AMENDMENT to ALL REINSURANCE AGREEMENTS (open and terminated) (the “Agreements”) between MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, (hereinafter the “Ceding Company”) and SECURITY LIFE OF DENVER INSURANCE COMPANY (hereinafter the “Reinsurer”)

Exhibit 26 (g) v. a. 2.

AMENDMENT to

ALL REINSURANCE AGREEMENTS (open and terminated)

(the “Agreements”)

between

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,

MML BAY STATE LIFE INSURANCE COMPANY, and

C.M. LIFE INSURANCE COMPANY

(hereinafter the “Ceding Company”)

and

SECURITY LIFE OF DENVER INSURANCE COMPANY

(hereinafter the “Reinsurer”)

Effective January 1, 2012, the Amendment Effective Date, the following information regarding the Long Term Care (LTC) Rider will be added to the Accepted Coverages provision in the Agreements:

1. Effective January 1, 2012 through December 31, 2012, the LTC rider shall be eligible for reinsurance as a rider on the base product for

a. the Whole Life Legacy 100 product, and

b. Term and Perm          into the Whole Life Legacy 100 product.

2. Effective January 1, 2013 and later, the LTC rider shall be eligible for reinsurance as a rider on the base product for

a. the five traditional permanent products listed (Whole Life Legacy 100, Limited Pay Whole Life – LP10, Limited Pay Life to Age 65 – LP65, Whole Life Legacy High Early Cash Value and Whole Life Legacy 20 Pay), and

b. Term and Perm          into any of the five traditional permanent products listed above.

A description of the LTC rider reinsurance coverage is in the attached EXHIBIT I.

This Amendment is meant to apply to reinsurance directly written on products for which the LTC rider is available, as well as to reinsurance on          to products for which the LTC rider is available.

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

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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				Date:		7-26-12
		Xxxxx X. Xxxxxx
		Second Vice President & Actuary
MML BAY STATE LIFE INSURANCE COMPANY
By:		/s/ Xxxxx X Xxxxxx				Date:		7-26-12
		Xxxxx X. Xxxxxx
		Second Vice President & Actuary
C.M. LIFE INSURANCE COMPANY
By:		/s/ Xxxxx X Xxxxxx				Date:		7-26-12
		Xxxxx X. Xxxxxx
		Second Vice President & Actuary
SECURITY LIFE OF DENVER INSURANCE COMPANY
(Signed by Hannover Life Reassurance Company of America by Power of Attorney)
By:		/s/ Xxxx Xxxxxxx				Date:		7/24/2012
Print name:		Xxxx Xxxxxxx
Title:		VP
SECURITY LIFE OF DENVER INSURANCE COMPANY
(Signed by Hannover Life Reassurance Company of America by Power of Attorney)
By:		/s/ Xxxxx X. Xxxxxxxx				Date:		7/24/2012

Print name:		Xxxxx X. Xxxxxxxx
Title:		VP

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EXHIBIT 1: Long Term Care Rider

The Long Term Care Rider (LTC) allows             .

1. If a             .

2. If a

        .

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        .

TABLE A

Sample Life Expectancy After LTC Benefits Paid

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        .

AMENDMENT to the

SELECTED REINSURANCE AGREEMENTS listed in Exhibit I

(the “Agreements”)

between

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,

MML BAY STATE LIFE INSURANCE COMPANY, and

C.M. LIFE INSURANCE COMPANY

(hereinafter the “Ceding Company”)

and

SECURITY LIFE OF DENVER INSURANCE COMPANY

(hereinafter the “Reinsurer”)

Effective July 30, 2012, the Amendment Effective Date, the Agreements are hereby revised to include             . The              guidelines in the attached Exhibit II shall be added to the Underwriting Guidelines section of the Agreements. The Ceding Company agrees to include the              when reporting this business to the Reinsurer. Note, it is agreed by the Reinsurer and the Ceding Company that the Agreements will             .

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

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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:		10-30-12
		Xxxxx X. Xxxxxx
		Vice President & Actuary
MML BAY STATE LIFE INSURANCE COMPANY
By:		/s/ Xxxxx X Xxxxxx				Date:		10-30-12
		Xxxxx X. Xxxxxx
		Vice President & Actuary
C.M. LIFE INSURANCE COMPANY
By:		/s/ Xxxxx X Xxxxxx				Date:		10-30-12
		Xxxxx X. Xxxxxx
		Vice President & Actuary
SECURITY LIFE OF DENVER INSURANCE COMPANY
(Signed by Hannover Life Reassurance Company of America by Power of Attorney)
By:		/s/ Xxxx X Xxxxxxx				Date:		10/19/12
Print name:		Xxxx X Xxxxxxx
Title:		VP
SECURITY LIFE OF DENVER INSURANCE COMPANY
(Signed by Hannover Life Reassurance Company of America by Power of Attorney)
By:		/s/ Xxxxx X. Xxxxxxxx				Date:		10-19-12
Print name:		Xxxxx X. Xxxxxxxx
Title:		VP

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Exhibit I

Effective Date of Agreement		Description		TAI Code		Reinsurer Treaty Number
9/1/1998		VUL
5/1/2001		VUL II

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Exhibit II

        .

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• Guidelines.

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• .

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        .

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