TRAVELERS FUND BD IV FOR VARIABLE ANNUITIES, N-4, 1999-01-15

TRAVELERS FUND BD IV FOR VARIABLE ANNUITIES
N-4, 1999-01-15

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<PAGE> 1
Registration Statement No.
----------
811-08223

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

And

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

POST-EFFECTIVE AMENDMENT NO. 2

THE TRAVELERS FUND BD IV FOR VARIABLE ANNUITIES
-----------------------------------------------
(Exact name of Registrant)

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

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

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

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

<TABLE>
<S> <C>
Approximate Date of Proposed Public Offering: As soon as practicable following the effectiveness
of the Registration Statement
</TABLE>

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

N/A immediately upon filing pursuant to paragraph (b) of Rule 485.
- -----
N/A on ___________ pursuant to paragraph (b) of Rule 485.
- -----
N/A 60 days after filing pursuant to paragraph (a)(1) of Rule 485.
- -----
N/A on ___________ pursuant to paragraph (a)(1) of Rule 485.
- -----

If appropriate, check the following box:

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

The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.

<PAGE> 2

THE TRAVELERS FUND BD IV FOR VARIABLE ANNUITIES

Cross-Reference Sheet

Form N-4

<TABLE>
<CAPTION>
Item
No. Caption in Prospectus
- --- ---------------------
<S> <C> <C>
1. Cover Page Prospectus
2. Definitions Index of Special Terms
3. Synopsis Summary
4. Condensed Financial Information Not Applicable
5. General Description of Registrant, The Insurance Company; The Separate
Depositor, and Portfolio Companies Account; The Funding Options
6. Deductions and Expenses Charges and Deductions; Distribution of
Variable Annuity Contracts
7. General Description of Variable The Annuity Contract
Annuity Contracts
8. Annuity Period The Annuity Period
9. Death Benefit Death Benefit
10. Purchases and Contract Value The Annuity Contract; Distribution of
Variable Annuity Contract
11. Redemptions Access to Your Money
12. Taxes Federal Tax Considerations
13. Legal Proceedings Legal Proceedings and Opinions
14. Table of Contents of Statement Appendix C - Contents of the Statement
of Additional Information of Additional Information

<CAPTION>
Caption in Statement of Additional
Information
----------------------------------
<S> <C> <C>
15. Cover Page Cover Page
16. Table of Contents Table of Contents
17. General Information and History The Insurance Company
18. Services Principal Underwriter; Distribution and
Management Agreement
19. Purchase of Securities Being Offered Valuation of Assets
20. Underwriters Principal Underwriter
21. Calculation of Performance Data Performance Information
22. Annuity Payments Not Applicable
23. Financial Statements Financial Statements
</TABLE>

<PAGE> 3

PART A

Information Required in a Prospectus

<PAGE> 4

TRAVELERS BONUS ANNUITY PROSPECTUS:

THE TRAVELERS FUND BD IV
FOR VARIABLE ANNUITIES

This prospectus describes TRAVELERS BONUS ANNUITY, a flexible premium variable
annuity contract (the "Contract") issued by The Travelers Life and Annuity
Company (the "Company," "we" or "our"). 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"). The product may be issued as an individual
Contract or as a group Contract. In states where only group Contracts are
available, you will be issued a certificate summarizing the provisions of the
group Contract. For convenience, we refer to both Contracts and certificates as
"Contracts."

Your purchase payments will accumulate on a fixed basis and/or a variable basis
depending on the investment options you select. You may direct your purchase
payments to the Fixed Account (funded through the Company's general account)
and/or to one or more of the sub-accounts ("funding options") of the Travelers
Fund BD IV for Variable Annuities ("Separate Account"). Your contract value will
vary daily to reflect the investment experience of the funding options you
select and any interest credited to the Fixed Account. The variable funding
options are:

MORGAN STANLEY UNIVERSAL FUNDS, INC.:
Emerging Markets Equity Portfolio
Global Equity Portfolio
Mid Cap Value Portfolio
Value Portfolio
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.:
Salomon Brothers Variable Capital Fund
Salomon Brothers Variable High Yield Bond Fund
Salomon Brothers Variable Investors Fund
Salomon Brothers Variable Strategic Bond Fund
VAN KAMPEN LIFE INVESTMENT TRUST:
Domestic Income Portfolio
Emerging Growth Portfolio
Enterprise Portfolio
Government Portfolio
Growth and Income Portfolio
Money Market Portfolio
Morgan Stanley Real Estate Securities
Portfolio

The Fixed Account is described in Appendix A. Unless specified otherwise, this
prospectus refers to the variable funding options. The contracts and/or some of
the funding options may not be available in all states. THIS PROSPECTUS IS VALID
ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUSES FOR THE VARIABLE FUNDING
OPTIONS. READ AND RETAIN THEM FOR FUTURE REFERENCE.

This prospectus provides the information that you should know before investing
in the Contract. You can receive additional information about the Separate
Account by requesting a copy of the Statement of Additional Information ("SAI")
dated _______ , 1999. The SAI has been filed with the Securities and Exchange
Commission ("SEC") and is incorporated by reference into this prospectus. To
request a copy, write to The Travelers Life and Annuity Company, Annuity
Investor Services, One Tower Square, Hartford, Connecticut 06183, call (800)
599-9460 or access the SEC's website (http://www.sec.gov). See Appendix C for
the SAI's table of contents.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

VARIABLE ANNUITY CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR
GUARANTEED BY ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED BY
THE FDIC, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY; THEY ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL INVESTMENT.
PROSPECTUS DATED _______ , 1999
<PAGE> 5

TABLE OF CONTENTS

<TABLE>
<S> <C>
INDEX OF SPECIAL TERMS................ 2
SUMMARY............................... 3
FEE TABLE............................. 6
THE ANNUITY CONTRACT.................. 9
Contract Owner Inquiries.............. 9
Purchase Payments..................... 9
Purchase Payment Credits.............. 9
Accumulation Units.................... 10
The Funding Options................... 10
CHARGES AND DEDUCTIONS................ 11
General............................... 11
Withdrawal Charge..................... 12
Free Withdrawal Allowance............. 13
Administrative Charges................ 13
Mortality and Expense Risk Charge..... 13
Funding Option Expenses............... 13
Premium Tax........................... 13
Changes in Taxes Based Upon Premium or
Value............................... 14
TRANSFERS............................. 14
Dollar Cost Averaging................. 14
ACCESS TO YOUR MONEY.................. 14
Systematic Withdrawals................ 15
OWNERSHIP PROVISIONS.................. 15
Types of Ownership.................... 15
Beneficiary........................... 16
Annuitant............................. 16
DEATH BENEFIT......................... 16
Death Proceeds Before the Maturity
Date................................ 16
Payment of Proceeds................... 17
Death Proceeds After the Maturity
Date................................ 18
THE ANNUITY PERIOD.................... 18
Maturity Date......................... 18
Allocation of Annuity................. 18
Variable Annuity...................... 18
Fixed Annuity......................... 19
PAYMENT OPTIONS....................... 19
Election of Options................... 19
Annuity Options....................... 20
MISCELLANEOUS CONTRACT PROVISIONS..... 20
Right to Return....................... 20
Termination........................... 21
Required Reports...................... 21
Suspension of Payments................ 21
Transfers of Contract Values to Other
Annuities........................... 21
THE SEPARATE ACCOUNT.................. 21
Performance Information............... 22
FEDERAL TAX CONSIDERATIONS............ 22
General Taxation of Annuities......... 22
Types of Contracts: Qualified or
Nonqualified........................ 23
Nonqualified Annuity Contracts........ 23
Qualified Annuity Contracts........... 23
Penalty Tax for Premature
Distributions....................... 23
Diversification Requirements for
Variable Annuities.................. 24
Ownership of the Investments.......... 24
Mandatory Distributions for Qualified
Plans............................... 24
OTHER INFORMATION..................... 24
The Insurance Company................. 24
Financial Statements.................. 25
IMSA.................................. 25
Year 2000 Compliance.................. 25
Distribution of Variable Annuity
Contracts........................... 25
Conformity with State and Federal
Laws................................ 26
Voting Rights......................... 26
Legal Proceedings And Opinions........ 26
APPENDIX A: The Fixed Account......... A-1
APPENDIX B: Waiver of Withdrawal
Charge for Nursing Home
Confinements........................ B-1
APPENDIX C: Contents of the Statement
of Additional Information........... C-1
</TABLE>

INDEX OF SPECIAL TERMS

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

<TABLE>
<S> <C>
Accumulation Unit..................... 10
Accumulation Period................... 10
Annuitant............................. 16
Annuity Payments...................... 16
Annuity Unit.......................... 10
Cash Surrender Value.................. 14
Contract Date......................... 9
Contract Owner (You, Your)............ 9
Contract Value........................ 9
Contract Year......................... 9
Fixed Account......................... A-1
Funding Option(s)..................... 10
Income Payments....................... 16
Maturity Date......................... 18
Purchase Payment...................... 9
Purchase Payment Credit............... 9
Written Request....................... 9
</TABLE>

2
<PAGE> 6

SUMMARY:

TRAVELERS BONUS 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.

CAN YOU GIVE ME A GENERAL DESCRIPTION OF THE VARIABLE ANNUITY CONTRACT? The
Contract is intended for retirement savings or other long-term investment
purposes. We may issue it as an individual Contract or as a group Contract. In
states where only group Contracts are available, you will be issued a
certificate summarizing the provisions of the group Contract. For convenience,
we refer to Contracts and certificates as "Contracts." The Contract provides a
choice of a standard or enhanced death benefit as well as guaranteed income
options. You direct your payment(s) to one or more of the variable funding
options and/or to 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 may also lose money in the variable funding options.

The Contract, like all deferred variable annuity contracts, has two phases: the
accumulation phase and the income phase. During the accumulation phase, 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 income phase
occurs when you begin receiving payments from your Contract. The amount of money
you accumulate in your Contract determines the amount of income (annuity
payments) you receive during the income phase.

During the income phase, you may choose to receive annuity payments from the
Fixed Account or the variable funding options. If you want to receive payments
from your annuity, you can choose one of a number of annuity options.

Once you elect an annuity option and begin to receive payments, it cannot be
changed. During the income phase, you have the same investment choices you had
during the accumulation phase. If amounts are directed to the variable funding
options, the dollar amount of your payments may increase or decrease.

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); and (3) rollovers from other qualified
retirement plans. Qualified contracts include contracts qualifying under Section
401(a), 403(b), or 408(b) of the Internal Revenue Code of 1986, as amended.

You may purchase the Contract with an initial payment of at least $5,000. You
may make additional payments of at least $500 at any time during the
accumulation phase.

IS THERE A RIGHT TO RETURN PERIOD? If you cancel the Contract within twenty
days after you receive it, you will receive a full refund of the Contract value
(including charges). Where state law requires a longer right to return period,
or the return of purchase payments, the Company will comply. You bear the
investment risk during the right to return period; therefore, the Contract value
returned may be greater or less than your purchase payment. If the Contract is
purchased as an Individual Retirement Annuity, and is returned within the first
seven days after delivery, your full purchase payment will be refunded; during
the remainder of the right to return period, the Contract value (including
charges) will be refunded. The Contract value will be determined at the close of
business on the day we receive a written request for a refund.

3
<PAGE> 7

WHAT TYPES OF INVESTMENT OPTIONS ARE AVAILABLE? You can direct your money into
the Fixed Account or any or all of the funding options shown on the cover page.
The funding options are described in the prospectuses for the funds. Depending
on market conditions, you may make or lose money in any of these options.

The value of the Contract will vary depending upon the investment performance of
the funding options you choose. Past performance is not a guarantee of future
results. The Separate Account is new, and therefore has no past performance.
However, the funding options have been available for various time periods.
Performance information that predates the separate account is considered
"nonstandard" by the SEC. Such nonstandard performance is shown in the Statement
of Additional Information that you may request free of charge.

You can transfer between the 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. You may transfer
between the Fixed Account and the 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. For
Contracts with a value of less than $100,000, the Company deducts an annual
contract administrative charge of $40. The subaccount administrative charge and
the mortality and expense risk ("M&E") charge are deducted from the amounts in
the variable funding options. The subaccount charge is .15% annually. The annual
M&E charge depends on the death benefit you choose:

<TABLE>
<S> <C>
Standard Death Benefit.................................... 1.25%
Enhanced Death Benefit.................................... 1.45%
</TABLE>

Each funding option has a charge for investment management and other expenses.
The charges, which vary by funding option, range from 0.60% to 1.75% annually,
of the average daily net asset balance of the funding option. Certain funding
options have fee reimbursement and/or fee waiver arrangements which serve to
reduce the charges shown. Please refer to the Fee Table for more details.

A withdrawal charge will apply to withdrawals from the contract, as follows:

<TABLE>
<CAPTION>
% OF PURCHASE
CONTRACT YEAR PAYMENT WITHDRAWN
- ------------- -----------------
<S> <C>
Years 0-4........................................... 8%
5.......................................... 7%
6.......................................... 6%
7.......................................... 5%
8.......................................... 3%
9.......................................... 1%
10+......................................... 0%
</TABLE>

Beginning with the second Contract Year, a 10% free withdrawal is allowed
annually.

HOW WILL MY CONTRIBUTIONS AND WITHDRAWALS BE TAXED? The payments you make to a
qualified Contract during the accumulation phase are made with before-tax
dollars. You will be taxed on your purchase payments and on any earnings when
you make a withdrawal or begin receiving annuity or income payments. Under a
nonqualified Contract, payments to the contract are made with after-tax dollars,
and any earnings will accumulate tax-deferred. You will be taxed on these
earnings when they are withdrawn from the Contract.

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

4
<PAGE> 8

can calculate and pay you the minimum required distribution amounts. If you are
younger than 59 1/2 when you take money out, you may be charged a 10% federal
penalty tax on the amount withdrawn.

HOW MAY I ACCESS MY MONEY? You can take withdrawals any time during the
accumulation phase. Withdrawal charges, income taxes and a penalty tax may apply
to taxable amounts withdrawn.

WHAT IS THE DEATH BENEFIT UNDER THE CONTRACT? You may choose to purchase the
Standard or the Enhanced Death Benefit. The death benefit applies upon the first
death of the 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 income
phase, the person you have chosen as your beneficiary will receive a death
benefit. The death benefit value is calculated at the close of the business day
on which the Company's Home Office receives due proof of death. The enhanced
death benefit may not be available in all states. Certain states may have
varying age requirements. Please refer to the Death Benefit section in the
prospectus for more details.

ARE THERE ANY ADDITIONAL FEATURES? This Contract has other features you may be
interested in. These include:

- PURCHASE PAYMENT CREDITS. For each payment you make during the first
contract year, we will add a credit to your account. The credit will be
4.25% if you elected the Standard Death Benefit and 4.50% if you elected
the Enhanced Death Benefit.

- DOLLAR COST AVERAGING. This is a program that allows you to invest a
fixed amount of money in 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.

- AUTOMATIC REBALANCING. You may elect to have the Company periodically
reallocate the values in your Contract to match your original (or your
latest) funding option allocation request.

- 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.

5
<PAGE> 9

FEE TABLE
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
ANNUAL CONTRACT ADMINISTRATIVE CHARGE $40
(Waived if contract value is $100,000 or more)
</TABLE>

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

<TABLE>
<S> <C>
STANDARD DEATH BENEFIT
Mortality & Expense Risk Charge............................. 1.25%
Administrative Expense Charge............................... 0.15%
----
Total Separate Account Charges.......................... 1.40%
ENHANCED DEATH BENEFIT
Mortality & Expense Risk Charge............................. 1.45%
Administrative Expense Charge............................... 0.15%
----
Total Separate Account Charges.......................... 1.60%
</TABLE>

FUNDING OPTION EXPENSES:
(as a percentage of average daily net assets of the Funding Option as of
December 31, 1997, unless otherwise noted)

<TABLE>
<CAPTION>
TOTAL ANNUAL
MANAGEMENT OTHER OPERATING
FEE EXPENSES EXPENSES
(AFTER EXPENSES (AFTER EXPENSES (AFTER EXPENSES
PORTFOLIO NAME ARE REIMBURSED) ARE REIMBURSED) ARE REIMBURSED)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
MORGAN STANLEY UNIVERSAL FUNDS, INC.:
Emerging Markets Equity Portfolio.............. 0.00%(1) 1.75% 1.75%
Global Equity Portfolio........................ 0.00%(1) 1.15% 1.15%
Mid Cap Value Portfolio........................ 0.00%(1) 1.05% 1.05%
Value Portfolio................................ 0.00%(1) 0.85% 0.85%
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.:
Salomon Brothers Variable Investors Fund....... 0.70% 0.30%(2) 1.00%
Salomon Brothers Variable Capital Fund......... 0.85% 0.15%(2) 1.00%
Salomon Brothers Variable High Yield Bond Fund... 0.75% 0.25%(2) 1.00%
Salomon Brothers Variable Strategic Bond
Fund......................................... 0.75% 0.25%(2) 1.00%
VAN KAMPEN LIFE INVESTMENT TRUST:
Domestic Income Portfolio...................... 0.05%(3) 0.55% 0.60%
Emerging Growth Portfolio...................... 0.00%(3) 0.85% 0.85%
Enterprise Portfolio........................... 0.44%(3) 0.16% 0.60%
Government Portfolio........................... 0.36%(3) 0.24% 0.60%
Growth and Income Portfolio.................... 0.00%(3) 0.75% 0.75%
Money Market Portfolio......................... 0.12%(3) 0.48% 0.60%
Morgan Stanley Real Estate Securities
Portfolio.................................... 1.00%(3) 0.07% 1.07%
</TABLE>

NOTES:

(1) The Advisers, with respect to the Portfolios listed in the Morgan Stanley
Universal Funds, Inc. Series Trust, have voluntarily agreed to a reduction
in its management fees and to reimburse the Portfolios for which it acts as
investment adviser if such fees would cause total annual operating expenses
to exceed the amounts set forth in the tables above. Absent such reductions,
the expenses would have been as follows:

6
<PAGE> 10

(2) Reflects the voluntary agreement by Salomon Brothers Asset Management to
impose an expense cap for the fiscal year ending December 31, 1998 on the
total annual operating expenses of each fund at the amount shown in the
table through the reimbursement of expenses. Absent such agreement, the
ratio of other expenses and total operating expenses would be:

(3) Van Kampen has voluntarily agreed to a reduction in its management fees and
to reimburse the Portfolios for which it acts as investment adviser if such
fees would cause total annual operating expenses to exceed the amounts set
forth in the tables above. Absent such reductions, the expenses would have
been:

<TABLE>
<CAPTION>
TOTAL ANNUAL
MANAGEMENT OTHER OPERATING
PORTFOLIO FEES EXPENSES EXPENSES
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Domestic Income Portfolio...................... 0.50% 0.55% 1.05%
Enterprise Portfolio........................... 0.50% 0.16% 0.66%
Emerging Growth Portfolio...................... 0.70% 1.44% 2.14%
Government Portfolio........................... 0.50% 0.24% 0.74%
Growth and Income Portfolio.................... 0.60% 1.03% 1.63%
Morgan Stanley Real Estate Securities
Portfolio.................................... (no waiver) (no waiver) (no waiver)
Money Market Portfolio......................... 0.50% 0.48% 0.98%
</TABLE>

EXAMPLE*

Assuming a 5% annual return, a $1,000 investment would be subject to the
following expenses:

STANDARD DEATH BENEFIT

<TABLE>
<CAPTION>
IF CONTRACT IS NOT SURRENDERED,
IF CONTRACT IS SURRENDERED OR IS ANNUITIZED
AT THE END OF THE PERIOD SHOWN AT THE END OF THE PERIOD SHOWN
- ------------------------------------------------------------------------------------------------------------------
PORTFOLIO NAME 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MORGAN STANLEY UNIVERSAL FUNDS,
INC.:
Emerging Markets Portfolio...... $ $ $ $ $ $ $ $
Global Equity Portfolio.........
Mid Cap Value Portfolio.........
Value Portfolio.................
SALOMON BROTHERS VARIABLE SERIES
FUNDS, INC.:
Variable Capital Fund...........
Variable High Yield Bond Fund...
Variable Investors Fund.........
Variable Strategic Bond Fund....
VAN KAMPEN LIFE INVESTMENT TRUST:
Domestic Income Portfolio.......
Emerging Growth Portfolio.......
Enterprise Portfolio............
Government Portfolio............
Growth and Income Portfolio.....
Money Market Portfolio..........
Morgan Stanley Real Estate
Securities Portfolio..........
</TABLE>

* THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THIS
EXAMPLE REFLECTS THE ANNUAL CONTRACT ADMINISTRATIVE CHARGE AS AN ANNUAL CHARGE
OF .0006% OF ASSETS.

7
<PAGE> 11

ENAHNCED DEATH BENEFIT

8
<PAGE> 12

THE ANNUITY CONTRACT
-------------------------------------------------------------------------------
Travelers Bonus Annuity is a contract between the contract owner ("you"), and
Travelers Life and Annuity Company (called "us" or the "Company"). You make
purchase payments to us and we credit them to your Contract. The Company
promises to pay you an income, in the form of annuity or income payments,
beginning on a future date that you choose, the maturity date. The purchase
payments accumulate tax deferred in the funding options of your choice. We offer
multiple variable funding options, and one fixed account option. The contract
owner assumes the risk of gain or loss according to the performance of the
variable funding options. The contract value is the amount of purchase payments,
plus or minus any investment experience or interest. The contract value also
reflects all surrenders 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 became 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 written information must be sent
to the Company's Home Office in a form and content satisfactory to us.

CONTRACT OWNER INQUIRIES

Any questions you have about your Contract should be directed to the Company's
Home Office at 1-800-599-9460.

PURCHASE PAYMENTS

The initial purchase payment must be at least $5,000. You may make additional
payments of at least $500 at any time. Under certain circumstances, we may waive
the minimum purchase payment requirement. Purchase payments over $1,000,000 may
be made with our prior consent.

We will apply the initial purchase payment within two business days after we
receive it in good order at our Home Office. Subsequent purchase payments
received in good order will be credited to a Contract within one business day.
Our business day ends when the New York Stock Exchange closes, usually 4:00 p.m.
Eastern time.

PURCHASE PAYMENT CREDITS

During the first Contract year, for each purchase payment you make, we will add
a credit to your contract value. The credit is a percentage of the purchase
payment and depends on whether you have selected the Standard Death Benefit or
the Enhanced Death Benefit. For the Standard Death Benefit, the credit is 4.25%;
for the Enhanced Death Benefit, the credit is 4.50%.

The credit will be applied to the Investment Options in the same ratio as the
applicable purchase payment.

We will deduct the credit from any refunds made if:

- the contract is returned in the Right to Return period;

- the owner (or the annuitant, with no contingent annuitant surviving) dies
during the first 12 months after the credit is applied; or

- the contract is terminated within 12 months after the credit is applied.

When we determine the amount of credit deducted from any refund amount or death
benefit, we will not include a credit's investment gains or losses.

9
<PAGE> 13

ACCUMULATION UNITS

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

THE FUNDING OPTIONS

You choose which of the following variable funding options to have your purchase
payments allocated to. These funding options are subsections of the Separate
Account, which invest in the underlying mutual funds. You will find detailed
information about the options and their inherent risks in the current
prospectuses for the funding options which must accompany this prospectus. You
are not investing directly in the underlying mutual fund. Since each option has
varying degrees of risk, please read the prospectuses carefully before
investing. Contact your registered representative or call to request
additional copies of the prospectuses.

If any of the funding options becomes unavailable for allocating purchase
payments, or if we believe that further investment in a funding option 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 applicable state and SEC approval. From time to time we
may make new funding options available.

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

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<PAGE> 14

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
FUNDING INVESTMENT INVESTMENT
OPTION OBJECTIVE ADVISER/SUBADVISER
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Variable High Yield To maximize current income, and, secondarily, to seek SBAM
Bond Fund capital appreciation through investments in medium or
lower rating categories.
Variable Investors Fund Long-term growth of capital, and, secondarily, current SBAM
income, through investments in common stocks of well-
known companies.
Variable Strategic Bond Seeks a high level of current income. As a secondary SBAM
Fund objective, the portfolio will seek capital appreciation.
VAN KAMPEN LIFE INVESTMENT
TRUST:
Domestic Income Seeks current income, primarily and capital appreciation Van Kampen Asset
Portfolio as a secondary objective only when consistent with its Management, Inc. ("VKAM")
primary investment objective. The Portfolio attempts to
achieve these objectives through investment primarily in
a diversified portfolio of fixed-income securities. The
Portfolio may invest in investment-grade securities and
lower rated and nonrated securities. Lower rated
securities (commonly known as "junk bonds") are regarded
by the rating agencies as predominantly speculative with
respect to the issuer's continuing ability to meet
principal and interest payments.
Emerging Growth Seeks capital appreciation by investing in a portfolio VKAM
Portfolio of securities consisting principally of common stocks of
small and medium sized companies considered by the
adviser to be emerging growth companies.
Enterprise Portfolio Seeks capital appreciation through investments believed VKAM
by the Adviser to have above-average potential for
capital appreciation.
Government Portfolio Seeks to provide investors with a high current return VKAM
consistent with preservation of capital by investing
primarily in debt securities issued or guaranteed by the
U.S. government, its agencies or instrumentalities.
Growth and Income Seeks long-term growth of capital and income by VKAM
Portfolio investing primarily in income-producing equity
securities, including common stocks and convertible
securities.
Money Market Portfolio Seeks protection of capital and high current income VKAM
through investments in money market instruments.
Investments in the Money Market Portfolio are neither
insured nor guaranteed by the U.S. Government. Although
the Money Market Portfolio seeks to maintain a stable
net asset value of $1.00 per share, there is no
assurance that it will be able to do so.
Morgan Stanley Real Seeks long-term growth of capital, with current income VKAM
Estate Securities as a secondary consideration, by investing principally
Portfolio in securities of companies operating in the real estate
industry ("Real Estate Securities"). A "real estate
industry company" is a company that derives at least 50%
of its assets (market to market), gross income or net
profits from the ownership, construction, management or
sale of residential, commercial or industrial real
estate.
</TABLE>

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;

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<PAGE> 15

- the death benefit paid on the death of the contract owner, annuitant, or
first of the joint contract 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, and

- other costs of doing business.

Risks we assume include:

- risks 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 or the maximum of all step-up values for the Enhanced Death Benefit
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.

WITHDRAWAL CHARGE

We do not deduct a sales charge from purchase payments when they are made to the
Contract. However, a withdrawal charge will apply if purchase payments (and
credits) are withdrawn before they have been in the contract for 10 years. We
will assess the charge as a percentage of the purchase payment (and credit)
withdrawn as follows:

<TABLE>
<S> <C>
YEARS SINCE PURCHASE
PAYMENT MADE WITHDRAWAL CHARGE
0-4 8%
5 7%
6 6%
7 5%
8 3%
9 2%
10+ 0%
</TABLE>

For purposes of the withdrawal charge calculation, withdrawals are deemed to be
taken first from any free withdrawal amount, next from remaining purchase
payments (on a first-in, first-out basis) and associated credits, and then from
any contract earnings. Unless you instruct us otherwise, we will deduct the
withdrawal charge from the amount requested.

12
<PAGE> 16

We will not deduct a withdrawal charge if if purchase payments are distributed:

- due to the death of the contract owner or the annuitant (with no
contingent annuitant surviving);

- under the Minimum Distribution Program; or

- under the Nursing Home Confinement provision (as described in Appendix
B).

We will not deduct a withdrawal charge from purchase payment credits if paid out
under the Minimum Distribution Program.

FREE WITHDRAWAL ALLOWANCE

Beginning in the second contract year, you may withdraw up to 10% of the
contract value annually. We calculate the available withdrawal amount as of the
end of the previous Contract year. The free withdrawal provision applies to all
partial withdrawals. We reserve the right to not permit the provision on a full
surrender. In Washington state, the free withdrawal provision applies to all
withdrawals.

ADMINISTRATIVE CHARGES

We will deduct an annual contract administrative charge on the fourth Friday of
each August from Contracts with a value of less than $100,000 on that date. This
charge compensates us for expenses incurred in establishing and maintaining the
Contract. The $40 charge is deducted from the contract value by canceling
accumulation units applicable to each variable funding option on a pro rata
basis. For the first contract year this charge will be prorated (i.e.
calculated) from the date of purchase. A prorated charge will also be made if
the Contract is completely withdrawn or terminated. We will not deduct a
contract administrative charge: (1) if the distribution results from the death
of the contract owner or the annuitant with no contingent annuitant surviving,
(2) after an annuity payout has begun, or (3) if the contract value on the date
of assessment equals or is greater than $100,000.

An administrative expense charge (sometimes called "sub-account administrative
charge") is deducted on each business day from amounts allocated to the variable
funding options in order 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.

MORTALITY AND EXPENSE RISK CHARGE

Each business day, the Company deducts a mortality and expense risk ("M&E")
charge from amounts held in the variable funding options. The deduction is
reflected in our calculation of accumulation and annuity unit values. We reserve
the right to lower this charge at any time. If you choose the Standard Death
Benefit, the M&E charge is 1.25% annually. If you choose the Enhanced Death
Benefit, the M&E charge is 1.45% annually.

FUNDING OPTION EXPENSES

The charges and expenses of the funding options are summarized in the fee table
and are described in the accompanying prospectuses.

PREMIUM TAX

Certain state and local governments charge premium taxes ranging from 0% to 5%,
depending upon jurisdiction. The Company is responsible for paying these taxes
and will determine the

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<PAGE> 17

method used to recover premium tax expenses incurred. Where required, we will
deduct any applicable premium taxes from the contract value either upon death,
surrender, annuitization, or at the time purchase payments are made 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 funding options. Transfers are made at the value(s) next
determined after we receive your request at the Home Office. There are no
charges or restrictions on the amount or frequency of transfers currently;
however, we reserve the right to charge a fee for any transfer request, and to
limit the number of transfers to one in any six-month period. Since different
funding options have different expenses, a transfer of contract values from one
funding option to another could result in your investment becoming subject to
higher or lower expenses. After the maturity date, you may make transfers
between funding options only with our consent. Please refer to Appendix B for
information about transfers between the Fixed Account and the funding options.

DOLLAR COST AVERAGING

Dollar cost averaging (or "automated transfers") allows you to transfer a set
dollar amount to other funding options on a monthly or quarterly basis so that
more accumulation units are purchased in a funding option if the cost per unit
is low and less accumulation units are purchased if the cost per unit is high.
Therefore, a lower-than-average cost per unit may be achieved over the long run.

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

You may establish automated transfers from the Fixed Account, subject to certain
restrictions. Automated transfers from the Fixed Account may not deplete your
Fixed Account Value in less than twelve months from your enrollment in the
Dollar Cost Averaging program.

You may start or stop participation in the Dollar Cost Averaging program at any
time, but you must give the Company at least 30 days' notice to change any
automated transfer instructions that are currently in place. All provisions and
terms of the Contract apply to automated transfers, including provisions
relating to the transfer of money between investment options. We reserve the
right to suspend or modify transfer privileges at any time and to assess a
processing fee for this service.

ACCESS TO YOUR MONEY
- --------------------------------------------------------------------------------

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

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<PAGE> 18

We may defer payment of any cash surrender value for a period of up to seven
days after the written request is received, but it is our intent to pay as soon
as possible. We cannot process requests for withdrawal that are not in good
order. We will contact you if there is a deficiency causing a delay and will
advise what is needed to act upon the withdrawal request.

SYSTEMATIC WITHDRAWALS

After the first contract year and before the maturity date, you may choose to
withdraw a specified dollar amount (at least $100) on a monthly, quarterly,
semiannual or annual basis. Any applicable premium taxes and withdrawal charge
will be deducted. To elect systematic withdrawals, you must have a contract
value of at least $15,000 and you must make the election on the form provided by
the Company. We will surrender accumulation units pro rata from all investment
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 at least 30 days' notice must be given to change any systematic
withdrawal instructions that are currently in place.

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

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

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

OWNERSHIP PROVISIONS
- --------------------------------------------------------------------------------

TYPES OF OWNERSHIP

Contract Owner (you). The Contract belongs to the contract owner named in the
Contract (on the Specifications page), or to any other person to whom the
contract is subsequently assigned. An assignment of ownership or a collateral
assignment may be made only 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 the Contract is not assigned.

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.

Joint Owner. For nonqualified contracts only, joint owners (i.e., spouses) may
be named 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. All rights of a joint owner end at
death if the other joint owner survives. If the first joint owner to die is also
the annuitant, the death benefit will be paid to the beneficiary. If the first
joint owner to die is not the annuitant, the entire interest under the contract
will pass to the surviving joint owner.

15
<PAGE> 19

BENEFICIARY

The beneficiary is named by you in a written request. The beneficiary has the
right to receive any remaining contractual benefits upon the death of the
annuitant or the contract owner. If more than one beneficiary survives the
annuitant, they will share equally in benefits unless different shares are
recorded with the Company by written request before the death of the annuitant
or contract owner.

With nonqualified contracts, as discussed under "Death Benefit," the beneficiary
named in the contract may differ from the designated beneficiary (for example,
the joint owner or a contingent annuitant). In such cases, the designated
beneficiary receives the contract benefits (rather than the beneficiary) upon
your death.

Unless an irrevocable beneficiary has been named, 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 Specifications page), and is
the individual on whose life the maturity date and the amount of the monthly
annuity payments depend. The annuitant may not be changed after the contract is
in effect.

For nonqualified Contracts only, where the owner and the annuitant are not the
same person, the contract owner may also name one individual as a contingent
annuitant by written request before the Contract becomes effective. If the
annuitant dies before the maturity date, and a contingent annuitant has been
named, the contingent annuitant becomes the annuitant and the Contract
continues. A contingent annuitant may not be changed, deleted or added after the
Contract becomes effective.

DEATH BENEFIT
- --------------------------------------------------------------------------------

Before the maturity date, when there is no contingent annuitant, a death benefit
is payable when either the annuitant, the contract owner or the first of joint
owners dies. At purchase, you elect either the Standard Death Benefit, or the
Enhanced Death Benefit. The death benefit is calculated at the close of the
business day on which the Company's Home Office receives due proof of death and
written payment instructions.

For both the Standard and Enhanced Death Benefit, we must be notified of the
annuitant's death no later than six months from the date of death in order to
pay the death proceeds as described under "Death Proceeds Before the Maturity
Date." If we are notified more than six months after the death, we will pay
death proceeds equal to the contract value on the death report date, less any
purchase payment credits applied within 12 months of death, less any applicable
premium tax.

DEATH PROCEEDS BEFORE THE MATURITY DATE

STANDARD DEATH BENEFIT: The Company will pay the beneficiary an amount equal to
the greater of (1) and (2) below, each reduced by any applicable premium tax and
withdrawals (and charges) not previously deducted:

1) the contract value, less any purchase payment credits applied within
12 months of the death; or

2) the total purchase payments made under the Contract.

ENHANCED DEATH BENEFIT: The Company will pay the beneficiary a death benefit in
an amount equal to the greatest of (1), (2) or (3) below, each reduced by any
applicable premium tax, withdrawals not previously deducted and any outstanding
loans:

1) the contract value, less any purchase payment credits applied within
12 months of the death;

2) the total purchase payments less any partial withdrawals made under
the Contract; or

16
<PAGE> 20

3) the maximum "step-up value" associated with any contract year
anniversary occurring before the annuitant's 80th birthday.

The original step-up value will equal the initial Purchase Payment. The step-up
value (established on each anniversary) is increased by the amount of any
subsequent purchase payments and reduced by a partial withdrawal reduction for
any withdrawals. On each Contract anniversary before the annuitant's 80th
birthday and before the annuitant's death, if the cash value less any credits
applied within the last 12 months is greater than the step-up value, the step-up
value will be reset to the greater value.

We will not reduce the step-up value on these anniversary recalculations
(provided no surrenders are made on that day). On or after the annuitant's 80th
birthday the only changes made to the step-up value will be for additional
purchase payments or partial surrender reductions. The examples shown below
approximate the level of partial withdrawal reduction.

PARTIAL WITHDRAWAL REDUCTION. On each contract anniversary, a step-up value is
established, and equals the contract value on that day. If you make a partial
surrender, each step-up value is reduced by a partial surrender reduction which
equals (1) the step-up value multiplied by (2) the amount of the partial
surrender divided by the contract value less any credits applied within 12
months of the death before the surrender.

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

50,000 x (10,000/55,000)59,000

Your new step-up value would be 50,000-9,000, or $41,000.

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

50,000 x (10,000/30,000)516,500

Your new step-up value would be 50,000-16,500, or $33,500.

PAYMENT OF PROCEEDS

The process of paying death benefit proceeds under various situations is
described below. 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.

DEATH OF ANNUITANT WHO IS THE CONTRACT OWNER. The Company will pay the proceeds
to the beneficiary(ies), or if none, to the contract owner's estate.

Under a nonqualified contract, the death benefit proceeds must be distributed to
the beneficiary within five years of the contract owner's death. Or, the
beneficiary may elect to receive payments from an annuity which begins within
one year of the contract owner's death and which is payable over the life of the
beneficiary or over a period not exceeding the beneficiary's life expectancy.

Under a nonqualified contract, if the beneficiary is the contract owner's
spouse, he or she may elect to continue the contract as the new contract owner
rather than receiving the distribution. In such case, the distribution rules
applicable when a contract owner dies generally will apply when that spouse, as
contract owner, dies.

DEATH OF ANNUITANT WHO IS NOT THE CONTRACT OWNER (NONQUALIFIED CONTRACTS ONLY).
If there is no contingent annuitant, the Company will pay the death proceeds to
the beneficiary. However, if there is a contingent annuitant, he or she becomes
the annuitant and the Contract continues in effect (generally using the original
maturity date). The proceeds described above will be paid upon the death of the
last surviving contingent annuitant.

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<PAGE> 21

DEATH OF CONTRACT OWNER WHO IS NOT THE ANNUITANT (NONQUALIFIED CONTRACTS ONLY).
The Company will pay the proceeds to any surviving joint owner, or if none, to
the beneficiary(ies), or if none, to the contract owner's estate. If the
surviving joint owner (or if none, the beneficiary) is the Contract Owner's
spouse, he or she may elect to continue the contract as the new contract owner
rather than receiving the distribution.

ENTITY AS OWNER. In the case of a nonqualified Contract owned by a nonnatural
person (e.g. a trust or other entity), the death benefit will be paid only upon
the death of the annuitant.

DEATH PROCEEDS AFTER THE MATURITY DATE

If any 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 plans (annuity options). 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 the Contract has been fully surrendered or the proceeds have been paid to
the beneficiary before that date. Annuity payments are a series of periodic
payments (a) for life; (b) for life with either a minimum number of payments or
a specific amount assured; or (c) for the joint lifetime of the annuitant and
another person, and thereafter during the lifetime of the survivor. We may
require proof that the annuitant is alive before annuity payments are made. Not
all options may be available in all states.

You may choose to annuitize at any time after you purchase the contract. Unless
you elect otherwise, the maturity date will be the annuitant's 90th birthday or
ten years after the effective date of the contract, if later. (For Contracts
issued in Florida, the maturity date elected may not be later than the
annuitant's 90th birthday.)

At least 30 days before the original maturity date, a contract owner may elect
to extend the maturity date to any time prior to the annuitant's 90th birthday
or to a later date with the Company's consent. Certain annuity options taken at
the maturity date may be used to meet the minimum required distribution
requirements of federal tax law, or a program of partial surrenders may be used
instead. These mandatory distribution requirements take effect generally upon
the death of the contract owner, or with qualified contracts upon either the
later of the contract owner's attainment of age 70 1/2 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

When an annuity option is elected, it may be elected as a variable annuity, a
fixed annuity, or a combination of both. If, at the time annuity payments begin,
no election has been made to the contrary, the contract value will be applied to
provide an annuity funded by the same investment 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 annuity payments will be determined. (See "Transfers.")

VARIABLE ANNUITY

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

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<PAGE> 22

DETERMINATION OF FIRST ANNUITY PAYMENT. The Contract contains tables used to
determine the first monthly annuity payment. If a variable annuity is elected,
the amount applied to it will be the value of the funding options as of 14 days
before the date annuity payments begin less any applicable premium taxes not
previously deducted.

The amount of the first monthly payment depends on the annuity option elected
and the annuitant's adjusted age. A formula for determining the adjusted age is
contained in the Contract. The total first monthly annuity payment is determined
by multiplying the benefit per $1,000 of value shown in the Contract tables by
the number of thousands of dollars of Contract value applied to that annuity
option and factors in an assumed daily net investment factor. The Assumed Daily
Net Investment factor corresponds to an annual interest rate of 3%, used to
determine the guaranteed payout risks shown. If investment rates are higher at
the time annuitization is selected, payout rates will be higher than those
shown. Payout rates will not be lower than those shown. The Company reserves the
right to require satisfactory proof of age of any person on whose life annuity
payments are based before making the first payment under any of the payment
options.

DETERMINATION OF SECOND AND SUBSEQUENT ANNUITY PAYMENTS. The dollar amount of
all subsequent annuity payments changes from month to month based on the
investment experience of the applicable funding options. The total amount of
each annuity payment will be equal to the sum of the basic payments in each
funding option. The actual amounts of these payments are determined by
multiplying the number of annuity units credited to each funding option by the
corresponding annuity unit value as of the date 14 days before the date the
payment is due.

FIXED ANNUITY

You may choose a fixed annuity that provides payments which do not vary during
the annuity period. We will calculate the dollar amount of the first fixed
annuity payment as described under "Variable Annuity," except that the amount
applied to begin the annuity will be the contract value, determined as of the
date annuity payments begin. 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 Joint 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. The amount applied to
begin an annuity option will be the contract value as of the date the payments
begin, less any applicable premium taxes not previously deducted. (Certain
states may have different requirements that we will honor.)

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<PAGE> 23

On the maturity date, we will pay the amount due under the Contract in one lump
sum, or in accordance with the payment option that you select. 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, all or any
part of the cash surrender value may be paid under one or more of the following
annuity options. Payments under the annuity options may be elected on a monthly,
quarterly, semiannual or annual 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. One will be designated the primary payee, the
other will be designated the secondary payee. On the death of the secondary
payee, the Company will continue to make monthly annuity payments to the primary
payee in the same amount that would have been payable during the joint lifetime
of the two persons. On the death of the primary payee, the Company will continue
to make annuity payments to the secondary payee in an amount equal to 50% of the
payments which would have been made during the lifetime of the primary payee. No
further payments will be made once both payees have died.

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

MISCELLANEOUS CONTRACT PROVISIONS
- --------------------------------------------------------------------------------

RIGHT TO RETURN

You may return the Contract for a full refund of the contract value (including
charges, less any credits applied) within twenty days after you receive it (the
"right to return period"). You bear the investment risk during the right to
return period; therefore, the contract value returned may be greater or less
than your purchase payment. If the Contract is purchased as an Individual
Retirement Annuity, and is returned within the first seven days after delivery,
your purchase payment will be refunded in full; during the remainder of the
right to return period, the contract value (including charges, less any credits
applied) will be refunded. The contract value will be determined following the
close of the business day on which we receive a written request for a refund.
Where state law requires a longer period, or the return of purchase payments or
other variations of this provision, the Company will comply. Refer to your
Contract for any state-specific information.

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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 the contract value as of that date is less than $2,000 and
no purchase payments have been made for at least two years, unless otherwise
specified by state law. Termination will not occur until 31 days after the
Company has mailed notice of termination to the contract owner's last known
address and to any assignee of record. If the Contract is terminated, we will
pay you the contract value (minus any credits applied within 12 months of
termination) less any applicable premium tax, and any applicable administrative
charge.

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.

TRANSFERS OF CONTRACT VALUES TO OTHER ANNUITIES

Where state law permits, we may allow contract owners to transfer their contract
values into other annuities offered by us or our affiliated insurance companies
under rules then in effect.

THE SEPARATE ACCOUNT
- --------------------------------------------------------------------------------

The Travelers Fund BD IV For Variable Annuities was established on March 27,
1997 and is registered with the SEC as a unit investment trust (separate
account) under the Investment Company Act of 1940, as amended (the "1940 Act").
The assets of the Separate Account will be invested exclusively in the shares of
the variable funding options.

The assets of the Separate Account are held for the exclusive benefit of the
owners of this 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 which the Company 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. All such income and/or distributions are reinvested 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.

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PERFORMANCE INFORMATION

From time to time, we may advertise several types of historical performance for
the Contract's funding options. Once we have a year's worth of performance
history, we may advertise the "standardized average annual total returns" of the
funding option, calculated in a manner prescribed by the SEC. Beginning
immediately, we may advertise the "nonstandardized total return," as described
below. Specific examples of the performance information appear in the SAI.

STANDARDIZED METHOD. Quotations of average annual total returns are computed
according to a formula in which a hypothetical initial investment of $1,000 is
applied to the funding option, and then related to ending redeemable values over
one-, five-, and ten-year periods, or for a period covering the time during
which the funding option has been in existence, if less. These quotations
reflect the deduction of all recurring charges during each period (on a pro rata
basis in the case of fractional periods). The deduction for the annual
administrative charge is converted to a percentage of assets based on the actual
fee collected (or anticipated to be collected, if a new product), divided by the
average net assets for Contracts sold (or anticipated to be sold).

NONSTANDARDIZED METHOD. Nonstandardized "total returns" will be calculated in a
similar manner based on the performance of the funding options over a period of
time, usually for the calendar year-to-date, and for the past one-, three-,
five- and ten-year periods. Nonstandardized total returns will not reflect the
deduction of the annual contract administrative charge, which, if reflected,
would decrease the level of performance shown.

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

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 and the S&P 400 Index, the Lehman
Brothers Long T-Bond Index, the Russell 1000, 2000 and 3000 Indices, the Value
Line Index, and the Morgan Stanley Capital International's EAFE Index).
Advertisements may also include published editorial comments and performance
rankings compiled by independent organizations (including, but not limited to,
Lipper Analytical Services, Inc. and Morningstar, Inc.) and publications that
monitor the performance of the Separate Account and the variable funding
options.

FEDERAL TAX CONSIDERATIONS
- --------------------------------------------------------------------------------

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

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.

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<PAGE> 26

TYPES OF CONTRACTS: QUALIFIED OR NONQUALIFIED

If you purchase an annuity contract with proceeds of an eligible rollover
distribution from any pension plan, specially sponsored program, or individual
retirement annuity (IRA) with pre-tax dollars, your contract is referred to as a
qualified contract. Some examples of qualified contracts are: IRAs, 403(b)
annuities, pension and profit-sharing plans (including 401(k) plans), Keogh
Plans, and certain other qualified deferred compensation plans. 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.

NONQUALIFIED ANNUITY CONTRACTS

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. 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 includible in income
annually. Furthermore, for contracts issued after April 22, 1987, if you
transfer the contract without adequate consideration all deferred increases in
value will be includible 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 includible in your 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.

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
surviving joint owner, or the beneficiary, will have to pay taxes prior to
distribution. The distribution required depends, among other things, upon
whether an annuity option is elected or whether the new 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.

QUALIFIED ANNUITY CONTRACTS

Under a qualified annuity, since amounts paid into the contract have not yet
been taxed, the full amount of all distributions, including lump-sum withdrawals
and annuity payments, are 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.

PENALTY TAX FOR PREMATURE DISTRIBUTIONS

Taxable distributions taken before the contract owner has reached the age of
59 1/2 will be subject to a 10% additional tax penalty unless the distribution
is taken in a series of periodic distributions,

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<PAGE> 27

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.

DIVERSIFICATION REQUIREMENTS FOR VARIABLE ANNUITIES

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

OWNERSHIP OF THE INVESTMENTS

Assets in the separate accounts, also referred to as segregated asset accounts,
must be owned by the Company and not by the Contract Owner for federal income
tax purposes. Otherwise, the deferral of taxes is lost and income and gains from
the accounts would be includable annually in the Contract Owner's gross income.

The Internal Revenue Service has stated in published rulings that a variable
contract owner will be considered the owner of the assets of a segregated asset
account if the owner possesses an incident of ownership in those assets, such as
the ability to exercise investment control over the assets. The Treasury
Department announced, in connection with the issuance of temporary regulations
concerning investment diversification, that those regulations "do not provide
guidance concerning the circumstances in which investor control of the
investments of a segregated asset account may cause the investor, rather than
the insurance company, to be treated as the owner of the assets of the account."
This announcement, dated September 15, 1986, also stated that the guidance would
be issued by way of regulations or rulings on the "extent to which policyholders
may direct their investments to particular subaccounts [of a segregated asset
account] without being treated as owners of the underlying assets." As of the
date of this prospectus, no such guidance has been issued.

The Company does not know if such guidance will be issued, or if it is, what
standards it may set. Furthermore, the Company does not know if such guidance
may be issued with retroactive effect. New regulations are generally issued with
a prospective-only effect as to future sales or as to future voluntary
transactions in existing contracts. The Company therefore reserves the right to
modify the contract as necessary to attempt to prevent Contract Owners from
being considered the owner of the assets of the separate account.

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS

Federal tax law requires that minimum annual distributions begin by April 1st of
the calendar year following the calendar year in which an IRA owner attains age
70 1/2. Participants in qualified plans and 403(b) annuities may defer minimum
distributions until the later of April 1st of the calendar year following the
calendar year in which they attain age 70 1/2 or the year of retirement.
Distributions must begin or be continued according to required patterns
following
the death of the contract owner or annuitant of both qualified and nonqualified
annuities.

OTHER INFORMATION
- --------------------------------------------------------------------------------

THE INSURANCE COMPANY

The Travelers Life and Annuity Company is a stock insurance company chartered in
1973 in Connecticut and continuously engaged in the insurance business since
that time. It is licensed to conduct life insurance business in a majority of
the states of the United States and intends to seek licensure in the remaining
states, except New York. The Company is an indirect wholly owned

24
<PAGE> 28

subsidiary of Citigroup Inc. The Company's Home Office is located at One Tower
Square, Hartford, Connecticut 06183.

FINANCIAL STATEMENTS

The financial statements for the insurance company are located in the Statement
of Additional Information. The financial statements for the separate account
will be made available through annual reports to shareholders. These reports are
accessible through the SEC's website that appears on the first page of the
prospectus.

IMSA

The Company is a member of the Insurance Marketplace Standards Association
("IMSA"), and as such may use the IMSA logo and IMSA membership in its
advertisements. Companies that belong to IMSA subscribe to a set of ethical
standards covering the various aspects of sales and service for individually
sold life insurance and annuities. IMSA members have adopted policies and
procedures that demonstrate a commitment to honesty, fairness and integrity in
all customer contacts involving the sale and service of individual life
insurance and annuity products.

YEAR 2000 COMPLIANCE

The Company is highly dependent on computer systems and system applications for
conducting its ongoing business functions. In 1996, the Company began the
process of identifying, assessing and implementing changes to computer programs
to address the year 2000 issue and developed a comprehensive plan to address the
issue. The issue involves the ability of computer systems that have time
sensitive programs to recognize properly the year 2000. The inability to do so
could result in major failures or miscalculations that would disrupt the
Company's ability to meet its customer and other obligations on a timely basis.

The Company is in the process of implementing necessary changes, in accordance
with its Year 2000 plan, to bring all its critical business systems into year
2000 compliance by year end 1998. As part of, and following achievement of year
2000 compliance, systems have been, and will continue to be, subjected to a
certification process which validates the renovated code before it is certified
for use in production. In addition, the Company is developing contingency plans
to be used in the event of an unexpected failure, which may result from the
complex interrelationships among our clients, business partners, and other
parties upon whom it relies.

The total cost associated with the required modifications and conversions, which
are expensed as incurred, is not expected to have a material effect on its
financial position, results of operations or liquidity. The Company also has
third party customers, financial institutions, vendors and others with which it
conducts business and has communicated with them on their plans to address and
resolve year 2000 issues on a timely basis. While it is likely that these
efforts by third party vendors will be successful, it is possible that a series
of failures by third parties could have a material adverse effect on the
Company's results of operations in future years.

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

The Company intends to sell the Contracts in all jurisdictions where it is
licensed to do business and where the Contract is approved. The Contracts will
be sold by life insurance sales agents who represent the Company, and who are
licensed registered representatives of the Company or certain other registered
broker-dealers. The up front compensation paid to sales representatives will not
exceed 7% of the payments made under the Contracts. If "trail" compensation is
paid, it will not exceed 2% annually, of the average account value.

From time to time, the Company may pay or permit other promotional incentives,
in cash, credit or other compensation.

Any sales representative or employee will have been qualified to sell variable
annuities under applicable federal and state laws. Each broker-dealer is
registered with the SEC under the Securities Exchange Act of 1934, and all are
members of the NASD. The principal underwriter for the

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<PAGE> 29

Contracts is CFBDS, Inc., 21 Milk St., Boston MA. CFBDS, Inc. is not affiliated
with the Company or the Separate Account.

CONFORMITY WITH STATE AND FEDERAL LAWS

The Contract is governed by the laws of the state in which it is delivered. Any
paid-up annuity, contract 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 the Contract is delivered. 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 funding options. However, we
believe that when a funding option 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. When we receive those instructions, we
will vote all of the shares we own in proportion to those instructions. This
will also include any shares we own on our own behalf. Should we determine that
we are no longer required to comply with the above, we will vote on the shares
in our own right.

LEGAL PROCEEDINGS AND OPINIONS

There are no pending material legal proceedings affecting the Separate Account,
the Principal Underwriter or the Company. 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 Company, its
authority to issue variable annuity contracts under Connecticut law and the
validity of the forms of the variable annuity contracts under Connecticut law,
have been passed on by the General Counsel of the Company.

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<PAGE> 30

APPENDIX A
- --------------------------------------------------------------------------------

THE FIXED ACCOUNT

The Fixed Account is secured by part of the general assets of the Company. The
general assets of the Company 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 portion of the contract
owner's 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 surrenders.

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. Neither the general account nor any interest
therein is registered under, nor 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.

The initial rate for any allocations into the Fixed Account is guaranteed for
one year from the date of such allocation. Subsequent renewal rates will be
guaranteed for the calendar quarter. We also guarantee that for the life of the
Contract we will credit interest at not less than 3% per year. Any interest
credited to amounts allocated to the Fixed Account in excess of 3% per year will
be determined in our sole discretion. You assume the risk that interest credited
to the Fixed Account may not exceed the minimum guarantee of 3% for any given
year.

TRANSFERS

You may make transfers from the Fixed Account to any other available funding
option(s) twice a year during the 30 days following the semiannual anniversary
of the contract effective date. The transfers are limited to an amount of up to
15% of the Fixed Account Value on the semiannual contract effective date
anniversary. (This restriction does not apply to transfers under the Dollar Cost
Averaging Program.) Amounts previously transferred from the Fixed Account to
other 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.

Automated transfers from the Fixed Account to any of the funding options may
begin at any time. Automated transfers from the Fixed Account may not deplete
your Fixed Account value in a period of less than twelve months from your
enrollment in the Dollar Cost Averaging Program.

A-1
<PAGE> 31

APPENDIX B
- --------------------------------------------------------------------------------

WAIVER OF WITHDRAWAL CHARGE FOR NURSING HOME CONFINEMENT
(AVAILABLE ONLY IF ENHANCED DEATH BENEFIT IS ELECTED.)

(This waiver is not available if the Annuitant is age 71
or older on the date the Contract is issued.)

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

An Eligible Nursing Home is defined as an institution or special nursing unit of
a hospital which:

(a) is Medicare approved as a provider of skilled nursing care services; and

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

Meets all of the following standards:

(a) is licensed as a nursing care facility by the state in which it is licensed;

(b) is either a freestanding facility or a distinct part of another facility
such as a ward, wing, unit or swing-bed of a hospital or other facility;

(d) provides, as a primary function, nursing care and room and board; and
charges for these services;

(e) provides care under the supervision of a licensed physician, registered
nurse (RN) or licensed practical nurse (LPN);

(f) may provide care by a licensed physical, respiratory, occupational or speech
therapist; and

(g) is not, other than in name only, an acute care hospital, a home for the
aged, a retirement home, a rest home, a community living center, or a place
mainly for the treatment of alcoholism, mental illness or drug abuse.

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

The maximum withdrawal amount for which we will waive the Withdrawal Charge is
the contract value on the next valuation date following written proof of claim,
less any purchase payments made within a one-year period before confinement in
an Eligible Nursing Home begins, less any purchase payments made on or after the
Annuitant's 71st birthday.

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

B-1
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APPENDIX C
- --------------------------------------------------------------------------------

CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

The Statement of Additional Information contains more specific information and
financial statements relating to 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 Management Agreement
Valuation of Assets
Performance Information
Mixed and Shared Funding
Federal Tax Considerations
Independent Accountants
Financial Statements

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

Copies of the Statement of Additional Information dated ________ , 1999 (Form
No. L-212625) are available without charge. To request a copy, please clip this
coupon on the dotted line above, enter your name and address in the spaces
provided below, and mail to: The Travelers Life and Annuity Company, Annuity
Investor Services, One Tower Square, Hartford, Connecticut 06183.

Name:
- ----------------------------------------

Address:
- ----------------------------------------

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

C-1
<PAGE> 33

THIS PAGE INTENTIONALLY LEFT BLANK.
<PAGE> 34

L-21262 , 1999
<PAGE> 35

PART B

Information Required in a Statement of Additional Information

<PAGE> 36

TRAVELERS BONUS PRODUCT

STATEMENT OF ADDITIONAL INFORMATION

dated

_____, 1999

for

THE TRAVELERS FUND BD IV FOR VARIABLE ANNUITIES

ISSUED BY

THE TRAVELERS LIFE AND ANNUITY COMPANY

This Statement of Additional Information ("SAI") is not a prospectus but relates
to, and should be read in conjunction with, the Variable Annuity Contract
Prospectus dated _______, 1999. A copy of the Prospectus may be obtained by
writing to The Travelers Life and Annuity Company, Annuity Services, One Tower
Square, Hartford, Connecticut 06183-8036, or by calling (800) 599-9460.

TABLE OF CONTENTS

THE INSURANCE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . 1

PRINCIPAL UNDERWRITER . . . . . . . . . . . . . . . . . . . . . . . . . 1

DISTRIBUTION AND MANAGEMENT AGREEMENT . . . . . . . . . . . . . . . . . . 1

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

MIXED AND SHARED FUNDING . . . . . . . . . . . . . . . . . . . . . . . . 3

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

FEDERAL TAX CONSIDERATIONS . . . . . . . . . . . .. . . . . . . . . . . . 7

INDEPENDENT ACCOUNTANTS. . . . . . . . . . . . . . . . . . . . . . . . . . 10

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

<PAGE> 37
THE INSURANCE COMPANY

The Travelers Life and Annuity Company (the "Company") is a stock
insurance company chartered in 1973 in Connecticut. It is a wholly owned
subsidiary of The Travelers Insurance Company, which is indirectly owned,
through a wholly owned subsidiary, by Citigroup Inc. Citigroup Inc. consists of
businesses that produce a broad range of financial services, including asset
management, banking and consumer finance, credit and charge cards, insurance,
investments, investment banking and trading. Among its businesses are Citibank,
Commercial Credit, Primerica Financial Services, Salomon Smith Barney, Salomon
Smith Barney Asset Management, and Travelers Property Casualty.

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

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

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

PRINCIPAL UNDERWRITER

CFBDS, Inc. serves as principal underwriter for the Separate Account
and the Contracts. The offering is continuous. CFBDS's principal executive
offices are located at 21 Milk St., Boston, MA 02109.

DISTRIBUTION AND MANAGEMENT AGREEMENT

Under the terms of the Distribution and Management Agreement among the
Separate Account, the Company and the Principal Underwriter, the Company
provides all administrative services and mortality and expense risk guarantees
related to variable annuity contracts sold by the Company in connection with the
Separate Account. The Principal Underwriter performs the sales functions related
to the Contracts. The Company reimburses CFBDS for commissions paid, other sales
expenses and certain overhead expenses connected with sales functions. The
Company also pays all costs (including costs associated with the preparation of
sales literature); all costs of qualifying the Separate Account and the variable
annuity contract with regulatory authorities; the costs of proxy solicitation;
and all

1
<PAGE> 38
custodian, accountant's and legal fees. The Company also provides without cost
to the Separate Account all necessary office space, facilities, and personnel to
manage its affairs.

VALUATION OF ASSETS

FUNDING OPTIONS: The value of the assets of each funding option is determined on
each business day as of the close of the New York Stock Exchange. Each security
traded on a national securities exchange is valued at the last reported sale
price on the business day. If there has been no sale on that day, then the value
of the security is taken to be the mean between the reported bid and asked
prices on the business day or on the basis of quotations received from a
reputable broker or any other recognized source.

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

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

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

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

(a) = investment income plus capital gains and losses (whether realized or
unrealized);
(b) = any deduction for applicable taxes (presently zero); and
(c) = the value of the assets of the funding option at the beginning of the
valuation period.

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

2
<PAGE> 39
ACCUMULATION UNIT VALUE. The value of the accumulation unit for each funding
option was initially established at $1.00. The value of an accumulation unit on
any business day is determined by multiplying the value on the preceding
business day by the net investment factor for the valuation period just ended.
The net investment factor is calculated for each funding option and takes into
account the investment performance, expenses and the deduction of certain
expenses.

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

MIXED AND SHARED FUNDING

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

PERFORMANCE INFORMATION

From time to time, the Company may advertise several types of
historical performance for the Funding Options of the Separate Account. Once we
have a year's worth of performance history, we may advertise the "standardized
average annual total returns" of the Funding Option, calculated in a manner
prescribed by the Securities and Exchange Commission. Beginning immediately, we
may advertise the "nonstandardized total return," as described below.

STANDARDIZED METHOD. Quotations of average annual total returns are
computed according to a formula in which a hypothetical initial investment of
$1,000 is applied to the Funding Option, and then related to ending redeemable
values over one-, five-, and ten-year periods, or for a period covering the time
during which the Funding Option has been in existence, if less. If a Funding
Option has been in existence for less than one year, the "since inception" total
return performance quotations are year-to-date and are not average annual total
returns. These quotations reflect the deduction of all recurring charges during
each period (on a pro rata basis in the case of fractional periods). The
deduction for the annual contract administrative charge is converted to a
percentage of assets based on the actual fee collected (or anticipated to be
collected, if a new product), divided by the average net assets for contracts
sold (or anticipated to be sold) under the Prospectus to which this

3
<PAGE> 40
Statement of Additional Information relates. Each quotation assumes a total
redemption at the end of each period.

NONSTANDARDIZED METHOD. Nonstandardized "total returns" will be
calculated in a similar manner based on the performance of the Funding Options
over a period of time, usually for the calendar year-to-date, and for the past
one-, three-, five- and ten-year periods. Nonstandardized total returns will not
reflect annual contract administrative charge, which, if reflected, would
decrease the level of performance shown.

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

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 and 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 Funding Options.

Average annual total returns for each of the Funding Options (excluding
Money Market Portfolio) computed according to nonstandardized method for the
period ending December 31, 1997 are set forth in the following table. ACTUAL
RETURNS FOR THE SEPARATE ACCOUNT ARE NOT AVAILABLE, SINCE THE SEPARATE ACCOUNT
IS NEW AND THEREFORE HAS NO INVESTMENT HISTORY. However, average annual total
returns have been calculated using each funding option's investment performance
since inception.

4
<PAGE> 41
TRAVELERS BONUS PRODUCT
NONSTANDARDIZED PERFORMANCE AS OF 12/31/1998
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NONSTANDARDIZED
(TAKING INTO ACCOUNT ALL NONSTANDARDIZED
CHARGES AND FEES EXCEPT WITHDRAWAL AND (TAKING INTO ACCOUNT ALL
CONTRACT ADMINISTRATIVE CHARGE) CHARGES AND FEES)
----------------------------------- ----------------------------
10 YEAR 10 YEAR FUND
OR OR INCEPTION
STANDARD DEATH BENEFIT (1) 1 YEAR 3 YEAR 5 YEAR INCEPTION 1 YEAR 5 YEAR INCEPTION DATE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MORGAN STANLEY ASSET MANAGEMENT INC.
MAS Mid Cap Value Portfolio 38.75%* 38.60%* 1/2/1997
MAS Value Portfolio 19.10%* 18.95%* 1/2/1997
Morgan Stanley Emerging Markets Equity Portfolio -1.29% -2.96%* -1.43% -3.07%* 10/1/1996
Morgan Stanley Global Equity Portfolio 18.17%* 18.02%* 1/3/1997
Morgan Stanley Real Estate Securities Portfolio 19.59% 25.84%* 19.45% 25.72%* 7/3/1995

SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
Salomon Brothers Capital Fund 2/17/1998
Salomon Brothers High Yield Bond Fund 5/1/1998
Salomon Brothers Investors Fund 2/17/1998
Salomon Brothers Strategic Bond Fund 2/17/1998

VAN KAMPEN LIFE INVESTMENT TRUST
Van Kampen Domestic Income 10.15% 11.36% 8.29% 6.57% 10.01% 8.20% 6.53% 11/4/1987
Van Kampen Emerging Growth 18.54% 20.13%* 18.39% 20.02%* 7/3/1995
Van Kampen Enterprise Portfolio 28.63% 28.65% 16.78% 15.37% 28.47% 16.70% 10.38% 4/7/1986
Van Kampen Government Portfolio 7.89% 7.72% 4.49% 6.46% 7.75% 4.41% 6.35% 4/7/1986
Van Kampen Growth and Income 19.66% 18.81%* 19.52% 18.67%* 12/23/1996
Van Kampen Money Market Portfolio 3.40% 3.46% 2.70% 3.82% 3.26% 2.61% 3.79% 4/7/1986
</TABLE>

5
<PAGE> 42
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NONSTANDARDIZED
(TAKING INTO ACCOUNT ALL NONSTANDARDIZED
CHARGES AND FEES EXCEPT WITHDRAWAL (TAKING INTO ACCOUNT ALL
AND CONTRACT ADMINISTRATIVE CHARGE) CHARGES AND FEES)
----------------------------------- ---------------------------
10 YEAR 10 YEAR FUND
OR OR INCEPTION
ENHANCED DEATH BENEFIT(2) 1 YEAR 3 YEAR 5 YEAR INCEPTION 1 YEAR 5 YEAR INCEPTION DATE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MORGAN STANLEY ASSET MANAGEMENT INC.
MAS Mid Cap Value Portfolio 38.55%* 38.39%* 1/2/1997
MAS Value Portfolio 18.92%* 18.77%* 1/2/1997
Morgan Stanley Emerging Markets Equity Portfolio -1.44% -3.11%* -1.57% -3.21%* 10/1/1996
Morgan Stanley Global Equity Portfolio 18.00%* 17.85%* 1/3/1997
Morgan Stanley Real Estate Securities Portfolio 19.42% 25.66%* 19.27% 25.53%* 7/3/1995
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
Salomon Brothers Capital Fund 2/17/1998
Salomon Brothers High Yield Bond Fund 5/1/1998
Salomon Brothers Investors Fund 2/17/1998
Salomon Brothers Strategic Bond Fund 2/17/1998
VAN KAMPEN LIFE INVESTMENT TRUST
Van Kampen Domestic Income 9.98% 11.20% 8.12% 6.41% 9.84% 8.04% 6.37% 11/4/1987
Van Kampen Emerging Growth 18.36% 19.96%* 18.22% 19.84%* 7/3/1995
Van Kampen Enterprise Portfolio 28.44% 28.46% 16.61% 15.20% 28.29% 16.52% 10.22% 4/7/1986
Van Kampen Government Portfolio 7.72% 7.56% 4.33% 6.30% 7.59% 4.25% 6.19% 4/7/1986
Van Kampen Growth and Income 19.49% 18.64%* 19.34% 18.49%* 12/23/1996
Van Kampen Money Market Portfolio 3.24% 3.31% 2.54% 3.66% 3.11% 2.46% 3.63% 4/7/1986
</TABLE>

* Reflects performance since inception

(1) Reflects maximum total asset based fees of 1.60% comprised of 1.45%
mortality and expense charge and 0.15% sub-account administrative charge;
the mortality and expense risk charge reduces to 1.4% at the end of the
6th contract year

(2) Reflects maximum total asset based fees of 1.75% comprised of 1.60%
mortality and expense charge and 0.15% sub-account administrative charge;
the mortality and expense risk charge reduces to 1.40% at the end of the
6th contract year

6
<PAGE> 43
FEDERAL TAX CONSIDERATIONS

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

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS

Federal tax law requires that minimum annual distributions begin by
April 1st of the calendar year following the calendar year in which a
participant under a qualified plan, a Section 403(b) annuity, or an IRA attains
age 70 1/2. Distributions must also begin or be continued according to required
patterns following the death of the contract owner or the annuitant.

NONQUALIFIED ANNUITY CONTRACTS

Individuals may purchase tax-deferred annuities without tax law funding
limits. The purchase payments receive no tax benefit, deduction or deferral, but
increases in the value of the contract are generally deferred from tax until
distribution. If a nonqualified annuity is owned by other than an individual,
however, (e.g., by a corporation), the increases in value attributable to
purchase payments made after February 28, 1986 are includable in income
annually. Furthermore, for contracts issued after April 22, 1987, all deferred
increases in value will be includable in the income of a contract owner when the
contract owner transfers the contract without adequate consideration.

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

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

The 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. Failure to meet these requirements
will cause the surviving joint owner, or the beneficiary, to lose the tax
benefits associated with annuity contracts, i.e., primarily the tax deferral
prior to distribution. The distribution required depends, among other things,
upon whether an annuity option is elected or whether the new contract owner is
the surviving spouse. Contracts will be administered by the Company in
accordance with these rules and the Company will make a notification when
payments should be commenced.

7
<PAGE> 44
INDIVIDUAL RETIREMENT ANNUITIES

To the extent of earned income for the year and not exceeding $2,000
per individual, an individual may make deductible contributions to an individual
retirement annuity (IRA). There are certain limits on the deductible amount
based on the adjusted gross income of the individual and spouse and based on
their participation in a retirement plan. If an individual is married and the
spouse does not have earned income, the individual may establish IRAs for the
individual and spouse. Purchase payments may then be made annually into IRAs for
both spouses in the maximum amount of 100% of earned income up to a combined
limit of $4,000.

The Code provides for the purchase of a Simplified Employee Pension
(SEP) plan. A SEP is funded through an IRA with an annual employer contribution
limit of 15% of compensation up to $30,000 for each participant.

SIMPLE Plan IRA Form

Effective January 1, 1997, employers may establish a savings incentive
match plan for employees ("SIMPLE plan") under which employees can make elective
salary reduction contributions to an IRA based on a percentage of compensation
of up to $6,000. (Alternatively, the employer can establish a SIMPLE cash or
deferred arrangement under IRS Section 401(k)). Under a SIMPLE plan IRA, the
employer must either make a matching contribution of 100% on the first 3% or 7%
contribution for all eligible employees. Early withdrawals are subject to the
10% early withdrawal penalty generally applicable to IRAs, except that an early
withdrawal by an employee under a SIMPLE plan IRA, within the first two years of
participation, shall be subject to a 25% early withdrawal tax.

ROTH IRAS

Effective January 1, 1998, Section 408A of the Code permits certain
individuals to contribute to a Roth IRA. Eligibility to make contributions is
based upon income, and the applicable limits vary based on marital status and/or
whether the contribution is a rollover contribution from another IRA or an
annual contribution. Contributions to a Roth IRA, which are subject to certain
limitations ($2,000 per year for annual contributions), are not deductible and
must be made in cash or as a rollover or transfer from another Roth IRA or other
IRA. A conversion of a "traditional" IRA to a Roth IRA may be subject to tax and
other special rules apply. You should consult a tax adviser before combining any
converted amounts with other Roth IRA contributions, including any other
conversion amounts from other tax years.

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

QUALIFIED PENSION AND PROFIT-SHARING PLANS

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

8
<PAGE> 45
Distributions are taxable to the participant or beneficiary as ordinary
income in the year of receipt. Any distribution that is considered the
participant's "investment in the contract" is treated as a return of capital and
is not taxable. Certain lump-sum distributions may be eligible for special
forward averaging tax treatment for certain classes of individuals.

FEDERAL INCOME TAX WITHHOLDING

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

1. ELIGIBLE ROLLOVER DISTRIBUTION FROM SECTION 403(b) PLANS OR ARRANGEMENTS
OR FROM QUALIFIED PENSION AND PROFIT-SHARING PLANS

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

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

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

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

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

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

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

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

The portion of a periodic distribution which constitutes taxable income
will be subject to federal income tax withholding under the wage withholding
tables as if the recipient were married claiming three exemptions. A recipient
may elect not to have income taxes withheld or have income taxes withheld at a
different rate by providing a completed election form. Election forms will be
provided at the time distributions are requested. This form of withholding
applies to all annuity

9
<PAGE> 46
programs. As of January 1, 1998, a recipient receiving periodic payments (e.g.,
monthly or annual payments under an annuity option) which total $15,200 or less
per year, will generally be exempt from periodic withholding.

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

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

INDEPENDENT ACCOUNTANTS:

The financial statements of The Travelers Life and Annuity Company as
of December 31, 1997 and 1996, and for each of the years in the three-year
period ended December 31, 1997, have been included herein in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants,
appearing elsewhere herein, and upon the authority of said firm as experts in
accounting and auditing.

Since there were no assets in the Separate Account as of December 31,
1998, there are no financial statements.

10
<PAGE> 47

STATEMENT OF ADDITIONAL INFORMATION
FUND BD IV

BONUS PRODUCT

Individual Variable Annuity Contract
issued by

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

L-XXXXX ______, 1999
11
<PAGE> 48

PART C

Other Information

Item 24. Financial Statements and Exhibits

(a) The financial statements of the Registrant will not be provided since the
Registrant will have no assets as of the effective date of the
Registration Statement.

The financial statements of The Travelers Life and Annuity Company and
the report of Independent Accountants, are contained in the Statement of
Additional Information. The financial statements of The Travelers Life
and Annuity Company include:

To be filed by amendment

(b) EXHIBITS

1. Resolution of The Travelers Life and Annuity Company Board of Directors
authorizing the establishment of the Registrant. (Incorporated herein by
reference to Exhibit 1 to the Registration Statement on Form N-4, File
No. 333-27687, filed May 23, 1997.)

2. Not Applicable.

3(a). Distribution and Principal Underwriting Agreement among the Registrant,
The Travelers Life and Annuity Company and CFBDS, Inc. (Incorporated
herein by reference to Exhibit 3(a) to the Registration Statement on Form
N-4, File No. 333-60215 filed November 9, 1998.)

3(b). Form of Selling Agreement. (Incorporated herein by reference to Exhibit
3(b) to the Registration Statement on Form N-4, File No. 333-60215, filed
November 9, 1998.)

4. Variable Annuity Contract.

5. Application. To be filed by amendment.

6(a). Charter of The Travelers Life and Annuity Company, as amended on April
10, 1990. (Incorporated herein by reference to Exhibit 6(a) to
Registration Statement on Form N-4, File No. 333-40191, filed November
13, 1998.)

6(b). By-Laws of The Travelers Life and Annuity Company, as amended on October
20, 1994. (Incorporated herein by reference to Exhibit 6(b) to the
Registration Statement on Form N-4, File No. 333-40191, filed November
13, 1998.)

9. Opinion of Counsel as to the legality of securities being registered.

10. Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants. To be filed by amendment.

13. Computation of Total Return Calculations - Standardized and
Non-Standardized. To be filed by amendment.

15(a). Powers of Attorney authorizing Ernest J. Wright or Kathleen A. McGah as
signatory for Michael A. Carpenter, Jay S. Benet, George C. Kokulis,
Robert I. Lipp, Ian R. Stuart, Katherine M. Sullivan and Marc P. Weill.
(Incorporated herein by reference to Exhibit 15(a) to the Registration
Statement on Form N-4, filed May 23, 1997.)

<PAGE> 49

15(b). Power of Attorney authorizing Ernest J. Wright or Kathleen A. McGah as
signatory for J. Eric Daniels and Jay S. Benet.

Item 25. Directors and Officers of the Depositor

<TABLE>
<CAPTION>
Name and Principal Positions and Offices
Business Address with Insurance Company
- ---------------- ----------------------
<S> <C>
Michael A. Carpenter* Director, Chairman of the Board
J. Eric Daniels** Director, President and Chief Executive Officer
Jay S. Benet** Director and Senior Vice President
Chief Financial Officer, Chief Accounting Officer
and Controller
George C. Kokulis** Director and Senior Vice President
Robert I. Lipp** Director
Katherine M. Sullivan** Director and Senior Vice President
and General Counsel
Marc P. Weill* Director and Senior Vice President
Stuart Baritz*** Senior Vice President
Elizabeth C. Georgakopoulos** Senior Vice President
Barry Jacobson** Senior Vice President
Russell H. Johnson** Senior Vice President
Warren H. May** Senior Vice President
Christine M. Modie** Senior Vice President
David A. Tyson** Senior Vice President
F. Denney Voss* Senior Vice President
Ambrose J. Murphy** Deputy General Counsel
Paula Burton** Vice President
Virginia M. Meany** Vice President
Selig Ehrlich** Vice President and Actuary
Ernest J. Wright** Vice President and Secretary
Kathleen A. McGah** Assistant Secretary and Counsel
Donald R. Munson, Jr.** Second Vice President
</TABLE>

<TABLE>
<S> <C> <C> <C>
Principal Business Address:
* Citigroup Inc. ** The Travelers Life and Annuity Company
388 Greenwich Street One Tower Square
New York, NY 10013 Hartford, CT 06183

*** Travelers Portfolio Group
1345 Avenue of the Americas
New York, NY 10105
</TABLE>

Item 26. Persons Controlled by or Under Common Control with the Depositor or
Registrant

To be filed by amendment.

Item 27. Number of Contract Owners

Not Applicable.

<PAGE> 50

Item 28. Indemnification

Sections 33-770 to 33-778, inclusive of the Connecticut General Statutes
("C.G.S.") regarding indemnification of directors and officers of Connecticut
corporations provides in general that Connecticut corporations shall indemnify
their officers, directors and certain other defined individuals against
judgments, fines, penalties, amounts paid in settlement and reasonable expenses
actually incurred in connection with proceedings against the corporation. The
corporation's obligation to provide such indemnification generally does not
apply unless (1) the individual is wholly successful on the merits in the
defense of any such proceeding; or (2) a determination is made (by persons
specified in the statute) that the individual acted in good faith and in the
best interests of the corporation and in all other cases, his conduct was at
least not opposed to the best interests of the corporation, and in a criminal
case he had no reasonable cause to believe his conduct was unlawful; or (3) the
court, upon application by the individual, determines in view of all of the
circumstances that such person is fairly and reasonably entitled to be
indemnified, and then for such amount as the court shall determine. With respect
to proceedings brought by or in the right of the corporation, the statute
provides that the corporation shall indemnify its officers, directors and
certain other defined individuals, against reasonable expenses actually incurred
by them in connection with such proceedings, subject to certain limitations.

C.G.S. Section 33-778 provides an exclusive remedy; a Connecticut corporation
cannot indemnify a director or officer to an extent either greater or less than
that authorized by the statute, e.g., pursuant to its certificate of
incorporation, by-laws, or any separate contractual arrangement. However, the
statute does specifically authorize a corporation to procure indemnification
insurance to provide greater indemnification rights. The premiums for such
insurance may be shared with the insured individuals on an agreed basis.

Citigroup Inc. also provides liability insurance for its directors and officers
and the directors and officers of its subsidiaries, including the Registrant.
This insurance provides for coverage against loss from claims made against
directors and officers in their capacity as such, including, subject to certain
exceptions, liabilities under the federal securities laws.

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

Rule 484 Undertaking

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liability (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

<PAGE> 51

Item 29. Principal Underwriter

(a) CFBDS, Inc.
21 Milk Street
Boston, MA 02109

CFBDS, Inc. also serves as principal underwriter for the following :

The Travelers Growth and Income Stock Account for Variable Annuities
The Travelers Quality Bond Account for Variable Annuities
The Travelers Money Market Account for Variable Annuities
The Travelers Timed Growth and Income Stock Account for Variable Annuities
The Travelers Timed Short-Term Bond Account for Variable Annuities
The Travelers Timed Aggressive Stock Account for Variable Annuities
The Travelers Timed Bond Account for Variable Annuities
The Travelers Fund U for Variable Annuities
The Travelers Fund VA for Variable Annuities
The Travelers Fund BD for Variable Annuities
The Travelers Fund BD II for Variable Annuities
The Travelers Fund BD III for Variable Annuities
The Travelers Fund ABD for Variable Annuities
The Travelers Fund ABD II for Variable Life Insurance
The Travelers Separate Account QP for Variable Annuities
The Travelers Separate Account PF for Variable Annuities
The Travelers Separate Account PF II for Variable Annuities
The Travelers Separate Account TM for Variable Annuities
The Travelers Separate Account TM II for Variable Annuities
The Travelers Separate Account Five for Variable Annuities
The Travelers Separate Account Six for Variable Annuities
The Travelers Separate Account Seven for Variable Annuities
The Travelers Separate Account Eight for Variable Annuities
The Travelers Fund UL for Variable Life Insurance
The Travelers Fund UL II for Variable Life Insurance
The Travelers Variable Life Insurance Separate Account One
The Travelers Variable Life Insurance Separate Account Two
The Travelers Variable Life Insurance Separate Account Three
The Travelers Variable Life Insurance Separate Account Four

CitiFunds Trust I
CitiFunds Trust II
CitiFunds Trust III
CitiFunds International Trust
CitiFunds Fixed Income Trust
CitiFunds Tax Free Income Trust
CitiFunds Tax Free Reserves
CitiFunds Multi-State Tax Free Trust
CitiFunds Premium Trust
CitiFunds Institutional Trust
CitiVariable Annuity
CitiVariable Annuity Plus
Variable Annuity Portfolios
The Premium Portfolios
Asset Allocation Portfolios
Cash Reserve Portfolio
Tax Free Reserves Portfolio
U.S. Treasury Reserves Portfolio

<PAGE> 52

CONCERT INVESTMENT SERIES:
Emerging Growth Fund
Government Fund
Growth and Income Fund
International Equity Fund
Municipal Fund
CONSULTING GROUP CAPITAL MARKETS FUNDS:
Balanced Investments
Emerging Markets Equity Investments
Government Money Investments
High Yield Investments
Intermediate Fixed Income Investments
International Equity Investments
International Fixed Income Investments
Large Capitalization Growth Investments
Large Capitalization Value Equity Investments
Long-Term Bond Investments
Mortgage Backed Investments
Municipal Bond Investments
Small Capitalization Growth Investments
Small Capitalization Value Equity Investments
GREENWICH STREET SERIES FUND:
Appreciation Portfolio
Diversified Strategic Income Portfolio
Emerging Growth Portfolio
Equity Income Portfolio (Class I)
Equity Income Portfolio (Class II)
Equity Index Portfolio
Growth & Income Portfolio
Intermediate High Grade Portfolio
International Equity Portfolio
Money Market Portfolio
Total Return Portfolio
SMITH BARNEY ADJUSTABLE RATE GOVERNMENT INCOME FUND
SMITH BARNEY AGGRESSIVE GROWTH FUND INC.
SMITH BARNEY APPRECIATION FUND
SMITH BARNEY ARIZONA MUNICIPALS FUND INC.
SMITH BARNEY CALIFORNIA MUNICIPALS FUND INC.
SMITH BARNEY CONCERT ALLOCATION SERIES INC.:
Balanced Portfolio
Conservative Portfolio
Growth Portfolio
High Growth Portfolio
Income Portfolio
Global Portfolio
Select Balanced Portfolio
Select Conservative Portfolio
Select Growth Portfolio
Select High Growth Portfolio
Select Income Portfolio
SMITH BARNEY EQUITY FUNDS:
Concert Social Awareness Fund
Smith Barney Large Cap Blend Fund
SMITH BARNEY FUNDAMENTAL VALUE FUND INC.

<PAGE> 53

SMITH BARNEY FUNDS, INC.:
Large Cap Value Fund
Short-Term High Grade Bond Fund
U.S. Government Securities Fund
SMITH BARNEY INCOME FUNDS:
Smith Barney Convertible Fund
Smith Barney Diversified Strategic Income Fund
Smith Barney Exchange Reserve Fund
Smith Barney High Income Fund
Smith Barney Municipal High Income Fund
Smith Barney Premium Total Return Fund
Smith Barney Total Return Bond Fund
SMITH BARNEY INSTITUTIONAL CASH MANAGEMENT FUND, INC.:
Cash Portfolio
Government Portfolio
Municipal Portfolio
SMITH BARNEY INVESTMENT FUNDS INC.:
Concert Peachtree Growth Fund
Smith Barney Contrarian Fund
Smith Barney Government Securities Fund
Smith Barney Hansberger Global Small Cap Value Fund
Smith Barney Hansberger Global Value Fund
Smith Barney Investment Grade Bond Fund
Smith Barney Special Equities Fund
SMITH BARNEY INVESTMENT TRUST:
Smith Barney Intermediate Maturity California Municipals Fund
Smith Barney Intermediate Maturity New York Municipals Fund
Smith Barney Large Cap Capitalization Growth Fund
Smith Barney S&P 500 Index Fund
Smith Barney Mid Cap Blend Fund
SMITH BARNEY MANAGED GOVERNMENTS FUND INC.
SMITH BARNEY MANAGED MUNICIPALS FUND INC.
SMITH BARNEY MASSACHUSETTS MUNICIPALS FUND
SMITH BARNEY MONEY FUNDS, INC.:
Cash Portfolio
Government Portfolio
Retirement Portfolio
SMITH BARNEY MUNI FUNDS:
California Money Market Portfolio
Florida Portfolio
Georgia Portfolio
Limited Term Portfolio
New York Money Market Portfolio
New York Portfolio
Pennsylvania Portfolio
SMITH BARNEY MUNICIPALS MONEY MARKET FUND, INC.
SMITH BARNEY NATURAL RESOURCES FUND INC.
SMITH BARNEY NEW JERSEY MUNICIPALS FUND INC.
SMITH BARNEY OREGON MUNICIPALS FUND
SMITH BARNEY PRINCIPAL RETURN FUND:
Zeros Plus Emerging Growth Series 2000
Smith Barney Security and Growth Fund
SMITH BARNEY SMALL CAP BLEND FUND, INC.
SMITH BARNEY TELECOMMUNICATIONS TRUST:
Smith Barney Telecommunications Income Fund

<PAGE> 54

SMITH BARNEY VARIABLE ACCOUNT FUNDS:
Income and Growth Portfolio
Reserve Account Portfolio
U.S. Government/High Quality Securities Portfolio
SMITH BARNEY WORLD FUNDS, INC.:
Emerging Markets Portfolio
European Portfolio
Global Government Bond Portfolio
International Balanced Portfolio
International Equity Portfolio
Pacific Portfolio
TRAVELERS SERIES FUND INC.:
AIM Capital Appreciation Portfolio
Alliance Growth Portfolio
GT Global Strategic Income Portfolio
MFS Total Return Portfolio
Putnam Diversified Income Portfolio
Smith Barney High Income Portfolio
Smith Barney Large Cap Value Portfolio
Smith Barney International Equity Portfolio
Smith Barney Large Capitalization Growth Portfolio
Smith Barney Money Market Portfolio
Smith Barney Pacific Basin Portfolio
TBC Managed Income Portfolio
Van Kampen American Capital Enterprise Portfolio
CENTURION FUNDS, INC.:
Centurion Tax-Managed U.S. Equity Fund
Centurion Tax-Managed International Equity Fund
Centurion U.S. Protection Fund
Centurion International Protection Fund
AMERICAN ODYSSEY FUNDS:
Global High-Yield Bond Fund
International Equity Fund
Emerging Opportunities Fund
Core Equity Fund
Long-Term Bond Fund
Intermediate-Term Bond Fund
SALOMON BROTHERS VARIABLE SERIES FUND:
Salomon Brothers Total Return Fund
Salomon Brothers Capital Fund
Salomon Brothers High Yield Bond Fund
Salomon Brothers Variable Investors Fund
Salomon Brothers Strategic Bond Fund

<PAGE> 55

<TABLE>
<CAPTION>
(b) Name and Principal Positions and Offices
Business Address * With Underwriter
------------------ ----------------

<S> <C>
Phillip W. Coolidge Chairman of the Board, Director
Chief Executive Officer, and President
Linda T. Gibson Secretary
Molly S. Mugler Assistant Secretary
Linwood C. Downs Treasurer
John R. Elder Assistant Treasurer
Susan Jakuboski Assistant Treasurer
Donald S. Chadwick Director
Robert G. Davidoff Director
Leeds Hackett Director
Laurence E. Levine Director
</TABLE>

* Principal business address: 21 Milk Street, Boston, MA 02109

Item 30. Location of Accounts and Records

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

Item 31. Management Services

Not Applicable.

Item 32. Undertakings

The undersigned Registrant hereby undertakes:

(a) To file a post-effective amendment to this registration statement as
frequently as is necessary to ensure that the audited financial
statements in the registration statement are never more than sixteen
months old for so long as payments under the variable annuity contracts
may be accepted;

(b) To include either (1) as part of any application to purchase a contract
offered by the prospectus, a space that an applicant can check to request
a Statement of Additional Information, or (2) a post card or similar
written communication affixed to or included in the prospectus that the
applicant can remove to send for a Statement of Additional Information;
and

(c) To deliver any Statement of Additional Information and any financial
statements required to be made available under this Form N-4 promptly
upon written or oral request.

The Company hereby represents:

(a). That the aggregate charges under the Contracts of the Registrant
described herein are reasonable in relation to the services rendered, the
expenses expected to be incurred, and the risks assumed by the Company.

<PAGE> 56

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has duly caused this registration statement to be signed on
its behalf in the City of Hartford, State of Connecticut, on January 15, 1999.

THE TRAVELERS FUND BD IV FOR VARIABLE ANNUITIES
(Registrant)

THE TRAVELERS LIFE AND ANNUITY COMPANY
(Depositor)

By: *JAY S. BENET
--------------------------------------------
Jay S. Benet
Senior Vice President, Chief Financial Officer,
Chief Accounting Office and Controller

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities
indicated on January 15, 1999.

<TABLE>
<S> <C>
*MICHAEL A. CARPENTER Director, Chairman of the Board
- --------------------------------------
(Michael A. Carpenter)

*J. ERIC DANIELS Director, President and Chief Executive Officer
- --------------------------------------
(J. Eric Daniels)

*JAY S. BENET Director, Senior Vice President, Chief
- -------------------------------------- Financial Officer, Chief Accounting Officer
(Jay S. Benet) and Controller

*GEORGE C. KOKULIS Director
- --------------------------------------
(George C. Kokulis)

*ROBERT I. LIPP Director
- --------------------------------------
(Robert I. Lipp)

*KATHERINE M. SULLIVAN Director, Senior Vice President and
- -------------------------------------- General Counsel
(Katherine M. Sullivan)

*MARC P. WEILL Director
- --------------------------------------
(Marc P. Weill)
</TABLE>

*By: /s/ Ernest J. Wright, Attorney-in-Fact
<PAGE> 57

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
- ------- -----------

<S> <C> <C>
1 Resolution of The Travelers Life and Annuity Company Board of
Directors authorizing the establishment of the Registrant.
(Incorporated herein by reference to Exhibit 1 to the
Registration Statement on Form N-4, File No. 333-27687,
filed May 23, 1997.)

3(a) Distribution and Principal Underwriting Agreement among the
Registrant, The Travelers Life and Annuity Company and CFBDS,
Inc. (Incorporated herein by reference to Exhibit 3(a) to the
Registration Statement on Form N-4, File No. 333-60215, filed
November 9, 1998.)

3(b) Form of Selling Agreement. (Incorporated herein by reference
to Exhibit 3(b) to the Registration Statement on Form N-4,
File No. 333-60215, filed November 9, 1998.)

4 Form of Variable Annuity Contract. Electronically

5 Application. To be filed by
amendment

6(a) Charter of The Travelers Life and Annuity Company, as amended
on April 10, 1990. (Incorporated herein by reference to
Exhibit 6(a) to the Registration Statement on Form N-4, File
No. 333-40191, filed November 13, 1998.)

6(b) By-Laws of The Travelers Life and Annuity Company, as amended
on October 20, 1994. (Incorporated herein by reference to
Exhibit 6(b) to the Registration Statement on Form N-4, File
No. 333-40191, filed November 13, 1998.)

9 Opinion of Counsel as to the legality of securities being registered Electronically
by Registrant.

10(a) Consent of KPMG Peat Marwick LLP, Independent Certified To be filed by
Public Accountants. amendment

13 Schedule for Computation of Total Return Calculations - To be filed by
Standardized and Non-Standardized. amendment

15(a) Powers of Attorney authorizing Ernest J. Wright or Kathleen A.
McGah as signatory for Michael A. Carpenter, Jay S. Benet,
George C. Kokulis, Robert I. Lipp, Ian R. Stuart, Katherine M.
Sullivan and Marc P. Weill. (Incorporated herein by reference
to Exhibit 15(a) to the Registration Statement on Form N-4,
filed May 23, 1997.)

15(b) Power of Attorney authorizing Ernest J. Wright or Kathleen A. Electonically
McGah as signatory for J. Eric Daniels and Jay S. Benet.
</TABLE>

<PAGE> 1

THE TRAVELERS LIFE AND ANNUITY COMPANY - ONE TOWER SQUARE - HARTFORD,
CONNECTICUT - 06183

A STOCK COMPANY

We are pleased to provide You the benefits of this Variable
Annuity Contract. Please read Your Contract and all attached
forms carefully.

RIGHT TO EXAMINE THIS CONTRACT

IF THIS CONTRACT IS ISSUED AS AN INDIVIDUAL RETIREMENT ANNUITY
(IRA), AND THE CONTRACT IS RETURNED TO US AT OUR OFFICE OR TO OUR
AGENT WITHIN 7 DAYS OF ITS DELIVERY TO YOU, WE WILL PAY YOU THE
FULL AMOUNT OF ANY PURCHASE PAYMENT MADE, WITHOUT ADJUSTMENT FOR
ANY PREMIUM TAX OR CONTRACT CHARGES PAID. IF THIS CONTRACT IS
RETURNED DURING THE BALANCE OF THE RIGHT TO EXAMINE PERIOD, WE
WILL PAY YOU THE CONTRACT VALUE AS STATED BELOW. AFTER THE
CONTRACT IS RETURNED, IT WILL BE CONSIDERED AS NEVER IN EFFECT.

IF THIS CONTRACT IS ISSUED AS A NONQUALIFIED CONTRACT OR A
QUALIFIED CONTRACT (OTHER THAN AN IRA) AND RETURNED TO US AT OUR
OFFICE OR TO OUR AGENT TO BE CANCELED WITHIN 10 DAYS AFTER ITS
DELIVERY TO YOU, WE WILL PAY YOU THE CONTRACT VALUE DETERMINED AS
OF THE NEXT VALUATION DATE AFTER WE RECEIVE THE WRITTEN REQUEST
AT OUR OFFICE, PLUS ANY PREMIUM TAX AND CONTRACT CHARGES PAID,
MINUS ANY PURCHASE PAYMENT CREDITS APPLIED. AFTER THE CONTRACT IS
RETURNED, IT WILL BE CONSIDERED AS NEVER IN EFFECT.

This Contract is issued in consideration of the Purchase
Payments. It is subject to the terms and conditions stated on the
attached pages, all of which are parts of it.

Executed at Hartford, Connecticut

/s/ M.A. CARPENTER

President

This is a legal Contract between You and Us. READ YOUR CONTRACT CAREFULLY.

FLEXIBLE PREMIUM INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACT
LIFE ANNUITY COMMENCING AT MATURITY DATE

ELECTIVE OPTIONS NON-PARTICIPATING

VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON THE INVESTMENT
EXPERIENCE OF THE SEPARATE ACCOUNT, MAY INCREASE OR DECREASE AND ARE
NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.

TL-22240 TLAC Ed. 1-99
<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<S> <C>
[Right to Examine this Contract Cover Page

Contract Specifications Page 3

Definitions Page 7

Owner, Beneficiary and Annuitant Provisions Page 9

Purchase Payment and Valuation Provisions Page 11

Death Benefit Provisions Page 14

Settlement Provisions Page 15

General Provisions Page 17

Table of Values Page 19

Annuity Tables Page 20]
</TABLE>

Any Amendments, Riders or Endorsements follow the Annuity Tables.

TL-22240 TLAC Ed. 1-99
2
<PAGE> 3

================================================================================
CONTRACT SPECIFICATIONS
================================================================================

CONTRACT NUMBER [SPECIMEN]

OWNER [JOHN DOE]

[JOINT OWNER] [ ]

ANNUITANT [JOHN DOE]

[CONTINGENT ANNUITANT]

[BENEFICIARY] [SUSAN DOE]

CONTRACT DATE [FEBRUARY 1, 1999]

MATURITY DATE [DECEMBER 31, 2015]

[INITIAL PURCHASE PAYMENT] [$10,000]

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

MINIMUM INITIAL PURCHASE PAYMENT: [$5,000]
MINIMUM SUBSEQUENT PURCHASE PAYMENT: [$500]
MAXIMUM PURCHASE PAYMENT WITHOUT OUR APPROVAL: $1,000,000
PURCHASE PAYMENT CREDIT PERCENTAGE: [4.25%]

CONTRACT FEE: $40.00 annually assessed on the [fourth Friday of August.]

This fee will not be assessed under the following situations:
(a) if Your Contract Value is $100,000 or greater on the date the charge is
assessed;
(b) distribution of proceeds due to death; or
(c) after an Annuity payout has begun.

ASSUMED DAILY NET INVESTMENT FACTOR: Upon annuitization, the Assumed Daily Net
Investment Factor is 1.000081 for each Funding Option.

TERMINATION: We reserve the right to terminate this Contract when the Contract
Value is less than $2,000 and no Purchase Payments have been made for two years.

TRANSFERS: You may transfer up to 15% of the Fixed Account value to any of the
Funding Options twice per year during the 30 days following the semi-annual
Contract Date anniversary.

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 know address at least 31 days prior to the imposition of any such Transfer
Charge.

WITHDRAWAL ALLOWANCE: On an annual basis, after the first Contract Year, You may
take partial surrenders of up to 10% of Your Contract Value less any Purchase
Payment Credits applied within 12 months of the date of the surrender. The
Contract Value is determined as of the first Valuation Date of that Contract
Year without imposition of applicable Contract charge(s) or fee(s). We reserve
the right to not permit a Withdrawal Allowance on a full surrender.

TL-22240 TLAC Ed. 1-99
3
<PAGE> 4

================================================================================
CONTRACT SPECIFICATIONS
================================================================================

WITHDRAWAL CHARGES DEDUCTED ON SURRENDER BEFORE THE MATURITY DATE OF THE
CONTRACT:

The withdrawal charge is calculated as a percentage of the Purchase Payments and
associated Purchase Payment Credits withdrawn on a first-in, first-out basis.
For purposes of determining the withdrawal charge, the order of withdrawal will
be deemed to be taken from:

(a) any Purchase Payments and associated Purchase Payment Credits to which
no withdrawal charge applies;
(b) any remaining Withdrawal Allowance (as described above) after the
reduction by the amount of (a);
(c) any remaining Purchase Payments and associated Purchase Payment Credits
to which a withdrawal charge applies; then
(d) any Contract earnings.

<TABLE>
<CAPTION>
YEARS SINCE PURCHASE PERCENT OF PURCHASE PAYMENTS AND
PAYMENT WAS MADE PURCHASE PAYMENT CREDITS
(Not Previously Surrendered)

DISTRIBUTIONS NOT SUBJECT TO A WITHDRAWAL CHARGE:

We will not deduct a withdrawal charge for Purchase Payments attributable to
values under this Contract due to:

(a) death of the Contract Owner or the Annuitant with no Contingent
Annuitant surviving; or
(b) minimum distribution (as defined by the Internal Revenue Code) made
under Our managed distribution program then in effect if elected by
the Owner by a Written Request.

We will not deduct a withdrawal charge for any Purchase Payment Credits
attributable to values under this Contract due to minimum distribution (as
defined by the Internal Revenue Code) made under Our managed distribution
program then in effect if elected by the Owner by a Written Request.

TL-22240 TLAC Ed. 1-99
4
<PAGE> 5

================================================================================
CONTRACT SPECIFICATIONS
================================================================================

INVESTMENT OPTIONS:

FIXED ACCOUNT GUARANTEED INTEREST PERIODS: The initial rate for any Purchase
Payment and associated Purchase Payment Credit is guaranteed for one year from
the date they are credited to your account. Subsequent renewal rates will be
guaranteed for the calendar quarter.

FUNDING OPTIONS: [THE TRAVELERS FUND BD IV FOR VARIABLE ANNUITIES

Delaware Group Premium Fund Inc.
REIT Series
Dreyfus Variable Investment Fund
Capital Appreciation Portfolio
Small Cap Portfolio
Greenwich Street Series Fund
Appreciation Portfolio
Diversified Strategic Income Portfolio
Total Return Portfolio
Salomon Brothers Variable Series Funds, Inc.
Salomon Brothers Variable Investors Fund
Diversified Strategic Income Portfolio
The Travelers Series Trust
Convertible Bond Portfolio
Disciplined Mid Cap Stock Portfolio
Disciplined Small Cap Stock Portfolio
Equity Income Portfolio
Federated High Yield Portfolio
Federated Stock Portfolio
Large Cap Portfolio
Lazard International Stock Portfolio
MFS Emerging Growth Portfolio
MFS Mid Cap Growth Portfolio
MFS Research Portfolio
Strategic Stock Portfolio
Travelers Quality Bond Portfolio
Travelers Series Fund Inc.
Alliance Growth Portfolio
MFS Total Return Portfolio
Putnam Diversified Income Portfolio
Warburg Pincus Trust
Emerging Markets Portfolio
Capital Appreciation Fund
Travelers Money Market Portfolio]

FUNDING OPTION DEDUCTIONS:

The Administrative Charge and the Mortality and Expense Risk Charge result in a
daily deduction of [.00003836] per Funding Option. When expressed on an annual
basis, assuming a 365-day year, the deduction equals [1.40%] per Funding Option.

ADMINISTRATIVE CHARGE: .15% on an annual basis
MORTALITY AND EXPENSE RISK CHARGE: [1.25%] on an annual basis

TL-22240 TLAC Ed. 1-99
5
<PAGE> 6

================================================================================
CONTRACT SPECIFICATIONS
================================================================================

THIS PAGE LEFT INTENTIONALLY BLANK.

TL-22240 TLAC Ed. 1-99
6
<PAGE> 7

================================================================================
DEFINITIONS
================================================================================

ACCUMULATION UNIT - an accounting unit of measure used to calculate the value of
this Contract before Annuity payments begin.

AGE - age last birthday.

ANNUITANT - the person on whose life the Maturity Date and Annuity payments
depend.

ANNUITY UNIT - an accounting unit of measure used to calculate the amount of
Annuity Payments.

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

CONTRACT - a Contract that describes the benefits, rights and obligations of the
Owner and Us.

CONTRACT DATE - the date on which the Contract is issued.

CONTRACT YEARS - twelve-month periods beginning with the Contract Date.

DEATH REPORT DATE - the Valuation Date coincident with or next following the day
on which We have received 1) Due Proof of Death and 2) a Written Request for an
election of a single sum payment or an alternate Settlement Option as described
in the Contract.

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 the assets under this Contract other
than those in the Separate Account.

FUNDING OPTIONS - the Underlying Funds available under the Separate Account for
this Contract.

MATURITY DATE - the date on which the Annuity payments are to begin.

NONQUALIFIED CONTRACT - a Contract other than a Qualified Contract.

OUR OFFICE - the Home Office of The Travelers Life and Annuity Company or any
other office which We may designate for the purpose of administering this
Contract.

PREMIUM TAX - the amount of tax, if any, charged by a state or municipality. We
will deduct any applicable Premium Tax from the Contract Value either upon
surrender, annuitization, death, or at the time a Purchase Payment is made, but
no earlier than when We have the liability under state law.

PURCHASE PAYMENTS - payments of premium You make to Us under this Contract.

PURCHASE PAYMENT CREDIT- An amount added to the Accumulation Value of this
Contract at the time a Purchase Payment is made during the first Contract Year.

QUALIFIED CONTRACT - a Contract used in a retirement plan or program whereby the
Purchase Payments and any gains are intended to qualify under Sections 401, 403,
408, 414(d) or 457 of the Code.

RECORDED - a Written Request is Recorded when the information is noted in Our
file for this Contract.

SEPARATE ACCOUNT- the Separate Account indicated in the Contract Specifications
which We established for this class of Contracts and certain other Contracts.

TL-22240 TLAC Ed. 1-99
7
<PAGE> 8

TERMINATION - discontinuance of this Contract by Us or by Your Written Request.

UNDERLYING FUND - an open-end diversified management investment company or
portfolio thereof, indicated in the Contract Specifications, which serves as a
variable investment option under the Separate Account.

VALUATION DATE -a date on which a Funding Option is valued, which is every day
the New York Stock Exchange is open for trading (except for when trading is
restricted due to an emergency as defined by the Securities and Exchange
Commission.)

VALUATION PERIOD - the period beginning at the close of business of the New York
Stock Exchange on each Valuation Date and ending at the close of business for
the next succeeding Valuation Date. Also referred to as the period between
successive valuations.

WE, US, OUR - The Travelers Life and Annuity Company.

WRITTEN REQUEST - written information including requests for Contract changes
sent to Us in a form and content satisfactory to Us and received at Our Office.

YOU, YOUR - the Owner, including a Joint Owner.

TL-22240 TLAC Ed. 1-99
8
<PAGE> 9

================================================================================
OWNER, BENEFICIARY AND ANNUITANT PROVISIONS
================================================================================

OWNER

This Contract belongs to the Owner shown in the Contract Specifications or to
any person subsequently named in a Written Request of Transfer of Ownership as
provided below. As Owner, You have sole power during the Annuitant's lifetime to
exercise any rights and to receive all benefits given in this Contract provided
You have not named an irrevocable Beneficiary and provided the Contract is not
assigned.

You will be the recipient of all payments while the Annuitant is alive unless
You direct them to an alternate recipient under a Recorded payment direction. An
alternate recipient under a payment direction does not become the Owner. A
payment direction is revocable by You at any time by Written Request giving 30
days advance notice.

JOINT OWNER

Joint Owners may be named in a Written Request prior to the Contract Date. Joint
Owners may independently exercise transfers between accounts. All other rights
of ownership must be exercised by Joint action. Joint Owners own equal shares of
any benefits accruing or payments made to them. All rights of a Joint Owner end
at death if another Joint Owner survives. The entire interest of the deceased
Joint Owner in this Contract will pass to the surviving Joint Owner.

If a Joint Owner dies before payment of an Annuity Option begins and is survived
by the Annuitant, any surviving Joint Owner is the "designated beneficiary"
referred to in Section 72(s) of the Code, and his or her rights pre-empt those
of the Beneficiary named in a Written Request.

TRANSFER OF OWNERSHIP

You may transfer ownership by Written Request. You may not revoke any transfer
after the effective date of such transfer. Once the Transfer of Ownership is
Recorded by Us, it will take effect as of the date of Your Request, subject to
any payments made or other actions taken by Us before the recording.

Unless provided otherwise, a Transfer of Ownership does not affect the interest
of any Beneficiary designated prior to the effective date of the transfer.

A Transfer of Ownership may have adverse tax consequences to You as the former
Owner; please consult Your tax advisor.

ASSIGNMENT

You may collaterally assign ownership, of all or a portion of this Contract by
Written Request without the approval of any Beneficiary unless irrevocably
named. You may not exercise any rights of ownership while the assignment remains
in effect without the approval of the collateral assignee. We are not
responsible for the validity of any Assignment. Once the collateral Assignment
is Recorded by Us, it will take effect as of the date of Your Written Request,
subject to any payments made or other actions taken by Us before the Request is
received.

If a claim is made based on an Assignment, We may require proof of interest of
the claimant. A Recorded Assignment takes precedence over any rights of a
Beneficiary. Any amounts due under a Recorded assignment will be paid in a
single sum.

An Assignment may have adverse tax consequences to You; please consult Your tax
advisor.

CREDITOR CLAIMS

To the extent permitted by law, no right or benefit of the Owner or Beneficiary
under this Contract shall be subject to the claims of creditors or any legal
process except as may be provided by an assignment.

BENEFICIARY

The Beneficiary is the party named in a Written Request. The Beneficiary has the
right to receive any remaining Contractual benefits upon the death of the
Annuitant, or under certain circumstances, upon the death of the Owner. If there
is more than one Beneficiary surviving the Annuitant, the Beneficiaries will
share equally in benefits unless different shares are Recorded with Us by
Written Request prior to the death of the Annuitant.

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Unless an irrevocable Beneficiary has been named, You have the right to change
any Beneficiary by Written Request during the lifetime of the Annuitant and
while the Contract continues.

Once a change in Beneficiary is Recorded by Us, it will take effect as of the
date of the Written Request, subject to any payments made or other actions taken
by Us before the recording.

If no Beneficiary has been named by You, or if no Beneficiary is living when the
Annuitant dies, the interest of any Beneficiary will pass:

(a) if You are living, to You; or
(b) if You have died and there is a surviving Joint Owner, to the Joint
Owner; or
(c) if You have died and there is not a Joint Owner surviving, to Your
estate.

ANNUITANT

The Annuitant is the individual shown in the Contract Specifications on whose
life Annuity payments are based. The Annuitant may not be changed after the
Contract Date.

CONTINGENT ANNUITANT

You may name one individual as a Contingent Annuitant by Written Request prior
to the Contract Date. A Contingent Annuitant may not be changed, deleted or
added to the Contract after the Contract Date. For purposes of this provision
the Owner cannot be the Annuitant.

If the Annuitant dies prior to the Maturity Date while this Contract is in
effect and while the Contingent Annuitant is living:

(a) the death benefit will not be payable upon the Annuitant's death; and
(b) the Contingent Annuitant becomes the Annuitant; and
(c) all other rights and benefits provided by this Contract will continue in
effect.

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

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================================================================================
PURCHASE PAYMENT AND VALUATION PROVISIONS
================================================================================

PURCHASE PAYMENT

A Purchase Payment is any payment You make for this Contract and the benefits it
provides. An initial lump sum Purchase Payment must be made to the Contract and
is due and payable before the Contract becomes effective. Each Purchase Payment
is payable as shown in the Contract Specifications to Us at Our Office or to one
of Our authorized representatives. No Purchase Payment after the initial
Purchase Payment is required to continue this Contract in force, except as
provided in the Termination provision.

Net Purchase Payments are that part of Your Purchase Payments applied to the
Contract Value. A net Purchase Payment is equal to the Purchase Payment less any
applicable Premium Tax.

ALLOCATION OF PURCHASE PAYMENT

We will apply any net Purchase Payment to provide Accumulation Units of selected
Funding Options and/or the Fixed Account of this Contract. The Purchase Payment
will be applied within two business days following its receipt at Our Office.
The net Purchase Payment will be allocated to the Funding Options and/or the
Fixed Account in the proportion specified by You for this Contract. The
available Underlying Funds to which Funding Option assets are allocated are
shown in the Contract Specifications; Underlying Funds may be subsequently added
or deleted.

PURCHASE PAYMENT CREDIT

We will add a Purchase Payment Credit to this Contract with each Purchase
Payment applied during the first Contract Year. The Purchase Payment Credit will
be equal to the Purchase Payment multiplied by the Purchase Payment Credit
Percentage shown in the Contract Specifications. Each Purchase Payment Credit
will be applied on a pro rata basis to the Investment Options in the same ratio
as the applicable Purchase Payment.

Purchase Payment Credits will be deducted from any refund amount under the
following circumstances:

(a) upon return of this Contract during the Right to Examine Period;
(b) due to death of the Owner or Annuitant (with no Contingent Annuitant
surviving) during the 12 months following the application of any
Purchase Payment Credit; or
(c) termination of this Contract during the 12 months following the
application of any Purchase Payment Credit.

Any gains or losses attributable to a Purchase Payment Credit will not be
considered part of any Purchase Payment Credit deducted from any refund amount
or death benefit. Additionally, a withdrawal charge will not be deducted from
any Purchase Payment Credit which is not payable under this Contract.

================================================================================
FUNDING OPTION VALUATION
================================================================================

NUMBER OF ACCUMULATION UNITS

The number of Accumulation Units to be credited to each Funding Option once a
Purchase Payment has been received by Us will be determined by dividing the net
Purchase Payment applied to that Funding Option by the then Accumulation Unit
Value of that Funding Option.

ACCUMULATION UNIT VALUE

We determine the value of an Accumulation Unit in each Funding Option on each
Valuation Date by multiplying the value on the preceding Valuation Date by the
net investment factor for that Funding Option for the Valuation Period just
ended.

The value of an Accumulation Unit on any date other than a Valuation Date will
be equal to its value as of the next Valuation Date.

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NET INVESTMENT FACTOR

The net investment factor is a factor applied to measure the investment
performance of a Funding Option from one Valuation Period to the next. The net
investment factor for a Funding Option for any Valuation Period is equal to the
sum of 1.0000 plus the net investment rate.

Each Funding Option's net investment rate for a Valuation Period is equal to the
gross investment rate for that Funding Option, less the applicable Funding
Option deduction for the Valuation Period.

All Funding Option deductions are shown in the Contract Specifications.

The gross investment rate of a Funding Option for a Valuation Period is equal to
(1) divided by (2): where (1) is:

(a) investment income, plus
(b) capital gains and losses, whether realized or unrealized, less
(c) a deduction for any tax levied against the Separate Account and its
Underlying Funds;

and (2) is the amount of the assets at the beginning of the Valuation
Period.

The gross investment rate is based on the net asset value of the
Underlying Fund and may be either positive or negative. Investment income
includes any distribution whose ex-dividend date occurs during the Valuation
Period.

FIXED ACCOUNT VALUATION

NUMBER OF ACCUMULATION UNITS - We will determine the number of Accumulation
Units to be credited to the Fixed Account upon receipt of a Purchase Payment by
dividing the net Purchase Payment applied to the Fixed Account by the then
dollar value of one Accumulation Unit Value of the Fixed Account.

ACCUMULATION UNIT VALUE - We determine the value of an Accumulation Unit in the
Fixed Account on any day by multiplying the value on the immediately preceding
day by the net interest factor for the day on which the value is being
determined.

NET INTEREST FACTOR - The net interest factor for any day is the guaranteed net
interest rate which is equivalent to an effective annual interest rate of 3.00%,
plus 1.0000. The method of crediting additional interest will be at Our
discretion.

Interest is declared in advance. Before Annuity payments begin, We may credit
the Fixed Account with annual interest rates higher than the minimum guaranteed
interest rate of 3.00%. Interest rates may be higher or lower than the initial
interest rates, but not less than the minimum guaranteed interest rate of 3.00%.
Additional amounts may be credited by Us at Our discretion for the guaranteed
interest periods shown in the Contract Specifications.

TRANSFER BETWEEN INVESTMENT OPTIONS

You may transfer all or any part of the Contract Value from one Funding Option
to any other Funding Option at any time up to 30 days before the due date of the
first Annuity payment. Additionally, You may transfer a part of the Fixed
Account value to any of the Funding Options, twice a year during the 30 days
following the semi-annual Contract Date Anniversary in the amount shown in the
Contract Specifications.

Amounts may generally be transferred from the Funding Options to the Fixed
Account at any time, up to 30 days before the due date of the first Annuity
payment. Amounts previously transferred from the Fixed Account to the Funding
Options may not be transferred back to the Fixed Account for a period of at
least 6 months from the date of transfer. We reserve the right to limit the
number of transfers from one Funding Option to any other Funding Option or to
the Fixed Account. We will not limit these transfers to less than one in any
six-month period.

Transfers between Investment Options will result in the addition or deletion of
Accumulation Units having a total value equal to the dollar amount being
transferred to or from a particular Investment Option. The number of
Accumulation Units will be determined by using the Accumulation Unit Value of
the Investment Options involved as of the next valuation after We receive
notification of request for transfer. Transfers will be subject to any
applicable Transfer charge stated in the Contract Specifications.

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CONTRACT VALUES

CONTRACT VALUE

The Contract Value on any date equals the sum of the accumulated values in the
Funding Options. The accumulated value in a Funding Option equals the number of
outstanding Accumulation Units credited to that Funding Option, multiplied by
the then current Accumulation Unit Value for that Funding Option.

The Guaranteed Value of the Fixed Account equals the accumulated value of the
net Purchase Payments applied to the Fixed Account calculated by using the
guaranteed Net Interest Factor. The Guaranteed Values of the Fixed Account are
shown in the Table of Values.

CONTRACT FEE

A Contract Fee as shown in the Contract Specifications will be deducted to
reimburse Us for administrative expenses relating to the Contract. The Contract
Fee will be deducted by surrendering on a pro rata basis Accumulation Units from
all Funding Options in which You have an interest.

We will deduct the charge on a pro rata basis if the Contract has been in effect
for less than a full period on the date a Contract Fee is deducted. The Contract
Fee will also be prorated upon full surrender or Termination of the Contract.

CASH SURRENDER VALUE

The Cash Surrender Value is equal to the Contract Value less any applicable
charges and fees as shown in the Contract Specifications, less any Purchase
Payment Credit not available for withdrawal less any taxes deducted upon
surrender.

The Guaranteed Cash Surrender Value of the Fixed Account equals the Guaranteed
Value of the Fixed Account less any applicable charges and fees as shown in the
Contract Specifications less any taxes deducted upon surrender. For Guaranteed
Cash Surrender Values of the Fixed Account, refer to the Table of Values.

CASH SURRENDER

You may elect by Written Request to receive the Cash Surrender Value before the
due date of the first Annuity payment and without the consent of any Beneficiary
unless irrevocably named. In the case of a full surrender, this Contract will be
canceled. A partial surrender will reduce Your Contract Value. If You have a
balance in more than one Investment Option, Your Contract Value will be reduced
from all Your Investment Options on a pro rata basis, unless You request
otherwise.

The Cash Surrender Value will be determined as of the next Valuation Date
following receipt of Your Written Request. We may delay payment of the Cash
Surrender Value of the Funding Options for a period of not more than five
business days after We receive Your Written Request. We may delay payment of the
Cash Surrender Value of the Fixed Account for a period of not more than
six-months after We receive Your Written Request.

CONTRACT CONTINUATION

Except as provided in the Termination provision, this Contract does not require
continuing Purchase Payments and will automatically continue as a paid-up
Contract during the lifetime of the Annuitant until the Maturity Date, or until
it is surrendered.

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================================================================================
DEATH BENEFIT PROVISIONS
================================================================================

DEATH OF ANNUITANT

A death benefit is payable to the Beneficiary upon the death of the Annuitant
before the Maturity Date, unless there is a Contingent Annuitant surviving. A
death benefit is also payable under those Settlement Options which provide for
death benefits. We will pay the Beneficiary the death benefit in a single sum as
described below upon receiving Due Proof of Death. A Beneficiary may request
that a death benefit payable under this Contract be applied to a Settlement
Option subject to the provisions of this Contract and the current tax laws.

DEATH OF OWNER WITH ANNUITANT SURVIVING

If the Owner is not the Annuitant, and the Owner (including the first of Joint
Owners) dies before the Maturity Date with the Annuitant surviving, We will
recalculate the value of the death benefit under the provisions of Death
Proceeds Prior To The Maturity Date below; by replacing all references to
"Annuitant" with "Owner." The value of the death benefit, as recalculated, will
be paid in a single lump sum or by other election to the party taking proceeds
under the current tax laws. The party must take distributions no later than
under the applicable elections of that provision.

DEATH PROCEEDS PRIOR TO THE MATURITY DATE

Upon the death of the Annuitant, We will pay the Beneficiary the greater of a)
or b) below, less any applicable Premium Tax as of the Death Report Date:

(a) the Contract Value less any Purchase Payment Credits applied within
12 months of death; or
(b) the total Purchase Payments less the total amount of any partial
surrenders (including associated charges, if any) made under this
Contract.

We must be notified of the Annuitant's death no later than six months from the
Annuitant's date of death in order for Us to make payment of death proceeds as
described above. If notification is received more than six months after the
Annuitant's death, We will make payment of death proceeds equal to the Contract
Value on the Death Report Date less any Purchase Payment Credits applied within
12 months of death, less any applicable Premium Tax.

DEATH PROCEEDS AFTER THE MATURITY DATE

If the Annuitant dies on or after the Maturity Date, We will pay the Beneficiary
a death benefit consisting of any benefit remaining under the Annuity option
then in effect.

INTEREST ON DEATH PROCEEDS

Any interest on death proceeds will be paid in accordance with rules in effect
in Your state at the time of death.

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================================================================================
SETTLEMENT PROVISIONS
================================================================================

MATURITY DATE

The Maturity Date is shown in the Contract Specifications. This is the date on
which We will begin paying to You the first of a series of Annuity payments in
accordance with an Annuity Option elected by You. Annuity payments will begin
under this Contract on the Maturity Date unless the Contract has been fully
surrendered or the proceeds have been paid to the Beneficiary prior to that
date. We may require proof that the Annuitant is alive before Annuity payments
are made. If no Maturity Date is specified, the automatic Maturity Date will be
the greater of when the Annuitant reaches Age 90 or ten years after the Contract
Date.

Additionally, to the extent permitted by law, at least 30 days before the
original Maturity Date, You may change the Maturity Date by Written Request to
any time prior to the Annuitant's 90th birthday, or to a later date with Our
consent.

ELECTION OF SETTLEMENT OPTIONS

On the Maturity Date, or other agreed upon date, We will pay the amount payable
under this Contract to You in one lump sum or in accordance with an Annuity
Option elected by You. While the Annuitant is alive, You may change Your
Settlement Option election by Written Request, but only before the Maturity
Date. We reserve the right to require satisfactory proof of the Age of any
person on whose life Annuity payments are based before making the first payment
under any Annuity Option.

During the Annuitant's lifetime, if no election has been made on the Maturity
Date, We will pay You the first of a series of periodic Annuity payments based
on the life of the Annuitant, in accordance with Annuity Option 2, with 120
monthly payments assured.

Once Annuity payments have commenced, no election changes are allowed.

MINIMUM AMOUNTS

The minimum amount that can be placed under a Settlement Option is $2,000 unless
We consent to a lesser amount. If any periodic payments due are less than $100,
We reserve the right to change the frequency to an interval resulting in a
payment of at least $100 per year. We may make other arrangements that are
equitable to the Annuitant.

ALLOCATION OF ANNUITY

At the time an election of one of the Annuity Options is made, the person
electing the option may elect to have the Cash Surrender Value applied to
provide a Variable Annuity, a Fixed Annuity or a combination of both.

If no election is made to the contrary, the value of a Funding Option will be
applied when Annuity payments start to provide an Annuity which varies with the
investment experience of that same Funding Option and the value of the Fixed
Account will be applied to provide a Fixed Annuity.

You may elect to transfer Contract Value from one Investment Option to another,
as described in the provision Transfer Between Investment Options, in order to
reallocate the basis on which Annuity payments will be determined. Once Annuity
payments start, You may, with Our consent, change the allocation of Your values
in each Funding Option.

VARIABLE ANNUITY

AMOUNT OF FIRST PAYMENT

The Life Annuity Tables are used to determine the first monthly Annuity payment.
They show the dollar amount of the first monthly Annuity payment which can be
purchased with each $1,000 applied. The amount applied to a Variable Annuity
will be the Cash Surrender Value as of 14 days before the date Annuity payments
start. If it would produce a larger first Annuity payment, the Variable Annuity
payment will be determined using the Life Annuity Tables in effect on the
Maturity Date.

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ANNUITY UNIT VALUE

On any Valuation Date, the Annuity Unit Value for a Funding Option equals the
Funding Option Annuity Unit Value on the preceding Valuation Date, multiplied by
the net investment factor for that Funding Option for the Valuation Period just
ended, divided by the Assumed Daily Net Investment Factor. The Assumed Daily Net
Investment Factor is shown in the Contract Specifications. The Value of an
Annuity Unit on any date other than a Valuation Date will be equal to its value
as of the next Valuation Date.

NUMBER OF ANNUITY UNITS

We determine the number of Annuity Units credited to this Contract in each
Funding Option by dividing the first monthly Annuity payment attributable to
that Funding Option by the Funding Option's Unit Value as of 14 days before the
due date of the first Annuity payment.

AMOUNT OF SECOND AND SUBSEQUENT PAYMENTS

The dollar amount of the second and subsequent payments may change from month to
month. The amount of the Annuity payment for each Funding Option is found by
multiplying the number of Annuity Units credited to the Contract for that
Funding Option by the Annuity Unit Value for that Funding Option. The total
amount of each Annuity Payment will be equal to the sum of the payments in each
Funding Option.

FIXED ANNUITY

A Fixed Annuity is an Annuity with payments which remain fixed as to dollar
amount throughout the payment period. The Life Annuity Tables are used to
determine the monthly Annuity payment. They show the dollar amount of monthly
Annuity payments which can be purchased with each $1,000 applied. The amount
applied to a Fixed Annuity will be the Cash Surrender Value applicable to the
Fixed Annuity as of the day Fixed Annuity payments begin. If it would produce a
larger payment, the Fixed Annuity payment will be determined using the Life
Annuity Tables in effect on the Maturity Date.

================================================================================
ANNUITY OPTIONS
================================================================================

Subject to conditions stated in Elections Of Settlement Options and Minimum
Amounts, all or any part of the Cash Surrender Value of this Contract may be
paid under one or more of the Annuity Options below. We may offer additional
options.

OPTION 1. LIFE ANNUITY - NO REFUND

We will make periodic Annuity payments during the lifetime of the person on
whose life the payments are based, ending with the last payment preceding death.

OPTION 2. LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS ASSURED

We will make periodic Annuity payments during the lifetime of the person on
whose life the payments are based. If at the death of that person, payments have
been made for less than 120, 180, or 240 months, as elected, We will continue to
make payments to the designated Beneficiary during the remainder of the period.

OPTION 3. JOINT AND LAST SURVIVOR LIFE ANNUITY

We will make periodic Annuity payments during the Joint lifetime of two persons
on whose lives payments are based and during the lifetime of the survivor. No
more payments will be made after the death of the survivor.

OPTION 4. JOINT AND LAST SURVIVOR LIFE ANNUITY - ANNUITY REDUCED ON DEATH OF
PRIMARY PAYEE

We will make periodic Annuity payments during the Joint lifetime
of two persons on whose lives payments are based. One of the two persons will be
designated as the primary payee. The other will be designated as the secondary
payee. On the death of the secondary payee, if survived by the primary payee, We
will continue to make periodic 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, if survived by the secondary payee,
We will continue to make periodic 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 following the
death of the survivor.

OPTION 5. PAYMENTS FOR A FIXED PERIOD

We will make periodic payments for the period selected.

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================================================================================
GENERAL PROVISIONS
================================================================================

CONTRACT

The entire Contract between You and Us consists of the Contract, together with
the application, if a copy of such application is attached to the Contract when
issued and any Amendments, Riders or Endorsements.

CONTRACT CHANGES

The only way this Contract may be changed is by a written Amendment, Rider or
Endorsement signed by one of Our officers.

INCONTESTABILITY

We will not contest this Contract from the Contract Date.

MISSTATEMENT

If this Contract is issued as a Nonqualified Contract, and the Annuitant's (or,
if applicable, the Owner's) sex or date of birth was misstated, all benefits of
the Contract are what the Purchase Payment(s) paid would have purchased at the
correct sex and Age. Proof of the Annuitant's and Owner's Age may be filed at
any time at Our Office.

If this Contract is issued as a Qualified Contract and the Annuitant's date of
birth was misstated, all benefits of the Contract are what the Purchase
Payment(s) paid would have purchased at the correct Age. Proof of the
Annuitant's Age may be filed at any time at Our Office.

SUBSTITUTION OF UNDERLYING FUNDS

If it is not possible to continue to offer an Underlying Fund, or in Our
judgment becomes inappropriate for the purposes of this Contract, We may
substitute another Underlying Fund without Your consent. Substitution may be
made with respect to both existing investments and investment of future Purchase
Payments. However, no such substitution will be made without notice to You and
without prior approval of the Securities and Exchange Commission, to the extent
required by law.

TERMINATION

We reserve the right to terminate this Contract on any Valuation Date as stated
in the Contract Specifications. Termination will not occur until 31 days after
We have mailed notice of Termination to You at Your last known address. If this
Contract is terminated, We will pay You the Cash Surrender Value, if any.

REQUIRED REPORTS

We will furnish a report to the Owner as often as required by law, but at least
once in each Contract Year before the due date of the first Annuity payment. The
report will show the number of Accumulation Units credited to the Contract in
each Funding Option and the corresponding Accumulation Unit Value as of the date
of the report.

VOTING RIGHTS

If required by federal law, You may have the right to vote at the meetings of
the shareholders of the Underlying Funds. If You have voting rights, We will
send a notice to You telling You the time and place of a meeting. The notice
will also explain matters to be voted upon and how many votes You may exercise.

MORTALITY AND EXPENSES

Our actual mortality and expense experience will not affect the amount of any
Annuity payments or any other values under this Contract.

NON-PARTICIPATING

This Contract does not share in Our surplus earnings, so You will receive no
dividends under it.

TAXES BASED UPON PREMIUM OR VALUE

If there is a law or change in law assessing taxes against Us based upon the
premium or value of this Contract, We reserve the right to charge You
proportionately for that tax. This would include, but is not limited to, a tax
based upon Our realized net capital gains in the Funding Options, on which We
are not currently taxed.

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CONFORMITY WITH STATE AND FEDERAL LAWS

This Contract is governed by the law of the state in which it is delivered. Any
paid-up Annuity, Cash Surrender Value or death benefits that are available under
this Contract are not less than the minimum benefits required by the statutes of
the state in which this Contract is delivered.

Upon receiving appropriate state approval, We may at any time make any changes,
including retroactive changes, in this Contract to the extent that the change is
required to meet the requirements of any law or regulation issued by a
governmental agency to which We or You are subject.

EMERGENCY PROCEDURE

We reserve the right to suspend or postpone the date of any payment of any
benefit or values for any Valuation Period (1) when the New York Stock Exchange
is closed; (2) when trading on the Exchange is restricted; (3) when an emergency
exists as determined by the Securities and Exchange Commission so that disposal
of the securities held in the Funding Options is not reasonably practicable or
it is not reasonably practicable to determine the value of the Funding Option's
net assets, or (4) during any other period when the Securities and Exchange
Commission, by order, so permits for the protection of security holders. Any
provision of this Contract which specifies a Valuation Date will be superseded
by this Emergency Procedure.

RELATION OF THIS CONTRACT TO THE SEPARATE ACCOUNT AND FUNDING OPTIONS

We will have exclusive and absolute ownership and control of the assets of Our
Separate Account and the Funding Options. That portion of the assets of a
Separate Account or Funding Option equal to the reserves and other Contract
liabilities with respect to such Separate Account or Funding Option shall not be
chargeable with liabilities arising out of any other business We conduct. Our
determination of the value of an Accumulation Unit and an Annuity Unit by the
method described in this Contract will be conclusive.

REDUCTION OR ELIMINATION OF CONTRACT CHARGES

All charges and fees under the Contract may be reduced or eliminated when
certain sales or administration of the Contract result in savings or reduction
of expenses, and/or risks.

TRANSFERS TO OTHER CONTRACTS ISSUED BY US

Under specific conditions, We may allow You to transfer funds held by You in
this Contract to another Contract issued by Us or one of Our affiliates without
incurring a withdrawal charge as shown in the Contract Specifications. Once the
transfer is complete and We have established a new Contract at Your direction,
NEW WITHDRAWAL CHARGES MAY APPLY TO THE NEW CONTRACT IN ACCORDANCE WITH THE
PROVISIONS OF SUCH CONTRACT.

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TABLE OF VALUES
GUARANTEED VALUES OF THE FIXED ACCOUNT PER $1,000 OF NET PURCHASE PAYMENT
APPLIED ASSUMING NO PRIOR PARTIAL SURRENDERS

<TABLE>
<CAPTION>
NO. OF NO. OF YEARS
YEARS FROM GUARANTEED FROM DATE GUARANTEED
DATE PAYMENT GUARANTEED CASH SURRENDER PAYMENT IS GUARANTEED CASH SURRENDER
IS APPLIED VALUE VALUE APPLIED VALUE VALUE
<S> <C> <C> <C> <C> <C> <C>
1 1030 950 36 2898 2898
2 1060 980 37 2985 2985
3 1092 1012 38 3074 3074
4 1125 1045 39 3167 3167
5 1159 1089 40 3262 3262
6 1194 1134 41 3359 3359
7 1229 1179 42 3460 3460
8 1266 1236 43 3564 3564
9 1304 1294 44 3671 3671
10 1343 1343 45 3781 3781
11 1384 1384 46 3895 3895
12 1425 1425 47 4011 4011
13 1468 1468 48 4132 4132
14 1512 1512 49 4256 4256
15 1557 1557 50 4383 4383
16 1604 1604 51 4515 4515
17 1652 1652 52 4650 4650
18 1702 1702 53 4790 4790
19 1753 1753 54 4934 4934
20 1806 1806 55 5082 5082
21 1860 1860 56 5234 5234
22 1916 1916 57 5391 5391
23 1973 1973 58 5553 5553
24 2032 2032 59 5720 5720
25 2093 2093 60 5891 5891
26 2156 2156 61 6068 6068
27 2221 2221 62 6250 6250
28 2287 2287 63 6437 6437
29 2356 2356 64 6631 6631
30 2427 2427 65 6829 6829
31 2500 2500 66 7034 7034
32 2575 2575 67 7245 7245
33 2652 2652 68 7463 7463
34 2731 2731 69 7687 7687
35 2813 2813 70 7917 7917
</TABLE>

TL-22240 TLAC Ed. 1-99
19
<PAGE> 20

LIFE ANNUITY TABLES
GUARANTEED AMOUNT OF MONTHLY ANNUITY PAYMENTS
PURCHASED WITH EACH $1,000 OF PROCEEDS APPLIED

OPTIONS 1 AND 2- SINGLE LIFE ANNUITIES

THIS TABLE WILL BE USED FOR NONQUALIFIED CONTRACTS

<TABLE>
<CAPTION>
MALE NUMBER OF MONTHLY PAYMENTS GUARANTEED
---------------
ADJUSTED NONE 120 180 240
---------------
AGE
<S> <C> <C> <C> <C>
45 3.59 3.57 3.56 3.53
46 3.64 3.62 3.60 3.57
47 3.69 3.67 3.65 3.62
48 3.75 3.73 3.70 3.67
49 3.81 3.78 3.76 3.71
50 3.87 3.84 3.81 3.77
51 3.93 3.90 3.87 3.82
52 4.00 3.97 3.93 3.87
53 4.07 4.04 3.99 3.93
54 4.15 4.11 4.06 3.99
55 4.23 4.19 4.13 4.05
56 4.32 4.27 4.20 4.11
57 4.41 4.35 4.28 4.17
58 4.50 4.44 4.36 4.24
59 4.61 4.53 4.44 4.31
60 4.72 4.63 4.53 4.37
61 4.83 4.74 4.62 4.44
62 4.96 4.85 4.71 4.51
63 5.09 4.97 4.81 4.58
64 5.24 5.09 4.90 4.65
65 5.39 5.22 5.01 4.72
66 5.56 5.36 5.11 4.79
67 5.73 5.50 5.21 4.86
68 5.92 5.64 5.32 4.93
69 6.12 5.80 5.43 4.99
70 6.34 5.96 5.53 5.05
71 6.56 6.12 5.64 5.11
72 6.81 6.29 5.75 5.16
73 7.07 6.46 5.85 5.21
74 7.35 6.64 5.95 5.26
75 7.64 6.82 6.05 5.30
</TABLE>

Dollar amounts of the monthly Annuity payments for the first and second
options are based on the Annuity 2000 Table. The above tables assume a
year 2000 issue, and project mortality improvements into the future
using Projection Scale G. These tables assume a net investment rate of
3% per Annum, assuming a 365-day year.

Calendar Year in which 1st payment is due:
Adjusted Age is Actual Age:

1998-2000 2001-2005 2006-2010 2011-2015 2016-2020
minus 0 minus 1 minus 2 minus 3 minus 4

2021-2025 2026-2030 2031-2035 2036 AND LATER
minus 5 minus 6 minus 7 minus 8

TL-22240 TLAC Ed. 1-99
20
<PAGE> 21

LIFE ANNUITY TABLES
GUARANTEED AMOUNT OF MONTHLY ANNUITY PAYMENTS
PURCHASED WITH EACH $1,000 OF PROCEEDS APPLIED

OPTIONS 1 AND 2- SINGLE LIFE ANNUITIES

THIS TABLE WILL BE USED FOR NONQUALIFIED CONTRACTS

FEMALE NUMBER OF MONTHLY PAYMENTS GUARANTEED
---------------
ADJUSTED NONE 120 180 240
---------------
AGE
<S> <C> <C> <C> <C> <C>
45 3.39 3.39 3.38 3.37
46 3.43 3.43 3.42 3.40
47 3.48 3.47 3.46 3.44
48 3.52 3.52 3.50 3.48
49 3.57 3.56 3.55 3.53
50 3.62 3.61 3.60 3.57
51 3.68 3.66 3.65 3.62
52 3.74 3.72 3.70 3.67
53 3.80 3.78 3.76 3.72
54 3.86 3.84 3.81 3.78
55 3.93 3.90 3.88 3.83
56 4.00 3.97 3.94 3.89
57 4.07 4.05 4.01 3.95
58 4.15 4.12 4.08 4.01
59 4.24 4.20 4.15 4.08
60 4.33 4.29 4.23 4.15
61 4.43 4.38 4.32 4.22
62 4.53 4.48 4.40 4.29
63 4.64 4.58 4.49 4.36
64 4.76 4.69 4.59 4.44
65 4.89 4.80 4.69 4.52
66 5.02 4.92 4.79 4.59
67 5.17 5.05 4.89 4.67
68 5.32 5.19 5.00 4.75
69 5.49 5.33 5.12 4.82
70 5.68 5.48 5.23 4.90
71 5.87 5.64 5.35 4.97
72 6.09 5.81 5.47 5.04
73 6.32 5.99 5.59 5.10
74 6.57 6.18 5.71 5.16
75 6.84 6.37 5.83 5.22
</TABLE>

Calendar Year in which 1st payment is due:
Adjusted Age is Actual Age:

1998-2000 2001-2005 2006-2010 2011-2015 2016-2020
minus 0 minus 1 minus 2 minus 3 minus 4

2021-2025 2026-2030 2031-2035 2036 AND LATER
minus 5 minus 6 minus 7 minus 8

TL-22240 TLAC Ed. 1-99
21
<PAGE> 22

LIFE ANNUITY TABLES
GUARANTEED AMOUNT OF MONTHLY ANNUITY PAYMENTS
PURCHASED WITH EACH $1,000 OF PROCEEDS APPLIED

OPTIONS 1 AND 2- SINGLE LIFE ANNUITIES

THIS TABLE WILL BE USED FOR QUALIFIED CONTRACTS

<TABLE>
<CAPTION>
UNISEX NUMBER OF MONTHLY PAYMENTS GUARANTEED
----------------
ADJUSTED NONE 120 180 240
----------------
AGE
<S> <C> <C> <C> <C> <C>
45 3.49 3.48 3.47 3.45
46 3.54 3.53 3.51 3.49
47 3.59 3.57 3.56 3.53
48 3.64 3.62 3.60 3.58
49 3.69 3.68 3.65 3.62
50 3.75 3.73 3.71 3.67
51 3.81 3.79 3.76 3.72
52 3.87 3.85 3.82 3.77
53 3.94 3.91 3.88 3.83
54 4.01 3.98 3.94 3.88
55 4.08 4.05 4.01 3.94
56 4.16 4.12 4.07 4.00
57 4.24 4.20 4.15 4.07
58 4.33 4.28 4.22 4.13
59 4.42 4.37 4.30 4.20
60 4.52 4.46 4.38 4.27
61 4.63 4.56 4.47 4.34
62 4.75 4.67 4.56 4.41
63 4.87 4.78 4.65 4.48
64 5.00 4.89 4.75 4.55
65 5.14 5.01 4.85 4.62
66 5.29 5.14 4.95 4.70
67 5.45 5.28 5.06 4.77
68 5.62 5.42 5.17 4.84
69 5.81 5.57 5.28 4.91
70 6.00 5.72 5.39 4.98
71 6.22 5.89 5.50 5.04
72 6.44 6.06 5.62 5.10
73 6.69 6.23 5.73 5.16
74 6.95 6.41 5.84 5.21
75 7.24 6.60 5.95 5.26
</TABLE>

Dollar amounts of the monthly Annuity payments for the first and second
options are based on the Annuity 2000 Table (blended 50%/50%
female/male). The above tables assume a year 2000 issue, and project
mortality improvements into the future using Projection Scale G. These
tables assume a net investment rate of 3% per Annum, assuming a 365-day
year.

Calendar Year in which 1st payment is due:
Adjusted Age is Actual Age:

1998-2000 2001-2005 2006-2010 2011-2015 2016-2020
minus 0 minus 1 minus 2 minus 3 minus 4

2021-2025 2026-2030 2031-2035 2036 AND LATER
minus 5 minus 6 minus 7 minus 8

TL-22240 TLAC Ed. 1-99
22
<PAGE> 23

LIFE ANNUITY TABLES
GUARANTEED AMOUNT OF MONTHLY ANNUITY PAYMENTS
PURCHASED WITH EACH $1,000 OF PROCEEDS APPLIED

OPTION 3 - JOINT AND LAST SURVIVOR LIFE ANNUITY

THESE TABLES WILL BE USED FOR NONQUALIFIED CONTRACTS

MALE
ADJUSTED FEMALE ADJUSTED AGE
AGE 45 50 55 60 65 70 75
<S> <C> <C> <C> <C> <C> <C> <C> <C>
45 3.18 3.27 3.35 3.42 3.47 3.51 3.54
50 3.24 3.36 3.47 3.58 3.66 3.73 3.78
55 3.29 3.43 3.59 3.74 3.87 3.99 4.08
60 3.32 3.49 3.69 3.89 4.09 4.28 4.43
65 3.35 3.54 3.76 4.02 4.31 4.59 4.84
70 3.36 3.57 3.82 4.13 4.49 4.89 5.29
75 3.37 3.59 3.86 4.21 4.63 5.14 5.71
</TABLE>

OPTION 4 - JOINT AND LAST SURVIVOR LIFE ANNUITY
REDUCED BY 50% ON DEATH OF PRIMARY PAYEE

<TABLE>
<CAPTION>
AGE OF PRIMARY MALE
AND SECONDARY
FEMALE DOLLAR AMOUNT
<S> <C> <C>
45 3.37
50 3.60
55 3.88
60 4.26
65 4.79
70 5.52
75 6.54
</TABLE>

Dollar amounts of the monthly Annuity payments for the third and fourth options
are based on the Annuity 2000 Table. The above tables assume a year 2000 issue,
and project mortality improvements into the future using Projection Scale G.
These tables assume a net investment rate of 3% per Annum, assuming a 365-day
year.

Calendar Year in which 1st payment is due:
Adjusted Age is Actual Age:

1998-2000 2001-2005 2006-2010 2011-2015 2016-2020
minus 0 minus 1 minus 2 minus 3 minus 4

2021-2025 2026-2030 2031-2035 2036 AND LATER
minus 5 minus 6 minus 7 minus 8

LIFE ANNUITY TABLES
GUARANTEED AMOUNT OF MONTHLY ANNUITY PAYMENTS

TL-22240 TLAC Ed. 1-99
23
<PAGE> 24

PURCHASED WITH EACH $1,000 OF PROCEEDS APPLIED

THESE TABLES WILL BE USED FOR QUALIFIED CONTRACTS

OPTION 3 - JOINT AND LAST SURVIVOR LIFE ANNUITY

<TABLE>
<CAPTION>
UNISEX
ADJUSTED UNISEX ADJUSTED AGE
AGE 45 50 55 60 65 70 75
<S> <C> <C> <C> <C> <C> <C> <C> <C>
45 3.19 3.26 3.33 3.38 3.41 3.44 3.46
50 3.26 3.37 3.46 3.54 3.61 3.66 3.69
55 3.33 3.46 3.60 3.72 3.83 3.91 3.98
60 3.38 3.54 3.72 3.90 4.07 4.22 4.33
65 3.41 3.61 3.83 4.07 4.32 4.56 4.75
70 3.44 3.66 3.91 4.22 4.56 4.91 5.23
75 3.46 3.69 3.98 4.33 4.75 5.23 5.74
</TABLE>

OPTION 4 - JOINT AND LAST SURVIVOR LIFE ANNUITY
REDUCED BY 50% ON DEATH OF PRIMARY PAYEE

<TABLE>
<CAPTION>
AGE OF PRIMARY
AND SECONDARY UNISEX DOLLAR AMOUNT
<S> <C> <C>
45 3.34
50 3.55
55 3.82
60 4.19
65 4.70
70 5.40
75 6.40
</TABLE>

Dollar amounts of the monthly Annuity payments for the third and fourth options
are based on the Annuity 2000 Table (blended 50%/50% female/male). The above
tables assume a year 2000 issue, and project mortality improvements into the
future using Projection Scale G. These tables assume a net investment rate of 3%
per Annum, assuming a 365-day year.

Calendar Year in which 1st payment is due:
Adjusted Age is Actual Age:

1998-2000 2001-2005 2006-2010 2011-2015 2016-2020
minus 0 minus 1 minus 2 minus 3 minus 4

2021-2025 2026-2030 2031-2035 2036 AND LATER
minus 5 minus 6 minus 7 minus 8

TL-22240 TLAC Ed. 1-99
24
<PAGE> 25

LIFE ANNUITY TABLES
GUARANTEED AMOUNT OF MONTHLY ANNUITY PAYMENTS
PURCHASED WITH EACH $1,000 OF PROCEEDS APPLIED

OPTION 5 - PAYMENTS FOR A FIXED PERIOD

THIS TABLE WILL BE USED WITH QUALIFIED AND NONQUALIFIED CONTRACTS.

<TABLE>
<CAPTION>
MONTHLY MONTHLY
NUMBER OF PAYMENT NUMBER OF PAYMENT
YEARS AMOUNT YEARS AMOUNT
<S> <C> <C> <C> <C>
10 9.61 21 5.32
11 8.86 22 5.15
12 8.24 23 4.99
13 7.71 24 4.84
14 7.26 25 4.71
15 6.87 26 4.59
16 6.53 27 4.47
17 6.23 28 4.37
18 5.96 29 4.27
19 5.73 30 4.18
20 5.51
</TABLE>

The dollar amounts of the monthly Annuity payments for the fifth option are
based on a net investment rate of 3% per annum, assuming a 365-day year.

TL-22240 TLAC Ed. 1-99

25
<PAGE> 26

THIS PAGE LEFT INTENTIONALLY BLANK.

TL-22240 TLAC Ed. 1-99

26
<PAGE> 27

THIS PAGE LEFT INTENTIONALLY BLANK.

TL-22240 TLAC Ed. 1-99
27
<PAGE> 28

FLEXIBLE PREMIUM INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACT
LIFE ANNUITY COMMENCING AT MATURITY DATE

ELECTIVE OPTIONS NON-PARTICIPATING

TL-22240 TLAC Ed. 1-99

<PAGE> 29

WAIVER OF WITHDRAWAL CHARGE FOR NURSING HOME CONFINEMENT

THE EFFECTIVE DATE OF THIS RIDER IS ONE YEAR AFTER THE CONTRACT DATE SHOWN IN
THE CONTRACT SPECIFICATIONS PAGE OF THE CONTRACT.

This rider is made available when the Annuitant is age 70 or under on the
Contract Date and is made part of the Contract to which it is attached.

If after the effective date of this rider, and prior to the Maturity Date of the
Contract, the Annuitant begins confinement in an Eligible Nursing Home, and
remains confined for the Qualifying Period, You may make a total or partial
withdrawal, subject to the Maximum Withdrawal Amount, without incurring a
withdrawal charge. We will waive the withdrawal charge only for withdrawals made
during continued confinement in an Eligible Nursing Home after the Qualifying
Period has been satisfied, or within sixty (60) days after such confinement
ends. We will require proof of confinement in a form satisfactory to Us. Part of
the proof may be certification by a licensed physician that such confinement is
medically necessary.

DEFINITIONS:

An ELIGIBLE NURSING HOME is an institution or special nursing unit of a hospital
which:

(a) Is Medicare approved as a provider of skilled nursing care
services; and

(b) Is not, other than in name only, an acute care hospital, a home
for the aged, a retirement home, a rest home, a community living
center, or a place mainly for the treatment of alcoholism.

Meets all of the following standards:

(a) It is licensed as a Nursing Care Facility by the state in which it
is located;

(b) It is either a freestanding facility or a distinct part of another
facility such as a ward, wing, unit or swing-bed of a hospital or
other facility;

(d) Its primary function is to provide nursing care and room and
board; and the facility charges for these services. The care must
be performed under the direction of a licensed physician, or
registered nurse (RN), or licensed practical nurse (LPN);

(e) It may include care provided by a licensed physical, respiratory,
occupational or speech therapist; and

(f) It is not, other than in name only, an acute care hospital, a home
for the aged, a retirement home, a rest home, a community living
center, or a place mainly for the treatment of alcoholism.

QUALIFYING PERIOD is confinement in an Eligible Nursing Home for 90 consecutive
days.

TL-22243 TLAC ED. 1-99

29
<PAGE> 30

EXCLUSIONS

We will not waive withdrawal charges if confinement is due to one of more of the
following causes:

(a) Mental, nervous, emotional or personality disorder without
demonstrable organic disease, including, but not limited to,
neurosis, psychoneurosis, psychopathy or psychosis;

(b) the voluntary taking or injection for drugs, unless prescribed or
administered by a licenses physician;

(d) sensitivity to drugs voluntarily taken, unless prescribed by a
physician;

(e) drug addiction, unless addiction results from the voluntary taking
of drugs prescribed by a licensed physician, or the involuntary
taking of drugs.

MAXIMUM WITHDRAWAL AMOUNT

The Maximum Withdrawal Amount available without incurring a withdrawal charge is
the Contract Value on the next Valuation Date following written proof of claim,
less any Purchase Payments made within 12 months prior to the date confinement
in an Eligible Nursing Home begins, less any Purchase Payment Credits applied
within 12 months of the date of the withdrawal, less any additional Purchase
Payments made on or after the Annuitant's 71st birthday.

NOTICE OF CLAIM

Written notice of claim must be given to Us following completion of the
Qualifying Period, and either while the Annuitant continues to be confined or
within 60 days after discharge from an Eligible Nursing Home. If notice cannot
be given to Us within 60 days, it must be given as soon as reasonably possible.

PAYMENT OF CLAIMS

Benefits payable under this rider will be paid as soon as We receive proper
written proof of claim. The portion of the Contract Value that is surrendered
will be paid in a lump sum to You.

DENIAL OF WAIVER BENEFIT

If the waiver benefit is denied, the surrender proceeds will not be disbursed
until You are notified of the denial and provided with the opportunity to
reapply for the surrender proceeds or to reject the surrender proceeds.

TAX IMPLICATIONS

Receipt of any portion of the Contract Value may be taxable to You as the Owner,
please consult Your tax advisor.

THE TRAVELERS LIFE AND ANNUITY COMPANY

/s/ M.A CARPENTER

PRESIDENT

TL-22243 TLAC ED. 1-99

30
<PAGE> 31

DEATH BENEFIT ENDORSEMENT

This endorsement is made part of the Contract as of the date it is attached to
the Contract.

The "DEATH BENEFIT PROVISIONS" section of the Contract is deleted
and replaced with the following:

================================================================================
DEATH BENEFIT PROVISIONS
================================================================================

DEATH OF ANNUITANT

DEATH OF OWNER WITH ANNUITANT SURVIVING

DEATH PROCEEDS PRIOR TO THE MATURITY DATE

Upon the death of the Annuitant, the death benefit payable as of the Death
Report Date will be the greatest of (a), (b) or (c) below, less any applicable
Premium Tax:

(a) the Contract Value less any Purchase Payment Credits applied
within 12 months of death;

(b) the total Purchase Payments less the total amount of any partial
surrenders made under this Contract; or

STEP-UP VALUE

The Step-Up Value will initially equal the initial Purchase Payment. Whenever an
additional Purchase Payment is made, the Step-Up Value will be increased by the
amount of that Purchase Payment. Whenever a partial surrender is taken, the
Step-Up Value will be reduced by a Partial Surrender Reduction as described
below. On each Contract anniversary that occurs before the Annuitant's 80th
birthday and before the Annuitant's death, if the Contract Value less any
Purchase Payment Credits applied within the last 12 months is greater than the
Step-Up Value, the Step-Up Value will be reset to equal the Contract Value less
any Purchase Payment Credits applied within the last 12 months. The Step-Up
Value will not be reduced on these anniversary recalculations (provided no
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 or partial surrenders as described above.

PARTIAL SURRENDER REDUCTION

The Partial Surrender Reduction is equal to (1) the amount of death benefit
payable immediately prior to the reduction for the partial surrender, multiplied
by (2) the amount of the partial surrender divided by (3) the Contract Value
less any Purchase Payment Credits applied within 12 months of the Annuitant's
death, immediately prior to the partial surrender.

TL-22241 TLAC Ed. 1-99

31
<PAGE> 32

DEATH PROCEEDS AFTER THE MATURITY DATE

If the Annuitant dies on or after the Maturity Date, We will pay the Beneficiary
a death benefit consisting of any benefit remaining under the Annuity option
then in effect.

INTEREST ON DEATH PROCEEDS

Any interest on death proceeds will be paid in accordance with rules in effect
in Your state at the time of death.

THE TRAVELERS LIFE AND ANNUITY COMPANY

/s/ M.A CARPENTER

PRESIDENT

TL-22241 TLAC Ed. 1-99

<PAGE> 33

ROTH INDIVIDUAL RETIREMENT ANNUITY QUALIFICATION RIDER

As requested by you, this Contract is amended as follows to qualify as a Roth
Individual Retirement Annuity (IRA) under Section 408A of the Code of 1986, as
amended. Notwithstanding any other specific provisions in the contract to the
contrary, the contract is amended to restrict the rights of the Owner or
Annuitant any Beneficiary, and to limit contributions as follows:

EXCLUSIVE BENEFIT

This Contract is established for the exclusive benefit of the Owner and the
Owner's Beneficiaries.

TRANSFER OF OWNERSHIP/ASSIGNMENT

This Owner may not transfer ownership of the contract, sell the contract, or
assign or pledge the contract as collateral for a loan or as security for the
performance of an obligation or for any other purpose, to any person other than
the Company or a former spouse of the Owner under a divorce decree or under a
written instrument incident to that divorce.

CREDITOR CLAIMS

To the extent permitted by law, no right or benefit of the owner, Annuitant or
Beneficiary under this contract shall be subject to the claims or creditors or
any legal process.

LIMITATION ON PURCHASE PAYMENTS

The contract will accept contributions only as follows:

Contributions to this Contract must be paid in cash and, except in the case of a
trustee-to-trustee transfer from another Roth IRA, or in the case of a qualified
rollover contribution, may not exceed the excess of the Owner's contribution
limit for the taxable year over the aggregate contributions made during the
taxable year to all other Roth IRAs and IRAs held by the Owner. Contributions
may be made without respect to the age of the Owner.

The contribution limit for the taxable year is either (1) the lesser of $2,000
or 100% of compensation of the Owner for the taxable year, or (2) where the
Owner files a joint return and receives less compensation for the taxable year
than the Owner's spouse, the lesser of $2,000 or 100% of the compensation of the
Owner and the Owner's spouse for the taxable year less the spouse's contribution
to a Roth IRA or IRA for the taxable year, if any.

When the Owner's adjusted gross income (AGI) excess the applicable dollar limit
(ADL; see description below), the annual contribution limit is reduced by the
following amount -
<TABLE>
<S> <C>
Annual
Contribution Limit x Owner's AGI-ADL
-------
$15,000 ($10,000 if the Owner is married)
</TABLE>

For purposes of this section, AGI does not include any amount included in gross
income as a result of a rollover of an IRA to a Roth IRA and is reduced by any
deduction under section 219 of the Code.

The ADL is $150,000 for an Owner filing a joint return, $95,000 for an Owner
filing a single return, and $- 0- for a married Owner filing a separate return.

ROLLOVER CONTRIBUTION

A qualified rollover contribution described in section 408A(c) can be made only
from (1) another Roth IRA or (2) another IRA, which is not a Roth IRA, and can
be made from an IRA other than a Roth IRA only if the Owner's adjusted gross
income for the taxable year of the rollover does not exceed $100,000.

COMPENSATION

For purposes of this section, compensation means wages, salaries, professional
fees, or other amounts derived from or received for personal service actually
rendered (including, but not limited to commissions paid salespersons,
compensation for services on the basis of a percentage of profits, commissions
on insurance premiums, tips, and bonuses) and includes earned income, as

TL-22186 TLAC Ed. 1-98

33
<PAGE> 34

defined in the section 401(c)(2) (reduced by the deduction the self-employed
individual takes for contributions made to a self-employed retirement plan). For
purpose of this definition, section 401(c)(2) shall be applied as if the term
trade or business for purposes of section 1402 included service described in
subsection (c)(6). Compensation does not include amounts derived from or
received as earnings or profits from property (including but not limited to,
interest and dividends) or amounts not includible in gross income. Compensation
also does not include any amount received as a pension or annuity or as deferred
compensation. The term "compensation" shall include any amount includible in the
Owner's gross income under section 71 with respect to a divorce or separation
instrument described in subparagraph (A) of section 71(b)(2).

DISTRIBUTION REQUIREMENTS

The Owner's entire interest will be distributed in accordance with one of the
following provisions, as elected:

A. (1) The Owner's entire interest will be paid by December 31 following the
fifth anniversary of the Owner's death.

(2) If any portion of the Owner's interest is payable to a designated
Beneficiary and such Beneficiary has not elected (1) above, then the
entire interest which is payable to the Beneficiary will be distributed
in substantially equal installments over a period not exceeding the life
or life expectancy of the designated Beneficiary, commencing by December
31 following the first anniversary of the Owner's death. The designated
beneficiary may elect at any time to receive greater payments if
otherwise permitted under the terms of the contract.

(3) In applying the requirements of A92) to any portion of the Owner's
interest which is payable to the Owner's surviving spouse, the date on
which the payments must commence is the later of (a) December 31
following the date the decease Owner would have attained age 70 1/2 or
(b) December 31 following the first anniversary of the Owner's death.

(4) If the designated Beneficiary of the Owner is the Owner's surviving
spouse, the spouse may treat the contract as the spouse's own Roth IRA.
This election will be deemed to have been made if the surviving spouse
makes a rollover or other contribution into this contract or if the
surviving spouse has failed to satisfy one or more requirements
described in (1) or (2). If the Owner's surviving spouse dies before
distributions are required to begin under this section, the Owner's
surviving spouse will be treated as having elected to made the Roth IRA
his or her own Roth IRA.

B. For purposes of this section, life expectancy will be computed by use of the
return of multiples specified in Tables V or VI of Section 1.72-9 of the
Income Tax Regulations based on the attained age of such Beneficiary during
the calendar year in which distributions are required to commence pursuant to
this section. Payments for any subsequent calendar year will be based on this
life expectancy reduced by one for each calendar year which has elapsed since
the calendar year life expectancy was first calculated. A designated
beneficiary of the Owner who is the Owner's surviving spouse may elect, prior
to the time that payments have begun to him or her, to redetermined life
expectancy each year based on the beneficiary's attained age in each such
year.

REPORTS

As the issuer of this Contract, we will furnish reports concerning the status of
the Annuity at least annually.

AMENDMENT

This Contract may be amended by us at any time to maintain its qualified status
as a Roth IRA. Any such amendment may be made retroactively effective if
necessary or appropriate to conform to the requirements of the Code (or any
State law granting IRA tax benefits).

THE TRAVELERS LIFE AND ANNUITY COMPANY

/s/ M.A CARPENTER

PRESIDENT

TL-22186 TLAC Ed. 1-98

<PAGE> 35

TAX-SHELTERED ANNUITY QUALIFICATION RIDER

This rider is made a part of this contract in order to comply with Section
403(b) of the Code. The provisions in this contract supersede any contrary
provisions in the contract. The following conditions, restrictions and
limitations apply.

OWNER

This contract belongs to the owner shown on the CONTRACT SPECIFICATIONS. As
owner, you have the sole power to exercise rights and receive benefits under
this contract during the Annuitant's lifetime. In order to maintain tax
qualification, this contract may not be sold, assigned, transferred, discounted
or pledged as collateral for a loan or as security for the performance of an
obligation or for any other purpose except as may be required or permitted under
applicable sections of the Code. We will administer this contract only as a Tax
Qualified Contract under Section 403(b) of the Code.

You will be the recipient of all payments while the Annuitant is alive unless
you direct them to an alternative recipient under a Recorded payment direction.
An alternative recipient under a payment direction does not become the owner. A
payment direction is revocable by you at any time by Written Request giving 30
days advance notice.

Joint ownership is not permitted under this contract.

TRANSFER OF OWNERSHIP/ASSIGNMENT

This contract shall not be pledged or otherwise encumbered and it shall not be
sold, assigned, pledged as collateral for a loan, or otherwise transferred to
any other person or entity other than us.

CREDITOR CLAIMS

To the extent permitted by law, no right or benefit of the owner, Annuitant or
Beneficiary under this contract shall be subject to the claims or creditors or
any legal process.

BENEFICIARY

The beneficiary is the party named in a Written Request. The Beneficiary
receives any remaining contractual benefits upon the death of the Annuitant. You
may change or add a Beneficiary by Written Request during the lifetime of the
Annuitant and while this contract continues, subject to the Annuitant's provided
in this rider. Once a change of Beneficiary is Recorded by us, it will be effect
as of the date of the request, subject to any payments made or other actions
taken by us before the recording.

If no Beneficiary has been named by you, or none survives when the Annuitant
dies, the interest of any Beneficiary will pass:

a) to the estate of the owner; or

b) to the trustee or plan administrator of a trusteed Tax Qualified plan
contract for further distribution in accordance with the plan.

ANNUITANT/CONTINGENT ANNUITANT

The Annuitant is the individual shown on the CONTRACT SPECIFICATIONS on whose
life the first Annuity payment is made. The Annuitant may not be changed after
the Contract Date except as may be provided hereunder.

No contingent annuitant is permitted under this contract.

DEATH OF ANNUITANT/DEATH OF OWNER WITH ANNUITANT SURVIVING

A death benefit is payable to the Beneficiary upon the death of the Annuitant
before the Maturity Date. A death benefit is also payable under those Settlement
Options which provide for death benefits. We will pay the Beneficiary the death
benefit in a single sum as described below upon receiving Due Proof of Death. A
Beneficiary may request that a death benefit payable under this contract be
applied to a Settlement Option subject to the provisions of this contract.

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MATURITY DATE

The Maturity Date is shown on the CONTRACT SPECIFICATIONS. This is the date on
which we will begin paying you the first of a series of Annuity or Income
payments in accordance with the Settlement Option elected by you. Annuity or
Income payments will begin under this contract on the Maturity Date unless the
contract has been fully surrendered or the proceeds have been paid to the
Beneficiary prior to that date. We may require proof that the Annuitant is alive
before Annuity payments are made. If no Maturity Date is specified, the
automatic Maturity Date will be the date when the Annuitant reaches age 70.

Additionally, to the extent permitted by law, at least 30 days before the
original Maturity Date, you may change the Maturity Date by Written Request to a
later date with our consent.

ELECTION OF SETTLEMENT OPTIONS

On the Maturity Date, or other agreed upon date, we will pay the amount payable
under this contract in one lump sum or in accordance with the Option elected by
you. While the Annuitant is alive you may change your Settlement Option election
by Written Request, but only before the Maturity Date. Once Annuity or Income
payments have commenced, no further election changes are allowed.

If no election has been made on the Maturity Date and if the Annuitant is living
and has a spouse, we will pay to you the first of a series of monthly Annuity
payments based on the life of the Annuitant as primary payee and the Annuitant's
spouse as secondary payee in accordance with Annuity Option 4. During the
Annuitant's lifetime, if no election has been made and the Annuitant has no
spouse on the Maturity Date, we will pay to you the first of a series of monthly
Annuity payments based on the life of the Annuitant, in accordance with Annuity
Option 2, with 120 monthly payments assured.

ELECTIVE DEFERRAL CONTRIBUTION LIMITS

In order to meet the qualification requirements of Code Section 403(b), elective
deferral contributions may not exceed the limitations in effect under Code
Section 402(g).

This rule is an individual limitation that applies to all elective deferral
plans, contracts or arrangements in the aggregate.

WITHDRAWAL RESTRICTIONS

To qualify as a contract which can defer compensation under a Code Section
403(b) plan or arrangement, the withdrawal restrictions under Code Section
403(b)(11) must be met.

Withdrawals attributable to contributions made pursuant to a salary reduction
agreement may be paid only upon or after attainment of age 59 1/2, separation
from service, death, total or permanent disability (as defined in Code Section
72(m)(7)) or in the case of hardship (as defined in the Treasury Regulations).
The hardship exception applies only to the salary reduction contributions and
not to any income attributable to such contribution.

These withdrawal restrictions apply to years beginning after December 31, 1988
but only with respect to assets other than those assets held as of the close of
the last year beginning before January 1, 1989.

If contributions attributable to a custodial account described in Section
403(b)(7) of the Code are transferred to this contract, the following
conditions, restrictions, and limitations apply:

Withdrawals attributable to these transferred contributions may be paid
only upon or after attainment of age 59 1/2, separation from service,
death, or total and permanent disability (as defined in Code Section
72(m)(7)).

Withdrawals on account of hardship may be made only with respect to assets
attributable to a custodial account as of the close of the last year
beginning before January 1, 1989 and amounts contributed thereafter under
a salary reduction agreement but not to any income attributable to such
conditions.

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ELIGIBLE ROLLOVERS

To the extent you are otherwise eligible for a distribution under this contract,
and provided the distribution is an eligible rollover distribution, you may
elect to have such distribution or a portion of it paid directly to an eligible
retirement plan. You must specify the eligible retirement plan to which such
distribution is to be paid in a form and at such time acceptable to us. Such
distribution shall be made as of a direct transfer to the eligible retirement
plan so specified. Contract surrender penalties may apply to all rollovers.

Previously taxed amounts in this contract are not eligible for rollover. Amounts
that are rolled over are taxed generally until later distributed. An eligible
rollover distribution includes generally any taxable distribution or portion
thereof from this contract except:

a. any distribution which is one of a series of substantially equal
periodic payments made not less frequently than annually and made to
you for life or life expectancy or to you or your joint life
beneficiary for joint lives or life expectancies, or for a specified
period of 10 years or more, or

b. any distribution which is a required distribution as described below
under "MANDATORY DISTRIBUTION REQUIREMENTS."

An eligible retirement plan includes an individual retirement annuity or account
described in Code Section 408. It also includes a tax sheltered annuity plan or
arrangement under Code Section 403(b), provided it accepts eligible rollovers
and is a defined contribution plan.

If you receive a distribution that is eligible for rollover, but you receive the
check directly, then mandatory income tax withholding will be taken from the
distribution. You may roll over the balance to an individual retirement annuity
or account within 60 days of receipt, and may make up the amount withheld from
other sources in the rollover in order to roll over the maximum without possible
early distribution tax penalty on the amount of the tax withholding.

MANDATORY DISTRIBUTION REQUIREMENTS

In order to meet the qualification requirements of Code Section 403(b), all
plans must meet the required mandatory distribution rules in Code Section
401(a)(9).

Code Section 401(a)(9) states that a plan will not be qualified unless the
entire interest of each employee is distributed to such employee not later than
the "required beginning date" or over the life or life expectancy of such
employee or over the lives or joint life expectancy of such employee and a
designated Beneficiary. Generally, the "required beginning date" means April 1
of the calendar year following the later of (1) the calendar year in which the
employee attains age 70 1/2, or (2) the calendar year in which the employee
retires, except that in the event that the employee is a 5% owner, the "required
beginning date" is April 1 of the calendar year in which the employee attains
age 70 1/2.

If the employee dies after the distribution has begun but before his/her entire
interest has been distributed, the remaining interest must be paid out at least
as rapidly as it was being paid out under the method of payment in effect at the
time of death. If the employee dies before the distribution of his/her entire
interest has begun, the entire interest must be distributed within five years
after the employee's death or an Annuity payable over no longer than life or
life expectancy must be distributed to an electing designated Beneficiary
starting within one year of the employee's death. A spousal designated
Beneficiary may elect to defer distributions until the employee would have
attained the age of 70 1/2.

ADMINISTRATIVE COMPLIANCE

If changes in the Code and related law, regulations and rulings require a
distribution greater than described above in order to keep this Annuity
qualified under the Code, we will administer the contract in accordance with
these laws, regulations and rulings. We will provide you with a revised rider
describing any necessary changes, following all regulatory approvals.

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AMENDMENT

Notwithstanding any provision in this contract or in the 403(b) plan of which
this contract is a part, we reserve the right to amend or modify the contract or
any rider or any endorsement thereto, to the extent necessary to comply with any
law, regulation or other requirement in order to establish or maintain the
qualified status of such plan. Any such amendment or modification may be made
retroactively to conform to the requirements of such law, regulation or other
requirement.

THE TRAVELERS LIFE AND ANNUITY COMPANY

/s/ M.A CARPENTER

President

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PENSION/PROFIT SHARING PLAN QUALIFICATION RIDER

If the owner of this contract requested that it be issued to comply with Section
401(a) of the Code, the following conditions, restrictions and limitations apply
to this contract. The contract shall constitute an asset of the qualified
pension or profit-sharing plan established under Code Section 401(a) and the
regulations thereunder and the contract shall be subject to the provisions,
terms and conditions of such qualified plan. The amounts held under this
contract will be used for the exclusive benefit of the employees and their
beneficiaries. The provisions in this rider supersede any contrary provisions in
the contract.

OWNER

Joint ownership is not permitted under this contract.

TRANSFER OF OWNERSHIP ASSIGNMENT

This contract shall not be pledged or otherwise encumbered and it shall not be
sold, assigned, or otherwise transferred to any other person or entity other
than us.

CREDITOR CLAIMS

To the extent permitted by law, no right or benefit of the owner, Annuitant or
Beneficiary under this contract shall be subject to the claims or creditors or
any legal process.

BENEFICIARY

The beneficiary is the party named in a Written Request. The Beneficiary
receives any remaining contractual benefits upon the death of the Annuitant. You
may change or add a Beneficiary by Written Request during the lifetime of the
Annuitant and while this contract continues, subject to the limitations provided
in this rider. Once a change of Beneficiary is Recorded by us, it will be effect
as of the date of the request, subject to any payments made or other actions
taken by us before the recording.

If no Beneficiary has been named by you, or none survives when the Annuitant
dies, the interest of any Beneficiary will pass:

a) to the estate of the owner; or

b) to the trustee or plan administrator of a trusteed Tax Qualified plan
contract for further distribution in accordance with the plan.

ANNUITANT/CONTINGENT ANNUITANT

No contingent annuitant is permitted under this contract.

DEATH OF ANNUITANT/DEATH OF OWNER WITH ANNUITANT SURVIVING

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MATURITY DATE

Additionally, to the extent permitted by law, at least 30 days before the
original Maturity Date, you may change the Maturity Date by Written Request to a
later date with our consent.

ELECTION OF SETTLEMENT OPTIONS

MANDATORY DISTRIBUTION RESTRICTIONS

In order to meet the qualification requirements of Code Section 401(a), all
plans must meet the required mandatory distribution rules in Code Section
401(a)(9).

Code Section 401(a)(9) states that a plan will not be qualified unless the
entire interest of each employee is distributed to such employee not later than
the "required beginning date" or over no longer than the life or life expectancy
of such employee or the lives or joint life expectancy of such employee and a
designated Beneficiary. Generally, the "required beginning date" means April 1
of the calendar year following the later of (1) the calendar year in which the
employee attains age 70 1/2, or (2) the calendar year in which the employee
retires, except that in the event the employee is a 5% owner, the "required
beginning date" is April 1 of the calendar year following the calendar year in
which the employee attains age 70 1/2.

If the employee dies before his/her entire interest has been distributed, the
remaining interest must be paid out at least as rapidly as under the method of
payment in effect at the time of death. If the employee dies before the
distribution of his/her entire interest has begun, the entire interest must be
distributed within five years after the employee's death or an Annuity payable
over no longer than life or life expectancy must be distributed to an electing
designated Beneficiary starting within one year of the employee's death. A
spousal designated Beneficiary may elect to defer distributions until the
employee would have attained the age of 70 1/2.

ANNUITIES DISTRIBUTED UNDER QUALIFIED PLANS

If the applicant for this contract requested that it be issued to comply with
Section 401(a) of the Code, and this contract has subsequently been transferred
to the Annuitant, the following conditions, restrictions and limitations apply
to this contract in addition to the above.

Spousal Consent

Death Benefit - If the Annuitant dies while the contract continues and the
Annuitant has a spouse at the time of the Annuitant's death, we will pay the
death benefit to a person other than the current spouse of the Annuitant only if
proof of spousal consent, which meets the requirements of Section 417 of the
Code, is furnished to us.

If the Beneficiary is not the current spouse and such spousal consent is not
furnished, we will pay 50% of the death benefit to the current spouse. We will
pay the balance of the death benefit to the Beneficiary.

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Cash Surrender - Before the due date of the first Annuity or Income Payment, 1)
if you do not have a spouse and without the consent of any Beneficiary; or, 2)
if you do have a current spouse then only with the written consent of your
spouse, as required by Section 417 of the Code; we will pay to you all or any
portion of the Cash Surrender Value of the contract upon receipt of your Written
Request for it.

Settlement Option - If the Annuitant is living on the Maturity Date, payment
must be made in accordance with Option 4 under ANNUITY OPTIONS unless you elect
another form of Annuity Option and furnish us a qualified election which meets
the requirements of Section 417 of the Code.

AMENDMENT

Notwithstanding any provision to the contrary in this contract or the qualified
pension or profit-sharing plan of which this contract is a part, we reserve the
right to amend or modify the contract or any rider or endorsement thereto, to
the extent necessary to comply with any law, regulation or other requirement in
order to establish or maintain the qualified status of the plan. Any such
amendment or modification may be made retroactively effective if necessary or
appropriate to conform to the conditions imposed by such law, regulation or
other requirement.

THE TRAVELERS LIFE AND ANNUITY COMPANY

/s/ M.A CARPENTER

President

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NONQUALIFIED ANNUITY RIDER - DISTRIBUTION REQUIREMENTS

This rider is made a part of this Contract as its Contract Date in order to
comply with the tax rules under Section 72(s) of the Code for required
distributions upon the death of any Contract Owner. The provisions in this
rider supersede any contrary provisions in the Contract. The following
conditions, restrictions and limitations must apply to maintain the tax
qualified status of Your Annuity.

REQUIRED DISTRIBUTIONS WHERE OWNER AND ANNUITANT DIE SIMULTANEOUSLY

If You are the Owner and the Annuitant or You are the Owner and You die
simultaneously with the Annuitant before payment of any Annuity Option begins,
an amount equal to the Death Benefit will be distributed within five years of
Your death to the Contract Beneficiary unless:

a. the Beneficiary elects by Written Request to have the proceeds
distributed over the Beneficiary's life or over a period not
extending beyond life expectancy, and the payments begin within one
year of Your death; or

b. the sole Beneficiary is Your spouse who elects by Written Request to
continue the Contract as the Owner and Annuitant.

If You are the Owner and the Annuitant or You are the Owner and You die
simultaneously with the Annuitant after an Annuity option begins but before Your
entire interest has been distributed, the remaining proceeds of the Contract
will be distributed at least as rapidly as they were being distributed under the
method of payment in effect at the time of Your death.

The death of the first Joint Owner triggers these distribution requirements.

NON-NATURAL OWNER HOLDING FOR NATURAL PERSONS

The above rules also apply if You are not an individual and the primary
Annuitant dies before payment of an Annuity Option begins. Payments will be made
to the Beneficiary. The primary Annuitant is the first-named Annuitant and the
individual who is of primary importance in affecting the timing or amount of
payments under the Contract.

If You are not an individual and the primary annuitant dies after payment of an
Annuity option begins, the remaining proceeds of the Contract will be
distributed at least as rapidly as they were being distributed under the method
of payment in effect at the time of the primary Annuitant's death.

REQUIRED DISTRIBUTIONS WHERE OWNER AND ANNUITANT DO NOT DIE SIMULTANEOUSLY

If You are the Owner but not the Annuitant, and You die before the Annuitant and
before payment of an Annuity Option begins, an amount equal to the Death Benefit
will be distributed within five years of Your death to the Joint Owner surviving
You. In this circumstance, the Joint Owner is the "designated beneficiary"
referred to in Section 72(s) of the Code, and his or her rights preempt those of
the Beneficiary named in a Written Request. The distribution may be made over a
period that exceeds five years from Your death or may be postponed by Your
spouse if:

a. the Joint Owner elects by Written Request to have the proceeds
distributed over his or her life or over a period not extending
beyond life expectancy, and the payments begin within one year of
Your death; or

b. the sole Joint Owner is Your spouse, who elects by Written Request
to continue the Contract as Owner.

The Joint Owner is determined by Contract designation. If there is no Joint
Owner or Beneficiary surviving You, ownership of this Contract passes to Your
estate. The estate or the individual taking the Contract benefits through Your
estate must take complete distribution within five years of Your death.

If You are the Owner but not the Annuitant, and You die after payment of an
Annuity Option begins, the remaining proceeds of the Contract will be
distributed at least as rapidly as they were being distributed under the method
of payment in effect at the time of Your death.

The death of the first Joint Owner triggers these distribution requirements.

ADMINISTRATIVE COMPLIANCE

If the Code and related law, regulations and rulings require a distribution
other than described above in order to keep this Annuity Contract qualified
under the Code, we will administer the Contract in accordance with these laws,
regulations, and rulings. We will provide You with a revised rider describing
any necessary changes, following all regulatory approvals.

THE TRAVELERS LIFE AND ANNUITY COMPANY

/s/ M.A CARPENTER

President

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INDIVIDUAL RETIREMENT ANNUITY QUALIFICATION RIDER

As requested by you, this Contract is amended as follows to qualify as an
Individual Retirement Annuity (IRA) under Section 408(b) of the Code of 1986, as
amended. The provisions of this rider supersede any contrary provisions in the
contract.

EXCLUSIVE BENEFIT

This Contract is established for the exclusive benefit of you or your
Beneficiaries.

OWNER

Joint ownership is not permitted under this contract.

TRANSFER OF OWNERSHIP/ASSIGNMENT

This contract shall not be pledged or otherwise encumbered and it shall not be
sold, assigned, or otherwise transferred to any other person or entity other
than us. No loans shall be made under this contract.

CREDITOR CLAIMS

To the extent permitted by law, no right or benefit of the owner, Annuitant or
Beneficiary under this contract shall be subject to the claims or creditors or
any legal process.

BENEFICIARY

The beneficiary is the party named in a Written Request. The Beneficiary
receives any remaining contractual benefits upon the death of the Annuitant. You
may change or add a Beneficiary by Written Request during the lifetime of the
Annuitant and while this contract continues. Once a change of Beneficiary is
Recorded by us, it will be effect as of the date of the request, subject to any
payments made or other actions taken by us before the recording.

If no Beneficiary has been named by you, or none survives when the Annuitant
dies, the interest of any Beneficiary will pass to the estate of the owner.

ANNUITANT/CONTINGENT ANNUITANT

No contingent annuitant is permitted under this contract.

DEATH OF ANNUITANT/DEATH OF OWNER WITH ANNUITANT SURVIVING

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MATURITY DATE

Additionally, to the extent permitted by law, at least 30 days before the
original Maturity Date, you may change the Maturity Date by Written Request to a
later date with our consent.

ELECTION OF SETTLEMENT OPTIONS

LIMITATION ON PURCHASE PAYMENTS

Notwithstanding the provisions of the Contract and except in the case of a
rollover contribution (as permitted by Section 402(c), 403(a)(4), 403(b)(8), or
408(d)(3) of the Code) or a contribution made in accordance with the terms of a
Simplified Employee Pension (SEP) program as described in Section 408(k) of the
Code, the total contributions shall not exceed the lesser of $2,000 or 100% of
compensation for any taxable year. In the case of a spousal IRA, the maximum
contribution shall not exceed the lesser of $4,000 or 100% of compensation, but
no more than $2,000 can be contributed to either spouse's IRA. In the case of a
Simplified Employee Pension Plan qualifying under Section 408(k), the annual
contribution under the Contract may not exceed the lesser of $30,000 or 15% of
compensation. No contributions will be accepted unless they are in cash.

The amount of purchase payments beyond the minimum purchase payment under this
Contract is not fixed. The minimum purchase payment must be received as a
rollover (see Section X). Payment of purchase payments beyond the first will not
be required to continue this contract.

Purchase payments after the first will not be required to continue this Contract
in force. We reserve the right, however, to terminate this Contract when no
purchase payments have been made for at least two consecutive years and the
Contract Value of the Contract is less than the termination amount of $1,000 or
the paid up Annuity benefit at maturity would be less than $20 per month. If
this Contract is terminated, we will pay you the Cash Surrender Value, if any.

COMPENSATION

Compensation means wages, salaries, professional fees, or other amounts derived
from or received from personal service actually rendered (including, but not
limited to, commissions) and includes earned income as defined in Code Section
401(c)(2). Compensation does not include amounts received as earnings or profits
from property or amounts not includable in gross income. Compensation also does
not include any amount received as a pension or Annuity or as deferred
compensation. The term compensation shall include any amount includible in the
individual's gross income under Code Section 71 with respect to a divorce or
separation instrument.

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DISTRIBUTION OF BENEFITS

Notwithstanding any provision of this contract to the contrary, the distribution
of an individual's interest shall be made in accordance with the minimum
distribution requirements of Section 408(a)(6) or Section 408(b)(3) of the Code
and the regulations thereunder, including the incidental death benefit
provisions of Section 1.401(a)(9)-2 of the proposed regulations, all of which
are herein incorporated by reference.

Your entire interest in the account must be distributed, or begin to be
distributed, by your required beginning date, which is the April 1 following the
calendar year in which you reach age 70 1/2. For each succeeding year, a
distribution must be made on or before December 31. By the required beginning
date you may elect to have the balance in the account distributed in one of the
following forms:

1. a single sum payment;

2. equal or substantially equal payments over your life;

3. equal or substantially equal payments over the lives of you and your
designated Beneficiary;

4. equal or substantially equal payments over a specified period that may
not be longer than your life expectancy;

5. equal or substantially equal payments over a specified period that may
not be longer than the joint life and last survivor expectancy of you
and your designated Beneficiary.

MINIMUM AMOUNTS TO BE DISTRIBUTED

If your interest is to be distributed in other than a lump sum or substantially
equal amounts as discussed above, then the amount to be distributed each year,
commencing at your required beginning date, must be at least an amount equal to
the quotient obtained by dividing your entire interest by your life expectancy
or the joint and survivor expectancy of you and your designated Beneficiary.

Life expectancy and joint and last survivor expectancy are computed by use of
the return multiples contained in section 1.72-9 of the Income Tax Regulations.
For purposes of this computation, the owner's life expectancy may be
recalculated no more frequently than annually; however, the life expectancy of a
non-spouse Beneficiary may not be recalculated.

If your designated Beneficiary is not your spouse, then the minimum amount
required to be distributed shall be the greater of the amount determined above,
or the amount determined under the incidental benefit rules set forth in
Treasury Regulation Section 1.401(a)(9)-2.

DEATH

If you die before your entire interest is distributed, the entire remaining
interest will be distributed as follows:

1. If you die on or after distributions have begun under the DISTRIBUTION
OF BENEFITS section, the entire remaining interest must be distributed
at least as rapidly as provided under the DISTRIBUTION OF BENEFITS
section.

2. If you die before distributions have begun under the DISTRIBUTION OF
BENEFITS section, the entire remaining interest must be distributed as
elected by you, or, if you have not so elected, as elected by the
Beneficiary or Beneficiaries, as follows:

a) by December 31st of the year containing the fifth anniversary of
your death; or

b) in equal or substantially equal payments over the life or life
expectancy of the designated Beneficiary or Beneficiaries
starting by December 31st of the year following the year of your
death. If the Beneficiary is your surviving spouse and he or she
elects to treat this contract as his or her own, this
distribution may be deferred until December 31st of the year you
would have turned age 70 1/2.

If your surviving spouse dies before distributions begin, the restrictions in
paragraphs 2 (a) and (b) above shall apply.

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Unless otherwise elected by you prior to the commencement of distributions under
the DISTRIBUTION OF BENEFITS section, or, if applicable, by the surviving spouse
where you die before distributions have commenced, life expectancies of you or
your spousal Beneficiary shall be recalculated annually for purposes of
distributions under the DISTRIBUTION OF BENEFITS section and the DEATH section.
An election not to recalculate shall be irrevocable and shall apply to all
subsequent years. The life expectancy of a non-spouse Beneficiary shall not be
recalculated.

ALTERNATIVE CALCULATION METHOD

An individual may satisfy the minimum distribution requirements under section
408(a)(6) and 408(b)(3) of the Code by receiving a distribution for one IRA that
is equal to the amount required to satisfy the minimum distribution requirements
for two or more IRAs. For this purpose, the owner of two or more IRAs may use
the alternative method described in Notice 88-38, 1988-1 C.B. 524, to satisfy
the minimum distribution requirements described above.

NONFORFEITABILITY

Your entire interest in this Contract is nonforfeitable.

ROLLOVERS

A. Subject to subparagraphs (B) and (C) hereof, and the limitations stated
in the Contract, you may transfer to this Contract your interest in any
of the following:

1. the entire amount, or any portion thereof, under any other
individual retirement account or individual retirement Annuity
qualified under Section 408 of the Code;

2. the entire amount, or any portion thereof, excluding
nondeductible employee voluntary contributions, under a trust
described in Section 401(a) of the Code which is exempt from tax
under Section 501(a) of the Code or under a qualified annuity plan
described in Section 403(a) of the Code.

3. the entire amount or any portion thereof, excluding nondeductible
employee voluntary contributions, to which you are entitled under a
tax sheltered annuity described in Section 403(b) of the Code.

Distributions you roll over from retirement plans or arrangements
described in A.2. and A.3. above to this contract must be completed by
means of a direct transfer or rollover in accordance with Code Section
401(a)(31) in order to avoid the mandatory 20% income tax withholding from
the distribution and a possible 10% additional tax penalty under Code
Section 72(t). You may replace amounts withheld from other sources to
complete the full rollover, but the 10% penalty may continue to be due if
you do not specify that the transfer of the distribution be conducted by
direct transfer or rollover.

B. You shall not make a rollover under subparagraph (A)(1) hereof during
the 12 month period commencing on the date you last made a rollover
contribution of the type described in subparagraph (A)(1).

C. We must receive any amount which qualifies for a rollover within 60
days after you receive the distribution.

DISTRIBUTIONS PRIOR TO AGE 59 1/2

Except in the event of your death, disability or attainment of age 59 1/2, we
shall receive from you a declaration of your intention as to the disposition of
the amounts distributed before making any distribution from this Contract.

REPORTS

As the issuer of this Contract, we will furnish reports concerning the status of
the Annuity at least annually.

DISABILITY PAYMENTS

If the Contract contains a Rider for waiver of premium and disability payment
benefits, any disability payments provided for in the CONTRACT SPECIFICATIONS
will be applied as purchase payments under the contract.

TL-22148 TLAC Ed. 04-97

46
<PAGE> 47

AMENDMENT

This Contract may be amended by us at any time to maintain its qualified status
under Section 408(b) of the Code, following all regulatory approvals. Any such
amendment may be made retroactively effective if necessary or appropriate to
conform to the requirements of the Code (or any State law granting IRA tax
benefits).

THE TRAVELERS LIFE AND ANNUITY COMPANY

/s/ M.A CARPENTER

President

TL-22148 TLAC Ed. 04-97

<PAGE> 1

January 15, 1999

The Travelers Life and Annuity Company
The Travelers Fund BD IV for Variable Annuities
One Tower Square
Hartford, Connecticut 06183

Gentlemen:

With reference to the Registration Statement on Form N-4 filed by The
Travelers Life and Annuity Company and The Travelers Fund BD IV for Variable
Annuities with the Securities and Exchange Commission covering Variable Annuity
contracts, I have examined such documents and such law as I have considered
necessary and appropriate, and on the basis of such examination, it is my
opinion that:

1. The Travelers Life and Annuity Company is duly organized and
existing under the laws of the State of Connecticut and has been
duly authorized to do business and to issue variable annuity
contracts by the Insurance Commission of the State of Connecticut.

2. The Travelers Fund BD IV for Variable Annuities is a duly
authorized and validly existing separate account established
pursuant to Section 38a-433 of the Connecticut General Statutes.

3. The variable annuity contracts covered by the above Registration
Statement, and all pre- and post-effective amendments relating
thereto, will be approved and authorized by the Insurance
Commissioner of the State of Connecticut and when issued will be
valid, legal and binding obligations of The Travelers Life and
Annuity Company and The Travelers Fund BD IV for Variable
Annuities.

I hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and to the reference to this opinion
under the caption "Legal Proceedings and Opinion" in the Prospectus constituting
a part of the Registration Statement.

Very truly yours,

/s/Katherine M. Sullivan
General Counsel
The Travelers Life and Annuity Company

<PAGE> 1

THE TRAVELERS FUND BD IV FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, J. ERIC DANIELS of Farmington, Connecticut, Director, President
and Chief Executive Officer of The Travelers Life and Annuity Company (hereafter
the "Company"), do hereby make, constitute and appoint ERNEST J. WRIGHT,
Secretary of said Company, and KATHLEEN A. McGAH, Assistant Secretary of said
Company, or either one of them acting alone, my true and lawful attorney-in-
fact, for me, and in my name, place and stead, to sign registration statements
on behalf of said Company on Form N-4 or other appropriate form under the
Securities Act of 1933 and the Investment Company Act of 1940 for The Travelers
Fund BD IV for Variable Annuities, a separate account of the Company dedicated
specifically to the funding of variable annuity contracts to be offered by said
Company, and further, to sign any and all amendments thereto, including post-
effective amendments, that may be filed by the Company on behalf of said
registrant.

IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of January
1999.

/s/J. Eric Daniesl
Director, President and Chief Executive Officer
The Travelers Life and Annuity Company

<PAGE> 2

THE TRAVELERS FUND BD IV FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, JAY S. BENET of West Hartford, Connecticut, Director, Senior Vice
President and Chief Financial Officer, Chief Accounting Officer and Controller
of The Travelers Life and Annuity Company (hereafter the "Company"), do hereby
make, constitute and appoint ERNEST J. WRIGHT, Secretary of said Company, and
KATHLEEN A. McGAH, Assistant Secretary of said Company, or either one of them
acting alone, my true and lawful attorney-in-fact, for me, and in my name, place
and stead, to sign registration statements on behalf of said Company on Form N-4
or other appropriate form under the Securities Act of 1933 and the Investment
Company Act of 1940 for The Travelers Fund BD IV for Variable Annuities, a
separate account of the Company dedicated specifically to the funding of
variable annuity contracts to be offered by said Company, and further, to sign
any and all amendments thereto, including post-effective amendments, that may be
filed by the Company on behalf of said registrant.

IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of January
1999.

/s/Jay S. Benet
Director, Senior Vice President
Chief Financial Officer,
Chief Accounting Officer and Controller
The Travelers Life and Annuity Company