WITNESSETH:

               FORM OF AMENDMENT TO INVESTMENT ADVISORY AGREEMENT


         AMENDMENT made as of September 1, 2004 to the Investment Advisory
Agreement made as of the 20th day of March 1998, as amended (the "Agreement")
between Travelers Asset Management International Company LLC ("TAMIC")
(successor to Travelers Asset Management International Corporation) and The
Travelers Series Trust (the "Trust").


                                   WITNESSETH:

         WHEREAS, TAMIC and the Trust have entered into the Agreement with
respect to the Xxxxxxx Xxxxx Large Cap Core Portfolio of the Trust;

         WHEREAS, TAMIC and the Trust desire to amend the Agreement to change
the investment advisory fee;

         NOW THEREFORE, in consideration of the mutual promises set forth below,
TAMIC and the Trust hereby agree to amend paragraph 5 of the Advisory Agreement
to read as follows:

5.       COMPENSATION

                  In consideration of the services rendered pursuant to this
         Agreement, the Trust will pay TAMIC an amount equivalent on an annual
         basis to the following:

             ANNUAL                                   AGGREGATE NET ASSET
         MANAGEMENT FEE                               VALUE OF THE PORTFOLIO
             0.775%           of the first            $250,000,000
             0.750%           of the next             $250,000,000
             0.725%           of the next             $500,000,000
             0.700%           of the next             $1,000,000,000
             0.650%           of amounts over         $2,000,000,000



                  The parties understand that the fee will be calculated daily
         and paid monthly. The fee for the period from the Effective Date
         (defined below) of the Agreement to the end of the month during which
         the Effective Date occurs shall be prorated according to the proportion
         that such period bears to the full monthly period. Upon any termination
         of this Agreement before the end of a month, the fee for such part of
         that month shall be prorated according to the proportion that such
         period bears to the full monthly period and shall be payable upon the
         date of termination of this Agreement. For the purpose of determining
         fees payable to TAMIC, the value of the Portfolio's net assets shall be
         computed at the times and in the manner specified in the then current
         Prospectus and/or the SAI.






         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:



                                      The Travelers Series Trust


                                      By________________________