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Exhibit 4(b)
Limited Guarantee
AMENDMENT NO. 2
TO
LIMITED GUARANTEE AGREEMENT
Amendment to the Limited Guarantee Agreement dated as of June 16, 1995
(the "Agreement") by and between The Travelers Insurance Company ("TIC") and
The Travelers Life and Annuity Company ("TLAC").
WHEREAS, TIC and TLAC entered into the Agreement in order to comply
with Securities and Exchange Commission ("SEC") Form S-2 requirements under the
Securities Act of 1933, which required a guarantee from an SEC registrant,
such as TIC, in order to permit TLAC to register its TTM Modified Guaranteed
Annuity Contracts with the SEC on Form S-2;
WHEREAS, TLAC desires to register additional TTM Modified Guaranteed
Annuity Contracts with the SEC on Form S-2 which must be guaranteed by TIC; and
WHEREAS, TIC desires to guaranty TLAC's additional TTM Modified
Guaranteed Annuity Contracts.
NOW THEREFORE the parties agree as follows:
Effective as of January 21, 1998, the Agreement is hereby being
amended to add a new third sentence to paragraph 1 to read the follows:
Travelers Insurance hereby guarantees up to an additional Two Hundred
Million (200,000,000) Dollars in securities of TLAC, as to principal and
interest only in accordance with the requirements of Form S-2 where those
securities are defined as the TLAC TTM Modified Guaranteed Annuity Contracts
referred to in the Registration Statement on Form S-2 (File No. 333-44579) and
the related Prospectus, (the "Annuity Contracts").
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IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 2
to the Agreement by their respective officials thereunto duly authorized and in
the case of TIC its seal to be affixed.
Acknowledged and Agreed
The Travelers Insurance Company
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Its: President
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Date: January 21, 1998
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The Travelers Life and Annuity Company
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Its: President
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Date: January 21, 1998
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