EXHIBTI 4(b)

                                  AMENDMENT TO
                          INVESTMENT ADVISORY AGREEMENT

         This AMENDMENT, dated as of October 31, 2003, amends the Investment
Advisory Agreement (as defined below) between Travelers Asset Management
International Company LLC (formerly, Travelers Asset Management International
Corporation) ("TAMIC") and The Travelers Quality Bond Account for Variable
Annuities (the "Account").

                                   WITNESSETH:

         WHEREAS, TAMIC and the Account have previously entered into an
investment advisory agreement with respect to the Account (the "Agreement"),
dated December 30, 1992;

         WHEREAS, TAMIC and the Account desire to amend the Agreement as set
forth herein;

         NOW THEREFORE, in consideration of the foregoing premises, TAMIC and
the Account hereby amend and modify the Agreement:

         1. By adding the following sub-section (f) to Section 2 of the
         Agreement:

         f. vote proxies on securities held by the Account or delegate such
         responsibility to a sub-adviser appointed to provide investment advice
         or other services to the Account. TAMIC represents that it or its
         delegee has adopted and implemented written policies and procedures
         reasonably designed to ensure that it will vote proxies in the best
         interest of the Account and its unit holders, which policies and
         procedures describe how TAMIC or its delegee addresses material
         conflicts of interest between its interests and those of the Account
         with respect to proxy voting. TAMIC shall furnish the Account with such
         information reasonably requested by the Account, in such form as may be
         requested, as is necessary (1) for a summary description of TAMIC's or
         its delegee's proxy voting policies and procedures to be included in
         the registration statement with respect to the Account, and (2) for the
         proxy voting record for the Account to be filed with the SEC in
         accordance with the requirements of Form N-PX (or any successor form).

         IN WITNESS WHEREOF, this Amendment to the Agreement has been executed
by a duly authorized representative of each of the parties hereto as of the date
of the Amendment first set forth above.

                                       Travelers Asset Management International
                                       Company LLC

                                       By: /s/ David A. Tyson
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                                       As:
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                                       The Travelers Quality Bond Account for
                                       Variable Annuities

                                       By: /s/ K. A. McGah
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                                       As: Assistant Secretary
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