PARTICIPATION AGREEMENT
Among
SMITH BARNEY CONCERT SERIES INC., 
TRAVELERS INVESTMENT ADVISER, INC.
and
________________________________________

	THIS AGREEMENT, made as of the ____ day of ___, 199_  by and among 
_________________ (hereinafter the "Company"), on its own behalf and on 
behalf of each segregated asset account of the Company set forth on 
Schedule A hereto as may be amended from time to time (each such account 
hereinafter referred to as the "Account"), the SMITH BARNEY CONCERT 
SERIES INC., a Maryland corporation (hereinafter the "Fund"), and 
TRAVELERS INVESTMENT ADVISER, INC. (hereinafter the "Adviser"), a 
Delaware corporation.

	WHEREAS, the Fund engages in business as an open-end management 
investment company and is available to act as the investment vehicle for 
separate accounts established for variable annuity contracts and, 
subject to an order expected to be obtained from the Securities and 
Exchange Commission (the "SEC"), expects to be available to act as the 
investment vehicle for certain qualified pension and retirement plans 
("Qualified Plans") and for separate accounts established for variable 
life insurance policies (such variable life insurance policies and 
variable annuity contracts are herein, collectively, the "Variable 
Insurance Products") to be offered by insurance companies which have 
entered into participation agreements with the Fund and the Adviser 
(hereinafter "Participating Insurance Companies"); and

	WHEREAS, the beneficial interests in the Fund are divided into 
several series of shares, each representing the interest in a particular 
managed portfolio of securities and other assets; and

	WHEREAS, the Fund desires to make shares of such managed 
portfolios as are listed on Schedule B attached hereto, as such Schedule 
B may be amended from time to time hereafter by mutual written agreement 
of all the parties hereto, available to the  Company for purchase (each 
such listed portfolio, a "Portfolio"); and

	WHEREAS, the Fund is seeking and expects to obtain an order from 
the SEC, granting Participating Insurance Companies and variable annuity 
and variable insurance separate accounts exemptions from the provisions 
of Sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act 
of 1940, as amended, (hereinafter the "l940 Act") and Rules 6e-2(b)(15) 
and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares 
of the Fund to be sold to and held by variable annuity and variable life 
insurance separate accounts of both affiliated and unaffiliated life 
insurance companies (hereinafter the "Mixed and Shared Funding Exemptive 
Order"); and

	WHEREAS, the Fund is registered as an open-end management 
investment company under the l940 Act and its shares are registered 
under the Securities Act of 1933, as amended (hereinafter the "1933 
Act"); and

	WHEREAS, the Adviser is duly registered as an Investment Adviser 
under the Federal Investment Advisers Act of 1940 and any applicable 
state securities law; and

	WHEREAS, the Company has registered or will register certain 
variable life and variable annuity contracts under the 1933 Act; and

	WHEREAS, each Account is a duly organized, validly existing 
segregated asset account, established by resolution of the Board of 
Directors of the Company, on the date shown for such Account on Schedule 
A hereto, to set aside and invest assets attributable to one or more 
variable life and annuity contracts; and

	WHEREAS, the Company has registered or will register each Account 
as a unit investment trust under the l940 Act; and

	WHEREAS, to the extent permitted by applicable insurance laws and 
regulations, the Company intends to purchase shares in the Portfolios on 
behalf of each Account to fund certain of the aforesaid variable life 
and variable annuity contracts,

	NOW, THEREFORE, in consideration of their mutual promises the 
Company, the Fund and the Adviser agree as follows:

ARTICLE I.  Sale of Fund Shares

	1.1.  The Fund agrees to sell to the Company those shares of the 
Fund which each Account orders, executing such orders on a daily basis 
at the net asset value next computed after receipt by the Fund or its 
designee of the order for the shares of the Fund.  For purposes of this 
Section l.l, the Company shall be the designee of the Fund for receipt 
of such orders from each Account and receipt by such designee shall 
constitute receipt by the Fund; provided that the Fund receives notice 
of such order by 10:00 a.m. Eastern time on the next following Business 
Day.  "Business Day" shall mean any day on which the New York Stock 
Exchange is open for trading and on which the Fund calculates its net 
asset value pursuant to the rules of the Securities and Exchange 
Commission.

	1.2.  The Fund agrees to make its shares available indefinitely 
for purchase at the applicable net asset value per share by the Company 
and its Accounts on those days on which the Fund calculates its net 
asset value pursuant to rules of the SEC and the Fund shall use 
reasonable efforts to calculate such net asset value on each day which 
the New York Stock Exchange is open for trading.  Notwithstanding the 
foregoing, the Board of Directors of the Fund (hereinafter the "Board") 
may refuse to sell shares of any Portfolio to any person, or suspend or 
terminate the offering of shares of any Portfolio if such action is 
required by law or by regulatory authorities having jurisdiction or is, 
in the sole discretion of the Board acting in good faith and in light of 
their fiduciary duties under federal and any applicable state laws, 
necessary in the best interest of the shareholders of such Portfolio. 

	1.3.  The Fund and the Adviser agree that shares of the Fund will 
be sold only to Participating Insurance Companies and their separate 
accounts and, in accordance with the terms of the Mixed and Shared 
Funding Exemptive Order, certain Qualified Plans.  No shares of any 
Portfolio will be sold to the general public.  

	1.4.  The Fund will not sell Fund shares to any insurance company 
or separate account unless an agreement containing provisions 
substantially the same as Articles I and VII, Section 2.5 of Article II 
and Sections 3.4 and 3.5 of Article III of this Agreement is in effect 
to govern such sales. 

	1.5.  The Fund agrees to redeem for cash, on the Company's 
request, any full or fractional shares of the Fund held by the Company, 
executing such requests on a daily basis at the net asset value next 
computed after receipt by the Fund or its designee of the request for 
redemption.  For purposes of Sections 2.10 and 2.11, upon the payment by 
the Fund to the Company of the proceeds of such redemptions, such 
proceeds shall cease to be the responsibility of the Fund and shall 
become the responsibility of the Company.  For purposes of this Section 
1.5, the Company shall be the designee of the Fund for receipt of 
requests for redemption from each Account and receipt by such designee 
shall constitute receipt by the Fund; provided that the Fund receives 
notice of such request for redemption by 10:00 a.m. Eastern time on the 
next following Business Day.  

	1.6.  The Company agrees to purchase and redeem the shares of each 
Portfolio offered by the then current prospectus of the Fund in 
accordance with the provisions of such prospectus.  The Company agrees 
that all net amounts available under the variable life and variable 
annuity contracts with the form number(s) which are listed on Schedule C 
attached hereto and incorporated herein by this reference, as such 
Schedule C may be amended from time to time hereafter by mutual written 
agreement of all the parties hereto and which such contracts have been 
sold pursuant to an Annuity Selling Agreement dated __________, 199_, by 
and between the Company and ___________________. (the "Contracts"), 
shall be invested in the Portfolios, in such other funds advised by the 
Adviser as may be mutually agreed to in writing by the parties hereto, 
or in the Company's general account, provided that such amounts may also 
be invested in an investment company other than the Fund if (a) such 
other investment company, or series thereof, has investment objectives 
or policies that are substantially different from the investment 
objectives and policies of the Portfolios of the Fund; or (b) the 
Company gives the Fund and the Adviser 60 days' written notice of its 
intention to make such other investment company available as a funding 
vehicle for the Contracts; or (c) such other investment company was 
available as a funding vehicle for the Contracts prior to the date of 
this Agreement and the Company so informs the Fund and Adviser prior to 
their signing this Agreement; or (d) the Fund or Adviser consents to the 
use of such other investment company.

	1.7.  The Company shall pay for Fund shares on the next Business 
Day after an order to purchase Fund shares is made in accordance with 
the provisions of Section 1.1 hereof.  Payment shall be in federal funds 
transmitted by wire.  For purpose of Section 2.9 and 2.10, upon receipt 
by the Fund of the federal funds so wired, such funds shall cease to be 
the responsibility of the Company and shall become the responsibility of 
the Fund. 

	1.8.  Issuance and transfer of the Fund's shares will be by book 
entry only.  Stock certificates will not be issued to the Company or any 
Account.  Shares ordered from the Fund will be recorded in an 
appropriate title for each Account or the appropriate subaccount of each 
Account.

	1.9.  The Fund shall furnish notice (by wire or telephone, 
followed by written confirmation) as soon as is reasonably practicable 
to the Company of any income, dividends or capital gain distributions 
payable on the Fund's shares.  The Company hereby elects to receive all 
such income dividends and capital gain distributions as are payable on 
the Portfolio shares in additional shares of that Portfolio.  The 
Company reserves the right to revoke this election and to receive all 
such income dividends and capital gain distributions in cash.  The Fund 
shall notify the Company of the number of shares so issued as payment of 
such dividends and distributions.

	1.10.  The Fund shall make the net asset value per share for each 
Portfolio available to the Company on a daily basis as soon as 
reasonably practical after the net asset value per share is calculated 
(normally 6:30 p.m. Eastern time) and shall use its best efforts to make 
such net asset value per share available by 7:00 p.m. Eastern time.  If 
the Fund provides the Company with the incorrect share net asset value 
information, the Company on behalf of the Account shall be entitled to a 
prompt adjustment to the number of shares purchased or redeemed to 
reflect the correct share net asset value.  Upon a final determination 
that there has been an error in the calculation of net asset value, 
dividend or capital gain, the Fund shall report such error to the 
Company.

ARTICLE II.  Representations and Warranties	

	2.1.  The Company represents and warrants that the Contracts are 
or will be registered under the 1933 Act; that the Contracts will be 
issued and sold in compliance in all material respects with all 
applicable Federal and State laws and that the sale of the Contracts 
shall comply in all material respects with state insurance suitability 
requirements.  The Company further represents and warrants that it is an 
insurance company duly organized and in good standing under applicable 
law and that it has legally and validly established each Account prior 
to any issuance or sale thereof as a segregated asset account under Iowa 
Code Section 508A.1 and has registered or, prior to any issuance or sale 
of the Contracts, will register each Account as a unit investment trust 
in accordance with the provisions of the 1940 Act to serve as a 
segregated investment account for the Contracts. 

	2.2.  The Fund represents and warrants that Fund shares sold 
pursuant to this Agreement shall be registered under the 1933 Act, shall 
be duly authorized for issuance and sold in compliance with the laws of 
the State of Maryland and all applicable federal and state securities 
laws and that the Fund is and shall remain registered under the 1940 
Act.  The Fund shall amend the Registration Statement for its shares 
under the 1933 Act and the 1940 Act from time to time as required in 
order to effect the continuous offering of its shares.  The Fund shall 
register and qualify the shares for sale where necessary as determined 
by the Fund or the Adviser in accordance with the laws of the various 
states. 

	2.3.  The Fund represents that it is currently qualified as a 
Regulated Investment Company under Subchapter M of the Internal Revenue 
Code of 1986, as amended, (the "Code") and that it will make every 
effort to maintain such qualification (under Subchapter M or any 
successor or similar provision) and that it will notify the Company 
immediately upon having a reasonable basis for believing that it has 
ceased to so qualify or that it might not so qualify in the future.  

	2.4.  The Company represents that the Contacts are currently 
treated as endowment, annuity or life insurance contacts, under 
applicable provisions of the Code and that it will make every effort to 
maintain such treatment and that it will notify the Fund and the Adviser 
immediately upon having a reasonable basis for believing that the 
Contracts have ceased to be so treated or that they might not be so 
treated in the future.

	2.5.  The Fund currently does not intend to make any payments to 
finance distribution expenses pursuant to Rule 12b-1 under the 1040 Act 
or otherwise, although it may make such payments in the future.  To the 
extent that it decides to finance distribution expenses pursuant to Rule 
12b-1, the Fund undertakes to have a board of directors, a majority of 
whom are not interested persons of the Fund, formulate and approve any 
plan under Rule 12b-1 to finance distribution expenses.

	2.6.  The Fund makes no representation as to whether any aspect of 
its operations (including, but not limited to, fees and expenses  and 
investment polices) complies with the insurance laws or regulations of 
the various states except that the Fund and the Adviser represent that 
their respective operations are and shall at all times remain in 
material compliance with the laws of the State of Maryland to the extent 
required to perform this Agreement.

	2.7.  The Fund represents that it is lawfully organized and 
validly existing under the laws of the State of Maryland and that it 
does and will comply in all material respects with the 1940 Act.

	2.8.  The Adviser represents and warrants that the Adviser is and 
shall remain duly registered in all material respects under all 
applicable federal and state securities laws and that the Adviser shall 
perform its obligations for the Fund in compliance in all material 
respects with the laws of the State of Maryland and any applicable state 
and federal securities laws.

	2.9.  The Fund and Adviser represent and warrant that all of their 
directors, officers, employees, investment advisers, and other 
individuals/entities dealing with the money and/or securities of the 
Fund are and shall continue to be at all times covered by a blanket 
fidelity bond or similar coverage for the benefit of the Fund in an 
amount not less than the minimal coverage as required currently by Rule 
17g-1 of the 1940 Act or related provisions as may be promulgated from 
time to time.  The aforesaid Bond shall include coverage for larceny and 
embezzlement and shall be issued by a reputable bonding company. 

	2.10.  The Company represents and warrants that all if any of its 
directors, officers, employees, investment advisers, and other 
individuals/entities deal with the money and/or securities of the Fund 
they will at all such times be covered by a blanket fidelity bond or 
similar coverage for the benefit of the Fund, in an amount not less than 
the minimal coverage as required by Rule 17g-1 of the 1940 Act or 
related provisions as may be promulgated from time to time.  The 
aforesaid Bond shall include coverage for larceny and embezzlement and 
shall be issued by a reputable bonding company.

ARTICLE III.  Prospectuses and Proxy Statements; Voting

	3.1.  The Adviser and the Fund shall provide to the Company such 
documentation (including a final copy of the Fund's most current 
prospectus as set in type at the Fund's expense) and other assistance as 
is reasonably necessary in order for the Company once each year (or more 
frequently if the prospectus for the Fund is amended) to have the 
prospectus for the Contracts and the Portfolios' prospectus printed 
(such printing to be at the Company's expense except as provided in 
Section 5.3 hereof).

	3.2.  The Fund's prospectus shall state that the Statement of 
Additional Information ("SAI") for the Fund is available from the 
Adviser (or in the Fund's discretion, the Prospectus shall state that 
such SAI is available from the Fund), and the Adviser (or the Fund), at 
its expense, shall print and provide one copy of such SAI free of charge 
to the Company and to any owner of a Contract or prospective owner who 
requests such Statement.  The Company may make additional copies of the 
SAI at its expense.

	3.3.  The Fund, at its expense, shall provide the Company with 
copies of its proxy material, reports to shareholders, and other 
communications to shareholders in such quantity as the Company shall 
reasonably require for distributing to Contract owners;  provided, 
however, that the Company shall bear the expenses for the costs of 
printing and distributing any proxy material, reports to shareholders 
and other communications to shareholders that are prepared at the 
request of the Company.  

	3.4.  If and to the extent required by law the Company shall: 

		(i)	solicit voting instructions from Contract owners;
		(ii)	vote the Fund shares in accordance with instructions 
received from Contract owners; and  
		(iii)	vote  Fund shares for which no instructions have been 
received in the same proportion as Fund shares 
of such Portfolio for which instructions have 
been received;

so long as and to the extent that the SEC continues to interpret the 
1940 Act to require pass-through voting privileges for owners of 
Variable Insurance Products.  The Company reserves the right to vote 
Fund shares held in any segregated asset account in its own right, to 
the extent permitted by law.  Participating Insurance Companies shall be 
responsible for assuring that each of their separate accounts 
participating in the Fund calculates voting privileges in a manner 
consistent with this Section.  

	3.5.  The Fund will comply with all provisions of the 1940 Act 
requiring voting by shareholders.

ARTICLE IV.  Sales Material and Information

	4.1.  The Company shall furnish, or shall cause to be furnished, 
to the Fund or its designee, each piece of sales literature or other 
promotional material in which the Fund, the Adviser, or the Fund's 
underwriter is named, at least ten Business Days prior to its use.  No 
such material shall be used if the Fund or its designee object to such 
use within ten Business Days after receipt of such material.  

	4.2.  The Company shall not give any information or make any 
representations or statements on behalf of the Fund or concerning the 
Fund in connection with the sale of the Contracts other than the 
information or representations contained in the registration statement 
or prospectus for the Fund shares, as such registration statement and 
prospectus may be amended or supplemented from time to time, or in 
reports or proxy statements for the Fund, or in sales literature or 
other promotional material approved by the Fund or its designee or by 
the Adviser, except with the permission of the Fund or the Adviser or 
the designee of either.  

	4.3.  The Fund, and the Adviser, or its designee shall furnish, or 
shall cause to be furnished, to the Company or its designee, each piece 
of sales literature or other promotional material in which the Company 
and/or its separate account(s), is named at least ten Business Days 
prior to its use.  No such material shall be used if the Company or its 
designee object to such use within ten Business Days after receipt of 
such material.  

	4.4.  The Fund and the Adviser shall not give any information or 
make any representations on behalf of the Company or concerning the 
Company, each Account, or the Contracts other than the information or 
representations contained in a registration statement or prospectus for 
the Contracts, as such registration statement and prospectus may be 
amended or supplemented from time to time, or in published reports for 
each Account which are in the public domain or approved by the Company 
for distribution to Contract owners, or in sales literature or other 
promotional material approved by the Company or its designee, except 
with the permission of the Company.

	4.5.  The Fund will provide to the Company at least one complete 
copy of all registration statements, prospectuses, Statements of 
Additional Information, reports, proxy statements, sales literature and 
other promotional materials, applications for exemptions, requests for 
no-action letters, and all amendments to any of the above, that relate 
to the Fund or its shares, as soon as is reasonably practicable after 
the filing of such document with the SEC or other regulatory 
authorities. 

	4.6.  The Company will provide to the Fund at least one complete 
copy of all registration statements, prospectuses, Statements of 
Additional Information, annual and semi-annual reports, solicitations 
for voting instructions, applications for exemptions, requests for no 
action letters, and all amendments to any of the above, that relate to 
the Contracts or each Account, as soon as is reasonably practicable 
after the filing of such document with the SEC or other regulatory 
authorities.  

	4.7.  For purposes of this Article IV, the phrase "sales 
literature or other promotional material" includes, but is not limited 
to, advertisements (such as materials published, or designed for use in, 
in a newspaper, magazine, or other periodical, radio, television, 
telephone or tape recording, videotape display, signs or billboards, 
motion pictures, or other public media), sales literature (i.e., any 
written communication distributed or made generally available to 
customers or the public, including brochures, circulars, research 
reports, market letters, form letters, seminar texts, reprints or 
excerpts of any other advertisement, sales literature, or published 
article), educational or training materials or other communications 
distributed or made generally available to some or all agents or 
employees, and registration statements, prospectuses, Statements of 
Additional Information, shareholder reports, and proxy materials.  

ARTICLE V.  Fees and Expenses

	5.1.  The Fund and Adviser shall pay no fee or other compensation 
to the Company under this Agreement, except that if the Fund or any 
Portfolio adopts and implements a plan pursuant to Rule 12b-1 to finance 
distribution expenses, then the underwriter may make payments to the 
Company for the Contracts if and in amounts agreed to by the Adviser in 
writing and such payments will be made out of existing fees otherwise 
payable to the Adviser, past profits of the Adviser or other resources 
available to the Adviser, or by the Fund, to the extent permitted.  
Currently, no such payments are contemplated. 

	5.2.  All expenses incident to performance by the Fund under this 
Agreement shall be paid by the Fund.  Except as provided in sections 
3.1, 3.2, 3.3 and 5.3 hereof, the Fund shall bear the expenses for the 
cost of registration and qualification of the Fund's shares, preparation 
and filing of the Fund's prospectus and registration statement, proxy 
materials and reports, setting the prospectus in type, setting in type 
and printing the proxy materials and reports to shareholders (including, 
if so elected, the costs of printing a prospectus that constitutes an 
annual report), the preparation of all statements and notices required 
by any federal or state law, all taxes on the issuance or transfer of 
the Fund's shares.

	5.3.  The printing and distributing of the prospectus for the 
Portfolios (or that portion of a prospectus relating to the Portfolios 
should the Company determine to print a combined prospectus) to existing 
owners of Contracts shall be at the expense of the Fund.

ARTICLE VI.  Diversification
	
	6.1.  Subject to the following sentence, the Fund will at all 
times comply with Section 817(h) of the Code and Treasury Regulation 
1.817-5, relating to the diversification requirements for variable 
annuity, endowment, or life insurance contracts and any amendments or 
other modifications to such Section or Regulations.  In the event of any 
changes to such Section or Regulations relating to the treatment of 
variable contracts, the Company will advise the Fund of such changes. 

ARTICLE VII.  Potential Conflicts

	7.1  The parties to this Agreement acknowledge that the Fund has 
filed an application with the SEC to request an order (the "Exemptive 
Order") granting relief from various provisions of the 1940 Act and the 
rules thereunder to the extent necessary to permit Fund shares to be 
sold to and held by variable annuity and variable life insurance 
separate accounts of both affiliated and unaffiliated Participating 
Insurance Companies and Qualified Plans.  It is anticipated that the 
Exemptive Order, when and if issued, shall require the Fund and each 
Participating Insurance Company to comply with conditions and 
undertakings substantially as provided in this Article VII. If the 
Exemptive Order imposes conditions on the Company materially different 
from those provided for in this Article VII, the conditions and 
undertakings imposed by the Exemptive Order shall govern this Agreement.  
The Fund will not enter into a participation agreement with any other 
Participating Insurance Company unless it imposes the same conditions 
and undertakings as are imposed on the Company hereby.

	7.2  The Company will report any potential or existing conflicts 
promptly to the Board, and in particular whenever contract owner voting 
instructions are disregarded, and recognizes that it shall be 
responsible for assisting the Board in carrying out its responsibilities 
in connection with the Exemptive Order.  The Company agrees to carry out 
such responsibilities with a view to the interests of contract owners.

	7.3.  If it is determined by a majority of the Board, or a 
majority of its disinterested directors that a material irreconcilable 
conflict exists, the Company and other Participating Insurance Companies 
shall, at their expense and to the extent reasonably practicable (as 
determined by a majority of the disinterested trustees), take whatever 
steps are necessary to remedy or eliminate the irreconcilable material 
conflict, including but not limited to: (1) withdrawing the assets 
allocable to some or all of the separate accounts from the Fund or any 
Portfolio and reinvesting such assets in a different investment medium, 
including (but not limited to) another Portfolio of the Fund, or 
submitting the question whether such segregation should be implemented, 
to a vote of all affected Contract owners and, as appropriate, 
segregating the assets of any appropriate group (i.e., annuity contract 
owners, life insurance contract owners, or variable contract owners of 
one or more Participating Insurance Companies) that votes in favor of 
such segregation, or offering to the affected contract owners the option 
of making such a change; and (2) establishing a new registered 
management investment company or managed separate account.

	7.4  If a material irreconcilable conflict arises as a result of a 
decision by the Company to disregard contract owner voting instructions 
and said decision represents a minority position or would preclude a 
majority vote by all contract owners having an interest in the Fund, the 
Company may be required, at the Board's election, to withdraw the 
Account's investment in the Fund.

	7.5  For purposes of this Article VII, a majority of the 
disinterested directors shall determine whether or not any proposed 
action adequately remedies any irreconcilable material conflict, but in 
no event shall the Fund be required to bear the expense of establishing 
a new funding medium for any Contract.  The Company shall not be 
required by this Article VII to establish a new funding medium for any 
Contract if an offer to do so has been declined by vote of a majority of 
the contract owners materially adversely affected by the irreconcilable 
material conflict.  In the event that the Board determines that any 
proposed action does not adequately remedy any irreconcilable material 
conflict, then the Company will withdraw the Account's investment in the 
Fund and terminate this Agreement within six (6) months after the Board 
informs the Company in writing of the foregoing determination, provided, 
however, that such withdrawal and termination shall be limited to the 
extent required by any such material irreconcilable conflict as 
determined by a majority of the disinterested members of the Board.

	7.6.  If and to the extent that Rule 6e-2 and Rule 6e-3(T) are 
amended, or Rule 6e-3 is adopted, to provide exemptive relief from any 
provision of the Act or the rules promulgated thereunder with respect to 
mixed or shared funding (as defined in the Mixed and Shared Funding 
Exemptive Order) on terms and conditions materially different from those 
contained in the Shared Funding Exemptive Order, then (a) the Fund 
and/or the Participating Insurance Companies, as appropriate, shall take 
such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T) as 
amended, and Rule 6e-3, as adopted, to the extent such rules are 
applicable; and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4 and 7.5 of 
this Agreement shall continue in effect only to the extent that terms 
and conditions substantially identical to such Sections are contained in 
such Rule(s) as so amended or adopted. 

ARTICLE VIII.  Indemnification 

	8.1.  Indemnification By The Company
		 8.1(a).  The Company agrees to indemnify and hold harmless 
the Fund and each of its directors and officers and each person, 
if any, who controls the Fund within the meaning of Section 15 of 
the 1933 Act (collectively, the "Indemnified Parties" for purposes 
of this Section 8.1) against any and all losses, claims, damages, 
liabilities (including amounts paid in settlement with the written 
consent of the Company) or litigation (including legal and other 
expenses), to which the Indemnified Parties may become subject 
under any statute, regulation, at common law or otherwise, insofar 
as such losses, claims, damages, liabilities or expenses (or 
actions in respect thereof) or settlements are related to the sale 
or acquisition of the Fund's shares or the Contracts and: 

			(i)	arise out of or are based upon any untrue 
statements or alleged untrue statements of any material fact 
contained in the Registration Statement or prospectus for 
the Contract or contained in the Contracts or sales 
literature for the Contracts (or any amendment or supplement 
to any of the foregoing), or arise out of or are based upon 
the omission or the alleged omission to state therein a 
material fact required to be stated therein or necessary to 
make the statements therein not misleading, provided that 
this agreement to indemnify shall not apply as to any 
Indemnified Party if such statement or omission or such 
alleged statement or omission was made in reliance upon and 
in conformity with information furnished to the Company by 
or on behalf of the Fund for use in the Registration 
Statement or prospectus for the Contracts or in the 
Contracts or sales literature (or any amendment or 
supplement) or otherwise for use in connection with the sale 
of the Contracts or Fund shares; or 

			(ii)	arise out of or as a result of statements or 
representations (other than statements or representations 
contained in the Registration Statement, prospectus or sales 
literature of the Fund not supplied by the Company, or 
persons under its control) or wrongful conduct of the 
Company or persons under its control, with respect to the 
sale or distribution of the Contracts or Fund Shares; or 

			(iii) arise out of any untrue statement or alleged 
untrue statement of a material fact contained in a 
Registration Statement, prospectus, or sales literature of 
the Fund or any amendment thereof or supplement thereto or 
the omission or alleged omission to state therein a material 
fact required to be stated therein or necessary to make the 
statements therein not misleading if such a statement or 
omission was made in reliance upon information furnished to 
the Fund by or on behalf of the Company; or 

			(iv)	arise as a result of any failure by the Company 
to provide the services and furnish the materials under the 
terms of this Agreement; or 

			(v)	arise out of or result from any material breach 
of any representation and/or warranty made by the Company in 
this Agreement or arise out of or result from any other 
material breach of this Agreement by the Company. 

		8.1(b).  The Company shall not be liable under this 
indemnification provision with respect to any losses, claims, 
damages, liabilities or litigation incurred or assessed against an 
Indemnified Party as such may arise from such Indemnified Party's 
willful misfeasance, bad faith, or gross negligence in the 
performance of such Indemnified Party's duties or by reason of 
such Indemnified Party's reckless disregard of obligations or 
duties under this Agreement or to the Fund, whichever is 
applicable.  

		8.1(c).  The Company shall not be liable under this 
indemnification provision with respect to any claim made against 
an Indemnified Party unless such Indemnified Party shall have 
notified the Company in writing within a reasonable time after the 
summons or other first legal process giving information of the 
nature of the claim shall have been served upon such Indemnified 
Party (or after such Indemnified Party shall have received notice 
of such service on any designated agent), but failure to notify 
the Company of any such claim shall not relieve the Company from 
any liability which it may have to the Indemnified Party against 
whom such action is brought otherwise than on account of this 
indemnification provision.  In case any such action is brought 
against the Indemnified Parties, the Company shall be entitled to 
participate, at its own expense, in the defense of such action.  
The Company also shall be entitled to assume the defense thereof, 
with counsel satisfactory to the party named in the action.  After 
notice from the Company to such party of the Company's election to 
assume the defense thereof, the Indemnified Party shall bear the 
fees and expenses of any additional counsel retained by it, and 
the Company will not be liable to such party under this Agreement 
for any legal or other expenses subsequently incurred by such 
party independently in connection with the defense thereof other 
than reasonable costs of investigation.     

		8.1(d).  The indemnification provided by this Section 8.1 
shall survive the termination of this Agreement and shall be in 
addition to any other liability the Company may have.

	8.2.  Indemnification by the Adviser	

	 	 8.2(a).  The Adviser agrees to indemnify and hold harmless 
the Company and each of its directors and officers and each 
person, if any, who controls the Company within the meaning of 
Section 15 of the 1933 Act (collectively, the "Indemnified 
Parties" for purposes of this Section 8.2) against any and all 
losses, claims, damages, liabilities (including amounts paid in 
settlement with the written consent of the Adviser) or litigation 
(including legal and other expenses) to which the Indemnified 
Parties may become subject under any statute, at common law or 
otherwise, insofar as such losses, claims, damages, liabilities or 
expenses (or actions in respect thereof) or settlements: 

		(i)	arise out of or are based upon any untrue statement or 
alleged untrue statement of any material fact contained in 
the Registration Statement or prospectus or sales literature 
of the Fund (or any amendment or supplement to any of the 
foregoing), or arise out of or are based upon the omission 
or the alleged omission to state therein a material fact 
required to be stated therein or necessary to make the 
statements therein not misleading, provided that this 
agreement to indemnify shall not apply as to any Indemnified 
Party if such statement or omission or such alleged 
statement or omission was made in reliance upon and in 
conformity with information furnished to the Adviser or Fund 
by or on behalf of the Company for use in the Registration 
Statement or prospectus for the Fund or in sales literature 
(or any amendment or supplement) or otherwise for use in 
connection with the sale of the Contracts or Fund shares; or 
     
		(ii)	arise out of or as a result of statements or 
representations (other than statements or representations 
contained in the Registration Statement, prospectus or sales 
literature for the Contracts not supplied by the Adviser or 
persons under its control) or wrongful conduct of the Fund 
or Adviser or persons under their control; or 
		(iii) arise out of any untrue statement or alleged untrue 
statement of a material fact contained in a Registration 
Statement, prospectus or sales literature covering the 
Contracts, or any amendment thereof or supplement thereto, 
or the omission or alleged omission to state therein a 
material fact required to be stated therein or necessary to 
make the statement or statements therein not misleading, if 
such statement or omission was made in reliance upon 
information furnished to the Company by or on behalf of the 
Fund; or 

		(iv)  arise as a result of (a) any failure by the Fund to 
provide the services and furnish the material under the 
terms of this Agreement; or (b) a failure to comply with 
Article VI of this Agreement with respect to diversification 
requirements; or (c) failure to qualify as a registered 
investment company under Subchapter M of the Code; or 

		(v)	arise out of or result from any material breach of any 
representation and/or warranty made by the Adviser or the 
Fund in this Agreement or arise out of or result from any 
other material breach of this Agreement by the Adviser or 
the Fund. 

		8.2(b).  The Adviser shall not be liable under this 
indemnification provision with respect to any losses, claims, 
damages, liabilities or litigation to which an Indemnified Party 
would otherwise be subject by reason of such Indemnified Party's 
willful misfeasance, bad faith, or gross negligence in the 
performance of such Indemnified Party's duties or by reason of 
such Indemnified Party's reckless disregard of obligations and 
duties under this Agreement or to the Company or Account, 
whichever, is applicable.   

		8.2(c).  The Adviser shall not be able under this 
indemnification provision with respect to any claim made against 
an Indemnified Party unless such Indemnified Party shall have 
notified the Adviser in writing within a reasonable time after the 
summons or other first legal process giving information of the 
nature of the claim shall have been served upon such Indemnified 
Party (or after such Indemnified Party shall have received notice 
of such service on any designated agent), but failure to notify 
the Adviser of any such claim shall not relieve the Adviser from 
any liability which it may have to the Indemnified Party against 
whom such action is brought otherwise than on account of this 
indemnification provision.  In case any such action is brought 
against the Indemnified Parties, the Adviser will be entitled to 
participate, at its own expense, in the defense thereof.  The 
Adviser also shall be entitled to assume the defense thereof with 
counsel satisfactory to the party named in the action.  After 
notice from the Adviser to such party of the Adviser's election to 
assume the defense thereof, the Indemnified Party shall bear the 
fees and expenses of any additional counsel retained by it, and 
the Adviser will not be liable to such party under this Agreement 
for any legal or other expenses subsequently incurred by such 
party independently in connection with the defense thereof other 
than reasonable costs of investigation.

		8.2(d).  The indemnification provided by this Section 8.2 
shall survive the termination of this Agreement and shall be in 
addition to any other liability the Fund or Adviser may have.

ARTICLE IX.  Applicable Law

	9.1.  This Agreement shall be construed and the provisions hereof 
interpreted under and in accordance with the laws of the State of New 
York.

	9.2.  This Agreement shall be subject to the provisions of the 
1933, 1934 and 1940 acts, and the rules and regulations and rulings 
thereunder, including such exemptions from those statutes, rules and 
regulations as the SEC may grant (including, but not limited to, the 
Shared Funding Exemptive Order) and the terms hereof shall be 
interpreted and construed in accordance therewith. 

ARTICLE X.  Term and Termination

	10.1. The Agreement is effective as of the date hereof and will 
remain in effect until terminated in accordance with the provisions 
herein.

	10.2.  This Agreement shall terminate:
		  (a)  at the option of any party upon 180 days advance 
written notice to the other parties unless otherwise agreed in a 
separate written agreement among the parties; or 
		  (b)  at the option of the Company if shares of the 
Portfolios delineated in Schedule 2 are not reasonably available to meet 
the requirements of the Contracts as determined by the Company; 
provided, however, that such termination shall only apply to the 
Portfolio(s) not reasonably available.  Prompt notice of the election to 
terminate for such cause shall be furnished by the Company; or

		  (c)  at the option of the Fund upon institution of formal 
proceedings against the Company by the NASD, the SEC, the insurance 
commission of any state or any other regulatory body regarding the 
Company's duties under this Agreement or related to the sale of the 
Contracts, the administration of the Contracts, the operation of the 
Account, or the purchase of the Fund shares, the expected or anticipated 
ruling, judgment or outcome of which would, in the Fund's reasonable 
judgment, materially impair the Company's ability to perform its 
obligation and duties hereunder; or 

	 	  (d)  at the option of the Company upon institution of 
formal proceedings against the Fund by the NASD, the SEC, or any state 
securities or insurance department or any other regulatory body, the 
expected or anticipated ruling, judgment or outcome of which would, in 
the Company's reasonable judgment, materially impair the Fund's ability 
to perform its obligation and duties hereunder; or

		 (e)  at the option of the Company or the Fund upon receipt 
of any necessary regulatory approvals and/or the vote of the contract 
owners having an interest in the Account (or any subaccount) to 
substitute the shares of another investment company for the 
corresponding Portfolio shares of the Fund in accordance with the terms 
of the Contracts for which those Portfolio shares had been selected to 
serve as the underlying investment media.  The Company will give 30 
days' prior written notice to the Fund of the date of any proposed vote 
or other action 
taken to replace the Fund's shares; or

		 (f)  at the option of the Company or the Fund upon a 
determination by a majority of the Fund Board, or a majority of the 
disinterested Fund Board members, that an irreconcilable material 
conflict exists among the interests of (i) all contractowners of 
variable insurance products of all separate accounts or (ii) the 
interests of the Participating Insurance Companies investing in the Fund 
as delineated in Article VII of this Agreement; or 

		  (g)  at the option of the Company if the Fund ceases to 
qualify as a Regulated Investment Company under Subchapter M of the 
Code, or under any successor or similar provision, or if the Company 
reasonably believes that the Fund may fail to so qualify; or

		  (h)  at the option of the Company if the Fund fails to 
meet the diversification requirements specified in Article VI hereof; or

		  (i)  at the option of any party to this Agreement, upon 
another party's material breach of any provision of this Agreement; or

		  (j)  at the option of the Company, if the Company 
determines in its sole judgment exercised in good faith, that either the 
Fund or the Adviser has suffered a material adverse change in its 
business, operations or financial condition since the date of this 
Agreement or is the subject of material adverse publicity and such 
material adverse change or material adverse publicity is likely to have 
a material adverse impact upon the business and operations of the 
Company; or

		  (k)  at the option of the Fund or Adviser, if the Fund or 
Adviser respectively, shall determine in its sole judgment exercised in 
good faith, that the Company has suffered a material adverse change in 
its business, operations or financial condition since the date of this 
Agreement or is the subject of material adverse publicity and such 
material adverse change or material adverse publicity is likely to have 
a material adverse impact upon the business and operations of the Fund 
or Adviser; or

		  (l)  at the option of the Fund in the event any of the 
Contracts are not issued or sold in accordance with applicable federal 
and/or state law.  Termination shall be effective immediately upon such 
occurrence without notice, or

		(m)  automatically upon its assignment by any party without 
the other parties' prior written consent; or

		(n) in the event the Fund's shares are not registered, 
issued or sold in accordance with applicable state or federal law, or 
such law precludes the use of such shares for the underlying investment 
medium of variable contracts issued or to be issued by the Company.  
Termination shall be effective immediately upon such occurrence without 
notice.

	10.3.  Notice Requirement

		  (a)  In the event that any termination of this Agreement 
is based upon the provisions of Article VII such prior written notice 
shall be given in advance of the effective date of termination as 
required by such provisions.

		  (b)  In the event that any termination of this Agreement 
is based upon the provisions of Sections 10.2(b)- (d) or 10.2(g) - (i), 
prior written notice of the election to terminate this Agreement for 
cause shall be furnished by the party terminating the Agreement to the 
non-terminating parties, with said termination to be effective upon 
receipt of such notice by the non-terminating parties.

		  (c)  In the event that any termination of this Agreement 
is based upon the provisions of Sections 10.2(j) or 10.2(k), prior 
written notice of the election to terminate this Agreement for cause 
shall be furnished by the party terminating this Agreement to the non-
terminating parties.  Such prior written notice shall be given by the 
party terminating this Agreement to the non-terminating parties at least 
30 days before the effective date of termination.

	10.4.  It is understood and agreed that the right to terminate 
this Agreement pursuant to Section 10.2(a) may be exercised for any 
reason or for no reason.

	10.5.  Effect of Termination

		  (a)  Notwithstanding any termination of this Agreement 
pursuant to Section 10.2 of this Agreement, the Fund may, at its option, 
or in the event of termination of this Agreement by the Fund or the 
Adviser pursuant to Section 10.2(a) of this Agreement, the Company may 
require the Fund and the Adviser to, continue to make available 
additional shares of the Fund for so long after the termination of this 
Agreement as the Fund or the Company, if the Company is so requiring, 
desires pursuant to the terms and conditions of this Agreement as 
provided in paragraph (b) below for all Contracts in effect on the 
effective date of termination of this Agreement (hereinafter referred to 
as "Existing Contracts").  Specifically, without limitation, if the Fund 
so elects to make available additional shares of the Fund or if the 
Company is so requiring, the owners of the Existing Contracts shall be 
permitted to reallocate investments in the Fund, redeem investments in 
the Fund and/or invest in the Fund upon the making of additional 
purchase payments under the Existing Contracts.  The parties agree that 
this Section 10.5 shall not apply to any terminations under Article VII 
and the effect of such Article VII terminations shall be governed by 
Article VII of this Agreement.

		  (b) In the event of a termination of this Agreement 
pursuant to Section 10.2 of this Agreement, the Fund shall promptly 
notify the Company whether the Fund will continue to make available 
shares of the Fund after such termination, except that, with respect to 
a termination by the Fund or the Adviser pursuant to Section 10.2(a) of 
this Agreement, the Company shall promptly notify the Fund whether it 
wishes the Fund to continue to make available additional shares of the 
Fund.  If shares of the Fund continue to be made available after such 
termination, the provisions of this Agreement shall remain in effect 
except for Section 10.2(a) and thereafter the Fund or the Company may 
terminate the Agreement, as so continued pursuant to this Section 10.5 
upon written notice to the other party, such notice to be for a period 
that is reasonable under the circumstances.

		(c)  In determining whether to make available additional 
Fund shares, the Fund shall act in good faith, giving due consideration 
to the interest of the existing shareholders, including holders of the 
existing Contracts.

	[10.6.  Except (a) as necessary to implement contractowner 
initiated or approved transactions, or (b) as required by state 
insurance laws or regulations (a "Legally Required Redemption"), the 
Company shall not redeem Fund shares attributable to the Contracts (as 
opposed to Fund shares attributable to the Company's assets held in the 
Account), and the Company shall not prevent contractowners from 
allocating payments to a Portfolio that was otherwise available under 
the Contracts, until 90 days after the Company shall have notified the 
Fund or Adviser of its intention to do so.  Upon request, the Company 
will promptly furnish to the Fund and Adviser the opinion of counsel for 
the Company (which counsel shall be reasonably satisfactory to the Fund 
and the Adviser) to the effect that a particular redemption is a Legally 
Required Redemption.] 	  

ARTICLE XI.  Notices

	Any notice shall be sufficiently given when sent by registered or 
certified mail to the other party at the address of such party set forth 
below or at such other address as such party may from time to time 
specify in writing to the other party.

		If to the Fund:
		      Smith Barney Concert Series Inc.
		      388 Greenwich Street, 22nd Floor
		      New York, NY 10013
			 Attn:  Christina T. Sydor, Secretary

		If to the Company: 





		If to the Adviser: 
			Travelers Investment Adviser,  Inc.
			388 Greenwich Street, 22nd Floor
 			New York, NY 10013
			Attn:  Christina T. Sydor, General Counsel

ARTICLE XII.  Miscellaneous

	12.1.  All persons dealing with the Fund must look solely to the 
property of the Fund for the enforcement of any claims against the Fund 
as neither the Board, officers, agents or shareholders assume any 
personal liability for obligations entered into on behalf of the Fund. 

	12.2.  Subject to the requirement of legal process and regulatory 
authority, each party hereto shall treat as if confidential the names 
and addresses of the owners of the Contracts and all information 
reasonably identified as confidential in writing by any other party 
hereto and, except as permitted by this Agreement shall not disclose 
disseminate or utilize such names and addresses and other confidential 
information until such time as it may come into the public domain 
without the express written consent of the affected party.

	12.3.  The captions in this Agreement are included for convenience 
of reference only and in no way define or delineate any of the provision 
hereof or otherwise affect their construction or effect.

	12.4.  This Agreement maybe executed simultaneously in two or more 
counterparts, each of which taken together shall constitute one and the 
same instrument. 

	12.5.  If any provision of this Agreement shall be held or made 
invalid by a court decision, statute, rule or otherwise, the remainder 
of the Agreement shall not be affected thereby.

	12.6.  Each party hereto shall cooperate with each other party and 
all appropriate governmental authorities (including without limitation 
the SEC, the NASD and state insurance regulators) and shall permit such 
authorities reasonable access to its books and records in connection 
with any investigation or inquiry relating to this Agreement or the 
transactions contemplated hereby. 

	12.7.  The rights, remedies and obligations contained in this 
Agreement are cumulative and are in addition to any and all rights, 
remedies and obligations, at law or in equity, which the parties hereto 
are entitled to under stat and federal laws.

	IN WITNESS WHEREOF, each of the parties hereto has caused this 
Agreement to be executed in its name and on its behalf by its duly 
authorized representative and its seal to be hereunder affixed hereto as 
of the date specified below.



[NAME OF LIFE INSURANCE
COMPANY]
By its authorized officer

By:________________________
Title:_____________________


Date:______________________


SMITH BARNEY CONCERT
SERIES INC.
By its authorized officer

By:________________________
Title:_____________________

Date:______________________

TRAVELERS INVESTMENT ADVISER, INC.
By its authorized officer

By:________________________

Title:_____________________

Date:______________________




	EXHIBIT B



Vintage High Growth Portfolio
Vintage Growth Portfolio
Vintage Balanced Portfolio
Vintage Conservative Portfolio
Vintage Income Portfolio