TRAVELERS SEPARATE ACCOUNT NINE FOR VARIABLE ANNUITIES, 497, 2000-05-05

TRAVELERS SEPARATE ACCOUNT NINE FOR VARIABLE ANNUITIES
497, 2000-05-05

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<PAGE> 1

TRAVELERS VINTAGE II VARIABLE ANNUITY PROSPECTUS:
THE TRAVELERS SEPARATE ACCOUNT NINE FOR VARIABLE ANNUITIES
THE TRAVELERS SEPARATE ACCOUNT TEN FOR VARIABLE ANNUITIES

This prospectus describes TRAVELERS VINTAGE II VARIABLE ANNUITY, a flexible
premium variable annuity contract (the "Contract") issued by The Travelers
Insurance Company or The Travelers Life and Annuity Company, depending on the
state in which you purchased your Contract. The Contract is available in
connection with certain retirement plans that qualify for special federal income
tax treatment ("qualified Contracts") as well as those that do not qualify for
such treatment ("nonqualified Contracts"). We may issue it as an individual
Contract or as a group Contract. 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."

You can choose to have your premium ("purchase payments") accumulate on a fixed
basis and/or a variable basis. Your contract value will vary daily to reflect
the investment experience of the subaccounts ("funding options") you select and
any interest credited to the Fixed Account. The variable funding options are:

ALLIANCE VARIABLE PRODUCT SERIES FUND, INC.
Premier Growth Portfolio Class B
AMERICAN VARIABLE INSURANCE SERIES CLASS 2 SHARES
Global Growth Fund Class 2
Growth Fund Class 2
Growth-Income Fund Class 2
FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS
TRUST(1)
Franklin Small Cap Fund Class 2(2)
Templeton International Securities Fund Class 2(3)
GREENWICH STREET SERIES FUND
Appreciation Portfolio
Diversified Strategic Income Portfolio
Equity Index Portfolio Class II
Total Return Portfolio
JANUS ASPEN SERIES
Aggressive Growth Portfolio -- Service Shares
SALOMON BROTHERS VARIABLE SERIES FUNDS INC.
Capital Fund
Investors Fund
Small Cap Growth Fund
THE TRAVELERS SERIES TRUST
Disciplined Small Cap Stock Portfolio
Equity Income Portfolio
Large Cap Portfolio
MFS Emerging Growth Portfolio
MFS Research Portfolio
Strategic Stock Portfolio
TRAVELERS SERIES FUND INC.
Alliance Growth Portfolio
MFS Total Return Portfolio
Smith Barney Aggressive Growth Portfolio
Smith Barney High Income Portfolio
Smith Barney International Equity Portfolio
Smith Barney Large Capitalization Growth
Portfolio
Smith Barney Large Cap Value Portfolio
Smith Barney Mid Cap Portfolio
Smith Barney Money Market Portfolio
Travelers Managed Income Portfolio
Van Kampen Enterprise Portfolio
VAN KAMPEN LIFE INVESTMENT TRUST
Emerging Growth Portfolio
VARIABLE INSURANCE PRODUCTS FUND II (FIDELITY)
Contrafund(R) Portfolio -- Service Class

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

(1) Formerly Templeton Variable Products Series Fund

(2) Formerly offered as Franklin Small Cap Investments Fund Class 2

(3) Formerly offered as Templeton International Fund Class 2

The Fixed Account is described in Appendix B. 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 Travelers
Separate Account Nine for Variable Annuities or the Travelers Separate Account
Ten for Variable Annuities ("Separate Account") by requesting a copy of the
Statement of Additional Information ("SAI") dated May 1, 2000. 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
Insurance Company, Annuity Investor Services, One Tower Square, Hartford,
Connecticut 06183, call 1-800-842-8573 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 OF ANY BANK, AND ARE NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY.

PROSPECTUS DATED MAY 1, 2000

<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<S> <C>
Index of Special Terms................ 2
Summary............................... 3
Fee Table............................. 6
Condensed Financial Information....... 12
The Annuity Contract.................. 12
Contract Owner Inquiries......... 12
Purchase Payments................ 12
Accumulation Units............... 12
The Funding Options.............. 13
Charges and Deductions................ 16
General.......................... 16
Withdrawal Charge................ 16
Free Withdrawal Allowance........ 17
Administrative Charges........... 17
Mortality and Expense Risk
Charge......................... 18
Funding Option Expenses.......... 18
Premium Tax...................... 18
Changes in Taxes Based Upon
Premium or Value............... 18
Transfers............................. 18
Dollar Cost Averaging............ 19
Access to Your Money.................. 20
Systematic Withdrawals........... 20
Managed Distribution Program..... 20
Loans............................ 20
Ownership Provision................... 21
Types of Ownership............... 21
Contract Owner................. 21
Beneficiary.................... 21
Annuitant...................... 21
Death Benefit......................... 22
Death Proceeds Before the
Maturity Date.................. 22
Payment of Proceeds.............. 25
Death Proceeds After the Maturity
Date........................... 27
The Annuity Period.................... 27
Maturity Date.................... 27
Allocation of Annuity............ 28
Variable Annuity................. 28
Fixed Annuity.................... 28
Payment Options....................... 29
Election of Options.............. 29
Annuity Options.................. 29
Miscellaneous Contract Provisions..... 30
Right to Return.................. 30
Termination...................... 30
Required Reports................. 30
Suspension of Payments........... 30
Transfers of Contract Values to
Other Annuities................ 30
The Separate Accounts................. 31
Performance Information.......... 31
Federal Tax Considerations............ 32
General Taxation of Annuities.... 32
Types of Contracts: Qualified or
Nonqualified................... 32
Nonqualified Annuity Contracts... 32
Qualified Annuity Contracts...... 33
Penalty Tax for Premature
Distributions.................. 33
Diversification Requirements for
Variable Annuities............. 33
Ownership of the Investments..... 33
Mandatory Distributions for
Qualified Plans................ 34
Taxation of Death Benefit
Proceeds....................... 34
Other Information..................... 34
The Insurance Companies.......... 34
Financial Statements............. 35
IMSA............................. 35
Distribution of Variable Annuity
Contracts...................... 35
Conformity with State and Federal
Laws........................... 35
Voting Rights.................... 35
Legal Proceedings and Opinions... 36
Appendix A: Condensed Financial
Information for The Travelers Life
and Annuity Company................. A-1
Appendix B: The Fixed Account......... 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..................... 12
Accumulation Period................... 12
Annuitant............................. 21
Annuity Payments...................... 12
Annuity Unit.......................... 13
Cash Surrender Value.................. 20
Contingent Annuitant.................. 21
Contract Date......................... 12
Contract Owner (You, Your)............ 21
Contract Value........................ 12
Contract Year......................... 12
Death Report Date..................... 22
Fixed Account......................... B-1
Funding Option(s)..................... 13
Maturity Date......................... 12
Purchase Payment...................... 12
Underlying Fund....................... 13
Written Request....................... 12
</TABLE>

2
<PAGE> 3

SUMMARY:
TRAVELERS VINTAGE II VARIABLE ANNUITY

THIS SUMMARY DETAILS SOME OF THE MORE IMPORTANT POINTS THAT YOU SHOULD KNOW AND
CONSIDER BEFORE PURCHASING THE CONTRACT. PLEASE READ THE ENTIRE PROSPECTUS
CAREFULLY.

WHAT COMPANY WILL ISSUE MY CONTRACT? Your issuing company is either The
Travelers Insurance Company or The Travelers Life and Annuity Company, ("the
Company," "We" or "Us") depending on where you purchase your Contract. Each
company sponsors its own Separate Account, both of which are described later in
this prospectus. The Travelers Insurance Company sponsors the Travelers Separate
Account Nine for Variable Annuities ("Separate Account Nine"); The Travelers
Life and Annuity Company sponsors the Travelers Separate Account Ten for
Variable Annuities ("Separate Account Ten"). When we refer to the Separate
Account, we are referring to either Separate Account Nine or Separate Account
Ten, depending upon your issuing company.

Your issuing company is The Travelers Life and Annuity Company unless you
purchased your Contract in one of the following locations. Contracts issued in
the locations listed below are issued by The Travelers Insurance Company.

<TABLE>
<S> <C>
Bahamas Oregon(1)
British Virgin Islands Puerto Rico
Guam U.S. Virgin Islands
New Hampshire Washington(1)
New York
</TABLE>

You may also refer to the cover page of your Contract for the name of your
issuing company. You may only purchase a Contract where the Contract has been
approved for sale. This Contract may not currently be available for sale in all
locations.
- ---------------

(1) The Travelers Insurance Company issues only single premium contracts with
variable and fixed accounts for these states. The Travelers Life and Annuity
Company issues only flexible premium contracts with variable accounts in
these states. Please refer to your Contract or ask your agent for more
information.

CAN YOU GIVE ME A GENERAL DESCRIPTION OF THE VARIABLE ANNUITY CONTRACT? The
Contract offered by the Company is intended for retirement savings or other
long-term investment purposes. The Contract provides a death benefit as well as
guaranteed payout options. You direct your payment(s) to one or more of the
variable funding options and/or to the Fixed Account. We guarantee money
directed to the Fixed Account as to principal and interest. The variable funding
options are designed to produce a higher rate of return than the Fixed Account;
however, this is not guaranteed. You can also lose money in the variable funding
options.

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

During the payout phase, you may choose 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.

3
<PAGE> 4

Once you choose one of the annuity options and begin to receive payments, it
cannot be changed. During the payout 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) Individual
Retirement Annuities (IRAs); and (3) rollovers from other qualified retirement
plans. Qualified contracts include contracts qualifying under Section 401,
403(b) or 408(b) of the Internal Revenue Code of 1986, as amended. Purchase of
this Contract through a tax qualified retirement plan ("Plan") does not provide
any additional tax deferral benefits beyond those provided by the Plan.
Accordingly, if you are purchasing this Contract through a Plan, you should
consider purchasing this Contract for its Death Benefit, Annuity Option
Benefits, and other non-tax-related benefits.

You may purchase the Contract with an initial payment of at least $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 ten 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 on the purchase payment 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.

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. Standard and 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. We reserve the
right to restrict transfers that we determine will disadvantage other contract
owners. 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 $40,000, the Company deducts an annual
administrative charge of $30. 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 administrative charge is 0.15%
annually. The annual M&E charge depends on the death benefit you choose: 1.15%
for the standard death benefit, 1.25% for the step-up death benefit, and 1.40%
for the roll-up death benefit. Each underlying Fund also charges for management
and other expenses.

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<PAGE> 5

A withdrawal charge will apply to withdrawals from the Contract, and is
calculated as a percentage of the purchase payments. The maximum percentage is
6%, gradually decreasing to 0% in years eight and later.

HOW WILL MY CONTRIBUTIONS AND WITHDRAWALS BE TAXED? Generally, 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 payments. Under a
nonqualified Contract, payments to the contract are made with after-tax dollars,
and any credits and 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 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/or a penalty tax may
apply to taxable amounts withdrawn.

WHAT IS THE DEATH BENEFIT UNDER THE CONTRACT? 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 payout 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 and
written payment instructions. 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:

- - 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> 6

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

CONTRACT CHARGES AND EXPENSES

WITHDRAWAL CHARGE(as a percentage of the purchase
payments withdrawn)

YEARS SINCE PURCHASE

<TABLE>
<CAPTION>
PAYMENT MADE WITHDRAWAL CHARGE
<S> <C>
1 or less 6%
2 6%
3 6%
4 5%
5 5%
6 4%
7 3%
8 and over 0%
</TABLE>

<TABLE>
<S> <C>
ANNUAL CONTRACT ADMINISTRATIVE CHARGE $30
(Waived if contract value is $40,000 or more)
</TABLE>

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

<TABLE>
<CAPTION>
STANDARD STEP-UP
DEATH DEATH ROLL-UP
BENEFIT BENEFIT DEATH BENEFIT
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Mortality & Expense Risk Charge................. 1.15% 1.25% 1.40%
Administrative Expense Charge................... 0.15% 0.15% 0.15%
----- ----- -----
Total Separate Account Charges................ 1.30% 1.40% 1.55%

FUNDING OPTION EXPENSES:
(as a percentage of average daily net assets of the Funding Option as of December 31, 1999,
unless otherwise noted)
</TABLE>

<TABLE>
<CAPTION>
TOTAL
ANNUAL
OPERATING
MANAGEMENT FEE OTHER EXPENSES EXPENSES
(AFTER EXPENSE (AFTER EXPENSE (AFTER EXPENSE
FUNDING OPTIONS: REIMBURSEMENT) 12B-1 FEES REIMBURSEMENT) REIMBURSEMENT)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ALLIANCE VARIABLE PRODUCT SERIES FUND, INC.
Premier Growth Portfolio -- Class B...... 1.00 % 0.25% 0.04% 1.29%
AMERICAN VARIABLE INSURANCE SERIES
Global Growth Fund -- Class 2............ 0.68 % 0.25% 0.03% 0.96%
Growth Fund -- Class 2................... 0.38 % 0.25% 0.01% 0.64%
Growth-Income Fund -- Class 2............ 0.34 % 0.25% 0.01% 0.60%
FRANKLIN TEMPLETON VARIABLE INSURANCE
PRODUCTS TRUST
Franklin Small Cap Fund -- Class 2
(formerly offered as Franklin Small Cap
Investments Fund -- Class 2)........... 0.55 % 0.25% 0.27% 1.07%(1)
Templeton International Securities
Fund -- Class 2 (formerly offered as
Templeton International Fund -- Class
2)..................................... 0.69 % 0.25% 0.19% 1.13%(2)
GREENWICH STREET SERIES FUND
Appreciation Portfolio................... 0.75 % 0.04% 0.79%(3)
Diversified Strategic Income Portfolio... 0.65 % 0.13% 0.78%(3)
Equity Index Portfolio -- Class II
Shares................................. 0.21 % 0.25% 0.05% 0.51%(4)
Total Return Portfolio................... 0.75 % 0.04% 0.79%(3)
JANUS ASPEN SERIES
Aggressive Growth Portfolio -- Service
Shares................................. 0.65 % 0.25% 0.02% 0.92%(5)
SALOMON BROTHERS VARIABLE SERIES FUND INC.
Capital Fund............................. 0.00 % 1.00% 1.00%(6)
Investors Fund........................... 0.53 % 0.45% 0.98%(6)
Small Cap Growth Fund.................... 0.00 % 1.50% 1.50%(6)
</TABLE>

6
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<TABLE>
<CAPTION>
TOTAL
ANNUAL
OPERATING
MANAGEMENT FEE OTHER EXPENSES EXPENSES
(AFTER EXPENSE (AFTER EXPENSE (AFTER EXPENSE
FUNDING OPTIONS: REIMBURSEMENT) 12B-1 FEES REIMBURSEMENT) REIMBURSEMENT)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
THE TRAVELERS SERIES TRUST
Disciplined Small Cap Stock Portfolio.... 0.80 % 0.20% 1.00%(7)
Equity Income Portfolio.................. 0.75 % 0.13% 0.88%
Large Cap Portfolio...................... 0.75 % 0.12% 0.87%
MFS Emerging Growth Portfolio............ 0.75 % 0.12% 0.87%
MFS Research Portfolio................... 0.80 % 0.19% 0.99%
Strategic Stock Portfolio................ 0.60 % 0.30% 0.90%(7)
TRAVELERS SERIES FUND INC.
Alliance Growth Portfolio................ 0.80 % 0.02% 0.82%(8)
MFS Total Return Portfolio............... 0.80 % 0.04% 0.84%(8)
Smith Barney Aggressive Growth
Portfolio.............................. 0.80 % 0.20% 1.00%(9)
Smith Barney High Income Portfolio....... 0.60 % 0.06% 0.66%(8)
Smith Barney International Equity
Portfolio.............................. 0.90 % 0.10% 1.00%(8)
Smith Barney Large Capitalization Growth
Portfolio.............................. 0.75 % 0.11% 0.86%(8)
Smith Barney Large Cap Value Portfolio... 0.65 % 0.02% 0.67%(8)
Smith Barney Mid Cap Portfolio........... 0.75 % 0.20% 0.95%(9)
Smith Barney Money Market Portfolio...... 0.50 % 0.04% 0.54%(8)
Travelers Managed Income Portfolio....... 0.65 % 0.11% 0.76%(8)
Van Kampen Enterprise Portfolio.......... 0.70 % 0.03% 0.73%(8)
VAN KAMPEN LIFE INVESTMENT TRUST
Emerging Growth Portfolio................ 0.67 % 0.18% 0.85%(10)
VARIABLE INSURANCE PRODUCTS FUND II
Contrafund(R) Portfolio -- Service
Class.................................. 0.58 % 0.10% 0.07% 0.75%(11)
</TABLE>

NOTES:

The purpose of this Fee Table is to assist Contract Owners in understanding the
various costs and expenses that a Contract Owner will bear, directly or
indirectly. See "Charges and Deductions" in this prospectus for additional
information. Expenses shown do not include premium taxes, which may be
applicable. "Other Expenses" include operating costs of the fund. These expenses
are reflected in each funding option's net asset value and are not deducted from
the account value under the Contract.

(1) On 2/8/00, a merger and reorganization was approved to merge the assets of
FRANKLIN SMALL CAP INVESTMENTS FUND into FRANKLIN SMALL CAP FUND, effective
5/1/00. The above table shows restated total expenses based upon the new
fees and assets of FRANKLIN SMALL CAP FUND as of 12/31/99, and not the
assets of the combined Fund on 5/1/00. However, if the table reflected both
the new fees and the combined assets, the Fund's expenses after 5/1/00
would be estimated as: Management Fees 0.55%, Distribution and Service Fee
0.25%, Other expenses 0.27% and Total Fund Operating Expenses 1.07%. The
Fund's Class 2 distribution plan or "Rule 12b-1 Plan" is described in the
Fund's prospectus.

(2) On 2/8/00, a merger and reorganization was approved to merge the assets of
Templeton International Equity Fund into Templeton International Fund
(which then changed its name to Templeton International Securities Fund),
effective 5/1/00. The table shows restated total expenses based upon the
new fees and assets of Templeton International Fund as of 12/31/99, and not
the assets of the combined Fund on 5/1/00. However, if the table reflected
both the new fees and the combined assets, the Fund's expenses after 5/1/00
would be estimated as: Management Fees 0.65%, Distribution and Service Fee
0.25%, Other expenses 0.20% and Total Fund Operating Expenses 1.10%. The
Fund's Class 2 distribution plan or "Rule 12b-1 Plan" is described in the
Fund's prospectus.

(3) The Portfolio Management Fee for the APPRECIATION PORTFOLIO, the TOTAL
RETURN, and the DIVERSIFIED STRATEGIC INCOME PORTFOLIO includes 0.20% for
fund administration.

(4) The Portfolio Management Fee for EQUITY INDEX PORTFOLIO-CLASS II includes
0.06% for fund administration and a distribution plan or "Rule 12b-1 plan".
Fees for Class II reflect the period from 3/22/99 (inception date) to
12/31/99. On March 22, 1999, the fund adopted its current fee structure.

(5) Expenses are based on the estimated expenses that the new Service Shares
Class expects to incur in its initial fiscal year. All expenses are shown
without the effect of offset arrangements.

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<PAGE> 8

(6) The Adviser has waived all or a portion of its Management Fees for the year
ended December 31, 1999. If such fees were not waived or expenses
reimbursed, the Management Fee, Other Expenses, and Total Annual Operating
Expenses would have been as follows: 0.70%, 0.45% and 1.15% respectively
for the INVESTORS FUND; 0.85%, 1.14%, and 1.99% respectively for the
CAPITAL FUND; and 0.75%, 15.61%, and 16.36% respectively for the SMALL CAP
GROWTH FUND. Expenses for the Small Cap Growth Fund are annualized.

(7) Travelers Insurance has agreed to reimburse the STRATEGIC STOCK PORTFOLIO
and the DISCIPLINED SMALL CAP STOCK PORTFOLIO for expenses for the period
ended December 31, 1999 which exceeded 0.90% and 1.00% respectively.
Without such voluntary arrangements, the actual annualized Total Annual
Operating Expenses would have been 0.99% and 1.49% respectively.

(8) Expenses are as of October 31, 1999 (the Fund's fiscal year end). There
were no fees waived or expenses reimbursed for these funds in 1999.

(9) Other Expenses reflect the current expense reimbursement arrangement with
the Adviser. The Adviser has agreed to reimburse AGGRESSIVE GROWTH
PORTFOLIO and MID CAP PORTFOLIO for the amount by which their aggregate
expenses exceed 1.00% and 0.95% respectively. Without such arrangements
through 2/29/00, the Total Annual Operating Expenses for the Portfolios
would have been 1.76% and 2.46% respectively.

(10) The Adviser has voluntarily agreed to reduce its management fees and to
reimburse the EMERGING GROWTH PORTFOLIO for the amount by which the Total
Annual Operating Expenses exceed the amount set forth in the table above.
If certain expenses had not been assumed by the Adviser, Total Return would
have been lower and the Ratio of Expenses to Average Net Assets would have
been 0.88%.

(11) A portion of the brokerage commissions that certain funds pay was used to
reduce fund expenses. In addition, through arrangements with certain funds
custodian, credits realized as a result of uninvested cash balances were
used to reduce a portion of each applicable fund's expenses. Without these
reductions, the Total Annual Operating Expenses presented in the table
would have been 0.78% for CONTRAFUND PORTFOLIO -- SERVICE CLASS.

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<PAGE> 9

EXAMPLE*: STANDARD DEATH BENEFIT

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

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
IF CONTRACT IS NOT SURRENDERED OR
IF CONTRACT IS SURRENDERED AT THE ANNUITIZED AT END OF PERIOD
END OF PERIOD SHOWN: SHOWN**:
------------------------------------- -------------------------------------
FUNDING OPTION 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>
- -------------------------------------------------------------------------------------------------------------------------
ALLIANCE VARIABLE PRODUCT SERIES FUND,
INC.
Premier Growth Portfolio -- Class B... 86 141 188 293 26 81 138 293
AMERICAN VARIABLE INSURANCE SERIES
Global Growth Fund -- Class 2......... 83 131 171 260 23 71 121 260
Growth Fund -- Class 2................ 80 121 155 227 20 61 105 227
Growth-Income Fund -- Class 2......... 79 120 153 223 19 60 103 223
FRANKLIN TEMPLETON VARIABLE INSURANCE
PRODUCTS TRUST
Franklin Small Cap Fund -- Class 2.... 84 134 177 272 24 74 127 272
Templeton International Securities
Fund -- Class 2..................... 85 136 180 278 25 76 130 278
GREENWICH STREET SERIES FUND
Appreciation Portfolio................ 81 126 163 243 21 66 113 243
Diversified Strategic Income
Portfolio........................... 81 125 162 242 21 65 112 242
Equity Index Portfolio -- Class II
Shares.............................. 78 117 148 214 18 57 98 214
Total Return Portfolio................ 81 126 163 243 21 66 113 243
JANUS ASPEN SERIES
Aggressive Growth Portfolio -- Service
Shares.............................. 83 130 169 256 23 70 119 256
SALOMON BROTHERS VARIABLE SERIES FUND INC.
Capital Fund.......................... 83 132 173 264 23 72 123 264
Investors Fund........................ 83 132 172 262 23 72 122 262
Small Cap Growth Fund................. 88 147 198 314 28 87 148 314
THE TRAVELERS SERIES TRUST
Disciplined Small Cap Stock
Portfolio........................... 83 132 173 264 23 72 123 264
Equity Income Portfolio............... 82 128 167 252 22 68 117 252
Large Cap Portfolio................... 82 128 167 251 22 68 117 251
MFS Emerging Growth Portfolio......... 82 128 167 251 22 68 117 251
MFS Research Portfolio................ 83 132 173 263 23 72 123 263
Strategic Stock Portfolio............. 82 129 168 254 22 69 118 254
TRAVELERS SERIES FUND INC.
Alliance Growth Portfolio............. 82 127 164 246 22 67 114 246
MFS Total Return Portfolio............ 82 127 165 248 22 67 115 248
Smith Barney Aggressive Growth
Portfolio........................... 83 132 173 264 23 72 123 264
Smith Barney High Income Portfolio.... 80 122 156 229 20 62 106 229
Smith Barney International Equity
Portfolio........................... 83 132 173 264 23 72 123 264
Smith Barney Large Capitalization
Growth Portfolio.................... 82 128 166 250 22 68 116 250
Smith Barney Large Cap Value
Portfolio........................... 80 122 157 231 20 62 107 231
Smith Barney Mid Cap Portfolio........ 83 131 171 260 23 71 121 260
Smith Barney Money Market Portfolio... 79 118 150 217 19 58 100 217
Travelers Managed Income Portfolio.... 81 125 161 240 21 65 111 240
Van Kampen Enterprise Portfolio....... 81 124 160 237 21 64 110 237
VAN KAMPEN LIFE INVESTMENT TRUST
Emerging Growth Portfolio............. 82 128 166 249 22 68 116 249
VARIABLE INSURANCE PRODUCTS FUND II
Contrafund(R) Portfolio -- Service
Class............................... 81 125 161 239 21 65 111 239
</TABLE>

* THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THE
EXAMPLE REFLECTS THE $30 ANNUAL CONTRACT ADMINISTRATIVE CHARGE AS AN ANNUAL
CHARGE OF .009% OF ASSETS.

** The Withdrawal Charge is waived if a lifetime annuity payout has begun or
if, after the first contract year, you elect annuity payments for a fixed
period of at least five years. (See "Charges and Deductions.")

9
<PAGE> 10

EXAMPLE*: STEP-UP DEATH BENEFIT

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

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
IF CONTRACT IS NOT SURRENDERED OR
IF CONTRACT IS SURRENDERED AT THE ANNUITIZED AT END OF PERIOD
END OF PERIOD SHOWN: SHOWN**:
------------------------------------- -------------------------------------
FUNDING OPTION 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>
- -------------------------------------------------------------------------------------------------------------------------
ALLIANCE VARIABLE PRODUCT SERIES FUND,
INC.
Premier Growth Portfolio -- Class B... 87 144 193 303 27 84 143 303
AMERICAN VARIABLE INSURANCE SERIES
Global Growth Fund -- Class 2......... 84 134 176 271 24 74 126 271
Growth Fund -- Class 2................ 81 124 160 238 21 64 110 238
Growth-Income Fund -- Class 2......... 80 123 158 234 20 63 108 234
FRANKLIN TEMPLETON VARIABLE INSURANCE
PRODUCTS TRUST
Franklin Small Cap Fund -- Class 2.... 85 137 182 282 25 77 132 282
Templeton International Securities
Fund -- Class 2..................... 86 139 185 287 26 79 135 287
GREENWICH STREET SERIES FUND
Appreciation Portfolio................ 82 129 168 253 22 69 118 253
Diversified Strategic Income
Portfolio........................... 82 128 167 252 22 68 117 252
Equity Index Portfolio -- Class II
Shares.............................. 79 120 154 224 19 60 104 224
Total Return Portfolio................ 82 129 168 253 22 69 118 253
JANUS ASPEN SERIES
Aggressive Growth Portfolio -- Service
Shares.............................. 84 133 174 266 24 73 124 266
SALOMON BROTHERS VARIABLE SERIES FUND INC.
Capital Fund.......................... 84 135 178 275 24 75 128 275
Investors Fund........................ 84 135 177 273 24 75 127 273
Small Cap Growth Fund................. 89 150 203 323 29 90 153 323
THE TRAVELERS SERIES TRUST
Disciplined Small Cap Stock
Portfolio........................... 84 135 178 275 24 75 128 275
Equity Income Portfolio............... 83 132 172 262 23 72 122 262
Large Cap Portfolio................... 83 131 172 261 23 71 122 261
MFS Emerging Growth Portfolio......... 83 131 172 261 23 71 122 261
MFS Research Portfolio................ 84 135 178 274 24 75 128 274
Strategic Stock Portfolio............. 83 132 173 264 23 72 123 264
TRAVELERS SERIES FUND INC.
Alliance Growth Portfolio............. 83 130 169 256 23 70 119 256
MFS Total Return Portfolio............ 83 130 170 258 23 70 120 258
Smith Barney Aggressive Growth
Portfolio........................... 84 135 178 275 24 75 128 275
Smith Barney High Income Portfolio.... 81 125 161 240 21 65 111 240
Smith Barney International Equity
Portfolio........................... 84 135 178 275 24 75 128 275
Smith Barney Large Capitalization
Growth Portfolio.................... 83 131 171 260 23 71 121 260
Smith Barney Large Cap Value
Portfolio........................... 81 125 162 241 21 65 112 241
Smith Barney Mid Cap Portfolio........ 84 134 176 271 24 74 120 271
Smith Barney Money Market Portfolio... 80 121 155 227 20 61 105 227
Travelers Managed Income Portfolio.... 82 128 166 250 22 68 116 250
Van Kampen Enterprise Portfolio....... 82 127 165 247 22 67 115 247
VAN KAMPEN LIFE INVESTMENT TRUST
Emerging Growth Portfolio............. 83 131 171 259 23 71 121 259
VARIABLE INSURANCE PRODUCTS FUND II
Contrafund(R) Portfolio -- Service
Class............................... 82 128 166 249 22 68 116 249
</TABLE>

10
<PAGE> 11

EXAMPLE*: ROLL-UP DEATH BENEFIT

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

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
IF CONTRACT IS NOT SURRENDERED OR
IF CONTRACT IS SURRENDERED AT THE ANNUITIZED AT END OF PERIOD
END OF PERIOD SHOWN: SHOWN**:
------------------------------------- -------------------------------------
FUNDING OPTION 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>
- -------------------------------------------------------------------------------------------------------------------------
ALLIANCE VARIABLE PRODUCT SERIES FUND,
INC.
Premier Growth Portfolio -- Class B... 89 148 200 317 29 88 150 317
AMERICAN VARIABLE INSURANCE SERIES
Global Growth Fund -- Class 2......... 86 138 184 285 26 78 134 285
Growth Fund -- Class 2................ 82 129 168 253 22 69 118 253
Growth-Income Fund -- Class 2......... 82 128 166 249 22 68 116 249
FRANKLIN TEMPLETON VARIABLE INSURANCE
PRODUCTS TRUST
Franklin Small Cap Fund -- Class 2.... 87 142 189 296 27 82 139 296
Templeton International Securities
Fund -- Class 2..................... 87 144 192 302 27 84 142 302
GREENWICH STREET SERIES FUND
Appreciation Portfolio................ 84 133 175 269 24 73 125 269
Diversified Strategic Income
Portfolio........................... 84 133 175 268 24 73 125 268
Equity Index Portfolio -- Class II
Shares.............................. 81 125 161 240 21 65 111 240
Total Return Portfolio................ 84 133 175 269 24 73 125 269
JANUS ASPEN SERIES
Aggressive Growth Portfolio -- Service
Shares.............................. 85 137 182 282 25 77 132 282
SALOMON BROTHERS VARIABLE SERIES FUND INC.
Capital Fund.......................... 86 140 186 289 26 80 136 289
Investors Fund........................ 86 139 185 287 26 79 135 287
Small Cap Growth Fund................. 91 154 211 337 31 94 161 337
THE TRAVELERS SERIES TRUST
Disciplined Small Cap Stock
Portfolio........................... 86 140 186 289 26 80 136 289
Equity Income Portfolio............... 85 136 180 278 25 76 130 278
Large Cap Portfolio................... 85 136 180 277 25 76 130 277
MFS Emerging Growth Portfolio......... 85 136 180 277 25 76 130 277
MFS Research Portfolio................ 86 139 185 288 26 79 135 288
Strategic Stock Portfolio............. 85 137 181 280 25 77 131 280
TRAVELERS SERIES FUND INC.
Alliance Growth Portfolio............. 84 134 177 272 24 74 127 272
MFS Total Return Portfolio............ 84 135 178 274 24 75 128 274
Smith Barney Aggressive Growth
Portfolio........................... 86 140 186 289 26 80 136 289
Smith Barney High Income Portfolio.... 82 129 169 255 22 69 119 255
Smith Barney International Equity
Portfolio........................... 86 140 186 289 26 80 136 289
Smith Barney Large Capitalization
Growth Portfolio.................... 85 135 179 276 25 75 129 276
Smith Barney Large Cap Value
Portfolio........................... 83 130 169 256 23 70 119 256
Smith Barney Mid Cap Portfolio........ 86 138 184 285 26 78 134 285
Smith Barney Money Market Portfolio... 81 126 163 243 21 66 113 243
Travelers Managed Income Portfolio.... 84 132 174 265 24 72 124 265
Van Kampen Enterprise Portfolio....... 83 132 172 262 23 72 122 262
VAN KAMPEN LIFE INVESTMENT TRUST
Emerging Growth Portfolio............. 84 135 178 275 24 75 128 275
VARIABLE INSURANCE PRODUCTS FUND II
Contrafund(R) Portfolio -- Service
Class............................... 83 132 173 264 23 72 123 264
</TABLE>

11
<PAGE> 12

CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

See Appendix A for Condensed Financial Information for Travelers Separate
Account Ten for Variable Annuities. As of December 31, 1999, Travelers Separate
Account Nine for Variable Annuities had no Condensed Financial Information.

THE ANNUITY CONTRACT
- --------------------------------------------------------------------------------

Travelers Vintage II Variable Annuity is a contract between the contract owner
("you"), and 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
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 become effective is referred to as the contract date. Each 12-month
period following the contract date is called a contract year.

Certain changes and elections must be made in writing to the Company. Where the
term "written request" is used, it means that 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 1-800-842-8573.

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. The initial purchase payment is due and payable
before the Contract becomes effective.

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 will
be credited to a Contract on the same business day, if received in good order by
our Home Office by 4:00 p.m. Eastern time. A business day is any day that the
New York Stock Exchange is open. Our business day ends at 4:00 p.m. Eastern time
unless we need to close earlier due to an emergency.

ACCUMULATION UNITS

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

12
<PAGE> 13

Contract. 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 ("underlying 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. The Company has entered into agreements with either the investment
adviser or distributor of certain of the underlying funds in which the adviser
or distributor pays us a fee for providing administrative services, which fee
may vary. The fee is ordinarily based upon an annual percentage of the average
aggregate net amount invested in the underlying funds on behalf of the Separate
Account. You are not investing directly in the underlying fund. Since each
option has varying degrees of risk, please read the prospectuses carefully
before investing. Contact your registered representative or call 1-800-842-8573
to request additional copies of the prospectuses.

If any of the funding options become 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 state and SEC approval, if necessary. From time to time we
may make new funding options available.

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

13
<PAGE> 14

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
FUNDING INVESTMENT INVESTMENT
OPTION OBJECTIVE ADVISER/SUBADVISER
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Total Return Portfolio (an equity portfolio) Seeks to provide total SSB Citi
return, consisting of long-term capital
appreciation and income. The Portfolio will invest
primarily in a diversified portfolio of
dividend-paying common stocks.
JANUS ASPEN SERIES
Aggressive Growth Seeks long-term capital growth by investing Janus Capital
Portfolio -- Service Shares primarily in common stocks selected for their
growth potential normally investing at least 50%
in the equity assets of medium-sized companies.
SALOMON BROTHERS VARIABLE SERIES
FUNDS INC.
Capital Fund Seeks capital appreciation, primarily through Salomon Brothers Asset
investments in common stocks which are believed to Management Inc. ("SBAM")
have above-average price appreciation potential
and which may involve above average risk.
Investors Fund Seeks long-term growth of capital, and, SBAM
secondarily, current income, through investments
in common stocks of well-known companies.
Small Cap Growth Fund Seeks long-term growth of capital by investing SBAM
primarily in equity securities of companies with
market capitalizations similar to that of
companies included in the Russell 2000 Index.
THE TRAVELERS SERIES TRUST
Disciplined Small Cap Stock Seeks long term capital appreciation by investing Travelers Asset Management
Portfolio primarily (at least 65% of its total assets) in International Company LLC
the common stocks of U.S. Companies with ("TAMIC")
relatively small market capitalizations at the Subadviser: TIMCO
time of investment.
Equity Income Portfolio Seeks reasonable income by investing at least 65% TAMIC
in income-producing equity securities. The balance Subadviser: Fidelity Management
may be invested in all types of domestic and & Research Co ("FMR")
foreign securities, including bonds. The Portfolio
seeks to achieve a yield that exceeds that of the
securities comprising the S&P 500. The Subadviser
also considers the potential for capital
appreciation.
Large Cap Portfolio Seeks long-term growth of capital by investing TAMIC
primarily in equity securities of companies with Subadviser: FMR
large market capitalizations.
MFS Emerging Growth Seeks to provide long-term growth of capital. TAMIC Subadviser: Massachusetts
Portfolio Dividend and interest income from portfolio Financial Services ("MFS")
securities, if any, is incidental to the MFS
Portfolio's investment objective.
MFS Research Portfolio Seeks to provide long-term growth of capital and TAMIC
future income. Subadviser: MFS
Strategic Stock Portfolio Seeks to provide an above-average total return TAMIC
through a combination of potential capital Subadviser: TIMCO
appreciation and dividend income by investing
primarily in high dividend yielding stocks
periodically selected from the companies included
in (i) the Dow Jones Industrial Average and (ii) a
subset of the S&P Industrial Index.
TRAVELERS SERIES FUND INC.
Alliance Growth Portfolio Seeks long-term growth of capital. Current income Travelers Investment Advisers
is only an incidental consideration. The Portfolio ("TIA")
invests predominantly in equity securities of Subadviser: Alliance Capital
companies with a favorable outlook for earnings Management L.P.
and whose rate of growth is expected to exceed
that of the U.S. economy over time.
</TABLE>

14
<PAGE> 15

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
FUNDING INVESTMENT INVESTMENT
OPTION OBJECTIVE ADVISER/SUBADVISER
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
MFS Total Return Portfolio (a balanced portfolio) Seeks to obtain TIA
above-average income (compared to a portfolio Subadviser: MFS
entirely invested in equity securities) consistent
with the prudent employment of capital. Generally,
at least 40% of the Portfolio's assets are
invested in equity securities.
Smith Barney Aggressive Seeks capital appreciation by investing primarily SSB Citi
Growth Portfolio in common stocks of companies that are
experiencing, or have the potential to experience,
growth of earnings, or that exceed the average
earnings growth rate of companies whose securities
are included in the S&P 500.
Smith Barney High Income Seeks high current income. Capital appreciation is SSB Citi
Portfolio a secondary objective. The Portfolio will invest
at least 65% of its assets in high-yielding
corporate debt obligations and preferred stock.
Smith Barney International Seeks total return on assets from growth of SSB Citi
Equity Portfolio capital and income by investing at least 65% of
its assets in a diversified portfolio of equity
securities of established non-U.S. issuers.
Smith Barney Large Cap Seeks current income and long-term growth of SSB Citi
Value Portfolio income and capital by investing primarily, but not
exclusively, in common stocks.
Smith Barney Large Seeks long-term growth of capital by investing in SSB Citi
Capitalization Growth equity securities of companies with large market
Portfolio capitalizations.
Smith Barney Mid Cap Seeks long-term growth of capital by investing SSB Citi
Portfolio primarily in equity securities of medium-sized
companies with market capitalizations between $1
billion and $5 billion at the time of investment.
Smith Barney Money Market Seeks maximum current income and preservation of SSB Citi
Portfolio capital.
Travelers Managed Income Seeks high current income consistent with prudent TIA
Portfolio risk of capital through investments in corporate Subadviser: TAMIC
debt obligations, preferred stocks, and
obligations issued or guaranteed by the U.S.
Government or its agencies or instrumentalities.
Van Kampen Enterprise Seeks capital appreciation through investment in SSB Citi
Portfolio securities believed to have above-average Subadviser: Van Kampen Asset
potential for capital appreciation. Any income Management Inc.
received on such securities is incidental to the
objective of capital appreciation.
VAN KAMPEN LIFE INVESTMENT TRUST
Emerging Growth Portfolio Seeks capital appreciation by investing primarily Van Kampen Asset Management
in common stocks of companies considered to be Inc.
emerging growth companies.
VARIABLE INSURANCE PRODUCTS FUND II
Contrafund(R) Portfolio -- Seeks long-term capital appreciation by investing FMR
Service Class primarily in common stocks of companies whose
value the adviser believes is not fully recognized
by the public.
</TABLE>

15
<PAGE> 16

CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------

GENERAL

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

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

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

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

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

- the distribution of various reports to contract owners.

Costs and expenses we incur include:

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

- sales and marketing expenses including commission payments to your Smith
Barney Financial Consultant, and

- other costs of doing business.

Risks we assume include:

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

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

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

We may also deduct a charge for taxes.

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

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

WITHDRAWAL CHARGE

We do not deduct a sales charge from purchase payments when they are made to the
Contract. However, a withdrawal charge will apply if purchase payments are
withdrawn before they have

16
<PAGE> 17

been in the Contract for eight years. We will assess the charge as a percentage
of the purchase payment withdrawn as follows:

<TABLE>
<CAPTION>
YEARS SINCE PURCHASE WITHDRAWAL
PAYMENT MADE CHARGE
<S> <C>
1 or less 6%
2 6%
3 6%
4 5%
5 5%
6 4%
7 3%
8 and over 0%
</TABLE>

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

(a) any purchase payment to which no withdrawal charge applies, and then

(b) any remaining free withdrawal allowance (as described below) (after
being reduced by (a)), then

(d) from any Contract earnings.

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

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

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

- under the Travelers Minimum Distribution Program;

- if a lifetime annuity payout has begun;

- if, after the first contract year, you elect annuity payments for a fixed
period of at least five years; or

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

FREE WITHDRAWAL ALLOWANCE

Beginning in the second contract year, you may withdraw up to 15% of the
contract value annually. 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 $40,000 on that date. This
charge compensates us for expenses incurred in establishing and maintaining the
Contract. The $30 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

17
<PAGE> 18

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) from the distribution of death proceeds;

(2) after an annuity payout has begun, or

(3) if the contract value on the date of assessment equals or is greater
than $40,000.

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. The
charges stated are the maximum for this product. We reserve the right to lower
this charge at any time. If you choose the standard death benefit, the M&E
charge is 1.15% annually. If you choose the step-up death benefit, the M&E
charge is 1.25% annually. If you choose the roll-up death benefit, the M&E
charge is 1.40% annually. This charge compensates the Company for risks assumed,
benefits provided and expenses incurred, including the payment of commissions to
your sales agent.

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 method used to recover premium tax expenses incurred. 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. We also reserve
the right to restrict transfers by any market timing firm or any other third
party authorized to initiate transfers on behalf of multiple contract owners. We
may, among other things, not accept: 1) the transfer instructions of any agent
acting under a power of attorney on behalf of more than one owner, or 2) the
transfer

18
<PAGE> 19

or exchange instructions of individual owners who have executed pre-authorized
transfer forms which are submitted by market timing firms or other third parties
on behalf of more than one owner. We further reserve the right to limit
transfers that we determine will disadvantage other contract owners.

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.

DOLLAR COST AVERAGING

Dollar cost averaging or the pre-authorized transfer program (the "DCA Program")
allows you to transfer a set dollar amount to other funding options on a monthly
or quarterly basis during the accumulation phase of the Contract. Using this
method, more accumulation units are purchased in a funding option if the value
per unit is low and fewer accumulation units are purchased if the value per unit
is high. Therefore, a lower-than-average cost per unit may be achieved over the
long run.

You may elect the DCA Program 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 DCA Program. The minimum amount that may be transferred through this
program is $400.

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

In addition to the DCA Program, Travelers may credit increased interest rates to
contract owners under an administrative Special DCA Program established at the
discretion of Travelers, depending on availability and state law. Under this
program, the contract owner may pre-authorize level transfers to any of the
funding options under either a 6 Month Program or 12 Month Program. The 6 Month
Program and the 12 Month Program will generally have different credited interest
rates. Under the 6 Month Program, the interest rate can accrue up to 6 months on
funds in the Special DCA Program and all purchase payments and accrued interest
must be transferred on a level basis to the selected funding option in 6 months.
Under the 12 Month Program, the interest rate can accrue up to 12 months on
funds in the Special DCA Program and all purchase payments and accrued interest
in this Program must be transferred on a level basis to the selected funding
options in 12 months.

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

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

A contract owner may only have one DCA Program or Special DCA Program in place
at one time. Any subsequent purchase payments received by the Company within the
Program period selected will be allocated to the current funding options over
the remainder of that Program transfer period, unless otherwise directed by the
contract owner.

19
<PAGE> 20

All provisions and terms of the Contract apply to the DCA and Special DCA
Programs, 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. Withdrawals during the annuity period are
not allowed.

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 withdrawals that are not in good
order. We will contact you if there is a deficiency causing a delay and will
advise what is needed to act upon the withdrawal request.

SYSTEMATIC WITHDRAWALS

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.

LOANS

Loans may be available under your Contract. If available, all loan provisions
are described in your Contract or loan agreement.

20
<PAGE> 21

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 (e.g. 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.

BENEFICIARY

You name the beneficiary in a written request. The beneficiary has the right to
receive any death benefit proceeds under the contract upon the death of the
annuitant or a contract owner. If more than one beneficiary survives the
annuitant or contract owner, 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. If the case of a non-spousal
beneficiary or a spousal beneficiary who has not chosen to assume the contract,
the death benefit proceeds will be held in a fixed account until the beneficiary
elects a Settlement Option or takes a distribution.

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.

A contingent annuitant may not be changed, deleted or added after the Contract
becomes effective.

21
<PAGE> 22

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

Before the maturity date, when there is no contingent annuitant, a death benefit
is payable when either the annuitant or a contract owner dies. At purchase, you
elect either the Standard Death Benefit the Step-Up Benefit (also referred to as
the "Annual Step-Up"), or the Roll-Up Benefit. 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 ("death report date").

Three different types of death benefits are available under the Contract:

- the standard death benefit

- the annual step-up death benefit

- the roll-up death benefit

The annual step-up and roll-up death benefits may not be available in all
jurisdictions.

For all death benefits described below, we will subtract from the proceeds any
applicable premium tax and/or outstanding loans.

For all death benefits, 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 applicable premium tax and/or
outstanding loans.

Note: If the owner dies before the annuitant, the death benefit is recalculated,
replacing all references to "annuitant" with "owner."

DEATH PROCEEDS BEFORE THE MATURITY DATE

STANDARD DEATH BENEFIT

<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------
AGE ON CONTRACT DATE DEATH BENEFIT
- ------------------------------------------------------------------------------------------
If annuitant was younger than age 76 on - the contract value;
the Contract Date, the death benefit will - the total purchase payments made under
be the greatest of the contract (less any partial surrenders);
or
- the step-up value, if any, as described
below.
- ------------------------------------------------------------------------------------------
If annuitant was age 76 through 80 on the - the contract value; or
Contract Date, the death benefit will be - the total purchase payments made under
the greater of the contract (less any partial
surrenders).
- ------------------------------------------------------------------------------------------
If annuitant was age 81 or older on the - the contract value
Contract Date, the death benefit will be
- ------------------------------------------------------------------------------------------
</TABLE>

STEP-UP VALUE (STANDARD DEATH BENEFIT)

The step-up value for the standard death benefit depends on the annuitant's age
on the contract date as follows:

IF ANNUITANT WAS YOUNGER THAN AGE 68 ON THE CONTRACT DATE

A step-up value will be established on the seventh contract date anniversary
(provided it is before the death report date). The initial step-up value will
equal the contract value on that anniversary.

22
<PAGE> 23

Whenever a 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 date anniversary that occurs before the annuitant's 76th
birthday and before the annuitant's death, if the contract value is greater than
the step-up value, the step-up value will be reset to equal the contract value
on that date. If the step-up value is greater than the contract value, the
step-up value will remain unchanged. 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 76th
birthday will be those related to additional purchase payments or partial
surrenders as described below. If the death report date is before the seventh
contract date anniversary, there is no step-up value.

IF ANNUITANT WAS AGE 68 THROUGH 75 ON THE CONTRACT DATE

A step-up value will be established on the seventh contract date anniversary
(provided it is before the death report date). The step-up value will equal the
contract value on that anniversary. Whenever a purchase payment is made, 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. The only changes made to the step-up
value on or after the seventh contract date anniversary will be those related to
additional purchase payments or partial surrenders as described below. If the
death report date is before the seventh contract date anniversary, there is no
step-up value.

PARTIAL SURRENDER REDUCTION. If you make a partial surrender, the step-up value
is reduced by a partial surrender reduction which equals (1) the step-up value
in effect immediately before the reduction for partial surrender, multiplied by
(2) the amount of the partial surrender, divided by (3) the contract value
before the surrender. See the example of the partial surrender reduction below.

ANNUAL STEP-UP DEATH BENEFIT

(not available when either the annuitant or owner is age 76 or older on the
contract date)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
DEATH BENEFIT
- ------------------------------------------------------------------------------------------
<S> <C>
The death benefit will be the greatest - the contract value;
of:
- the total purchase payments made under
this contract (less all partial
surrenders); or
- the step-up value, if any, as described
below.
- ------------------------------------------------------------------------------------------
</TABLE>

23
<PAGE> 24

ROLL-UP DEATH BENEFIT

(not available when either the annuitant or owner is age 76 or older on the
contract date)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
AGE AT DEATH DEATH BENEFIT
- ------------------------------------------------------------------------------------------
<S> <C>
If the annuitant dies before age 80, the - the contract value;
death benefit will be the greatest of: - the roll-up death benefit value (as
described below); or
- the step-up value, if any, as described
below.
- ------------------------------------------------------------------------------------------
If the annuitant dies on or after age 80, - the contract value;
the death benefit will be the greatest - the roll-up death benefit value (as
of: described below) on the annuitant's
80(th) birthday, plus any additional
purchase payments and minus any partial
surrender reductions (as described below)
that occur after the annuitant's 80(th)
birthday; or
- the step-up value, if any, as described
below.
- ------------------------------------------------------------------------------------------
</TABLE>

STEP-UP VALUE (FOR ANNUAL STEP-UP AND ROLL-UP DEATH BENEFITS)

The initial step-up value will equal the first 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 date anniversary that occurs before the annuitant's 80th
birthday and before the annuitant's death, if the contract value is greater than
the step-up value, the step-up value will be reset to equal the contract value
on that date. If the step-up value is greater than the contract value, the
step-up value will remain unchanged. 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 below.

ROLL-UP DEATH BENEFIT VALUE

On the contract date, the roll-up death benefit value is equal to the purchase
payment. On each contract date anniversary, the roll-up death benefit value will
be recalculated to equal a) plus b) minus c), increased by 5%, where:

a) is the roll-up death benefit value as of the previous contract date
anniversary

b) is any purchase payment made during the previous contract year

c) is any partial surrender reduction (as described below) during the
previous contract year

On dates other than the contract date anniversary, the roll-up death benefit
value will equal a) plus b) minus c) where:

a) is the roll-up death benefit value as of the previous contract date
anniversary

b) is any purchase payment made during the previous contract year

c) is any partial surrender reduction (as described below) during the
previous contract year

24
<PAGE> 25

The maximum roll-up death benefit equals 200% of the difference between all
purchase payments and all partial surrender reductions (as described below).

PARTIAL SURRENDER REDUCTION (FOR ANNUAL STEP-UP AND ROLL-UP DEATH BENEFITS).
The partial surrender reduction equals (1) the death benefit value (standard,
step-up or roll-up value) in effect immediately before the reduction for partial
surrender, multiplied by (2) the amount of the partial surrender, divided by (3)
the contract value before the surrender.

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) -- 9,090

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

The following example shows what would happen in a declining market. Assume your
current contract value is $30,000. If your 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) -- 16,666

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

PAYMENT OF PROCEEDS

The process of paying death benefit proceeds before the maturity date under
various situations for nonqualified contracts and qualified contracts is
summarized in the charts below. The charts do not encompass every situation and
are merely intended as a general guide. More detailed information is provided in
your Contract. Generally, the person(s) receiving the benefit may request that
the proceeds be paid in a lump sum, or be applied to one of the settlement
options available under the Contract.

NONQUALIFIED CONTRACTS

25
<PAGE> 26

<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
BEFORE THE MATURITY DATE, UPON THE COMPANY WILL PAY THE UNLESS... MANDATORY PAYOUT
THE DEATH OF THE PROCEEDS TO: RULES APPLY*
- --------------------------------------------------------------------------------------------------------------
Joint Owner (who is the The beneficiary (ies), Unless the beneficiary is the Yes
annuitant) or if none, to the contract owner's spouse and
contract owner's estate. the spouse elects to assume
and continue the contract.
Or, unless there is a
contingent annuitant the
contingent annuitant becomes
the annuitant and the
proceeds will be paid to the
surviving joint owner. If the
surviving joint owner is the
spouse, the spouse may elect
to assume and continue the
contract.
- --------------------------------------------------------------------------------------------------------------
Annuitant (who is not the The beneficiary (ies). Unless, there is a contingent No
contract owner) annuitant. Then, the
contingent annuitant becomes
the annuitant and the
Contract continues in effect
(generally using the original
maturity date). The proceeds
will then be paid upon the
death of the contingent
annuitant or owner.
- --------------------------------------------------------------------------------------------------------------
Annuitant (who is the contract See death of "owner who N/A
owner) is the annuitant" above.
- --------------------------------------------------------------------------------------------------------------
Annuitant (where owner is a The beneficiary (ies) Yes (Death of
nonnatural person/trust) (e.g. the trust). annuitant is
treated as death
of the owner in
these
circumstances.)
- --------------------------------------------------------------------------------------------------------------
Contingent Annuitant (assuming No death proceeds are N/A
annuitant is still alive) payable; contract
continues.
- --------------------------------------------------------------------------------------------------------------
Beneficiary No death proceeds are N/A
payable; contract
continues.
- --------------------------------------------------------------------------------------------------------------
Contingent Beneficiary No death proceeds are N/A
payable; contract
continues.
- --------------------------------------------------------------------------------------------------------------
</TABLE>

* Certain payout rules of the Internal Revenue Code (IRC) are triggered upon the
death of any Owner. Non-spousal Beneficiaries (as well as spousal
beneficiaries who choose not to assume

26
<PAGE> 27

the contract) must begin taking distributions based on the Beneficiary's life
expectancy within one year of death or take a complete distribution of
contract proceeds within 5 years of death.

QUALIFIED CONTRACTS

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, or unless you elect another date. Annuity
payments are a series of periodic payments (a) for life; (b) for life with
either a minimum number of payments or a specific amount assured; or (c) for the
joint lifetime of the annuitant and another person, and thereafter during the
lifetime of the survivor. We may require proof that the annuitant is alive
before 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, for qualified contracts, the maturity date will be the
annuitant's 70th birthday. For nonqualified contracts, unless you elect
otherwise, the maturity date will be the later of the annuitant's 95th birthday
or ten years after the effective date of the contract, if later. (For Contracts
issued in Florida and New York, the maturity date elected may not be later than
the annuitant's 90th birthday.)

27
<PAGE> 28

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 cash surrender value will be
applied to provide an annuity funded by the same investment options as you have
selected during the accumulation period (contract value, in Oregon). 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.

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 rates shown. If investment rates are higher at
the time annuitization is selected, payout rates will be higher 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 cash surrender

28
<PAGE> 29

value, determined as of the date annuity payments begin. Payout rates will not
be lower than those shown in the Contract. If it would produce a larger payment,
the first fixed annuity payment will be determined using the Life Annuity Tables
in effect on the maturity date.

PAYMENT OPTIONS
- --------------------------------------------------------------------------------

ELECTION OF OPTIONS

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

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

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

ANNUITY OPTIONS

Subject to the conditions described in "Election of Options" above, all or any
part of the cash surrender value (less any applicable premium taxes) 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

29
<PAGE> 30

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. (Fixed Account Only). 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) within ten days after you receive it (the "right to return period").
You bear the investment risk on the purchase payment 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) will be refunded.

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

TERMINATION

You do not need to make any purchase payments after the first to keep the
Contract in effect. However, we reserve the right to terminate the Contract on
any business day if 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 cash surrender value 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.

30
<PAGE> 31

THE SEPARATE ACCOUNTS
- --------------------------------------------------------------------------------

The Travelers Insurance Company and the Travelers Life and Annuity Company each
sponsor separate accounts: The Travelers Separate Account Nine for Variable
Annuities ("Separate Account Nine") and the Travelers Separate Account Ten for
Variable Annuities ("Separate Account Ten"), respectively. Both Separate Account
Nine and Separate Account Ten were established on June 18, 1999 and are
registered with the SEC as unit investment trusts (separate account) under the
Investment Company Act of 1940, as amended (the "1940 Act"). The Separate
Account assets attributable to the Contracts will be invested exclusively in the
shares of the variable funding options.

The assets of Separate Account Nine and Separate Account Ten are held for the
exclusive and separate benefit of the owners of each separate account, according
to the laws of Connecticut. Income, gains and losses, whether or not realized,
from assets allocated to the Separate Account are, in accordance with the
Contracts, credited to or charged against the Separate Account without regard to
other income, gains and losses of the Company. The assets held by the Separate
Account are not chargeable with liabilities arising out of any other business
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.

PERFORMANCE INFORMATION

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

STANDARDIZED METHOD. 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 contract
administrative charge is converted to a percentage of assets based on the actual
fee collected, divided by the average net assets for Contracts sold. Each
quotation assumes a total redemption at the end of each period with the
applicable withdrawal charge deducted at that time.

NONSTANDARDIZED METHOD. 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. The withdrawal charge is not
reflected because the Contract is designed for long-term investment.

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.

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<PAGE> 32

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.

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

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. An exception to
this is a qualified plan called a Roth IRA. Under Roth IRAs, after-tax
contributions accumulate until maturity, when amounts (including earnings) may
be withdrawn tax-free. 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

32
<PAGE> 33

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, 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

33
<PAGE> 34

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.

TAXATION OF DEATH BENEFIT PROCEEDS

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

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

THE INSURANCE COMPANIES

Please refer to the first page of the Summary of this prospectus to determine
which company issued your Contract.

The Travelers Insurance Company is a stock insurance company chartered in 1864
in Connecticut and continuously engaged in the insurance business since that
time. It is licensed to conduct life insurance business in all states of the
United States, the District of Columbia, Puerto Rico, Guam, the U.S. and British
Virgin Islands and the Bahamas. The Company is an indirect wholly owned
subsidiary of Citigroup Inc. The Company's Home Office is located at One Tower
Square, Hartford, Connecticut 06183.

The Travelers Life and Annuity Company is a stock insurance company chartered in
1973 in Connecticut and continuously engaged in the insurance business since
that time. It is licensed to

34
<PAGE> 35

conduct life insurance business in a majority of the states of the United
States, the District of Columbia and Puerto Rico, and intends to seek licensure
in the remaining states, except New York. The Company is an indirect wholly
owned subsidiary of Citigroup Inc. The Company's Home Office is located at One
Tower Square, Hartford, Connecticut 06183.

FINANCIAL STATEMENTS

The financial statements for each insurance company and Separate Account Ten are
located in their respective Statements of Additional Information. As of December
31, 1999, Separate Account Nine had no financial statement.

IMSA

The Companies are members of the Insurance Marketplace Standards Association
("IMSA"), and as such may use the IMSA logo and IMSA membership in
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.

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. Any sales
representative or employee who sells the Contracts will be qualified to sell
variable annuities under applicable federal and state laws. Each broker-dealer
is registered with the SEC under the Securities Exchange Act of 1934, and all
are members of the NASD. The principal underwriter of the Contracts is CFBDS,
Inc., 21 Milk St., Boston, MA. CFBDS, Inc. is not affiliated with the Company or
the Separate Account. However, it is currently anticipated that Travelers
Distribution Company, an affiliated broker-dealer, may become the principal
underwriter for the Contracts during the year 2000.

Up-front compensation paid to sales representatives will not exceed 7% of the
purchase payments made under the Contracts. If asset based compensation is paid,
it will not exceed 2% of the average account value annually. From time to time,
the Company may pay or permit other promotional incentives, in cash, credit or
other compensation.

CONFORMITY WITH STATE AND FEDERAL LAWS

The Contract is governed by the laws of the state in which it is delivered.
Where a state has not approved a contract feature or funding option, it will not
be available in that state. Any paid-up annuity, cash surrender value or death
benefits that are available under the Contract are not less than the minimum
benefits required by the statutes of the state in which 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.

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<PAGE> 36

LEGAL PROCEEDINGS AND OPINIONS

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

THE TRAVELERS INSURANCE COMPANY

There are no pending legal proceedings affecting the Separate Account. There is
one material pending legal proceeding, other than ordinary routine litigation
incidental to business, to which the Company is a party.

In March 1997, a purported class action entitled Patterman v. The Travelers,
Inc., et al. was commenced in the Superior Court of Richmond County, Georgia,
alleging, among other things, violations of the Georgia RICO statute and other
state laws by an affiliate of the Company, Primerica Financial Services, Inc.
and certain of its affiliates. Plaintiffs seek unspecified compensatory and
punitive damages and other relief. In October 1997, defendants answered the
complaint, denied liability and asserted numerous affirmative defenses. In
February 1998, on defendants' motion, the Superior Court of Richmond County
transferred the lawsuit to the Superior Court of Gwinnett County, Georgia.
Plaintiffs appealed the transfer order, and in December 1998 the Court of
Appeals of the State of Georgia reversed the lower court's decision. Defendants
petitioned the Georgia Supreme Court to hear an appeal from the decision of the
Court of Appeals, and the petition was granted in May 1998. In September 1999,
oral argument on defendants' petition was heard and, on February 28, 2000, the
Georgia Supreme Court affirmed the Georgia County Appeals and remanded the
matter to the Superior Court of Richmond County. In March 2000, defendants moved
the Georgia Supreme Court to reconsider its February 28, 2000 decision, and that
motion remains pending. Proceedings in the trial court have been stayed pending
appeal. Defendants intend to vigorously contest the litigation.

THE TRAVELERS LIFE AND ANNUITY COMPANY

There are no pending material legal proceedings affecting the Separate Account,
the principal underwriter or the Company.

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<PAGE> 37

APPENDIX A
CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

THE TRAVELERS SEPARATE ACCOUNT TEN FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES

<TABLE>
<CAPTION>
PERIOD FROM OCTOBER 14, 1999
PORTFOLIO NAME (EFFECTIVE DATE) TO DECEMBER 31, 1999
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------
<CAPTION>
STANDARD STEP-UP ROLL-UP
-------- ------- -------
<S> <C> <C> <C>
ALLIANCE VARIABLE PRODUCT SERIES FUND
PREMIER GROWTH PORTFOLIO CLASS B (11/99)
Unit Value at beginning of year........................... 1.000 1.000 1.000
Unit Value at end of year................................. 1.127 1.127 1.127
Number of units outstanding at end of year................ 98,377 314,797 99,866
AMERICAN VARIABLE INSURANCE SERIES CLASS 2
GLOBAL GROWTH FUND (11/99)
Unit Value at beginning of year........................... 1.000 1.000 1.000
Unit Value at end of year................................. 1.211 1.211 1.210
Number of units outstanding at end of year................ 123,540 316,138 45,911
GROWTH FUND (11/99)
Unit Value at beginning of year........................... 1.000 1.000 1.000
Unit Value at end of year................................. 1.167 1.167 1.167
Number of units outstanding at end of year................ 1,134,441 477,335 131,798
GROWTH-INCOME FUND (11/99)
Unit Value at beginning of year........................... 1.000 1.000 1.000
Unit Value at end of year................................. 1.039 1.039 1.039
Number of units outstanding at end of year................ 46,596 174,106 303,426
TEMPLETON VARIABLE PRODUCTS SERIES FUND
FRANKLIN SMALL CAP INVESTMENTS FUND CLASS 2 (11/99)
Unit Value at beginning of year........................... 1.000 1.000 1.000
Unit Value at end of year................................. 1.215 1.215 1.215
Number of units outstanding at end of year................ 549,437 167,294 113,599
TEMPLETON INTERNATIONAL FUND CLASS 2(11/99)
Unit Value at beginning of year........................... 1.000 1.000 1.000
Unit Value at end of year................................. 1.115 1.115 1.114
Number of units outstanding at end of year................ 53,095 121,036 68,217
GREENWICH STREET SERIES FUND
APPRECIATION PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000 1.000
Unit Value at end of year................................. 1.044 1.044 1.044
Number of units outstanding at end of year................ 84,121 31,957 38,295
DIVERSIFIED STRATEGIC INCOME PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000 1.000
Unit Value at end of year................................. 0.999 0.999 0.999
Number of units outstanding at end of year................ 341,104 137,491 15,447
EQUITY INDEX PORTFOLIO CLASS II (11/99)
Unit Value at beginning of year........................... 1.000 1.000 1.000
Unit Value at end of year................................. 1.067 1.067 1.067
Number of units outstanding at end of year................ 348,286 55,283 9,761
TOTAL RETURN PORTFOLIO (12/99)
Unit Value at beginning of year........................... 1.000 1.000 1.000
Unit Value at end of year................................. 1.037 1.037 1.037
Number of units outstanding at end of year................ 12,938 2,425 2,903
SALOMON BROTHERS VARIABLE SERIES FUND, INC.
CAPITAL FUND (11/99)
Unit Value at beginning of year........................... 1.000 1.000 1.000
Unit Value at end of year................................. 1.033 1.033 1.033
Number of units outstanding at end of year................ 20,279 78,169 1,992
INVESTORS FUND (11/99)
Unit Value at beginning of year........................... 1.000 1.000 1.000
Unit Value at end of year................................. 1.029 1.029 1.029
Number of units outstanding at end of year................ 10,159 19,926 28,784
</TABLE>

A-1
<PAGE> 38
APPENDIX A
CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

THE TRAVELERS SEPARATE ACCOUNT TEN FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES (CONTINUED)

<TABLE>
<CAPTION>
PERIOD FROM OCTOBER 14, 1999
PORTFOLIO NAME (EFFECTIVE DATE) TO DECEMBER 31, 1999
- ----------------------------------------------------------------------------------------------------
<CAPTION>
STANDARD STEP-UP ROLL-UP
-------- ------- -------
<S> <C> <C> <C>
<S> <C> <C> <C>
SMALL CAP GROWTH FUND (11/99)
Unit Value at beginning of year........................... 1.000 1.000 1.000
Unit Value at end of year................................. 1.141 1.141 1.141
Number of units outstanding at end of year................ 35,132 61,393 --
THE TRAVELERS SERIES TRUST
DISCIPLINED SMALL CAP STOCK PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000 1.000
Unit Value at end of year................................. 1.088 1.088 1.088
Number of units outstanding at end of year................ 24,556 -- --
EQUITY INCOME PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000 1.000
Unit Value at end of year................................. 1.013 1.013 1.013
Number of units outstanding at end of year................ 19,805 10,535 --
LARGE CAP PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000 1.000
Unit Value at end of year................................. 1.066 1.065 1.065
Number of units outstanding at end of year................ 559,758 157,286 1,681
MFS EMERGING GROWTH PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000 1.000
Unit Value at end of year................................. 1.433 1.433 1.432
Number of units outstanding at end of year................ 857,752 266,524 15,369
MFS RESEARCH PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000 1.000
Unit Value at end of year................................. 1.061 1.061 1.061
Number of units outstanding at end of year................ 54,286 16,748 5,622
STRATEGIC STOCK PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000 1.000
Unit Value at end of year................................. 0.989 0.989 0.988
Number of units outstanding at end of year................ 29,465 -- 796
TRAVELERS SERIES FUND INC.
ALLIANCE GROWTH PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000 1.000
Unit Value at end of year................................. 1.132 1.132 1.132
Number of units outstanding at end of year................ 774,589 468,390 108,285
MFS TOTAL RETURN PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000 1.000
Unit Value at end of year................................. 0.999 0.999 0.999
Number of units outstanding at end of year................ 340,973 99,074 442
SMITH BARNEY AGGRESSIVE GROWTH PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000 1.000
Unit Value at end of year................................. 1.210 1.210 1.209
Number of units outstanding at end of year................ 74,420 302,417 237,187
SMITH BARNEY HIGH INCOME PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000 1.000
Unit Value at end of year................................. 1.016 1.016 1.016
Number of units outstanding at end of year................ 83,518 67,445 113,822
SMITH BARNEY INTERNATIONAL EQUITY PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000 1.000
Unit Value at end of year................................. 1.207 1.206 1.206
Number of units outstanding at end of year................ 69,739 153,407 31,135
SMITH BARNEY LARGE CAPITALIZATION GROWTH PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000 1.000
Unit Value at end of year................................. 1.090 1.090 1.090
Number of units outstanding at end of year................ 241,754 175,985 110,096
</TABLE>

A-2
<PAGE> 39
APPENDIX A
CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

THE TRAVELERS SEPARATE ACCOUNT TEN FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES (CONTINUED)

The date shown next to the name of each funding option is the date money first
came into the funding option through the Separate Account.

The financial statements of Separate Account Ten and the financial statements of
The Travelers Life and Annuity Company are contained in the SAI.

Any funds not listed above were not yet available as of December 31, 1999.

A-3
<PAGE> 40

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<PAGE> 41

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

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.

B-1
<PAGE> 42

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<PAGE> 43

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 Insurance Company or The
Travelers Life and Annuity Company. A list of the contents of the Statement of
Additional Information is set forth below:

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

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Copies of the Statement of Additional Information dated May 1, 2000 are
available without charge. To request a copy, please clip this coupon on the
dotted line above, enter your name and address in the spaces provided below, and
mail to: The Travelers Insurance Company, Annuity Investor Services, One Tower
Square, Hartford, Connecticut 06183. The Travelers Insurance Company Statement
of Additional Information is printed on Form L-20668S, and the The Travelers
Life and Annuity Statement of Additional Information is printed on Form L-20669S

Name:
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Address:
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C-1
<PAGE> 44

L-20668 May 1, 2000