0001140361-21-042255 Sample Contracts

AMENDED AND RESTATED PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUNDS, VARIABLE INSURANCE PRODUCTS FUND II, VARIABLE INSURANCE PRODUCTS FUND III, VARIABLE INSURANCE PRODUCTS FUND IV, and VARIABLE INSURANCE PRODUCTS FUND V, FIDELITY...
Participation Agreement • December 17th, 2021 • C M Life Variable Life Separate Account I • Massachusetts

THIS AMENDED AND RESTATED AGREEMENT, made and entered into as of September 28, 2021 by and among C.M. LIFE INSURANCE COMPANY, (hereinafter the "Company"), a Connecticut corporation, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the "Account"); and FIDELITY DISTRIBUTORS COMPANY LLC (hereinafter the "Underwriter"), a Massachusetts corporation; and each of VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, VARIABLE INSURANCE PRODUCTS FUND III and VARIABLE INSURANCE PRODUCTS FUND IV and VARIABLE INSURANCE PRODUCTS FUND V each an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (each referred to hereinafter as the "Fund").

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PARTICIPATION AGREEMENT Among VANGUARD VARIABLE INSURANCE FUND and THE VANGUARD GROUP, INC. and VANGUARD MARKETING CORPORATION and
Participation Agreement • December 17th, 2021 • C M Life Variable Life Separate Account I • Pennsylvania

THIS AGREEMENT, made and entered into as of the 16th day of September, 2021, by and among VANGUARD VARIABLE INSURANCE FUND (hereinafter the “Fund”), a Delaware business trust, THE VANGUARD GROUP, INC. (hereinafter the “Sponsor”), a Pennsylvania corporation, VANGUARD MARKETING CORPORATION (hereinafter the “Distributor”), a Pennsylvania corporation, and C.M. LIFE INSURANCE COMPANY, a Connecticut life insurance company (hereinafter the “Company”), on its own behalf and on behalf of each segregated account of the Company named in Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the “Account”).

Goldman Sachs Variable Insurance Trust Service Class Services Agreement
C M Life Variable Life Separate Account I • December 17th, 2021 • New York

The undersigned, Goldman Sachs & Co. LLC (“Goldman Sachs”), 200 West Street, New York, New York 10282, is the principal distributor of the shares of each series of the Trust listed on Schedule A to this Agreement (each a “Fund” and, collectively, the “Funds”). Goldman Sachs Asset Management, a separate operating division of Goldman Sachs, or an affiliate thereof, acts as an investment adviser to the Trust, which is an open-end management investment company that offers its shares exclusively to separate accounts of life insurance companies and various qualifying retirement plans or accounts. Shares of each Fund are divided into separate classes. This Agreement (the “Agreement”) relates to the Service Class Shares of the Funds (“Service Shares”).

FIRST AMENDMENT TO AMENDED AND RESTATED PARTICIPATION AGREEMENT
Agreement • December 17th, 2021 • C M Life Variable Life Separate Account I

This AMENDMENT (this “Amendment”) is made and entered into as of the 28th day of September, 2021 by and among C.M LIFE. INSURANCE COMPANY (the “Company”), a Connecticut corporation; FIDELITY DISTRIBUTORS COMPANY LLC (the “Underwriter”), a Massachusetts corporation; and each of VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, VARIABLE INSURANCE PRODUCTS FUND III, VARIABLE INSURANCE PRODUCTS FUND IV and VARIABLE INSURANCE PRODUCTS V, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (each, a “Fund”).

AMENDMENT NO. 1 TO THE FUND PARTICIPATION AGREEMENT AMONG MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, EACH PARTICIPATING FUND, AND BNY MELLON INVESTMENT ADVISER, INC.
C M Life Variable Life Separate Account I • December 17th, 2021

THIS AMENDMENT, made and entered into as of the 22nd day of September, 2021, amends the Fund Participation Agreement entered into as of the 1st day of January, 2017, as amended (the “Agreement”) by and among MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the Commonwealth of Massachusetts (the “Company”), EACH PARTICIPATING FUND (the “Funds”), and, with respect to Article X only, BNY MELLON INVESTMENT ADVISER, INC. (formerly, The Dreyfus Corporation) (the “Adviser”). Terms not defined herein shall have the meanings ascribed to them in the Agreement.

AMENDMENT NO. 1 TO DEALER’S AGREEMENT BETWEEN MML DISTRIBUTORS, LLC AND DELAWARE DISTRIBUTORS, L.P.
C M Life Variable Life Separate Account I • December 17th, 2021

THIS AMENDMENT is made and entered into as of the 20th day of October 2021, amends the Dealer’s Agreement entered into as of the 24th day of October, 2016, as amended (the “Agreement”) by and between MML DISTRIBUTORS, LLC, (“Company”) and DELAWARE DISTRIBUTORS, L.P. (the “Distributor”), a limited partnership organized under the laws of the State of Delaware and principal underwriter/distributor of the Fund.

Third Amendment to Fund Participation Agreement
Fund Participation Agreement • December 17th, 2021 • C M Life Variable Life Separate Account I

This Third Amendment (the “Amendment”), effective as of April 1, 2021 (“Effective Date”), to the Fund Participation Agreement dated as of February 1, 2017, as amended (“Agreement”), by and among Massachusetts Mutual Life Insurance Company (the “Company”) and on its own behalf and on behalf of each separate account of the Company set forth on Schedule A as may be amended from time to time (each separate account hereinafter referred to individually as an “Account” and collectively as the “Accounts”) and BlackRock Variable Series Funds, Inc. and BlackRock Variable Series Funds II, Inc., (collectively, the “Funds”) and BlackRock Investments, LLC (“BRIL” or “Underwriter” and the Funds collectively, “the Fund Parties”).

AMENDMENT NO. 1 TO THE LETTER AGREEMENT AMONG MML DISTRIBUTORS, LLC, MML INVESTORS SERVICES, LLC, AND BNY MELLON SECURITIES CORPORATION
The Letter Agreement • December 17th, 2021 • C M Life Variable Life Separate Account I

THIS AMENDMENT, made and entered into as of the 22nd day of September, 2021, amends the Letter Agreement entered into as of the 1st day of January, 2017, as amended (the “Agreement”) by and among MML DISTRIBUTORS, LLC, MML INVESTORS SERVICES, LLC, and BNY MELLON SECURITIES CORPORATION (formerly, MBSC Securities Corporation).

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • December 17th, 2021 • C M Life Variable Life Separate Account I • Delaware
Contract
C M Life Variable Life Separate Account I • December 17th, 2021
AMENDMENT NO. 1 TO THE ADMINISTRATIVE SERVICES AGREEMENT BETWEEN MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY AND BNY MELLON INVESTMENT ADVISER, INC.
C M Life Variable Life Separate Account I • December 17th, 2021

THIS AMENDMENT, made and entered into as of the 22nd day of September, 2021, amends the Administrative Services Agreement entered into as of the 1st day of January, 2017, as amended (the “Agreement”) by and between MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the Commonwealth of Massachusetts (the “Company”) and BNY MELLON INVESTMENT ADVISER, INC. (formerly, The Dreyfus Corporation) (the “Adviser”).

AMENDMENT NO. 2 TO SERVICE AGREEMENT BETWEEN MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY AND DELAWARE DISTRIBUTORS, L.P.
Service Agreement • December 17th, 2021 • C M Life Variable Life Separate Account I

THIS AMENDMENT is made and entered into as of the 20th day of October, 2021, amends the Service Agreement entered into as of the 10th day of October, 2016, as amended (the “Agreement”) by and between MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the Commonwealth of Massachusetts (the “Company”) and DELAWARE DISTRIBUTORS, L.P. (the “Distributor”), a limited partnership organized under the laws of the State of Delaware and principal underwriter/distributor of the Fund.

FORM OF AMENDMENT TO 12b-1 AGREEMENT
Participation Agreement • December 17th, 2021 • C M Life Variable Life Separate Account I

This Amendment (the “Amendment”) to the 12b-1 Agreement dated September 1, 2016, (the “Agreement”) among T. Rowe Price Investment Services, Inc. (the “Underwriter”), Massachusetts Mutual Life Insurance Company (“Company”) MML Investors Services, LLC (“MMLIS”) and MML Distributors, LLC (“MMLD”), is effective as of December __, 2021.

MFS Investment Management [MFS logo appears here]
Letter Agreement • December 17th, 2021 • C M Life Variable Life Separate Account I
Amendment No. 6 to Participation Agreement
Participation Agreement • December 17th, 2021 • C M Life Variable Life Separate Account I

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), Massachusetts Mutual Life Insurance Company and C.M. Life Insurance Company (together the “Company”), and MML Distributors, LLC, (“MMLD”), your distributor, (the Company and MMLD collectively referred to as “you” or “your”) on your behalf and on behalf of certain Accounts, (individually a “Party”, collectively, the “Parties”) have previously entered into a Participation Agreement dated May 1, 2000 and subsequently amended April 15, 2001, May 1, 2003, June 5, 2007, October 25, 2010, January 15, 2013, and further modified by an addendum dated March 20, 2012 (the “Agreement”). The Parties now desire to amend the Agreement by this amendment (the “Amendment”). Unless otherwise indicated, the terms defined in the Agreement shall have the same meaning in this Amendment.

FORM OF AMENDMENT TO ADMINISTRATIVE FEE LETTER AGREEMENT
Administrative Fee Letter Agreement • December 17th, 2021 • C M Life Variable Life Separate Account I

THIS AMENDMENT TO THE ADMINISTRATIVE FEE LETTER AGREEMENT (“Amendment”) effective December __, 2021 by and among T. Rowe Price Associates, Inc. (“T. Rowe Price”), and Massachusetts Mutual Life Insurance Company (the “Company”).

Amendment No. 5 to Administrative Services Agreement Franklin Templeton Services, LLC Massachusetts Mutual Life Insurance Company
Services Agreement • December 17th, 2021 • C M Life Variable Life Separate Account I

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

AMENDMENT NO. 2 TO THE FUND PARTICIPATION AGREEMENT AMONG MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, DELAWARE VIP TRUST, DELAWARE MANAGEMENT COMPANY, AND DELAWARE DISTRIBUTORS, L.P.
Fund Participation Agreement • December 17th, 2021 • C M Life Variable Life Separate Account I

THIS AMENDMENT, made and entered into as of the 20th day of October 2021, amends the Fund Participation Agreement entered into as of the 10th day of October, 2016, as amended (the “Agreement”) by and among MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the Commonwealth of Massachusetts (the “Company”), DELAWARE VIP TRUST, an open-end management investment company organized as a statutory trust under the laws of the State of Delaware (the “Fund”); DELAWARE MANAGEMENT COMPANY, (the “Adviser”), a series of Macquarie Investment Management Business Trust (formerly Delaware Management Business Trust), a statutory trust organized under the laws of the State of Delaware and investment adviser to the Fund; and DELAWARE DISTRIBUTORS, L.P. (the “Underwriter”), a limited partnership organized under the laws of the State of Delaware and principal underwriter/distributor of the Fund..

AMENDMENT TO THE FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • December 17th, 2021 • C M Life Variable Life Separate Account I

THIS AMENDMENT, made and entered into as of the 7th day of September, 2021, amends the Participation Agreement entered into as of the 1st day of October, 2016, as amended (the “Agreement”) by and among C.M. LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of Connecticut (the “Company”), MFS VARIABLE INSURANCE TRUST, a Massachusetts business trust (“Trust I”), MFS VARIABLE INSURANCE TRUST II, a Massachusetts business trust (“Trust II”), MFS VARIABLE INSURANCE TRUST III, a Delaware statutory trust (“Trust III”), and MFS FUND DISTRIBUTORS, INC., a Delaware corporation (“MFD”).

AMENDMENT NO. 4 TO THE PARTICIPATION AGREEMENT BY AND BETWEEN GOLDMAN SACHS VARIABLE INSURANCE TRUST, GOLDMAN SACHS & CO. LLC AND
C M Life Variable Life Separate Account I • December 17th, 2021

THIS AMENDMENT is made and entered into as of the 28th day of September, 2021 and amends the Participation Agreement made and entered into as of the 1st day of November, 1999, and amended on May 1, 2000, April 15, 2001, and April 6, 2011 (the “Participation Agreement”), by and between GOLDMAN SACHS VARIABLE INSURANCE TRUST, a statutory trust formed under the laws of Delaware (the “Trust”), GOLDMAN SACHS & CO. LLC, a New York limited liability company (the “Distributor”), and C.M. LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of Connecticut (the “Company”), on its own behalf and on behalf of each separate account of the Company identified in the Participation Agreement.

12b-1 AGREEMENT
12b-1 Agreement • December 17th, 2021 • C M Life Variable Life Separate Account I

This Agreement made and entered into as of September 1, 2016 is between Massachusetts Mutual Life Insurance Company (“Company”), MML Investors Services, LLC (“MMLIS”), MML Distributors, LLC (“MMLD”) and T. Rowe Price Investment Services, Inc., (the “Distributor”) and is intended to supplement the Participation Agreement dated June 1, 1998 by, between and among the Company, certain portfolios of funds, and T. Rowe Price Investment Services, Inc. (“Participation Agreement”), as amended. All terms herein, unless otherwise defined, shall have the same meaning as used in the Participation Agreement.

SERVICE AGREEMENT
Service Agreement • December 17th, 2021 • C M Life Variable Life Separate Account I • Massachusetts

This Agreement is entered into effective as of the 28th day of September, 2021, by and between FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY LLC (“FIIOC”) and C.M. LIFE INSURANCE COMPANY (“Company”).

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FORM OF AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • December 17th, 2021 • C M Life Variable Life Separate Account I

This Amendment (the “Amendment”) to the Participation Agreement dated June 1, 1998, as amended (the “Agreement”) among T. Rowe Price Equity Series, Inc. (the “Fund(s)”), T. Rowe Price Investment Services, Inc. (the “Underwriter”), and C.M. Life Insurance Company (the “Company”), is effective as of December __, 2021.

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