0001193125-08-097333 Sample Contracts

CUSTODIAN AGREEMENT (Amended, Restated and Consolidated)
Custodian Agreement • April 30th, 2008 • MML Series Investment Fund II • Massachusetts

This Amended, Restated and Consolidated Custodian Agreement is made as of January 1, 2008 (the “Consolidated Agreement”) by and among each open-end management investment company identified on Appendix A hereto (each such open-end management investment company and each open-end management investment company made subject to this Consolidated Agreement in accordance with Section 25 below, shall hereinafter be referred to as a “Fund”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Bank”).

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SUB-ADMINISTRATION AGREEMENT (Amended, Restated and Consolidated)
Sub-Administration Agreement • April 30th, 2008 • MML Series Investment Fund II • Massachusetts

This Amended, Restated and Consolidated SUB-ADMINISTRATION AGREEMENT made as of January 1, 2008 (“Consolidated Agreement”) by and between MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a mutual life insurance company organized under the laws of Massachusetts (“MassMutual” or “Administrator”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Bank” or “Sub-Administrator”).

PARTICIPATION AGREEMENT among and MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY and and
Participation Agreement • April 30th, 2008 • MML Series Investment Fund II • Massachusetts

THIS AGREEMENT, made and entered into as of this 17th day of November, 2005, by and among Massachusetts Mutual Life Insurance Company (“MassMutual”), MML Bay State Life Insurance Company and C.M. Life Insurance Company (each a “Company” and together, the “Companies”), each on their own behalf and on behalf of each segregated asset account of each 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 MML Series Investment Fund II (“MML Trust”), an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts.

FIRST AMENDMENT TO PARTICIPATION AGREEMENT Among and MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY and and
Participation Agreement • April 30th, 2008 • MML Series Investment Fund II

The Participation Agreement made and entered into as of the 17th day of November, 2005 by and among Massachusetts Mutual Life Insurance Company (“MassMutual”), MML Bay State Life Insurance Company and C.M. Life Insurance Company, each on their own behalf and on behalf of each segregated asset account of each Company, and MML Series Investment Fund II (“MML Trust”) is hereby amended as follows:

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