AMENDMENT to ALL REINSURANCE AGREEMENTS (as documented in the attached Exhibit) between MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, (hereinafter the “Ceding Company”) and GENERALI USA LIFE REASSURANCE COMPANY (hereinafter the “Reinsurer”)

Exhibit 26 (g) i. a. 1.

AMENDMENT to

ALL REINSURANCE AGREEMENTS

(as documented in the attached Exhibit)

between

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,

MML BAY STATE LIFE INSURANCE COMPANY, and

C.M. LIFE INSURANCE COMPANY

(hereinafter the “Ceding Company”)

and

GENERALI USA LIFE REASSURANCE COMPANY

(hereinafter the “Reinsurer”)

Effective August 1, 2011, the Amendment effective date, the corporate retention of the Ceding Company will be revised per the attached retention schedule.

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:		9/16/11
		Xxxxx X. Xxxxxx
		Second Vice President & Actuary
MML BAY STATE LIFE INSURANCE COMPANY
By:		/s/ Xxxxx X Xxxxxx				Date:		9/16/11
		Xxxxx X. Xxxxxx
		Second Vice President & Actuary
C.M. LIFE INSURANCE COMPANY
By:		/s/ Xxxxx X Xxxxxx				Date:		9/16/11
		Xxxxx X. Xxxxxx
		Second Vice President & Actuary

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Retention Limits Eff. 8/1/11

GENERALI USA LIFE REASSURANCE COMPANY
By:		/s/ Xxxxx Xxxx				Date:		9/13/2011
Print name:		Xxxxx Xxxx
Title:		Asst Registrar
GENERALI USA LIFE REASSURANCE COMPANY
By:		/s/ Xxxxx X Xxxxx				Date:		9/13/2011
Print name:		Xxxxx X Xxxxx
Title:		SVP

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RETENTION LIMITS

[table deleted]

Effective 8/1/11

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EXHIBIT

Coverage Effective Date		Generali No.		Coverage Description
May 1, 2001				Variable UL II
[table deleted]
Coverage Effective Date		Generali No.		Coverage Description
May 1, 2001				Variable UL II

[table deleted]