AMENDMENT TO

                                                                    Exhibit 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 Growth and Income Stock 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 May 1, 1998;

         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 pursuant to this
         Agreement. 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/ Xxxxx X. Xxxxx
                                           __________________________

                                        As:__________________________


                                        The Travelers Growth and Income Stock
                                        Account for Variable Annuities

                                        By: /s/ X X XxXxx
                                           ___________________________

                                        As: Asst Secy
                                           ___________________________