Exhibit 4(b)
Form of Individual Immediate Variable Annuity Contract
Massachusetts Mutual Life Insurance Company
Springfield, Massachusetts
ANNUITANT AGE AND SEX
CONTRACT NUMBER SINGLE PURCHASE PAYMENT
DATE OF ISSUE FIRST PAYMENT DATE
If the Annuitant is living on the First Annuity Payment
Date, Massachusetts Mutual Life Insurance Company will pay a
variable life annuity. The annuity will consist of a series
of variable payments to be paid to the Annuitant. Payments
will begin on the First Annuity Payment Date and continue as
long as the Annuitant lives. In no case will payments be
made for less than the Guaranteed Period. Payments will be
subject to all provisions of this contract.
The annual rate of return earned on the assets of the
Separate Account must be equal to or exceed 4.23% for the
variable payments not to decrease.
This Contract is issued by the Company at its Home Office,
0000 Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxxxxxx, 00000-0000,
on the date of issue. It is a legal contract between the
contract owner and the insurer.
READ YOUR POLICY CAREFULLY
SECRETARY PRESIDENT
REGISTRAR
33
SUMMARY OF REQUIRED PROVISIONS
AND OTHER CONTRACT OWNER RIGHTS
The owner of this contract has exclusive rights to assign this contract and
receive every benefit provided. The owner also has exclusive rights to exercise
every right, privilege and option this contract grants or that we allow. The
owner has these rights while the annuitant is alive, unless otherwise provided
in this contract. For example the owner may:
. Change the owner or beneficiary. (Change of Owner and Beneficiary, page 5.)
. Instruct the Company how to vote at meetings of the Fund shareholders. (Voting
Rights page 8.)
To exercise any of these rights, communicate with the Company's nearest
representative or directly with the Annuity Service Center. Please notify the
Annuity Service Center promptly of any change of address of the Owner
or the Annuitant.
34
PANORAMA SINGLE PURCHASE PAYMENT IMMEDIATE VARIABLE ANNUITY CONTRACT
Variable Life Annuity with Guaranteed Period, if any, as Stated on Page 3
Participating
ANNUITY PAYMENTS PROVIDED BY THIS CONTRACT ARE VARIABLE
AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT
P81-107A
35
Page 2
TABLE OF CONTENTS
DEFINITIONS PAGE 5
SEPARATE ACCOUNT PAGE 5
OWNER AND BENEFICIARY PAGE 5
Owner, Beneficiary, Change of Owner or Beneficiary
PURCHASE PAYMENT PAGE 5
DIVIDENDS PAGE 5
ANNUITY UNITS AND VALUATION PROVISIONS PAGE 5-6
Net Purchase Payment, Application of Net Purchase Payment,
Annuity Units and Payments, Net Investment Factor
GENERAL PROVISIONS PAGE 6
Incontestability, Age and Sex, Assignment or Transfers of the
Contract, The Contract, Payment of Benefits, Voting Rights,
Guarantees, Insulation
P81-107A
36
SPECIFICATIONS
ANNUITANT AGE AND SEX
CONTRACT NUMBER SINGLE PURCHASE PAYMENT
DATE OF ISSUE FIRST PAYMENT DATE
OWNER
BENEFICIARY
BENEFITS AND PURCHASE PAYMENTS
------------------------------
ANNUAL PURCHASE PAYMENT:
PAYABLE TO MATURITY DATE OR UNTIL PRIOR DEATH OF THE ANNUITANT.
ENDORSEMENT RESTRICTING TRANSFERABILITY
---------------------------------------
ANYTHING IN THIS CONTRACT TO THE CONTRARY NOTWITHSTANDING, IF THE CONTRACT OWNER
IS OTHER THAN THE TRUSTEE OF A TRUST ESTABLISHED UNDER SECTION 401 OF THE
INTERNAL REVENUE CODE OF 1954, AS AMENDED, IT MAY NOT BE SOLD, ASSIGNED,
DISCOUNTED, OR PLEDGED AS COLLATERAL FOR A LOAN OR AS SECURITY FOR THE
PERFORMANCE OF AN OBLIGATION OR FOR ANY OTHER PURPOSE, TO ANY PERSON OTHER THAN
THIS COMPANY.
CONTRACT YEARS, MONTHS AND ANNIVERSARIES ARE COMPUTED FROM THE CONTRACT DATE.
PAGE 3
37
DEFINITIONS
YOU, YOUR-Use of the words "you" or "your" in this contract refers to
the owner.
WE, OUR, US-Use of the words "we", "our", or "us" in this contract refers to
Massachusetts Mutual Life Insurance Company and our Annuity Service Center.
VALUATION DATE-means any date the New York Stock Exchange is open for business
and the Separate Account is valued.
VALUATION PERIOD-means the period beginning on the day following any Valuation
Date and ending on the next Valuation Date. It may be one day or more than one
day.
ANNUITY UNIT-means a unit used to determine the amount of each life annuity
payment. CONTRACT YEAR-means the period from one contract anniversary to the
next.
DUE PROOF OF DEATH-means one of the following:
(a) A copy of a certified Death Certificate.
(b) A copy of a certified decree of a court of competent jurisdiction as to
the finding of death.
(c) A written statement by a medical doctor who attended the deceased.
(d) Any other proof satisfactory to us.
FUND-means the investment company or companies in which the Separate Account
assets are invested.
WRITTEN REQUEST-means a request in writing in a form satisfactory to us and
mailed or delivered to our Annuity Service Center.
ANNUITY SERVICE CENTER-The office to which notices and requests should be sent.
You will be notified in writing if the address. You will be notified in writing
of the address.
SEPARATE ACCOUNT
Under this contract, Separate Account means a segregated investment account or
accounts established by the company under Connecticut Law. There will be
several sub-accounts within the Separate Account covered by this contract.
Assets of each sub-account will be invested in Fund shares. We reserve the
right to change investment companies or to substitute other investments for
Fund shares. The single purchase payment may be placed in any one sub-account
or distributed among various sub-accounts. You may, by written request, choose
any allocation you wish.
OWNER AND BENEFICIARY
Owner
The owner or owners named under this contract may die. If so, the owner will be
the executor or administrator of the last owner to die. This assumes this
contract does not provide otherwise.
Beneficiary
The beneficiary or beneficiaries named under this contract may die before the
annuitant. If so, the beneficiary will be the executor or administrator of the
annuitant. This assumes this contract does not provide otherwise.
Change of Owner or Beneficiary
While the annuitant is alive, you can change the owner or beneficiary by written
request.
. The change will take effect on the date you sign the request. The annuitant
does not have to be living when we receive the request at our Annuity Service
Center for the change to be effective. The change will be subject to any
payment made or actions taken by us before receiving the request.
PURCHASE PAYMENT
This contract is made in consideration of the application and the payment of
the single purchase payment.
. The single purchase payment is due on the date of issue of this contract.
DIVIDENDS
While this contract is in force, we will credit it with dividends. Dividends are
based on such shares of the divisible surplus (if any) as we may apportion at
the end of each contract year.
. We expect that any contribution to divisible surplus by this
Page 5
38
contract (thus making it eligible for dividend credit) will arise in later
contract years.
. Any dividends will be of modest amount.
. We will pay dividends in cash to you.
ANNUITY UNITS AND VALUATION PROVISIONS
Net Purchase Payment
The net purchase payment will equal a percentage of the balance of the single
purchase payment after deducting a $70 policy fee and any applicable premium
taxes.
Balance of Single
Purchase of Payment Percentage
First $10,000 97%
Next $90,000 98%
Excess over $100,000 99%
Application of the Net Purchase Payment
. We will apply each net purchase payment received at our Annuity Service
Center to provide annuity units in one or more sub-accounts. This will be
done in accordance with a written request from you.
Annuity Units and Payments
The dollar amount of annuity payments and the number of annuity units are
determined as follows:
. A purchase rate is used based on the Progressive Annuity Table and an
interest rate of 3 1/2% per year.
. Calculate the number of annuity units in each sub-account. Do this by
dividing the product of the net purchase payment applied to a sub-account
and the purchase rate by the value of one annuity unit in that sub-account
on the issue date. This number of annuity units remains fixed for the life
of the contract.
. The amount of each annuity payment equals the product of the appropriate
number of annuity units and the annuity unit values on the payment date. The
amount of each payment may vary.
The purchase rates are calculated assuming births in the year 1900. The
annuitants age is adjusted depending on his/her year of birth, as shown in the
following chart.
Year of Birth Adjusted Age
Before 1900 Actual Age + 1
1900-1919 Actual Age
1920-1939 Actual Age - 1
1940-1959 Actual Age - 2
1960-1979 Actual Age - 3
. Adjustments for years of birth after 1979 will be made in a manner
consistent with the above.
Annuity Unit Value
. The value of an annuity unit in each sub-account on any valuation date is
determined as follows:
1) Multiply the net investment factor for the valuation period just ended by
the value of the annuity unit on the preceding valuation date.
2) Divide the result in (1) by an interest factor. The interest factor
equals 1.00 plus the interest rate for the number of days since the
preceding valuation date. Interest is based on an effective annual rate
of 3 1/2%.
. The dollar value of an annuity unit may change from one valuation date to
the next.
. The value of an annuity unit on any date other than a valuation date is
equal to its value on the succeeding valuation date.
Net Investment Factor
A net investment factor has to be calculated for each sub-account. We compute
the net investment factor for a sub-account as follows:
1) We determine the net asset value per share at the end of the valuation
period for the fund in which the sub-account assets are invested.
2) We add to (1) the amount per fund share of any dividend or capital gain
distribution made by the fund if the ex-dividend date occurs during the
valuation period.
P81-107A
39
Page 6
3) We subtract from (2) the reserve per fund share for taxes on realized and
unrealized capital gains of the sub-account. We will add a credit to item
(2) for capital losses (realized and unrealized).
4) We divide the result in (3) by the net asset value per fund share at the
beginning of the valuation period less the reserve for taxes per fund share
at that time.
5) We subtract from (4) an amount not to exceed .000020 for each day of the
valuation period.
Transfer of Annuity Units
You may transfer all or a portion of the annuity units among one or more sub-
accounts. The amount transferred will be calculated as described below:
a) We will determine, from the first sub-account, the dollar value of the next
annuity payment on its due date.
b) We will multiply the value in (a) by the percentage of the annuity units to
be transferred.
c) We will then credit you with the number of annuity units in the sub-account
to which the transfer is being made which will give an equal dollar value
for the next annuity payment.
The equivalent number of annuity units equal to the dollar value of the next
annuity payment will be cancelled from the original sub-account. Subsequent
payments will reflect the changes in annuity units in each sub-account. Only one
such transfer may be made each calendar year.
GENERAL PROVISIONS
Incontestability
We cannot contest this contract after it has been in force during the lifetime
of the annuitant for a period of two years from the date of issue.
Age and Sex
If the annuitant's age or sex has been misstated, we will adjust the amount
payable under this contract. It will be the amount the purchase payment would
have purchased using the correct age and sex. The adjustment will be based on
the rates for this contract in effect on the date of issue.
. Any overpayments we make on account of misstatement of age or sex will be
charged against the current or next succeeding payments to be made by us.
. Any underpayments we make on account of misstatement of age or sex will be
paid to whomever is entitled.
Assignment or Transfer of the Contract
. Written notice of the terms of a transfer or a copy of an assignment must be
filed at our Annuity Service Center. Until we receive such notice, we will not
be required to take notice of or be responsible for any transfer of interest
in this contract by an assignment, agreement or otherwise.
We will not be responsible for the validity of any assignments.
. Any assignment made after the annuitant's death will be valid only with our
consent.
The Contract
This contract and the application constitute the entire contract. A copy of the
application is attached to and made a part of this contract.
. All statements in the application will be deemed representations and not
warranties.
. No statement will be used to void this contract or to defend against a claim
under it unless contained in the application.
. Our agents cannot alter or modify any of the terms of this contract. They
cannot waive any of its provisions.
Payment of Benefits
. All sums payable by us under this contract are payable only at our Annuity
Service Center.
. If any variable payment is less than $20.00, we may change the payment basis
to equivalent quarterly, semi-annual or annual payments.
. In any settlement, we may require that this contract be returned to our
Annuity Service Center.
Voting Rights
To the extent required to permit this contract to qualify under the Investment
Company Act of 1940 of the United States (and any subsequent amendments), you
have the right to instruct us how to vote the Fund shares underlying annuity
units you have in any sub-account.
Guarantees
Annuity payments under this contract will not be adversely affected by actual
mortality and expense experience of the Separate Account.
Insulation
40
The portion of the assets of the Separate Account equal to the reserve and other
liabilities of the Separate Account will not be charged with liabilities arising
out of any other business we may conduct.
Death of the Annuitant
. The annuitant may die before payments have been made for the Guaranteed
Period. If so, we will continue payments to the beneficiary for the balance of
such Guaranteed Period. Payments will be continued upon receipt of due proof
of the annuitant's death.
. The annuitant and all beneficiaries may die before payments have been made for
the Guaranteed Period. If so, we will pay the commuted value of the current
dollar amount of the remaining payments certain to the executors or
administrators of the last to die of the annuitant and all beneficiaries.
Payment will be made at the time due proof of such death is received at our
Annuity Service Center. The commuted value will be calculated at 3 1/2%
interest compounded annually.
P81-107A
41