Amendment No. 2 to Administrative Services Agreement Franklin Templeton Services, LLC Massachusetts Mutual Life Insurance Company

Item 30. Exhibit (h) i. j. 2. ii.

Amendment No. 2 to

Administrative Services Agreement

Franklin Xxxxxxxxx Services, LLC

Massachusetts Mutual Life Insurance Company

C.M. Life Insurance Company

THIS AMENDMENT is made by and between Franklin Xxxxxxxxx Services, LLC (the “Fund Administrator”), Massachusetts Mutual Life Insurance Company and C.M. Life Insurance Company

(together, the “Company”).

WHEREAS, the Company, MML Bay State Life Insurance Company and the Fund Administrator have entered into an Administrative Services Agreement, dated as of May 1, 2002 and amended August 10, 2005 (the “Agreement”), concerning certain administrative services with respect to each series (“Fund” or “Funds”) of Franklin Xxxxxxxxx Variable Insurance Products Trust (the “Trust”) listed on the Schedule B of the Agreement;

WHEREAS, the Company and the Fund Administrator wish to amend the Agreement for the purpose of (i) removing MML Bay State Life Insurance Company as a party to the Agreement, and (ii) updating variable life or variable annuity insurance contracts covered by the Agreement.

NOW, THEREFORE, in consideration of past and prospective business relations, the Fund Administrator and the Company hereby amend the Agreement as follows:

1. MML Bay State Life Insurance Company is no longer a party to the Agreement.

2. Schedule B of the Agreement is hereby deleted in its entirety and replaced with the Schedule B attached hereto.

3. All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

This Amendment is executed as of December 28, 2007. 

FRANKLIN XXXXXXXXX SERVICES, LLC								MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By:		/s/ Xxxxxx Xxxxxx						By:		/s/ Xxxxx Xxxxxxxxxx
Name:		Xxxxxx Xxxxxx						Name:		Xxxxx Xxxxxxxxxx
Title:		Vice President						Title:		Vice President
								C.M. LIFE INSURANCE COMPANY
								By:		/s/ Xxxxx Xxxxxxxxxx
								Name:		Xxxxx Xxxxxxxxxx
								Title:		Vice President

[____]

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Schedule B

Administrative Expense Payment

The Fund Administrator agrees to pay the Company a fee, computed daily and paid quarterly in arrears, equal to an annual rate as set forth below, applied to the average daily net assets of the shares of the Funds held in the subaccounts of the Accounts. The payment will be computed and paid in the manner described more completely in the Agreement.

#		Company		Product Name/ 1933 Act No.		Funds of the Trust (All Class 2 Shares)		Fee Rate		Date of Beginning of Period for Computation of fee
1.		Massachusetts Mutual Life Insurance Company		Survivorship Variable Universal Life Insurance Policy (“SVUL”) 333-41657		Franklin Small Cap Value Securities Fund Xxxxxxxxx Foreign Securities Fund		[    ]%		5/1/2003
2.		Massachusetts Mutual Life Insurance Company		Survivorship Variable Universal Life Insurance Policy (“SVUL II”) 333-88503		Franklin Small Cap Value Securities Fund Xxxxxxxxx Foreign Securities Fund		[    ]%		05/01/03
3.		Massachusetts Mutual Life Insurance Company		Survivorship VUL GuardSM 333-114171		Franklin Small Cap Value Securities Fund Xxxxxxxxx Foreign Securities Fund		[    ]%		05/01/03
4.		Massachusetts Mutual Life Insurance Company		Variable Universal Life Insurance Policy (“VUL”) 333-49475		Franklin Small Cap Value Securities Fund Xxxxxxxxx Foreign Securities Fund		[    ]%		05/01/03
5.		Massachusetts Mutual Life Insurance Company		Variable Universal Life Insurance Policy (“VUL II”) 333-50410		Franklin Small Cap Value Securities Fund Xxxxxxxxx Foreign Securities Fund		[    ]%		02/01/02
6.		Massachusetts Mutual Life Insurance Company		VUL GuardSM 333-101495		Class 2 shares: Franklin Small Cap Value Securities Fund Xxxxxxxxx Foreign Securities Fund		[    ]%		05/01/03
7.		C.M. Life Insurance Company		Survivorship Variable Universal Life Insurance Policy (“SVUL”) 333-41667		Franklin Small Cap Value Securities Fund Xxxxxxxxx Foreign Securities Fund		[    ]%		5/1/2003

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#		Company		Product Name/ 1933 Act No.		Funds of the Trust (All Class 2 Shares)		Fee Rate		Date of Beginning of Period for Computation of fee
8.		C.M. Life Insurance Company		Survivorship Variable Universal Life Insurance Policy (“SVUL II”) 333-88493		Franklin Small Cap Value Securities Fund Xxxxxxxxx Foreign Securities Fund		[    ]%		05/01/03
9.		C.M. Life Insurance Company		Variable Universal Life Insurance Policy (“VUL”) 333-49457		Franklin Small Cap Value Securities Fund Xxxxxxxxx Foreign Securities Fund		[    ]%		05/01/03

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