Common use of Eligible Policies Clause in Contracts

Eligible Policies. All terms and conditions of this Agreement not in conflict with the terms and conditions of this Amendment will continue unchanged. In witness whereof, this Agreement is hereby executed in good faith by both parties in duplicate: MML BAY STATE LIFE INSURANCE COMPANY By: /s/ Xx Xxxxxxxx Witness: /s/ Xxxxxx X. Xxxxx XX Xx Xxxxxxxx Xxxxxx X. Xxxxx, XX Second Vice President & Actuary Second Vice President & Actuary Date: 8/16/02 Date: 8/16/02 C.M. LIFE INSURANCE COMPANY By: /s/ Xx Xxxxxxxx Witness: /s/ Xxxxxx X. Xxxxx XX Xx Xxxxxxxx Xxxxxx X. Xxxxx, XX Second Vice President & Actuary Second Vice President & Actuary Date: 8/16/02 Date: 8/16/02 MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxx Witness: /s/ Xxxxxx X. Xxxxx XX Xxxxx X. Xxxxxx Xxxxxx X. Xxxxx, XX Second Vice President & Actuary Second Vice President & Actuary Date: 8/7/02 Date: 8/7/02 RGA REINSURANCE COMPANY By: /s/ (signature not legible) Witness: /s/ (signature not legible) Title: Sales VP Title: Sales VP Date: 7/26/02 Date: 7/26/02 AMENDMENT to ALL OPEN BLOCK QUOTA SHARE REINSURANCE AGREEMENTS between MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, MML BAY STATE LIFE INSURANCE COMPANY, and C.M. LIFE INSURANCE COMPANY (the “Ceding Company” sometimes known as the “Reinsured”) and RGA REINSURANCE COMPANY (the “Reinsurer”) Effective March 19, 2004, the Ceding Company and the Reinsurer agree to amend the above-referenced Agreement(s) to include the following language: AUTO-BIND LIMIT The Auto Bind Limit will now be . JUMBO LIMIT The Jumbo Limit will now be . Where the Jumbo Limit is defined inforce and applied for, and applications are signed by the policyholder.

Eligible Policies. All terms and conditions of this Agreement not in conflict with the terms and conditions of this Amendment will continue unchanged. [page break] In witness whereof, this Agreement is hereby executed in good faith by both parties in duplicate: MML BAY STATE LIFE INSURANCE COMPANY By: /s/ Xx Xxxxxxxx Witness: /s/ Xxxxxx X. Xxxxx XX Xx Xxxxxxxx Xxxxxx X. Xxxxx, XX Second Vice President & Actuary Second Vice President & Actuary Date: 8/16/02 7/19/02 Date: 8/16/02 7/19/02 C.M. LIFE INSURANCE COMPANY By: /s/ Xx Xxxxxxxx Witness: /s/ Xxxxxx X. Xxxxx XX Xx Xxxxxxxx Xxxxxx X. Xxxxx, XX Second Vice President & Actuary Second Vice President & Actuary Date: 8/16/02 7/19/02 Date: 8/16/02 7/19/02 MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxx Witness: /s/ Xxxxxx X. Xxxxx XX Xxxxx X. Xxxxxx Xxxxxx X. Xxxxx, XX Second Vice President & Actuary Second Vice President & Actuary Date: 8/7/02 7/19/02 Date: 8/7/02 RGA REINSURANCE COMPANY 7/19/02 SWISS RE LIFE & HEALTH AMERICA INC. By: /s/ (signature not legible) Xxxxxxx X. Xxxxxxxxx Witness: /s/ (signature not legible) Title: Sales VP Vice President Title: Sales Second VP Date: 7/26/02 7/15/02 Date: 7/26/02 7/15/02 AMENDMENT to ALL OPEN BLOCK QUOTA SHARE REINSURANCE AGREEMENTS between MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, MML BAY STATE LIFE INSURANCE COMPANY, and C.M. LIFE INSURANCE COMPANY (the “Ceding Company” sometimes known as the “Reinsured”) and RGA REINSURANCE COMPANY SWISS RE LIFE & HEALTH AMERICA INC. (the “Reinsurer”) Effective March 19, 2004, the Ceding Company and the Reinsurer agree to amend the above-referenced Agreement(s) to include the following language: AUTO-BIND LIMIT The Auto Bind Limit will now be . JUMBO LIMIT The Jumbo Limit will now be . Where the Jumbo Limit is defined inforce and applied for, and applications are signed by the policyholder$50,000,000.

Eligible Policies. All terms and conditions of this Agreement not in conflict with the terms and conditions of this Amendment will continue unchanged. In witness whereof, this Agreement is hereby executed in good faith by both parties in duplicate: MML BAY STATE LIFE INSURANCE COMPANY By: /s/ Xx Xxxxxxxx Witness: /s/ Xxxxxx X. Xxxxx XX Xx Xxxxxxxx Xxxxxx X. Xxxxx, XX Second Vice President & Actuary Second Vice President & Actuary Date: 8/16/02 7/2/02 Date: 8/16/02 7/2/02 C.M. LIFE INSURANCE COMPANY By: /s/ Xx Xxxxxxxx Witness: /s/ Xxxxxx X. Xxxxx XX Xx Xxxxxxxx Xxxxxx X. Xxxxx, XX Second Vice President & Actuary Second Vice President & Actuary Date: 8/16/02 7/2/02 Date: 8/16/02 7/2/02 MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxx Witness: /s/ Xxxxxx X. Xxxxx XX Xxxxx X. Xxxxxx Xxxxxx X. Xxxxx, XX Second Vice President & Actuary Second Vice President & Actuary Date: 8/7/02 7/15/02 Date: 8/7/02 RGA REINSURANCE 7/15/02 BUSINESS MEN’S ASSURANCE COMPANY OF AMERICA By: /s/ (signature Signature not legible) Witness: /s/ (signature Signature not legible) Title: Sales VP Vice President - Admin Title: Sales VP Vice President – Reins Actuary Date: 7/26/02 6/21/02 Date: 7/26/02 AMENDMENT to ALL OPEN BLOCK QUOTA SHARE REINSURANCE AGREEMENTS between MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, MML BAY STATE LIFE INSURANCE COMPANY, and C.M. LIFE INSURANCE COMPANY 6/21/02 NOVATION AGREEMENT This Novation Agreement (the “Ceding Agreement”), dated October 9, 2003 and effective as of the Effective Time (as define below), is entered into by and amount Business Men’s Assurance Company of America, an insurance company organized under the laws of Missouri (“BMA”), Generali USA Life Reassurance Company” sometimes known as , an insurance company organized under the “Reinsured”) and RGA REINSURANCE COMPANY laws of Michigan (the “ReinsurerAssignee”) Effective March 19, 2004), the Ceding Massachusetts Mutual Life Insurance Company and (the Reinsurer agree to amend the above-referenced Agreement(s) to include the following language: AUTO-BIND LIMIT The Auto Bind Limit will now be . JUMBO LIMIT The Jumbo Limit will now be . Where the Jumbo Limit is defined inforce and applied for, and applications are signed by the policyholder“Consenter”).

Eligible Policies. All terms and conditions of this Agreement not in conflict with the terms and conditions of this Amendment will continue unchanged. In witness whereof, this Agreement is hereby executed in good faith by both parties in duplicate: MML BAY STATE LIFE INSURANCE COMPANY By: /s/ Xx Xxxxxxxx Witness: /s/ Xxxxxx X. Xxxxx XX Xx Xxxxxxxx Xxxxxx X. Xxxxx, XX Second Vice President & Actuary Second Vice President & Actuary Date: 8/16/02 Date: 8/16/02 C.M. LIFE INSURANCE COMPANY By: /s/ Xx Xxxxxxxx Witness: /s/ Xxxxxx X. Xxxxx XX Xx Xxxxxxxx Xxxxxx X. Xxxxx, XX Second Vice President & Actuary Second Vice President & Actuary Date: 8/16/02 Date: 8/16/02 MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxx Witness: /s/ Xxxxxx X. Xxxxx XX Xxxxx X. Xxxxxx Xxxxxx X. Xxxxx, XX Second Vice President & Actuary Second Vice President & Actuary Date: 8/7/02 8/15/02 Date: 8/7/02 RGA REINSURANCE 8/15/02 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA By: /s/ (signature not legible) Witness: /s/ (signature not legible) Title: Sales Sr VP Title: Sales VP Date: 7/26/02 8/5/02 Date: 7/26/02 8/9/02 AMENDMENT to ALL OPEN BLOCK QUOTA SHARE REINSURANCE AGREEMENTS the AUTOMATIC YRT AGREEMENT between MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, MML BAY STATE LIFE INSURANCE COMPANY, C.M. LIFE INSURANCE COMPANY, and C.M. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY (hereinafter called the “Ceding Company” sometimes known as the “Reinsured”) and RGA REINSURANCE COMPANY Formerly: Allianz Life Insurance Company of North America (hereinafter called the “Reinsurer”) Effective date: May 1, 2001 Coverages: Variable Universal Life II and Strategic Life 14 Effective March 19, 2004, the Amendment effective date, the Ceding Company and the Reinsurer agree to amend the applicable section of Schedule B: Reinsurance Limits of the above-referenced Agreement(s) Agreement to include the following language: AUTO-BIND LIMIT The Auto Bind Limit will now be Jumbo Limit: . JUMBO LIMIT The Jumbo Limit will now be . Where All other terms and conditions of this Agreement not in conflict with the Jumbo Limit is defined inforce terms and applied for, and applications are signed by the policyholderconditions of this Amendment shall continue unchanged.

Eligible Policies. All terms and conditions of this Agreement not in conflict with the terms and conditions of this Amendment will continue unchanged. In witness whereof, this Agreement is hereby executed in good faith by both parties in duplicate: MML BAY STATE LIFE INSURANCE COMPANY By: /s/ Xx Xxxxxxxx Witness: /s/ Xxxxxx X. Xxxxx XX Xx Xxxxxxxx Xxxxxx X. Xxxxx, XX Second Vice President & Actuary Second Vice President & Actuary Date: 8/16/02 7/11/02 Date: 8/16/02 7/11/02 C.M. LIFE INSURANCE COMPANY By: /s/ Xx Xxxxxxxx Witness: /s/ Xxxxxx X. Xxxxx XX Xx Xxxxxxxx Xxxxxx X. Xxxxx, XX Second Vice President & Actuary Second Vice President & Actuary Date: 8/16/02 7/11/02 Date: 8/16/02 7/11/02 MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxx Witness: /s/ Xxxxxx X. Xxxxx XX Xxxxx X. Xxxxxx Xxxxxx X. Xxxxx, XX Second Vice President & Actuary Second Vice President & Actuary Date: 8/7/02 7/15/02 Date: 8/7/02 RGA REINSURANCE 7/15/02 SECURITY LIFE OF DENVER INSURANCE COMPANY By: /s/ (signature not legible) legible Witness: /s/ (signature not legible) legible Title: Sales VP Executive Director & Senior Actuary Title: Sales VP of Business Operations Date: 7/26/02 6/25/02 Date: 7/26/02 6/28/02 [ING Re logo appears here] UNITED STATES OF AMERICA Xxxxxx X. Xxxxxxxx Head of Contracts & Chief Compliance Officer November 20, 2003 Xx. Xxxxx Xxxxxx, EA, FSA, MAAA Second Vice President & Actuary Massachusetts Mutual Life Insurance Company 0000 Xxxxx Xxxxxx Xxxxxxxxxxx, XX 00000-000 Re: Compliance with Applicable Law and Regulations Dear Xx. Xxxxxx: As you are aware, there are a number of laws and regulations applicable to the business you issue and we reinsure. For example, the U.S. Treasury Department's Office of Foreign Assets Control (“OF AC”) administers and enforces economic sanctions against countries, entities and groups of individuals, such as terrorists and narcotics traffickers that may threaten the security of our country. These sanctions allow for the blocking of assets and install trade restrictions .to accomplish foreign policy and national security goals. Additionally, U.S. persons, including institutions, are restricted from transacting business and distributing assets to individuals and companies reflected on a list as published periodically by OF AC. Collectively, such individuals and companies are called “Specially Designated Nationals and Blocked Persons” or “SDNs.” Any property in which an SDN has an interest (such as a life insurance policy) shall be blocked. Our reinsurance agreements are affected as OFAC takes the position that (a) reinsurance of a risk that cannot be insured under OF AC regulations is also a violation of OF AC regulations, since it represents “indirect” participation in a transaction that is prohibited; and (b) reinsurance treaties should exclude such a risk. In addition, a reinsurer is directly prohibited from participating in a transaction that would, on its own, violate any OFAC regulations. 000 Xxxxxxxx Xxxxx Xxxxxxx. Xx. Xxxxx, Indiana 46814 Telephone 000.000.0000 — Cell 260 .438.4582 Fax 000.000.0000 — E-mail xxxxxx.xxxxxxxx@xxx-xx.xxx Security Life of Denver Insurance Company [page break] While we have installed processes designed to comply with US. laws and regulations, we rely on your company to comply with OF AC sanctions laws and serve as the first line defense against OFAC violations. In view of OFAC's position, we believe we are not permitted to do business with any companies on the SDN list or with ties to prohibited countries, nor are we permitted to reinsure a risk on the SDN list or with ties to a prohibited country or provide payment of a death benefit that would provide a monetary benefit to a SDN or a prohibited country, including its citizens. We also believe that ceding companies insuring non-US. lives present a slightly higher risk since the non-US. lives may be more prone to appear on the SDN list or be associated with a prohibited country. If our reinsurance agreements with you include coverage for non-US. lives, we have the following expectations to assist with our compliance with U.S. law: • A policy shall not be reinsured if its issuance, maintenance or performance would be in violation of any sanctions laws administered by OF AC, as such laws may be amended from time to time. • The ceding company shall have reasonable procedures in place such that it shall not knowingly accept money or issue insurance for illegal tax avoidance. • A reinsured death claim shall not be payable if such a payment would cause us to be in violation of any laws, regulations, judicial and administrative orders including but not limited to OF AC regulations. We suggest you file a copy of this letter with each of your reinsurance agreements with us. Future agreements will include specific language to assure we are making best efforts to be in compliance with applicable laws and regulations. If you have questions with respect to OF AC or other related matters, please do not hesitate to contact Xxxx Xxxxxxxxxxxx at (000) 000-0000. Sincerely, /s/ X X Xxxxxxxx Xxxxxx X. Xxxxxxxx Head of Contracts & Chief Compliance Officer 000 Xxxxxxxx Xxxxx Xxxxxxx. Xx. Xxxxx, Indiana 46814 Telephone 000.000.0000 — Cell 000.000.0000 Fax 000.000.0000 — E-mail xxxxxx.xxxxxxxx@xxx-xx.xxx Security Life of Denver Insurance Company AMENDMENT to ALL OPEN BLOCK QUOTA SHARE REINSURANCE AGREEMENTS between MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, MML BAY STATE LIFE INSURANCE COMPANY, and C.M. LIFE INSURANCE COMPANY (the “Ceding Company” sometimes known as the “Reinsured”) and RGA REINSURANCE SECURITY LIFE OF DENVER INSURANCE COMPANY (the “Reinsurer”) Effective March 19, 2004, the Ceding Company and the Reinsurer agree to amend the above-referenced attached list of Agreement(s) to include the following language: AUTO-BIND LIMIT The Auto Bind Limit will now be . JUMBO LIMIT The Jumbo Limit will now be . Where the Jumbo Limit is defined inforce and applied for, and applications are signed by the policyholder.as follows:

Eligible Policies. All terms and conditions of this Agreement not in conflict with the terms and conditions of this Amendment will continue unchanged. In witness whereof, this Agreement is hereby executed in good faith by both parties in duplicate: MML BAY STATE LIFE INSURANCE COMPANY By: /s/ Xx Xxxxxxxx Witness: /s/ Xxxxxx X. Xxxxx XX Xx Xxxxxxxx Xxxxxx X. Xxxxx, XX Second Vice President & Actuary Second Vice President & Actuary Date: 8/16/02 7/2/02 Date: 8/16/02 7/2/02 C.M. LIFE INSURANCE COMPANY By: /s/ Xx Xxxxxxxx Witness: /s/ Xxxxxx X. Xxxxx XX Xx Xxxxxxxx Xxxxxx X. Xxxxx, XX Second Vice President & Actuary Second Vice President & Actuary Date: 8/16/02 7/2/02 Date: 8/16/02 7/2/02 MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxx Witness: /s/ Xxxxxx X. Xxxxx XX Xxxxx X. Xxxxxx Xxxxxx X. Xxxxx, XX Second Vice President & Actuary Second Vice President & Actuary Date: 8/7/02 7/15/02 Date: 8/7/02 RGA REINSURANCE 7/15/02 MUNICH AMERICAN REASSURANCE COMPANY By: /s/ (signature not legible) Witness: /s/ (signature not legible) Title: Sales VP Second Vice President Title: Sales VP Associate Actuary Date: 7/26/02 6/21/02 Date: 7/26/02 6/21/02 AMENDMENT to ALL OPEN BLOCK QUOTA SHARE REINSURANCE AGREEMENTS between MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, MML BAY STATE LIFE INSURANCE COMPANY, and C.M. LIFE INSURANCE COMPANY (the “Ceding Company” sometimes known as the “Reinsured”) and RGA REINSURANCE MUNICH AMERICAN REASSURANCE COMPANY (the “Reinsurer”) Effective March 19, 2004, the Ceding Company and the Reinsurer agree to amend the above-referenced Agreement(s) to include the following language: AUTO-BIND LIMIT The Auto Bind Limit will now be . JUMBO LIMIT The Jumbo Limit will now be . Where the Jumbo Limit is defined inforce and applied for, and applications are signed by the policyholder.