497 1 c29880_497.htm

Travelers Vintage II Variable Annuity Prospectus:
The Travelers Separate Account Nine For Variable Annuities
The Travelers Separate Account Ten For Variable Annuities

This prospectus describes Travelers Vintage II Variable 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”) as well as those that do not qualify for such treatment (“Nonqualified 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”) accumulate on a variable and/or, subject to availability, 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:

AllianceBernstein Variable Product Series Fund, Inc.		Smith Barney Investment Series
AllianceBernstein Growth and Income Portfolio — Class B(1)		Smith Barney Large Cap Core Portfolio
AllianceBernstein Premier Growth Portfolio — Class B(2)		Smith Barney Premier Selections All Cap Growth Portfolio
American Funds Insurance Series		Smith Barney Multiple Discipline Trust
Global Growth Fund — Class 2 Shares		Multiple Discipline Portfolio — All Cap Growth and Value
Growth Fund — Class 2 Shares		Multiple Discipline Portfolio — Balanced All Cap Growth
Growth-Income Fund — Class 2 Shares		and Value
Franklin Templeton Variable Insurance Products Trust		Multiple Discipline Portfolio — Global All Cap Growth
Franklin Small Cap Fund — Class 2 Shares		and Value
Mutual Shares Securities Fund — Class 2 Shares		Multiple Discipline Portfolio — Large Cap Growth and Value
Templeton Developing Markets Securities Fund — Class 2		The Travelers Series Trust
Shares		Equity Income Portfolio
Templeton Foreign Securities Fund — Class 2 Shares		Large Cap Portfolio
Greenwich Street Series Fund		Lazard International Stock Portfolio
Appreciation Portfolio		Merrill Lynch Large Cap Core Portfolio(6)
Diversified Strategic Income Portfolio		MFS Emerging Growth Portfolio
Equity Index Portfolio — Class II Shares		Pioneer Fund Portfolio(7)
Fundamental Value Portfolio		Travelers Series Fund Inc.
Janus Aspen Series		AIM Capital Appreciation Portfolio
Mid Cap Growth Portfolio — Service Shares(3)		MFS Total Return Portfolio
Lazard Retirement Series, Inc.		SB Adjustable Rate Income Portfolio — Class I Shares
Lazard Retirement Small Cap Portfolio		Smith Barney Aggressive Growth Portfolio
Lord Abbett Series Fund, Inc.		Smith Barney High Income Portfolio
Growth and Income Portfolio		Smith Barney Large Capitalization Growth Portfolio
Mid-Cap Value Portfolio		Smith Barney Mid Cap Core Portfolio
Merrill Lynch Variable Series Funds, Inc.		Smith Barney Money Market Portfolio
Merrill Lynch Global Allocation V.I. Fund — Class III Shares		Strategic Equity Portfolio(8)
Merrill Lynch Small Cap Value V.I. Fund — Class III Shares		Travelers Managed Income Portfolio
PIMCO Variable Insurance Trust		Van Kampen Enterprise Portfolio
Real Return Portfolio — Administrative Class		Van Kampen Life Investment Trust
Total Return Portfolio — Administrative Class		Emerging Growth Portfolio — Class I Shares
Putnam Variable Trust		Variable Annuity Portfolios
Putnam VT International Equity Fund — Class IB Shares(4)		Smith Barney Small Cap Growth Opportunities Portfolio
Putnam VT Small Cap Value Fund — Class IB Shares		Variable Insurance Products Fund II
Salomon Brothers Variable Series Funds Inc.		Contrafund® Portfolio — Service Class
All Cap Fund — Class I(5)		Variable Insurance Products Fund III
Investors Fund — Class I		Mid Cap Portfolio — Service Class 2
Small Cap Growth Fund — Class I

__________________________________

(1)	Formerly Growth and Income Portfolio — Class B	(5)	Formerly Capital Fund — Class I
(2)	Formerly Premier Growth Portfolio — Class B	(6)	Formerly MFS Research Portfolio
(3)	Formerly Aggressive Growth Portfolio — Service Shares	(7)	Formerly Utilities Portfolio
(4)	Formerly Putnam VT International Growth Fund — Class IB Shares	(8)	Formerly Alliance Growth Portfolio

The Contract, certain contract features and/or some of the funding options may not be available in all states. 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, 2003. 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 Cityplace, Hartford, Connecticut 06103-3415, call 1-800-842-8573 or access the SEC’s website (http://www.sec.gov). See Appendix D 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, 2003

Supplemented December 19, 2003

TABLE OF CONTENTS

Glossary	3	Variable Annuity	36
Summary	5	Fixed Annuity	36
Fee Table	8	Payment Options	37
Condensed Financial Information	15	Election of Options	37
The Annuity Contract	15	Annuity Options	37
Contract Owner Inquiries	15	Variable Liquidity Benefit	37
Purchase Payments	15	Miscellaneous Contract Provisions	38
Accumulation Units	15	Right to Return	38
The Variable Funding Options	16	Termination	38
Fixed Account	21	Required Reports	38
Charges and Deductions	21	Suspension of Payments	38
General	21	The Separate Accounts	39
Withdrawal Charge	22	Performance Information	39
Free Withdrawal Allowance	22	Federal Tax Considerations	40
Transfer Charge	23	General Taxation of Annuities	40
Administrative Charges	23	Types of Contracts: Qualified or Nonqualified	40
Mortality and Expense Risk Charge	23	Qualified Annuity Contracts	40
E.S.P. Charge	23	Taxation of Qualified Annuity Contracts	40
GMWB Charge	23	Mandatory Distributions for Qualified Plans	41
Variable Liquidity Benefit Charge	23	Nonqualified Annuity Contracts	41
Variable Funding Option Expenses	24	Diversification Requirements for
Premium Tax	24	Variable Annuities	42
Changes in Taxes Based upon		Ownership of the Investments	42
Premium or Value	24	Taxation of Death Benefit Proceeds	42
Transfers	24	Other Tax Considerations	42
Dollar Cost Averaging	25	Treatment of Charges for Optional
Access to Your Money	26	Death Benefits	42
Guaranteed Minimum Withdrawal Benefit	26	Penalty Tax for Premature Distribution	42
Systematic Withdrawals	28	Puerto Rico Tax Considerations	42
Loans	28	Non-Resident Aliens	43
Ownership Provisions	28	Other Information	43
Types of Ownership	28	The Insurance Companies	43
Contract Owner	28	Financial Statements	43
Beneficiary	29	Distribution of Variable Annuity
Annuitant	29	Contracts	43
Death Benefit	29	Conformity with State and Federal Laws	44
Death Proceeds before the Maturity Date	30	Voting Rights	44
Enhanced Stepped-Up Provision (“E.S.P.”)	32	Legal Proceedings and Opinions	45
Payment of Proceeds	33	Appendix A: Condensed Financial
Spousal Contract Continuance	34	Information for The Travelers
Beneficiary Contract Continuance	34	Separate Account Nine	A-1
Planned Death Benefit	35	Appendix B: Condensed Financial
Death Proceeds after the Maturity Date	35	Information for The Travelers
The Annuity Period	35	Separate Account Ten	B-1
Maturity Date	35	Appendix C: The Fixed Account	C-1
Allocation of Annuity	36	Appendix D: Contents of the Statement
		of Additional Information	D-1

Glossary

Accumulation Unit — an accounting unit of measure used to calculate the value of this Contract before Annuity Payments begin.

Annuitant — the person on whose life the Maturity Date and Annuity Payments depend.

Annuity Payments — a series of periodic payments (a) for life; (b) for life with a minimum number of payments; (c) for the joint lifetime of the Annuitant and another person, and thereafter during the lifetime of the survivor; or (d) for a fixed period.

Annuity Unit — an accounting unit of measure used to calculate the amount of Annuity Payments.

Cash Surrender Value — the Contract Value less any withdrawal charge and premium tax not previously deducted.

Code — the Internal Revenue Code of 1986, as amended, and all related laws and regulations that are in effect during the term of this Contract.

Contingent Annuitant — the individual who becomes the Annuitant when the Annuitant who is not the owner dies prior to the Maturity Date.

Contract Date — the date on which the Contract is issued.

Contract Owner (you) — the person named in the Contract (on the specifications page) as the owner of the Contract.

Contract Value — Purchase Payments, plus or minus any investment experience on the amounts allocated to the variable funds or interest on amounts allocated to the Fixed Account, adjusted by any applicable charges and withdrawals.

Contract Years — twelve month periods beginning with the Contract Date.

Death Report Date — the day on which we have received 1) Due Proof of Death and 2) written payment instructions or election of spousal or beneficiary contract continuation.

Due Proof of Death — (i) a copy of a certified death certificate; (ii) a copy of a certified decree of a court of competent jurisdiction as to the finding of death; (iii) a written statement by a medical doctor who attended the deceased; or (iv) any other proof satisfactory to us.

Fixed Account — an account that consists of all of the assets under this Contract other than those in the Separate Account.

Home Office — the Home Office of The Travelers Insurance Company or The Travelers Life and Annuity Company or any other office that we may designate for the purpose of administering this Contract.

Maturity Date — the date on which the Annuity Payments are to begin.

Payment Option — an annuity or income option elected under your Contract.

Purchase Payment — any premium paid by you to initiate or supplement this Contract.

Qualified Contract — a contract used in a retirement plan or program that is intended to qualify under Sections 401, 403, 408, or 414(d) of the Code.

Separate Account — a segregated account registered with the Securities and Exchange Commission (“SEC”), the assets of which are invested solely in the Variable Funding Options. The assets of the Separate Account are held exclusively for the benefit of Contract Owners.

Subaccount — that portion of the assets of a Separate Account that is allocated to a particular Variable Funding Option.

Underlying Fund — a portfolio of an open-end management investment company that is registered with the SEC in which the Subaccounts invest.

Valuation Date — a date on which a Subaccount is valued.

Valuation Period — the period between successive valuations.

Variable Funding Option — an investment option that, through a Subaccount of the Separate Account, invests in an Underlying Fund.

We, us, our — The Travelers Insurance Company or The Travelers Life and Annuity Company.

Written Request — written information sent to us in a form and content satisfactory to us and received at our Home Office.

You, your — the Contract Owner.

Summary:

Travelers Vintage II Variable Annuity

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 Nine for Variable Annuities (“Separate Account Nine”); The Travelers Life and Annuity Company sponsors the Travelers Separate Account Ten for Variable Annuities (“Separate Account Ten”). When we refer to the Separate Account, we are referring to either Separate Account Nine or Separate Account Ten, depending upon your issuing Company.

You may only purchase a Contract in states where the Contract has been approved for sale. 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, under a Qualified Contract, 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. During the accumulation phase, under a Nonqualified Contract, earnings on your after-tax contributions accumulate on a tax-deferred basis and are taxed as income when you make a withdrawal. The payout phase occurs when you begin receiving Annuity 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 available for use in connection with (1) individual nonqualified purchases; (2) rollovers from Individual Retirement Annuities (IRAs); (3) rollovers from other qualified retirement plans; and (4) beneficiary-directed transfers of death proceeds from another contract. Qualified contracts include contracts qualifying under Section 401(k), 403(b), or 408(b) of the Internal Revenue Code of 1986, as amended. Purchase of this Contract through a tax-qualified retirement plan (“Plan”) does not provide any additional tax deferral benefits beyond those provided by the Plan. Accordingly, if you are purchasing this Contract through a Plan, 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 $5000. You may make additional payments of at least $500 at any time during the accumulation phase. No additional payments are allowed if this Contract is purchased with a beneficiary-directed transfer of death proceeds.

Can I exchange my current annuity contract for this Contract? The Code generally permits you to exchange one annuity contract for another in a “tax-free exchange.” Therefore, you can transfer the proceeds from another annuity contract to purchase this Contract. Before making an exchange to acquire this Contract, you should carefully compare this Contract to your current contract. You may have to pay a surrender charge under your current contract to exchange it for this Contract, and this Contract has its own surrender charges that would apply to you. The other fees and charges under this Contract may be higher or lower and the benefits may be different than those of your current contract. In addition, you may have to pay federal income or penalty taxes on the exchange if it does not qualify for tax-free treatment. You should not exchange another contract for this

Contract unless you determine, after evaluating all the facts, the exchange is in your best interests. Remember that the person selling you the Contract generally will earn a commission on the sale.

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 different 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.

If you purchased your Contract as an Individual Retirement Annuity, and you return it within the first seven days after delivery, or longer if your state law permits, 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.

Can you give a general description of the Variable Funding Options and how they operate? The Variable Funding Options represent Subaccounts of The Separate Account. At your direction, the Separate Account, through its Subaccounts, uses your Purchase Payments to purchase units of one or more of the Underlying Funds 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. You may transfer between the Fixed Account and the Variable Funding Options twice a year (during the 30 days after the six-month Contract Date anniversary), provided the amount is not greater than 15% of the Fixed Account value on that date.

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 an administrative expense charge and a mortality and expense risk (“M&E”) charge daily from amounts you allocate to the Separate Account. We deduct the administrative expense charge at an annual rate of 0.15% and deduct the M&E at an annual rate of 1.15% for the Standard Death Benefit, 1.25% for the Step-Up Death Benefit, and 1.40% for the Roll-Up Death Benefit. For Contracts with a value of less than $40,000, we also deduct an annual contract administrative charge of $30. 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. The maximum percentage is 6%, decreasing to 0% in years eight and later.

If you select the Enhanced Stepped-Up Provision (“E.S.P.”), an additional 0.20% annually will be deducted from amounts in the Variable Funding Options. This provision is not available to a customer when either the Annuitant or owner is age 76 or older on the rider effective date.

If you select the Guaranteed Minimum Withdrawal Benefit (“GMWB”), a maximum of 1.00% annually will be deducted from amounts in the Variable Funding Options. The current charge is 0.40%.

If the Variable Liquidity Benefit is selected, there is a maximum surrender charge of 6% of the amounts withdrawn. Please refer to “The Annuity Period” for a description of this benefit.

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 and on any earnings when you make a withdrawal or begin receiving Annuity Payments. Under a nonqualified Contract, payments to the Contract are made with after-tax dollars, 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.

For owners of qualified Contracts, if you reach a certain age, you may be required by federal tax laws to begin receiving payments from your annuity or risk paying a penalty tax. In those cases, we can calculate and pay you the minimum required distribution amounts.

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

What is the death benefit under the Contract? You may choose to purchase the Standard, Step-Up or Roll-Up Death Benefit. The death benefit applies upon the first death of the Contract Owner, joint owner, or Annuitant. Assuming you are the Annuitant, the death benefit is as follows: 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 (3) the election of spousal 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 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. Withdrawals in excess of the annual free withdrawal allowance may be subject to a withdrawal charge.

Automatic Rebalancing. You may elect to have the Company periodically reallocate the values in your Contract to match the rebalancing allocation selected.

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.

Enhanced Stepped-Up Provision ("E.S.P."). For an additional charge, the total death benefit payable may be increased based on the earnings in your Contract.

Spousal Contract Continuance (subject to availability). If your spouse is named as an owner and/or beneficiary, and you die prior to the Maturity Date, your spouse may elect to continue the Contract as owner rather than have the death benefit paid to the beneficiary. This feature applies to a spousal joint Contract Owner and/or beneficiary only.

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 may elect to continue his/her portion of the Contract.

Guaranteed Minimum Withdrawal Benefit (“Principal Guarantee”). For an additional charge, we will guarantee the periodic return of your Purchase Payments. Under this benefit, we will pay you a maximum of 5% or 10% of your Purchase Payments, depending on when you elect to begin receiving the payments, every year until your Purchase Payments have been returned in full.

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.

Transaction Expenses

*Withdrawal Charge*		6(1)%
(as a percentage of the Purchase Payments withdrawn)

*Transfer Charge*		$10(2)
(assessed on transfers that exceed 12 per year)

*Contract Administrative Charge*
Annual Contract Administrative Charge		$30(3)

*Annual Separate Account Charges*
(as a percentage of the average daily net assets of the Separate Account):

We will assess a minimum mortality and expense risk charge (“M&E”) of 1.15% and a maximum administrative expense charge of 0.15% on all contracts. In addition, there is a maximum charge of 0.20% for E.S.P., and a maximum charge of 1.00% for GMWB, both optional features. Below is a summary of all charges that may apply, depending on the death benefit and optional features you select:

	Standard Death Benefit		Step-Up Death Benefit		Roll-Up Death Benefit

Mortality and Expense Risk Charge		1.15%		1.25%		1.40%
Administrative Expense Charge		0.15%		0.15%		0.15%
Total Separate Account Annual Charges with No Optional Features Selected		1.30%		1.40%		1.55%
Optional E.S.P. Charge		0.20%		0.20%		0.20%
Total Separate Account Annual Charges with E.S.P. only Selected		1.50%		1.60%		1.75%
Maximum Optional GMWB Charge		1.00%(4)		1.00%(4)		1.00%
Total Separate Account Charges with GMWB only Selected		2.30%		2.40%		2.55%
Total Separate Account Charges with E.S.P. and GMWB Selected		2.50%		2.60%		2.75%

_____________

(1)

The withdrawal charge declines to zero after the Purchase Payment has been in the Contract for 7 years. The charge is as follows:

Years Since Purchase Payment Made

Greater than or equal to	But less than	Withdrawal Charge
0 years	3 years	6%
3 years	5 years	5%
5 years	6 years	4%
6 years	7 years	3%
7 + years		0%

	(2)		We currently do not assess the transfer charge.

	(3)		Waived if Contract Value is $40,000 or more on the fourth Friday of each August.

	(4)		The current charge for GMWB is 0.40%

Variable Funding Option Expenses:

The first table below shows the minimum and maximum fees and expenses charged by any of the Funds as of December 31, 2002. The second table shows each Fund’s fees and expenses as of December 31, 2002. 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 Fund.

Minimum and Maximum Total Annual Fund Operating Expenses as of December 31, 2002

	Minimum (before reimbursement)		Maximum (before reimbursement)

Total Annual Fund Operating Expenses (Expenses that are deducted from fund assets, including management fees, distribution, and/or service (12b-1) fees, and other expenses.)		0.53%		119.99%

Fund Fees and Expenses as of December 31, 2002 (unless otherwise indicated)
(as a percentage of average daily net assets of the funding option)

Funding Options:	Management Fee (before expense reimbursement)		Distribution and/or Service Fees (12b-1)		Other Expenses (before expense reimbursement)		Total Annual Operating Expenses (before expense reimbursement)#

AIM Variable Insurance Funds, Inc.
AIM V.I. Premier Equity Fund — Series I†		0.61%		—		0.24%		0.85%
AllianceBernstein Variable Product Series Fund, Inc.
AllianceBernstein Growth and Income Portfolio — Class B*		0.63%		0.25%		0.05%		0.93%
AllianceBernstein Premier Growth Portfolio — Class B*		1.00%		0.25%		0.06%		1.31%
American Funds Insurance Series
Global Growth Fund — Class 2 Shares*		0.67%		0.25%		0.04%		0.96%
Growth Fund — Class 2 Shares*		0.38%		0.25%		0.02%		0.65%
Growth-Income Fund — Class 2 Shares*		0.34%		0.25%		0.01%		0.60%
Franklin Templeton Variable Insurance Products Trust
Franklin Small Cap Fund — Class 2 Shares*		0.53%		0.25%		0.31%		1.09%(2)
Mutual Shares Securities Fund — Class 2 Shares*		0.60%		0.25%		0.21%		1.06%(2)
Templeton Developing Markets Securities Fund — Class 2 Shares*		1.25%		0.25%		0.33%		1.83%(1)
Templeton Foreign Securities Fund — Class 2 Shares*		0.70%		0.25%		0.20%		1.15%(2)
Greenwich Street Series Fund
Appreciation Portfolio		0.75%		—		0.02%		0.77%(15)
Diversified Strategic Income Portfolio		0.65%		—		0.22%		0.87%(15)
Equity Index Portfolio — Class II Shares*		0.31%		0.25%		0.05%		0.61%(3)
Fundamental Value Portfolio		0.75%		—		0.03%		0.78%(15)
Janus Aspen Series
Mid Cap Growth Portfolio — Service Shares*		0.65%		0.25%		0.02%		0.92%(4)
Lazard Retirement Series, Inc.
Lazard Retirement Small Cap Portfolio*		0.75%		0.25%		0.42%		1.42%(5)
Lord Abbett Series Fund, Inc.
Growth and Income Portfolio		0.50%		—		0.46%		0.96%(6)
Mid-Cap Value Portfolio		0.75%		—		0.40%		1.15%(7)

Funding Options:	Management Fee (before expense reimbursement)		Distribution and/or Service Fees (12b-1)		Other Expenses (before expense reimbursement)		Total Annual Operating Expenses (before expense reimbursement)#

Merrill Lynch Variable Series Funds, Inc.
Merrill Lynch Global Allocation V.I. Fund — Class III		0.65%		0.25%		0.09%		0.99%(24)
Merrill Lynch Small Cap Value V.I. Fund — Class III		0.75%		0.25%		0.09%		1.09%(24)
PIMCO Variable Insurance Trust
Real Return Portfolio — Administrative Class		0.25%		—		0.42%		0.67%(8)
Total Return Portfolio — Administrative Class		0.25%		—		0.41%		0.66%(9)
Putnam Variable Trust
Putnam VT Discovery Growth Fund — Class IB Shares*		0.70%		0.25%		0.86%		1.81%
Putnam VT International Equity Fund — Class IB Shares*		0.77%		0.25%		0.22%		1.24%
Putnam VT Small Cap Value Fund — Class IB Shares*		0.80%		0.25%		0.12%		1.17%
Salomon Brothers Variable Series Funds Inc.
All Cap Fund — Class I		0.85%		—		0.12%		0.97%
Investors Fund — Class I		0.70%		—		0.11%		0.81%(10)
Small Cap Growth Fund — Class I		0.75%		—		0.55%		1.30%
Smith Barney Investment Series
Smith Barney Large Cap Core Portfolio		0.75%		—		0.18%		0.93%
Smith Barney Premier Selections All Cap Growth Portfolio		0.75%		—		0.36%		1.11%
Smith Barney Multiple Discipline Trust
Multiple Discipline Portfolio — All Cap Growth and Value*		0.75%		0.25%		20.24%		21.24%(11)
Multiple Discipline Portfolio — Balanced All Cap Growth and Value*		0.75%		0.25%		22.28%		23.28%(11)
Multiple Discipline Portfolio — Global All Cap Growth and Value*		0.75%		0.25%		51.11%		52.11%(11)
Multiple Discipline Portfolio — Large Cap Growth and Value*		0.75%		0.25%		118.99%		119.99%(11)
The Travelers Series Trust
Equity Income Portfolio		0.75%		—		0.09%		0.84%(12)
Large Cap Portfolio		0.75%		—		0.10%		0.85%(13)
Lazard International Stock Portfolio		0.89%		—		0.17%		1.06%(14)
Merrill Lynch Large Cap Core Portfolio		0.86%		—		0.08%		0.94%(16)
MFS Emerging Growth Portfolio		0.81%		—		0.08%		0.89%(15)
Pioneer Fund Portfolio		0.81%		—		0.19%		1.00%(17)
Travelers Series Fund Inc.
AIM Capital Appreciation Portfolio		0.80%		—		0.05%		0.85%(19)
MFS Total Return Portfolio		0.80%		—		0.03%		0.83%(19)
Smith Barney Aggressive Growth Portfolio		0.80%		—		0.03%		0.83%(18)
SB Adjustable Rate Income Portfolio — Class I		0.60%		0.25%		0.21%		1.06%(23)
Smith Barney High Income Portfolio		0.60%		—		0.09%		0.69%(19)
Smith Barney International All Cap Growth Portfolio†		0.90%		—		0.10%		1.00%(20)
Smith Barney Large Cap Value Portfolio†		0.65%		—		0.03%		0.68%(19)
Smith Barney Large Capitalization Growth Portfolio		0.75%		—		0.05%		0.80%

Funding Options:	Management Fee (before expense reimbursement)		Distribution and/or Service Fees (12b-1)		Other Expenses (before expense reimbursement)		Total Annual Operating Expenses (before expense reimbursement)#

Travelers Series Fund Inc. (continued)
Smith Barney Mid Cap Core Portfolio		0.75%		—		0.15%		0.90%
Smith Barney Money Market Portfolio		0.50%		—		0.03%		0.53%
Strategic Equity Portfolio		0.80%		—		0.03%		0.83%(19)
Travelers Managed Income Portfolio		0.65%		—		0.04%		0.69%(19)
Van Kampen Enterprise Portfolio		0.70%		—		0.06%		0.76%(19)
Van Kampen Life Investment Trust
Emerging Growth Portfolio Class I Shares		0.70%		—		0.08%		0.78%
Variable Annuity Portfolios
Smith Barney Small Cap Growth Opportunities Portfolio		0.75%		—		0.15%		0.90%
Variable Insurance Products Fund II
Contrafund® Portfolio — Service Class*		0.58%		0.10%		0.10%		0.78%(21)
Variable Insurance Products Fund III
Mid Cap Portfolio — Service Class 2*		0.58%		0.25%		0.12%		0.95%(22)

______________

	*		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.

	#		Expense reimbursements and waivers that are voluntary may be terminated at any time.

Notes

	(1)		The Fund's Class 2 distribution plan or “rule 12b-1 plan” is described in the Fund's prospectus.

	(2)		The Fund’s Class 2 distribution plan or “rule 12b-1 plan” is described in the Fund’s prospectus. The manager had agreed in advance to reduce its fee to reflect reduced services resulting from the Fund's investment in a Franklin Templeton money fund for cash management. This reduction is required by the Fund's Board of Trustees and an exemptive order by the Securities and Exchange Commission.

	(3)		Management fee includes administration fees. Effective June 24, 2002, the Advisory fee for GSS Equity Index Portfolio increased to 0.25% from 0.15%, therefore the actual Management fee for the year was a blended rate of 0.20% plus 0.06% in Administration fees.

	(4)		Expenses for all Portfolios are based upon expenses for the year ended December 31, 2002. All expenses are shown without the effect of any expense offset arrangements. Formerly, Aggressive Growth Portfolio.

	(5)		The Fund maintains a voluntary expense cap of 1.25%.

	(6)		“Other Expenses” and “Total Annual Fund Operating Expenses” have been restated based on estimates for the current fiscal year.

	(7)		“Other Expenses” and “Total Annual Fund Operating Expenses” have been restated based on estimates for the current fiscal year. For the year 2003, Lord, Abbett & Co. LLC has contractually agreed to reimburse a portion of the Fund’s expenses to the extent necessary to maintain its "Other Expenses" at an aggregate rate of 0.40% of its average daily net assets.

	(8)		“Other Expenses” reflects a 0.25% administrative fee, 0.01% representing the class’ pro rata Trustees’ fees, and 0.01% interest expense. Interest expense is generally incurred as a result of investment management activities. PIMCO has contractually agreed to reduce total annual portfolio operating expenses for the Administrative Class shares to the extent they would exceed, due to the payment of organizational expenses and Trustees’ fees 0.65% of average daily net assets. 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. Ratio of net expenses to average net assets excluding interest expense is 0.65%.

	(9)		“Other Expenses” reflects a 0.25% administrative fee, and 0.01% representing the Portfolio’s pro rata Trustees’ fees. PIMCO has contractually agreed to reduce total annual portfolio operating expenses for the Administrative Class shares to the extent they would exceed, due to the payment of organizational expenses and Trustees’ fees 0.65% of average daily net assets. 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.

	(10)		As a result of a voluntary expense limitation, expense ratios will not exceed 1.00%.

	(11)		The manager has agreed to waive all of its fees for the period ended December 31, 2002. The Funds have a voluntary expense cap of 1.00%, so after reductions the Total Annual Operating Expense for each fund would be 1.00%.

	(12)		Actual annual class operating expenses were lower because 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. Including such reductions, Total Annual Operating expenses for the Equity Income Portfolio were 0.78%.

	(13)		Actual annual class operating expenses were lower because 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. Including such reductions, Total Annual Operating expenses for the Large Cap Portfolio were 0.81%.

	(14)		Management fee includes an administration fee. Fund has a voluntary expense cap of 1.25%.

	(15)		Management fee includes an administration fee. Fund has a voluntary expense cap of 0.80%.

	(16)		Management fee includes an administration fee. Fund has a voluntary expense cap of 1.00%.

	(17)		The expense information in the table has been restated to reflect current fees that would have been applicable if they had been in effect during the previous fiscal year. On April 22, 2003, the shareholders of the fund approved a new investment advisory agreement, which became effective May 1, 2003. Under the new agreement, the management fee increased by 0.10%. The management fee also includes a 0.06% fee for administrative services.

	(18)		Fund has a voluntary expense cap of 1.00%.

	(19)		Fund has a voluntary expense cap of 1.25%.

	(20)		Fund has a voluntary expense cap of 1.50%.

	(21)		Actual annual class operating expenses were lower because 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. Including such reductions, Total Annual Operating expenses for the Fidelity VIP Contrafund Portfolio — Service Class were 0.74%.

	(22)		Actual annual class operating expenses were lower because 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. Including such reductions, Total Annual Operating expenses for the Fidelity VIP Mid Cap Portfolio — Service Class 2 were 0.88%.

	(23)		“Other Expenses” are based on estimated amounts for the current fiscal year.

	(24)		“Other Expenses” are based on estimated amounts for the Fund’s most recent fiscal period. Financial Data Services, Inc., an affiliate of the Investment Adviser, provides transfer agency services to the Fund. The Fund pays a fee for these services. The Investment Adviser or its affiliates also provide certain accounting services to the Fund. The Fund reimburses the Investment Adviser or its affiliates for such services.

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, 2002. The examples are based on the Funds’ Total Annual Operating Expenses before reimbursement, and do not reflect any waivers or reimbursements. If you have selected Variable Funding Options that have voluntarily or contractually agreed to limit the Total Annual Operating Expenses, your expenses may be lower.

You would pay the following expenses on a $10,000 investment, assuming a 5% annual return on assets, and Separate Account charges of 2.75%, which is the maximum charge for the maximum number of optional benefits. For those contracts that do not elect the maximum number of optional benefits, the expenses would be lower. The examples also reflect the annual contract administrative charge.

	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		5 years		10 years		1 year		3 years		5 years		10 years

AIM Variable Insurance Funds, Inc.
AIM V.I. Premier Equity Fund — Series I†		965		1710		2375		3883		365		1110		1875		3883
AllianceBernstein Variable Product Series Fund, Inc.
AllianceBernstein Growth and Income Portfolio — Class B		973		1733		2413		3953		373		1133		1913		3953
AllianceBernstein Premier Growth Portfolio — Class B		1010		1842		2589		4276		410		1242		2089		4276
American Funds Insurance Series
Global Growth Fund — Class 2 Shares		976		1742		2427		3979		376		1142		1927		3979
Growth Fund — Class 2 Shares		945		1652		2281		3706		345		1052		1781		3706
Growth-Income Fund — Class 2 Shares		940		1637		2257		3661		340		1037		1757		3661
Franklin Templeton Variable Insurance Products Trust
Franklin Small Cap Fund — Class 2 Shares		989		1779		2488		4091		389		1179		1988		4091
Mutual Shares Securities Fund — Class 2 Shares		986		1770		2474		4065		386		1170		1974		4065
Templeton Developing Markets Securities Fund — Class 2 Shares		1061		1989		2825		4696		461		1389		2325		4696
Templeton Foreign Securities Fund — Class 2 Shares		995		1796		2515		4142		395		1196		2015		4142
Greenwich Street Series Fund
Appreciation Portfolio		957		1687		2338		3813		357		1087		1838		3813
Diversified Strategic Income Portfolio		967		1716		2385		3901		367		1116		1885		3901
Equity Index Portfolio — Class II Shares		941		1640		2262		3670		341		1040		1762		3670
Fundamental Value Portfolio		958		1689		2342		3822		358		1089		1842		3822
Janus Aspen Series
Mid Cap Growth Portfolio — Service Shares		972		1730		2408		3944		372		1130		1908		3944
Lazard Retirement Series, Inc.
Lazard Retirement Small Cap Portfolio		1021		1873		2640		4367		421		1273		2140		4367
Lord Abbett Series Fund, Inc.
Growth and Income Portfolio		976		1742		2427		3979		376		1142		1927		3979
Mid-Cap Value Portfolio		995		1796		2515		4142		395		1196		2015		4142
Merrill Lynch Variable Series Funds, Inc.
Merrill Lynch Global Allocation V.I. Fund — Class III		979		1750		2441		4005		379		1150		1941		4005
Merrill Lynch Small Cap Value V.I. Fund — Class III		989		1779		2488		4091		389		1179		1988		4091
PIMCO Variable Insurance Trust
Real Return Portfolio — Administrative Class		947		1658		2290		3724		347		1058		1790		3724
Total Return Portfolio — Administrative Class		946		1655		2285		3715		346		1055		1785		3715
Putnam Variable Trust
Putnam VT Discovery Growth Fund — Class IB Shares†		1059		1984		2816		4680		459		1384		2316		4680
Putnam VT International Equity Fund — Class IB Shares		1003		1822		2557		4217		403		1222		2057		4217
Putnam VT Small Cap Value Fund — Class IB Shares		996		1802		2525		4159		396		1202		2025		4159
Salomon Brothers Variable Series Funds Inc.
All Cap Fund — Class I		977		1745		2432		3988		377		1145		1932		3988
Investors Fund — Class I		961		1698		2357		3848		361		1098		1857		3848
Small Cap Growth Fund — Class I		1009		1839		2585		4268		409		1239		2085		4268

	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		5 years		10 years		1 year		3 years		5 years		10 years

Smith Barney Investment Series
Smith Barney Large Cap Core Portfolio		973		1733		2413		3953		373		1133		1913		3953
Smith Barney Premier Selections All Cap Growth Portfolio		991		1785		2497		4108		391		1185		1997		4108
Smith Barney Multiple Discipline Trust*
Multiple Discipline Portfolio — All Cap Growth and Value		2773		5958		7947		10041		2173		5358		7447		10041
Multiple Discipline Portfolio — Balanced All Cap Growth and Value		2931		6224		8176		10030		2331		5624		7676		10030
Multiple Discipline Portfolio — Global All Cap Growth and Value		4720		7819		8497		8249		4120		7219		7997		8249
Multiple Discipline Portfolio — Large Cap Growth and Value*		*		*		*		*		10500*		*		*		*
The Travelers Series Trust
Equity Income Portfolio		964		1707		2371		3874		364		1107		1871		3874
Large Cap Portfolio		965		1710		2375		3883		365		1110		1875		3883
Lazard International Stock Portfolio		986		1770		2474		4065		386		1170		1974		4065
Merrill Lynch Large Cap Core Portfolio		974		1736		2418		3962		374		1136		1918		3962
MFS Emerging Growth Portfolio		969		1721		2394		3918		369		1121		1894		3918
Pioneer Fund Portfolio		980		1753		2446		4013		380		1153		1946		4013
Travelers Series Fund Inc.
AIM Capital Appreciation Portfolio		965		1710		2375		3883		365		1110		1875		3883
MFS Total Return Portfolio		963		1704		2366		3866		363		1104		1866		3866
SB Adjustable Rate Portfolio — Class I		986		1770		2474		4065		386		1170		1974		4065
Smith Barney Aggressive Growth Portfolio		963		1704		2366		3866		363		1104		1866		3866
Smith Barney High Income Portfolio		949		1663		2300		3742		349		1063		1800		3742
Smith Barney International All Cap Growth Portfolio†		980		1753		2446		4013		380		1153		1946		4013
Smith Barney Large Cap Value Portfolio†		948		1660		2295		3733		348		1060		1795		3733
Smith Barney Large Capitalization Growth Portfolio		960		1695		2352		3839		360		1095		1852		3839
Smith Barney Mid Cap Core Portfolio		970		1724		2399		3927		370		1124		1899		3927
Smith Barney Money Market Portfolio		933		1617		2223		3598		333		1017		1723		3598
Strategic Equity Portfolio		963		1704		2366		3866		363		1104		1866		3866
Travelers Managed Income Portfolio		949		1663		2300		3742		349		1063		1800		3742
Van Kampen Enterprise Portfolio		956		1684		2333		3804		356		1084		1833		3804
Van Kampen Life Investment Trust
Emerging Growth Portfolio Class I Shares		958		1689		2342		3822		358		1089		1842		3822
Variable Annuity Portfolios
Smith Barney Small Cap Growth Opportunities Portfolio		970		1724		2399		3927		370		1124		1899		3927
Variable Insurance Products Fund II
Contrafund® Portfolio — Service Class		958		1689		2342		3822		358		1089		1842		3822
Variable Insurance Products Fund III
Mid Cap Portfolio — Service Class 2		975		1739		2422		3970		375		1139		1922		3970

______________

	†		Closed to new investors.

	*		The portfolios of the Smith Barney Multiple Discipline Fund were established on September 23, 2002. The expense examples above are based on Fund expenses before reimbursement or waiver, which expenses reflect only 3 months of Fund activity. Using this before-reimbursement figure for the Large Cap Growth and Value Portfolio, there would be no account value after Contract Year one, therefore there is no amount upon which to calculate expenses in years 3, 5 and 10. Please refer to the footnotes to the Variable Funding Option Expenses Table above for the Fund expenses after voluntary reimbursement and waiver.

CONDENSED FINANCIAL INFORMATION

See Appendices A and B.

THE ANNUITY CONTRACT

Travelers Vintage II Variable 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 from the descriptions in this prospectus 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. We may also offer a Fixed Account option. Where permitted by law, we reserve the right to restrict Purchase Payments into the Fixed Account whenever the credited interest rate on the Fixed Account is equal to the minimum guaranteed interest rate specified under the Contract. 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, 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 Con tract Value”). The Contract Value also reflects all withdrawals made and charges deducted. There is generally 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 1-800-842-8573.

Purchase Payments

Your initial Purchase Payment is due and payable before the Contract becomes effective. The initial Purchase Payment must be at least $5,000. You may make additional payments of at least $500 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).

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 Variable 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 Variable Funding Option by the value of its Accumulation

Unit. We calculate the value of an Accumulation Unit for each Variable 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. Since each option has varying degrees of risk, please read the prospectuses carefully. 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.

Administrative, Marketing and Support Service Fees. The Company and TDLLC have arrangements with the investment adviser, subadviser, distributor, and/or affiliated companies of many of the Underlying Funds under which the Company and TDLLC receive payments in connection with our provision of administrative, marketing or other support services to the Funds. Proceeds of these payments may be used for any corporate purpose, including payment of expenses that the Company and TDLLC incur in promoting, issuing, distributing and administering the Contracts.

The payments are generally based on a percentage of the average assets of each Underlying Fund allocated to the Variable Funding Options under the Contract or other contracts offered by the Company. Aggregate fees relating to the different Funds may vary in amount and may be as much as 0.60% of the average net assets of an Underlying Fund attributable to the relevant contracts. A portion of these payments may come from revenue derived from the Distribution and/or Service Fees (12b-1 fees) that are deducted from an Underlying Fund’s assets as part of its Total Annual Operating Expenses. The arrangements may vary for each Underlying Fund.

The current Variable Funding Options are listed below, along with their investment advisers and any subadviser:

Funding Option	Investment Objective	Investment Adviser/Subadviser

AIM Variable Insurance Funds, Inc.
AIM V.I. Premier Equity Fund — Series I†	Seeks to achieve long term growth of capital. Income is a secondary objective. The Fund normally invests in equity securities, including convertible securities.	A I M Advisers, Inc.
AllianceBernstein Variable Product Series Fund, Inc.
AllianceBernstein Growth and Income Portfolio — Class B	Seeks reasonable current income and appreciation. The Fund normally invests in dividend-paying common stocks considered to be good quality.	Alliance Capital Management L.P. (“Alliance”)
AllianceBernstein Premier Growth Portfolio — Class B	Seeks growth of capital. The Fund normally invests in equity securities of a relatively small number of intensely researched U.S. companies.	Alliance

Funding Option	Investment Objective	Investment Adviser/Subadviser

American Funds Insurance Series
Global Growth Fund — Class 2 Shares	Seeks capital appreciation. The Fund normally invests in common stocks of companies located around the world.	Capital Research and Management Co. (“CRM”)
Growth Fund — Class 2 Shares	Seeks capital appreciation. The Fund normally invests in common stocks of companies that appear to offer superior opportunities for growth of capital.	CRM
Growth-Income Fund — Class 2 Shares	Seeks capital appreciation and income. The Fund normally invests in common stocks or other securities that demonstrate the potential for appreciation and/or dividends.	CRM
Franklin Templeton Variable Insurance Products Trust
Franklin Small Cap Fund — Class 2 Shares	Seeks long-term capital growth. The Fund normally invests in small capitalization companies.	Franklin Advisers, Inc.
Mutual Shares Securities Fund — Class 2 Shares	Seeks capital appreciation. Income is a secondary objective. The Fund normally invests in equity securities of companies believed to be undervalued.	Franklin Mutual Advisers, LLC
Templeton Developing Markets Securities Fund — Class 2 Shares	Seeks long-term capital appreciation. The Fund normally invests in the investments of emerging market countries, primarily equity securities.	Templeton Asset Management Ltd.
Templeton Foreign Securities Fund — Class 2 Shares	Seeks long-term capital growth. The Fund normally invests in investments, primarily equity securities, of issuers located outside of the U.S., including those in emerging markets.	Templeton Investment Counsel, LLC
Greenwich Street Series Fund
Appreciation Portfolio	Seeks long- term appreciation of capital. The Fund normally invests in equity securities of U.S. companies.	Smith Barney Fund Management LLC (“SBFM”)
Diversified Strategic Income Portfolio	Seeks high current income. The Fund normally invests in fixed income securities.	SBFM Subadviser: Smith Barney Global Capital Management, Inc.
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 normally invests in equity securities, or other investments with similar economic characteristics that are included in the S&P 500 Index.	Travelers Investment Management Co. (“TIMCO”)
Fundamental Value Portfolio	Seeks long-term capital growth. Current income is a secondary consideration. The Fund normally invests in common stocks, and common stock equivalents of companies, believed to be undervalued.	SBFM
Janus Aspen Series
Mid Cap Growth Portfolio — Service Shares	Seeks capital growth. The Fund normally invests in equity securities of mid-sized companies.	Janus Capital Management LLC (“Janus Capital”)
Lazard Retirement Series, Inc.
Lazard Retirement Small Cap Portfolio	Seeks long-term capital appreciation. The Fund normally invests in equity securities, principally common stocks, of relatively small U.S. companies that are believed to be undervalued based on their earnings, cash flow or asset values.	Lazard Asset Management, LLC
Lord Abbett Series Fund, Inc.
Growth and Income Portfolio	Seeks long-term growth of capital and income without excessive fluctuations in market value. The Fund normally invests in equity securities of large, seasoned, U.S. and multinational companies believed to be undervalued.	Lord Abbett & Co.
Mid-Cap Value Portfolio	Seeks capital appreciation. The Fund normally invests in common stocks of mid-sized companies believed to be undervalued.	Lord Abbett & Co.

Funding Option	Investment Objective	Investment Adviser/Subadviser

Merrill Lynch Variable Series Funds, Inc.
Merrill Lynch Global Allocation V.I. Fund — Class III	Seeks high total investment return. The Fund normally invests in a portfolio of equity, debt and money market securities, primarily of corporate and governmental issuers located in North and South America, Europe, Australia and the Far East.	Merrill Lynch Investment Managers, L.P.
Merrill Lynch Small Cap Value V.I. Fund — Class III	Seeks long-term growth of capital. The Fund normally invests in common stocks of small cap companies and emerging growth companies believed to be undervalued.	Merrill Lynch Investment Managers, L.P.
PIMCO Variable Insurance Trust
Real Return Portfolio — Administrative Class	Seeks maximum real return, consistent with preservation of real capital and prudent investment management. The Fund normally invests in inflation-indexed bonds of varying maturities issued by the U.S. and non-U.S. governments or government sponsored enterprises.	Pacific Investment Management Company LLC
Total Return Portfolio — Administrative Class	Seeks maximum total return, consistent with preservation of capital and prudent investment management. The Fund normally invests in intermediate maturity fixed income securities.	Pacific Investment Management Company LLC
Putnam Variable Trust
Putnam VT Discovery Growth Fund — Class IB Shares†	Seeks long-term growth of capital. The Fund normally invests in the common stocks of U.S. companies believed to be fast-growing and whose earnings are likely to increase over time.	Putnam Investment Management (“Putnam”)
Putnam VT International Equity Fund — Class IB Shares	Seeks capital appreciation. The Fund normally invests in common stocks of companies outside the U S.	Putnam
Putnam VT Small Cap Value Fund — Class IB Shares	Seeks capital appreciation. The Fund normally invests in the common stocks of U.S. companies believed to be undervalued in the market.	Putnam
Salomon Brothers Variable Series Funds Inc.
All Cap Fund — Class I	Seeks capital appreciation. The Fund normally invests in common stocks and their equivalents of companies believed to be undervalued in the marketplace.	Salomon Brothers Asset Management (“SBAM”)
Investors Fund — Class I	Seeks long term growth of capital. Secondarily seeks current income. The Fund normally invests in common stocks of established companies.	SBAM
Small Cap Growth Fund — Class I	Seeks long term growth of capital. The Fund normally invests in equity securities of companies with small market capitalizations.	SBAM
Smith Barney Investment Series
Smith Barney Large Cap Core Portfolio	Seeks capital appreciation. The Fund normally invests in the equity securities of U.S. companies with large market capitalizations.	SBFM
Smith Barney Premier Selections All Cap Growth Portfolio	Seeks long term capital growth. The Fund consists of a Large Cap Growth segment, Mid Cap Growth segment and Small Cap Growth segment. All three segments normally invest in equity securities. The Large Cap Growth segment invests in large sized companies. The Mid Cap Growth segment invests in medium sized companies. The Small Cap Growth segment invests in small sized companies.	SBFM

Funding Option	Investment Objective	Investment Adviser/Subadviser

Smith Barney Multiple Discipline Trust
Multiple Discipline Portfolio — All Cap Growth and Value	Seeks long-term growth of capital. The Fund normally invests in equity securities within all market capitalization ranges. The Fund consists of two segments. The All Cap Growth segment combines the growth potential of small to medium companies with the stability of high-quality large company growth stocks. The All Cap Value segment invests in companies whose market prices are attractive in relation to their business fundamentals.	SBFM
Multiple Discipline Portfolio — Balanced All Cap Growth and Value	Seeks long-term growth of capital balanced principal preservation. The Fund normally invests in equity and fixed-income growth securities. The Fund consists of three segments. The All Cap Growth segment combines the growth potential of small to medium companies with the stability of high-quality large company growth stocks. The All Cap Value segment invests in companies whose market prices are attractive in relation to their business fundamentals. The Government Securities Management (7-Year) segment invests in short and intermediate term U.S. government securities with an average maturity of 7 years.	SBFM
Multiple Discipline Portfolio — Global All Cap Growth and Value	Seeks long-term growth of capital. The Fund normally invests in equity securities. The Fund consists of four segments. The Large Cap Growth segment focuses on high-quality stocks with consistent growth. The Large Cap Value segment invests in established undervalued companies. The Mid/Small Cap Growth segment invests in small and medium sized companies with strong fundamentals and earnings growth potential. The International/ADR segment seeks to build long-term well-diversified portfolios with exceptional risk/reward characteristics.	SBFM
Multiple Discipline Portfolio — Large Cap Growth and Value	Seeks long-term growth of capital. The Fund normally invests in equity securities of companies with large market capitalizations. The Fund consists of two segments. The Large Cap Growth segment focuses on high-quality stocks with consistent growth. The Large Cap Value segment invests in established undervalued companies.	SBFM
The Travelers Series Trust
Equity Income Portfolio	Seeks reasonable income. The Fund normally invests in equity securities with a focus on income producing equities.	Travelers Asset Management International Corporation (“TAMIC”) Subadviser: Fidelity Management & Research Company (“FMR”)
Large Cap Portfolio	Seeks long term growth of capital. The Fund normally invests in the securities of companies with large market capitalizations.	TAMIC Subadviser: FMR
Lazard International Stock Portfolio	Seeks capital appreciation. The Fund normally invests in equity securities of non-U.S. domiciled companies located in developed markets.	TAMIC Subadviser: Lazard Asset Management
Merrill Lynch Large Cap Core Portfolio	Seeks long-term capital growth. The Fund normally invests in a diversified portfolio of equity securities of large cap companies located in the United States.	TAMIC Subadviser: Merrill Lynch Investment Managers, L.P.
MFS Emerging Growth Portfolio	Seeks long term growth of capital. The Fund normally invests in common stock and related securities of emerging growth companies.	TAMIC Subadviser: Massachusetts Financial Services (“MFS”)
Pioneer Fund Portfolio	Seeks reasonable income and capital growth. The Fund normally invests in equity securities that are carefully selected, reasonably priced securities.	TAMIC Subadviser: Pioneer Investment Management Inc.

Funding Option	Investment Objective	Investment Adviser/Subadviser

Travelers Series Fund Inc.
AIM Capital Appreciation Portfolio	Seeks capital appreciation. The Fund normally invests in common stocks of companies that are likely to benefit from new products, services or processes or have experienced above-average earnings growth.	Travelers Investment Adviser Inc. (“TIA”) Subadviser: AIM Capital Management Inc.
MFS Total Return Portfolio	Seeks above average income consistent with the prudent employment of capital. Secondarily, seeks growth of capital and income. The Fund normally invests in a broad range of equity and fixed-income securities of both U.S. and foreign issuers.	TIA Subadviser: MFS
SB Adjustable Rate Portfolio — Class I	Seeks high current income and to limit the degree of fluctuation of its net asset value resulting from movements in interest rates. The Fund normally invests in adjustable rate securities.	SBFM
Smith Barney Aggressive Growth Portfolio	Seeks long-term capital appreciation. The Fund normally invests in common stocks of companies that are experiencing, or are expected to experience, growth in earnings.	SBFM
Smith Barney High Income Portfolio	Seeks high current income. Secondarily, seeks capital appreciation. The Fund normally invests in high yield corporate debt and preferred stock of U.S. and foreign issuers.	SBFM
Smith Barney International All Cap Growth Portfolio†	Seeks total return on assets from growth of capital and income. The Fund normally invests in equity securities of foreign companies.	SBFM
Smith Barney Large Cap Value Portfolio†	Seeks long-term growth of capital. Current income is a secondary objective. The Fund normally invests in equities, or similar securities, of companies with large market capitalizations.	SBFM
Smith Barney Large Capitalization Growth Portfolio	Seeks long term growth of capital. The Fund normally invests in equities, or similar securities, of companies with large market capitalizations.	SBFM
Smith Barney Mid Cap Core Portfolio	Seeks long-term growth of capital. The Fund normally invests in equities, or similar securities, of medium sized companies.	SBFM
Smith Barney Money Market Portfolio	Seeks to maximize current income consistent with preservation of capital. The Fund seeks to maintain a stable $1 share price. The Fund normally invests in high quality U.S. short-term debt securities.	SBFM
Strategic Equity Portfolio	Seeks capital appreciation. The Fund normally invests in equity securities, primarily in common stocks of domestic issuers, and is not constrained to any particular investments style.	TIA Subadviser: FMR
Travelers Managed Income Portfolio	Seeks high current income consistent with prudent risk of capital. The Fund normally invests in U.S. corporate debt and U.S. government securities.	TAMIC
Van Kampen Enterprise Portfolio	Seeks capital appreciation. The Fund normally invests in common stocks of growth companies.	TIA Subadviser: Van Kampen Asset Management Inc. (“Van Kampen”)
Van Kampen Life Investment Trust
Emerging Growth Portfolio Class I Shares	Seeks capital appreciation. The Fund normally invests in common stocks of emerging growth companies.	Van Kampen
Variable Annuity Portfolios
Smith Barney Small Cap Growth Opportunities Portfolio	Seeks long term capital growth. The Fund normally invests in equity securities of small cap companies and related investments.	Citi Fund Management, Inc.

Funding Option	Investment Objective	Investment Adviser/Subadviser

Variable Insurance Products Fund II
Contrafund® Portfolio — Service Class	Seeks long term capital appreciation. The Fund normally invests in common stocks of companies whose value may not be fully recognized by the public.	FMR
Variable Insurance Products Fund III
Mid Cap Portfolio — Service Class 2	Seeks long term growth of capital. The Fund normally invests in common stocks of companies with medium market capitalizations.	FMR

______________

†

Closed to new investors.

FIXED ACCOUNT

We may offer our Fixed Account as a funding option. Please see Appendix C 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 Smith Barney Financial Consultant, and

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, the administrative charges 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 or the administrative 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 are withdrawn before they have been in the Contract for seven years. We will assess the charge as a percentage of the Purchase Payment withdrawn as follows:

Years Since Purchase Payment Made

Greater than or equal to	But less than	Withdrawal Charge

0 years	3 years	6%
3 years	5 years	5%
5 years	6 years	4%
6 years	7 years	3%
7 + years		0%

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

	(a)		any Purchase Payment to 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 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.

We will not deduct a withdrawal charge if Purchase Payments are distributed:

due to the death of the Contract Owner or the Annuitant (with no Contingent Annuitant surviving)

if a lifetime annuity payout has begun

under the Managed Distribution Program

if after the first Contract Year, you elect Annuity Payments for a fixed period of at least five years.

if amounts withdrawn under this Contract are applied to other Contract(s) issued by us or our affiliates (subject to our approval).

Free Withdrawal Allowance

Beginning in the second Contract Year, you may withdraw up to 15% of the Contract Value annually. If you have Purchase Payments no longer subject to a withdrawal charge, the maximum you may withdraw without a withdrawal charge is the greater of (a) the free withdrawal allowance, or (b) the total of all Purchase Payments no longer subject to a withdrawal charge. Any free withdrawal taken will reduce Purchase Payments no longer subject to a withdrawal charge. The free withdrawal amount is not cumulative from year to year. The free withdrawal provision applies to all withdrawals except those transferred directly to annuity contracts issued by other financial institutions. In addition, if you have enrolled in our systematic withdrawal program, you may withdraw up to 15% of the Contract Value in the first Contract Year without incurring a withdrawal charge.

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.

Administrative Charges

There are two administrative charges: the $30 annual contract administrative charge and the administrative expense charge. We will deduct the annual contract administrative charge on the fourth Friday of each August. This charge compensates us for expenses incurred in establishing and maintaining the Contract and we will prorate this charge (i.e. calculate) from the date of purchase. We will also prorate this charge if you surrender your Contract, or if we terminate your Contract. We will not deduct a contract administrative charge from the Fixed Account or:

(1) from the distribution of death proceeds

(2) after an annuity payout has begun or

(3) if the Contract Value on the date of assessment equals or is greater than $40,000

We deduct the administrative expense charge (sometimes called “sub-account administrative charge”) on each business day from amounts allocated to the Variable Funding Options to compensate the Company for certain related administrative and operating expenses. The charge equals, on an annual basis, 0.15% of the daily net asset value allocated to each of the Variable Funding Options, and is reflected in our accumulation and Annuity Unit value calculations.

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 1.15% annually. If you choose the Step-Up Death Benefit, the M&E charge is 1.25% annually. If you choose the Roll-Up Death Benefit, the M&E charge is 1.40% annually. This charge compensates the Company for risks assumed, benefits provided and expenses incurred, including the payment of commissions to your sales agent.

E.S.P. Charge

If the E.S.P. option is selected, a charge is deducted each business day from amounts held in the Variable Funding Options. The charge equals, on an annual basis, 0.20% of the amounts held in each funding option.

GMWB Charge

If the GMWB option is selected, a charge is deducted each business day from amounts held in the Variable Funding Options. The charge equals, on an annual basis, a maximum of 1.00% of the amounts held in each funding option. The current charge is 0.40%. Your current charge will not change unless you reset your benefits, at which time we may modify the charge.

Variable Liquidity Benefit Charge

If the Variable Liquidity Benefit is selected, there is a maximum surrender charge of 6% of the amounts withdrawn. This charge is not assessed during the accumulation phase.

We will assess the charge as a percentage of the total benefit received as follows:


Years Since Initial Purchase Payment

Greater than or equal to	But less than	Surrender Charge

0 years	3 years	6%
3 years	5 years	5%
5 years	6 years	4%
6 years	7 years	3%
7 + years		0%

Please refer to The Annuity Period for a description of this benefit.

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.

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:

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.

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

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.

If we choose to enforce our contractual rights to restrict transfers to once every six months, we will so notify you in writing.

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. None of these restrictions are applicable to transfers made under a Dollar Cost Averaging Program, a rebalancing program, or, if applicable, any asset allocation program described in this prospectus.

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.

Where permitted by state law, we reserve the right to restrict transfers from the Variable Funding Options to the Fixed Account whenever the credited interest rate on the Fixed Account is equal to the minimum guaranteed interest rate specified under the Contract.

There are no charges for transfers, however, we reserve the right to charge a fee for any transfer request which exceeds twelve per year. Since different Underlying Funds have different expenses, a transfer of Contract Values from one Variable Funding Option to another could result in your investment becoming subject to higher or lower expenses. Also, you should consider the inherent risks involved in making transfers.

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 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 opti ons 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 transferred to the Money Market Variable Fund Option.

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.

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. If the Fixed Account is not available as a funding option, you may still participate in the DCA program.

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, outstanding loans, 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.

Guaranteed Minimum Withdrawal Benefit (“GMWB” or “Principal Guarantee”)

For an additional charge, you may elect GMWB, a living benefit that guarantees return of your Purchase Payments regardless of market conditions if you do not withdraw more than a certain amount per year. Once you elect this benefit, you cannot cancel it. You must elect the benefit at time of purchase. GMWB will automatically terminate upon annuitization or if you assign your Contract to a different Contract Owner.

Your initial Purchase Payment is used to determine your initial remaining benefit base, (“RBB”), or the maximum amount of money that is guaranteed to be returned to you subject to the conditions below. The maximum amount you may withdraw on an annual basis without an adverse effect on your guarantee is your annual withdrawal benefit (“AWB”).

If you make your first withdrawal within three full years after you purchased GMWB, your AWB will equal 5% of your RBB immediately prior to your first withdrawal. If you begin making withdrawals more than three complete years after you purchased GMWB, your AWB will equal 10% of your RBB immediately prior to your first withdrawal. Your AWB may be taken on any payment schedule you request, e.g. monthly. You may take withdrawals in any dollar amount up to your AWB without affecting your guarantee. If you choose to receive only a part of or none of your AWB in any given year, your RBB and AWB will not increase. You can continue to receive your AWB until the RBB is depleted. If you take a partial withdrawal, and your AWB is greater than the free withdrawal allowance, withdrawal charges are waived only on amounts up to your AWB.

Your RBB and AWB will not change unless you make subsequent Purchase Payments or take withdrawals from your Contract, as described below.

If you make subsequent payments, we will recalculate your RBB and your AWB. Your new RBB equals your RBB immediately prior to the subsequent payment plus the subsequent payment. We reserve the right not to include subsequent Purchase Payments in the calculation of the RBB. When your RBB is adjusted because you have

made a subsequent Purchase Payment, your AWB is recalculated to equal the AWB immediately prior to the subsequent payment, plus either 5% or 10% of the subsequent payment, depending on when you have taken your first withdrawal.

Aggregate Purchase Payments over $1 million are subject to our consent, including our consent to the maximum RBB applied to your GMWB. We may impose a maximum RBB in the future for Contract Owners who elect GMWB, but the maximum RBB will never be less than the cumulative Purchase Payments to which we have previously consented. We reserve the right to restrict the maximum RBB on subsequent Purchase Payments and/or resets if such subsequent Purchase Payments and/or resets would cause the RBB to be greater than the maximum RBB. Purchase Payments under $1 million are not subject to a limitation on the maximum RBB. State variations may apply.

Withdrawals: If the total of all withdrawals since the most recent Contract Date anniversary, including the current withdrawal, is equal to or less than your AWB immediately prior to the current withdrawal, we will recalculate your RBB to equal the RBB immediately prior to the withdrawal, less the amount of the current withdrawal.

If the total amount of all withdrawals since the most recent Contract Date anniversary, including the current withdrawal, exceed the AWB, we will recalculate both your RBB and AWB by applying a partial surrender reduction. The partial surrender reduction is equal to 1) the RBB or AWB in effect immediately prior to the current withdrawal, multiplied by 2) the amount of the current withdrawal divided by 3) the Contract Value immediately prior to the current withdrawal.

For example, assume your initial Purchase Payment is $100,000, your age is less than 70, and a withdrawal of $10,000 is taken in contract year two:

	Assumes 15% gain on investment			Assumes 15% loss on investment
Values As Of	Contract Value	RBB	AWB (5%)	Contract Value	RBB	AWB (5%)
Contract date	$100,000	$100,000	$5,000	$100,000	$100,000	$5,000
Immediately prior to withdrawal, Contract Year two	$115,000	$100,000	$5,000	$85,000	$100,000	$5,000
Immediately after withdrawal, Contract Year two	$105,000	$91,304 [100,000 – (100,000 x10,000/115,000)]	$4,565 [5,000 – (5,000 x10,000/115,000)]	$75,000	$88,235 [100,000 – (100,000 x10,000/85,000)]	$4,412 [5,000– (5,000 x10,000/85,000]

Change in value due to withdrawal (Partial Surrender Reduction)

$10,000

$8,696

$435

$10,000

$11,765

$588

Any time on or after the 5th Contract Date anniversary, you may choose to reset your RBB to equal your current Contract Value. Depending on your Contract Value and the current fee for GMWB, it may not be beneficial to reset your RBB. The current charge in effect at the time of the reset will apply. Your second and all subsequent resets must occur at least 5 years from the most recent reset. If your first withdrawal from the contract is prior to your third Contract Date anniversary, your AWB will equal 5% of your RBB after any reset. Similarly, if you began taking withdrawals after your third contract year, your AWB will equal 10% of your RBB after any reset. In addition, the length of time over which you can expect to receive your RBB will be reset. Once you become eligible to reset your RBB, we reserve the right to allow resets only on a contract anniversary.

If your Contract Value reaches zero, and you have purchased this benefit, the following will occur:

The AWB will continue to be paid to you until the RBB is depleted, not more frequently than monthly. Upon your death, your beneficiary will receive these payments. No other death benefit or E.S.P. benefit, if any, will be paid.

The total annual payment amount will equal the AWB and will never exceed your RBB, and

We will no longer accept subsequent Purchase Payments into the Contract.

If a spouse or beneficiary continues this Contract upon your death, and you had elected GMWB, all terms and conditions of this benefit would apply to the new owner.

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 591/2. 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 701/2. (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.

Loans

Loans may be available under your Contract. Loans may only be taken against funds allocated or transferred to the Fixed Account. If available, all loan provisions are described in your Contract or loan agreement. You may not elect the GMWB benefit and have a loan on your Contract at the same time. If you anticipate needing a loan, you should not purchase GMWB.

OWNERSHIP PROVISIONS

Types of Ownership

Contract Owner

The Contract belongs to the Contract Owner named in the Contract (on the Contract Specifications page), or to any other person to whom you subsequently assign the Contract. You may only make an assignment of ownership or a collateral assignment for nonqualified Contracts. You have sole power during the Annuitant’s lifetime to exercise any rights and to receive all benefits given in the Contract provided you have not named an irrevocable beneficiary and provided you have not assigned the Contract.

You receive all payments while the Annuitant is alive unless you direct them to an alternate recipient. An alternate recipient does not become the Contract Owner.

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 transfer ownership, take a loan or make additional Purchase Payments.

Joint Owner. For nonqualified Contracts only, you may name joint owners (e.g., spouses) in a Written Request before the Contract is in effect. Joint owners may independently exercise transfers allowed under the Contract. All other rights of ownership must be exercised by both owners. Joint owners own equal shares of any benefits accruing or payments made to them.

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 Annuitant or 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 Annuitant or 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.

Annuitant

The Annuitant is designated in the Contract (on the Contract Specifications page), and is the individual on whose life the Maturity Date and the amount of the monthly Annuity Payments depend. You may not change the Annuitant after your Contract is in effect.

Contingent Annuitant. You may name one individual as a Contingent Annuitant. A Contingent Annuitant may not be changed, deleted or added to the Contract after the Contract Date. If the Annuitant who is not the owner dies prior to the Maturity Date, and the Contingent Annuitant is still living;

the death benefit will not be payable upon the Annuitant's death

the Contingent Annuitant becomes the Annuitant

all other rights and benefits will continue in effect

When a Contingent Annuitant becomes the Annuitant, the Maturity Date remains the same as previously in effect.

If the Annuitant is also the owner, then a death benefit is paid to the beneficiary regardless of whether there is a Contingent Annuitant.

DEATH BENEFIT

Before the Maturity Date, generally, a death benefit is payable when either the Annuitant or a Contract Owner dies. At purchase, you elect either the Standard Death Benefit, the Step-Up Benefit (also referred to as the “Annual Step-Up”) or the Roll-Up 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 spousal contract continuance or beneficiary contract continuance. (Death Report Date).

Three different types of death benefits are available under the Contract prior to the Maturity Date:

Standard Death Benefit

Annual Step-Up Death Benefit

Roll-Up Death Benefit

The Annual Step-Up and Roll-Up Death Benefits may not be available in all jurisdictions.

Note: If the owner dies before the Annuitant, the death benefit is recalculated, replacing all references to “Annuitant” with “owner.” All death benefits will be reduced by any premium tax and outstanding loans not previously deducted.

Death Proceeds before the Maturity Date

Standard Death Benefit

Age at time of Death				Death Benefit
If Annuitant was younger than age 76 on the Contract Date, the death benefit will be the greatest of				the Contract Value;
				the total Purchase Payments made under the Contract less any prior withdrawals; or
				the Step-Up Value, if any, as described below.

If Annuitant was age 76 through 80 on the Contract Date, the death benefit will be the greater of				the Contract Value; or
				the total Purchase Payments made under the Contract less any prior withdrawals
If Annuitant was age 81 or older on the Contract Date, the death benefit will be				the Contract Value

Step-Up Value (Standard Death Benefit)

The Step-Up Value for the standard death benefit depends on the Annuitant’s age on the Contract Date as follows:

If Annuitant Was Younger Than Age 68 on the Contract Date

We will establish a Step-Up Value on the seventh Contract Date anniversary (provided it is on or before the Death Report Date). The initial Step-Up Value equals the Contract Value on that anniversary. Whenever a Purchase Payment is made, we will increase the Step-Up Value by the amount of that Purchase Payment. Whenever a withdrawal is taken, the Step-Up Value will be reduced by a partial surrender reduction as described below. On each Contract Date anniversary that occurs before the Annuitant’s 76th birthday and before the Annuitant’s death, if the Contract Value is greater than the Step-Up Value, we will reset the Step-Up Value to equal the Contract Value on that date. If the Step-Up Value is greater than the Contract Value, the Step-Up Value will remain unchanged. We will not reduce the Step-Up Value on these anniversary recalculations (provided no withdrawals or surrenders are made on that day). The only changes made to the Step-Up Value on or after the Annuitant's 76th birthday will be those related to additional Purchase Payments or withdrawals as described below. If the Death Report Date is before the seventh Contract Date anniversary, there is no Step-Up Value.

If Annuitant Was Age 68 through 75 on the Contract Date

We will establish a Step-Up Value on the seventh Contract Date anniversary (provided it is before the Death Report Date). The Step-Up Value will equal the Contract Value on that anniversary. Whenever a Purchase Payment is made, we will increase the Step-Up Value by the amount of that Purchase Payment. Whenever a withdrawal is taken, the Step-Up Value will be reduced by a partial surrender reduction as described below. The only changes made to the Step-Up Value on or after the seventh Contract Date anniversary will be those related to additional Purchase Payments or withdrawals as described below. If the Death Report Date is before the seventh Contract Date anniversary, there is no Step-Up Value.

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 in effect immediately before the reduction for partial surrender, multiplied by (2) the amount of the partial surrender, divided by (3) the Contract Value before the surrender. See the example of the partial surrender reduction below.

Annual Step-Up Death Benefit

(not available when either the Annuitant or owner is age 76 or older on the Contract Date)

The death benefit will be the greatest of:				the Contract Value;
				the Roll-Up Death Benefit Value (as described below); or
				the Step-Up Value, if any, as described below.

Roll-Up Death Benefit

(not available when either the Annuitant or owner is age 76 or older on the Contract Date)

Age at time of Death				Death Benefit
If the Annuitant dies before age 80, the death benefit will be the greatest of:				the Contract Value;
				the Roll-Up Death Benefit Value (as described below); or
				the Step-Up Value, if any, as described below.

If the Annuitant dies on or after age 80, the death benefit will be the greatest of:				the Contract Value; or
				the Roll-Up Death Benefit Value (as described below) on the Annuitant’s 80th birthday, plus any additional Purchase Payments and minus any partial surrender reductions (as described below) that occur after the Annuitant’s 80th birthday; or
				the Contract Value

Step-Up Value (for Annual Step-Up and Roll-Up Death Benefits)

The Step-Up Value will be established on each Contract Date anniversary which occurs prior to the Death Report Date. Whenever you make an additional Purchase Payment, we will increase the Step-Up Value by the amount of that Purchase Payment. Whenever you make a withdrawal, we will reduce the Step-Up Value by a partial surrender reduction as described below. On each Contract Date anniversary that occurs before the Annuitant’s 80th birthday and before the Annuitant’s death, if the Contract Value is greater than the Step-Up Value, we will reset the Step-Up Value to equal the Contract Value on that date. If the Step-Up Value is greater than the Contract Value, the Step-Up Value will remain unchanged. We will not reduce the Step-Up Value on these anniversary recalculations (provided no withdrawals or surrenders are made on that day). The only changes made to the Step-Up Value on or after the Annuitant’s 80th birthday will be those related to additional Purchase Payments o r withdrawals as described below. If the Death Report Date is before the first Contract Date anniversary, there is no Step-Up Value.

Roll-Up Death Benefit Value

On the Contract Date, the Roll-Up Death Benefit Value is equal to the Purchase Payment. On each Contract Date anniversary, the Roll-Up Death Benefit Value will be recalculated to equal a) plus b) minus c), increased by 5%, where:

a) is the Roll-Up Death Benefit Value as of the previous Contract Date anniversary

b) is any Purchase Payment made during the previous Contract Year

c) is any partial surrender reduction (as described below) during the previous Contract Year.

On dates other than the Contract Date anniversary, the Roll-Up Death Benefit Value will equal a) plus b) minus c) where:

a) is the Roll-Up Death Benefit Value as of the previous Contract Date anniversary

b) is any Purchase Payment made since the previous Contract Date anniversary

c) is any partial surrender reduction (as described below) since the previous Contract Date anniversary

The maximum Roll-Up Death Benefit equals 200% of the difference between all Purchase Payments and all partial surrender reductions (as described below).

Partial Surrender Reduction (for Annual Step-Up and Roll-Up Death Benefits). The partial surrender reduction equals (1) the death benefit value (step-up or roll-up value) in effect immediately before the reduction for withdrawal, multiplied by (2) the amount of the withdrawal, divided by (3) the Contract Value before the surrender.

For example, assume your current Contract Value is $55,000. If your current Step-Up Value 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 current Step-Up Value 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.

Enhanced Stepped-Up Provision ("E.S.P."). (This provision is not available to a customer when either the Annuitant or owner is age 76 or older on the rider effective date.)

The rider effective date is the date the rider is attached to and made a part of the Contract. If you have selected the E.S.P., the total death benefit as of the Death Report Date will equal the death benefit described above plus the greater of zero or the following amount:

If the Annuitant is younger than age 70 on the rider effective date, 40% of the lesser of: (1) 200% of the modified Purchase Payments excluding Purchase Payments that are both received after the first rider effective date anniversary and within 12 months of the Death Report Date, or (2) your Contract Value minus the modified Purchase Payments, calculated as of the Death Report Date; or

If the Annuitant is between the ages of 70 and 75 on the rider effective date, 25% of the lesser of: (1) 200% of the modified Purchase Payments excluding Purchase Payments that are both received after the first rider effective date anniversary and within 12 months of the Death Report Date, or (2) your Contract Value minus the modified Purchase Payments, calculated as of the Death Report Date.

The initial modified Purchase Payment is equal to the Contract Value as of the rider effective date. Whenever a Purchase Payment is made after the rider effective date, the modified Purchase Payment(s) are increased by the amount of the Purchase Payment. Whenever a partial surrender is taken after the rider effective date, the modified Purchase Payment(s) are reduced by a partial surrender reduction as described below.

The partial surrender reduction is equal to: (1) the modified Purchase Payment(s) in effect immediately prior to the reduction for the partial surrender, multiplied by (2) the amount of the partial surrender divided by (3) the Contract Value immediately prior to the partial surrender.

For example, assume your current modified Purchase Payment is $50,000 and that your current Contract Value is $55,000. You decide to make a withdrawal of $10,000. We would reduce the modified Purchase Payment as follows:

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

You new modified Purchase Payment would be $50,000 - $9,090 = 40,910

The following example shows what would happen in a declining market. Assume your current Contract Value is $30,000. If your current modified Purchase Payment is $50,000 and you decide to make a withdrawal of $10,000, we would reduce the modified Purchase Payment as follows:

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

Your new modified Purchase Payment would be 50,000 - 16,666 = $33,334

Payment of Proceeds

We describe the process of paying death benefit proceeds before the Maturity Date in the charts below. The charts do not encompass every situation and are merely intended as a general guide. More detailed information is 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.

Nonqualified Contracts

*Before the Maturity Date,* upon the Death of the	The Company Will Pay the Proceeds to:	unless. . .	Mandatory Payout Rules Apply*

Owner (who is not the Annuitant) (with no joint owner)	The beneficiary (ies), or if none, to the Contract Owner’s estate.	Unless the beneficiary elects to continue the Contract rather than receive the distribution.	Yes

Owner (who is the Annuitant) (with no joint owner)	The beneficiary (ies), or if none, to the Contract Owner’s estate.	Unless the beneficiary elects to continue the Contract rather than receive the distribution.	Yes

Non-spousal Joint Owner (who is not the Annuitant)	The surviving joint owner.		Yes

Non-spousal Joint Owner (who is the Annuitant)	The beneficiary (ies), or, if none, to the surviving joint owner.	Unless the beneficiary elects to continue the Contract rather than receive a distribution.	Yes

Spousal Joint Owner (who is not the Annuitant)	The surviving joint owner.	Unless the spousal beneficiary elects to continue the Contract.	Yes

Spousal Joint Owner (who is the Annuitant)	The beneficiary (ies), or, if none, to the surviving joint owner.	Unless the spouse elects to continue the Contract. A spouse who is not the beneficiary may decline to receive the proceeds or to continue the Contract and instruct the Company to pay the beneficiary.	Yes

Annuitant (who is not the Contract Owner)	The beneficiary (ies), or if none, to the Contract Owner.	Unless the beneficiary elects to continue the Contract rather than receive the distribution. Or, if there is a Contingent Annuitant, then the Contingent Annuitant becomes the Annuitant and the Contract continues in effect (generally using the original Maturity Date). The proceeds will then be paid upon the death of the Contingent Annuitant or owner.	Yes

Annuitant (who is the Contract Owner)	See death of “owner who is the Annuitant” above.		Yes

Annuitant (where owner is a non-natural entity/trust)	The beneficiary (ies), or if none, to the owner.		Yes (Death of Annuitant is treated as death of the owner in these circumstances.)

Contingent Annuitant (assuming Annuitant is still alive)	No death proceeds are payable; Contract continues.		Yes

Qualified Contracts

*Before the Maturity Date,* upon the Death of the	The Company Will Pay the Proceeds to:	unless. . .	Mandatory Payout Rules Apply*

*Owner / Annuitant*	The beneficiary (ies), or if none, to the Contract Owner’s estate.	Unless the beneficiary elects to continue the Contract rather than receive a distribution.	Yes

*Beneficiary*	No death proceeds are payable; Contract continues.		N/A

*Contingent Beneficiary*	No death proceeds are payable; Contract continues.		N/A

______________

Certain payout rules of the Internal Revenue Code (IRC) are triggered upon the death of any 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. Spousal Beneficiaries must choose to continue the contract as allowed under the Spousal Contract Continuance provision described below within one year of death. For Qualified Contracts, if mandatory distributions have begun at the death of the Annuitant, the 5 year payout option is not available.

Spousal Contract Continuance (nonqualified contracts only — does not apply if a non-spouse is a joint owner)

Within one year of your death, if your spouse is named as an owner and/or beneficiary, and you die before the maturity date, your spouse may elect to continue the Contract as owner rather than have the death benefit paid to the beneficiary. If you were the annuitant and your spouse elects to continue the Contract, your spouse will be named the annuitant as of the death report date.

If your spouse elects to continue the Contract as contract owner, the death benefit will be calculated as of the death report date. If the contract value is less than the calculated death benefit, the contract value will be increased to equal the death benefit. This amount is referred to as the adjusted contract value. Any difference between the contract value and the adjusted contract value will be allocated to the funding options in the same proportion as the allocations of the Contract prior to the death report date.

Any premium paid before the death report date is no longer subject to a withdrawal charge if your spouse elects to continue the Contract. Purchase payments made to the Contract after the death report date will be subject to the withdrawal charge. All other Contract fees and charges applicable to the original Contract will also apply to the continued Contract. All other benefits and features of your Contract will be based on your spouse's age on the death report date as if your spouse had purchased the Contract with the adjusted contract value on the death report date. This spousal contract continuance is available only once for each Contract.

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 the beneficiary chooses to continue the contract, the beneficiary can extend the payout phase of the Contract enabling the beneficiary to “stretch” the death benefit distributions out over his life expectancy as permitted by the Internal Revenue Code.

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:

transfer ownership

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. The E.S.P. option is not available to a beneficiary continuing the Contract under this provision. All other fees and charges applicable to the original Contract will also apply to the continued Contract; the E.S.P. charge no longer applies. 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

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 as a planned death benefit, 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 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 a

minimum number of payments; (c) for the joint lifetime of the Annuitant and another person, and thereafter during the lifetime of the survivor or (d) for a fixed period. 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 the first Contract Date anniversary. Unless you elect otherwise, the Maturity Date will be the Annuitant’s 95th 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 95th 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 701/2 or year of retirement; or the death of the Contract Owner. You should seek independent tax advice regarding the election of minimum required distributions.

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 Cash Surrender 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.)

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 Cash Surrender 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 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 performance, 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, as described above, 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 that 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 Cash Surrender 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.

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.

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.

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, 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 without Life Contingency. We will make periodic payments for the period selected.

Variable Liquidity Benefit

This benefit is only offered with variable annuity option Payments for Fixed Period without Life Contingency.

At any time after annuitization and before death, the Contract Owner may surrender and receive a payment equal to (A) minus (B), where (A) equals the present value of remaining certain payments, and (B) equals a surrender charge not to exceed the maximum surrender charge rate shown on the Contract Specifications page of the contract multiplied by (A). The interest rate used to calculate the present value is a rate 1% higher than the Assumed (Daily) Net Investment Factor used to calculate the Annuity Payments. The remaining period certain payments are assumed to be level payments equal to the most recent period certain payment prior to the request for this liquidity benefit.

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, or longer if your state law permits, 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 different 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 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 Nine and Separate Account Ten, respectively. Both Separate Account Nine and Separate Account Ten were established on June 18, 1999 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 Nine and Separate Account Ten 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 Underlying Fund’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 owners would no longer have the economies of scale resulting from a lar ger 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. These quotations reflect the deduction of all recurring charges during each period (on a pro rata basis in the case of fractional periods). We convert the deduction for the annual contract administrative charge to a percentage of assets based on the actual fee collected, divided by the average net assets for Contracts sold. 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. Nonstandardized total returns will not reflect the deduction of the annual contract administrative charge, which, if reflected, would decrease the level of performance shown. 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 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 or legal 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 and/or legal adviser regarding your personal situation. For your information, a more detailed tax discussion is contained in the SAI.

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. In analyzing the benefits of tax deferral it is important to note that the Jobs and Growth Tax Relief Reconciliation Act of 2003 amended Code Section 1 to reduce the marginal tax rates on long-term capital gains and dividends to 5% and 15%. The reduced rates apply during 2003 through 2008, and thereafter will increase to prior levels. Earnings under annuity contracts continue to be taxed as ordinary income (top rate of 35%).

Tax-Free Exchanges: Code Section 1035 provides that, if certain conditions are met, 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.

Types of Contracts: Qualified and Nonqualified

Qualified Annuity Contracts

If you purchase an annuity Contract with proceeds of an eligible rollover distribution from any qualified employee pension plan or individual retirement annuity (IRA), your Contract is referred to as a Qualified Contract. Some examples of Qualified Contracts are: IRAs, tax-sheltered annuities established by public school systems or certain tax-exempt organizations under Code Section 403(b), corporate sponsored pension and profit-sharing plans (including 401(k) plans), Keogh Plans (for self-employed individuals), and certain other qualified deferred compensation plans. Another type of qualified contract is a Roth IRA, under which after-tax contributions accumulate until maturity, when amounts (including earnings) may be withdrawn tax-free. The rights and benefits under a Qualified Contract may be limited by the terms of the retirement plan, regardless of the terms and conditions of the Contract. Plan participants making contributions to qualified annuity contracts will be subject t o minimum distribution rules as provided by the Code and described below.

Taxation of Qualified Annuity Contracts

Under a qualified annuity, since amounts paid into the Contract have generally not yet been taxed, the full amount of such distributions, including the amount attributable to Purchase Payments, whether paid in the form of lump-sum withdrawals or 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.

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 701/2. 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. If you own more than one individual retirement annuity and/or account, you may satisfy the minimum distribution rules on an aggregate basis (i.e. determine the total amount of required distributions from all IRAs and take the required amount from any one or more IRAs). A similar aggregate approach is available to meet your 403(b) minimum distribution requirements if you have multiple 403(b) annuities.

Minimum Distributions for Beneficiaries: When a death benefit becomes due upon the death of the owner and/or annuitant, a lump sum may be taken, 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.

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. Therefore, in certain states, a portion of the contributions may not be excludible or deductible from state income taxes. Please consult your employer or tax adviser regarding this issue.

Nonqualified Annuity Contracts

If you purchase the Contract on an individual basis with after-tax dollars and not under one of the programs described above, your Contract is referred to as nonqualified.

As the owner of a nonqualified annuity, you do not receive any tax benefit (deduction or deferral of income) on Purchase Payments, but you will not be taxed on increases in the value of your Contract until a distribution occurs — either as a withdrawal (distribution made prior to the Maturity Date), or as Annuity Payments. When a withdrawal is made, you are taxed on the amount of the withdrawal that is considered earnings under applicable tax laws. Similarly, when you receive an Annuity Payment, part of each payment is considered a return of your Purchase Payments and will not be taxed. The remaining portion of the Annuity Payment (i.e., any earnings) will be considered ordinary income for tax purposes.

If a nonqualified annuity is owned by other than an individual, however, (e.g., by a corporation), increases in the value of the Contract attributable to Purchase Payments made after February 28, 1986 are includable in income annually and taxed at ordinary income tax rates. Furthermore, for Contracts issued after April 22, 1987, if you transfer the Contract to another person or entity without adequate consideration, all deferred increases in value will be includable in your income at the time of the transfer.

If you make a partial withdrawal, this money will generally be taxed as first coming from earnings, (income in the contract), and then from your Purchase Payments. These withdrawn earnings are includable in your taxable income. (See Penalty Tax for Premature Distributions below.) There is income in the Contract to the extent the contract value exceeds your investment in the Contract. The investment in the Contract equals the total Purchase Payments you paid less any amount received previously which was excludible 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, and will have tax consequences in the year taken.

Federal tax law requires that nonqualified annuity Contracts meet minimum mandatory distribution requirements upon the death of the contract owner, including the first of joint owners. If these requirements are not met, the Contract will not be treated as an annuity Contract for Federal income tax purposes and earnings under the Contract will be taxable currently, not when distributed. The distribution required depends, among other things, upon whether an annuity option is elected or whether the succeeding contract owner is the surviving spouse. We will administer Contracts in accordance with these rules and we will notify you when you should begin receiving payments. There is a more complete discussion of these rules in the SAI.

Diversification Requirements for Variable Annuities

The Code requires that any nonqualified variable annuity Contracts based on a Separate Account must meet specific diversification standards. Nonqualified variable annuity contracts shall not be treated as an annuity for Federal income tax purposes 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, requiring the current inclusion of a proportionate share of the income and gains from the Separate Account assets in the income of each Contract Owner. 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 number of funds available and 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.

Taxation of Death Benefit Proceeds

Amounts may be distributed from a nonqualified Contract because of the death of an owner or annuitant. Generally, such amounts are includable 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.

Other Tax Considerations

Treatment of Charges for Optional Death Benefits

The Contract may provide one or more optional enhanced death benefits that in some cases may exceed the greater of purchase price or the contract value. It is possible that the Internal Revenue Service may take the position that the charges for the optional enhanced death benefit(s) are deemed to be taxable distributions to you. Although we do not believe that a charge under such optional enhanced death benefit should be treated as a taxable withdrawal, you should consult with your tax adviser before selecting any rider or endorsement to the Contract.

Penalty Tax for Premature Distributions

For both qualified and nonqualified Contracts, taxable distributions taken before the contract owner has reached the age of 591/2 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. The 10% additional tax is in addition to any penalties that may apply under your Contract and the normal income taxes due on the distribution.

Puerto Rico Tax Considerations

The Puerto Rico Internal Revenue Code of 1994 (the “1994 Code”) taxes distributions from nonqualified annuity contracts differently than in the U.S. Distributions that are not in the form of an annuity (including partial surrenders and period certain payments) are treated under the 1994 Code first as a return of investment. Therefore, no taxable income is recognized for Puerto Rico tax purposes until the cumulative amount paid exceeds your tax basis. The amount of income on annuity distributions (payable over your lifetime) is also

calculated differently under the 1994 Code. Since Puerto Rico residents are also subject to U.S. income tax on all income other than income sourced to Puerto Rico, the timing of recognition of income from an annuity contract could vary between the two jurisdictions. Although the 1994 Code provides a credit against the Puerto Rico income tax for U.S. income taxes paid, an individual may not get full credit because of the timing differences. You should consult with a personal tax adviser regarding the tax consequences of purchasing an annuity contract and/or any proposed distribution, particularly a partial distribution or election to annuitize.

Non-Resident Aliens

Distributions to non-resident aliens (“NRAs”) are subject to special and complex tax and withholding rules under the Code, some of which are based upon the particular facts and circumstances of the contract owner, the beneficiary and the transaction itself. 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.

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 Cityplace, Hartford, Connecticut 06103-3415.

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 all states of the United States (except New York), the District of Columbia and Puerto Rico. The Company is an indirect wholly-owned subsidiary of Citigroup Inc. The Company’s Home Office is located at One Cityplace, Hartford, Connecticut 06103-3415.

Financial Statements

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

Distribution of Variable Annuity Contracts

Distribution and Principal Underwriting Agreement. Travelers Distribution LLC (“TDLLC”) serves as the principal underwriter and distributor of the securities offered through this Prospectus pursuant to the terms of the Distribution and Principal Underwriting Agreement. TDLLC also acts as the principal underwriter and distributor of other variable annuity contracts and variable life insurance policies issued by the Company and its affiliated companies.

TDLLC’s principal executive offices are located at One Cityplace, Hartford, Connecticut 06103. TDLLC is registered as a broker-dealer with the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as well as the securities commissions in the states in which it operates, and is a member of the National Association of Securities Dealers, Inc. (“NASD”). TDLLC is affiliated with the Company and each Separate Account. TDLLC, as the principal underwriter and distributor, does not retain any fees under the Contracts.

under applicable state insurance law and must be licensed to sell variable insurance products. We intend to offer the Contract in all jurisdictions where we are licensed to do business and where the Contract is approved.

Compensation. Broker-dealers who have selling agreements with TDLLC are paid compensation for the promotion and sale of the Contracts. Registered representatives who solicit sales of the Contract typically receive a portion of the compensation payable to the broker-dealer firm, depending on the agreement between the firm and the registered representative. Compensation paid on the Contracts, as well as other incentives or payments, are not assessed as an additional direct charge to Contract owners or the Separate Account. We intend to recoup commissions and other sales expenses through fees and charges imposed under the Contract and from profits on payments received by the Company and TDLLC for providing administrative, marketing and other support and services to the Funds.

The amount and timing of compensation may vary depending on the selling agreement but is not expected to exceed 10% of Purchase Payments (if up-front compensation is paid to registered representatives) and 2% annually of average account value (if asset based compensation is paid to registered representatives). We may also periodically establish commission specials; however, commissions paid under these specials will not exceed the amounts described immediately above. To the extent permitted by NASD rules and other applicable laws and regulations, TDLLC may pay or allow other promotional incentives or payments in the form of cash or other compensation.

Broker-dealer firms may receive separate compensation or reimbursement for, among other things, training of sales personnel, marketing or other services they provide to the Company or our affiliates. In addition, the Company or TDLLC may enter into special compensation arrangements with certain broker-dealer firms based on aggregate or anticipated sales of the Contracts or other criteria. These special compensation arrangements will not be offered to all broker-dealer firms and the terms of such arrangements may differ between broker-dealer firms. The Company and TDLLC have entered into such arrangements with AIG Advisor Group (including Advantage Capital Corporation, FSC Securities Corporation, Royal Alliance Associates, Inc., Sentra Securities Corporation, Spelman & Co., Inc. and SunAmerica Securities, Inc.), ING Advisors Network (including Financial Network Corporation, Locust Street Securities, Multi-Financial Securities, IFG Network Securities, VESTAX Securities, Washin gton Square Securities and PrimeVest Financial Services), Morgan Stanley, Merrill Lynch, NFP Securities, Inc., Piper Jaffray, Primerica Financial Services, Inc., Prudential Securities, and Citigroup Global Markets. Any such compensation payable to a broker-dealer firm will be made by TDLLC or the Company out of their own assets and will not result in any additional direct charge to you.

The Company and TDLLC have entered into selling agreements with certain broker-dealer firms that have an affiliate that acts as investment adviser to one or more Underlying Funds or serves as a subadviser to a Portfolio of The Travelers Series Trust or Travelers Series Fund Inc., which are offered under the Contracts. These firms include Fidelity Management & Research Company, Morgan Stanley Investment Advisers Inc., Merrill Lynch Investment Managers, L.P., Salomon Brothers Asset Management and Smith Barney Fund Management.

Conformity with State and Federal Laws

The laws of the state in which we deliver a Contract 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 Deputy 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.

APPENDIX A — CONDENSED FINANCIAL INFORMATION

THE TRAVELERS SEPARATE ACCOUNT NINE FOR VARIABLE ANNUITIES
Accumulation Unit Values (in dollars)

The following tables provide the Accumulation Unit Value information for the minimum variable charge of 1.30% = (Standard Death Benefit without E.S.P.) and the maximum variable account charge of 1.75% (Enhanced Death Benefit with E.S.P.). The variable account charges that fall in between this range are included in the Statement of Additional Information (“SAI”), which is free of charge. You may request a copy of the SAI by calling the toll-free number found on the first page of this prospectus or by mailing in the coupon contained in Appendix D.

Minimum Expense

1.15 M&E, 0.15 Adm = 1.30% Net Expense

Portfolio Name	Year		Unit Value at Beginning of Year		Unit Value at End of Year		Number of Units Outstanding at End of Year

AIM Variable Insurance Funds
AIM V.I. Premier Equity Fund — Series I (5/01)		2002		0.886		0.610		57,411
		2001		1.000		0.886		58,685

Alliance Variable Product Series Fund, Inc.
Growth & Income Portfolio — Class B (5/02)		2002		1.000		0.788		9,718

Premier Growth Portfolio — Class B (2/00)		2002		0.755		0.515		443,875
		2001		0.926		0.755		502,272
		2000		1.127		0.926		298,973
		1999		1.000		1.127		—

American Funds Insurance Series
Global Growth Fund — Class 2 (2/00)		2002		0.821		0.692		525,945
		2001		0.970		0.821		396,132
		2000		1.211		0.970		219,232
		1999		1.000		1.211		—

Growth Fund — Class 2 (2/00)		2002		0.972		0.725		941,090
		2001		1.204		0.972		610,536
		2000		1.167		1.204		139,836
		1999		1.000		1.167		—

Growth-Income Fund — Class 2 (2/00)		2002		1.121		0.904		1,609,213
		2001		1.107		1.121		1,049,824
		2000		1.039		1.107		197,664
		1999		1.000		1.039		—

A-1

Accumulation Unit Values (in dollars)

Minimum Expense
1.15 M&E, 0.15 Adm = 1.30% Net Expense (continued)

Portfolio Name	Year		Unit Value at Beginning of Year		Unit Value at End of Year		Number of Units Outstanding at End of Year

Franklin Templeton Variable Insurance Products Trust
Franklin Small Cap Fund — Class 2 (2/00)		2002		0.837		0.589		143,673
		2001		1.001		0.837		116,704
		2000		1.215		1.001		64,153
		1999		1.000		1.215		—

Mutual Shares Securities Fund — Class 2 (5/02)		2002		1.000		0.845		100,137

Templeton Foreign Securities Fund — Class 2 (2/00)		2002		0.891		0.716		272,558
		2001		1.074		0.891		228,595
		2000		1.115		1.074		33,594
		1999		1.000		1.115		—

Greenwich Street Series Fund
Appreciation Portfolio (6/00)		2002		0.973		0.792		811,466
		2001		1.026		0.973		386,946
		2000		1.044		1.026		190,206
		1999		1.000		1.044		—

Diversified Strategic Income Portfolio (7/00)		2002		1.032		1.068		474,374
		2001		1.014		1.032		306,470
		2000		0.999		1.014		17,824
		1999		1.000		0.999		—

Equity Index Portfolio — Class II Shares (6/00)		2002		0.826		0.633		114,890
		2001		0.955		0.826		111,598
		2000		1.067		0.955		27,831
		1999		1.000		1.067		—

Fundamental Value Portfolio (6/00)		2002		1.153		0.896		758,878
		2001		1.234		1.153		588,600
		2000		1.037		1.234		146,610
		1999		1.000		1.037		—

Janus Aspen Series
Aggressive Growth Portfolio — Service Shares (5/00)		2002		0.402		0.285		119,873
		2001		0.674		0.402		127,433
		2000		1.000		0.674		57,556

A-2

Accumulation Unit Values (in dollars)

Minimum Expense
1.15 M&E, 0.15 Adm = 1.30% Net Expense (continued)

Portfolio Name	Year		Unit Value at Beginning of Year		Unit Value at End of Year		Number of Units Outstanding at End of Year

PIMCO Variable Insurance Trust
Total Return Portfolio — Administrative Class (5/01)		2002		1.054		1.134		1,135,768
		2001		1.000		1.054		142,080

Putnam Variable Trust
Putnam VT International Growth Fund — Class IB Shares (5/01)		2002		0.858		0.697		32,066
		2001		1.000		0.858		4,131

Putnam VT Small Cap Value Fund — Class IB Shares (5/01)		2002		1.089		0.879		119,022
		2001		1.000		1.089		27,156

Putnam VT Voyager II Fund — Class IB Shares (5/01)		2002		0.806		0.560		3,766
		2001		1.000		0.806		1,568

Salomon Brothers Variable Series Fund Inc.
Capital Fund — Class I (6/00)		2002		1.212		0.897		238,858
		2001		1.205		1.212		196,939
		2000		1.033		1.205		56,658
		1999		1.000		1.033		—

Investors Fund — Class I (1/01)		2002		1.108		0.841		122,448
		2001		1.171		1.108		51,941
		2000		1.029		1.171		—
		1999		1.000		1.029		—

Small Cap Growth Fund — Class I (3/00)		2002		1.204		0.776		3,000
		2001		1.315		1.204		1,034
		2000		1.141		1.315		—
		1999		1.000		1.141		—

Smith Barney Investment Series
Smith Barney Large Cap Core Portfolio (5/01)		2002		0.894		0.653		17,665
		2001		1.000		0.894		1,370

Smith Barney Premier Selections All Cap Growth Portfolio (5/01)		2002		0.895		0.647		2,490
		2001		1.000		0.895		—

A-3

Accumulation Unit Values (in dollars)

Minimum Expense
1.15 M&E, 0.15 Adm = 1.30% Net Expense (continued)

Portfolio Name	Year		Unit Value at Beginning of Year		Unit Value at End of Year		Number of Units Outstanding at End of Year

Smith Barney Multiple Discipline Trust
Multiple Discipline Portfolio — All Cap Growth and Value (10/02)		2002		1.000		1.062		2,136

Multiple Discipline Portfolio — Balanced All Cap Growth and Value (10/02)		2002		1.000		1.039		369,328

Multiple Discipline Portfolio — Global All Cap Growth and Value (10/02)		2002		1.000		1.075		1,000

Multiple Discipline Portfolio — Large Cap Growth and Value (10/02)		2002		1.000		1.070		1,174

The Travelers Series Trust
Equity Income Portfolio (10/00)		2002		1.006		0.855		151,748
		2001		1.092		1.006		137,176
		2000		1.013		1.092		16,525
		1999		1.000		1.013		—

Large Cap Portfolio (6/00)		2002		0.734		0.559		172,587
		2001		0.900		0.734		165,937
		2000		1.066		0.900		60,766
		1999		1.000		1.066		—

Merrill Lynch Large Cap Core Portfolio (6/00)		2002		0.757		0.559		182,592
		2001		0.989		0.757		161,626
		2000		1.061		0.989		101,243
		1999		1.000		1.061		—

MFS Emerging Growth Portfolio (2/00)		2002		0.712		0.462		123,340
		2001		1.130		0.712		121,516
		2000		1.433		1.130		97,130
		1999		1.000		1.433		—

Travelers Series Fund Inc.
AIM Capital Appreciation Portfolio (5/01)		2002		0.865		0.650		5,245
		2001		1.000		0.865		1,154

A-4

Accumulation Unit Values (in dollars)

Minimum Expense
1.15 M&E, 0.15 Adm = 1.30% Net Expense (continued)

Portfolio Name	Year		Unit Value at Beginning of Year		Unit Value at End of Year		Number of Units Outstanding at End of Year

Travelers Series Fund Inc. (continued)
MFS Total Return Portfolio (7/00)		2002		1.135		1.061		695,684
		2001		1.150		1.135		445,508
		2000		0.999		1.150		202,359
		1999		1.000		0.999		—

Smith Barney Aggressive Growth Portfolio (3/00)		2002		1.309		0.870		573,856
		2001		1.382		1.309		452,646
		2000		1.210		1.382		164,358
		1999		1.000		1.210		—

Smith Barney High Income Portfolio (8/00)		2002		0.876		0.837		672,340
		2001		0.922		0.876		489,304
		2000		1.016		0.922		1,807
		1999		1.000		1.016		—

Smith Barney International All Cap Growth Portfolio (3/00)		2002		0.617		0.452		87,057
		2001		0.908		0.617		83,173
		2000		1.207		0.908		47,399
		1999		1.000		1.207		—

Smith Barney Large Cap Value Portfolio (6/00)		2002		0.975		0.718		432,542
		2001		1.076		0.975		384,096
		2000		0.964		1.076		314,048
		1999		1.000		0.964		—

Smith Barney Large Capitalization Growth Portfolio (2/00)		2002		0.865		0.642		599,697
		2001		1.001		0.865		517,862
		2000		1.090		1.001		282,561
		1999		1.000		1.090		—

Smith Barney Mid Cap Core Portfolio (4/00)		2002		1.211		0.967		225,995
		2001		1.364		1.211		191,467
		2000		1.172		1.364		64,859
		1999		1.000		1.172		—

A-5

Accumulation Unit Values (in dollars)

Minimum Expense
1.15 M&E, 0.15 Adm = 1.30% Net Expense (continued)

Portfolio Name	Year		Unit Value at Beginning of Year		Unit Value at End of Year		Number of Units Outstanding at End of Year

Travelers Series Fund Inc. (continued)
Smith Barney Money Market Portfolio (2/00)		2002		1.078		1.077		524,727
		2001		1.053		1.078		148,566
		2000		1.006		1.053		64,613
		1999		1.000		1.006		—

Strategic Equity Portfolio (6/00)		2002		0.782		0.512		255,773
		2001		0.914		0.782		284,839
		2000		1.132		0.914		202,439
		1999		1.000		1.132		—

Travelers Managed Income Portfolio (7/00)		2002		1.115		1.125		510,149
		2001		1.059		1.115		188,214
		2000		0.994		1.059		29,625
		1999		1.000		0.994		—

Van Kampen Enterprise Portfolio (4/00)		2002		0.750		0.523		37,188
		2001		0.964		0.750		49,390
		2000		1.145		0.964		39,955
		1999		1.000		1.145		—

Van Kampen Life Investment Trust
Emerging Growth Portfolio — Class I Shares (2/00)		2002		0.806		0.537		196,991
		2001		1.193		0.806		196,978
		2000		1.345		1.193		115,899
		1999		1.000		1.345		—

Variable Annuity Portfolios
Smith Barney Small Cap Growth Opportunities Portfolio (5/01)		2002		0.946		0.694		46,293
		2001		1.000		0.946		—

Variable Insurance Products Fund II
Contrafund® Portfolio — Service Class (5/00)		2002		0.907		0.811		81,354
		2001		1.048		0.907		53,627
		2000		1.138		1.048		22,930
		1999		1.000		1.138		—

Variable Insurance Products Fund III
Mid Cap Portfolio — Service Class 2 (7/02)		2002		1.000		0.857		62,979

A-6

Accumulation Unit Values (in dollars)

Maximum Expense
1.40 M&E, 0.15 Adm, 0.20 ESP = 1.75% Net Expense

Portfolio Name	Year		Unit Value at Beginning of Year		Unit Value at End of Year		Number of Units Outstanding at End of Year

AIM Variable Insurance Funds
AIM V.I. Premier Equity Fund — Series I (5/01)		2002		0.907		0.621		—
		2001		1.000		0.907		—

Alliance Variable Product Series Fund, Inc.
Growth & Income Portfolio — Class B (5/02)		2002		1.000		0.786		—

Premier Growth Portfolio — Class B (2/00)		2002		0.885		0.601		—
		2001		1.000		0.885		—

American Funds Insurance Series
Global Growth Fund — Class 2 (2/00)		2002		0.893		0.749		—
		2001		1.000		0.893		—

Growth Fund — Class 2 (2/00)		2002		0.871		0.647		—
		2001		1.000		0.871		—

Growth-Income Fund — Class 2 (2/00)		2002		0.957		0.768		—
		2001		1.000		0.957		—

Franklin Templeton Variable Insurance Products Trust
Franklin Small Cap Fund — Class 2 (2/00)		2002		0.929		0.651		—
		2001		1.000		0.929		—

Mutual Shares Securities Fund — Class 2 (5/02)		2002		1.000		0.843		—

Templeton Foreign Securities Fund — Class 2 (2/00)		2002		0.894		0.715		—
		2001		1.000		0.894		—

Greenwich Street Series Fund
Appreciation Portfolio (6/00)		2002		0.937		0.760		—
		2001		1.000		0.937		—

Diversified Strategic Income Portfolio (7/00)		2002		0.995		1.025		—
		2001		1.000		0.995		—

Equity Index Portfolio — Class II Shares (6/00)		2002		0.912		0.695		—
		2001		1.000		0.912		—

A-7

Accumulation Unit Values (in dollars)

Maximum Expense
1.40 M&E, 0.15 Adm, 0.20 ESP = 1.75% Net Expense (continued)

Portfolio Name	Year		Unit Value at Beginning of Year		Unit Value at End of Year		Number of Units Outstanding at End of Year

Greenwich Street Series Fund (continued)
Fundamental Value Portfolio (6/00)		2002		0.915		0.708		—
		2001		1.000		0.915		—

Janus Aspen Series
Aggressive Growth Portfolio — Service Shares (5/00)		2002		0.785		0.554		—
		2001		1.000		0.785		—

PIMCO Variable Insurance Trust
Total Return Portfolio — Administrative Class (5/01)		2002		1.041		1.115		—
		2001		1.000		1.041		—

Putnam Variable Trust
Putnam VT International Growth Fund — Class IB Shares (5/01)		2002		0.897		0.725		—
		2001		1.000		0.897		—

Putnam VT Small Cap Value Fund — Class IB Shares (5/01)		2002		1.029		0.826		—
		2001		1.000		1.029		—

Putnam VT Voyager II Fund — Class IB Shares (5/01)		2002		0.813		0.563		—
		2001		1.000		0.813		—

Salomon Brothers Variable Series Fund Inc.
Capital Fund — Class I (6/00)		2002		0.940		0.692		—
		2001		1.000		0.940		—

Investors Fund — Class I (1/01)		2002		0.929		0.703		—
		2001		1.000		0.929		—

Small Cap Growth Fund — Class I (3/00)		2002		0.933		0.598		—
		2001		1.000		0.933		—

Smith Barney Investment Series
Smith Barney Large Cap Core Portfolio (5/01)		2002		0.898		0.653		—
		2001		1.000		0.898		—

A-8

Accumulation Unit Values (in dollars)

Maximum Expense
1.40 M&E, 0.15 Adm, 0.20 ESP = 1.75% Net Expense (continued)

Portfolio Name	Year		Unit Value at Beginning of Year		Unit Value at End of Year		Number of Units Outstanding at End of Year

Smith Barney Investment Series (continued)
Smith Barney Premier Selections All Cap Growth Portfolio (5/01)		2002		0.910		0.655		—
		2001		1.000		0.910		—
Smith Barney Multiple Discipline Trust
Multiple Discipline Portfolio — All Cap Growth and Value (10/02)		2002		1.000		1.060		—

Multiple Discipline Portfolio — Balanced All Cap Growth and Value (10/02)		2002		1.000		1.037		—

Multiple Discipline Portfolio — Global All Cap Growth and Value (10/02)		2002		1.000		1.073		—

Multiple Discipline Portfolio — Large Cap Growth and Value (10/02)		2002		1.000		1.068		—

The Travelers Series Trust
Equity Income Portfolio (10/00)		2002		0.936		0.792		—
		2001		1.000		0.936		—

Large Cap Portfolio (6/00)		2002		0.880		0.668		—
		2001		1.000		0.880		—

Merrill Lynch Large Cap Core Portfolio (6/00)		2002		0.863		0.635		—
		2001		1.000		0.863		—

MFS Emerging Growth Portfolio (2/00)		2002		0.835		0.540		—
		2001		1.000		0.835		—

Travelers Series Fund Inc.
AIM Capital Appreciation Portfolio (5/01)		2002		0.882		0.660		—
		2001		1.000		0.882		—

MFS Total Return Portfolio (7/00)		2002		0.973		0.906		—
		2001		1.000		0.973		—

A-9

Accumulation Unit Values (in dollars)

Maximum Expense
1.40 M&E, 0.15 Adm, 0.20 ESP = 1.75% Net Expense (continued)

Portfolio Name	Year		Unit Value at Beginning of Year		Unit Value at End of Year		Number of Units Outstanding at End of Year

Travelers Series Fund Inc. (continued)
Smith Barney Aggressive Growth Portfolio (3/00)		2002		0.912		0.604		—
		2001		1.000		0.912		—

Smith Barney High Income Portfolio (8/00)		2002		0.931		0.885		—
		2001		1.000		0.931		—

Smith Barney International All Cap Growth Portfolio (3/00)		2002		0.827		0.604		—
		2001		1.000		0.827		—

Smith Barney Large Cap Value Portfolio (6/00)		2002		0.906		0.664		—
		2001		1.000		0.906		—

Smith Barney Large Capitalization Growth Portfolio (2/00)		2002		0.922		0.682		—
		2001		1.000		0.922		—

Smith Barney Mid Cap Core Portfolio (4/00)		2002		0.927		0.737		—
		2001		1.000		0.927		—

Smith Barney Money Market Portfolio (2/00)		2002		1.005		1.000		—
		2001		1.000		1.005		—

Strategic Equity Portfolio (6/00)		2002		0.849		0.554		—
		2001		1.000		0.849		—

Travelers Managed Income Portfolio (7/00)		2002		1.007		1.011		—
		2001		1.000		1.007		—

Van Kampen Enterprise Portfolio (4/00)		2002		0.922		0.640		—
		2001		1.000		0.922		—

Van Kampen Life Investment Trust
Emerging Growth Portfolio — Class I Shares (2/00)		2002		0.845		0.561		—
		2001		1.000		0.845		—

A-10

Accumulation Unit Values (in dollars)

Maximum Expense
1.40 M&E, 0.15 Adm, 0.20 ESP = 1.75% Net Expense (continued)

Portfolio Name	Year		Unit Value at Beginning of Year		Unit Value at End of Year		Number of Units Outstanding at End of Year

Variable Annuity Portfolios
Smith Barney Small Cap Growth Opportunities Portfolio (5/01)		2002		0.935		0.683		—
		2001		1.000		0.935		—

Variable Insurance Products Fund II
Contrafund® Portfolio — Service Class (5/00)		2002		0.942		0.838		—
		2001		1.000		0.942		—

Variable Insurance Products Fund III
Mid Cap Portfolio — Service Class 2 (7/02)		2002		1.000		0.855		—

Notes

The number of units outstanding for the 2001 yearend have been restated to include Annuity Units, where appropriate.

The date next to each funding option’s name reflects the date money first came into the funding option through the Separate Account.

Funding options not listed above had no amounts allocated to them or were not available as of December 31, 2002.

“Number of Units outstanding at end of period” may include units for Contract Owners in payout phase, where appropriate.

A-11

Appendix B — CONDENSED FINANCIAL INFORMATION

THE TRAVELERS SEPARATE ACCOUNT TEN FOR VARIABLE ANNUITIES
Accumulation Unit Values (in dollars)

Minimum Expense
1.15 M&E, 0.15 Adm = 1.30% Net Expense

Portfolio Name	Year		Unit Value at Beginning of Year		Unit Value at End of Year		Number of Units Outstanding at End of Year

AIM Variable Insurance Funds
AIM V.I. Premier Equity Fund — Series I (5/01)		2002		0.886		0.610		273,880
		2001		1.000		0.886		44,481

Alliance Variable Product Series Fund, Inc.
Growth & Income Portfolio — Class B (5/02)		2002		1.000		0.788		105,186

Premier Growth Portfolio — Class B (11/99)		2002		0.755		0.515		4,996,672
		2001		0.926		0.755		5,706,327
		2000		1.127		0.926		4,292,514
		1999		1.000		1.127		98,377

American Funds Insurance Series
Global Growth Fund — Class 2 (11/99)		2002		0.821		0.692		3,794,165
		2001		0.970		0.821		3,848,239
		2000		1.211		0.970		3,249,643
		1999		1.000		1.211		123,540

Growth Fund — Class 2 (11/99)		2002		0.972		0.725		9,051,297
		2001		1.204		0.972		8,538,251
		2000		1.167		1.204		6,160,677
		1999		1.000		1.167		1,134,441

Growth-Income Fund — Class 2 (11/99)		2002		1.121		0.904		8,678,386
		2001		1.107		1.121		7,396,792
		2000		1.039		1.107		4,257,325
		1999		1.000		1.039		46,596

B-1

Accumulation Unit Values (in dollars)

Minimum Expense
1.15 M&E, 0.15 Adm = 1.30% Net Expense (continued)

Portfolio Name	Year		Unit Value at Beginning of Year		Unit Value at End of Year		Number of Units Outstanding at End of Year

Franklin Templeton Variable Insurance Products Trust
Franklin Small Cap Fund — Class 2 (11/99)		2002		0.837		0.589		2,338,805
		2001		1.001		0.837		2,212,536
		2000		1.215		1.001		1,777,941
		1999		1.000		1.215		549,437

Mutual Shares Securities Fund — Class 2 (6/02)		2002		1.000		0.845		24,581

Templeton Foreign Securities Fund — Class 2 (11/99)		2002		0.891		0.716		2,323,461
		2001		1.074		0.891		2,087,896
		2000		1.115		1.074		1,545,765
		1999		1.000		1.115		53,095

Greenwich Street Series Fund
Appreciation Portfolio (11/99)		2002		0.973		0.792		3,234,469
		2001		1.026		0.973		2,172,270
		2000		1.044		1.026		941,763
		1999		1.000		1.044		84,121

Diversified Strategic Income Portfolio (11/99)		2002		1.032		1.068		2,969,507
		2001		1.014		1.032		2,434,690
		2000		0.999		1.014		1,438,172
		1999		1.000		0.999		341,104

Equity Index Portfolio — Class II Shares (11/99)		2002		0.826		0.633		2,776,130
		2001		0.955		0.826		2,792,764
		2000		1.067		0.955		1,086,755
		1999		1.000		1.067		348,286

Fundamental Value Portfolio (12/99)		2002		1.153		0.896		5,190,545
		2001		1.234		1.153		4,341,451
		2000		1.037		1.234		948,161
		1999		1.000		1.037		12,938

Janus Aspen Series
Aggressive Growth Portfolio — Service Shares (5/00)		2002		0.402		0.285		2,481,234
		2001		0.674		0.402		2,683,031
		2000		1.000		0.674		1,701,726

B-2

Accumulation Unit Values (in dollars)

Minimum Expense
1.15 M&E, 0.15 Adm = 1.30% Net Expense (continued)

Portfolio Name	Year		Unit Value at Beginning of Year		Unit Value at End of Year		Number of Units Outstanding at End of Year

PIMCO Variable Insurance Trust
Total Return Portfolio — Administrative Class (5/01)		2002		1.054		1.134		3,419,880
		2001		1.000		1.054		434,773

Putnam Variable Trust
Putnam VT International Growth Fund — Class IB Shares (5/01)		2002		0.858		0.697		86,812
		2001		1.000		0.858		14,691

Putnam VT Small Cap Value Fund — Class IB Shares (5/01)		2002		1.089		0.879		332,783
		2001		1.000		1.089		71,890

Putnam VT Voyager II Fund — Class IB Shares (6/01)		2002		0.806		0.560		56,378
		2001		1.000		0.806		22,514

Salomon Brothers Variable Series Fund Inc.
Capital Fund — Class I (11/99)		2002		1.212		0.897		1,976,967
		2001		1.205		1.212		1,598,744
		2000		1.033		1.205		507,525
		1999		1.000		1.033		20,279

Investors Fund — Class I (11/99)		2002		1.108		0.841		1,267,791
		2001		1.171		1.108		1,112,073
		2000		1.029		1.171		217,211
		1999		1.000		1.029		10,159

Small Cap Growth Fund — Class I (11/99)		2002		1.204		0.776		405,274
		2001		1.315		1.204		370,805
		2000		1.141		1.315		266,300
		1999		1.000		1.141		35,132

Smith Barney Investment Series
Smith Barney Large Cap Core Portfolio (5/01)		2002		0.894		0.653		62,178
		2001		1.000		0.894		8,386

Smith Barney Premier Selections All Cap Growth Portfolio (5/01)		2002		0.895		0.647		213,889
		2001		1.000		0.895		98,459

B-3

Accumulation Unit Values (in dollars)

Minimum Expense
1.15 M&E, 0.15 Adm = 1.30% Net Expense (continued)

Portfolio Name	Year		Unit Value at Beginning of Year		Unit Value at End of Year		Number of Units Outstanding at End of Year

Smith Barney Multiple Discipline Trust
Multiple Discipline Portfolio — All Cap Growth and Value (10/02)		2002		1.000		1.062		146,807

Multiple Discipline Portfolio — Balanced All Cap Growth and Value (10/02)		2002		1.000		1.039		107,743

Multiple Discipline Portfolio — Global All Cap Growth and Value (10/02)		2002		1.000		1.075		11,968

Multiple Discipline Portfolio — Large Cap Growth and Value (10/02)		2002		1.000		1.070		—

The Travelers Series Trust
Equity Income Portfolio (11/99)		2002		1.006		0.855		1,406,171
		2001		1.092		1.006		1,135,718
		2000		1.013		1.092		562,016
		1999		1.000		1.013		19,805

Large Cap Portfolio (11/99)		2002		0.734		0.559		1,889,762
		2001		0.900		0.734		1,809,999
		2000		1.066		0.900		1,406,663
		1999		1.000		1.066		559,758

Merrill Lynch Large Cap Core Portfolio (11/99)		2002		0.757		0.559		1,151,010
		2001		0.989		0.757		1,231,361
		2000		1.061		0.989		745,993
		1999		1.000		1.061		54,286

MFS Emerging Growth Portfolio (11/99)		2002		0.712		0.462		3,807,558
		2001		1.130		0.712		4,413,097
		2000		1.433		1.130		3,648,186
		1999		1.000		1.433		857,752

Travelers Series Fund Inc.
AIM Capital Appreciation Portfolio (6/01)		2002		0.865		0.650		381,876
		2001		1.000		0.865		136,035

B-4

Accumulation Unit Values (in dollars)

Minimum Expense
1.15 M&E, 0.15 Adm = 1.30% Net Expense (continued)

Portfolio Name	Year		Unit Value at Beginning of Year		Unit Value at End of Year		Number of Units Outstanding at End of Year

Travelers Series Fund Inc. (continued)
MFS Total Return Portfolio (11/99)		2002		1.135		1.061		6,681,829
		2001		1.150		1.135		5,208,923
		2000		0.999		1.150		1,871,925
		1999		1.000		0.999		340,973

Smith Barney Aggressive Growth Portfolio (11/99)		2002		1.309		0.870		6,378,946
		2001		1.382		1.309		6,108,454
		2000		1.210		1.382		3,182,829
		1999		1.000		1.210		74,420

Smith Barney High Income Portfolio (11/99)		2002		0.876		0.837		1,743,696
		2001		0.922		0.876		1,352,081
		2000		1.016		0.922		746,254
		1999		1.000		1.016		83,518

Smith Barney International All Cap Growth Portfolio (11/99)		2002		0.617		0.452		3,924,462
		2001		0.908		0.617		2,412,874
		2000		1.207		0.908		1,959,090
		1999		1.000		1.207		69,739

Smith Barney Large Cap Value Portfolio (11/99)		2002		0.975		0.718		3,249,278
		2001		1.076		0.975		3,409,971
		2000		0.964		1.076		1,620,470
		1999		1.000		0.964		99,981

Smith Barney Large Capitalization Growth Portfolio (11/99)		2002		0.865		0.642		6,310,650
		2001		1.001		0.865		7,117,413
		2000		1.090		1.001		4,125,697
		1999		1.000		1.090		241,754

B-5

Accumulation Unit Values (in dollars)

Minimum Expense
1.15 M&E, 0.15 Adm = 1.30% Net Expense (continued)

Portfolio Name	Year		Unit Value at Beginning of Year		Unit Value at End of Year		Number of Units Outstanding at End of Year

Travelers Series Fund Inc. (continued)
Smith Barney Mid Cap Core Portfolio (11/99)		2002		1.211		0.967		2,868,311
		2001		1.364		1.211		2,654,148
		2000		1.172		1.364		1,154,540
		1999		1.000		1.172		26,517

Smith Barney Money Market Portfolio (11/99)		2002		1.078		1.077		7,333,450
		2001		1.053		1.078		10,629,210
		2000		1.006		1.053		2,727,512
		1999		1.000		1.006		25,456

Strategic Equity Portfolio (11/99)		2002		0.782		0.512		5,951,879
		2001		0.914		0.782		6,226,561
		2000		1.132		0.914		5,313,349
		1999		1.000		1.132		774,589

Travelers Managed Income Portfolio (11/99)		2002		1.115		1.125		2,210,799
		2001		1.059		1.115		1,539,696
		2000		0.994		1.059		598,018
		1999		1.000		0.994		2,445

Van Kampen Enterprise Portfolio (11/99)		2002		0.750		0.523		1,585,903
		2001		0.964		0.750		1,863,264

Van Kampen Enterprise Portfolio (continued)		2000		1.145		0.964		1,841,630
		1999		1.000		1.145		168,261

Van Kampen Life Investment Trust
Emerging Growth Portfolio — Class I Shares (11/99)		2002		0.806		0.537		4,114,291
		2001		1.193		0.806		4,788,151
		2000		1.345		1.193		4,177,551
		1999		1.000		1.345		148,853

Variable Annuity Portfolios
Smith Barney Small Cap Growth Opportunities Portfolio (5/01)		2002		0.946		0.694		60,515
		2001		1.000		0.946		10,542

B-6

Accumulation Unit Values (in dollars)

Minimum Expense
1.15 M&E, 0.15 Adm = 1.30% Net Expense (continued)

Portfolio Name	Year		Unit Value at Beginning of Year		Unit Value at End of Year		Number of Units Outstanding at End of Year

Variable Insurance Products Fund II
Contrafund Portfolio - Service Class (11/99)		2002		0.907		0.811		1,251,131
		2001		1.048		0.907		1,396,683
		2000		1.138		1.048		866,413
		1999		1.000		1.138		68,187

Variable Insurance Products Fund III
Mid Cap Portfolio — Service Class 2 (5/02)		2002		1.000		0.857		89,941

B-7

Accumulation Unit Values (in dollars)

Maximum Expense
1.40 M&E, 0.15 Adm, 0.20 ESP = 1.75% Net Expense

Portfolio Name	Year		Unit Value at Beginning of Year		Unit Value at End of Year		Number of Units Outstanding at End of Year

AIM Variable Insurance Funds
AIM V.I. Premier Equity Fund — Series I (5/01)		2002		0.907		0.621		—
		2001		1.000		0.907		—

Alliance Variable Product Series Fund, Inc.
Growth & Income Portfolio — Class B (5/02)		2002		1.000		0.786		—

Premier Growth Portfolio — Class B (11/99)		2002		0.885		0.601		—
		2001		1.000		0.885		—

American Funds Insurance Series
Global Growth Fund — Class 2 (11/99)		2002		0.893		0.749		28,091
		2001		1.000		0.893		24,696

Growth Fund — Class 2 (11/99)		2002		0.871		0.647		273,031
		2001		1.000		0.871		140,369

Growth-Income Fund — Class 2 (11/99)		2002		0.957		0.768		234,659
		2001		1.000		0.957		115,327

Franklin Templeton Variable Insurance Products Trust
Franklin Small Cap Fund — Class 2 (11/99)		2002		0.929		0.651		63,749
		2001		1.000		0.929		63,749

Mutual Shares Securities Fund — Class 2 (6/02)		2002		1.000		0.843		—

Templeton Foreign Securities Fund — Class 2 (11/99)		2002		0.894		0.715		77,269
		2001		1.000		0.894		142,176

Greenwich Street Series Fund
Appreciation Portfolio (11/99)		2002		0.937		0.760		180,254
		2001		1.000		0.937		131,084

Diversified Strategic Income Portfolio (11/99)		2002		0.995		1.025		96,368
		2001		1.000		0.995		70,809

Equity Index Portfolio — Class II Shares (11/99)		2002		0.912		0.695		—
		2001		1.000		0.912		—

B-8

Accumulation Unit Values (in dollars)

Maximum Expense
1.40 M&E, 0.15 Adm, 0.20 ESP = 1.75% Net Expense (continued)

Portfolio Name	Year		Unit Value at Beginning of Year		Unit Value at End of Year		Number of Units Outstanding at End of Year

Greenwich Street Series Fund (continued)
Fundamental Value Portfolio (12/99)		2002		0.915		0.708		248,650
		2001		1.000		0.915		112,362

Janus Aspen Series
Aggressive Growth Portfolio — Service Shares (5/00)		2002		0.785		0.554		—
		2001		1.000		0.785		—

PIMCO Variable Insurance Trust
Total Return Portfolio — Administrative Class (5/01)		2002		1.041		1.115		172,708
		2001		1.000		1.041		68,142

Putnam Variable Trust
Putnam VT International Growth Fund — Class IB Shares (5/01)		2002		0.897		0.725		102,304
		2001		1.000		0.897		16,745

Putnam VT Small Cap Value Fund — Class IB Shares (5/01)		2002		1.029		0.826		3,058
		2001		1.000		1.029		—

Putnam VT Voyager II Fund — Class IB Shares (6/01)		2002		0.813		0.563		—
		2001		1.000		0.813		—

Salomon Brothers Variable Series Fund Inc.
Capital Fund — Class I (11/99)		2002		0.940		0.692		99,440
		2001		1.000		0.940		95,599

Investors Fund — Class I (11/99)		2002		0.929		0.703		180,225
		2001		1.000		0.929		180,225

Small Cap Growth Fund — Class I (11/99)		2002		0.933		0.598		15,870
		2001		1.000		0.933		—

Smith Barney Investment Series
Smith Barney Large Cap Core Portfolio (5/01)		2002		0.898		0.653		—
		2001		1.000		0.898		—

B-9

Accumulation Unit Values (in dollars)

Maximum Expense
1.40 M&E, 0.15 Adm, 0.20 ESP = 1.75% Net Expense (continued)

Portfolio Name	Year		Unit Value at Beginning of Year		Unit Value at End of Year		Number of Units Outstanding at End of Year

Smith Barney Investment Series (continued)
Smith Barney Premier Selections All Cap Growth Portfolio (5/01)		2002		0.910		0.655		—
		2001		1.000		0.910		—

Smith Barney Multiple Discipline Trust
Multiple Discipline Portfolio — All Cap Growth and Value (10/02)		2002		1.000		1.060		12,304

Multiple Discipline Portfolio — Balanced All Cap Growth and Value (10/02)		2002		1.000		1.037		—

Multiple Discipline Portfolio — Global All Cap Growth and Value (10/02)		2002		1.000		1.073		—

Multiple Discipline Portfolio — Large Cap Growth and Value (10/02)		2002		1.000		1.068		—

The Travelers Series Trust
Equity Income Portfolio (11/99)		2002		0.936		0.792		14,899
		2001		1.000		0.936		—

Large Cap Portfolio (11/99)		2002		0.880		0.668		—
		2001		1.000		0.880		—

Merrill Lynch Large Cap Core Portfolio (11/99)		2002		0.863		0.635		—
		2001		1.000		0.863		—

MFS Emerging Growth Portfolio (11/99)		2002		0.835		0.540		—
		2001		1.000		0.835		—

Travelers Series Fund Inc.
AIM Capital Appreciation Portfolio (6/01)		2002		0.882		0.660		2,329
		2001		1.000		0.882		—

MFS Total Return Portfolio (11/99)		2002		0.973		0.906		23,468
		2001		1.000		0.973		19,775

B-10

Accumulation Unit Values (in dollars)

Maximum Expense
1.40 M&E, 0.15 Adm, 0.20 ESP = 1.75% Net Expense (continued)

Portfolio Name	Year		Unit Value at Beginning of Year		Unit Value at End of Year		Number of Units Outstanding at End of Year

Travelers Series Fund Inc. (continued)
Smith Barney Aggressive Growth Portfolio (11/99)		2002		0.912		0.604		215,216
		2001		1.000		0.912		192,938
		2001		1.000		0.931		—

Smith Barney International All Cap Growth Portfolio (11/99)		2002		0.827		0.604		—
		2001		1.000		0.827		—

Smith Barney Large Cap Value Portfolio (11/99)		2002		0.906		0.664		202,982
		2001		1.000		0.906		150,466

Smith Barney Large Capitalization Growth Portfolio (11/99)		2002		0.922		0.682		336,318
		2001		1.000		0.922		281,273

Smith Barney Mid Cap Core Portfolio (11/99)		2002		0.927		0.737		31,019
		2001		1.000		0.927		32,142

Smith Barney Money Market Portfolio (11/99)		2002		1.005		1.000		361,877
		2001		1.000		1.005		53,099

Strategic Equity Portfolio (11/99)		2002		0.849		0.554		51,790
		2001		1.000		0.849		51,817

Travelers Managed Income Portfolio (11/99)		2002		1.007		1.011		25,853
		2001		1.000		1.007		8,585

Van Kampen Enterprise Portfolio (11/99)		2002		0.922		0.640		2,271
		2001		1.000		0.922		—

Van Kampen Life Investment Trust
Emerging Growth Portfolio — Class I Shares (11/99)		2002		0.845		0.561		42,070
		2001		1.000		0.845		42,070

Variable Annuity Portfolios
Smith Barney Small Cap Growth Opportunities Portfolio (5/01)		2002		0.935		0.683		—
		2001		1.000		0.935		—

B-11

Accumulation Unit Values (in dollars)

Maximum Expense
1.40 M&E, 0.15 Adm, 0.20 ESP = 1.75% Net Expense (continued)

Portfolio Name	Year		Unit Value at Beginning of Year		Unit Value at End of Year		Number of Units Outstanding at End of Year

Variable Insurance Products Fund II
Contrafund® Portfolio — Service Class (11/99)		2002		0.942		0.838		11,789
		2001		1.000		0.942		—

Variable Insurance Products Fund III
Mid Cap Portfolio — Service Class 2 (5/02)		2002		1.000		0.855		4,541

Notes

The number of units outstanding for the 2001 yearend have been restated to include Annuity Units, where appropriate.

The date next to each funding option’s name reflects the date money first came into the funding option through the Separate Account.

Funding options not listed above had no amounts allocated to them or were not available as of December 31, 2002.

“Number of Units outstanding at end of period” may include units for Contract Owners in payout phase, where appropriate.

B-12

APPENDIX C

THE FIXED ACCOUNT

The Fixed Account is part of the Company’s general account assets. These general account assets include all assets of the Company other than those held in the Separate Accounts sponsored by the Company or its affiliates.

The staff of the SEC does not generally review the disclosure in the prospectus relating to the Fixed Account. Disclosure regarding the Fixed Account and the general account may, however, be subject to certain provisions of the federal securities laws relating to the accuracy and completeness of statements made in the prospectus.

Under the Fixed Account, the Company assumes the risk of investment gain or loss, guarantees a specified interest rate, and guarantees a specified periodic annuity payment. The investment gain or loss of the Separate Account or any of the funding options does not affect the Fixed Account Contract Value, or the dollar amount of fixed Annuity Payments made under any payout option.

We guarantee that, at any time, the Fixed Account Contract Value will not be less than the amount of the Purchase Payments allocated to the Fixed Account, plus interest credited as described below, less any applicable premium taxes or prior withdrawals.

Purchase payments allocated to the Fixed Account and any transfers made to the Fixed Account become part of the Company’s general account, which supports insurance and annuity obligations. Where permitted by state law, we reserve the right to restrict Purchase Payments into the Fixed Account whenever the credited interest rate on the Fixed Account is equal to the minimum guaranteed interest rate specified in your Contract. The general account and any interest therein is not registered under, or subject to the provisions of, the Securities Act of 1933 or Investment Company Act of 1940. We will invest the assets of the Fixed Account at our discretion. Investment income from such Fixed Account assets will be allocated to us and to the Contracts participating in the Fixed Account.

Investment income from the Fixed Account allocated to us includes compensation for mortality and expense risks borne by us in connection with Fixed Account Contracts. The amount of such investment income allocated to the Contracts will vary from year to year in our sole discretion at such rate or rates as we prospectively declare from time to time.

We guarantee the initial rate for any allocations into the Fixed Account for one year from the date of such allocation. We guarantee subsequent renewal rates for the calendar quarter. We also guarantee that for the life of the Contract we will credit interest at a rate not less than the minimum interest rate allowed by state law. We reserve the right to change the rate subject to applicable state law. We will determine any interest we credit to amounts allocated to the Fixed Account in excess of the minimum guaranteed rate in our sole discretion. You assume the risk that interest credited to the Fixed Account may not exceed the minimum guaranteed rate for any given year. We have no specific formula for determining the interest rate. Some factors we may consider are regulatory and tax requirements, general economic trends and competitive factors

Transfers

You may make transfers from the Fixed Account to any other available Variable Funding Option(s) twice a year during the 30 days following the semiannual anniversary of the Contract Date. We limit transfers to an amount of up to 15% of the Fixed Account Contract Value on the semiannual Contract Date anniversary. (This restriction does not apply to transfers under the Dollar Cost Averaging Program.) Amounts previously transferred from the Fixed Account to Variable Funding Options may not be transferred back to the Fixed Account for a period of at least six months from the date of transfer. We reserve the right to waive either of these restrictions. Where permitted by state law, we reserve the right to restrict transfers into the Fixed Account whenever the credited interest rate on the Fixed Account is equal to the minimum guaranteed interest rate specified in your Contract

C-1

APPENDIX D

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

Condensed Financial Information

Financial Statements

Copies of the Statement of Additional Information dated May 1, 2003 are available without charge. To request a copy, please clip this coupon on the line above, enter your name and address in the spaces provided below, and mail to: The Travelers Insurance Company, Annuity Investor Services, One Cityplace, Hartford, Connecticut 06103—3415. The Travelers Insurance Company Statement of Additional Information is printed on Form L—20668S, and The Travelers Life and Annuity Statement of Additional Information is printed on Form L—20669S.

Name:	________________________________________
Address:	________________________________________

	________________________________________

		May 1, 2003
L—20668		(Rev 12/03)

SUPPLEMENT DATED DECEMBER 19, 2003 TO THE
TRAVELERS LIFE & ANNUITY VINTAGE II ANNUITY
PROSPECTUS DATED MAY 1, 2003

The following information supplements, and to the extent inconsistent therewith,
replaces the information in the Travelers Life & Annuity Vintage II Annuity
prospectus. Please retain this supplement and keep it with the prospectus for
future reference.

The second paragraph under the Fee Table section is deleted in its entirety. The
table is deleted and replaced with the following:

TRANSACTION EXPENSES

WITHDRAWAL CHARGE.........................................6%(1)
(as a percentage of the Purchase Payments withdrawn)

TRANSFER CHARGE..........................................$10(2)
(assessed on transfers that exceed 12 per year)

CONTRACT ADMINISTRATIVE CHARGE

ANNUAL CONTRACT ADMINISTRATIVE CHARGE $30(3)

ANNUAL SEPARATE ACCOUNT CHARGES (as a percentage of the average daily net assets
of the Separate Account):

We will assess a minimum mortality and expense risk charge ("M&E") of 1.15% and
a maximum administrative expense charge of 0.15% on all contracts. In addition,
there is a maximum charge of 0.20% for E.S.P., and a maximum charge of 1.00% for
GMWB, both optional features. Below is a summary of all charges that may apply,
depending on the death benefit and optional features you select:

STANDARD DEATH STEP-UP DEATH ROLL-UP DEATH
BENEFIT BENEFIT BENEFIT
------------------ ---------------- ------------------
Mortality and Expense Risk Charge............ 1.15% 1.25% 1.40%
Administrative Expense Charge................ 0.15% 0.15% 0.15%
TOTAL SEPARATE ACCOUNT ANNUAL CHARGES WITH
NO OPTIONAL FEATURES SELECTED................ 1.30% 1.40% 1.55%
Optional E.S.P. Charge....................... 0.20% 0.20% 0.20%
TOTAL SEPARATE ACCOUNT ANNUAL CHARGES WITH
E.S.P. ONLY SELECTED......................... 1.50% 1.60% 1.75%
Maximum Optional GMWB Charge................. 1.00%(4) 1.00%(4) 1.00%(4)
TOTAL SEPARATE ACCOUNT CHARGES WITH GMWB
ONLY SELECTED................................ 2.30% 2.40% 2.55%
TOTAL SEPARATE ACCOUNT CHARGES WITH E.S.P.
AND GMWB SELECTED............................ 2.50% 2.60% 2.75%

----------
(4) The current charge for GMWB is 0.40%

(1) The withdrawal charge declines to zero after the Purchase Payment has been
in the Contract for 7 years. The charge is as follows:

YEARS SINCE PURCHASE PAYMENT MADE
----------------------------------------------------
GREATER THAN OR EQUAL TO BUT LESS THAN WITHDRAWAL CHARGE
0 years 3 years 6%
3 years 5 years 5%
5 years 6 years 4%
6 years 7 years 3%
7 + years 0%

(2) We currently do not assess the transfer charge.

(3) Waived if Contract Value is $40,000 or more on the fourth Friday of each
August.

(4) The current charge for GMWB is 0.40%

THE VARIABLE FUNDING OPTIONS

The following 2 paragraphs are added before the short descriptions of the
underlying funds:

ADMINISTRATIVE, MARKETING AND SUPPORT SERVICE FEES. The Company and TDLLC have
arrangements with the investment adviser, subadviser, distributor, and/or
affiliated companies of many of the Underlying Funds under which the Company and
TDLLC receive payments in connection with our provision of administrative,
marketing or other support services to the Funds. Proceeds of these payments may
be used for any corporate purpose, including payment of expenses that the
Company and TDLLC incur in promoting, issuing, distributing and administering
the Contracts.

The payments are generally based on a percentage of the average assets of each
Underlying Fund allocated to the Variable Funding Options under the Contract or
other contracts offered by the Company. Aggregate fees relating to the different
Funds may vary in amount and may be as much as 0.60% of the average net assets
of an Underlying Fund attributable to the relevant contracts. A portion of these
payments may come from revenue derived from the Distribution and/or Service Fees
(12b-1 fees) that are deducted from an Underlying Fund's assets as part of its
Total Annual Operating Expenses. The arrangements may vary for each Underlying
Fund.

BENEFICIARY CONTRACT CONTINUANCE

The first paragraph under the Beneficiary Contract Continuance section is
deleted in its entirety and replaced with the following:

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 the beneficiary chooses to continue the
contract, the beneficiary can extend the payout phase of the Contract enabling
the beneficiary to "stretch" the death benefit distributions out over his life
expectancy as permitted by the Internal Revenue Code.

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

The 2 paragraphs under "Distribution of Variable Annuity Contracts" are deleted
in their entirety and replaced with the following:

DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT. Travelers Distribution LLC
("TDLLC") serves as the principal underwriter and distributor of the securities
offered through this Prospectus pursuant to the terms of the Distribution and
Principal Underwriting Agreement. TDLLC also acts as the principal underwriter
and distributor of other variable annuity contracts and variable life insurance
policies issued by the Company and its affiliated companies.

TDLLC's principal executive offices are located at One Cityplace, Hartford,
Connecticut 06103. TDLLC is registered as a broker-dealer with the Securities
and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as
well as the securities commissions in the states in which it operates, and is a
member of the National Association of Securities Dealers, Inc. ("NASD"). TDLLC
is affiliated with the Company and each Separate Account. TDLLC, as the
principal underwriter and distributor, does not retain any fees under the
Contracts.

The Contracts are offered on a continuous basis. TDLLC enters into selling
agreements with broker-dealers who are registered with the SEC and are members
of the NASD, and with entities that may offer the Contracts but are exempt from
registration. Applications for the Contract are solicited by registered
representatives who are associated persons of such broker-dealer firms. Such
representatives act as appointed agents of the Company under applicable state
insurance law and must be licensed to sell variable insurance products. We
intend to offer the Contract in all jurisdictions where we are licensed to do
business and where the Contract is approved.

COMPENSATION. Broker-dealers who have selling agreements with TDLLC are paid
compensation for the promotion and sale of the Contracts. Registered
representatives who solicit sales of the Contract typically receive a portion of
the compensation payable to the broker-dealer firm, depending on the agreement
between the firm and the registered representative. Compensation paid on the
Contracts, as well as other incentives or payments, are not assessed as an
additional direct charge to Contract owners or the Separate Account. We intend
to recoup commissions and other sales expenses through fees and charges imposed
under the Contract and from profits on payments received by the Company and
TDLLC for providing administrative, marketing and other support and services to
the Funds.

The amount and timing of compensation may vary depending on the selling
agreement but is not expected to exceed 10% of Purchase Payments (if up-front
compensation is paid to registered representatives) and 2% annually of average
account value (if asset based compensation is paid to registered
representatives). We may also periodically establish commission specials;
however, commissions paid under these specials will not exceed the amounts
described immediately above. To the extent permitted by NASD rules and other
applicable laws and regulations, TDLLC may pay or allow other promotional
incentives or payments in the form of cash or other compensation.

Broker-dealer firms may receive separate compensation or reimbursement for,
among other things, training of sales personnel, marketing or other services
they provide to the Company or our affiliates. In addition, the Company or TDLLC
may enter into special compensation arrangements with certain broker-dealer
firms based on aggregate or anticipated sales of the Contracts or other
criteria. These special compensation arrangements will not be offered to all
broker-dealer firms and the terms of such arrangements may differ between
broker-dealer firms. The Company and TDLLC have entered into such arrangements
with AIG Advisor Group (including Advantage Capital Corporation, FSC Securities
Corporation, Royal Alliance Associates, Inc., Sentra Securities Corporation,
Spelman & Co., Inc. and SunAmerica Securities, Inc.), ING Advisors Network
(including Financial Network Corporation, Locust Street Securities,
Multi-Financial Securities, IFG Network Securities, VESTAX Securities,
Washington Square Securities and PrimeVest Financial Services), Morgan Stanley,
Merrill Lynch, NFP Securities, Inc., Piper Jaffray, Primerica Financial
Services, Inc., Prudential Securities, and Citigroup Global Markets. Any such
compensation payable to a broker-dealer firm will be made by TDLLC or the
Company out of their own assets and will not result in any additional direct
charge to you.

The Company and TDLLC have entered into selling agreements with certain
broker-dealer firms that have an affiliate that acts as investment adviser to
one or more Underlying Funds or serves

as a subadviser to a Portfolio of The Travelers Series Trust or Travelers Series
Fund Inc., which are offered under the Contracts. These firms include Fidelity
Management & Research Company, Morgan Stanley Investment Advisers Inc., Merrill
Lynch Investment Managers, L.P., Salomon Brothers Asset Management and Smith
Barney Fund Management.

FEDERAL TAX CONSIDERATIONS

The current section on Federal Tax Considerations is deleted in its entirety and
replaced with the following:

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 or legal 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 and/or legal adviser regarding your personal situation. For your
information, a more detailed tax discussion is contained in the SAI.

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. In analyzing the
benefits of tax deferral it is important to note that the Jobs and Growth Tax
Relief Reconciliation Act of 2003 amended Code Section 1 to reduce the marginal
tax rates on long-term capital gains and dividends to 5% and 15%. The reduced
rates apply during 2003 through 2008, and thereafter will increase to prior
levels. Earnings under annuity contracts continue to be taxed as ordinary income
(top rate of 35%).

TAX-FREE EXCHANGES: Code Section 1035 provides that, if certain conditions are
met, 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.

TYPES OF CONTRACTS: QUALIFIED AND NONQUALIFIED

QUALIFIED ANNUITY CONTRACTS

If you purchase an annuity Contract with proceeds of an eligible rollover
distribution from any qualified employee pension plan or individual retirement
annuity (IRA), your Contract is referred to as a Qualified Contract. Some
examples of Qualified Contracts are: IRAs, tax-sheltered annuities established
by public school systems or certain tax-exempt organizations under Code Section
403(b), corporate sponsored pension and profit-sharing plans (including 401(k)
plans), Keogh Plans (for self-employed individuals), and certain other qualified
deferred compensation plans. Another type of qualified contract is a Roth IRA,
under which after-tax contributions accumulate until maturity, when amounts
(including earnings) may be withdrawn tax-free. The rights and benefits under a
Qualified Contract may be limited by the terms of the retirement plan,
regardless of the terms and conditions of the Contract. Plan participants making
contributions to qualified annuity contracts will be subject to minimum
distribution rules as provided by the Code and described below.

TAXATION OF QUALIFIED ANNUITY CONTRACTS

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.

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
701/2. 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 701/2 or the year of retirement. If you
own more than one individual retirement annuity and/or account, you may satisfy
the minimum distribution rules on an aggregate basis (i.e. determine the total
amount of required distributions from all IRAs and take the required amount from
any one or more IRAs). A similar aggregate approach is available to meet your
403(b) minimum distribution requirements if you have multiple 403(b) annuities.

MINIMUM DISTRIBUTIONS FOR BENEFICIARIES: When a death benefit becomes due upon
the death of the owner and/or annuitant, a lump sum may be taken, 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.

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. Therefore, in certain states, a portion of the contributions may not be
excludible or deductible from state income taxes. Please consult your employer
or tax adviser regarding this issue.

NONQUALIFIED ANNUITY CONTRACTS

If you purchase the Contract on an individual basis with after-tax dollars and
not under one of the programs described above, your Contract is referred to as
nonqualified.

As the owner of a nonqualified annuity, you do not receive any tax benefit
(deduction or deferral of income) on Purchase Payments, but you will not be
taxed on increases in the value of your Contract until a distribution occurs --
either as a withdrawal (distribution made prior to the Maturity Date), or as
Annuity Payments. When a withdrawal is made, you are taxed on the amount of the
withdrawal that is considered earnings under applicable tax laws. Similarly,
when you receive an Annuity Payment, part of each payment is considered a return
of your Purchase Payments and will not be taxed. The remaining portion of the
Annuity Payment (i.e., any earnings) will be considered ordinary income for tax
purposes.

If a nonqualified annuity is owned by other than an individual, however, (e.g.,
by a corporation), increases in the value of the Contract attributable to
Purchase Payments made after February 28, 1986 are includable in income annually
and taxed at ordinary income tax rates. Furthermore, for Contracts issued after
April 22, 1987, if you transfer the Contract to another person or entity without
adequate consideration, all deferred increases in value will be includable in
your income at the time of the transfer.

in the Contract. The investment in the Contract equals the total Purchase
Payments you paid less any amount received previously which was excludible 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, and will have tax consequences in the year
taken.

Federal tax law requires that nonqualified annuity Contracts meet minimum
mandatory distribution requirements upon the death of the contract owner,
including the first of joint owners. If these requirements are not met, the
Contract will not be treated as an annuity Contract for Federal income tax
purposes and earnings under the Contract will be taxable currently, not when
distributed. The distribution required depends, among other things, upon whether
an annuity option is elected or whether the succeeding contract owner is the
surviving spouse. We will administer Contracts in accordance with these rules
and we will notify you when you should begin receiving payments. There is a more
complete discussion of these rules in the SAI.

DIVERSIFICATION REQUIREMENTS FOR VARIABLE ANNUITIES

The Code requires that any nonqualified variable annuity Contracts based on a
Separate Account must meet specific diversification standards. Nonqualified
variable annuity contracts shall not be treated as an annuity for Federal income
tax purposes 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, requiring the current inclusion of a proportionate share of the
income and gains from the Separate Account assets in the income of each Contract
Owner. 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 number of funds available and 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.

TAXATION OF DEATH BENEFIT PROCEEDS

Amounts may be distributed from a nonqualified Contract because of the death of
an owner or annuitant. Generally, such amounts are includable 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.

OTHER TAX CONSIDERATIONS

TREATMENT OF CHARGES FOR OPTIONAL DEATH BENEFITS

The Contract may provide one or more optional enhanced death benefits that in
some cases may exceed the greater of purchase price or the contract value. It is
possible that the Internal

Revenue Service may take the position that the charges for the optional enhanced
death benefit(s) are deemed to be taxable distributions to you. Although we do
not believe that a charge under such optional enhanced death benefit should be
treated as a taxable withdrawal, you should consult with your tax adviser before
selecting any rider or endorsement to the Contract.

PENALTY TAX FOR PREMATURE DISTRIBUTIONS

For both qualified and nonqualified Contracts, taxable distributions taken
before the contract owner has reached the age of 591/2 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. The 10% additional tax is in addition to any
penalties that may apply under your Contract and the normal income taxes due on
the distribution.

PUERTO RICO TAX CONSIDERATIONS

The Puerto Rico Internal Revenue Code of 1994 (the "1994 Code") taxes
distributions from nonqualified annuity contracts differently than in the U.S.
Distributions that are not in the form of an annuity (including partial
surrenders and period certain payments) are treated under the 1994 Code first as
a return of investment. Therefore, no taxable income is recognized for Puerto
Rico tax purposes until the cumulative amount paid exceeds your tax basis. The
amount of income on annuity distributions (payable over your lifetime) is also
calculated differently under the 1994 Code. Since Puerto Rico residents are also
subject to U.S. income tax on all income other than income sourced to Puerto
Rico, the timing of recognition of income from an annuity contract could vary
between the two jurisdictions. Although the 1994 Code provides a credit against
the Puerto Rico income tax for U.S. income taxes paid, an individual may not get
full credit because of the timing differences. You should consult with a
personal tax adviser regarding the tax consequences of purchasing an annuity
contract and/or any proposed distribution, particularly a partial distribution
or election to annuitize.

NON-RESIDENT ALIENS

Distributions to non-resident aliens ("NRAs") are subject to special and complex
tax and withholding rules under the Code, some of which are based upon the
particular facts and circumstances of the contract owner, the beneficiary and
the transaction itself. 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.

December 2003 L-23117

Before the Maturity Date,
upon the Death of the

The Company Will
Pay the Proceeds to:

unless. . .

Mandatory
Payout Rules Apply*

Beneficiary

No death proceeds are payable; Contract continues.

Contingent Beneficiary

No death proceeds are payable; Contract continues.