MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY Springfield, MA 01111-0001

Item 24 b. Exhibit 4. i.

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

Springfield, MA 01111-0001

Massachusetts Mutual Life Insurance Company (“we, us, our and the Company”) will make Annuity Payments, in accordance with the provisions of this Contract.

We issued this Contract to the Owner(s) (“you and your”) on the Issue Date in exchange for the payment of the initial Purchase Payment shown on the Contract Schedule. Our [Service Center] address is [P.O. Box 758511, Topeka, KS 00000-0000]. You may contact us by phone at [0-000-000-0000] or by visiting our website at [xxx.xxxxxxxxxx.xxx].

This Contract was approved under the authority of the Interstate Insurance Product Regulation Commission, hereafter referred to as “Commission” and issued under the Commission’s standards. Any Contract provision that on the provision’s effective date is in conflict with the applicable Commission standards for this product type in effect as of the provision’s effective date of Commission contract approval is hereby amended to conform to the Commission standards in effect as of the provision’s effective date of Commission contract approval.

RIGHT TO EXAMINE CONTRACT: You have the right to return this Contract. You may return this Contract to us for any reason within ten (10) calendar days, or thirty (30) calendar days if you are replacing another annuity contract or life insurance policy with this Contract, after you receive it. You may return it by delivering or mailing it to us with your Written Request at our Service Center or to the agent who sold it. When we receive your Written Request, we will void the Contract as if it had never been in force. Upon receipt of your Written Request, we will refund, within seven (7) calendar days, the Contract Value, plus any fees or charges previously deducted from your Purchase Payments, all determined at the Close of Business on the Business Day we receive your Written Request at our Service Center. This may be more or less than the Purchase Payment(s).

THIS IS A LEGAL CONTRACT BETWEEN YOU AND US

READ YOUR CONTRACT CAREFULLY


[/s/ Xxx Xxxxxxxx]		[/s/ Xxxxx X. Xxxxxxxx]
[SECRETARY]		[PRESIDENT]

INDIVIDUAL VARIABLE DEFERRED ANNUITY CONTRACT

WITH FLEXIBLE PURCHASE PAYMENTS

•

THIS CONTRACT IS NON-PARTICIPATING. IT DOES NOT PROVIDE FOR THE PAYMENT OF DIVIDENDS.

•

THIS CONTRACT PROVIDES WAIVER OF CONTINGENT DEFERRED SALES CHARGE BENEFITS, IF APPLICABLE.

•

CONTRACT VALUES, WITHDRAWAL VALUES AND THE DEATH BENEFIT PROVIDED BY THIS CONTRACT WITH RESPECT TO AMOUNTS ALLOCATED TO THE SEPARATE ACCOUNT ARE BASED ON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT.

To contact the Insurance Department in the state in which this Contract is issued, you may call: [(800) XXX-XXXX]


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TABLE OF CONTENTS


CONTRACT SCHEDULE			4

DEFINITIONS			5

ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISIONS			8
ANNUITANT(S)			8
OWNER(S)			8
COLLATERAL ASSIGNMENT OF THE CONTRACT			8

PURCHASE PAYMENT PROVISIONS			9
PURCHASE PAYMENTS			9
ALLOCATION OF PURCHASE PAYMENTS			9


SEPARATE ACCOUNT PROVISIONS			9
THE SEPARATE ACCOUNT			9
VALUATION OF ASSETS			10
ACCUMULATION UNITS			10
ACCUMULATION UNIT VALUE			10
CHANGE IN NET ASSET VALUE (NAV) FORMULA			10
ADJUSTMENT OF UNITS AND VALUES			10
SUSPENSION OF PAYMENTS			11

TRANSFER PROVISIONS			11
TRANSFERS DURING THE ACCUMULATION PHASE			11
TRANSFERS DURING THE ANNUITY PHASE			11

WITHDRAWAL PROVISIONS			11
WITHDRAWAL			11

CONTRACT CHARGES			12
CONTINGENT DEFERRED SALES CHARGE (CDSC)			12
ANNUAL CONTRACT MAINTENANCE CHARGE			12

SEPARATE ACCOUNT CHARGES			12
MORTALITY AND EXPENSE RISK CHARGE			12
ADMINISTRATIVE CHARGE			12

DEATH BENEFIT PROVISIONS			12
DEATH OF OWNER DURING THE ACCUMULATION PHASE			12
DEATH OF ANNUITANT DURING THE ACCUMULATION PHASE			13
DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PHASE			13
DEATH BENEFIT PAYOUT OPTIONS DURING THE ACCUMULATION PHASE			13
PAYMENT OF DEATH BENEFIT			14
DEATH OF OWNER DURING THE ANNUITY PHASE			14
DEATH OF ANNUITANT DURING THE ANNUITY PHASE			14
DEATH BENEFIT AND PARTIAL ANNUITIZATIONS			14


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BENEFICIARY			15
NON-QUALIFIED BENEFICIARY ANNUITY			15
CHANGE OF BENEFICIARY			15

GENERAL PROVISIONS			15
CONTRACT CHANGES BY THE COMPANY			15
CONTRACT CHANGES BY THE OWNER			16
CONTRACT TERMINATION			16
ENTIRE CONTRACT			16
INCONTESTABILITY			16
MISSTATEMENT OF AGE OR SEX			17
NON-BUSINESS DAYS			17
NON-PARTICIPATING CONTRACT			17
PREMIUM AND OTHER TAXES			17
PROTECTION OF PROCEEDS			17
REGULATORY REQUIREMENTS			17
REPORTS /STATEMENTS			17

ANNUITY PROVISIONS			18
ANNUITY GUIDELINES			18
ANNUITY PAYMENTS			18
FIXED ANNUITY PAYOUT RATE GUARANTEE			18
PARTIAL ANNUITIZATION			18
ANNUITY OPTIONS			19
Single Life Annuity			19
Single Life Annuity with Cash Refund			19
Single Life Annuity with Period Certain			19
Joint and Survivor Life Annuity			19
Joint and Survivor Life Annuity with Period Certain			19
Joint and 2/3 Survivor Life Annuity			20
Joint and 2/3 Survivor Life Annuity with Period Certain			20
Period Certain Annuity			20


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INSERT SCHEDULE PAGES 4A+ HERE


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DEFINITIONS

ACCUMULATION PHASE. Your Contract’s Accumulation Phase begins on the date we issue your Contract and ends on the date you apply all of your Contract Value to an Annuity Option or your Contract terminates.

ACCUMULATION UNIT. A unit of measure used to determine your value in a Sub-Account during the Accumulation Phase.

AGE. The attained age of any Owner or that of any Annuitant, as applicable, at his or her last birthday except as described in the Contract Schedule under the Fixed Annuity Payout Rates section. If the Contract is owned by a non-natural person (e.g., a corporation, trust or other entity), then Age shall mean the attained age of any Annuitant at his or her last birthday except as described in the Contract Schedule under the Fixed Annuity Payout Rates section.

ANNUITANT. The person(s) on whose life Annuity Payments are based with the exception of the Period Certain Annuity Option. The term Annuitant shall also include the joint Annuitant, if any. The Annuitant has no rights to this Contract.

ANNUITY DATE. The date Annuity Payments begin. There may be more than one Annuity Date applicable to this Contract if you elect to apply only a portion of the Contract Value to an Annuity Option. The latest date that all of the Contract Value may be applied to provide Annuity Payments under this Contract is shown as the Latest Permitted Annuity Date on the Contract Schedule.

ANNUITY OPTIONS. Options available for Annuity Payments.

ANNUITY PAYMENTS. Series of payments that will be made pursuant to the Annuity Option(s) you elect.

ANNUITY PHASE. The period which begins on the Annuity Date and ends with the last Annuity Payment. There may be more than one Annuity Phase applicable to this Contract if you elect to apply a portion of the Contract Value to an Annuity Option.

BENEFICIARY. The person(s) or entity(ies) that you designated to receive the death benefit provided by this Contract.

BUSINESS DAY. Every day the New York Stock Exchange or its successors (“NYSE”) is open for trading. Our Business Day ends at the Close of Business as defined in this Contract.

CLOSE OF BUSINESS. The time on a Business Day when the NYSE ends regular trading, usually at 4:00 p.m. Eastern Time

CONTINGENT DEFERRED SALES CHARGE (CDSC). A charge that may be assessed against each Purchase Payment you withdraw from the Contract or applied to an Annuity Option.

CONTRACT ANNIVERSARY. An anniversary of the Issue Date of this Contract.

CONTRACT SCHEDULE DATE. The effective date of any Contract Schedule. A Contract Schedule bearing the latest Contract Schedule Date will supersede all previous Contract Schedules.

CONTRACT VALUE. The sum of your value(s) in the Sub-Account(s) during the Accumulation Phase.


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CONTRACT WITHDRAWAL VALUE. The Contract Value less any applicable Premium Taxes not previously deducted; less any applicable Annual Contract Maintenance Charge; less any applicable Contingent Deferred Sales Charge; less any Purchase Payments credited to this Contract that have not yet cleared the bank, until they clear the bank.

CONTRACT YEAR. The first Contract Year is the annual period which begins on the Issue Date and ends on the last calendar day before the first Contract Anniversary. Subsequent Contract Years begin on subsequent Contract Anniversaries.

FIXED ANNUITY PAYMENTS. Annuity Payments made during the Annuity Phase which we guarantee as to dollar amount of each Annuity Payment.

FUND. An investment entity into which assets of a Sub-Account will be invested.

GENERAL ACCOUNT. Our general investment account which supports our annuity and insurance obligations. The General Account’s assets include all of our assets with the exception of the Separate Account and other segregated asset accounts.

GOOD ORDER. All the requirements we deem necessary to execute any transaction pursuant to the terms of this Contract must be complete and received by us at our Service Center. Instructions must be sufficiently clear so that we do not need to exercise any discretion to follow such instructions.

ISSUE DATE. The date this Contract became effective, as shown on the Contract Schedule.

OWNER. The person(s) or entity (“you” and “your”) entitled to the ownership rights stated in this Contract. The term Owner shall also include the joint Owner, if any.

PREMIUM TAX. A tax imposed by certain states and other jurisdictions when a Purchase Payment is made, when Annuity Payments begin, or when the Contract is surrendered.

PURCHASE PAYMENT. Any amount paid to us by you or on your behalf with respect to this Contract during the Accumulation Phase, which may be decreased by the assessment of a Premium Tax. Purchase Payments may not be added after the Annuity Date to any portion of the Contract Value that has been applied to an Annuity Option.

REQUIRED MINIMUM DISTRIBUTION (RMD). A Required Minimum Distribution (RMD) is any distribution that must be distributed to you or a plan participant pursuant to Internal Revenue Code sections 401(a)(9), 403(b)(10), 408(b)(3) or 408A(c). Required Minimum Distributions are generally required to begin by April 1^st of the year after a participant attains age 70 ¹⁄₂, or for some qualified plans, the year of retirement, if later.

RIDER EFFECTIVE DATE. The effective date of any Rider shown on the Contract Schedule.

SEPARATE ACCOUNT. Our Separate Account(s) shown on the Contract Schedule.

SERVICE CENTER. The administrative office shown on the Contract Schedule of this Contract, or other location(s) we specify to which notices, requests and Purchase Payments must be sent unless you are notified otherwise.

SUB-ACCOUNT. Separate Account assets are divided into Sub-Accounts which are listed on the Contract Schedule. Assets of each Sub-Account will be invested in shares of a single Fund.


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WRITTEN NOTICE. A written or electronic communication or instruction we send to you. Any notice that we send to you will be sent to your last known address, unless you request otherwise via Written Request. You must promptly provide us with notice of any change of your address.

WRITTEN REQUEST. A written communication or instruction you send to us. A Written Request must be in Good Order. We may consent to receiving requests electronically or by telephone at our Service Center.


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ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISIONS

ANNUITANT(S). The Annuitant is the person(s) you designated on the Issue Date, unless changed prior to the Annuity Date. This Contract cannot have more than two (2) Annuitants. If this Contract is owned by a non-natural person, the Annuitant may not be changed and we will use the Age of the oldest Annuitant to determine all applicable benefits. The Annuitant may not be changed if the Contract is a non-qualified beneficiary annuity. The Annuitant may not be changed nor may an Annuitant be added after the Annuity Date on any portion of the Contract Value that has been applied to an Annuity Option. Any change of an Annuitant must be made by Written Request. You may not change the Annuitant without our approval. An approved change will take effect on the date the Written Request is signed, unless you specify otherwise. We will not be liable for any payment made or action taken prior to our receipt of the Written Request. A change of Annuitant that we allow will automatically revoke any prior designation of Annuitant. Upon electing a life contingent Annuity Option, the Annuitant(s) must be at least Age 18 as of the Annuity Date.

OWNER(S). You have all ownership rights under this Contract unless limited by an assignment or by the designation of an irrevocable Beneficiary. The Owner is as designated on the Issue Date, and may be changed in accordance with the provisions of this Contract.

This Contract can be jointly owned by two individuals. If this Contract is jointly owned, we will use the Age of the oldest Owner to determine all applicable benefits. Owners must be at least the age of majority in the state the Contract is issued. Both Owners’ authorization will be required to exercise any contractual right. This Contract cannot be jointly owned if an owner is a non-natural person or by more than two (2) individuals.

You may change owners at any time by Written Request, except if the Contract is a non-qualified beneficiary annuity. However, you may not change owners without our approval. We may refuse, to the extent necessary to comply with any applicable laws, rules, or regulations, any requested change on a non-discriminatory basis only.

The change will take effect on the date the Written Request is signed, unless you specify otherwise. We will not be liable for any payment made or action taken prior to our receipt of the Written Request. A change of Owner that we allow will automatically revoke any prior designation of Owner.

COLLATERAL ASSIGNMENT OF THE CONTRACT. This Contract may not be assigned without our approval. We may refuse, to the extent necessary to comply with any applicable laws, rules or regulations, any request to assign this Contract on a non-discriminatory basis only.

To apply for our approval of any assignment, you must provide a Written Request to our Service Center specifying the terms of an assignment of this Contract. Once we have accepted the Written Request, the assignment shall be effective on the date the notice of assignment is signed, unless you specify otherwise; provided, however, that until we receive and approve the Written Request, we will not be required to take notice of or be responsible for any transfer of interest in this Contract by assignment, agreement, or otherwise.

We will not be responsible for the validity or tax consequences of any assignment. Any assignment made after the death benefit has become payable will be valid only with our consent.

If this Contract is assigned, your rights may only be exercised with the consent of the assignee of record.


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PURCHASE PAYMENT PROVISIONS

PURCHASE PAYMENTS. The minimum initial Purchase Payment is required to issue your contract. The minimum and maximum requirements for total and subsequent Purchase Payments are shown on the Contract Schedule. We reserve the right to reject any Purchase Payment not conforming to the requirements set forth in the Contract Schedule or not complying with any state or federal regulatory requirements.

ALLOCATION OF PURCHASE PAYMENTS. We allocate the initial Purchase Payment in accordance with your selection(s) made at the time this Contract is issued. If you make additional Purchase Payments, we will allocate them based on your current allocation instructions, unless you request a different allocation by sending us a Written Request. Allocation of the Purchase Payments is subject to the Allocation Guidelines shown on the Contract Schedule. We reserve the right to allocate initial Purchase Payments to the Money Market Sub-Account until the expiration of the Right to Examine Contract period. We will not be liable for the investment results of allocations of Purchase Payments made in accordance with your instructions.

SEPARATE ACCOUNT PROVISIONS

THE SEPARATE ACCOUNT. The Separate Account is shown on the Contract Schedule and consists of assets we set aside, which are kept separate from that of the general account assets and all our other separate account assets. The assets of the Separate Account equal to reserves and other liabilities will not be charged with liabilities arising out of any other business we may conduct.

The Separate Account assets are divided into Sub-Accounts. The Sub-Accounts which are available under this Contract during the Accumulation Phase are shown on the Contract Schedule. The assets of the Sub-Accounts are invested in shares of the Funds. You may be permitted to transfer Contract Values or allocate Purchase Payments to the Sub-Accounts during the Accumulation Phase. However, the right to make such transfers or allocations will be limited by the terms and conditions we impose.

We reserve the right, subject to compliance with applicable federal securities laws and regulations and any other federal or state law, to make certain changes to the structure and operation of the Separate Account, including, among other things:

•

eliminate, combine or add Sub-Accounts;

•

combine the Separate Account or any Sub-Account(s) with one or more different separate account(s) or Sub-Account(s);

•

close existing Sub-Accounts to allocations of new Purchase Payments and Contract Value by current or new Contract Owners;

•

transfer assets of the Separate Account or any Sub-Account that we may determine to be associated with the class of contracts in which the Contract belongs to another separate account or Sub-Account;

•

operate the Separate Account as a management investment company under the 1940 Act, or as any other form permitted by law;

•

add or remove Funds or Fund classes in which the Sub-Accounts invest; and

•

substitute a new Fund for a Fund in which a Sub-Account currently invests (new or substitute Funds may have different fees and expenses).


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In the event we exercise these rights, we will provide Written Notice to the Owner(s).

VALUATION OF ASSETS. The assets of the Separate Account are valued at their fair market value in accordance with our procedures.

ACCUMULATION UNITS. During the Accumulation Phase, we use Accumulation Units to account for all amounts allocated to or withdrawn from the Sub-Accounts as a result of Purchase Payments, withdrawals and transfers. When you allocate Purchase Payments to a Sub-Account or transfer Contract Value into a Sub-Account, you are purchasing Accumulation Units in that Sub-Account. When you withdraw or transfer Contract Value from a Sub-Account, Accumulation Units in that Sub-Account are redeemed. Once we receive your Written Request, we determine the number of Accumulation Units of a Sub-Account purchased (or redeemed) by dividing the amount allocated to (or the amount withdrawn from) the Sub-Account by the dollar value of one Accumulation Unit of the Sub-Account. We call the dollar value of one Accumulation Unit the Accumulation Unit Value. For any Written Request for a transaction received at our Service Center before the Close of Business on a Business Day, the Accumulation Unit Values used to complete the transaction will be those determined at the Close of Business on that Business Day.

ACCUMULATION UNIT VALUE. The Accumulation Unit Value for each Sub-Account was set initially at $10. Subsequently, the Accumulation Unit Values on any Business Day will be those we calculate after the Close of Business on that day. We calculate the Accumulation Unit Values for each Sub-Account by applying the Change in Net Asset Value (NAV) Formula described below.

CHANGE IN NET ASSET VALUE (NAV) FORMULA. This formula derives the daily investment rate of return for each Sub-Account net of all Separate Account Charges shown on the Contract Schedule.

The Change in NAV Formula is applied to each Sub-Account as follows:

The daily change in NAV of the Fund is added to the amount of any Fund distribution (income or capital gain distribution) on that Business Day. This sum is then divided by the previous Business Day NAV of the Fund. This is the daily gross investment rate of return for the Fund.

The daily accrual for all the Separate Account Charges are then subtracted from the daily gross investment rate of return for the Fund.

The result is then multiplied by the previous Business Day Accumulation Unit Value to produce the next Accumulation Unit Value.

The gross investment rate of return will be determined by us in accordance with generally accepted accounting principles and applicable laws, rules and regulations. The Accumulation Unit Value may increase or decrease from Business Day to Business Day.

ADJUSTMENT OF UNITS AND VALUES. We have the right to split or consolidate the number of Accumulation Units credited to your Contract, with a corresponding increase or decrease in the Accumulation Unit Values. We may exercise this right whenever we consider an adjustment of Accumulation Units to be desirable. However, strict equity will be preserved in making any adjustment. No adjustment will have any material effect on the benefits, provisions, or investment return of this Contract, or on the Owner, the Annuitant, any Beneficiary, any assignee or other person, or on us.


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SUSPENSION OF PAYMENTS. We may be required to suspend or postpone payments for withdrawals or transfers from the Sub-Accounts for any period when:

•

the NYSE is closed (other than customary weekend and holiday closings);

•

trading on the NYSE is restricted;

•

an emergency exists as a result of which disposal of assets of the Sub-Accounts is not reasonably practicable or we cannot reasonably value the assets of the Sub-Accounts; or

•

during any period when the Securities and Exchange Commission, by order, so permits for your protection.

TRANSFER PROVISIONS

TRANSFERS DURING THE ACCUMULATION PHASE. Subject to any limitations we impose as shown on the Contract Schedule, you may transfer all or a portion of your investment in a Sub-Account by Written Request. Transfers to and from the applicable Sub-Accounts will be effective as of the Close of Business on the Business Day we receive your Written Request. All transfers are subject to the following:

The minimum amount which can be transferred is shown on the Contract Schedule. The minimum amount which must remain in a Sub-Account, should you choose to leave any of your Contract Value in the Sub-Account, is shown on the Contract Schedule.

We reserve the right, at any time and without prior notice to any party, to terminate, suspend or modify the transfer provisions.

We may terminate, limit, or modify your ability to make transfers due to frequent trading or market timing activity.

If you elect to use this transfer privilege, we will not be liable for the investment results of transfers made in accordance with your instructions. All amounts and Accumulation Units will be determined as of the Close of Business on the Business Day during which your Written Request is received at the Service Center.

TRANSFERS DURING THE ANNUITY PHASE. We do not allow transfers during the Annuity Phase.

WITHDRAWAL PROVISIONS

WITHDRAWAL. During the Accumulation Phase, upon Written Request, you may make a partial or total withdrawal of the Contract Withdrawal Value. We will pay any partial or full withdrawal to the Owner if the Owner is a non-natural person, unless we agree otherwise.

Each partial withdrawal must be for an amount which is not less than the minimum amount shown on the Contract Schedule. The minimum Contract Value which must remain in this Contract after a partial withdrawal is shown on the Contract Schedule.

A withdrawal will result in the redemption of Accumulation Units from each applicable Sub-Account in the ratio that your value in the Sub-Account bears to your Contract Value, unless you specify in your Written Request the Sub-Account(s) from which the withdrawal(s) will be made.


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Withdrawals from the applicable Sub-Accounts will be effective as of the Close of Business on the Business Day we receive your Written Request. We will pay the amount of any withdrawal within seven (7) calendar days thereafter unless the Suspension of Payments provision is in effect.

If you elect to apply a portion of your Contract Value to an Annuity Option, we will treat the amount applied to an Annuity Option as a withdrawal from the Contract.

Any withdrawal may be subject to a Contingent Deferred Sales Charge and may have tax consequences. Please consult your tax advisor.

CONTRACT CHARGES

CONTINGENT DEFERRED SALES CHARGE (CDSC). We may deduct a CDSC in the event you make a withdrawal of all or a portion of the Contract Value. The Free Withdrawal Amount is an amount which is not subject to the CDSC. The CDSC schedule and Free Withdrawal Amount description, if applicable, are shown on the Contract Schedule.

ANNUAL CONTRACT MAINTENANCE CHARGE. We deduct an Annual Contract Maintenance Charge from the Sub-Accounts on your Contract Anniversary to reimburse us for expenses relating to maintenance of this Contract. The Annual Contract Maintenance Charge is shown on the Contract Schedule. If you make a total withdrawal on other than your Contract Anniversary, we will deduct the Annual Contract Maintenance Charge at the time of the total withdrawal. If you apply your entire Contract Value to an Annuity Option on any date other than your Contract Anniversary, we will deduct a pro-rata charge based on the ratio of (a) total calendar days elapsed since the last Contract Anniversary, and (b) total calendar days in the Contract Year. If you apply a portion of your Contract Value to an Annuity Option, we will continue to deduct the Annual Contract Maintenance Charge from that portion of the Contract Value still in the Accumulation Phase. This charge is subject to the provisions listed in the Contract Schedule.

SEPARATE ACCOUNT CHARGES

MORTALITY AND EXPENSE RISK CHARGE. We deduct a Mortality and Expense Risk Charge from each Sub-Account in which you are invested. The charge, which is shown on the Contract Schedule, compensates us for assuming the mortality and expense risks under this Contract.

ADMINISTRATIVE CHARGE. We deduct an Administrative Charge from each Sub-Account in which you are invested. The charge, which is shown on the Contract Schedule, compensates us for the costs associated with the administration of this Contract and the Separate Account.

DEATH BENEFIT PROVISIONS

DEATH OF OWNER DURING THE ACCUMULATION PHASE. Upon the death of any Owner during the Accumulation Phase, we will pay the death benefit to the Beneficiary. If there are joint Owners, we will treat the surviving Owner as the sole primary Beneficiary who will be entitled to receive the death benefit proceeds under this Contract. We will treat any other Beneficiary designation on record at the time of death as a contingent Beneficiary.


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A Beneficiary may request that the death benefit be paid under one of the death benefit payout options shown in the Death Benefit Payout Options During the Accumulation Phase section.

If the sole primary Beneficiary is your spouse, he or she may elect to continue this Contract in accordance with Section 72(s)(3) of the Internal Revenue Code (IRC) at the then current death benefit amount in his or her own name and exercise all ownership rights under this Contract. If the sole primary Beneficiary is a domestic partner, or civil union partner, as defined under applicable state laws, he or she may elect to continue this Contract as described herein. Since current federal tax law does not define a spouse to include a domestic partner, or civil union partner, such domestic partner or civil union partner who elects to continue this Contract must still meet the distribution requirements of Section 72(s) of the IRC. In order to meet these requirements, the amount of any gain in this Contract will become subject to income tax at the time the election to continue this Contract is made. The right to continue this Contract by a surviving spouse, a domestic partner, or civil union partner can only be exercised once while this Contract is in effect. If at the time the Owner purchased the Contract the surviving spouse, domestic partner or civil union partner was over the maximum contract issue age, then the Contract cannot be continued.

DEATH OF ANNUITANT DURING THE ACCUMULATION PHASE. If any Annuitant, who is not an Owner, dies during the Accumulation Phase, you may designate a new Annuitant. If there is no surviving Annuitant and a new Annuitant is not named within thirty (30) calendar days after we receive notification of the death of the Annuitant, the oldest Owner will become the Annuitant. If an Annuitant dies during the Accumulation Phase where the Owner is a non-natural person, such death will be treated as the death of the Owner and a new Annuitant may not be designated.

DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PHASE. The death benefit during the Accumulation Phase is the Contract Value determined as of the Close of Business on the Business Day on which we receive both due proof of death and an election of the payment method in Good Order at our Service Center. Where there is more than one Beneficiary, we will determine the death benefit as of the Business Day the first Beneficiary submits due proof of death and election of payment method in Good Order. Each Beneficiary’s portion of the death benefit will be applied to their chosen death benefit payout option on the Business Day we receive their election of the payment method in Good Order and will be paid from the Sub-Accounts on a pro rata basis. The balance of the death benefit will remain in the Sub-Accounts until each of the other Beneficiaries submits a Written Request to claim his/her death benefit. From the time the death benefit is determined until complete distribution is made, any amount in a Sub-Account will be subject to investment risk. This risk is borne by the Beneficiary(ies).

DEATH BENEFIT PAYOUT OPTIONS DURING THE ACCUMULATION PHASE. Each Beneficiary must elect the death benefit to be paid under one of the following options in the event that a death benefit becomes payable during the Accumulation Phase.


		Option 1 -		Lump sum payment of the death benefit.

		Option 2 -		Payment of the entire death benefit within 5 years of the date of any Owner’s death. This option may not be available if there are multiple beneficiaries.

		Option 3 -		Payment of the death benefit under an Annuity Option over the lifetime of the Beneficiary or over a period not extending beyond the life expectancy of the Beneficiary with distribution beginning within one (1) year of the date of any Owner’s death. This option may not be available for a Beneficiary that is a non-natural person.

		Option 4 -		Payment of the death benefit from a deferred annuity contract over the life expectancy of the Beneficiary through a series of non-annuitized withdrawals made at least annually,


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		with distribution beginning within one (1) year of the date of any Owner’s death. Additional withdrawals, including full withdrawals, are available. This option may not be available for a Beneficiary that is a non-natural person or if there are multiple beneficiaries.

If the sole primary Beneficiary is a spouse, continuation of this Contract in his or her own name is described in the Death of Owner During the Accumulation Phase section.

Any portion of the death benefit not applied to Option 3 or Option 4 within one (1) year of the date of the Owner’s death must be distributed within five (5) years of the date of the Owner’s death under Option 1 or Option 2.

You may have restricted a Beneficiary’s right to elect a death benefit payout option. If so, such rights or options will not be available to the Beneficiary.

We may also consent to other death benefit payout options in addition to those described in this section as long as they comply with Section 72(s) of the IRC.

PAYMENT OF DEATH BENEFIT. We will require due proof of death before any death benefit is paid. Due proof of death will be:

a certified death certificate; or

a certified decree of a court of competent jurisdiction as to the finding of death; or

any other proof satisfactory to us.

We will pay all death benefits in accordance with applicable laws or regulations governing death benefit payments.

DEATH OF OWNER DURING THE ANNUITY PHASE. Upon any Owner’s death during the Annuity Phase, if the Annuitant is still alive, the surviving Owner will retain the ownership of this Contract. If there is no surviving Owner, the Beneficiary will become the Owner. Any remaining Annuity Payment(s) under the Annuity Option elected will continue to be paid at least as rapidly as under the method of distribution in effect at such Owner’s death.

DEATH OF ANNUITANT DURING THE ANNUITY PHASE. Upon the death of an Annuitant, if there is a surviving Annuitant, Annuity Payments will continue according to the Annuity Option elected and no death benefit is payable. Upon the death of the last surviving Annuitant during the Annuity Phase, the death benefit, if any, will be determined based on the Annuity Option elected. Any remaining payment under the elected Annuity Option will be paid to the Beneficiary. We will treat a surviving Owner as the primary beneficiary and treat any other beneficiary designation, on record at the time of death, as a contingent beneficiary.

DEATH BENEFIT AND PARTIAL ANNUITIZATIONS. If you apply a portion of your Contract Value to an Annuity Option, the death benefit for that portion will be determined in accordance with the Death of Owner During the Annuity Phase and Death of Annuitant During the Annuity Phase provisions. The death benefit for the portion of the Contract Value remaining in the Accumulation Phase will be determined in accordance with the Death of Owner During the Accumulation Phase and Death of Annuitant During the Accumulation Phase provisions.


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BENEFICIARY. The Beneficiary designation in effect on the Issue Date will remain in effect until changed. Unless you provide otherwise, the death benefit will be paid as follows:

in equal shares to the primary Beneficiary(ies) who survives your death and/or any Annuitant’s death, as applicable;

if there is no primary Beneficiary who survives your death and/or any Annuitant’s death, as applicable, in equal shares to the contingent Beneficiary(ies) who survives your death and/or any Annuitant’s death, as applicable;

if there is no primary or contingent Beneficiary who survives your death and/or any Annuitant’s death, as applicable, to you or to your estate.

You may designate the Beneficiary as an irrevocable Beneficiary. A change of an irrevocable Beneficiary requires the consent of that irrevocable Beneficiary. If an irrevocable Beneficiary is named, you retain all other contractual rights.

If the Owner is a non-natural person, the Owner must be the sole primary Beneficiary unless we allow otherwise.

NON-QUALIFIED BENEFICIARY ANNUITY. A non-qualified beneficiary annuity, also referred to as “non-qualified stretch” or inherited non-qualified annuity, is an annuity contract that is held for the benefit of the beneficiary of a deceased annuity contract owner in order to distribute death proceeds of a non-qualified annuity to the beneficiary over that beneficiary’s life expectancy, in accordance with the required distribution rules of IRC section 72(s). If a Beneficiary elects death benefit payout Option 3 or Option 4, the Contract will be held as a nonqualified beneficiary annuity. If this

Contract is purchased as a non-qualified beneficiary annuity, the Death Benefit Provisions will be applied as if the Owner is deceased and the Beneficiary has elected Death Benefit Payout Option 4. A contract held as a nonqualified beneficiary annuity must be titled in the name of the Beneficiary, as the beneficiary of the deceased owner, and the Beneficiary must also be the Annuitant. Subsequent Purchase Payments are not allowed.

CHANGE OF BENEFICIARY. You may change the primary Beneficiary or contingent Beneficiary, subject to the consent of any irrevocable Beneficiary. If the Owner is a non-natural person, the Owner must be the sole primary Beneficiary unless we allow otherwise. You must make any change by Written Request. The change will take effect on the date the Written Request is signed unless you specify otherwise. We will not be liable for any payment made or action taken prior to our receipt of the Written Request.

GENERAL PROVISIONS

CONTRACT CHANGES BY THE COMPANY. We reserve the right to amend this Contract to meet the requirements of any applicable federal laws or regulations, or as otherwise provided in this Contract. We will notify you by Written Notice of such amendments.

Any changes we make to this Contract must be signed by an authorized officer of the Company. Our agents have no authority to alter, modify or waive any of the provisions of this Contract.

CONTRACT CHANGES BY THE OWNER. You may, subject to restrictions described in this Contract and by Written Request, take any of the following actions:


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change an Owner; or

change a Beneficiary; or

change an Annuitant.

The change will take effect on the date the Written Request is signed, unless you specify otherwise. We will not be liable for any payment made or action taken prior to our receipt and approval of the Written Request.

We will not be responsible for the tax consequences of any Owner change.

CONTRACT TERMINATION. This Contract and all applicable riders will terminate upon the date this Contract is cancelled under the Right To Examine Contract provision or upon the occurrence of any of the following events:

•

the date of the last Annuity Payment when there is no Contract Value remaining in the Contract; or

•

the date payment is made of the entire Contract Withdrawal Value when there are no annuity payments remaining; or

•

the date of the last death benefit payment.

We reserve the right to terminate this Contract if the following conditions are met:

no Purchase Payment has been made for at least two (2) consecutive years measured from the date we received the last Purchase Payment; and

each of the following amounts is less than $2,000 on the date we send Written Notice of our election to terminate this Contract provided that no Annuity Option is in effect at that time:

the Contract Value less any Premium Tax deducted; and

the sum of all Purchase Payments made into the Contract adjusted for any partial withdrawals.

If we exercise the right to terminate this Contract when conditions 1 and 2 are met, we will send you Written Notice of termination at your last known address shown in our records. This Written Notice will state that this Contract will terminate thirty (30) calendar days after we have mailed the notice unless we receive a Purchase Payment that brings the Contract Value (less any Premium Tax) to at least $2,000 before that time. If this Contract is terminated pursuant to the reserved right to terminate this Contract, we will pay the Contract Withdrawal Value to you.

ENTIRE CONTRACT. The entire Contract consists of this Contract and any riders, amendments, or endorsements attached to this Contract.

INCONTESTABILITY. We cannot contest this Contract.

MISSTATEMENT OF AGE OR SEX. If any Annuitant’s Age or sex has been incorrectly stated, the Annuity Payment(s) payable will be that which the Contract Value, adjusted by any applicable Premium


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Tax and Annual Contract Maintenance Charge, would have purchased at the correct Age and sex. After correction, we will pay the sum of any underpayments within thirty (30) calendar days. The amount of any overpayments we made will be charged against the Annuity Payment(s) following the correction. Any overpayments/underpayments on account of misstatement of Age or sex shall be charged/credited after the correction with interest at a rate of three percent (3.00%) per year. For any other Contract feature for which Age or sex has been incorrectly stated, such Contract feature will be adjusted to reflect the correct Age and sex.

NON-BUSINESS DAYS. Unless specified otherwise, if the due date for any activity required by this Contract falls on any day that is not a Business Day, performance of such activity will be rendered on the first Business Day following such due date.

NON-PARTICIPATING CONTRACT. This Contract is non-participating and will not share in any of our surplus earnings. No dividends are payable on this Contract.

PREMIUM AND OTHER TAXES. We will determine when Premium Taxes have resulted from our receipt of the Purchase Payments, the investment experience of the Separate Account, or commencement of Annuity Payments. We may deduct any Premium Taxes or other taxes relating to this Contract from the Purchase Payments or Contract Value. We may pay such Premium Taxes when due and deduct that amount from the Contract Value at a later date.

We will deduct any withholding taxes required by applicable law. We reserve the right to deduct any income taxes we may incur as a result of the operation of the Separate Account.

PROTECTION OF PROCEEDS. To the extent permitted by law, all payments under this Contract shall be free from the claim of any creditor of the person entitled to them under this Contract.

REGULATORY REQUIREMENTS. All values payable under this Contract will not be less than the minimum benefits required under the Interstate Insurance Product Regulation Commission’s Individual Deferred Variable Annuity Contract Standards.

REPORTS / STATEMENTS. Each year we will provide to you, free of charge, a report detailing the status of this Contract, and any other information required under state or federal law. We shall mail such report within four (4) months of its preparation, and we shall include the following information:

The beginning and end dates of the current report period;

The Contract Value, if any, at the beginning of the current report period and at the end of the current report period;

The amounts that have been credited or debited to this Contract during the current report period, including Purchase Payments, interest credits, expense charges, partial withdrawal amounts and withdrawal charges and rider charges, if any;

The Contract Withdrawal Value, if any, at the end of the current report period; and

The amount of the Death Benefit, if any, at the end of the current report period.

We may make additional status reports available to you upon Written Request, subject to a maximum additional status report fee of twenty-five dollars ($25.00).


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ANNUITY PROVISIONS

ANNUITY GUIDELINES. The Latest Permitted Annuity Date shown on the Contract Schedule is the latest date by which you must either apply all or a portion of your Contract Value to an Annuity Option under this Contract and/or take a withdrawal of any remaining Contract Value. You may elect to receive Annuity Payments at an earlier date, subject to the Annuity Guidelines shown on the Contract Schedule, by contacting our Service Center. The following guidelines apply to the election of an Annuity Option:

You may elect to have all or a portion of the Contract Value applied to an Annuity Option, which provides for Fixed Annuity Payments that do not fluctuate. The Annuity Payments shall be determined by applying fixed annuity rates, which are based on the assumptions shown on the Contract Schedule under the Fixed Annuity Payout Rates section, to the Contract Value being applied to the Annuity Option you selected. For purposes of

this Contract, if you elect to apply a portion of the Contract Value to an Annuity Option, we will treat the amount applied as a withdrawal.

The amount applied to an Annuity Option on the Annuity Date is equal to the specified portion of the Contract Value minus any applicable Premium Tax and Annual Contract Maintenance Charge shown on the Contract Schedule.

The minimum amount that may be applied to any Annuity Option, and the minimum Annuity Payment allowed, are shown on the Contract Schedule in the Annuity Guidelines.

If on the Latest Permitted Annuity Date shown on the Contract Schedule, or your elected Annuity Date, if earlier, there is Contract Value for which an Annuity Option has not been elected, we will make Fixed Annuity Payments under the Single Life Annuity with Period Certain with ten (10) years of Annuity Payments guaranteed, or if this Contract has joint annuitants, under the Joint and Survivor Life Annuity with Period Certain with ten (10) years of Annuity Payments guaranteed.

ANNUITY PAYMENTS. Annuity Payments will be payable monthly except as otherwise agreed to by you and us. You may not change the Annuity Option or frequency of Annuity Payments after Annuity Payments begin. You shall be the payee of the Annuity Payments unless otherwise specified. If the Owner is a non-natural person, the Owner must be the payee unless we allow otherwise. If the amount of the Annuity Payment will depend on the Age or sex of the Annuitant(s), we reserve the right to ask for satisfactory proof of Age and sex. We reserve the right to delay Annuity Payments until acceptable proof is received.

FIXED ANNUITY PAYOUT RATE GUARANTEE. We guarantee, as of the Contract Issue Date, that the fixed annuity rates used to calculate the Annuity Payments will not be affected by variations in mortality experience.

PARTIAL ANNUITIZATION. If you elect to apply a portion of your Contract Value to an Annuity Option, this is considered a partial annuitization. In this situation, the Contract Value will be divided into two parts. The portion not applied to an Annuity Option will remain in the Accumulation Phase, while the partially annuitized portion will be moved to the Annuity Phase. For purposes of this Contract, if you elect to apply a portion of the Contract Value to an Annuity Option, we will treat the amount applied as a withdrawal.


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ANNUITY OPTIONS. You may choose periodic Fixed Annuity Payments under any of the Annuity Options described below; provided, however, that for Annuity Options with a life contingency, the Annuitant must be at least Age 18 on the Annuity Date. We may consent to other Annuity Options in addition to those described.

The following Annuity Options are available:

Single Life Annuity

Beginning on the Annuity Date, we will make Annuity Payments for the life of the Annuitant. Annuity Payments cease upon the death of the Annuitant.

Single Life Annuity with Cash Refund

Beginning on the Annuity Date, we will make Annuity Payments for the life of the Annuitant. The Cash Refund guarantees that upon the death of the Annuitant, if the total of all Annuity Payments made is less than the amount applied to the Annuity Option, the Beneficiary will receive the difference in a lump sum. If the total of all Annuity Payments made is equal to or greater than the amount applied to the Annuity Option, no additional payment will be made.

Single Life Annuity with Period Certain

Beginning on the Annuity Date, we will make Annuity Payments for the life of the Annuitant or the Period Certain, whichever is longer. Annuity Payments will cease upon the death of the Annuitant, subject to the Period Certain guarantee.

The Period Certain, which may be ten (10) or twenty (20) years, guarantees that if the Annuitant dies before the end of the Period Certain elected, Annuity Payments will continue to be paid at the same frequency then in effect until the end of the Period Certain. The Beneficiary(ies) may instead elect to receive the present value of the remaining guaranteed Annuity Payments paid in a lump sum. If the Annuitant dies after the end of the Period Certain, no additional Annuity Payments will be made.

Joint and Survivor Life Annuity

Beginning on the Annuity Date, we will make Annuity Payments for the lives of both Annuitants. If either Xxxxxxxxx dies, Annuity Payments will continue to be paid at the same frequency then in effect for the life of the surviving Annuitant. Annuity Payments cease upon the death of the surviving Annuitant.

Joint and Survivor Life Annuity with Period Certain

Beginning on the Annuity Date, we will make Annuity Payments for the lives of both Annuitants, or the Period Certain, whichever is longer. If either Xxxxxxxxx dies, Annuity Payments will continue to be paid at the same frequency then in effect for the life of the surviving Annuitant. Annuity Payments cease upon the death of the surviving Annuitant, subject to the Period Certain guarantee.

The Period Certain, which may be ten (10) or twenty (20) years, guarantees that if both Annuitants die before the end of the Period Certain elected, Annuity Payments will continue to be paid at the same frequency then in effect until the end of the Period Certain. The Beneficiary(ies) may instead elect to receive the present value of the remaining guaranteed Annuity Payments in a lump sum. If the last surviving Annuitant dies after the end of the Period Certain, no additional Annuity Payments will be made.


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Joint and 2/3 Survivor Life Annuity

Beginning on the Annuity Date, we will make Annuity Payments for the lives of both Annuitants. At the death of either Xxxxxxxxx, Annuity Payments will continue to be paid at the same frequency then in effect for the life of the surviving Annuitant, but at a reduced rate of two-thirds of the original Annuity Payment. Annuity Payments cease upon the death of the last surviving Annuitant.

Joint and 2/3 Survivor Life Annuity with Period Certain

Beginning on the Annuity Date, we will make Annuity Payments for the lives of both Annuitants or the Period Certain, whichever is longer. If either Xxxxxxxxx dies, Annuity Payments will continue to be paid at the same frequency then in effect for the life of the surviving Annuitant. Annuity Payments cease upon the death of the surviving Annuitant, subject to the Period Certain guarantee.

The Period Certain, which may be ten (10) or twenty (20) years, guarantees that if either Annuitant dies prior to the end of the Period Certain, Annuity Payments will continue for the life of the surviving Annuitant at 100% of the amount and at the same frequency then in effect until the end of the Period Certain. At the end of the Period Certain following the death of either Xxxxxxxxx, or upon the death of either Annuitant after the end of the Period Certain, Annuity Payments will continue to be paid at the same frequency then in effect to the surviving Annuitant, but at a reduced rate of two-thirds of the original Annuity Payment. If the last surviving Annuitant dies before the end of the Period Certain, Annuity Payments will continue at 100% of the amount and at the same frequency then in effect until the end of the Period Certain. The Beneficiary(ies) may instead elect to receive the present value of the remaining Period Certain Annuity Payments in a lump sum. If the last surviving Annuitant dies after the end of the Period Certain, no additional Annuity Payments will be made.

Period Certain Annuity

Beginning on the Annuity Date, we will make Annuity Payments for a guaranteed period (Period Certain). Annuity Payments cease at the end of the Period Certain elected which must be at least ten (10) years and cannot be more than thirty (30) years. If the last Annuitant dies before the end of the Period Certain, Annuity Payments will continue to be paid at the same frequency then in effect until the end of the Period Certain. The Beneficiary(ies) may instead elect to receive the present value of the remaining Period Certain Annuity Payments in a lump sum.


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INDIVIDUAL VARIABLE DEFERRED ANNUITY CONTRACT

WITH FLEXIBLE PURCHASE PAYMENTS

•

THIS CONTRACT IS NON-PARTICIPATING. IT DOES NOT PROVIDE FOR THE PAYMENT OF DIVIDENDS.

•

THIS CONTRACT PROVIDES WAIVER OF CONTINGENT DEFERRED SALES CHARGE BENEFITS, IF APPLICABLE.

•

CONTRACT VALUES, WITHDRAWAL VALUES AND THE DEATH BENEFITS PROVIDED BY THIS CONTRACT WITH RESPECT TO AMOUNTS ALLOCATED TO THE SEPARATE ACCOUNT ARE BASED ON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT.


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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY Springfield, MA 01111-0001

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