AMENDMENT to the AUTOMATIC YRT AGREEMENT (“VUL QUOTA SHARE AGREEMENT”) Dated: September 1, 1998 between MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, and (the “Ceding Company” sometimes referred to as the “Reinsured”) and RGA REINSURANCE COMPANY (the...

Exhibit 26 (g) v. a. 1.

AMENDMENT

to the

AUTOMATIC YRT AGREEMENT

(“VUL QUOTA SHARE AGREEMENT”)

Dated: September 1, 1998

between

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,

MML BAY STATE LIFE INSURANCE COMPANY,

and

C.M. LIFE INSURANCE COMPANY

(the “Ceding Company” sometimes referred to as the “Reinsured”)

and

RGA REINSURANCE COMPANY

(the “Reinsurer”)

The Agreement is amended as follows effective September 1, 1998:

Article I, Paragraph D is deleted in its entirety and replaced with:

“The risk shall not have been submitted on a facultative basis to the Reinsurer or any other reinsurer within the last         .”

All other terms and conditions of the Agreement not in conflict with the terms and conditions of this Amendment remain unchanged.

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         Facultative Submission Amendment

IN WITNESS WHEREOF, the parties hereby execute this Amendment in good faith:

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By:		/s/ Xxxxx X. Xxxxxx				Witness:		/s/ Xxxxxx X. Xxxxxxxxx
		Xxxxx X. Xxxxxx, FSA, MAAA						Xxxxxx X. Xxxxxxxxx, XX, CLU, ChFC
		Second Vice President & Actuary						Director of Reinsurance
Date:		8/17/01				Date:		8/17/01

MML BAY STATE LIFE INSURANCE COMPANY

By:		/s/ Xx Xxxxxxxx				Witness:		/s/ Xxxxxx X. Xxxxxxxxx
		Xx Xxxxxxxx						Xxxxxx X. Xxxxxxxxx, XX, CLU, ChFC
		Second Vice President & Actuary						Director of Reinsurance
Date:		8/17/01				Date:		8/17/01
C.M. LIFE INSURANCE COMPANY
By:		/s/ Xx Xxxxxxxx				Witness:		/s/ Xxxxxx X. Xxxxxxxxx
		Xx Xxxxxxxx						Xxxxxx X. Xxxxxxxxx, XX, CLU, ChFC
		Second Vice President & Actuary						Director of Reinsurance
Date:		8/17/01				Date:		8/17/01
RGA REINSURANCE COMPANY
By:		/s/ Xxxxxxx Xxxxxxx				Witness:		/s/ Xxxxx Xxxxxxx
Title:		Sales VP				Title:		VP and Actuary
Date:		8/1/01				Date:		8/1/01

AMENDMENT to

All YRT Quota Share Treaties

Except

Reinsurance Agreement dated 9/14/81

(Old          [1-1-84] –        )

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”)

As of effective date of the Agreement, the Ceding Company and the Reinsurer agree to amend the above-referenced Agreements as follows:

The term          shall be defined as 1) the          under this Agreement into a          or 2) the         .

         shall continue to be reinsured          under this Agreement          which shall not be reinsured under this Agreement.

         shall continue to be reinsured          under this Agreement          which shall not be reinsured under this Agreement provided, however, that in regard to          not be reinsured under this Agreement.

The term          shall be defined as: 1) the          under this Agreement         , or 2) the          under this Agreement         .

         shall not be reinsured under this Agreement.

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IN WITNESS WHEREOF, the parties hereto execute this Amendment in good faith:

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By:		/s/ Xxxxx X. Xxxxxx				Witness:		/s/ Xxxxxx X. Xxxxx XX
		Xxxxx X. Xxxxxx, FSA, MAAA						Xxxxxx X. Xxxxx, XX
		Second Vice President & Actuary						Second Vice President & Actuary
Date:		1/3/02				Date:		1/3/02

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:		1/3/02				Date:		1/3/02
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:		1/3/02				Date:		1/3/02
RGA REINSURANCE COMPANY
By:		/s/ X. Xxxxxxx				Witness:		/s/ Xxxxx Xxxxxx
Title:		Sales VP				Title:		Sales VP
Date:		12/28/01				Date:		12/28/01

AMENDMENT

to all

Reinsurance Agreements

between

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,

MML BAY STATE LIFE INSURANCE COMPANY, or

CM LIFE INSURANCE COMPANY

hereinafter referred to as the Reinsured(s)

and

RGA REINSURANCE COMPANY

hereinafter referred to as the Reinsurer

The Reinsureds and the Reinsurer, as parties to the above referenced reinsurance agreements, hereby agree to amend them as of January 1, 1999 as follows:

If a new Reinsured issues a policy that is considered to be a continuation of the original insurance          from a policy originally issued by another of the above three Reinsureds under the terms of a reinsurance agreement with the Reinsurer, then the new Reinsured will also be considered to be a party to that reinsurance agreement for purposes of the continuation of the original insurance clause.

All terms and conditions of these Reinsurance Agreements not in conflict with the terms and conditions of this Amendment will continue unchanged.

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IN WITNESS WHEREOF, the Reinsured and Reinsurer have caused their names to be subscribed and duly attested hereunder by their respective Authorized Officers.

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By:		/s/ Xxxxx X. Xxxxxx				Attest:		/s/ Xxxxxx X. Xxxxxxxxx
		Xxxxx X. Xxxxxx						Xxxxxx X. Xxxxxxxxx
		Second Vice President and Actuary						Director of Reinsurance
Date:		4/10/00				Date:		4/10/00
MML BAY STATE LIFE INSURANCE COMPANY
By:		/s/ Xxxx Xxxxxx Jr				Attest:		/s/ Xx Xxxxxxxx
		Xxxx Xxxxxx Jr						Xx Xxxxxxxx
		Vice President						Assistant Vice President and Actuary
Date:		4/14/00				Date:		4/14/00
CM LIFE INSURANCE COMPANY
By:		/s/ Xxxx Xxxxxx Jr				Attest:		/s/ Xx Xxxxxxxx
		Xxxx Xxxxxx Jr						Xx Xxxxxxxx
		Vice President						Assistant Vice President and Actuary
Date:		4/14/00				Date:		4/14/00
RGA REINSURANCE COMPANY
By:		/s/ Xxxxxx Xxxx				Attest:		/s/ Xxxx X. Xxxxxxxx
Title:		Sales VP				Title:		Executive VP
Date:		4/4/00				Date:		4/4/00

AMENDMENT to

VUL Quota Share (9/1/98)		Effective: January 1, 1999		LCR:
Enterprise Plus UL Quota Share (9/16/96)		Effective: January 1, 1999		LCR:
Variable Life Select Inforce		Effective: October 1, 1999		LCR:
Whole Life 2000		Effective: October 1, 1999		LCR:

Reinsurance Agreements

between

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,

MML BAY STATE LIFE INSURANCE COMPANY, or

CM LIFE INSURANCE COMPANY

hereinafter referred to as the Reinsured(s)

and

RGA REINSURANCE COMPANY

hereinafter referred to as the Reinsurer

The Reinsureds and the Reinsurer, as parties to the above referenced reinsurance agreements, hereby agree to amend them as of the date shown above with reference to payment of claims by superceding anything in the treaties that is in conflict with the following:

The          for these treaties are shown above.         .

The Reinsured will consult with the          before         , shall be binding on the          Reinsurers. Such          by either the          or other         .

If a claim         , the Reinsured will         

        . The Reinsurer may decline to be a party to the contest, compromise, or litigation involved on a claim, in which case it shall pay the full amount of its share of the claim to the Reinsured. In such case, the Reinsurer shall not share in any expense involved in such contest, compromise, or litigation, or in any reduction in claim resulting therefrom.

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All terms and conditions of these Reinsurance Agreements not in conflict with the terms and conditions of this Amendment will continue unchanged.

IN WITNESS WHEREOF, the Reinsured and Reinsurer have caused their names to be subscribed and duly attested hereunder by their respective Authorized Officers.

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By:		/s/ Xxxxx X. Xxxxxx				Attest:		/s/ Xxxxxx X. Xxxxxxxxx
		Xxxxx X. Xxxxxx						Xxxxxx X. Xxxxxxxxx
		Second Vice President and Actuary						Director of Reinsurance
Date:		3/27/00				Date:		3/27/00
MML BAY STATE LIFE INSURANCE COMPANY
By:		/s/ Yek Xxxx Xxxxx FSA MAAA				Attest:		/s/ Xx Xxxxxxxx
		Yek Xxxx X. Xxxxx						Xx Xxxxxxxx
		Vice President						Assistant Vice President and Actuary
Date:		3/28/00				Date:		3/28/00
CM LIFE INSURANCE COMPANY
By:		/s/ Yek Xxxx Xxxxx FSA MAAA				Attest:		/s/ Xx Xxxxxxxx
		Yek Xxxx X. Xxxxx						Xx Xxxxxxxx
		Vice President						Assistant Vice President and Actuary
Date:		3/28/00				Date:		3/28/00
RGA REINSURANCE COMPANY
By:		/s/ X. Xxxxxxx				Attest:		/s/ Xxxxxx Xxxx
Title:		Sales VP				Title:		Sales VP
Date:		3/21/00				Date:		3/21/00

AMENDMENT

to all

Reinsurance Agreements

between

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

Of Springfield, Massachusetts,

MML BAY STATE LIFE INSURANCE COMPANY

Of Hartford, Connecticut,

CM LIFE INSURANCE COMPANY

Of Hartford, Connecticut

(the Reinsureds)

and

RGA REINSURANCE COMPANY

of

Chesterfield, Ohio

(the Reinsurer)

Effective September 1, 1999, the corporate retention of the Reinsureds will be revised per the attached retention schedule.

All terms and conditions of these Agreements not in conflict with the terms and conditions of this Amendment will continue unchanged.

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IN WITNESS WHEREOF, this Amendment is hereby executed in good faith by both parties in duplicate:

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By:		/s/ Xxxxx X. Xxxxxx				Attest:		/s/ Xxxxxx X. Xxxxxxxxx
		Xxxxx X. Xxxxxx						Xxxxxx X. Xxxxxxxxx
		Second Vice President and Actuary						Director of Reinsurance
Date:		4/10/00				Date:		4/10/00
MML BAY STATE LIFE INSURANCE COMPANY
By:		/s/ Xxxx Xxxxxx Jr				Attest:		/s/ Xx Xxxxxxxx
		Xxxx Xxxxxx Jr						Xx Xxxxxxxx
		Vice President						Assistant Vice President and Actuary
Date:		4/14/00				Date:		4/14/00
CM LIFE INSURANCE COMPANY
By:		/s/ Xxxx Xxxxxx Jr				Attest:		/s/ Xx Xxxxxxxx
		Xxxx Xxxxxx Jr						Xx Xxxxxxxx
		Vice President						Assistant Vice President and Actuary
Date:		4/14/00				Date:		4/14/00
RGA REINSURANCE COMPANY
By:		/s/ Xxxxxx Xxxx				Attest:		/s/ Xxxx X. Xxxxxxxx
Title:		Sales VP				Title:		Executive VP
Date:		4/4/00				Date:		4/4/00

[page break]

RETENTION LIMITS

[table deleted]

AMENDMENT to

Agreements that initially referenced          in Article I

between

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,

MML BAY STATE LIFE INSURANCE COMPANY, and

C.M. LIFE INSURANCE COMPANY

(the “Ceding Company” sometimes referred to as the “Reinsured”)

and

RGA REINSURANCE COMPANY

(the “Reinsurer”)

Effective June 15, 2001.

The Agreement is amended as follows:

For business issued before June 15, 2001, the Reinsurer shall          and issued under the Ceding Company’s normal underwriting guidelines.

For business issued on or after June 15, 2001, the Reinsurer shall reinsure risks issued under the Ceding Company’s normal underwriting guidelines,         .

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         Amendment        

All terms and conditions of these Agreements not in conflict with the terms and conditions of this Amendment will continue unchanged.

IN WITNESS WHEREOF, the parties hereto execute this Amendment in good faith:

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By:		/s/ Xxxxx X. Xxxxxx				Witness:		/s/ Xxxxxx X. Xxxxxxxxx
		Xxxxx X. Xxxxxx						Xxxxxx X. Xxxxxxxxx XX, CLU, ChFC
		Second Vice President and Actuary						Director of Reinsurance
Date:		6/7/01				Date:		6/7/01

MML BAY STATE LIFE INSURANCE COMPANY

By:		/s/ Xx Xxxxxxxx				Witness:		/s/ Xxxxxx X. Xxxxxxxxx
		Xx Xxxxxxxx						Xxxxxx X. Xxxxxxxxx XX, CLU, ChFC
		Second Vice President and Actuary						Director of Reinsurance
Date:		6/27/01				Date:		6/27/01

C.M. LIFE INSURANCE COMPANY

By:		/s/ Xx Xxxxxxxx				Witness:		/s/ Xxxxxx X. Xxxxxxxxx
		Xx Xxxxxxxx						Xxxxxx X. Xxxxxxxxx XX, CLU, ChFC
		Second Vice President and Actuary						Director of Reinsurance
Date:		6/27/01				Date:		6/27/01

RGA REINSURANCE COMPANY

By:		/s/ X. Xxxxxxx				Witness:		/s/ Xxxxx Xxxxxx
Title:		Sales VP				Title:		Sales VP
Date:		5/10/01				Date:		5/10/01

MML BAY STATE LIFE INSURANCE COMPANY and C.M. LIFE INSURANCE COMPANY

By:		/s/ Xxxxx X. Xxxxxx				Witness:		/s/ Xxxxxx X. Xxxxxxxxx
		Xxxxx X. Xxxxxx						Xxxxxx X. Xxxxxxxxx XX, CLU, ChFC
		Second Vice President and Actuary						Director of Reinsurance
Date:		6/27/01				Date:		6/27/01

[page break]

Agreements with no prior              Amendment

RGA REINSURANCE COMPANY

Automatic YRT Agreement (Whole Life/HECV) – Effective 1/1/00

Automatic YRT Agreement (Variable Universal Life) – Effective 9/1/98

Automatic YRT Agreement (Blue Chip Enterprise Plus) – Effective 9/16/96

Automatic YRT Agreement (Term 10/Enhanced Term 10) – Effective 3/29/93

Automatic YRT Agreement (APT80) – Effective 3/29/93

2148-00-03

		Co. #018 Mass. Mutual life
		0114·00·21
		0118·00·05
		0121·00·08
		0122·00·09
		Co. #066 CM Life
		0138·00-04
		1619·00·05
		2148·00·03
August 3, 2000
		Co. #055 Mass. Mutual Life
		0304·00·29
		0307·00-17
Xxxxxxxx Xxxx		0308·00·17
RGA Reinsurance Company		1280-00-10
0000 Xxxxxxxxxx Xxxxx Xxxxxxx		0000-00-00
Xxxxxxxxxxxx, XX 00000-0000		2192·00·07
		2442-00·06
		3042.00-06
		3207·00-05
		3806·00·03
Dear Xx. Xxxx:		3807·00-06

A copy of the following items are enclosed:

1 MassMutual Life Insurance Company -Life Retention/Capacity Limits (Effective September 1, 1999).

2 Underwriting Requirements Guide for MassMutual Life Products (U98a 1099).

Please acknowledge receipt by signing the attached duplicate copy of this letter and return to me at your earliest convenience.

Sincerely yours,

/s/ Xxxxxx X. Xxxxxxxxx

Xxxxxx X. Xxxxxxxxx, XX, CLU, ChFC

Director of Reinsurance

GRZ/pjc

Receipt Acknowledged: _/s/ X. Xxxxxxx              Date:          10/30/00                     

[page break]

MassMutual Life Insurance Company – Life Retention/Capacity Limits

(Effective September 1, 1999)

[table deleted]

[page break]

Underwriting Requirements Guide for MassMutual Life Products

[table deleted]

[page break]

AMENDMENT to

Automatic Quota Share Agreements (excludes ARC and Auto Excess) Commencing 1982 and Later

between

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,

MML BAY STATE LIFE INSURANCE COMPANY, and

C.M. LIFE INSURANCE COMPANY

(the “Ceding Company” sometimes referred to as the “Reinsured”)

and

RGA REINSURANCE COMPANY

(the “Reinsurer”)

Effective June 15, 2001.

The Agreement is amended as follows:

The Reinsurer shall reinsure covered risks that have a net amount at risk         .

Risks that have been         , will remain         .

[page break]

NAR Amendment

All terms and conditions of these Agreements not in conflict with the terms and conditions of this Amendment will continue unchanged.

IN WITNESS WHEREOF, the parties hereto execute this Amendment in good faith:

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By:		/s/ Xxxxx X. Xxxxxx				Witness:		/s/ Xxxxxx X. Xxxxxxxxx
		Xxxxx X. Xxxxxx						Xxxxxx X. Xxxxxxxxx XX, CLU, ChFC
		Second Vice President and Actuary						Director of Reinsurance
Date:		6/21/01				Date:		6/21/01

MML BAY STATE LIFE INSURANCE COMPANY

By:		/s/ Xx Xxxxxxxx				Witness:		/s/ Xxxxxx X. Xxxxxxxxx
		Xx Xxxxxxxx						Xxxxxx X. Xxxxxxxxx XX, CLU, ChFC
		Second Vice President and Actuary						Director of Reinsurance
Date:		6/21/01				Date:		6/21/01

C.M. LIFE INSURANCE COMPANY

By:		/s/ Xx Xxxxxxxx				Witness:		/s/ Xxxxxx X. Xxxxxxxxx
		Xx Xxxxxxxx						Xxxxxx X. Xxxxxxxxx XX, CLU, ChFC
		Second Vice President and Actuary						Director of Reinsurance
Date:		6/21/01				Date:		6/21/01

RGA REINSURANCE COMPANY

By:		/s/ X. Xxxxxxx				Witness:		/s/ Xxxxx Xxxxxx
Title:		Sales VP				Title:		Sales VP
Date:		5/10/01				Date:		5/10/01

MML BAY STATE LIFE INSURANCE COMPANY and C.M. LIFE INSURANCE COMPANY

By:		/s/ Xxxxx X. Xxxxxx				Witness:		/s/ Xxxxxx X. Xxxxxxxxx
		Xxxxx X. Xxxxxx						Xxxxxx X. Xxxxxxxxx XX, CLU, ChFC
		Second Vice President and Actuary						Director of Reinsurance
Date:		6/27/01				Date:		6/27/01

[page break]

IMPACTED TREATIES

RGA REINSURANCE COMPANY

Automatic YRT Agreement (APT) – Effective 9/1/86

Automatic YRT Agreement (APT80 - Pool) – Effective 3/29/93

Automatic YRT Agreement (Term 10 Pool) – Effective 3/29/93

Automatic YRT Agreement (Enterprise+ UL - Quota Share - Pool) – Effective 9/16/96

Automatic YRT Agreement (VUL - Pool) – Effective 9/1/98

Automatic YRT Agreement (Variable Life Select Inforce – Quota Share) – Effective 2/8/99

Automatic YRT Agreement (Whole Life – Quota Share) – Effective 1/1/00

AMENDMENT to

ALL 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”)

As of July 1, 2001, the Ceding Company (including “any” or “all” of the three (3) entities listed above) and the Reinsurer agree to amend the above-referenced Agreement(s) to include the following important language:

Xxxxx-Xxxxx-Xxxxxx Privacy Requirements

The Ceding Company and Reinsurer are “financial institutions” as that term is used in Title V of the Xxxxx-Xxxxx-Xxxxxx Act. The Parties may, from time to time, come into possession of “non-public personal information” as defined in Title V of the Xxxxx-Xxxxx-Xxxxxx Act. The “non-public personal information” may be transmitted by either the Ceding Company or Reinsurer to the other in accordance with the transmitting party’s then current privacy policy and practices, in order to allow the other party to perform pursuant to this Agreement. During the continuation of this Agreement and after its termination, the Ceding Company or Reinsurer shall at all times use reasonable care to maintain the confidentiality of the “non-public personal information” and shall not make any use of the “non-public personal information” beyond the purpose for which it was disclosed. The Ceding Company and Reinsurer agree that they will not transfer information to a third party, except as provided in this Agreement and as permitted by Title V of the Xxxxx-Xxxxx-Xxxxxx Act, such permission including, but not limited to, disclosure of Information if required by applicable federal, state or local legal requirement, order of a court of competent jurisdiction, properly authorized civil, criminal or regulatory investigation, or subpoena by federal, state or local authorities. The Ceding Company and Reinsurer agree that the Reinsurer may need to transfer “non-public personal information” to third party reinsurers for the purpose of obtaining reinsurance on risks subject to this Agreement. The Reinsurer will obtain agreements from any such third party reinsurers that require the third party reinsurers to use reasonable care to maintain the confidentiality of the “non-public personal information”.

[page break]

Xxxxx-Xxxxx-Xxxxxx Privacy Amendment

IN WITNESS WHEREOF, the parties hereto execute this Amendment in good faith:

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 and Actuary						Second Vice President & Actuary
Date:		6/27/02				Date:		6/27/02

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 and Actuary						Second Vice President & Actuary
Date:		7/2/02				Date:		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 and Actuary						Second Vice President & Actuary
Date:		7/2/02				Date:		7/2/02

RGA REINSURANCE COMPANY

By:		/s/ X. Xxxxxxx				Witness:		N/A
Title:		Sales VP				Title:
Date:		6/10/02				Date:

AMENDMENT to the

AUTOMATIC YRT AGREEMENT

between

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,

MML BAY STATE LIFE INSURANCE COMPANY, and

C.M. LIFE INSURANCE COMPANY

(hereinafter the “Ceding Company”)

and

RGA REINSURANCE COMPANY

(hereinafter the “Reinsurer”)

Original Treaty Effective Date: September 1, 1998

Coverage: Variable Universal Life

This Amendment hereby terminates the reinsurance of new business on new lives on and after February 29, 2004, the Amendment effective date, under the above-referenced Agreement. All other changes allowed under the Agreement, including but not limited to any increases if they are normally applied to the existing contract/pool, shall continue to be available hereunder. All business inforce at that effective date shall remain reinsured hereunder until the termination, expiry, or          of the underlying policy on which the reinsurance is based.

All terms and conditions of this Agreement not in conflict with the terms and conditions of this Amendment shall continue unchanged.

IN WITNESS WHEREOF, this Amendment is hereby executed in good faith by both parties:

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By:		/s/ Xxxxx X. Xxxxxx				Date:		4/14/10
		Xxxxx X. Xxxxxx
		Second Vice President & Actuary

MML BAY STATE LIFE INSURANCE COMPANY

By:		/s/ Xxxxx X. Xxxxxx				Date:		4/14/10
		Xxxxx X. Xxxxxx
		Second Vice President & Actuary

[page break]

VUL Termination Eff. 2/29/04

C.M. LIFE INSURANCE COMPANY

By:		/s/ Xxxxx X. Xxxxxx				Date:		4/14/10
		Xxxxx X. Xxxxxx
		Second Vice President & Actuary

RGA REINSURANCE COMPANY

By:		/s/ Xxxxx Xxxxx				Date:		4/7/10
Print name:		Xxxxx Xxxxx
Title:		VP, Sales

RGA REINSURANCE COMPANY

By:		/s/ Xxxxx X. Xxxxxx				Date:		4/7/10
Print name:		Xxxxx X. Xxxxxx
Title:		VP & Actuary

AMENDMENT to the

AUTOMATIC YRT AGREEMENT

between

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,

C.M. LIFE INSURANCE COMPANY, and

MML BAY STATE LIFE INSURANCE COMPANY

(hereinafter referred to as the “Ceding Company”)

and

RGA REINSURANCE COMPANY

(hereinafter referred to as the “Reinsurer”)

Original Treaty Effective Date: September 1, 1998

Coverage: VARIABLE UNIVERSAL LIFE

Effective March 1, 2004, the Amendment effective date, the applicable sections of Schedule B - Reinsurance Limits of the above-referenced Agreement will be replaced with the following:

Basis of Reinsurance: The Reinsurer shall participate in a pool of reinsurers          for eligible plans.

Ceding Company’s Retention: The Ceding Company shall retain         % on eligible policies and          up to their maximum retention in Schedule I – Retention Limits,          on which the Ceding Company shall retain         % of such          up to their maximum retention in Schedule I – Retention Limits.

Reinsurer’s Share: The Reinsurer’s share shall be         % on eligible policies         .

All other conditions of this Agreement not in conflict with the terms and conditions of this Amendment will continue unchanged. IN WITNESS WHEREOF, both parties in duplicate hereby execute this Amendment in good faith:

MML BAY STATE LIFE INSURANCE COMPANY

By:		/s/ Xxxxx X. Xxxxxx				Date:		9/26/2008
		Xxxxx X. Xxxxxx
		Second Vice President & Actuary

[page break]

C.M. LIFE INSURANCE COMPANY

By:		/s/ Xxxxx X. Xxxxxx				Date:		9/26/2008
		Xxxxx X. Xxxxxx
		Second Vice President & Actuary

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By:		/s/ Xxxxx X. Xxxxxx				Date:		9/26/2008
		Xxxxx X. Xxxxxx
		Second Vice President & Actuary

RGA REINSURANCE COMPANY

By:		/s/ Xxxxx X. Xxxxxx				Date:		9/17/08
Print name:		Xxxxx X. Xxxxxx
Title:		VP & Actuary

RGA REINSURANCE COMPANY

By:		/s/ Xxxxx Xxxxxxx				Date:		9/17/08
Print name:		Xxxxx Xxxxxxx
Title		VP & Actuary