be separately reported in the consolidated balance sheet from assets not so encumbered and (b) disclosure of assets pledged as collateral that have not been reclassified and separately reported. The adoption of FAS 140 did not have a significant effect on the Company’s results of operations, financial condition or liquidity. See Note 2.

Accounting Standards not yet Adopted

Business Combinations, Goodwill and Other Intangible Assets

In July 2001, the FASB issued Statements of Financial Accounting Standards No. 141, “Business Combinations” (FAS 141) and No. 142, “Goodwill and Other Intangible Assets” (FAS 142). These standards change the accounting for business combinations by, among other things, prohibiting the prospective use of pooling-of-interests accounting and requiring companies to stop amortizing goodwill and certain intangible assets with indefinite useful lives created by business combinations accounted for using the purchase method of accounting. Instead, goodwill and intangible assets deemed to have indefinite useful lives will be subject to an annual review for impairment. Other intangible assets that are not deemed to have indefinite useful lives will continue to be amortized over their useful lives. The Company had no goodwill or intangible assets with indefinite useful lives at December 31, 2001.

Asset Retirement Obligations

In June 2001, the FASB issued Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations” (FAS 143). FAS 143 changes the measurement of an asset retirement obligation from a cost-accumulation approach to a fair value approach, where the fair value (discounted value) of an asset retirement obligation is recognized as a liability in the period in which it is incurred and accretion expense is recognized using the credit-adjusted risk-free interest rate in effect when the liability was initially recognized. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and subsequently amortized into expense. The pre-FAS 143 prescribed practice of reporting a retirement obligation as a contra-asset will no longer be allowed. The Company is in the process of assessing the impact of the new standard that will take effect on January 1, 2003.

Impairment or Disposal of Long-Lived Assets

In August 2001, the FASB issued Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (FAS 144). FAS 144 establishes a single accounting model for long-lived assets to be disposed of by sale. A long-lived asset classified as held for sale is to be measured at the lower of its carrying amount or fair value less cost to sell, and depreciation (amortization) is to cease. Impairment is recognized only if the carrying amount of a long-lived asset is not recoverable from its undiscounted cash flows and is measured as the difference between the carrying amount and fair value of the asset. Long-lived assets to be abandoned, exchanged for a similar productive asset, or distributed to owners in a spin-off are considered held and

7

used until disposed of. Accordingly, discontinued operations are no longer to be measured on a net realizable value basis, and future operating losses are no longer recognized before they occur.

The Company adopted FAS 144 effective January 1, 2002. The provisions of the new standard are generally to be applied prospectively and are not expected to significantly affect the Company’s results of operations, financial condition or liquidity.

Accounting Policies

Investments

Fixed maturities include bonds, notes and redeemable preferred stocks. Fair values of investments in fixed maturities are based on quoted market prices or dealer quotes or, if these are not available, discounted expected cash flows using market rates commensurate with the credit quality and maturity of the investment. Also included in fixed maturities are loan-backed and structured securities, which are amortized using the retrospective method. The effective yield used to determine amortization is calculated based upon actual historical and projected future cash flows, which are obtained from a widely accepted securities data provider. Fixed maturities, including instruments subject to securities lending agreements (see Note 2), are classified as “available for sale” and are reported at fair value, with unrealized investment gains and losses, net of income taxes, credited or charged directly to shareholder’s equity.

Equity securities, which include common and non-redeemable preferred stocks, are classified as “available for sale” and are carried at fair value based primarily on quoted market prices. Changes in fair values of equity securities are charged or credited directly to shareholder’s equity, net of income taxes.

Mortgage loans are carried at amortized cost. A mortgage loan is considered impaired when it is probable that the Company will be unable to collect principal and interest amounts due. For mortgage loans that are determined to be impaired, a reserve is established for the difference between the amortized cost and fair market value of the underlying collateral. In estimating fair value, the Company uses interest rates reflecting the current real estate financing market. Impaired loans were insignificant at December 31, 2001 and 2000.

Short-term securities, consisting primarily of money market instruments and other debt issues purchased with a maturity of less than one year, are carried at amortized cost, which approximates fair value.

Other invested assets include partnership investments and real estate joint ventures accounted for on the equity method of accounting. All changes in equity of these investments are recorded in net investment income. Also included in other invested assets are policy loans which are carried at the amount of the unpaid balances that are not in excess of the net cash surrender values of the related insurance policies. The carrying value of policy loans, which have no defined maturities, is considered to be fair value.

Accrual of investment income, included in other assets, is suspended on fixed maturities or mortgage loans that are in default, or on which it is likely that future payments will not be made as scheduled. Interest income on investments in default is recognized only as payment is received. Investments in default were insignificant.

Derivative Financial Instruments

The Company uses derivative financial instruments, including financial futures contracts, interest rate swaps, options and forward contracts, as a means of hedging exposure to interest rate changes, equity price change and foreign currency risk. The Company does not hold or issue derivative instruments for trading purposes. (See Note 8 for a more detailed description of the Company’s derivative use.) Derivative financial instruments in a gain position are reported in the balance sheet in other invested assets while derivative financial instruments in a loss position are reported in the balance sheet in other liabilities.

To qualify for hedge accounting, the hedge relationship is designated and formally documented at inception detailing the particular risk management objective and strategy for the hedge which includes the item and risk that is being hedged, the derivative that is being used, as well as how effectiveness is being assessed. A derivative has to be highly effective in accomplishing the objective of offsetting either changes in fair value or cash flows for the risk being hedged.

8

For fair value hedges, in which derivatives hedge the fair value of assets and liabilities, changes in the fair value of derivatives are reflected in realized investment gains (losses), together with changes in the fair value of the related hedged item. The Company’s fair value hedges are primarily of available-for-sale securities.

For cash flow hedges, the accounting treatment depends on the effectiveness of the hedge. To the extent that derivatives are effective in offsetting the variability of the hedged cash flows, changes in the derivatives’ fair value will not be included in current earnings but are reported in the accumulated other changes in equity from nonowner sources in shareholder’s equity. These changes in fair value will be included in earnings of future periods when earnings are also affected by the variability of the hedged cash flows. To the extent these derivatives are not effective, changes in their fair values are immediately included in realized investment gains (losses). The Company’s cash flow hedges primarily include hedges of floating rate available-for-sale securities.

For net investment hedges, in which derivatives hedge the foreign currency exposure of a net investment in a foreign operation, the accounting treatment will similarly depend on the effectiveness of the hedge. The effective portion of the change in fair value of the derivative, including any forward premium or discount, is reflected in the accumulated other changes in equity from nonowner sources as part of the foreign currency translation adjustment in shareholder’s equity. The ineffective portion is reflected in realized investment gains (losses). For the year ended December 31, 2001 the Company did not utilize net investment hedges.

Derivatives that are used to hedge instruments that are carried at fair value, or do not qualify as hedges under the new rules, are also carried at fair value with changes in value reflected in realized investment gains (losses).

The effectiveness of these hedging relationships is evaluated on a retrospective and prospective basis using quantitative measures of correlation. If a hedge relationship is found to be ineffective, it no longer qualifies as a hedge and any excess gains or losses attributable to such ineffectiveness as well as subsequent changes in fair value are recognized in realized investment gains (losses).

For those hedge relationships that are terminated, hedge designations removed, or forecasted transactions that are no longer expected to occur, the hedge accounting treatment described in the paragraphs above will no longer apply. For fair value hedges, any changes to the hedged item remain as part of the basis of the asset or liability and are ultimately reflected as an element of the yield. For cash flow hedges, any changes in fair value of the end-user derivative remain in the accumulated other changes in equity from nonowner sources in shareholder’s equity and are included in earnings of future periods when earnings are also affected by the variability of the hedged cash flow. If the hedged relationship is discontinued because a forecasted transaction will not occur when scheduled, any changes in fair value of the end-user derivative are immediately reflected in realized investment gains (losses).

Financial instruments with embedded derivatives:

The Company bifurcates an embedded derivative where a.) the economic characteristics and risks of the embedded instrument are not clearly and closely related to the economic characteristics and risks of the host contract, b.) the entire instrument would not otherwise be remeasured at fair value and c.) a separate instrument with the same terms of the embedded instrument would meet the definition of a derivative under FAS 133.

The Company purchases investments that have embedded derivatives, primarily convertible debt securities. These embedded derivatives are carried at fair value with changes in value reflected in realized gains (losses). Derivatives embedded in convertible debt securities are classified in the balance sheet as fixed maturity securities, consistent with the host instruments.

The Company markets certain insurance contracts that have embedded derivatives, primarily variable annuity contracts with put options. These embedded derivatives are carried at fair value with changes in value reflected in realized investment gains (losses) consistent with the hedge instrument. Derivatives embedded in variable annuity contracts are classified in the balance sheet as future policyholder benefits and claims.

Prior to the adoption of FAS 133 on January 1, 2001, end-user derivatives designated as qualifying hedges were accounted for consistent with the risk management strategy as follows. Derivatives used for hedging purposes were generally accounted for using hedge accounting. To qualify for hedge accounting the change in value of the derivative was expected to substantially offset the changes in value of the hedged item. Hedges were monitored to ensure that there was a high correlation between the derivative instruments and the hedged investment. Derivatives that did not qualify for hedge accounting were marked to market with changes in market value reflected in the statement of income as realized gains (losses).

9

Payments to be received or made under interest rate swaps were accrued and recognized in net investment income. Swaps hedging investments were carried at fair value with unrealized gains (losses), net of taxes, charged directly to shareholder’s equity. Gains and losses arising from financial future contracts were used to adjust the basis of hedged investments and were recognized in net investment income over the life of the investment. Gains and losses arising from equity index options were marked to market with changes in market value reflected in realized investments gains (losses). Forward contracts hedging investments were marked to market based on changes in the spot rate with changes in market value reflected in realized investments gains (losses) and any forward premium or discount was recognized in net investment income over the life of the contract.

Investment Gains and Losses

Realized investment gains and losses are included as a component of pre-tax revenues based upon specific identification of the investments sold on the trade date. Other-than-temporary declines in fair value of investments are included in realized investment gains and losses. Also included are gains and losses arising from the remeasurement of the local currency value of foreign investments to U.S. dollars, the functional currency of the Company.

Separate Accounts

The Company has separate account assets and liabilities representing funds for which investment income and investment gains and losses accrue directly to, and investment risk is borne by, the contractholders. Each of these accounts have specific investment objectives. The assets and liabilities of these accounts are carried at fair value, and amounts assessed to the contractholders for management services are included in fee income. Deposits, net investment income and realized investment gains and losses for these accounts are excluded from revenues, and related liability increases are excluded from benefits and expenses.

Deferred Acquisition Costs

Costs of acquiring individual life insurance and annuity business, principally commissions and certain expenses related to policy issuance, underwriting and marketing, all of which vary with and are primarily related to the production of new business, are deferred. Acquisition costs relating to traditional life insurance, including term insurance, are amortized in relation to anticipated premiums. Universal life costs are amortized in relation to estimated gross profits, and annuity contracts employ a level yield method. A 15 to 20-year amortization period is used for life insurance, and a 7 to 20-year period is employed for annuities. Deferred acquisition costs are reviewed periodically for recoverability to determine if any adjustment is required. Adjustments, if any, are charged to income.

Value of Insurance In Force

The value of insurance in force, reported in other assets, is an asset recorded at the time of acquisition of an insurance company. It represents the actuarially determined present value of anticipated profits to be realized from annuity contracts at the date of acquisition using the same assumptions that were used for computing related liabilities, where appropriate. The value of insurance in force was the actuarially determined present value of the projected future profits discounted at an interest rate of 16% for the annuity business acquired. The annuity contracts are amortized employing a level yield method. The value of insurance in force, which is included in other assets, is reviewed periodically for recoverability to determine if any adjustment is required. Adjustments, if any, are charged to income. The carrying value at December 31, 2001 and 2000 was insignificant.

Future Policy Benefits

Future policy benefits represent liabilities for future insurance policy benefits. Benefit reserves for life insurance policies and annuities have been computed based upon mortality, morbidity, persistency and interest assumptions applicable to these coverages, which range from 2.5% to 7.8%, including adverse deviation. These assumptions consider Company experience and industry standards. The assumptions vary by plan, age at issue, year of issue and duration. Appropriate recognition has been given to experience rating and reinsurance.

Contractholder Funds

Contractholder funds represent receipts from the issuance of universal life, certain deferred annuity contracts, and structured settlement contracts. Contractholder fund balances are increased by such receipts and credited interest and

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reduced by withdrawals, mortality charges and administrative expenses charged to the contractholders. Interest rates credited to contractholder funds range from 3.0% to 14.0%.

Guaranty Fund and Other Insurance-Related Assessments

Included in Other Liabilities is the Company’s estimate of its liability for guaranty fund and other insurance-related assessments. State guaranty fund assessments are based upon the Company’s share of premiums written or received in one or more years prior to an insolvency occurring in the industry. Once an insolvency has occurred, the Company recognizes a liability for such assessments if it is probable that an assessment will be imposed and the amount of the assessment can be reasonably estimated. At December 31, 2001 and 2000, the Company’s liability for guaranty fund assessments was not significant.

Permitted Statutory Accounting Practices

The Company, domiciled in the State of Connecticut, prepares statutory financial statements in accordance with the accounting practices prescribed or permitted by the State of Connecticut Insurance Department. Prescribed statutory accounting practices are those practices that are incorporated directly or by reference in state laws, regulations, and general administrative rules applicable to all insurance enterprises domiciled in a particular state. Permitted statutory accounting practices include practices not prescribed by the domiciliary state, but allowed by the domiciliary state regulatory authority. The impact of any permitted accounting practices on statutory surplus of the Company is not material.

Premiums

Premiums are recognized as revenues when due.

Fee Income

Fee income includes mortality, administrative and equity protection charges, and management fees earned on the Universal Life and Deferred Annuity separate account businesses.

Other Revenues

Other revenues include surrender penalties and other charges related to annuity and universal life contracts. Also included is amortization of deferred income.

Federal Income Taxes

The provision for federal income taxes comprises two components, current income taxes and deferred income taxes. Deferred federal income taxes arise from changes during the year in cumulative temporary differences between the tax basis and book basis of assets and liabilities.

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2.   INVESTMENTS

Fixed Maturities

The amortized cost and fair values of investments in fixed maturities were as follows:

December 31, 2001($ in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available For Sale:
Mortgage-backed securities — CMOs and       pass-through securities	$	281,583	$	4,744	$	3,577	$	282,750
U.S. Treasury securities and obligations of       U.S. Government and government agencies       and authorities		197,703		2,310		10,883		189,130
Obligations of states and political       subdivisions		44,587		1,903		355		46,135
Debt securities issued by foreign       governments		53,207		2,454		716		54,945
All other corporate bonds		2,112,121		62,649		25,784		2,148,986
All other debt securities		613,451		21,378		10,109		624,720
Redeemable preferred stock		6,090		365		894		5,561
Total Available For Sale	$	3,308,742	$	95,803	$	52,318	$	3,352,227

  

December 31, 2000($ in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available For Sale:
Mortgage-backed securities — CMOs and       pass-through securities	$	219,851	$	7,369	$	1,767	$	225,453
U.S. Treasury securities and obligations of       U.S. Government and government agencies       and authorities		112,021		12,200		286		123,935
Obligations of states and political       subdivisions		30,583		2,698		329		32,952
Debt securities issued by foreign governments		50,624		1,149		939		50,834
All other corporate bonds		1,403,941		33,326		26,904		1,410,363
All other debt securities		442,390		10,734		7,837		445,287
Redeemable preferred stock		9,007		853		1,543		8,317
Total Available For Sale	$	2,268,417	$	68,329	$	39,605	$	2,297,141

  

Proceeds from sales of fixed maturities classified as available for sale were $939 million, $84 million and $774 million in 2001, 2000 and 1999, respectively. Gross gains of $67.0 million, $22.4 million and $24.6 million and gross losses of $33.9 million, $34.1 million and $22.0 million in 2001, 2000 and 1999, respectively were realized on those sales.

Fair values of investments in fixed maturities are based on quoted market prices or dealer quotes or, if these are not available, discounted expected cash flows using market rates commensurate with the credit quality and maturity of the investment. The fair value of investments for which a quoted market price or dealer quote is not available amounted to $628.2 million and $530.2 million at December 31, 2001 and 2000, respectively.

The amortized cost and fair value of fixed maturities available for sale at December 31, 2001, by contractual maturity, are shown below. Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

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($ in thousands)	Amortized Cost		Fair Value
Maturity:
Due in one year or less	$	86,042	$	86,961
Due after 1 year through 5 years		1,026,747		1,052,879
Due after 5 years through 10 years		1,212,985		1,230,435
Due after 10 years		701,385		699,202
		3,027,159		3,069,477
Mortgage-backed securities		281,583		282,750
Total Maturity	$	3,308,742	$	3,352,227

The Company makes significant investments in collateralized mortgage obligations (CMOs). CMOs typically have high credit quality, offer good liquidity, and provide a significant advantage in yield and total return compared to U.S. Treasury securities. The Company’s investment strategy is to purchase CMO tranches, which are protected against prepayment risk, including planned amortization class tranches and last cash flow tranches. Prepayment protected tranches are preferred because they provide stable cash flows in a variety of interest rate scenarios. The Company does invest in other types of CMO tranches if an assessment indicates a favorable risk/return tradeoff. The Company does not purchase residual interests in CMOs.

At December 31, 2001 and 2000, the Company held CMOs with a fair value of $212.5 million and $189.4 million, respectively. The Company’s CMO holdings were 49.5% and 55.4% collateralized by GNMA, FNMA or FHLMC securities at December 31, 2001 and 2000, respectively. In addition, the Company held $64.8 million and $31.0 million of GNMA, FNMA or FHLMC mortgage-backed pass-through securities at December 31, 2001 and 2000, respectively. All of these securities are rated AAA.

The Company engages in securities lending whereby certain securities from its portfolio are loaned to other institutions for short periods of time. The Company generally receives cash collateral from the borrower, equal to at least the market value of the loaned securities plus accrued interest, and reinvests in a short-term investment pool. See Note 10. The loaned securities remain a recorded asset of the Company, however, the Company records a liability for the amount of the collateral held, representing its obligation to return the collateral related to these loaned securities, and reports that liability as part of other liabilities in the consolidated balance sheet. At December 31, 2001 and 2000, the Company held collateral of $104.3 million and $50.7 million, respectively.

Equity Securities

The cost and fair values of investments in equity securities were as follows:

Equity Securities:($ in thousands)	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
December 31, 2001
Common stocks	$	2,643	$	97	$	671	$	2,069
Non-redeemable preferred stocks		13,608		439		378		13,669
Total Equity Securities	$	16,251	$	536	$	1,049	$	15,738
December 31, 2000
Common stocks	$	2,861	$	29	$	845	$	2,045
Non-redeemable preferred stocks		21,150		480		1,124		20,506
Total Equity Securities	$	24,011	$	509	$	1,969	$	22,551

  

Proceeds from sales of equity securities were $6.4 million, $30.8 million and $5.1 million in 2001, 2000 and 1999, respectively. Gross gains of $.8 million, $3.3 million and $1.5 million and gross losses of $1.9 million, $.3 million and $.3 million were realized on those sales during 2001, 2000 and 1999, respectively.

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Mortgage Loans

Underperforming assets include delinquent mortgage loans over 90 days past due, loans in the process of foreclosure and loans modified at interest rates below market.

At December 31, 2001 and 2000, the Company’s mortgage loan portfolios consisted of the following:

($ in thousands)	2001		2000
Current Mortgage Loans	$	125,131	$	132,768
Underperforming Mortgage Loans		498		—
Total	$	125,629	$	132,768

Aggregate annual maturities on mortgage loans at December 31, 2001 are as follows:

($ in thousands)
2002	$	9,814
2003		5,008
2004		8,028
2005		13,633
2006		14,596
Thereafter		74,550
Total	$	125,629

Concentrations

There were no significant individual investment concentrations at December 31, 2001 and 2000.

The Company participates in a short-term investment pool maintained by an affiliate. See Note 10.

Included in fixed maturities are below investment grade assets totaling $182.3 million and $143.8 million at December 31, 2001 and 2000, respectively. The Company defines its below investment grade assets as those securities rated Ba1 (or its equivalent) or below by external rating agencies, or the equivalent by internal analysts when a public rating does not exist. Such assets include publicly traded below investment grade bonds and certain other privately issued bonds and notes that are classified as below investment grade.

The Company’s industry concentrations of investments, primarily fixed maturities, at fair value were as follows:

($ in thousands)	2001		2000
Electric Utilities	$	447,355	$	157,401
Finance		286,824		204,994
Media		235,790		148,189
Banking		222,581		222,984
Telecommunications		213,644		167,204

The Company held investments in foreign banks in the amount of $144 million and $139 million at December 31, 2001 and 2000, respectively, which are included in the table above.

Below investment grade assets included in the preceding table include $38 million and $8 million in Electric Utilities and $21 million and $13 million in Media at December 31, 2001 and 2000, respectively. Other industry categories had insignificant amounts of such assets.

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Included in mortgage loans were the following group concentrations:

	At December 31,
($ in thousands)	2001		2000
State
California	$	43,700	$	42,928
New York		23,129		23,585
Property Type
Agricultural	$	66,459	$	65,102
Office		37,243		39,504
Retail		6,173		14,941

The Company monitors creditworthiness of counterparties to all financial instruments by using controls that include credit approvals, credit limits and other monitoring procedures. Collateral for fixed maturities often includes pledges of assets, including stock and other assets, guarantees and letters of credit. The Company’s underwriting standards with respect to new mortgage loans generally require loan to value ratios of 75% or less at the time of mortgage origination.

Non-Income Producing Investments

Investments included in the December 31, 2001 and 2000 balance sheets that were non-income producing were insignificant.

Restructured Investments

Mortgage loan and debt securities which were restructured at below market terms at December 31, 2001 and 2000 were insignificant. The new terms of restructured investments typically defer a portion of contract interest payments to varying future periods. The accrual of interest is suspended on all restructured assets, and interest income is reported only as payment is received. Gross interest income on restructured assets that would have been recorded in accordance with the original terms of such assets was insignificant. Interest on these assets, included in net investment income, was insignificant.

Net Investment Income

	For The Year Ended December 31,
($ in thousands)	2001		2000		1999
Gross Investment Income
Fixed maturities	$	217,813	$	163,091	$	136,039
Joint ventures and partnerships		21,481		34,574		22,175
Mortgage loans		11,327		14,776		16,126
Other		3,288		4,398		4,417
Total gross investment income		253,909		216,839		178,757
Investment expenses		2,855		2,665		1,578
Net investment income	$	251,054	$	214,174	$	177,179

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Realized and Unrealized Investment Gains (Losses)

Net realized investment gains (losses) for the periods were as follows:

	For The Year Ended December 31,
($ in thousands)	2001			2000			1999
Realized
Fixed maturities	$	33,061		$	(11,742	)	$	2,657
Joint ventures and partnerships		(4,980	)		(1,909	)		(10,450	)
Mortgage Loans		(707	)		3,825			602
Other		(1,230	)		2,430			2,218
Total realized investment gains (losses)	$	26,144		$	(7,396	)	$	(4,973	)

Changes in net unrealized investment gains (losses) that are included as accumulated other changes in equity from nonowner sources in shareholder’s equity were as follows:

	For The Year Ended December 31,
($ in thousands)	2001			2000			1999
Unrealized
Fixed maturities	$	14,761		$	78,278		$	(180,409	)
Other invested assets		(16,182	)		3,159			(15,285	)
Total unrealized investment gains (losses)		(1,421	)		81,437			(195,694	)
Related taxes		(497	)		28,503			(68,493	)
Change in unrealized investment gains (losses)		(924	)		52,934			(127,201	)
Balance beginning of year		13,622			(39,312	)		87,889
Balance end of year	$	12,698		$	13,622		$	(39,312	)

3.   REINSURANCE

The Company uses reinsurance in order to limit losses, minimize exposure to large risks, provide additional capacity for future growth and to effect business-sharing arrangements. Reinsurance is accomplished through various plans of reinsurance, primarily yearly renewable term coinsurance and modified coinsurance. The Company remains primarily liable as the direct insurer on all risks reinsured.

Since 1997 universal life business has been reinsured under an 80%/20% quota share reinsurance program and term life business has been reinsured under a 90%/10% quota share reinsurance program. Maximum retention of $2.5 million is generally reached on policies in excess of $12.5 million. For other plans of insurance, it is the policy of the Company to obtain reinsurance for amounts above certain retention limits on individual life policies, which limits vary with age and underwriting classification. Generally, the maximum retention on an ordinary life risk is $2.5 million.

Total in-force business ceded under reinsurance contracts was $23.8 billion and $17.4 billion at December 31, 2001 and 2000, including $8.8 million and $28.9 million, respectively to TIC. Total life insurance premiums ceded were $11.9 million, $8.9 million and $6.5 million in 2001, 2000 and 1999, respectively. Ceded premiums paid to TIC were immaterial for these same periods.

4.   DEPOSIT FUNDS AND RESERVES

At December 31, 2001 and 2000, the Company had $3.7 billion and $2.6 billion of life and annuity deposit funds and reserves, respectively. Of that total, $1.5 billion and $1.4 billion, respectively, were not subject to discretionary withdrawal based on contract terms. The remaining amounts were life and annuity products that were subject to discretionary withdrawal by the contractholders. Included in the amount that is subject to discretionary withdrawal were $1.6 billion and $.9 billion of liabilities that are surrenderable with market value adjustments. The remaining $.6 billion and $.3 billion of life insurance and individual annuity liabilities are subject to discretionary withdrawals with an average surrender charge of 4.9% and 5.4%, respectively. The life insurance risks would have to be underwritten again if transferred to another carrier, which is considered a significant deterrent for long-term

16

policyholders. Insurance liabilities that are surrendered or withdrawn from the Company are reduced by outstanding policy loans and related accrued interest prior to payout.

5.   FEDERAL INCOME TAXES

The net deferred tax liability and asset at December 31, 2001 and 2000 were comprised of the tax effects of temporary differences related to the following assets and liabilities:

($ in thousands)	2001			2000
Deferred Tax Assets:
Benefit, reinsurance and other reserves	$	180,468		$	192,772
Other		1,904			2,510
Total		182,372			195,282
Deferred Tax Liabilities:
Investments, net		(19,938	)		(16,956	)
Deferred acquisition costs and value of insurance in force		(231,454	)		(165,671	)
Other		(1,071	)		(1,359	)
Total		(252,463	)		(183,986	)
Net Deferred Tax Asset (Liability)	$	(70,091	)	$	11,296

TIC and its life insurance subsidiaries, including the Company, file a consolidated federal income tax return. Federal income taxes are allocated to each member on a separate return basis adjusted for credits and other amounts required by the consolidation process. Any resulting liability has been, and will be, paid currently to TIC. Any credits for losses have been, and will be, paid by TIC to the extent that such credits are for tax benefits that have been utilized in the consolidated federal income tax return.

At December 31, 2001, the Company had no ordinary or capital loss carryforwards.

The policyholders’surplus account, which arose under prior tax law, is generally that portion of the gain from operations that has not been subjected to tax, plus certain deductions. The balance of this account is approximately $2.1 million. Income taxes are not provided for on this amount because under current U.S. tax rules such taxes will become payable only to the extent such amounts are distributed as a dividend or exceed limits prescribed by federal law. Distributions are not contemplated from this account. At current rates the maximum amount of such tax would be approximately $700 thousand.

6.   SHAREHOLDER’S EQUITY

Shareholder’s Equity and Dividend Availability

The Company’s statutory net loss was $73.4 million, $66.2 million and $23.4 million for the years ended December 31, 2001, 2000 and 1999, respectively.

Statutory capital and surplus was $407 million and $476 million at December 31, 2001 and 2000, respectively.

Effective January 1, 2001, the Company began preparing its statutory basis financial statements in accordance with the National Association of Insurance Commissioners’ Accounting Practices and Procedures Manual – version effective January 1, 2001, subject to any deviations prescribed or permitted by its domicilary insurance commissioner (see Note 1, Summary of Significant Accounting Policies, Permitted Statutory Accounting Practices). The impact of this change on statutory capital and surplus was not significant.

The Company is currently subject to various regulatory restrictions that limit the maximum amount of dividends available to be paid to its parent without prior approval of insurance regulatory authorities. The Company does not have surplus available to pay dividends to TIC in 2002 without prior approval of the Connecticut Insurance Department.

In 2000, TIC contributed $250 million as additional paid-in capital to the Company.

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Accumulated Other Changes in Equity from Nonowner Sources, Net of Tax

Changes in each component of Accumulated Other Changes in Equity from Nonowner Sources were as follows:

($ in thousands)	Net Unrealized Gain (Loss) on Investment Securities			Derivative Instruments & Hedging Activities		Accumulated Other Changes In Equity from Nonowner Sources
Balance, January 1, 1999	$	87,889		$	—	$	87,889
Unrealized loss on investment securities, net of tax    of $(70,234)		(130,433	)		—		(130,433	)
Less: reclassification adjustment for losses included    in net income, net of tax of $1,741		3,232			—		3,232
Period change		(127,201	)		—		(127,201	)
Balance, December 31, 1999		(39,312	)		—		(39,312	)
Unrealized gains on investment securities, net of tax    of $25,914		48,127			—		48,127
Less: reclassification adjustment for losses included    in net income, net of tax of $2,589		4,807			—		4,807
Period change		52,934			—		52,934
Balance, December 31, 2000		13,622			—		13,622
Cumulative effect of change in accounting for    derivative instruments and hedging activities, net    of tax of $33		—			62		62
Unrealized gains on investment securities, net of tax    of $8,653		16,070			—		16,070
Less: reclassification adjustment for gains
included in net income, net of tax of $(9,150)		(16,994	)		—		(16,994	)
Derivative instrument hedging activity gains, net of    tax of $1,789		—			3,324		3,324
Period change		(924	)		3,386		2,462
Balance, December 31, 2001	$	12,698		$	3,386	$	16,084

7.   BENEFIT PLANS

Pension and Other Postretirement Benefits

The Company participates in a qualified, noncontributory defined benefit pension plan sponsored by Citigroup. In addition, the Company provides certain other postretirement benefits to retired employees through a plan sponsored by TPC, TIC’s direct parent (See Note 13). The Company’s share of net expense for the qualified pension and other postretirement benefit plans was not significant for 2001, 2000 and 1999.

401(k) Savings Plan

Substantially all of the Company’s employees are eligible to participate in a 401(k) savings plan sponsored by Citigroup. The Company’s expenses in connection with the 401(k) savings plan were not significant in 2001, 2000 and 1999.

See Note 10.

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8.   DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS

Derivative Financial Instruments

The Company uses derivative financial instruments, including financial futures contracts, interest rate swaps, options and forward contracts, as a means of hedging exposure to interest rate changes, equity price change and foreign currency risk. The Company does not hold or issue derivative instruments for trading purposes.

The Company uses exchange traded financial futures contracts to manage its exposure to changes in interest rates that arise from the sale of certain insurance and investment products, or the need to reinvest proceeds from the sale or maturity of investments. To hedge against adverse changes in interest rates, the Company enters long or short positions in financial futures contracts, which offset asset price changes resulting from changes in market interest rates until an investment is purchased, or a product is sold. Futures contracts are commitments to buy or sell at a future date a financial instrument, commodity, or currency at a contracted price, and may be settled in cash or through delivery.

The Company uses equity option contracts to manage its exposure to changes in equity market prices that arise from the sale of certain insurance products. To hedge against adverse changes in the equity market prices, the Company enters long positions in equity option contracts with major financial institutions. These contracts allow the Company, for a fee, the right to receive a payment if the Standard and Poor’s 500 Index falls below agreed upon strike prices.

The Company enters into interest rate swaps in connection with other financial instruments to provide greater risk diversification and better match assets and liabilities. Under interest rate swaps, the Company agrees with other parties to exchange, at specified intervals, the difference between fixed rate and floating rate interest amounts calculated by reference to an agreed notional principal amount. The Company also enters into basis swaps in which both legs of the swap are floating with each based on a different index. Generally, no cash is exchanged at the outset of the contract and no principal payments are made by either party. A single net payment is usually made by one counterparty at each due date.

Forward contracts are used on an ongoing basis to hedge the Company’s exposure to foreign currency exchange rates that result from direct foreign currency investments. To hedge against adverse changes in exchange rates, the Company enters into contracts to exchange foreign currency for U.S. dollars with major financial institutions. These contracts cannot be settled prior to maturity. At the maturity date the Company must purchase the foreign currency necessary to settle the contracts.

Interest rate options were not significant at December 31, 2001 and 2000.

The Company monitors the creditworthiness of counterparties to these financial instruments by using criteria of acceptable risk that are consistent with on-balance sheet financial instruments. The controls include credit approvals, credit limits and other monitoring procedures.

Hedge ineffectiveness recognized related to fair value hedges and cash flow hedges for the year ended December 31, 2001 was not significant. Cash flow transaction amounts expected to be reclassified from accumulated other changes in equity from nonowner sources into pretax earnings within twelve months from December 31, 2001 is not significant.

During the year ended December 31, 2001 there were no discontinued forecasted transactions.

In 2000, these derivative financial instruments were treated as off-balance sheet instruments. Financial instruments with off-balance sheet risk involve, to varying degrees, elements of credit and market risk in excess of the amount recognized in the balance sheet. The contract or notional amounts of these instruments reflect the extent of involvement the Company has in a particular class of financial instrument. However, the maximum loss of cash flow associated with these instruments can be less than these amounts. For interest rate swaps, currency swaps, equity swaps, options and forward contracts, credit risk is limited to the amount that it would cost the Company to replace the contracts. Financial futures contracts and purchased listed option contracts have very little credit risk since organized exchanges are the counterparties.

Financial Instruments with Off-Balance Sheet Risk

In the normal course of business, the Company issues fixed and variable rate loan commitments and has unfunded commitments to partnerships and joint ventures. The notional values of loan commitments at December 31, 2001

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and 2000 were $0 and $9.9 million, respectively. The notional values of unfunded commitments were $43.8 million and $42.0 million at December 31, 2001 and 2000, respectively.

Fair Value of Certain Financial Instruments

The Company uses various financial instruments in the normal course of its business. Fair values of financial instruments that are considered insurance contracts are not required to be disclosed and are not included in the amounts discussed.

At December 31, 2001, investments in fixed maturities had a carrying value and a fair value of $3.4 billion compared with a carrying value and a fair value of $2.3 billion at December 31, 2000. See Notes 1 and 2.

At December 31, 2001, mortgage loans had a carrying value of $125.6 million and a fair value of $131.6 million and at December 31, 2000 had a carrying value of $132.7 million and a fair value of $134.1 million. In estimating fair value, the Company used interest rates reflecting the current real estate financing market.

The carrying values of short-term securities were $206.8 million and $247.4 million in 2001 and 2000, respectively, which approximated their fair values. Policy loans which are included in other invested assets had carrying values of $16.3 million and $12.9 million in 2001 and 2000, respectively, which also approximated their fair values.

The carrying values of $133.7 million and $101.4 million of financial instruments classified as other assets approximated their fair values at December 31, 2001 and 2000, respectively. The carrying values of $208.1 million and $173.5 million of financial instruments classified as other liabilities also approximated their fair values at December 31, 2001 and 2000, respectively. Fair value is determined using various methods, including discounted cash flows, as appropriate for the various financial instruments.

At December 31, 2001, contractholder funds with defined maturities had a carrying value of $1.9 billion and a fair value of $1.9 billion, compared with a carrying value of $1.2 billion and a fair value of $1.2 billion at December 31, 2000. The fair value of these contracts is determined by discounting expected cash flows at an interest rate commensurate with the Company’s credit risk and the expected timing of cash flows. Contractholder funds without defined maturities had a carrying value of $806 million and a fair value of $675 million at December 31, 2001, compared with a carrying value of $583 million and a fair value of $477 million at December 31, 2000. These contracts generally are valued at surrender value.

9.   COMMITMENTS AND CONTINGENCIES

Financial Instruments with Off-Balance Sheet Risk

See Note 8.

Litigation

In the ordinary course of business, the Company is a defendant or co-defendant in various litigation matters incidental to and typical of the businesses in which it is engaged. In the opinion of the Company’s management, the ultimate resolution of these legal proceedings would not be likely to have a material adverse effect on its results of operations, financial condition or liquidity.

10.   RELATED PARTY TRANSACTIONS

TIC handles banking functions, including payment of salaries and expenses for the Company and some of its non-insurance affiliates. In addition, investment advisory and management services, data processing services and certain administrative services are provided by affiliated companies. TIC provides various employee benefits coverages to employees of certain subsidiaries of TPC. The premiums for these coverages were charged in accordance with cost allocation procedures based upon salaries or census and were immaterial for the years ended December 31, 2001 and 2000. Charges for these services are shared by the companies on cost allocation methods, based generally on estimated usage by department. (See Note 13).

TIC maintains a short-term investment pool in which the Company participates. The position of each company participating in the pool is calculated and adjusted daily. At December 31, 2001 and 2000, the pool totaled approximately $5.6 billion and $4.4 billion, respectively. The Company’s share of the pool amounted to

20

$90.6 million and $172.5 million at December 31, 2001 and 2000, respectively, and is included in short-term securities in the balance sheet.

In the normal course of business, management of both the Company and TIC conducts reviews of the investment portfolios of each company to properly match assets with liabilities. As a result of these reviews, the Company sold $100 million of investments to TIC at arm’s length, with a related loss of $1.3 million in 2000.

The Company’s Travelers Target Maturity (TTM) Modified Guaranteed Annuity Contracts are subject to a limited guarantee agreement by TIC in a principal amount of up to $450 million. TIC’s obligation is to pay in full to any owner or beneficiary of the TTM Modified Guaranteed Annuity Contracts principal and interest as and when due under the annuity contract to the extent that the Company fails to make such payment. In addition, TIC guarantees that the Company will maintain a minimum statutory capital and surplus level.

The Company sold structured settlement annuities to its property casualty insurance affiliates. Policy reserves and contractholder fund liabilities associated with these structured settlements were $607 million and $644 million at December 31, 2001 and 2000, respectively.

The Company distributes variable annuity products through its affiliate, Salomon Smith Barney (SSB). Premiums and deposits related to these products were $1.2 billion, $1.6 billion and $1.1 billion in 2001, 2000 and 1999, respectively. The Company also markets term and universal life products through SSB. Life premiums related to such products were $74.5 million, $59.3 million and $40.8 million in 2001, 2000 and 1999, respectively.

The Company also distributes deferred annuity products through its affiliates Primerica Financial Services (Primerica), CitiStreet Retirement Services and Citibank, N.A. (Citibank). Deposits received from Primerica were $738 million, $844 million and $763 million in 2001, 2000 and 1999, respectively. Deposits from Citibank and CitiStreet Retirement Services were $166 million and $136 million, respectively, for 2001, and $131 million and $220 million, respectively, for 2000. Such amounts were insignificant in 1999.

The Company participates in a stock option plan sponsored by Citigroup that provides for the granting of stock options in Citigroup common stock to officers and other employees. To further encourage employee stock ownership, Citigroup introduced the WealthBuilder stock option program during 1997 and the Citigroup Ownership Program in 2001. Under this program, all employees meeting established requirements have been granted Citigroup stock options. During 2000 and 2001, Citigroup introduced the Citigroup 2000 Stock Purchase Plan and Citigroup 2001 Stock Purchase Program for new employees, which allowed eligible employees of Citigroup, including the Company’s employees, to enter into fixed subscription agreements to purchase shares at the market value on the date of the agreements. Enrolled employees are permitted to make one purchase prior to the expiration date. The Company’s charge to income was insignificant in 2001, 2000 and 1999.

Most leasing functions for TPC and its subsidiaries are handled by its property casualty insurance subsidiaries. Rent expense related to these leases is shared by the companies on a cost allocation method based generally on estimated usage by department. The Company’s rent expense was insignificant in 2001, 2000 and 1999.

At December 31, 2001 and 2000, the Company had investments in Tribeca Investments LLC, an affiliate of the Company, in the amounts of $34.0 million and $29.4 million, respectively.

The Company also had investments in an affiliated joint venture, Tishman Speyer, in the amount of $40.1 million and $52.8 million at December 31, 2001 and 2000, respectively.

The Company has other affiliated investments. The individual investment with any one affiliate was insignificant at December 31, 2001 and 2000.

21

11.   RECONCILIATION OF NET INCOME TO NET CASH USED IN OPERATING ACTIVITIES

The following table reconciles net income to net cash used in operating activities:

	For The Year Ended December 31,
($ in thousands)	2001			2000			1999
Net Income from Continuing Operations	$	115,160		$	90,905		$	52,606
Adjustments to reconcile net income to cash used in operating       activities:
Realized (gains) losses		(26,144	)		7,396			4,973
Deferred federal income taxes		80,096			36,748			6,410
Amortization of deferred policy acquisition costs		89,475			68,254			38,902
Additions to deferred policy acquisition costs		(324,277	)		(297,733	)		(211,182	)
Investment income accrued		(39,875	)		(27,812	)		(27,072	)
Insurance reserves		(14,382	)		(18,487	)		(16,431	)
Other		11,398			(675	)		(36,524	)
Net cash used in operations	$	(108,549	)	$	(141,404	)	$	(188,318	)

12.   NON-CASH INVESTING AND FINANCING ACTIVITIES

There were no significant non-cash investing and financing activities for 2001, 2000 and 1999.

13.   SUBSEQUENT EVENTS

On February 8, 2002, TPC, TIC’s parent at December 31, 2001, filed a registration statement with the Securities and Exchange Commission in connection with the proposed offering of a minority interest in TPC. Citigroup has announced its plan to make a tax-free distribution of a portion of its remaining interest in TPC by year-end 2002. Prior to the proposed offering, TIC will be distributed by TPC to TPC’s immediate parent company, so that TIC and the Company will remain indirect wholly owned subsidiaries of Citigroup after the offering. Therefore all retirement and post retirement plans previously provided to Company employees by TPC will be administered by Citigroup. The Company will have the right to continue to use the names “Travelers Life & Annuity,” “The Travelers Life and Annuity Company” and related names in connection with the Company’s business. Currently, TIC and TLAC share services with the property casualty subsidiaries of TPC. These services, which include leasing arrangements, facilities management, banking and financial functions, benefit coverages, data processing services, a short-term investment pool and others, will be phased out over a brief period of time if the transaction is approved and completed. If the distribution does not occur, these services will likely continue for the foreseeable future.

22

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

PART III

Item 10. Directors and Executive Officers of the Registrant.

Omitted pursuant to General Instruction I(2)(c) of Form 10-K.

Item 11. Executive Compensation.

Omitted pursuant to General Instruction I(2)(c) of Form 10-K.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

Omitted pursuant to General Instruction I(2)(c) of Form 10-K.

Item 13. Certain Relationships and Related Transactions.

Omitted pursuant to General Instruction I(2)(c) of Form 10-K.

PART IV

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

             (a)   Documents filed:

             (1)   Financial Statements. See index on page 10 of this report.

             (2)   Financial Statement Schedules. See index on page 42 of this report.

             (3)   Exhibits. See Exhibit Index on page 40.

             (b)   Reports on Form 8-K:

             None.

23

EXHIBIT INDEX

Exhibit    No.	Description
3.	Articles of Incorporation and By-Laws
	a.)	Charter of The Travelers Life and Annuity Company (the “Company”), as amended on April 10, 1990, incorporated herein by reference to Exhibit 6(a) to the Registration Statement on Form N-4, File No. 33-58131, filed on March 17, 1995.
	b.)	By-laws of the Company as amended October 20, 1994, incorporated herein by reference to Exhibit 6(b) to the Registration Statement on Form N-4, File No. 33-58131, filed on March 17, 1995.

24

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 15th day of March, 2002.

THE TRAVELERS LIFE AND ANNUITY COMPANY (Registrant)
By:	/s/Glenn D. Lammey
	Glenn D. Lammey Executive Vice President, Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on the 15th day of March, 2002.

Signature	Capacity
/s/ George C. Kokulis(George C. Kokulis)	Director, Chief Executive Officer (Principal Executive Officer)
/s/ Glenn D. Lammey(Glenn D. Lammey)	Director, Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)
/s/ William R. Hogan(William R. Hogan)	Director
/s/ Marla Berman Lewitus(Marla Berman Lewitus)	Director

Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities pursuant to Section 12 of the Act: NONE

No Annual Report to Security Holders covering the registrant’s last fiscal year or proxy material with respect to any meeting of security holders has been sent, or will be sent, to security holders.

25

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

	Page
The Travelers Life and Annuity Company
Independent Auditors’ Report		*
Statements of Income		*
Balance Sheets		*
Statements of Changes in Retained Earnings and Accumulated Other Changes in Equity from       Nonowner Sources		*
Statements of Cash Flows		*
Notes to Financial Statements		*
Independent Auditors’ Report		43
Schedule I — Summary of Investments — Other than Investments in Related Parties 2001		44
Schedule III — Supplementary Insurance Information 1999-2001		45
Schedule IV — Reinsurance 1999-2001		46

All other schedules are inapplicable for this filing.

*  See index on page 10.

26

Independent Auditors’ Report

The Board of Directors and Shareholder
The Travelers Life and Annuity Company:

Under date of January 17, 2002, except as to Note 13 which is as of February 8, 2002, we reported on the balance sheets of The Travelers Life and Annuity Company as of December 31, 2001 and 2000, and the related statements of income, changes in retained earnings and accumulated other changes in equity from nonowner sources, and cash flows for each of the years in the three-year period ended December 31, 2001, which are included in this Form 10-K. In connection with our audits of the aforementioned financial statements, we also audited the related financial statement schedules as listed in the accompanying index. These financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statement schedules based on our audits.

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

As discussed in Note 1 to the financial statements, the Company changed its method of accounting for derivative instruments and hedging activities and for securitized financial assets in 2001.

/s/KPMG LLP

Hartford, Connecticut
January 17, 2002, except as to Note 13, which is as of February 8, 2002

27

THE TRAVELERS LIFE AND ANNUITY COMPANY
SCHEDULE I
SUMMARY OF INVESTMENTS — OTHER THAN INVESTMENTS IN RELATED PARTIES
December 31, 2001
($ in thousands)

Type of Investment	Cost		Value		Amount Shown in Balance Sheet(1)
Fixed Maturities:
Bonds:
U.S. Government and government agencies and authorities	$	358,436	$	349,921	$	349,921
States, municipalities and political subdivisions		44,587		46,135		46,135
Foreign governments		53,207		54,945		54,945
Public utilities		334,007		335,835		335,835
Convertible bonds and bonds with warrants attached		29,491		29,753		29,753
All other corporate bonds		2,482,924		2,530,077		2,530,077
Total Bonds		3,302,652		3,346,666		3,346,666
Redeemable Preferred Stocks		6,090		5,561		5,561
Total Fixed Maturities		3,308,742		3,352,227		3,352,227
Equity Securities:
Common Stocks:
Industrial, miscellaneous and all other		2,643		2,069		2,069
Total Common Stocks		2,643		2,069		2,069
Non-Redeemable Preferred Stocks		13,608		13,669		13,669
Total Equity Securities		16,251		15,738		15,738
Mortgage Loans		125,629				125,629
Policy Loans		16,290				16,290
Short-Term Securities		206,759				206,759
Other Investments (2) (3)		182,404				163,052
Total Investments	$	3,856,075			$	3,879,695

(1)	Determined in accordance with methods described in Notes 1 and 2 of Notes to Financial Statements.
(2)	Excludes investments in related parties of $59,087.
(3)	Includes derivatives marked to market and recorded at fair value in the balance sheet.

28

THE TRAVELERS LIFE AND ANNUITY COMPANY
SCHEDULE III
SUPPLEMENTARY INSURANCE INFORMATION
1999-2001
($ in thousands)

	Deferred policy Acquisition costs		Future policy benefits, losses, claims and loss expenses(1)		Premium revenue		Net investment income		Benefits, claims, losses and settlement expenses(2)		Amortization of deferred policy acquisition costs		Other operating expenses		Premiums written
2001	$	814,369	$	3,665,426	$	39,222	$	251,054	$	214,722	$	89,475	$	23,404	$	39,222
2000	$	579,567	$	2,621,187	$	33,941	$	214,174	$	155,982	$	68,254	$	14,095	$	33,941
1999	$	350,088	$	2,125,595	$	25,270	$	177,179	$	134,288	$	38,902	$	11,326	$	25,270

(1)	Includes contractholder funds.
(2)	Includes interest credited on contractholder funds.

29

THE TRAVELERS LIFE AND ANNUITY COMPANY
SCHEDULE IV
REINSURANCE
($ in thousands)

	Gross amount		Ceded to other companies		Assumed from other companies		Net amount		Percentage of amount assumed to net
2001
Life Insurance In Force	$	28,793,622	$	23,818,768	$	—	$	4,974,854		—%
Premiums:
Annuity	$	3,319	$	-	$	—	$	3,319
Individual life		47,826		11,923		—		35,903
Total Premiums	$	51,145	$	11,923	$	—	$	39,222		—%
2000
Life Insurance In Force	$	21,637,160	$	17,355,206	$	—	$	4,281,954		—%
Premiums:
Annuity	$	6,034	$	-	$	—	$	6,034
Individual Life		36,770		8,863		—		27,907
Total Premiums	$	42,804	$	8,863	$	—	$	33,941		—%
1999
Life Insurance In Force	$	15,597,352	$	12,839,072	$	—	$	2,758,280		—%
Premiums:
Annuity	$	1,317	$	-	$	—	$	1,317
Individual life		30,502		6,549		—		23,953
Total Premiums	$	31,819	$	6,549	$	—	$	25,270		—%

30

                                     PART C

                                OTHER INFORMATION
                                -----------------


Item 24.  Financial Statements and Exhibits

     (a)  The financial statements of the Registrant and the Report of
          Independent Auditors thereto are contained in the Registrant's Annual
          Report and are included in the Statement of Additional Information.
          The financial statements of the Registrant include:

          Statement of Assets and Liabilities as of December 31, 2001 Statement
          of Operations for the year ended December 31, 2001 Statement of
          Changes in Net Assets for the years ended December 31, 2001 and 2000
          Statement of Investments as of December 31, 2001 Notes to Financial
          Statements

     The financial  statements  and schedules of The Travelers  Life and Annuity
     Company  and the  report of  Independent  Auditors,  are  contained  in the
     Statement  of  Additional  Information.  The  financial  statements  of The
     Travelers Life and Annuity Company include:

          Statements of Income for the years ended December 31, 2001, 2000 and
               1999
          Balance Sheets as of December 31, 2001 and 2000 Statements of Changes
          in Retained Earnings and Accumulated Other
               Changes in Equity from Non-Owner Sources for the years ended
          December 31, 2001, 2000 and 1999 Statements of Cash Flows for the
          years ended December 31, 2001, 2000
               and 1999 Notes to Financial Statements


     (b)  Exhibits

1.   Resolution of The Travelers Life and Annuity Company Board of Directors
     authorizing the establishment of the Registrant. (Incorporated herein by
     reference to Exhibit 1 to the Registration Statement on Form N-4, filed
     July 9, 1998.)

2.   Not Applicable.

3         (a). Distribution and Principal Underwriting Agreement among the
          Registrant, The Travelers Life and Annuity Company and Travelers
          Distribution LLC (Incorporated herein by reference to Exhibit 3(a) to
          the Registration Statement on Form N-4, File No. 333-58809 filed
          February 26, 2001.)

3    (b). Selling Agreement. (Incorporated herein by reference to Exhibit 3(b)
          to Post-Effective Amendment No. 4 the Registration Statement on Form
          N-4, File No. 333-27688 filed April 6_, 2001.)

4.   Variable Annuity Contract. (Incorporated herein by reference to Exhibit 4
     to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4,
     File No. 333-58809, filed November 3, 1998.)

5.   Application. (Incorporated herein by reference to Exhibit 5 to
     Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4,
     File No. 333-58809, filed November 3, 1998.)

6         (a). Charter of The Travelers Life and Annuity Company, as amended on
          April 10, 1990. (Incorporated herein by reference to Exhibit 6(a) to
          the Registration Statement on Form N-4, File No. 333-40191, filed
          November 13, 1997.)

6         (b). By-Laws of The Travelers Life and Annuity Company, as amended on
          October 20, 1994. (Incorporated herein by reference to Exhibit 6(b) to
          the Registration Statement on Form N-4, File No. 333-40191, filed
          November 13, 1997.)

8.   Participation Agreements. (Incorporated herein by reference to Exhibit 8 to
     Pre-Effective Amendment No. 1 to the Registration Statement on Form S-6,
     File No. 333-96521 filed May 24, 2000.)

9.   Opinion of Counsel as to the legality of securities being registered.
     (Incorporated herein by reference to Exhibit 9 to the Registration
     Statement on Form N-4, filed July 9, 1998.)

10.  Consent of KPMG LLP, Independent Auditors filed herewith.

13.  Computation of Total Return Calculations - Standardized and
     Non-Standardized. (Incorporated herein by reference to Exhibit 13 to
     Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4,
     File No. 333-58809, filed November 3, 1998.)

15   (a). Powers of Attorney authorizing Ernest J. Wright or Kathleen A. McGah
          as signatory for George C. Kokulis, Katherine M. Sullivan and Glenn D.
          Lammey. (Incorporated herein by reference to Exhibit 15 to
          Post-Effective Amendment No. 2 the Registration Statement on Form N-4,
          filed April 20, 2000.)

15   (b). Powers of Attorney authorizing Ernest J. Wright or Kathleen A. McGah
          as signatory for Glenn D. Lammey and Marla Berman Lewitus.
          (Incorporated herein by reference to Exhibit 15(b) to Post-Effective
          Amendment No. 3 the Registration Statement on Form N-4, filed February
          27, 2001.)

15   (c). Power of Attorney authorizing Ernest J. Wright or Kathleen A. McGah as
          signatory for William R. Hogan.. (Incorporated herein by reference to
          Exhibit 15(c) to Post-Effective Amendment No. 4 the Registration
          Statement on Form N-4, filed March 28, 2001.)

15   (c). Power of Attorney authorizing Ernest J. Wright or Kathleen A. McGah as
          signatory for Kathleen A. Preston filed herewith.


Item 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR
          ---------------------------------------

Name and Principal                                 Positions and Offices
Business Address                                   with Insurance Company
- ----------------                                   ----------------------

George C. Kokulis*                                 Director, President and Chief Executive Officer
Glenn D. Lammey*                                   Director, Executive Vice President, Chief Financial Officer, Chief
                                                     Accounting Officer
Kathleen A. Preston*                               Director and Executive Vice President
Stuart Baritz***                                   Senior Vice President
Madelyn J. Lankton                                 Senior Vice President and Chief Information Officer
Marla Berman Lewitus*                              Director, Senior Vice President and General Counsel
Brendan Lynch*                                     Senior Vice President
Warren H. May*                                     Senior Vice President
Laura A. Pantaleo***                               Senior Vice President
David A. Tyson*                                    Senior Vice President
F. Denney Voss**                                   Senior Vice President



David A. Golino*                                   Vice President and Controller
Donald R. Munson, Jr.*                             Vice President
Deanne Osgood*                                     Vice President
Tim W. Still*                                      Vice President
Linn K. Richardson*                                Second Vice President and Actuary
Paul Weissman*                                     Second Vice President and Actuary
Ernest J. Wright*                                  Vice President and Secretary
Kathleen A. McGah*                                 Assistant Secretary and Deputy General Counsel


Principal Business Address:
*      The Travelers Insurance Company                               **    Citigroup Inc.
       One Tower Square                                                    399 Park Avenue
       Hartford, CT  06183                                                 New York, N.Y. 10048

***    Travelers Financial Distributors
       2 Tower Center
       East Brunswick, NJ 08816


Item 26.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
          -------------------------------------------------------------------
          REGISTRANT
          ----------

     Incorporated herein by reference to Exhibit 16 to Post-Effective Amendment
No. 5 to the Registration Statement on Form N-4, File No. 333-27689, filed April
19, 2002.


Item 27.  NUMBER OF CONTRACT OWNERS
          -------------------------

As of February 28, 2002, 5,228 contract owners held qualified and non-qualified
contracts offered by the Registrant.


Item 28.  INDEMNIFICATION
          ---------------

Sections 33-770 to 33-778, inclusive of the Connecticut General Statutes
("C.G.S.") regarding indemnification of directors and officers of Connecticut
corporations provides in general that Connecticut corporations shall indemnify
their officers, directors and certain other defined individuals against
judgments, fines, penalties, amounts paid in settlement and reasonable expenses
actually incurred in connection with proceedings against the corporation. The
corporation's obligation to provide such indemnification generally does not
apply unless (1) the individual is wholly successful on the merits in the
defense of any such proceeding; or (2) a determination is made (by persons
specified in the statute) that the individual acted in good faith and in the
best interests of the corporation and in all other cases, his conduct was at
least not opposed to the best interests of the corporation, and in a criminal
case he had no reasonable cause to believe his conduct was unlawful; or (3) the
court, upon application by the individual, determines in view of all of the
circumstances that such person is fairly and reasonably entitled to be
indemnified, and then for such amount as the court shall determine. With respect
to proceedings brought by or in the right of the corporation, the statute
provides that the corporation shall indemnify its officers, directors and
certain other defined individuals, against reasonable expenses actually incurred
by them in connection with such proceedings, subject to certain limitations.

Citigroup Inc. also provides liability insurance for its directors and officers
and the directors and officers of its subsidiaries, including the Registrant.
This insurance provides for coverage against loss




from claims made against directors and officers in their capacity as such,
including, subject to certain exceptions, liabilities under the federal
securities laws.

RULE 484 UNDERTAKING
- --------------------

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


Item 29.  PRINCIPAL UNDERWRITER
          ---------------------

(a)  Travelers Distribution LLC
     One Tower Square
     Hartford, CT 06183

Travelers Distribution LLC also serves as principal underwriter and distributor
for the following funds:

The Travelers Fund U for Variable Annuities, The Travelers Fund VA for Variable
Annuities, The Travelers Fund BD for Variable Annuities, The Travelers Fund BD
II for Variable Annuities, The The Travelers Fund BD III for Variable Annuities,
Travelers Fund BD IV for Variable Annuities, The Travelers Fund ABD for Variable
Annuities, The Travelers Fund ABD II for Variable Annuities, The Travelers
Separate Account PF for Variable Annuities, The Travelers Separate Account PF II
for Variable Annuities, The Travelers Separate Account QP for Variable
Annuities, The Travelers Separate Account TM for Variable Annuities, The
Travelers Separate Account TM II for Variable Annuities, The Travelers Separate
Account Five for Variable Annuities, The Travelers Separate Account Seven for
Variable Annuities, The Travelers Separate Account Eight for Variable Annuities,
The Travelers Separate Account Nine for Variable Annuities, The Travelers
Separate Account Ten for Variable Annuities, The Travelers Fund UL for Variable
Life Insurance, The Travelers Fund UL II for Variable Life Insurance, The
Travelers Fund UL III for Variable Life Insurance, The Travelers Variable Life
Insurance Separate Account One, The Travelers Variable Life Insurance Separate
Account Two, The Travelers Variable Life Insurance Separate Account Three, The
Travelers Variable Life Insurance Separate Account Four, The Travelers Separate
Account MGA, The Travelers Separate Account MGA II, The Travelers Growth and
Income Stock Account for Variable Annuities, The Travelers Quality Bond Account
for Variable Annuities, The Travelers Money Market Account for Variable
Annuities, The Travelers Timed Growth and Income Stock Account for Variable
Annuities, The Travelers Timed Short-Term Bond Account for Variable Annuities
and The Travelers Timed Aggressive Stock Account for Variable Annuities,
Citicorp Life Variable Annuity Separate Account and First Citicorp Life Variable
Annuity Separate Account.


(b)      Name and Principal                               Positions and Offices
         BUSINESS ADDRESS*                                WITH UNDERWRITER
         ------------------                               ----------------

         Kathleen A. Preston                              Board of Manager
         Glenn D. Lammey                                  Board of Manager
         William F. Scully III                            Board of Manager and Vice President
         Donald R. Munson, Jr.                            Board of Manager, President, Chief
                                                          Executive Officer and Chief Operating Officer




         Anthony Cocolla                                  Vice President
         Tim W. Still                                     Vice President
         John M. Laverty                                  Treasurer and Chief Financial Officer
         Ernest J. Wright                                 Secretary
         Kathleen A. McGah                                Assistant Secretary
         William D. Wilcox                                Assistant Secretary
         Ernest J. Wright                                 Assistant Secretary
         Alison K. George                                 Chief Compliance Officer
         John J. Williams, Jr.                            Director, Assistant Compliance Officer



* The business address for all the above is: One Tower Square, Hartford, CT 06183

     (c)  Not Applicable


Item 30.  LOCATION OF ACCOUNTS AND RECORDS
          --------------------------------

(1)  The Travelers Life and Annuity Company One Tower Square Hartford,
     Connecticut 06183


Item 31.  MANAGEMENT SERVICES
          -------------------

Not Applicable.


Item 32.  UNDERTAKINGS
          ------------

The undersigned Registrant hereby undertakes:

     (a)  To file a post-effective amendment to this registration statement as
          frequently as is necessary to ensure that the audited financial
          statements in the registration statement are never more than sixteen
          months old for so long as payments under the variable annuity
          contracts may be accepted;

     (b)  To include either (1) as part of any application to purchase a
          contract offered by the prospectus, a space that an applicant can
          check to request a Statement of Additional Information, or (2) a post
          card or similar written communication affixed to or included in the
          prospectus that the applicant can remove to send for a Statement of
          Additional Information; and

     (c)  To deliver any Statement of Additional Information and any financial
          statements required to be made available under this Form N-4 promptly
          upon written or oral request.

The Company hereby represents:

     (a)  That the aggregate charges under the Contracts of the Registrant
          described herein are reasonable in relation to the services rendered,
          the expenses expected to be incurred, and the risks assumed by the
          Company.





                                   SIGNATURES
                                   ----------

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets the requirements of Securities Act
Rule 485(b) for effectiveness of this amendment to this registration statement
and has caused this amendment to this registration statement to be signed on its
behalf, in the City of Hartford, and State of Connecticut, on this 25th day of
April, 2002.

           THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES
                                  (Registrant)


                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                                   (Depositor)



                                  By:*GLENN D. LAMMEY
                                     ------------------------------------
                                     Glenn D. Lammey, Chief Financial Officer,
                                     Chief Accounting Officer


As required by the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities indicated on the 25th day of
April 2002.



*GEORGE C. KOKULIS               Director, President and Chief Executive Officer
- ----------------------
  (George C. Kokulis)            (Principal Executive Officer)


*GLENN D. LAMMEY                 Director, Chief Financial Officer,
- ----------------------
  (Glenn D. Lammey)              Chief Accounting Officer
                                 (Principal Financial Officer)


*MARLA BERMAN LEWITUS            Director
- ----------------------
  (Marla Berman Lewitus)


*KATHLEEN A. PRESTON             Director
- ----------------------
  (Kathleen A. Preston)




*By: /s/Ernest J. Wright, Attorney-in-Fact







                                  EXHIBIT INDEX
                                  -------------

EXHIBIT
NO.             DESCRIPTION                                  METHOD OF FILING
- ---             -----------                                  ----------------



10.  Consent of KPMG LLP, Independent Auditors               Electronically

15.  Power of Attorney authorizing Ernest J. Wright or       Electronically
     Kathleen A. McGah as signatory for
     Kathleen A. Preston

EX-10

                                                                      Exhibit 10




                          INDEPENDENT AUDITORS'CONSENT
                          ----------------------------


Board of Directors
The Travelers Life and Annuity Company:

We consent to the use of our reports included herein and to the reference to our
firm as experts under the heading "Independent Accountants". Our reports
covering the December 31, 2001 financial statements and schedules of The
Travelers Life and Annuity Company refer to the changes in accounting for
derivative instruments and hedging activities and for securitized financial
assets in 2001.


/s/KPMG LLP


Hartford, Connecticut
April 19, 2002

EX-15

                                                                      Exhibit 15

            THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES

                                POWER OF ATTORNEY
                                -----------------

     KNOW ALL MEN BY THESE PRESENTS:

     That I, KATHLEEN A. PRESTON of South Windsor, Connecticut, a Director of
The Travelers Life and Annuity Company (hereafter the "Company"), do hereby
make, constitute and appoint ERNEST J. WRIGHT, Secretary of said Company, and
KATHLEEN A. McGAH, Assistant Secretary of said Company, or either one of them
acting alone, my true and lawful attorney-in-fact, for me, and in my name, place
and stead, to sign registration statements on behalf of said Company on Form N-4
or other appropriate form under the Securities Act of 1933 and the Investment
Company Act of 1940 for The Travelers Separate Account Six for Variable
Annuities, a separate account of the Company dedicated specifically to the
funding of variable annuity contracts to be offered by said Company, and
further, to sign any and all amendments thereto, including post-effective
amendments, that may be filed by the Company on behalf of said registrant.

     IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of March,
2002.


                                        /s/Kathleen A. Preston
                                        ----------------------
                                        Director
                                        The Travelers Life and Annuity Company