MassMutual EvolutionSM Variable Annuity Issued by ... · MassMutual EvolutionSM Variable Annuity...

MassMutual EvolutionSM Variable AnnuityIssued by Massachusetts Mutual Life Insurance CompanyMassachusetts Mutual Variable Annuity Separate Account 4This prospectus describes an individual deferred variable annuity contract offered by Massachusetts Mutual Life InsuranceCompany. We no longer sell the contract. However, we continue to administer existing contracts. The contract provides foraccumulation of contract value and annuity payments on a fixed and/or variable basis. Certain features of the contract involvepayment of a credit. If you elect any of these features, your contract expenses may be higher with the feature than withoutthem. The amount of any credits may be more than offset by the charges for your elected features.

You, the contract owner, have a number of investment choices in the contract. These investment choices include three fixedaccount choices as well as the following funds which are offered through our separate account, Massachusetts Mutual VariableAnnuity Separate Account 4.

AIM Variable Insurance Funds (InvescoVariable Insurance Funds)

Invesco V.I. Diversified Dividend FundInvesco V.I. Health Care Fund 1

Invesco V.I. Technology Fund

Fidelity® Variable Insurance ProductsFund

Fidelity® VIP Contrafund® Portfolio

Ivy Variable Insurance PortfoliosIvy VIP Asset Strategy

MML Series Investment FundMML Aggressive Allocation FundMML American Funds Core Allocation

FundMML American Funds® Growth FundMML American Funds® International

FundMML Balanced Allocation FundMML Blue Chip Growth FundMML Conservative Allocation FundMML Equity Income FundMML Equity Index FundMML Focused Equity FundMML Foreign Fund

MML Fundamental Growth FundMML Fundamental Value FundMML Global FundMML Growth Allocation FundMML Growth & Income FundMML Income & Growth FundMML International Equity FundMML Large Cap Growth FundMML Managed Volatility FundMML Mid Cap Growth FundMML Mid Cap Value FundMML Moderate Allocation FundMML Small Cap Growth Equity FundMML Small Company Value FundMML Small/Mid Cap Value FundMML Total Return Bond Fund

MML Series Investment Fund IIMML Blend FundMML Equity FundMML High Yield FundMML Inflation-Protected and Income

FundMML Managed Bond FundMML Short-Duration Bond FundMML Small Cap Equity FundMML Strategic Emerging Markets Fund

MML U.S. Government Money MarketFund

Oppenheimer Variable Account FundsOppenheimer Capital Appreciation

Fund/VAOppenheimer Conservative Balanced

Fund/VA 2

Oppenheimer Discovery Mid CapGrowth Fund/VA

Oppenheimer Global Fund/VAOppenheimer Global Multi-Alternatives

Fund/VAOppenheimer Global Strategic Income

Fund/VAOppenheimer Government Money

Fund/VA 3

Oppenheimer International GrowthFund/VA

Oppenheimer Main Street Fund®/VA

PIMCO Variable Insurance TrustPIMCO CommodityRealReturn®

Strategy Portfolio

Voya Investors TrustVY® Clarion Global Real Estate

Portfolio1 Formerly known as Invesco V.I. Global Health Care Fund.2 Unavailable in contracts issued on or after 5/1/2009. For contracts issued prior to 5/1/2009, you may not allocate any new money to this fund via purchase

payments or transfers.3 Unavailable in contracts issued on or after 1/19/2008.

To learn more about the contract, you can obtain a copy of the Statement of Additional Information (SAI), dated May 1, 2018.We filed the SAI with the Securities and Exchange Commission (SEC) and it is legally a part of this prospectus. The SECmaintains a website (http://www.sec.gov) that contains the SAI, material incorporated by reference and other informationregarding companies that file electronically with the SEC. The Table of Contents of the SAI is on page 54 of this prospectus.

For a free copy of the SAI, or for general inquiries, call our Service Center at (800) 272-2216 or write to our Service Centerusing the following address: MassMutual, Document Management Services – Annuities W360, P.O. Box 9067, Springfield,MA 01102-9067. (Overnight Mail Address: MassMutual, Document Management Services – Annuities W360, 1295 StateStreet, Springfield, MA 01111-0111)

This prospectus is not an offer to sell the contract in any jurisdiction where it is illegal to offer the contract nor is it an offer tosell the contract to anyone to whom it is illegal to offer the contract.

The contract:

‰ is not a bank or credit union deposit or obligation.‰ is not FDIC or NCUA insured.‰ is not insured by any federal government agency.

‰ is not guaranteed by any bank or credit union.‰ may go down in value.‰ provides guarantees that are subject to our financial

strength and claims-paying ability.

The SEC has not approved or disapproved the contract or determined that this prospectus is accurate or complete. Anyrepresentation that it has is a criminal offense.

Please read this prospectus before investing. You should keep it for future reference. It contains important informationabout the contract.

Effective May 1, 2018

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Table of Contents

Index of Special Terms 4

Contacting the Company 5

Overview 5

Table of Fees and Expenses 7

The Company 11

Ownership of the Contract 11Owner 11Joint Owner 12Annuitant 12Beneficiary 12Beneficiary IRA 12

Age 12How We Determine Age of Annuitant, Owner

and Beneficiary 12

Additional Purchase Payments 12Allocation of Purchase Payments 13

Replacement of Life Insurance orAnnuities 14

Right to Cancel Your Contract 15

Investment Choices 15The Separate Account 15The Funds 16Addition, Removal, Closure or Substitution of

Funds 16Compensation We Receive from Funds, Advisers

and Sub-Advisers 16The Fixed Accounts 17

Contract Value 18Business Days and Non-Business Days 19

Sending Requests in Good Order 19

Transfers and Transfer Programs 20General Overview 20Transfers During the Accumulation Phase 20Limits on Frequent Trading and Market Timing

Activity 21Transfers During the Income Phase 22Asset Allocation Programs 22Transfer Programs 24

Withdrawals 25

Expenses 27Insurance Charges 27Mortality and Expense Risk Charge 27Administrative Charge 27Charges for Additional Features 27

Annual Contract Maintenance Charge 28Contingent Deferred Sales Charge (CDSC) 28Free Withdrawals 30Nursing Home Waiver Benefit 30Premium Taxes 30Transfer Fee 30Income Taxes 30Fund Expenses 31

Persistency Credit 31

Electronic Document Delivery Credit 31

The Income Phase 31Annuity Options 33

Death Benefit 34

Additional Features 38Annual Ratchet Death Benefit 38Guaranteed Minimum Accumulation Benefit

(GMAB) 39

Taxes 42

Other Information 50Distribution 50Special Arrangements 51Assignment 51Unclaimed Property 51Voting Rights 52Changes to the Contract 52Suspension of Payments or Transfers 52Termination of Contract 52Anti-Money Laundering 52Our Ability to Make Payments Under the

Contract 53Our Financial Statements 53Computer System Failures and Cybersecurity 53Legal Proceedings 53

Table of Contents of the Statement ofAdditional Information 54

Appendix A 57Condensed Financial Information 57

Appendix B – Additional Features 91Guaranteed Minimum Income Benefit (GMIB) 91Important GMIB Considerations 91GMIB 5 and GMIB 6 (MassMutual Guaranteed

Income Plus 5SM and MassMutual GuaranteedIncome Plus 6SM) 91

Basic GMIB 96Guaranteed Minimum Withdrawal Benefit

(GMWB) MassMutual Lifetime PaymentPlusSM 98

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Appendix C 104Guaranteed Minimum Withdrawal Benefit

Examples 104

Appendix D 109Guaranteed Minimum Accumulation Benefit

Examples 109

Appendix E 112MassMutual Guaranteed Income Plus 5

Examples – 2008 Version 112

Appendix F – Funds 1162008 Version: Contracts Applied for on or after

9/8/2008, Subject to State Availability 116

Appendix G – Funds 120Pre-2008 Version: Contracts Applied for Prior

to 9/8/2008 or in States Where the 2008Version Was Unavailable 120

Appendix H 124Custom Allocation Choice Select 124

Appendix I 125Custom Allocation Choice 125

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Index of Special TermsWe have tried to make this prospectus as readable and understandable for you as possible. By the very nature of the contract,however, certain technical words or terms are unavoidable. We have identified the following as some of these words or terms.The page that is indicated here is where we believe you will find the best explanation for the word or term.

Page

2008 Version 5

Accumulation Phase 5

Accumulation Unit 19

Age 12

Annuitant 12

Annuity Date 32

Annuity Options 33

Annuity Payments 32

Annuity Unit Value 33

Claims-Paying Ability 53

Contract Anniversary 92

Free Withdrawals 30

Good Order 19

Income Phase 31

Non-Qualified 42

Pre-2008 Version 5

Purchase Payment 12

Qualified 42

Separate Account 15

Service Center 5

Sub-Account 15

Tax Deferral 6

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Contacting the CompanyYou may contact us by calling the MassMutual Customer Service Center (our Service Center) at (800) 272-2216 Mondaythrough Friday between 8 a.m. and 8 p.m. Eastern Time. You may also contact us by visiting www.massmutual.com/contact-us.Additionally, you may write to our Service Center using the following address: MassMutual, Document Management Services –Annuities W360, P.O. Box 9067, Springfield, MA 01102-9067 or to our overnight mail address at MassMutual, DocumentManagement Services – Annuities W360, 1295 State Street, Springfield, MA 01111-0111.

OverviewWe no longer sell the MassMutual Evolution contract. However, we continue to administer existing contracts, and we continueto accept purchase payments to existing contracts, subject to certain restrictions. See “Additional Purchase Payments.”

2008 and Pre-2008 Versions of the Evolution Contract. This prospectus describes two versions of the Evolution contract:the 2008 Version (contracts applied for on or after 9/8/2008, subject to state availability); and the Pre-2008 Version (contractsapplied for prior to 9/8/2008 or in states where the 2008 Version was unavailable). The primary differences are disclosed in thefollowing sections: “Table of Fees and Expenses,” “Persistency Credit,” “Appendix F – Funds” and “Appendix G – Funds.”Additionally, the expenses for funds offered in the 2008 Version are generally higher than for the funds in the Pre-2008Version. See “Table of Fees and Expenses – Annual Fund Operating Expenses.”

The following is intended as a summary. Please read each section of this prospectus for additional detail.

This annuity is a contract between “you,” the owner and “us,” Massachusetts Mutual Life Insurance Company (“MassMutual”or the “Company”). The contract is intended for retirement savings or other long-term investment purposes. In exchange foryour purchase payments, we agree to pay you an income (annuity payments) when you choose to receive it. You designate thedate on which the income period begins. For the 2008 Version this date must be at least 13 months from when you purchasethe contract. For the Pre-2008 Version this date must be at least 30 days (13 months for contracts issued in New York) fromwhen you purchase the contract.

The contract has two phases – the accumulation phase and the income phase. Your contract is in the accumulation phase untilyou apply your entire contract value to an annuity option. During the accumulation phase you can apply purchase payments toyour contract and we provide a death benefit. Once you begin receiving annuity payments, your contract enters the incomephase. Subject to certain restrictions, you may participate in both phases simultaneously if you apply a portion of your contractvalue to an annuity option.

Contract Type The contract described in this prospectus is an individual deferred variable annuity. Thecontract provides for accumulation of contract value and annuity payments on a fixed and/orvariable basis.

The Prospectus and theContract

The prospectus and SAI describe all material terms and features of your contract. Certainnon-material provisions of your contract may be different than the general description in theprospectus and the SAI, and certain riders may not be available because of legal requirementsin your state. See your contract for specific variations since any such state variation will beincluded in your contract or in riders or endorsements attached to your contract.

Additional Features For an additional charge, the Annual Ratchet Death Benefit and the Guaranteed MinimumAccumulation Benefit are available for election when we issue your contract (subject to theterms and restrictions described in “Additional Features”). The contract also offers anElectronic Document Delivery Credit which provides your contract with a credit if you electelectronic delivery of your prospectus, prospectus supplements and fund annual and semi-annual reports. Electronic delivery can be elected at any time.

Death Benefits The contract offers two death benefit features during the accumulation phase: the Basic DeathBenefit or, for an additional charge, the Annual Ratchet Death Benefit. Once the incomephase commences, payments upon death may be available to beneficiaries depending on theannuity option elected. See “Death Benefit,” “Additional Features” and “The Income Phase.”

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Annuity Options We make annuity payments based on the annuity option you elect. Subject to certainrestrictions, you may elect among a number of features when you elect an annuity option.These features include, but are not limited to: duration, number of payees, payments tobeneficiaries, and whether payments will be variable and/or fixed payments. See “TheIncome Phase.”

Investment Choices You can choose to allocate your purchase payments among various investment choices. Yourchoices include the underlying funds and three fixed accounts. See “Transfers and TransferPrograms – Asset Allocation Programs.” The number of investment choices may be restrictedif you elect certain additional features. See “Investment Choices,” “Additional Features,”“Appendix F – Funds,” “Appendix G – Funds” and “Appendix B – Additional Features.”

Withdrawals Subject to certain restrictions, you may periodically make partial withdrawals of yourcontract value. If you make a full withdrawal of your contract value, all your rights under thecontract will be terminated except as noted otherwise in this prospectus. Income taxes, taxpenalties, and a contingent deferred sales charge (CDSC) may apply to any withdrawal yourequest. See “Withdrawals,” “Expenses – Contingent Deferred Sales Charge”, and “Taxes.”

Transfers Subject to certain restrictions, you may periodically transfer contract value among availableinvestment choices. See “Transfers and Transfer Programs.”

Fees Your contract value will be subject to certain fees. These charges will be reflected in yourcontract value and may be reflected in any annuity payments you choose to receive from thecontract. See “Expenses” and “Table of Fees and Expenses.”

Taxation The Internal Revenue Code of 1986, as amended (IRC), has certain rules that apply to thecontract. These tax treatments apply to earnings from the contract, withdrawals, deathbenefits and annuity options. See “Taxes.”

Tax Deferral You are generally not taxed on contract earnings until you take money from your contract.This is known as tax deferral. Tax deferral is automatically provided by tax-qualifiedretirement plans. There is no additional tax deferral provided when a variable annuitycontract is used to fund a tax-qualified retirement plan. Investors should only consider buyinga variable annuity to fund a qualified plan for the annuity’s additional features such aslifetime income payments and death benefit protection.

Right to Cancel YourContract

You have a right to examine your contract. If you change your mind about owning yourcontract, you can generally cancel it within 10 calendar days after receiving it. However, thistime period may vary by state. See “Right to Cancel Your Contract.”

Our Claims-PayingAbility

Any guarantees we make under the contract are subject to our financial strength and claims-paying ability. See “Other Information – Our Ability to Make Payments Under the Contract.”

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Table of Fees and ExpensesThe following tables describe the fees and expenses you pay when buying, owning, and surrendering the contract. In additionto other fees and expenses shown below, premium taxes may also apply, but are not reflected below.

I. The first table describes the fees and expenses that you will pay at the time that you transfer the value betweeninvestment choices, or surrender the contract. We do not deduct a sales charge when we receive a purchase payment,but we may assess a contingent deferred sales charge as noted below.

Owner Transaction Expenses Current Maximum

Transfer FeeDuring the Accumulation Phase

$0 12 free transfersper calendaryear; thereafter,$20 per transfer.

2008 Contingent Deferred Sales Charge (CDSC) 7% 7%Version 1 (as a percentage of amount withdrawn or applied to Annuity Option E)

Contingent Deferred Sales Charge Schedule

Contract Year 1 2 3 4 5 and later

Percentage 7% 6% 6% 4% 0%

Pre-2008 Contingent Deferred Sales Charge (CDSC) 7% 7%Version 1 (as a percentage of amount withdrawn or applied to Annuity Option E)

Contingent Deferred Sales Charge Schedule

Contract Year 1 2 3 4 5 6 and later

Percentage 7% 6% 6% 4% 3% 0%

1 2008 Version: contracts applied for on or after 9/8/2008, subject to state availability. Pre-2008 Version: contracts applied for prior to 9/8/2008 or in stateswhere the 2008 Version was unavailable.

II. The next table describes fees and expenses you will pay periodically during the time you own the contract, notincluding underlying fund fees and expenses.

Periodic Contract Charges Current Maximum

Annual Contract Maintenance Charge $40 $60

Separate Account Annual Expenses(as a percentage of average account value in the separate account on an annualized basis)

Maximum Separate Account Annual Expenses

Maximum (annual rate)

Elected Feature(s)

BasicDeathBenefit

BasicDeathBenefit

& GMAB

BasicDeathBenefit& BasicGMIB

AnnualRatchetDeathBenefit


& GMAB

AnnualRatchetDeathBenefit& BasicGMIB

Mortality and Expense Risk Charge 1.75% 1.75% 1.75% 1.75% 1.75% 1.75%

Administrative Charge 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%

Death Benefit Charge a 0.00% 0.00% 0.00% 0.90% 0.90% 0.90%

GMAB b or Basic GMIB c Charge N/A 1.00% 1.25% N/A 1.00% 1.25%

Total Separate Account Charges 2.00% 3.00% 3.25% 2.90% 3.90% 4.15%

a Your contract includes the Basic Death Benefit unless you elect the Annual Ratchet Death Benefit when we issue your contract.b GMAB is the Guaranteed Minimum Accumulation Benefit.c Basic GMIB is the Basic Guaranteed Minimum Income Benefit. See “Table of Fees and Expenses – Other Charges” for MassMutual Guaranteed Income

Plus 5 (GMIB 5) and MassMutual Guaranteed Income Plus 6 (GMIB 6).

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Current Separate Account Annual Expenses

For 2008 Version Contracts Issued on or after May 1, 2010(2008 Version contracts were those applied for on or after 9/8/2008, subject to state availability)

Current (annual rate)

Elected Feature(s)

BasicDeathBenefit

BasicDeathBenefit

& GMAB



& GMAB

Mortality and Expense Risk Charge 1.60% 1.60% 1.60% 1.60%

Administrative Charge 0.15% 0.15% 0.15% 0.15%

Death Benefit Charge a 0.00% 0.00% 0.40% 0.40%

GMAB b Charge N/A 0.95% N/A 0.95%

Total Separate Account Charges 1.75% 2.70% 2.15% 3.10%

For 2008 Version Contracts Issued Prior to May 1, 2010(2008 Version contracts were those applied for on or after 9/8/2008, subject to state availability)


Elected Feature(s)

BasicDeathBenefit

BasicDeathBenefit

& GMAB



& GMAB

Mortality and Expense Risk Charge 1.60% 1.60% 1.60% 1.60%

Administrative Charge 0.15% 0.15% 0.15% 0.15%

Death Benefit Charge a 0.00% 0.00% 0.40% 0.40%

GMAB b Charge N/A 0.50% N/A 0.50%

Total Separate Account Charges 1.75% 2.25% 2.15% 2.65%

For Pre-2008 Version Contracts Issued on or after September 1, 2006(Pre-2008 contracts were those applied for prior to 9/8/2008 or in states where the 2008 Version was unavailable)


Elected Feature(s)

BasicDeathBenefit

BasicDeathBenefit

& GMAB




& GMAB









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For Pre-2008 Version Contracts Issued Prior to September 1, 2006(Pre-2008 contracts were those applied for prior to 9/8/2008 or in states where the 2008 Version was unavailable)


Elected Feature(s)

BasicDeathBenefit

BasicDeathBenefit

& GMAB




& GMAB









Other Charges

Additional Features 1

Charges for these additional features are deducted from contract value, and therefore are not included in separate accountannual expenses assessed under the contract.

Current Charge (annual rate) Maximum Charge (annual rate)

Guaranteed Minimum Income Benefit

MassMutual Guaranteed Income Plus 5(GMIB 5)

0.65% of currentGMIB value


MassMutual Guaranteed Income Plus 6(GMIB 6)



Guaranteed Minimum Withdrawal BenefitMassMutual Lifetime Payment Plus

Single Life 0.60% of currentbenefit base

1.50% of currentbenefit base

Joint Life 0.85% of currentbenefit base

1.50% of currentbenefit base

1 For more information about these features, see “Appendix B – Additional Features.”

Annual Fund Operating Expenses

While you own the contract, if your assets are invested in any of the sub-accounts, you will be subject to the fees and expensescharged by the fund in which that sub-account invests. The tables below show the minimum and maximum total operatingexpenses charged by any of the funds, expressed as a percentage of average net assets, for the year ended December 31, 2017(before any waivers or reimbursements). 1 More detail concerning each fund’s fees and expenses that you may periodically becharged during the time that you own the contract is contained in each fund prospectus. Current and future expenses may behigher or lower than those shown.

2008 Version: for contracts applied for on or after 9/8/2008, subject to state availability

Charge Minimum Maximum

Total Annual Fund Operating Expenses that are deducted from fund assets, including management fees,distribution, and/or 12b-1 fees, and other expenses.

0.54% 1.75%

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Pre-2008 Version: for contracts applied for prior to 9/8/2008 or in states where the 2008 Version was unavailable

Charge Minimum Maximum

Total Annual Fund Operating Expenses that are deducted from fund assets, including management fees,distribution, and/or 12b-1 fees, and other expenses.

0.43% 1.75%

1 The fund expenses used to prepare these tables were provided to us by the funds. We have not independently verified such information provided to us byfunds that are not affiliated with us.

The information above describes the fees and expenses you pay related to the contract. For information on compensation wemay receive from the funds and their advisers and sub-advisers, see “Investment Choices – Compensation We Receive fromFunds, Advisers and Sub-Advisers.” For information on compensation we pay to broker-dealers selling the contract, see“Other Information – Distribution.”

Examples Using Current and Maximum Expenses

These Examples are intended to help you compare the cost of investing in the contract with the cost of investing in othervariable annuity contracts. These costs include contract owner transaction expenses, contract fees, separate account annualexpenses, and fund fees and expenses.

Example I assumes that you withdraw all your contract value at the end of each year shown.

Example II assumes you do not withdraw any contract value at the end of each year shown, or that you decide to begin theincome phase at the end of each year shown and we do not deduct a contingent deferred sales charge. For the 2008 Version theincome phase is not available until 13 months after you purchase your contract.

Both Example I and Example II assume:

‰ that your contract is the 2008 Version,‰ that you invest $10,000 in the contract for the time periods indicated,‰ that you allocate it to a sub-account that has a 5% gross return each year,‰ that you elected the Annual Ratchet Death Benefit and the Guaranteed Minimum Accumulation Benefit,‰ that either the current or maximum fees and expenses in the “Table of Fees and Expenses” apply, and‰ that you selected one of two sub-accounts:

1) the one that invests in the Asset Allocation Fund with the highest total operating expenses, or2) the one that invests in the Asset Allocation Fund with the lowest total operating expenses.

Examples Using Current Expenses

Based on the above assumptions, your costs would be as shown in the following table. Your actual costs may be higher orlower.

Example I Example II

Years 1 3 5 10 1 3 5 10

Sub-Account with highest total operating expenses(assumes investment in the Asset Allocation Fundwith the highest total operating expenses)

$1,062 $1,843 $2,166 $4,413 $427 $1,290 $2,166 $4,413

Sub-Account with lowest total operating expenses(assumes investment in the Asset Allocation Fundwith the lowest total operating expenses)

$1,057 $1,829 $2,143 $4,371 $422 $1,276 $2,143 $4,371

Examples Using Maximum Expenses

Based on the above assumptions, your costs would be as shown in the following table. Your actual costs may be higher orlower.

Example I Example II

Years 1 3 5 10 1 3 5 10

Sub-Account with highest total operating expenses(assumes investment in the Asset Allocation Fundwith the highest total operating expenses)

$1,138 $2,063 $2,538 $5,066 $508 $1,524 $2,538 $5,066

Sub-Account with lowest total operating expenses(assumes investment in the Asset Allocation Fundwith the lowest total operating expenses)

$1,133 $2,049 $2,516 $5,027 $504 $1,510 $2,516 $5,027

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The examples using current expenses reflect the annual contract maintenance charge of $40 as an annual charge of 0.03%. Theexamples using maximum expenses reflect the annual contract maintenance charge of $60 as an annual charge of 0.05%.

The examples do not reflect any premium taxes. However, premium taxes may apply.

The examples should not be considered a representation of past or future expenses. Your actual expenses may be higher orlower than those shown in the examples. The assumed 5% annual rate of return is hypothetical. Actual returns may be greateror less than the assumed hypothetical return.

There is an accumulation unit value history in “Appendix A – Condensed Financial Information.”

There is information concerning compensation payments we make to sales representatives in connection with the sale of thecontracts in “Other Information – Distribution.”

The CompanyIn this prospectus, the “Company,” “we,” “us,” and “our” refer to Massachusetts Mutual Life Insurance Company(MassMutual). MassMutual and its domestic life insurance subsidiaries provide individual and group life insurance, disabilityinsurance, individual and group annuities and guaranteed interest contracts to individual and institutional customers in all50 states of the U.S., the District of Columbia and Puerto Rico. Products and services are offered primarily through theCompany’s distribution channels: MassMutual Financial Advisors, Direct to Consumer, Institutional Solutions and WorkplaceSolutions.

MassMutual is organized as a mutual life insurance company. MassMutual’s home office is located at 1295 State Street,Springfield, Massachusetts 01111-0001.

Ownership of the ContractOwner

In this prospectus, “you” and “your” refer to the owner of the contract. The owner is named at the time you apply for acontract. The owner can be an individual or a non-natural person (e.g., a corporation, limited liability company, partnership orcertain other entities). We will not issue a contract to you if you have passed age 90 (age 85 for contracts issued in New York)as of the date we proposed to issue the contract. The maximum issue age for the contract and certain of its riders may bereduced in connection with the offer of the contract through certain broker-dealers. You should discuss this with yourregistered representative.

If your contract is non-qualified and owned by a non-natural person, the contract will generally not be treated as an annuity fortax purposes. This means that gain in the contract will be taxed each year while the contract is in the accumulation phase. Thistreatment is not generally applied to a contract held by a trust or other entity as an agent for a natural person. Beforepurchasing a contract to be owned by a non-natural person or before changing ownership on an existing contract that willresult in it being owned by a non-natural person, you should consult a tax adviser to determine the tax impact. See “Taxes –Non-Natural Owner.”

As the owner of the contract, you exercise all rights under the contract. On and after the annuity date, you continue as theowner. You may change the owner of a non-qualified contract at any time prior to the annuity date by sending writtenauthorization on our form, in good order, to our Service Center. However, in certain states you may not change owners withoutour approval. We will refuse or accept any requested change on a non-discriminatory basis. Please refer to your contract.Changing the owner may result in tax consequences. If you are participating in MassMutual Lifetime Payment Plus, changesto an owner (or an annuitant, if the owner is a non-natural person) may terminate the feature.

Contracts under qualified plans generally must be held by the plan sponsor or plan trustee. Except for TSAs, Keogh plans, andIRAs, an individual cannot be the owner of a contract held to fund a qualified plan. Therefore, the individuals covered by thequalified plan have no ownership rights.

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Joint Owner

Non-qualified contracts can be owned by joint owners. However, the contract cannot be jointly owned if an owner is a non-natural person, or by more than two individuals. We will use the age of the oldest joint owner to determine all applicablebenefits under the contract. We will not issue a contract to you if either proposed joint owner has passed age 90 (age 85 forcontracts issued in New York) as of the date we proposed to issue the contract. If there are joint owners, we requireauthorization from both joint owners for all transactions.

Annuitant

The annuitant is the person on whose life we base annuity payments. You designate the annuitant at the time of application.We will not issue a contract to you if the proposed annuitant has passed age 90 (age 85 for contracts issued in New York) as ofthe date we proposed to issue the contract. You may change the annuitant before the annuity date subject to our approval.However, the annuitant may not be changed on a contract owned by a non-natural person unless the contract was issued undera plan pursuant to IRC Section 401(a), 408(a), 408(b) or 408A. We will use the age of the annuitant to determine all applicablebenefits under a contract owned by a non-natural person.

Beneficiary

The beneficiary is the person(s) or entity you name to receive any death benefit. You name the beneficiary at the time ofapplication. You may change the beneficiary at any time before you die. To change an irrevocable beneficiary, we mustreceive written authorization on our form in good order at our Service Center from the irrevocable beneficiary. If you areparticipating in MassMutual Lifetime Payment Plus, changes to the beneficiary may reduce the value of the benefit.

If you are married and your contract is issued under an ERISA plan, your ability to name a primary beneficiary other than yourspouse is restricted.

Beneficiary IRA

Beneficiary, Inherited, Legacy or “Stretch” IRAs are all terms used to describe an IRA that is used exclusively to distributedeath proceeds of an IRA or other qualified investment to the beneficiary over that beneficiary’s life expectancy in order tomeet the required minimum distribution (RMD) rules. Upon the contract owner’s death under an IRA or other qualifiedcontract, a beneficiary(ies) may generally establish a Beneficiary IRA by either purchasing a new annuity contract or in somecircumstances, by electing the Beneficiary IRA payout option under the current contract. Until withdrawn, amounts in aBeneficiary IRA or other qualified contract continue to be tax deferred. Amounts withdrawn each year, including amounts thatare required to be withdrawn under the RMD rules, are subject to tax. For a list of the eligibility requirements/restrictions, see“Death Benefit – Beneficiary IRA Election.”

AgeHow We Determine Age of Annuitant, Owner and Beneficiary

In this prospectus the term “age,” except when discussed in regards to specific tax provisions, is defined as “insurance age,”which is a person’s age on his/her birthday nearest the date for which the age is being determined. This means we calculate,your age based on your nearest birthday, which could be either your last birthday or your next. For example, age 80 isgenerally the period of time between age 79 years, 6 months and 1 day and age 80 and 6 months.

Additional Purchase PaymentsWe no longer sell the MassMutual Evolution variable annuity contract. However, we do continue to administer existingcontracts, and you may continue making additional purchase payments to your contract, subject to the limits described in thissection.

The minimum amount we accepted for your initial purchase payment was:

‰ $50,000 when the contract was bought as a non-qualified contract; or‰ $15,000 if you bought the contract as part of an IRA (Individual Retirement Annuity), 401(k) or other qualified plan.

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If you exchanged another variable annuity contract, issued by us or one of our affiliated insurance companies, for the contract,then the minimum amount we accepted for an initial purchase payment was $5,000.

Effective March 25, 2009, if you applied for a contract with an election of the Guaranteed Minimum Income Benefit 5(GMIB 5) or a Guaranteed Minimum Withdrawal Benefit (GMWB) “MassMutual Lifetime Payment Plus,” the minimumamount we accepted for your initial purchase payment was $25,000 for qualified contracts and $50,000 for non-qualifiedcontracts. The GMIB 5 and GMWB were not available in contracts applied for after March 31, 2009 (subject to stateavailability).

You can make additional purchase payments to your contract. However, additional payments of less than $250 are subject toour approval.

For contracts issued on or after May 1, 2010, the maximum amount of cumulative purchase payments we accept without ourprior approval is $1.5 million.

For contracts issued prior to May 1, 2010, the maximum amount of cumulative purchase payments we accept without our priorapproval is based on your age when we issued the contract. The maximum amount is:

‰ $1.5 million up to age 75; or‰ $500,000 if older than age 75 or if the owner is a non-natural person.

For contracts issued in New Jersey, the maximum amount of cumulative purchase payments we accept is based on your age orif the owner is a non-natural person, the age of the annuitant, when we issued the contract. The maximum amount is:

‰ $2 million up to age 75; or‰ $1 million if older than age 75.

If there are joint owners, age refers to the oldest joint owner. Age is as of the nearest birthday. For example, age 80 isgenerally the period of time between age 79 years, 6 months and 1 day and age 80 and 6 months. See “Age.”

Purchase Payment Delivery. You may submit your initial purchase payment, by giving it to your registered representative.You can make additional purchase payments:

‰ by mailing your check, that clearly indicates your name and contract number, to our lockbox:

First Class MailMassMutual EvolutionAnnuity Payment ServicesMassMutual P.O. Box 74908Chicago, IL 60675-4908

Overnight MailMassMutual EvolutionAnnuity Payment Services350 North Orleans StreetReceipt & Dispatch, 8th FloorSuite 4908Chicago, IL 60654

‰ by Wire Transfer:

JP Morgan Chase BankNew York, New YorkABA #021000021MassMutual Account #323956297Ref: Annuity Contract #Name: (Your Name)

You may also send purchase payments to our Service Center. We have the right to reject any application or purchase payment.

Automatic Investment Plan (AIP). Under the AIP, you may authorize us to periodically draw funds from an account of yourchoosing (restrictions may apply) for the purpose of making subsequent purchase payments to your contract. Contact ourService Center for information regarding setting up an AIP and any restrictions regarding use of AIP.

Allocation of Purchase Payments

General Overview. When you purchased your contract, we applied your purchase payment among the investment choicesaccording to the allocation instructions you provided. If you make additional purchase payments and do not provide newallocation instructions, we will apply each according to the allocation instructions we have on record.

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We reserve the right to limit the number of investment choices that you may invest in to a maximum of 18 investment choices(including the fixed accounts) at any one time in the event administrative burdens require such a limitation.

If you are participating in a transfer program, an Asset Allocation Program, a Guaranteed Minimum Accumulation Benefit,Guaranteed Minimum Income Benefit or Guaranteed Minimum Withdrawal Benefit, allocation restrictions apply. See“Transfers and Transfer Programs,” “Additional Features – Guaranteed Minimum Accumulation Benefit,” “Appendix B –Additional Features – Guaranteed Minimum Income Benefit” and “Appendix B – Additional Features – Guaranteed MinimumWithdrawal Benefit.”

The Fixed Account. If you are participating in a Guaranteed Minimum Accumulation Benefit, Guaranteed Minimum IncomeBenefit or Guaranteed Minimum Withdrawal Benefit, you may not allocate purchase payments to The Fixed Account.Otherwise, for contracts issued after December 30, 2011, you may allocate up to 30% of each purchase payment to The FixedAccount (unless your contract was issued in Oregon). For contracts issued after October 25, 2012 in Oregon, you may allocateup to 30% of each purchase payment to The Fixed Account.

For contracts issued on or before December 30, 2011, you may allocate up to 70% of each purchase payment to The FixedAccount (unless your contract was issued in Oregon). For contracts issued on or before October 25, 2012 in Oregon, you mayallocate up to 70% of each purchase payment to The Fixed Account.

We reserve the right, upon providing you with 30 days advance notice, to change the percentage allowed, or to disallowcompletely the allocation of purchase payments to The Fixed Account.

Applying Purchase Payments. Once we receive your initial purchase payment and the necessary information in good orderat our Service Center or lockbox, we will issue your contract and apply your initial purchase payment within two businessdays. If you do not give us all of the information we need, we will notify you. When we receive all of the necessaryinformation, we will then apply your initial purchase payment within two business days. If for some reason we are unable tocomplete this process within five business days, we will either send back your money or obtain your permission to keep it untilwe receive all of the necessary information.

If you add more money to your contract by making additional purchase payments, we will credit these amounts to yourcontract on the business day we receive them and all necessary information in good order at our Service Center or lockbox. Ifwe receive your purchase payment at our Service Center or lockbox on a non-business day or after the business day closes, wewill credit the amount to your contract effective the next business day. Our business day closes when the New York StockExchange (NYSE) closes, usually 4:00 p.m. Eastern Time.

Replacement of Life Insurance or AnnuitiesA “replacement” occurs when a new policy or contract is purchased and, in connection with the sale, an existing policy orcontract is surrendered, lapsed, forfeited, assigned to the replacing insurer, otherwise terminated, or used in a financedpurchase. A “financed purchase” occurs when the purchase of a new life insurance policy or annuity contract involves the useof funds obtained from the values of an existing life insurance policy or annuity contract through withdrawal, surrender orloan.

There are circumstances in which replacing your existing life insurance policy or annuity contract can benefit you. As ageneral rule, however, replacement is not in your best interest. Accordingly, you should make a careful comparison of thecosts and benefits of your existing policy or contract and the proposed policy or contract to determine whether replacement isin your best interest. You should be aware that the person selling you the new policy or contract will generally earn acommission if you buy the new policy or contract through a replacement. Remember that if you replace a policy or contractwith another policy or contract, you might have to pay a surrender charge on the replaced policy or contract, and there may bea new surrender charge period for the new policy or contract. In addition, other charges may be higher (or lower) and thebenefits may be different.

If you purchase the contract described in this prospectus in exchange for an existing policy or contract from another company,we may not receive your initial purchase payment from the other company for a substantial period of time after we receiveyour signed application.

You should also note that once you have replaced your variable life insurance policy or annuity contract, you generally cannotreinstate it even if you choose not to accept your new variable life insurance policy or annuity contract during your “free look”

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period. The only exception to this rule would be if your previously issued contract was issued in a state that requires theinsurer to reinstate the previously surrendered policy or contract if the owner chooses to reject their new variable life insurancepolicy or annuity contract during the “free look” period.

Right to Cancel Your ContractYou have a right to examine your contract. If you change your mind about owning your contract, you can cancel it within tencalendar days after receiving it. However, this time period may vary by state. When you cancel the contract within this timeperiod, we will not assess a contingent deferred sales charge. Unless your state has other requirements you will receive backyour contract value as of the business day we receive your contract and your written request in good order at our ServiceCenter, and your contract will be terminated. If you purchase this contract as an IRA, we will return the greater of yourpurchase payments less any withdrawals you took, or the contract value. For contracts issued in New York, you will receiveyour contract value plus any previously deducted charges.

Investment ChoicesThis section discloses information about our separate account; certain fund types (asset allocation and feeder funds);compensation we receive from funds, advisers and sub-advisers; and fixed investment choices. For a brief description of thefunds which are offered through our separate account see “Appendix F – Funds” for the 2008 Version and “Appendix G –Funds” for the Pre-2008 Version.

Choose Investment Choices Appropriate for You. When electing among your available investment choices consider yourcircumstances, investment goals, financial situation and risk tolerance. After you elect investment choices for your initialpurchase payment, you should monitor and periodically re-evaluate your allocations to determine if they are still appropriate.Through the contract we offer a number of investment choices, but we do not recommend or endorse any particular investmentchoice and we do not provide investment advice. Because investment risk is borne by you, carefully consider your investmentchoice elections.

Understand the Risks Associated with Your Investment Choices. If your contract value is allocated to a fund, yourcontract value will be influenced by the investment performance of that fund. You will want to read the fund prospectus,especially the section discussing the risks of investing in the fund. We will deliver current fund prospectuses and/or currentsummary fund prospectuses to you. You may also contact our Service Center to request current fund prospectuses andsummary fund prospectuses. Summary fund prospectuses for certain funds may be unavailable.

Be Informed. Read this prospectus. Also review information about the funds: the fund prospectus, statement of additionalinformation, annual report and semiannual report.

The Separate Account

We established Massachusetts Mutual Variable Annuity Separate Account 4 (the separate account) as a separate account underMassachusetts law on July 9, 1997. The separate account is registered with the SEC as a unit investment trust under theInvestment Company Act of 1940 (1940 Act).

The separate account holds the assets that underlie the contracts, except those assets allocated to our general account. We keepthe separate account assets separate from the assets of our general account and other separate accounts. The separate account isdivided into sub-accounts, each of which invests exclusively in a single investment choice.

We own the assets of the separate account. We credit gains to, or charge losses against, the separate account, whether or notrealized, without regard to the performance of other investment accounts. The separate account’s assets may not be used to payany of our liabilities other than those arising from the contracts. If the separate account’s assets exceed the required reservesand other liabilities, we may transfer the excess to our general account. The obligations of the separate account are not ourgeneralized obligations and will be satisfied solely by the assets of the separate account.

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The Funds

The funds available as investment choices under the contract vary between contract versions. If you have the 2008 Version(contracts applied for on or after 9/8/2008, subject to state availability), the funds available under your contract are listed in“Appendix F – Funds.” If you have the Pre-2008 Version (contracts applied for prior to 9/8/2008 or in states where the 2008Version was unavailable), the funds available under your contract are listed in “Appendix G – Funds.” If your contract value isallocated to a fund, your contract value will be influenced by the investment performance of that fund.

These funds are only available to insurance company separate accounts and qualified retirement plans, are not available forpurchase directly by the general public, and are not the same as other mutual fund portfolios with very similar or nearlyidentical names and investment goals and policies that are sold directly to the public. While a fund may have many similaritiesto these other publicly available mutual funds, you should not expect the investment results of the fund to be the same as theinvestment results of those publicly available mutual funds. We do not guarantee or make any representation that theinvestment results of the funds will be comparable to the investment results of any other mutual fund, even a mutual fund withthe same investment adviser or manager.

Addition, Removal, Closure or Substitution of Funds

We have the right to change the funds offered through the contract, but only as permitted by law. If the law requires, we willalso get your approval and the approval of any appropriate regulatory authorities. Changes may only impact certain contractowners. Examples of possible changes include: adding new funds or fund classes; removing existing funds or fund classes;closing existing funds or fund classes; or substituting a fund with a different fund. New or substitute funds may have differentfees and expenses. We will not add, remove, close or substitute any shares attributable to your interest in a sub-accountwithout notice to you and prior approval of the SEC, to the extent required by applicable law. We reserve the right to transferseparate account assets to another separate account that we determine to be associated with the class of contracts to which yourcontract belongs.

Conflicts of Interest. The funds available with the contract may also be available to registered separate accounts offeringvariable annuity and variable life products of other affiliated and unaffiliated insurance companies, as well as to the separateaccount and other separate accounts of MassMutual. Although we do not anticipate any disadvantages to this, it is possible thata material conflict may arise between the interests of the separate account and one or more of the other separate accountsparticipating in the funds. A conflict may occur, for example, as a result of a change in law affecting the operations of variablelife and variable annuity separate accounts, differences in the voting instructions of the owners and payees and those of otherinsurance companies, or some other reason. In the event of a conflict of interest, we will take steps necessary to protect ownersand payees, including withdrawing the separate account from participation in the funds involved in the conflict or substitutingshares of other funds.

Compensation We Receive from Funds, Advisers and Sub-Advisers

Compensation We Receive from Advisers and Sub-Advisers. We and certain of our insurance affiliates receivecompensation from the advisers and sub-advisers to some of the funds. We may use this compensation to pay expenses that weincur in promoting, issuing, distributing and administering the contract and, providing services, on behalf of the funds, in ourrole as intermediary to the funds. The amount of this compensation is determined by multiplying a specified annual percentagerate by the average net assets held in that fund that are attributable to the variable annuity and variable life insurance productsissued by us and our affiliates that offer the particular fund (MassMutual’s variable contracts). These percentage rates differ,but currently do not exceed 0.25%. Some advisers and sub-advisers pay us more than others; some do not pay us any suchcompensation.

The compensation may not be reflected in a fund’s expenses because this compensation may not be paid directly out of afund’s assets. These payments also may be derived, in whole or in part, from the advisory fee deducted from fund assets.Contract owners, through their indirect investment in the funds, bear the costs of these advisory fees (see the funds’prospectuses for more information).

In addition, we may receive fixed dollar payments from the advisers and sub-advisers to certain funds so that the adviser andsub-adviser can participate in sales meetings conducted by MassMutual. Attending such meetings provides advisers and sub-advisers with opportunities to discuss and promote their funds. For a list of the funds whose advisers and sub-adviserscurrently pay such compensation, visit www.massmutual.com/privacy-policy/compensation-arrangements or call ourService Center at the number shown on page 1 of this prospectus.

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Compensation We Receive from Funds. We and certain of our affiliates also receive compensation from certain fundspursuant to Rule 12b-1 under the 1940 Act. This compensation is paid out of a fund’s assets and may be as much as 0.25% ofthe average net assets of an underlying fund which are attributable to MassMutual’s variable contracts. An investment in afund with a 12b-1 fee will increase the cost of your investment in this contract.

Compensation and Fund Selection. When selecting the funds that will be available with MassMutual’s variable contracts weconsider each fund’s investment strategy, asset class, manager’s reputation, and performance. We also consider the amount ofcompensation that we receive from the funds, their advisers, sub-advisers, or their distributors. The compensation that wereceive may be significant and we may profit from this compensation. Additionally, we offer certain funds through thecontract at least in part because they are managed by us or an affiliate.

The Fixed Accounts

In most states, we offer three fixed accounts: two fixed accounts for dollar cost averaging (the DCA Fixed Accounts) and TheFixed Account (collectively, the fixed accounts), as investment choices. Purchase payments allocated to the fixed accounts andtransfers to the fixed accounts become part of our general account which supports insurance and annuity obligations. Thegeneral account has not been registered under the Securities Act of 1933 (1933 Act) nor is the general account registered underthe 1940 Act because of exemptive and exclusionary provisions. Accordingly, neither the general account nor any intereststherein are generally subject to the provisions of the 1933 Act or the 1940 Act. Disclosures regarding the fixed accounts or thegeneral account, however, are subject to certain generally applicable provisions of the federal securities laws relating to theaccuracy and completeness of statements made in this prospectus. For more information about our general account see “OtherInformation – Our Ability to Make Payments Under the Contract.”

The DCA Fixed Accounts. You can only participate in one DCA Fixed Account at a time. Further, if you are participating ina DCA Fixed Account, you cannot also participate in an Asset Allocation Program, the Separate Account Dollar CostAveraging Program, the Automatic Rebalancing Program, the Interest Sweep Option, a Guaranteed Minimum AccumulationBenefit, Guaranteed Minimum Income Benefit, or Guaranteed Minimum Withdrawal Benefit.

DescriptionEach DCA Fixed Account is a fixed account from which assets are systematically transferred to any fund(s) you select. Youmay not transfer your contract value in a DCA Fixed Account to The Fixed Account. During the accumulation phase, you maychoose to have your purchase payments allocated to a DCA Fixed Account for the period of the DCA Fixed Account Term(DCA Term). Your election must be in writing.

DCA TermCurrently, you have a choice of two DCA Fixed Accounts: (a) DCA Fixed Account with a DCA Term of six months; or(b) DCA Fixed Account with a DCA Term of 12 months.

To the extent permitted by law, we reserve the right to change the duration of the DCA Terms in the future. Your DCA Termwill terminate upon payment of the death benefit. You may only participate in one DCA Fixed Account at a time.

If you elect to make an allocation to a DCA Fixed Account, but your annuity date will occur prior to the end of that DCATerm, your DCA Term will expire early. It will expire on your annuity date. We will transfer any contract value remaining inthe DCA Fixed Account on your annuity date in accordance with your DCA Fixed Account transfer instructions in effect atthat time. No amounts will remain in the DCA Fixed Account after your annuity date.

How to Participate in the DCA Fixed AccountTo participate in the DCA Fixed Account you must apply a purchase payment of $5,000 or greater to a DCA Term or provideus with evidence satisfactory to us that you will apply $5,000 or more to a DCA Term via transfer(s) from another financialinstitution. Purchase payments which originate from an annuity contract issued by us or any of our affiliates cannot beallocated to a DCA Fixed Account. We reserve the right to reject purchase payments. You cannot transfer current contractvalues into the DCA Fixed Account. The first DCA transfer will occur five business days after we receive all or a portion ofthe purchase payment into the DCA Fixed Account.

Any portion of the sum to be applied to the DCA Fixed Account that we receive after the start of the DCA Term, will be addedto the amount in the current DCA Term and will participate only in the remaining period of that DCA Term. You may applyadditional purchase payments to the current DCA term. Those additional purchase payments will be added to the amount in thecurrent DCA Term and will participate only in the remaining period of the current DCA Term.

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DCA TransfersWe make scheduled monthly transfers from the DCA Fixed Account. The first transfer will occur five business days after wereceive your payment allocated to the DCA Fixed Account and a completed DCA Fixed Account election form. You maymake a one-time transfer of your remaining contract value in the DCA Fixed Account into any of the funds prior to theexpiration of your DCA Term. Your transfer will be effective on the business day we receive, in good order, your writtenrequest or telephone request at our Service Center. Our business day closes when the NYSE closes, usually 4:00 p.m. EasternTime. If we receive your transfer request in good order at our Service Center on a non-business day or after our business daycloses, your transfer request will be effective on the next business day.

DCA WithdrawalsIf you withdraw all or a portion of your contract value during a DCA Term, we will apply our normal withdrawal provisions.

DCA FeesWe reserve the right to assess a fee for processing transactions under the DCA Fixed Account.

DCA Interest RateWe periodically set the interest rate we credit to the DCA Fixed Account. We will credit an interest rate at a rate not less thanthe minimum allowed by state law at the time we issue your contract. We reserve the right to change the guaranteed minimuminterest rate for newly issued contracts, subject to applicable state law. The interest rate you will receive for the entire DCATerm is the interest rate in effect on the date your DCA Term begins. We guarantee the interest for the full DCA Term.

The Fixed Account. For contracts issued after December 30, 2011, you may allocate up to 30% of each purchase payment toThe Fixed Account (unless your contract was issued in Oregon). For contracts issued after October 25, 2012 in Oregon, youmay allocate up to 30% of each purchase payment to The Fixed Account.

For contracts issued on or before December 30, 2011, you may allocate up to 70% of each purchase payment to The FixedAccount (unless your contract was issued in Oregon). For contracts issued on or before October 25, 2012 in Oregon, you mayallocate up to 70% of each purchase payment to The Fixed Account.

We reserve the right, upon providing you with 30 days advance notice, to change the percentage allowed, or to disallowcompletely the allocation of purchase payments to The Fixed Account. Currently, if you are participating in a GuaranteedMinimum Accumulation Benefit, Guaranteed Minimum Income Benefit, or Guaranteed Minimum Withdrawal Benefit, youmay not allocate purchase payments to The Fixed Account.

We will only exercise our right to discontinue access to The Fixed Account if the yield on investments will not support theguaranteed minimum interest rate. The guaranteed minimum interest rate is the minimum rate allowed by state law as of thedate we issue your contract. Additionally, we will not exercise this right in an unfairly discriminatory manner.

TransfersThere are specific rules limiting your ability to transfer contract value out of or into The Fixed Account. These are detailed in“Transfers and Transfer Programs.”

WithdrawalsIf you make a partial withdrawal, we will take the withdrawal amount proportionally from your contract value in yourinvestment choices as of the business day we receive your request, in good order, at our Service Center. Partial withdrawalsfrom The Fixed Account are calculated on a first-in, first-out basis, which means the oldest purchase payments are withdrawnfirst.

Interest RateYou do not participate in the investment performance of the assets in The Fixed Account. Instead, we credit your contract withinterest at a specified rate that we declare in advance. We will credit an interest rate at a rate not less than the minimumallowed by state law at the time we issue your contract. We reserve the right to change the guaranteed minimum interest ratefor newly issued contracts, subject to applicable state law.

Contract ValueYour contract value is the sum of your value in the separate account and the fixed account(s).

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Your value in the separate account will vary depending on the investment performance of the funds you choose. In order tokeep track of your contract value in the separate account, we use a unit of measure called an accumulation unit. During theincome phase of your contract we call the unit an annuity unit.

Accumulation Units. Every business day we determine the value of an accumulation unit for each of the sub-accounts.Changes in the accumulation unit value reflect the investment performance of the underlying fund as well as deductions forinsurance and other charges.

The value of an accumulation unit may go up or down from business day to business day.

The SAI contains more information on the calculation of the accumulation unit value.

When you make a purchase payment, we credit your contract with accumulation units. We determine the number ofaccumulation units to credit by dividing the amount of the purchase payment allocated to a sub-account by the value of theaccumulation unit for that sub-account. When you make a withdrawal, we deduct from your contract accumulation unitsrepresenting the withdrawal amount.

We calculate the value of an accumulation unit for each sub-account after the NYSE closes each business day. Any change inthe accumulation unit value will be reflected in your contract value.

ExampleOn Monday we receive an additional purchase payment of $5,000 from you. You have told us you want this to go to the MMLManaged Bond Fund. When the NYSE closes on that Monday, we determine that the value of an accumulation unit for theMML Managed Bond Fund is $13.90. We then divide $5,000 by $13.90 and credit your contract on Monday night with 359.71accumulation units for the MML Managed Bond Fund.

Business Days and Non-Business Days

Our business day closes when the NYSE business day closes. The NYSE business day usually closes at 4:00 p.m. EasternTime. Our non-business days are those days when the NYSE is not open for trading.

Sending Requests in Good OrderFrom time to time you may want to submit a request for transfer among investment choices, a withdrawal, a change ofbeneficiary, or some other action. We can only act upon your request if we receive it in “good order.” Contact our ServiceCenter to learn what information we require for your request to be in “good order.” Generally, your request must include theinformation and/or documentation we need to complete the action without using our own discretion to carry it out.Additionally, some actions may require that you submit your request on our form. We may, in our sole discretion, determinewhether any particular transaction request is in good order, and we reserve the right to change or waive any good orderrequirements at any time.

In addition to written requests, we may allow requests to our Service Center:

‰ by fax at (866) 329-4272,‰ by e-mail at [email protected],‰ by telephone at (800) 272-2216, or‰ by internet at www.massmutual.com/loginsc.

Fax, telephone, e-mail or internet transactions may not always be available. Fax, telephone and computer systems canexperience outages or slowdowns for a variety of reasons. These outages or slowdowns may prevent or delay our receipt ofyour request. We may make these additional methods available at our discretion. They may be suspended or discontinued atany time without notice. Not all transaction types can be requested by fax, telephone or the internet.

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Transfers and Transfer ProgramsGeneral Overview

We have the right to terminate, suspend or modify the transfer and transfer program provisions described in this prospectus.

Transfers Among Investment Choices. Generally, you can transfer all or part of your contract value among investmentchoices. However, there are restrictions that are detailed later in this section.

Transfer Requests. You can make transfers by written request, e-mail, telephone, fax, or by other means we authorize. Youmust clearly indicate the amount and investment choices from and to which you wish to transfer. We will use reasonableprocedures to confirm that instructions given to us are genuine. We may record all telephone instructions.

Transfer Effective Date. Your transfer is effective on the business day we receive your fully completed request in good orderat our Service Center. Our business day closes when the NYSE closes, usually 4:00 p.m. Eastern Time. If we receive yourtransfer request in good order at our Service Center on a non-business day or after our business day closes, your transferrequest will be effective on the next business day.

Your registered representative may provide us with instructions on your behalf involving fund transfers subject to our rulesand requirements, including the restrictions on frequent trading and market timing activities.

Transfers During the Accumulation Phase

Transfer Fee. During the accumulation phase we do not assess a transfer fee. However, we reserve the right to allow 12 freetransfers per calendar year and charge an amount of $20 per transfer in excess of 12.

Transfer Amounts. Currently, we do not restrict the amount you can transfer to a fund. However, we reserve the right torequire a minimum transfer amount equal to $1,000 or the entire amount in a fund, if less. We waive this requirement if atransfer is made due to participation in an Asset Allocation Program, the Separate Account Dollar Cost Averaging Program,the Interest Sweep Option, the DCA Fixed Accounts or the Automatic Rebalancing Program. Currently, we do not require thata minimum amount remain in a fund after you make a transfer. However, we reserve the right to require that a minimumamount of $1,000 remain in a fund after a transfer, unless you transfer the entire fund value.

Limits on Transfers. References to “The Fixed Account” pertain only to The Fixed Account and not the DCA FixedAccounts. For DCA Fixed Account transfer rules see “Investment Choices – The Fixed Accounts – The DCA Fixed Accounts.”

1) For contracts issued after December 30, 2011, we currently limit any transfer from the funds such that no transfercan cause your value in The Fixed Account to exceed 30% of your contract value (unless your contract was issued inOregon). For contracts issued after October 25, 2012 in Oregon, we currently limit any transfer from the funds suchthat no transfer can cause your value in The Fixed Account to exceed 30% of your contract value.

For contracts issued on or before December 30, 2011, we currently limit any transfer from the funds such that notransfer can cause your value in The Fixed Account to exceed 70% of your contract value (unless your contract wasissued in Oregon). For contracts issued on or before October 25, 2012 in Oregon, we currently limit any transferfrom the funds such that no transfer can cause your value in The Fixed Account to exceed 70% of your contractvalue.

We reserve the right, upon providing you with 30 days notice, to change this percentage or to disallow transfers toThe Fixed Account.

2) If your contract value in The Fixed Account is $500 or less at the time of your transfer, then you may transfer theentire amount out of The Fixed Account.

If your contract value in The Fixed Account is more than $500, then we limit the amount you can transfer out of TheFixed Account. Each contract year, we will allow you to transfer up to 30% of your contract value in The FixedAccount as of your first transfer in that contract year. The 30% can be transferred at one time, or through severaltransfers during the contract year. If you transfer 30% of your contract value in The Fixed Account for threeconsecutive contract years, in the fourth consecutive contract year you may transfer up to the entire amount in TheFixed Account, provided that you have not applied payments or transferred contract value into The Fixed Accountfrom the time the first annual transfer was made.

We measure a contract year from the anniversary of the day we issued your contract. We calculate transfers out ofThe Fixed Account on a first-in, first-out basis. In other words, we transfer amounts attributed to the oldest purchasepayments first; then we transfer amounts attributed to the next oldest purchase payment; and so on.

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3) We consider The Fixed Account and a money market fund to be “competing accounts.” Transfers betweencompeting accounts are not allowed, except as described in this paragraph. For a period of ninety days following atransfer out of a competing account, no transfers may be made into that same account or any other competingaccount. However, transfers may be made from a money market fund to The Fixed Account without regard to thecompeting account restrictions.

4) If you are participating in a transfer program, an Asset Allocation Program, a Guaranteed Minimum AccumulationBenefit, Guaranteed Minimum Income Benefit, or Guaranteed Minimum Withdrawal Benefit, additional transferrestrictions may apply. See “Transfers and Transfer Programs,” “Additional Features – Guaranteed MinimumAccumulation Benefit,” “Appendix B – Additional Features – Guaranteed Minimum Income Benefit,” and“Appendix B – Additional Features – Guaranteed Minimum Withdrawal Benefit.”

Limits on Frequent Trading and Market Timing Activity

The contract and its investment choices are not designed to serve as vehicles for what we have determined to be frequenttrading or market timing trading activity. We consider these activities to be abusive trading practices that can disrupt themanagement of a fund in the following ways:

‰ by requiring the fund to keep more of its assets liquid rather than investing them for long-term growth, resulting in lostinvestment opportunity; and

‰ by causing unplanned portfolio turnover.

These disruptions, in turn, can result in increased expenses and can have an adverse effect on fund performance that couldimpact all contract owners and beneficiaries under the contract, including long-term contract owners who do not engage inthese activities. Therefore, we discourage frequent trading and market timing trading activity and will not accommodatefrequent transfers of contract value among the funds. Organizations and individuals that intend to trade frequently and/or usemarket timing investment strategies should not purchase the contract.

We have adopted policies and procedures to help us identify those individuals or entities that we determine may be engagingin frequent trading and/or market timing trading activities. We monitor trading activity to uniformly enforce those procedures.However, those who engage in such activities may employ a variety of techniques to avoid detection. Our ability to detectfrequent trading or market timing may be limited by operational or technological systems, as well as by our ability to predictstrategies employed by contract owners (or those acting on their behalf) to avoid detection. Therefore, despite our efforts toprevent frequent trading and the market timing of funds among the sub-accounts, there can be no assurance that we will beable to identify and curtail every instance of trading of those who trade frequently or those who employ a market timingstrategy or those who act as intermediaries on behalf of such persons. Moreover, our ability to discourage and restrict frequenttrading or market timing may be limited by decisions of state regulatory bodies and court orders that we cannot predict.

In addition, some of the funds are available with variable products issued by other insurance companies. We do not know theeffectiveness of the policies and procedures used by these other insurance companies to detect frequent trading and/or markettiming. As a result of these factors, the funds may reflect lower performance and higher expenses across all contracts as aresult of undetected abusive trading practices.

If we, or the investment adviser to any of the funds available with the contract, determine that a contract owner’s transfer patternsreflect frequent trading or employment of a market timing strategy, we will allow the contract owner to submit transfer requestsby regular mail only. We will not accept other owner transfer requests if submitted by overnight mail, fax, the telephone, ourwebsite, or any other type of electronic medium. Additionally, we may reject any single trade that we determine to be abusive orharmful to the fund. Orders for the purchase of fund shares may be subject to acceptance by the fund. Therefore, we reserve theright to reject, without prior notice, any fund transfer request if the investment in the fund is not accepted for any reason.

The funds may assess a redemption fee (which we reserve the right to collect) on shares held for a relatively short period. Theprospectuses for the funds describe the funds’ frequent trading and market timing policies and procedures, which may be more or lessrestrictive than the policies and procedures we have adopted. We have entered into a written agreement, as required by SEC regulation,with each fund or its principal underwriter that obligates us to provide to the fund promptly upon request certain information about thetrading activity of individual contract owners, and to execute instructions from the fund to restrict or prohibit further purchases ortransfers by specific contract owners who violate the frequent trading or market timing policies established by the fund.

Contract owners and other persons with interests in the contracts should be aware that the purchase and redemption ordersreceived by the funds generally are “omnibus” orders from intermediaries, such as retirement plans or separate accountsfunding variable insurance contracts. The omnibus orders reflect the aggregation and netting of multiple orders fromindividual owners of variable contracts and/or individual retirement plan participants. The omnibus nature of these orders may

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limit the funds in their ability to apply their frequent trading or market timing policies and procedures. It may also require thatwe restrict or prohibit further purchases or transfers as requested by a fund on all contracts owned by a contract owner whosetrading activity under one variable contract has violated a fund’s frequent trading or market timing policy. If a fund believesthat an omnibus order reflects one or more transfer requests from contract owners engaged in frequent trading or markettiming activity, the fund may reject the entire omnibus order.

We will notify you in writing if we reject a transfer or if we implement a restriction due to frequent trading or the use ofmarket timing investment strategies. If we do not accept a transfer request, no change will be made to your allocations per thatrequest. We will then allow you to resubmit the rejected transfer by regular mail only.

Additionally, we may in the future take any of the following restrictive actions that are designed to prevent the employment ofa frequent trading or market timing strategy:

‰ not accept transfer instructions from a contract owner or other person authorized to conduct a transfer;‰ limit the number of transfer requests that can be made during a contract year; and‰ require the value transferred into a fund to remain in that fund for a particular period of time before it can be

transferred out of the fund.

We will apply any restrictive action we take uniformly to all contract owners we believe are employing a frequent trading ormarket timing strategy. These restrictive actions may not work to deter frequent trading or market timing activity.

We reserve the right to revise our procedures for detecting frequent trading and/or market timing at any time without priornotice if we determine it is necessary to do so in order to better detect frequent trading and/or market timing, to comply withstate or federal regulatory requirements, or to impose different restrictions on frequent traders and/or market timers. If wemodify our procedures, we will apply the new procedure uniformly to all contract owners.

Transfers During the Income Phase

You may make six transfers between the funds each calendar year. We will not assess a transfer fee on those transfers. Youcannot transfer from the general account to a fund, but you can transfer from one or more funds to the general account once acontract year. We currently do not restrict the amount that you can transfer. However, we reserve the right to institute aminimum transfer amount equal to $1,000 or the entire value in a fund, if less. After a transfer, the minimum amount whichmust remain in a fund is $1,000 unless you have transferred the entire value.

Asset Allocation Programs

We restrict which asset allocation programs are available to you based on your elected additional features and when yourcontract is issued.

Asset Allocation Programs and Additional Features. You must elect an asset allocation program if you are participating inthe:

1) Guaranteed Minimum Accumulation Benefit (GMAB); or2) Guaranteed Minimum Income Benefit (GMIB); or3) Guaranteed Minimum Withdrawal Benefit (GMWB).

If you are participating in one of the features listed above, we describe in this section which asset allocation programs areavailable to you.

If you are not participating in the GMIB, GMAB or GMWB, you may elect to participate in the following asset allocationprograms:

‰ Asset Allocation Funds; or‰ Custom Allocation Choice (for contracts issued prior to 5/1/2010); or‰ Directed Allocation Models. (Directed Allocation Models are only available if you were participating in a model as of

1/18/2008. If you subsequently elect a different asset allocation program, you cannot return to the DirectedAllocation Models.)

Transfers Within Asset Allocation Programs. You may make transfers as permitted within your elected asset allocationprogram and you may transfer from one asset allocation program to another (subject to availability). If you are participating inthe GMAB, GMIB or GMWB, you may make transfers outside of the asset allocation programs only if you first cancel yourelection of the GMAB, GMIB or GMWB and then make the transfer request subject to the terms and conditions described in“Transfers and Transfer Programs.”

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For Contracts Issued on or after 5/1/2010

Asset Allocation Programs Available with the GMAB. If you participate in the GMAB, you must elect one of the followingasset allocation programs:

‰ Custom Allocation Choice Select; or‰ Asset Allocation Funds (restrictions apply, see “Asset Allocation Programs – Asset Allocation Funds”).

For Contracts Issued Prior to 5/1/2010

Asset Allocation Programs Available with the GMAB, GMIB and GMWB. If you participate in the GMAB, GMIB orGMWB you must elect one of the following asset allocation programs:

‰ Custom Allocation Choice Select (only available with GMAB); or‰ Custom Allocation Choice; or‰ Asset Allocation Funds (restrictions apply, see “Asset Allocation Programs – Asset Allocation Funds”); or‰ Directed Allocation Models. (Directed Allocation Models are unavailable with GMWB. Additionally, Directed

Allocation Models are only available if you were participating in a model as of 1/18/2008. If you subsequently elect adifferent asset allocation program, you cannot return to the Directed Allocation Models.)

Custom Allocation Choice Select. You may only elect Custom Allocation Choice Select if you are participating in GMAB.If you elect Custom Allocation Choice Select, you must allocate your contract value within the Custom Allocation ChoiceSelect parameters. The parameters are the minimum and maximum that may be allocated to each style of investment choiceoffered through Custom Allocation Choice Select. Periodically, we will rebalance your contract value so that it continues tofollow the parameters. You can elect that the rebalancing occur quarterly, annually or semiannually during each calendar year.If you do not make an election, rebalancing will occur quarterly. See “Appendix H” for Custom Allocation Choice Selectparameters and investment choices. Participation in Custom Allocation Choice Select does not assure a profit and does notprotect you against loss in a declining market. We will terminate your participation in Custom Allocation Choice Select:

‰ if you apply your full contract value to an annuity option;‰ if you withdraw the total contract value;‰ upon payment of the death benefit; or‰ if you request that we end the program (in writing or by telephone).

Custom Allocation Choice. If you elect Custom Allocation Choice, you must allocate your contract value within the CustomAllocation Choice parameters. The parameters are the minimum and maximum that may be allocated to each style ofinvestment choice offered through the contract. Periodically, we will rebalance your contract value so that it continues tofollow the parameters. You can elect that the rebalancing occur quarterly, annually or semi-annually during each calendaryear. If you do not make an election, rebalancing will occur quarterly. Custom Allocation Choice parameters and investmentchoices are shown in “Appendix I.” Participation in Custom Allocation Choice does not assure a profit and does not protectyou against loss in a declining market. We will terminate your participation in Custom Allocation Choice:


Asset Allocation Funds. If you are participating in a GMAB, GMIB or GMWB, you can fulfill our requirement that youparticipate in an asset allocation program, by allocating all of your contract value to one of our asset allocation funds. Whileparticipating in this program you can make transfers by moving your full contract value from one asset allocation fund to another.

The funds are as follows:

‰ MML Aggressive Allocation Fund

The MML Aggressive Allocation Fund is not available as an investment choice if you are participating inMassMutual Guaranteed Income Plus 6 or MassMutual Lifetime Payment Plus. Additionally, this fund isunavailable if your contract was issued on or after 4/15/2009 and you are participating in MassMutual GuaranteedIncome Plus 5 or the Guaranteed Minimum Accumulation Benefit.

‰ MML American Funds Core Allocation Fund‰ MML Balanced Allocation Fund‰ MML Conservative Allocation Fund‰ MML Growth Allocation Fund

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The MML Growth Allocation Fund is not available as an investment choice if your contract was issued on or after5/1/2010 and you are participating in the Guaranteed Minimum Accumulation Benefit.

‰ MML Moderate Allocation Fund

If you are not participating in a GMAB, GMIB or GMWB, you may allocate a portion or all of your contract value to any ofthese funds.

Directed Allocation Models. If you elect a directed allocation model (model), the model you elect will determine whichinvestment choices your contract value is invested in and how much of your contract value is allocated to each investmentchoice. The directed allocation models are static models which means the underlying investment allocations within each modelwill not change over time.

Participation in a model does not assure a profit and does not protect you against loss in a declining market. We will rebalanceyour contract value each calendar year quarter so it continues to follow your elected model strategy. Contract value in thefixed accounts will not be rebalanced. For a detailed description of the available models, contact our Service Center or yourregistered representative.

While participating in a model you may transfer your contract value by changing models. If you do submit a transfer requestother than a request to change your model, we will terminate your participation in the directed allocation models and notifyyou of the termination.

An exception to this is if you transfer contract value from The Fixed Account into a fund or funds. In this case we will notcancel your participation in the directed allocation models.

Additionally, we will terminate your participation in the directed allocation models:


If you transfer out of the directed allocation models, they are no longer available for you to re-elect after 1/18/2008.

Transfer Programs

For detailed rules and restrictions pertaining to these programs and instructions for electing a program contact ourService Center.

Overview. We currently offer the following transfer programs:

1) Separate Account Dollar Cost Averaging Program;2) Automatic Rebalancing Program; and3) Interest Sweep Option.

‰ These programs are only available during the accumulation phase of your contract.‰ You may only participate in one of these programs at any one time.‰ You may not participate in these programs if you have a current election of a DCA Fixed Account, an Asset Allocation

Program, a Guaranteed Minimum Accumulation Benefit, Guaranteed Minimum Income Benefit, or GuaranteedMinimum Withdrawal Benefit.

‰ We do not charge you for participation in these programs.

Separate Account Dollar Cost Averaging Program. This program allows you to systematically transfer a set amount orpercentage from a selected fund to any of the other funds. By allocating amounts on a regular schedule as opposed to allocatingthe total amount at one particular time, you may be less susceptible to the impact of market fluctuations. Dollar cost averagingdoes not assure a profit and does not protect you against loss in declining markets. Since dollar cost averaging involvescontinuous investment in securities regardless of fluctuating price levels of such securities, you should consider your financialability to continue the program through periods of fluctuating price levels.

Your Separate Account Dollar Cost Averaging Program will terminate:

‰ if you withdraw the total contract value;‰ upon payment of the death benefit;

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‰ if the last transfer you selected has been made;‰ if there is insufficient contract value in the source fund to make the transfer; or‰ if we receive from you, in good order, a written request or a request over the telephone to terminate the program prior

to the next scheduled transfer date.

Automatic Rebalancing Program. Over time, the performance of each fund may cause your allocation to shift from youroriginal allocation. You can direct us to automatically rebalance your contract value allocated to the funds in order to return toyour original percentage allocations by selecting our Automatic Rebalancing Program. Contract value allocated to the fixedaccounts cannot participate in the Automatic Rebalancing Program.

This program will terminate:

‰ if you withdraw the total contract value;‰ upon payment of the death benefit;‰ if we receive from you, in good order, a written request or a request over the telephone to terminate the program; or‰ if we receive any unscheduled transfer request.

Interest Sweep Option. Under this program, we will automatically transfer earnings from your contract value in The FixedAccount to any one fund or combination of funds that you select. By allocating these earnings to the funds, you can pursuefurther growth in the value of your contract through more aggressive investments. However, the Interest Sweep Option doesnot assure a profit and does not protect against loss in declining markets.

This program will terminate:

‰ if, as the result of a withdrawal, you no longer have contract value in The Fixed Account;‰ if, at time of transfer, no interest is available for transfer (for example, if the interest earned is required to cover

contract related charges or has been part of a partial withdrawal);‰ upon payment of the death benefit; or‰ if we receive from you, in good order, a written request or a request over the telephone to terminate the program prior

to the next scheduled transfer date.

WithdrawalsYour ability to take a withdrawal may be restricted by certain provisions of the Internal Revenue Code. Furthermore, if yourcontract is issued under a qualified plan, your ability to take a withdrawal may be restricted by your plan documents. Incometaxes, tax penalties, a contingent deferred sales charge and certain restrictions may apply to any withdrawal you make.

During the accumulation phase you may make either partial or full withdrawals of your contract value.

We take any partial withdrawal proportionally from your contract value in your selected investment choices. We reserve theright to limit you to one partial withdrawal per contract year.

When a partial withdrawal is made from a contract, we reflect the withdrawal as a reduction to the value of the contract’s deathbenefit and to any elected Guaranteed Minimum Accumulation Benefit or Guaranteed Minimum Income Benefit. We may alsoreflect it as a reduction to any elected Guaranteed Minimum Withdrawal Benefit. We describe the impact of withdrawals undereach feature’s description. Where we reflect a reduction as a percentage of contract value withdrawn, the benefit may bereduced by more than the actual dollar amount of the withdrawal. The reduction will be greater when the value of your contractinvestment choices is lower due to market performance or other variables.

When making a partial withdrawal you must withdraw at least $100. After you make a partial withdrawal we require you tokeep at least $2,000 in your contract. If your partial withdrawal is a required minimum distribution we do not require aminimum contract value following that partial withdrawal. We reserve the right to change these amounts. If you areparticipating in a Guaranteed Minimum Withdrawal Benefit, GMIB 5 or GMIB 6, we do not require a minimum contract valuefollowing a partial withdrawal.

If you withdraw your full contract value, the contract terminates and does not provide a death benefit, a Guaranteed MinimumAccumulation Benefit or the Basic GMIB. However, the Guaranteed Minimum Withdrawal Benefit, GMIB 5 and GMIB 6features may still provide a benefit if you make a full withdrawal. See “Appendix B – Additional Features – GuaranteedMinimum Withdrawal Benefit” and “Appendix B – Additional Features – GMIB 5 and GMIB 6.”

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When you make a full withdrawal you will receive the value of your contract:

‰ less any applicable contingent deferred sales charge;‰ less any applicable premium tax;‰ less any contract maintenance charge, and‰ less any purchase payments we credited to your contract that have not cleared the bank, until they clear the bank.

Requests in Writing. To request a withdrawal in writing, submit in good order to our Service Center, our partial surrender orfull surrender form. If your withdrawal involves an exchange or transfer of assets to another financial institution, we alsorequire a “letter of acceptance” from the financial institution.

Requests by Other Means. You may request certain partial and full withdrawals by other means we authorize such as e-mail,telephone or fax. Contact our Service Center for details.

Withdrawal Effective Date. For written requests, your withdrawal is effective on the business day we receive, in good order,at our Service Center:

a) our partial surrender or full surrender form; andb) if applicable, a “letter of acceptance.”

If we receive this item(s) at our Service Center on a non-business day or after our business day closes, your withdrawal requestwill be effective on the next business day. For e-mail, telephone or fax requests, your withdrawal is effective on the businessday we receive your communication in good order, provided it is received prior to the close of business. For communicationsreceived after the close of the business day, your withdrawal will be effective on the next business day.

Delivery of Withdrawal Amount. We will pay any withdrawal amount within seven days of the withdrawal effective date,unless we are required to suspend or postpone withdrawal payments. See “Other Information – Suspension of Payments orTransfers.”

We will pay any full or partial withdrawal to the qualified plan trustee or plan administrator, if you purchased your contractunder a tax-qualified retirement plan, a non-qualified deferred compensation plan or a deferred compensation plan for atax-exempt organization. The only exceptions are for required minimum distribution payments and for withdrawals fromindividually-owned qualified contracts.

Systematic Withdrawal Program. For detailed rules and restrictions pertaining to this program and instructions for electingthe program contact our Service Center. The Systematic Withdrawal Program (SWP) allows you to set up automatic periodicwithdrawals from your contract value. We do not charge you for participation in the SWP. We will take any withdrawal underthis program proportionally from your contract value in your selected investment choices. You may not participate in the SWPif you elected the Nursing Home Waiver Benefit and we are currently waiving the contingent deferred sales charge inaccordance with that benefit. Your SWP will terminate:

‰ if you withdraw your total contract value;‰ if the next systematic withdrawal will lower your contract value below the minimum contract value we allow following

a partial withdrawal, unless your withdrawal is a minimum required distribution;‰ if the MassMutual Guaranteed Income Plus 5 or MassMutual Guaranteed Income Plus 6 are in effect and your next

systematic withdrawal will cause withdrawals in the current contract year to exceed the current contract year interestcredited on your GMIB value;

‰ if the MassMutual Lifetime Payment Plus is in effect and your next systematic withdrawal will cause withdrawals inthe current contract year to exceed the Guaranteed Lifetime Withdrawal Amount or the Guaranteed WithdrawalAmount;

‰ if we receive, in good order, a notification of the owner’s death;‰ if we receive, in good order, a notification of the annuitant’s death if the owner is a non-natural person;‰ if we process the last withdrawal you selected;‰ if you apply your full contract value to an annuity option; or‰ if we receive from you, in good order, a written request or request over the telephone to terminate the program any time

before or on the next withdrawal date.

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ExpensesThis section describes the charges and deductions we make under the contract to compensate us for the services and benefitswe provide, costs and expenses we incur and risks we assume. We may profit from the charges deducted and we may use anysuch profits for any purpose, including payment of distribution expenses. These charges and deductions reduce the return onyour investment in the contract. These charges and expenses are:

Insurance Charges

Each business day we deduct our insurance charges from the assets of the separate account. We do this as part of ourcalculation of the value of the accumulation units and the annuity units. The insurance charge has two parts:

1) the mortality and expense risk charge; and2) the administrative charge.

Mortality and Expense Risk Charge

For the 2008 Version (contracts applied for on or after 9/8/2008, subject to state availability) the mortality and expense riskcharge is equal, on an annual basis, to 1.60% of the daily value of the assets invested in each fund, after fund expenses arededucted. For the Pre-2008 Version (contracts applied for prior to 9/8/2008 or in states where the 2008 Version wasunavailable) the percentage is 1.40%. We may increase this charge at any time while you own the contract, but the charge willnever exceed 1.75%.

This charge is for:

‰ the mortality risk associated with the insurance benefits provided, including our obligation to make annuity paymentsafter the annuity date regardless of how long all annuitants live, the death benefits, and the guarantee of rates used todetermine your annuity payments during the income phase;

‰ the expense risk that the current charges will be insufficient to cover the actual cost of administering the contract.

If the current mortality and expense risk charge is not sufficient to cover the mortality and expense risk, we will bear the loss.If this is the case, we may raise the mortality and expense risk charge in order to restore profitability. In no case will we raisethe charge above the guaranteed amount. If the amount of the charge is more than sufficient to cover the mortality and expenserisk, we will make a profit on the charge. We may use this profit for any purpose, including the payment of marketing anddistribution expenses for the contract.

Administrative Charge

This charge is equal, on an annual basis, to 0.15% of the daily value of the assets invested in each fund, after fund expenses arededucted. We assess this charge, together with the annual contract maintenance charge, to reimburse us for all the expensesassociated with the administration of the contract and the separate account. Some of these expenses are: preparation of thecontract, confirmations, annual reports and statements, maintenance of contract records, personnel costs, legal and accountingfees, filing fees, and computer and systems costs. We may increase this charge at any time while you own the contract, but thecharge will never exceed 0.25%.

Charges for Additional Features

Annual Ratchet Death Benefit Charge. If you select the Annual Ratchet Death Benefit, we will assess a charge. Eachbusiness day we deduct the charge from the assets of the separate account. We do this as part of our calculation of the value ofthe accumulation units. This charge is equal, on an annual basis, to 0.40% of the daily value of the assets invested in eachfund, after fund expenses are deducted. We may increase this charge at any time while you own the contract, but the chargewill never exceed 0.90%.

Guaranteed Minimum Accumulation Benefit Charge. If you elect the Guaranteed Minimum Accumulation Benefit, we willassess a charge. Each business day while the feature is in effect we deduct the charge from the assets of the separate account. Wedo this as part of our calculation of the value of the accumulation units. This charge is equal, on an annual basis, to a percentageof the daily value of the assets invested in each fund, after fund expenses are deducted. The charge varies by contract issue date:0.95% (for contracts issued on or after 5/1/2010); 0.50% (for contracts issued on or after 9/1/2006 and prior to 5/1/2010); 0.40%(for contracts issued prior to 9/1/2006). We may increase this charge at any time while you own the contract, but the charge willnever exceed 1.00%. If you elect to discontinue the Guaranteed Minimum Accumulation Benefit and its associated benefit, thecharge will be discontinued on the business day we receive our form in good order at our Service Center.

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Guaranteed Minimum Income Benefit Charge

2008 Version and Pre-2008 Version MassMutual Guaranteed Income Plus 5 (GMIB 5). If you elected GMIB 5, we willdeduct a charge from your contract value in the funds. The charge is equal, on an annual basis, to 0.65% of the GMIB value asof the date we deduct the charge. We may increase this charge at any time while you own the contract, but the charge willnever exceed 1.50%. We will deduct the charge for GMIB 5 quarterly in arrears while the feature remains in effect,commencing on the first quarter of your first contract year. Should you apply your full contract value to an annuity option,cancel this feature or fully surrender your contract, the final charge for this feature will occur on the immediately precedingcontract year quarter.

2008 Version and Pre-2008 Version MassMutual Guaranteed Income Plus 6 (GMIB 6). If you elected GMIB 6, we willdeduct a charge from your contract value in the funds. The charge is equal, on an annual basis, to 0.80% of the GMIB value asof the date we deduct the charge. We may increase this charge at any time while you own the contract, but the charge willnever exceed 1.50%. We will deduct the charge for GMIB 6 quarterly in arrears while the feature remains in effect,commencing on the first quarter of your first contract year. Should you apply your full contract value to an annuity option,cancel this feature or fully surrender your contract, the final charge for this feature will occur on the immediately precedingcontract year quarter.

Basic GMIB. If you elected the Basic GMIB, we will assess a charge. Each business day until you apply your full contractvalue to an annuity option or cancel the feature, we deduct the charge from the assets of the separate account. We do this aspart of our calculation of the value of the accumulation units. This charge is equal, on an annual basis, to 0.65% of the dailyvalue of the assets invested in each fund, after fund expenses are deducted. We may increase this charge at any time while youown the contract, but the charge will never exceed 1.25%. If you elect to discontinue the Basic GMIB, the charge will bediscontinued on the business day we receive our form in good order at our Service Center. If you apply your full contract valueto an annuity option, the charge will be discontinued on your annuity start date. The contract rider describing this Basic GMIBrefers to the GMIB Value as the Guaranteed Annuitization Value or the Guaranteed Minimum Income Benefit.

Guaranteed Minimum Withdrawal Benefit MassMutual Lifetime Payment Plus Charge. If you elected MassMutualLifetime Payment Plus, we will deduct a charge from your contract value in the funds. The charge is equal, on an annual basisto a percentage of the benefit base as of the date the charge is deducted. We may increase this charge at any time while youown the contract, but the charge will never exceed 1.50%. We will deduct the charge quarterly in arrears while the featureremains in effect, commencing on the first quarter of your first contract year. Should you enter the settlement phase, applyyour full contract value to an annuity option, cancel this feature or fully surrender your contract, the final charge for thisfeature will occur on the immediately preceding contract year quarter. Currently, the charge is as follows: MassMutualLifetime Payment Plus – Single Life 0.60%; MassMutual Lifetime Payment Plus – Joint Life 0.85%.

Annual Contract Maintenance Charge

At the end of each contract year, we deduct $40 from your contract value in the funds as an annual contract maintenancecharge. The actual amount we deduct may vary by state. We assess this charge, together with the administrative charge, toreimburse us for all the expenses associated with the administration of the contract and the separate account. Some of theseexpenses are: preparation of the contract, confirmations, annual reports and statements, maintenance of contract records,personnel costs, legal and accounting fees, filing fees, and computer and systems costs. We may increase this charge at anytime while you own the contract, but the charge will never exceed $60. If we increase this charge, we will give you 90 daysprior notice. Subject to state regulations, we will deduct the annual contract maintenance charge proportionately from yourcontract value invested in the funds.

If you make a full withdrawal from your contract, we will deduct the full annual contract maintenance charge. If your contractenters the income phase on a date other than its contract anniversary, we will deduct a pro rata portion of the charge.

Contingent Deferred Sales Charge (CDSC)

We do not deduct a sales charge when we receive a purchase payment. However, we may assess a contingent deferred salescharge on the amount you withdraw that exceeds the free withdrawal amount and the amount you apply to Annuity Option E.We use this charge to cover certain expenses relating to the sale of the contract. The charge is a percentage of the amount youwithdraw or apply to an annuity option.

If we assess a contingent deferred sales charge, we will deduct it from the amount you withdraw or apply to Annuity Option E.

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The amount of the charge depends on:

1) the amount you withdraw or apply to Annuity Option E; and2) the length of time between when we issued your contract and when you make a withdrawal or apply a portion or all

of your contract value to Annuity Option E.

The contingent deferred sales charge is assessed as follows:

2008 Version: for contracts applied for on or after 9/8/2008, subject to state availability

Contract Year When Withdrawal is Made or ContractValue is Applied to Annuity Option E

Charge(as a percentage of amount withdrawn

or applied to Annuity Option E)

1st Year 7%

2nd Year 6%

3rd Year 6%

4th Year 4%

5th Year and thereafter 0%

Pre-2008 Version: for contracts applied for prior to 9/8/2008or in a state where the 2008 Version was unavailable

Contract Year When Withdrawal is Made or ContractValue is Applied to Annuity Option E

Charge(as a percentage of amount withdrawn

or applied to Annuity Option E)

1st Year 7%

2nd Year 6%

3rd Year 6%

4th Year 4%

5th Year 3%

6th Year and thereafter 0%

In addition to the free withdrawals described later in this section, we will not impose a contingent deferred sales charge underthe following circumstances.

‰ Upon payment of the death benefit.‰ On amounts withdrawn as Required Minimum Distributions (RMDs), to the extent they exceed the free withdrawal

amount. In order to qualify for this exception you must be participating in a systematic withdrawal program establishedfor the payment of RMDs, under which the annual RMD is calculated by us, based solely on the fair market value ofthe contract (RMD program). If you choose to take withdrawals to satisfy your RMD for the contract outside of ourRMD program, or if you choose to take withdrawals from the contract to satisfy your RMD(s) for other qualifiedassets, CDSC may apply.

‰ Upon application of the contract value to any Single Life or Joint and Survivor Life Annuity Option, or to a PeriodCertain Annuity of at least ten years.

‰ If you redeem “excess contributions” from a plan qualifying for special income tax treatment. These types of plans arereferred to as Qualified Plans, including Individual Retirement Annuities (IRAs). We look to the Internal RevenueCode for the definition and description of excess contributions.

‰ When the contract is exchanged for another variable annuity contract issued by us or one of our affiliated insurancecompanies, of the type and class which we determine is eligible for such an exchange. A contingent deferred salescharge may apply to the contract received in the exchange. A reduced contingent deferred sales charge schedule mayapply under the contract if another variable annuity contract issued by us or one of our affiliated insurance companiesis exchanged for the contract. Exchange programs may not be available in all states. We have the right to modify,suspend or terminate any exchange program any time without prior notification. If you want more information aboutour current exchange programs, contact your registered representative or us at our Service Center.

‰ If you are eligible for waiver of the contingent deferred sales charge due to your election of the Nursing Home WaiverBenefit.

‰ If you apply your entire contract value to purchase a single premium immediate life annuity or a fixed deferred annuityissued by us or one of our affiliates.

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‰ On any withdrawals made or amounts applied to an annuity option when you reach the latest permitted annuity date foryour contract.

Free Withdrawals

In your first contract year, you may withdraw, without incurring a contingent deferred sales charge, up to 10% of yourpurchase payments reduced by any free withdrawal amount previously taken during the contract year. Beginning in the secondcontract year, you may withdraw up to 10% of your contract value as of the end of the previous contract year, plus 10% of anypurchase payment received in the current contract year, reduced by any free withdrawal amount previously taken during thecurrent contract year. You may take the 10% in multiple withdrawals each contract year.

Nursing Home Waiver Benefit

Also known in certain states as the Nursing Home Waiver of Contingent Deferred Sales Charge Rider.

Subject to state availability, you may withdraw all or a portion of your contract value without incurring a contingent deferredsales charge if we receive written confirmation in good order at our Service Center that you (or an annuitant, if the owner is anon-natural person) have been admitted to a licensed nursing care facility after your purchase of this contract subject to thefollowing requirements:

‰ You are past your first contract year.‰ If you resided in a licensed nursing care facility within two years prior to contract issue, the benefit is not available to

you; however, for contracts issued in New York, if the waiver is unavailable to you for this reason, you willautomatically become eligible two years following the date of discharge from a licensed nursing care facility.

‰ Your stay in a licensed nursing care facility is prescribed by a physician and is medically necessary.‰ You provide us with written documentation satisfactory to us that confirms that you still reside in a licensed nursing

care facility every time you request a partial withdrawal.‰ You make each withdrawal request while you are presently confined in a licensed nursing care facility for a period of

not less than 90 days.

If we are currently waiving the contingent deferred sales charge in accordance with this feature, you may not participate in thesystematic withdrawal program.

We define a licensed nursing care facility to be an institution licensed by the state in which it is located to provide skillednursing care, intermediate nursing care or custodial nursing care.

There is no additional charge for the Nursing Home Waiver Benefit.

Premium Taxes

Some states and other governmental entities charge premium taxes or similar taxes. We are responsible for the payment ofthese taxes and will make a deduction from your contract value for them. Some of these taxes are due when your contract isissued, others are due when annuity payments begin. Currently we do not charge you for these taxes until you begin receivingannuity payments or you make a full withdrawal. We may discontinue this practice and assess the charge when the tax is due.Premium taxes generally range from 0% to 3.5%, depending on the state.

Transfer Fee

During the accumulation phase we do not assess a transfer fee. However, we reserve the right to allow 12 free transfers percalendar year and charge an amount of $20 per transfer in excess of 12.

During the income phase, we allow six transfers each calendar year and they are not subject to a transfer fee.

Income Taxes

We will deduct from the contract any income taxes which we incur because of the operation of the separate account. At thepresent time, we are not making any such deductions. We will deduct any withholding taxes required by law.

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Fund Expenses

The separate account purchases shares of the funds at net asset value. The net asset value of each fund reflects expensesalready deducted from the assets of the fund. Such expenses include investment management fees and other expenses and mayinclude acquired fund fees and expenses. For some funds, expenses may also include 12b-1 fees to cover distribution and/orcertain service expenses. When you select a fund as an investment choice, that fund’s expenses will increase the cost of yourinvestment in the contract. See each fund’s prospectus for more information regarding these expenses.

Persistency CreditIf you purchase a 2008 Version of the Evolution contract (contracts applied for on or after 9/8/2008, subject to stateavailability) we will calculate and apply a persistency credit in the amount of 0.20% of your contract value invested in thefunds. We will apply the credit proportionately to your contract value in the funds that you are invested in as of the date wecalculate the credit.

‰ If your contract is issued in connection with one of our internal variable annuity exchange programs, then we willcalculate and apply the credit on the last day of your first contract year and each subsequent contract year.

‰ If your contract is not issued as just described, then we will calculate and apply the credit on the last day of your tenthcontract year and each subsequent contract year.

Electronic Document Delivery CreditWe will provide an annual $24 credit to your contract on your contract anniversary if you are participating in our e-DocumentsProgram as of your contract anniversary. Participation in our e-Documents Program will provide you with documents relatedto your contract in an electronic format rather than paper format. Examples of these documents include the prospectus,prospectus supplements, and annual and semiannual reports of the underlying funds.

For instructions on how to participate, call our Service Center.

We will pay the electronic document delivery credit from the expense savings that will result from the delivery of documentsrelated to the contract in electronic format rather than paper format. We will apply this credit on your contract anniversaryproportionally to the funds that you are invested in on that date. If you are not invested in any of the funds when we apply thecredit, we will automatically apply the credit to a money market fund.

The electronic document delivery credit may be subject to the assessment of a contingent deferred sales charge uponwithdrawal or if you elect to receive an annuity payment.

You may discontinue your participation in our e-Documents Program at any time if you wish to receive these documents inpaper format rather than electronic format.

We reserve the right to continue, modify or terminate this credit feature at any time.

The Income PhaseOverview. If you want to receive regular income from your contract, you may elect to apply all or part of your contract valueto one of the annuity options described in this section and receive fixed and/or variable annuity payments. We may baseannuity payments on the age and sex of the annuitant(s) under all options except Annuity Option E. We may require proof ofage and sex before annuity payments begin.

If your contract value is less than $2,000 on the annuity date, we reserve the right to pay you a lump sum rather than a series ofannuity payments. If any annuity payment is less than $100 ($20 for contracts issued in New York), we reserve the right tochange the payment basis to equivalent less frequent payments.

Applying Part of Your Contract Value to an Annuity Option. You may elect to apply part of the contract value from yourqualified or non-qualified contract to an annuity option instead of your full contract value. We will treat the amount applied asa withdrawal of contract value that may qualify for favorable tax treatment under federal law. See “Taxes – PartialAnnuitization.” You must specify the portion of your contract value to be applied to an annuity option, and if it is not the fullcontract value, the amount must be at least $10,000.

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We currently do not restrict the number of times in a contract year that you can elect to apply part of your contract value to anannuity option. However, we reserve the right to limit the number of times that you can elect to apply part of your contractvalue to an annuity option to once a contract year.

If you choose to apply part of your contract value to an annuity option, there may be adverse tax consequences. For additionalinformation, see “Taxes – Partial Annuitization.” Before you apply part of your contract value to an annuity option, youshould consult a qualified tax professional and discuss the tax implications associated with such a transaction. We donot provide tax advice or recommendations.

Electronic Funds Transfer and Annuity Payments. You may receive annuity payments by electronic funds transfer (EFT).However, we only allow an EFT of your annuity payments to one account. When you set up an EFT, the account number youprovide to us must be used for all annuity payments you receive from the contract and from any other contract we or ouraffiliates may issue to you. You may change the account number at any time.

Annuity Payment Start Date. You can choose the day, month and year in which annuity payments begin. This date must bethe 1st through 28th day of the month. We call that date the annuity date. For the 2008 Version this date must be at least 13months from when you purchase the contract. For the Pre-2008 Version this date must be at least 30 days (13 months forcontracts issued in New York) after you purchase your contract. You may choose your annuity date when you purchase yourcontract. After you purchase your contract you can request an earlier annuity date by notifying us in writing at least 30 daysbefore the annuity date. You can request that we delay your annuity date by notifying us in writing or by telephone any timebefore or on the annuity date.

Annuity payments must begin by the earlier of:

1) the 100th birthday of the annuitant;2) your 100th birthday if you are not the annuitant or the 100th birthday of the oldest joint owner; or3) the latest date permitted under state law.

Electing an Annuity Option. On the annuity date, we must have written instructions in good order at our Service Centerregarding your annuity option choice including whether you want fixed and/or variable payments.

If on the annuity date we do not have your instructions, we will assume you elected Option B with ten years of payments guaranteed.We will use contract value in the funds and the DCA Fixed Account, if any, to provide a variable portion of each annuity paymentand contract value in The Fixed Account, if any, to provide a fixed portion of each annuity payment. If your contract is a qualifiedcontract, we may default you to a different annuity option in order to comply with requirements applicable to qualified plans.

Required Minimum Distributions for Tax-Qualified Contracts. In order to avoid adverse tax consequences, you should beginto take distributions from your contract no later than the beginning date required by the IRC. These distributions can bewithdrawals or annuity payments. The distributions should be at least equal to the minimum amount required by the InternalRevenue Service (IRS) or paid through an annuity option that complies with the required minimum distribution rules of IRCSection 401(a)(9). If your contract is an individual retirement annuity, the required beginning date is no later than April 1 of thecalendar year after you reach age 701⁄2. For qualified plans, that date is no later than April 1 of the calendar year following thelater of: the year you reach age 701⁄2 or the year in which you retire. The option of deferring to retirement is not available if youare a 5% or greater owner of the employer sponsoring your qualified plan.

Fixed Annuity Payments. If you choose fixed payments, the payment amount will not vary. The payment amount willdepend upon the following:

‰ the value of your contract on the annuity date;‰ the annuity option you elect;‰ the age and sex of the annuitant or joint annuitants, if applicable;‰ the minimum guaranteed payout rates associated with your contract;‰ the deduction of a contingent deferred sales charge (may be deducted under Annuity Option E only); and‰ the deduction of premium taxes, if applicable.

In most states, if the single premium immediate annuity rates offered by MassMutual on the annuity date are more favorablethan the minimum guaranteed rates listed in your contract, those rates will be used.

For a discussion of how fixed payments are calculated if you apply your GMIB value to an annuity option see “Appendix B –Additional Features – Guaranteed Minimum Income Benefit.”

Variable Annuity Payments. If you choose variable payments, the payment amount will vary with the investmentperformance of the funds. The first payment amount will depend on the following:

‰ the value of your contract on the annuity date;

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‰ the annuity option you elect;‰ the age and sex of the annuitant or joint annuitants, if applicable;‰ the minimum guaranteed payout rates associated with your contract;‰ an assumed investment rate (AIR) of 4% per year;‰ the deduction of a contingent deferred sales charge (may be deducted under Annuity Option E only); and‰ the deduction of premium taxes, if applicable.

Future variable payments will depend on the performance of the funds you elected. If the actual performance on an annualizedbasis exceeds the 4% assumed investment rate plus the deductions for expenses, your annuity payments will increase.Similarly, if the actual rate is less than 4% annualized plus the amount of the deductions, your annuity payments will decrease.

For a discussion of whether variable payments are available if you apply your GMIB value to an annuity option, when you canapply your GMIB value to an annuity option and how such variable payments would be calculated see “Appendix B –Additional Features – Guaranteed Minimum Income Benefit.”

Annuity Unit Values. In order to keep track of the value of your variable annuity payment, we use a unit of measure calledan annuity unit. The value of your annuity units will fluctuate to reflect the investment performance of the funds you elected.We calculate the number of your annuity units at the beginning of the income phase. During the income phase, the number ofannuity units will not change unless you make a transfer; make a withdrawal as permitted under certain annuity options; or youelect an annuity option with reduced payments to the survivor and those payments to the survivor commence. The insurancecharge applied as part of the calculation of the annuity unit value will be the insurance charge assessed at the time you applyall or part of your contract value to an annuity option. The SAI contains more information on how annuity payments andannuity unit values are calculated.

Annuity Options. The available annuity options are listed in this section in the Annuity Options table. We may consent toother plans of payment in addition to those listed. After annuity payments begin, you cannot change the annuity option, thefrequency of annuity payments, or make withdrawals, except as described under Annuity Option E.

Limitations on Annuity Options. If you purchased the contract as a tax-qualified contract, the Internal Revenue Code mayimpose restrictions on which annuity option you may elect. Furthermore, if your contract is issued under an ERISA plan, andyou are married when your contract enters the income phase, your ability to elect certain annuity options may be limited and/or require spousal consent.

Annuity Options

We may consent to other plans of payment in addition to those listed, including a Joint and Last Survivor Annuity withPeriod Certain.

Lifetime Contingent Options (variable and/or fixed payments)

Annuity Option ALife Income

Annuity Option BLife Income withPeriod Certain

Annuity Option CJoint and Last Survivor

Annuity

Annuity Option DJoint and 2/3 Survivor

Annuity

Number ofAnnuitants

One One Two Two

Length ofPayment

Period

For as long as theannuitant lives.

For a guaranteed periodof either 5, 10 or 20years or as long as theannuitant lives,whichever is longer.

For as long as eitherannuitant lives.

For as long aseither annuitantlives.

AnnuityPayments After

Death

None. All payments endupon the annuitant’sdeath.

When the annuitant dies,if there are remainingguaranteed payments, thebeneficiary may elect tocontinue receivingremaining guaranteedpayments or thebeneficiary may elect alump sum payment equalto the commuted value ofthe remaining guaranteedannuity payments.

100% of the paymentwill continue during thelifetime of the survivingannuitant. No paymentswill continue after thedeath of both annuitants.

Payments willcontinue duringthe lifetime ofthe survivingannuitant andwill be computedon the basis oftwo-thirds of theannuity payment(or units) ineffect during thejoint lifetime. Nopayments willcontinue afterthe death of bothannuitants.

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Non-Lifetime Contingent Options (variable and/or fixed payments)Annuity Option E

Period Certain Annuity

Number ofAnnuitants

One

Length ofPayment

Period

For a specified period no less than five years and no greater than 30 years.

WithdrawalOption/Switch

AnnuityOption

If, after you begin receiving payments, you would like to receive all or part of the commutedvalue of the remaining guaranteed payments under this annuity option at any time, you mayelect to receive it in a lump sum or have it applied to another annuity option. If you so elect,your future payments will be adjusted accordingly.

ContingentDeferred Sales

Charge

In most states, we will deduct a contingent deferred sales charge if you apply all or a part ofyour contract value to this option and the period certain is less than 10 years. If it is permitted inyour state, but we do not deduct a contingent deferred sales charge at that time, we will deduct acontingent deferred sales charge if you subsequently request a commuted lump sum payment toyourself or a commuted value to apply to another annuity option.

AnnuityPayments After

Death

When the annuitant dies, if there are remaining guaranteed payments, the beneficiary may electto continue receiving remaining guaranteed payments or the beneficiary may elect a lump sumpayment equal to the commuted value of the remaining guaranteed annuity payments. We willnot deduct a contingent deferred sales charge.

Death BenefitDeath of Contract Owner During the Accumulation Phase. If you, or any joint owner, die during the accumulation phase,we will pay a death benefit to the primary beneficiary. If any joint owner dies, we will treat the surviving joint owner as theprimary beneficiary and treat any other beneficiary designation, on record at the time of death, as a contingent beneficiary,unless both joint owners have submitted a written request to our Service Center, in good order, requesting otherwise.

Your beneficiary may request that the death benefit be paid under one of the death benefit options. If your contract is a non-qualified contract or is held as a traditional IRA (including SEP and SIMPLE IRAs) or Roth IRA and your surviving spouse isthe sole primary beneficiary, he or she may elect to become the owner of the contract with contract value equal to the deathbenefit amount payable subject to certain restrictions. See “Death Benefit – Death Benefit Payment Options During theAccumulation Phase.”

Death Benefit Amount During the Accumulation Phase. The death benefit amount depends upon the death benefit featurein effect at the time of your death (or the annuitant’s death, if the owner is a non-natural person). The contract offers two deathbenefit features: the Basic Death Benefit or, for an additional charge, the Annual Ratchet Death Benefit.

For detail regarding the Annual Ratchet Death Benefit see “Additional Features – Annual Ratchet Death Benefit.”

You may only select one death benefit feature and you cannot change your selection once we issue your contract. If you do notselect a death benefit feature when we issue your contract, the death benefit feature under your contract will be the BasicDeath Benefit.

Basic Death Benefit (Version 9/1/07). For contracts applied for on or after 9/1/2007, subject to state availability.

The death benefit paid will be the amount calculated (and adjusted for any applicable charges) as of the business day wereceive proof of death and election of the payment method in good order at our Service Center. From the time the death benefitis determined until complete distribution is made, any amount in a sub-account will be subject to investment risk. As a result,the death benefit amount may increase or decrease over time. The risk is borne by the beneficiary(ies).

If you are under age 76 when we issue your contract, the death benefit is the greater of your contract value, or your purchasepayments reduced by an adjustment for withdrawals and any applicable charges.

We calculate the adjustment for withdrawals as follows:

‰ the withdrawal amount, including any applicable charges;‰ divided by your contract value immediately prior to the withdrawal; with the result‰ multiplied by the most recently adjusted purchase payments.

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The death benefit may be reduced by more than the actual dollar amount of the withdrawal. The reduction will be greater whenthe value of your contract is lower due to market performance or other variables.

If you have elected the Guaranteed Minimum Withdrawal Benefit, any portion of a withdrawal that exceeds the GuaranteedLifetime Withdrawal Amount or, if applicable, the Guaranteed Withdrawal Amount, will result in a proportional adjustmentfor withdrawals as just described. However, any portion of a withdrawal that is not in excess of the Guaranteed LifetimeWithdrawal Amount or Guaranteed Withdrawal Amount, if applicable, or which is part of a required minimum distribution wecalculate under an automatic distribution program, will reduce the death benefit on a dollar for dollar basis. See “Appendix B –Additional Features – Guaranteed Minimum Withdrawal Benefit.”

If you are age 76 or over when we issue your contract, the value of the Basic Death Benefit is your contract value as ofthe business day we receive proof of death and election of the payment method in good order at our Service Center.

If there are joint owners of the contract, we will use the age of the oldest joint owner to determine the death benefit amount. Ifthe contract is owned by a non-natural person, we will use the age of the annuitant to determine the death benefit amount.

We consider requests to apply part of your contract value to an annuity option as a withdrawal for purposes of calculating thedeath benefit amount.

References to Age. Age is as of the nearest birthday. For example, age 80 is generally the period of time between age 79 years,6 months and 1 day and age 80 and 6 months. See “Age.”

Basic Death Benefit. For contracts applied for prior to 9/1/2007 also available to all contracts issued in states where BasicDeath Benefit (Version 9/1/07) was not available.


Prior to you reaching age 80, the death benefit is the greater of your contract value, or your purchase payments reduced by anadjustment for withdrawals and any applicable charges. We calculate the adjustment for withdrawals as follows:

‰ the withdrawal amount, including any applicable charges;‰ divided by your contract value immediately prior to the withdrawal; with the result‰ multiplied by the most recently adjusted purchase payments.


At age 80 and beyond, the value of the Basic Death Benefit is your contract value as of the business day we receiveproof of death and election of the payment method in good order at our Service Center.

If there are joint owners of the contract, we will use the age of the oldest joint owner to determine the death benefitamount. If the contract is owned by a non-natural person, we will use the age of the annuitant to determine the deathbenefit amount.


References to Age. Age is as of the nearest birthday. For example, age 80 is generally the period of time between age 79 years,6 months and 1 day and age 80 and 6 months. See “Age.”

Death Benefit Payment Options During the Accumulation Phase. The availability of certain death benefit options may belimited for tax-qualified contracts in order to comply with the required minimum distribution rules.

A beneficiary must elect to receive the death benefit under one of the following options, in the event you die during theaccumulation phase:

‰ Option 1 – lump sum payment of the death benefit within five years of the date of death; or

‰ Option 2 – payment of the death benefit under an annuity option over the lifetime of the beneficiary or over a periodnot extending beyond the life expectancy of the beneficiary with distribution beginning within one year of the dateof your death or the death of any joint owner.

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Additional Option for a Spouse Who is the Sole Primary BeneficiaryA surviving spouse who is the sole primary beneficiary under a contract that is either non-qualified or is held as a traditionalIRA (including SEP and SIMPLE IRAs) or Roth IRA may elect option 1, option 2, or may elect to continue the contract.Generally, if the contract is continued then:

1) the initial value will equal the death benefit amount;2) all applicable contract features and benefits will be in the surviving spouse’s name; and3) the surviving spouse will exercise all of the contract owner’s rights under the contract.

Exceptions are as follows:

a) if at the time the owner purchased the contract the surviving spouse was over the maximum contract issue age, thenthe contract cannot be continued;

b) if at the time the owner purchased the contract the surviving spouse was over the maximum allowable age forelecting a certain feature, then the feature is not available for continuance, but the contract may be continued.

We further limit the surviving spouse’s rights applicable to continuing any elected Guaranteed Minimum Withdrawal Benefit,see “Appendix B – Additional Features – Guaranteed Minimum Withdrawal Benefit – Payment of the Contract’s DeathBenefit and MassMutual Lifetime Payment Plus.”

If the sole primary beneficiary is a domestic partner or civil union partner, as defined under applicable state laws, we will treathim or her as a spouse for this provision, and he or she may elect to continue the contract as described herein. However, adomestic partner or civil union partner cannot elect to continue the contract if it is a traditional IRA or Roth IRA. Since currentfederal tax law does not define a spouse to include a domestic partner or civil union partner, such domestic partner or civilunion partner who elects to continue the contract must still meet the distribution requirements of IRC Section 72(s). In order tomeet these requirements, the amount of any gain in the contract will become subject to income tax at the time the election tocontinue the contract is made.

The right to continue the contract by a surviving spouse, a domestic partner, or a civil union partner can only be exercised oncewhile the contract is in effect.

See “Taxes – Civil Unions and Domestic Partnerships” if you are in a domestic partnership or civil union.

Lump Sum Payment. If a lump sum payment is requested, we will pay the amount within seven calendar days after wereceive proof of death and election of the payment method in good order at our Service Center, unless we are required tosuspend or delay payment.

Benefit Management Account. For lump sum payments of at least $10,000, your beneficiary may elect to receive the deathbenefit by establishing an interest-bearing draft account called the Benefit Management Account (BMA). We periodically setthe interest rate we credit to the BMA. That rate will not be less than the minimum guaranteed interest rate provided under theBMA. We will send a draftbook to the beneficiary who will have access to all the monies in the account, including interest, bywriting a draft for all or part of the proceeds. Our drafts are similar to checks. The minimum draft amount is $250. If theaccount balance falls below $1,000, the BMA will be closed automatically and a check for the remaining balance, includinginterest, will be sent to the beneficiary. The beneficiary may close the BMA at any time. No deposits may be paid into theBMA. The BMA is part of our general account and is subject to the claims of our creditors. The BMA is not a bank account orbank deposit and is not insured by the Federal Deposit Insurance Corporation. We may make a profit on amounts left in theBMA. If the contract has been assigned, the BMA is not available for the assignee’s portion of the death benefit. The BMAmay not be available in all states. We reserve the right to make changes in the terms and conditions of the BMA. Election ofthe BMA shall be treated as an election of a lump sum for tax reporting purposes under IRC Section 72(s) or 401(a)(9). Anyinterest paid on amounts in the BMA is taxable as ordinary income in the year such interest is credited.

Beneficiary IRA Election. Beneficiary, Inherited, Legacy or “Stretch” IRAs are all terms used to describe an IRA that is usedexclusively to distribute death proceeds of an IRA or other qualified investment to the beneficiary over that beneficiary’s lifeexpectancy in order to meet the required minimum distribution (RMD) rules. Upon the contract owner’s death under an IRA orother qualified contract, a beneficiary(ies) may generally establish a Beneficiary IRA by either purchasing a new annuitycontract or in some circumstances, by electing the Beneficiary IRA payout option under the current contract. Until withdrawn,amounts in a Beneficiary IRA or other qualified contract continue to be tax deferred. Amounts withdrawn each year, includingamounts that are required to be withdrawn under the RMD rules, are subject to tax.

Eligibility Requirements/Restrictions:If a beneficiary(ies) elects to establish a Beneficiary IRA after the death of the contract owner, the following rules apply:

‰ Any withdrawals under a new Beneficiary IRA contract in excess of the RMD may be subject to a contingent deferredsales charge as indicated by the terms of the contract purchased.

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‰ For existing annuity contracts with single beneficiaries issued by us or one of our affiliates, the beneficiary will havethe option of electing a Beneficiary IRA payout option under the current contract or establishing a Beneficiary IRA bypurchasing a new annuity contract issued by us or one of our affiliates. Should the beneficiary decide to elect theBeneficiary IRA payout option under the current contract, any withdrawals in excess of the RMD will not be subject toa contingent deferred sales charge.

‰ For existing annuity contracts with multiple beneficiaries issued by us or one of our affiliates, a beneficiary wishing toestablish a Beneficiary IRA funded by an annuity contract issued by us or one of our affiliates must purchase anew annuity contract.

‰ The source of funds to be invested must be from a traditional IRA, SEP IRA, SIMPLE IRA, Beneficiary IRA, TSA,401(a) or a Qualified Employee Plan (includes Pension Plan, Money Purchase Pension Plan, Profit Sharing Plan,Keogh (HR10), Target Benefit Plan).

‰ Joint ownership of a Beneficiary IRA is not allowed.‰ The annuity contract will be titled in the beneficiary’s name as beneficiary for the deceased contract owner. The

beneficiary must be the annuitant and the annuitant cannot be changed.‰ For non-spousal Beneficiary IRAs, RMDs must begin by December 31st of the year following the year of the date of

the contract owner’s death. For spousal Beneficiary IRAs, RMDs may be deferred until the year the original ownerwould have attained age 70 ½. The RMD amount will generally be calculated based on the beneficiary’s lifeexpectancy and will be withdrawn on a proportional basis from all investment accounts in which funds are invested. Ifthe original contract owner died after attaining age 70 ½ and was younger than the beneficiary, the RMD amount maybe calculated based on the original contract owner’s life expectancy in the year of his or her death. If there is aBeneficiary IRA previously established with another carrier and an RMD is required in the current calendar year, wewill process the RMD. If however, an RMD is not required in the current calendar year, an RMD will not be processeduntil the year it is required.

‰ The contract value at time of issue will be equal to either the death benefit that would have been payable to thebeneficiary if a lump sum distribution had been elected, or the contract value of an existing Beneficiary IRA that isbeing transferred to a new MassMutual annuity.

‰ Additional contributions cannot be applied to the Beneficiary IRA.‰ Upon the death of the annuitant of the Beneficiary IRA, a death benefit, under the terms of the contract, will be paid to

the succeeding beneficiary in a lump sum or over the annuitant’s remaining life expectancy as determined by theapplicable IRS table.

‰ If a Beneficiary IRA is established under a new or existing contract described in this prospectus, the following optionalfeatures are unavailable: the Guaranteed Minimum Accumulation Benefit, the Guaranteed Minimum WithdrawalBenefit, the Basic Guaranteed Minimum Income Benefit (Basic GMIB) and the Guaranteed Minimum Income Benefitscalled MassMutual Guaranteed Income Plus 5 (GMIB 5) and MassMutual Guaranteed Income Plus 6 (GMIB 6).

Previously, the GMIB 5 and GMIB 6 were available if a Beneficiary IRA was established with a new annuity contractthat offered the GMIB 5 and GMIB 6. If a Beneficiary IRA was established with a new annuity contract and the GMIB5 or GMIB 6 was elected, the owner of that contract should understand how withdrawals in the contract may affect thefeature benefits. For example, RMDs that exceed the current contract year interest earned on the GMIB value willreduce the GMIB value on a pro-rata basis. If a beneficiary established a Beneficiary IRA with a GMIB 5 or GMIB 6,the IRS may take the position that the inclusion of these benefits will not allow the contract to meet the RMD rules incertain instances without a complete surrender of the contract. Even if the RMD rules could be met, the value of eitherthe GMIB 5 or GMIB 6 may be adversely impacted or eliminated if the beneficiary is required to commence RMDsprior to the time the GMIB 5 or GMIB 6 benefit could be exercised.

‰ If the beneficiary is a trust, a Beneficiary IRA may only be established if the trust qualifies as a “see-through” trust. Forsee-through trusts, required minimum distributions must be calculated based upon the life expectancy of the oldest trustbeneficiary and the oldest trust beneficiary must be the annuitant. In order to be a see-through trust, the trust must bevalid under state law and be irrevocable, and all beneficiaries, current and future, must be identifiable from the trustinstrument. If any beneficiary of the trust is not an individual, the trust is not a see-through trust and cannot establish aBeneficiary IRA.

‰ Additional rules may apply. Please consult your registered representative for further information.‰ We have the right to modify, suspend or terminate the Beneficiary IRA program at any time without prior notification.‰ A Beneficiary IRA may only be established by the beneficiary of the IRA owner/qualified plan participant whose death

triggered the RMD requirements of IRC Section 401(a)(9). A Beneficiary IRA may not be established as a “secondgeneration” Beneficiary IRA by a successor beneficiary.

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Beneficiaries should consult a qualified tax adviser for advice prior to establishing a Beneficiary IRA.

Death of Contract Owner During the Income Phase. If you or the joint owner dies during the income phase, but theannuitant is still alive, we will pay the remaining payments under the annuity option elected at least as rapidly as under themethod of distribution in effect at the time of your death. If you, or any joint owner, die during the income phase, the primarybeneficiary will become the owner. If any joint owner dies, we will treat the surviving joint owner as the primary beneficiaryand treat any other beneficiary designation, on record at the time of death, as a contingent beneficiary, unless both joint ownershave submitted a written request to our Service Center, in good order, requesting otherwise.

Death of Annuitant. If the annuitant, who is not the owner or joint owner, dies during the accumulation phase, you can namea new annuitant subject to our approval. If you do not name an annuitant within 30 calendar days of the death of the annuitant,the oldest owner will become the annuitant. However, if the owner is a non-natural person we will treat the death of theannuitant as the death of the owner, and you may not name a new annuitant. You cannot name a new annuitant on contractvalue that has been applied to an annuity option. Upon the death of the annuitant on or after the annuity date, the deathbenefit, if any, is as specified in the annuity option elected. We will pay death benefits at least as rapidly as under themethod of distribution in effect at the annuitant’s death.

Additional FeaturesAnnual Ratchet Death Benefit

When we issue your contract, for an additional charge, you can elect the Annual Ratchet Death Benefit as a replacement forthe Basic Death Benefit which is the standard death benefit for the contract.


If you elect the Annual Ratchet Death Benefit the death benefit will be the greatest of:

1) your contract value; or2) the amount of purchase payments you have made to the contract reduced by an adjustment for withdrawals; or3) the highest anniversary value reduced by an adjustment for withdrawals and increased by any purchase payments.

The Highest Anniversary Value. When we issue your contract, your initial highest anniversary value is equal to your initialpurchase payment.

On each contract anniversary prior to age 80 the highest anniversary value will be recalculated and set to equal the greater of:

a) the most recently calculated highest anniversary value; orb) your contract value on the date of the recalculation.

Age 80 refers to the oldest owner’s age or, if the owner is a non-natural person, the oldest annuitant’s age.

On dates other than the contract anniversary, we will re-calculate the highest anniversary value each time you make a purchasepayment or a withdrawal. We will increase it by any purchase payments and reduce it by an adjustment for any withdrawals.

At age 80 and above, the highest anniversary value will no longer change and will remain as last calculated except wewill increase it if you make subsequent purchase payments and we will adjust it for any subsequent withdrawals. Age80 refers to the oldest owner’s age or, if the owner is a non-natural person, the oldest annuitant’s age.

References to Age. Age is as of the nearest birthday. For example, age 80 is generally the period of time between age79 years, 6 months and 1 day and age 80 and 6 months. See “Age.”

Adjustment for Withdrawals. When we adjust purchase payments for subsequent withdrawals we look at the withdrawalamount, divide it by your contract value just prior to the withdrawal and then multiply that by the most recently adjustedpurchase payments prior to the withdrawal.

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When we adjust the highest anniversary value for subsequent withdrawals we look at the withdrawal amount, divide it by yourcontract value just prior to the withdrawal and then multiply that by the most recently calculated highest anniversary value.

When we adjust purchase payments for subsequent withdrawals, if you have elected a Guaranteed Minimum WithdrawalBenefit, any portion of a withdrawal that exceeds the Guaranteed Lifetime Withdrawal Amount or, if applicable, theGuaranteed Withdrawal Amount, will result in a proportional adjustment for withdrawals as just described. However, anyportion of a withdrawal that is not in excess of the Guaranteed Lifetime Withdrawal Amount or Guaranteed WithdrawalAmount, if applicable, or which is part of a required minimum distribution we calculate under an automatic distributionprogram, will reduce the purchase payments on a dollar for dollar basis. See “Appendix B – Additional Features – GuaranteedMinimum Withdrawal Benefit.”


Cost of the Annual Ratchet Death Benefit. If you elect the Annual Ratchet Death Benefit, we will assess a charge. Eachbusiness day we deduct the charge from the assets of the separate account. This charge is equal, on an annual basis, to 0.40%of the daily value of the assets invested in each fund, after fund expenses are deducted. We may increase this charge at anytime while you own the contract, but the charge will never exceed 0.90%.

Guaranteed Minimum Accumulation Benefit (GMAB)

What is the GMAB? If you elect the GMAB, we guarantee that at the end of your benefit period your contract value willequal no less than a specified amount called the GMAB value. The GMAB may provide protection in the event of lowercontract values that may result from the investment performance of the contract.

If you elect the GMAB, you must choose one of two available benefit periods: the 10 year benefit period with reset option orthe 20 year benefit period. You may only make this choice at the time your contract is issued.

10 Year Benefit Period with Reset Option. You may elect a 10 year benefit period with an option to reset. This benefitperiod will initially end upon your 10th contract anniversary, with the option to reset the benefit period as of your 2nd contractanniversary and each subsequent contract anniversary up to and including the end of the benefit period.

The Reset Option. The option to reset means that on your 2nd contract anniversary, and each subsequent contract anniversarywhile a benefit period is in effect, you may elect to:

a) start your 10 year benefit period over again. For example, if you reset as of your 2nd contract anniversary, your 10year benefit period will end on your 12th contract anniversary; and

b) reset your GMAB value so it equals your contract value as of the close of the NYSE at the end of the last businessday prior to the contract anniversary on which you elect to reset.

If you want to apply the reset option to your upcoming contract anniversary, you must submit a written request in good orderto our Service Center within 60 calendar days prior to the close of the NYSE on that contract anniversary. If we receive yourrequest outside of the 60 day window, your request will not be implemented.

If you request a reset and on the date we are to implement the reset your contract value is less than the current GMAB value,the reset will not occur and the existing benefit period and GMAB value will remain in place.

After you reach age 90 (age 80 for contracts issued in New York), the reset option is no longer available to you.

If we issued your contract prior to September 12, 2005, and you elected the GMAB feature when your contract was issued,your 10 year GMAB feature will remain the same except now it will include the reset option.

20 Year Benefit Period. You may elect a 20 year benefit period (26 year benefit period for contracts issued in New York).This option does not include a reset feature and it is not available in contracts issued prior to September 12, 2005.


Allocation Restrictions. If you elect the GMAB, you must participate in an approved Asset Allocation Program. See“Transfers and Transfer Programs – Asset Allocation Programs.”

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If you elect the GMAB, you cannot participate in the Separate Account Dollar Cost Averaging Program, the Interest SweepOption, a DCA Fixed Account or the Automatic Rebalancing Program. Additionally, you cannot make allocations to thefixed accounts.

Additional Restrictions. If you elect the GMAB, you may not elect a Guaranteed Minimum Income Benefit or theGuaranteed Minimum Withdrawal Benefit.

Eligibility for the GMAB Value. You will be eligible to receive the GMAB value if:

1) you elected the GMAB at time of contract issue and you do not cancel the GMAB;2) you remain in your contract until the end of your benefit period and do not enter the income phase before the end of

your benefit period; and3) you participated in an approved Asset Allocation Program at the time of contract issue, and remain in the program

until the end of your benefit period (see “Transfers and Transfer Programs – Asset Allocation Programs”).

If you elect the GMAB, but items 2 and 3 are not met, you will not be eligible to receive the GMAB value, even though you havepaid for the feature. At the end of your benefit period the GMAB will terminate. No benefits or charges will accrue thereafter.

How Do We Calculate the GMAB Credit and the GMAB Value? If we have never applied a reset, then your GMAB creditequals the difference between:

A) your contract value at the end of the benefit period; andB) the GMAB value.

If you elected the 10 year benefit period the GMAB value equals your purchase payments made to the contract prior toyour second contract anniversary adjusted for withdrawals.

If you elected the 20 year benefit period (26 year benefit period for contracts issued in New York) the GMABvalue equals the amount of purchase payments you made to the contract during the first two contract years multiplied bytwo and adjusted for withdrawals.

If B is greater than A, then we will credit your contract value with the difference. If B is equal to or less than A, we will notcredit your contract value.

If any purchase payments were made after the first two contract years, then we adjust the calculation by determining whatpercentage of all purchase payments were made in the first two contract years and then we multiply A by that percentage. See“Appendix D – Guaranteed Minimum Accumulation Benefit Examples – Example 4.”

If we previously applied a reset, then your GMAB credit equals the difference between:

X) your contract value at the end of the benefit period; andY) the GMAB Value. The GMAB Value equals your contract value as of the most recent reset adjusted for subsequent

withdrawals.

If Y is greater than X, then we will credit your contract value with the difference. If Y is equal to or less than X, we will notcredit your contract value.

If any purchase payments were made after the most recent reset, we multiply X by the following percentage:

i) your contract value as of the most recent reset; divided byii) your contract value as of the most recent reset plus any subsequent purchase payments.

Adjustment for WithdrawalsFor all benefit periods, the adjustment for withdrawals is calculated as follows:

‰ the withdrawal amount, including any applicable charges; divided by‰ your contract value immediately prior to the withdrawal; with the result multiplied by‰ the most recently calculated GMAB value.

The GMAB value may be reduced by more than the actual dollar amount of the withdrawal. The reduction will be greaterwhen the value of your contract is lower due to market performance or other variables.

We consider requests to apply part of your contract value to an annuity option as a withdrawal for purposes of calculating theGMAB value.

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What Happens at the End of the Benefit Period? At the end of the benefit period, we calculate the GMAB value and theGMAB credit. We credit your contract value if the GMAB credit is greater than zero. Any credit to your contract value will beapplied the first business day after the end of the benefit period.

At the end of the benefit period your election of the GMAB terminates with no benefits or charges accruing thereafter.

For additional information see “Appendix D – Guaranteed Minimum Accumulation Benefit Examples.”

Payment of Any Credit. Any credit paid due to your election of GMAB will be applied proportionally to the funds you areinvested in when we apply the credit. If you are not invested in any funds at that time, we will automatically apply the credit toa money market fund. Electing GMAB does not guarantee a credit will be paid.

Cost of the GMAB. If you elect the GMAB, we will assess a charge. Each business day while the feature is in effect, wededuct the charge from the assets of the separate account. This charge is equal, on an annual basis, to a percentage of the dailyvalue of the assets invested in each fund, after fund expenses are deducted. The charge varies by contract issue date: 0.95%(for contracts issued on or after 5/1/2010); 0.50% (for contracts issued on or after 9/1/2006 and prior to 5/1/2010); and 0.40%(for contracts issued prior to 9/1/2006). We may increase this charge at any time while you own the contract, but the chargewill never exceed 1.00%. There is no additional charge for the reset option on the 10 year GMAB feature. At the end of thebenefit period the charge will be discontinued. If you elect to discontinue the GMAB and its associated benefit, the charge willbe discontinued when we receive your request in good order at our Service Center.

How to Elect the GMAB. To elect the GMAB, you must:

‰ elect the GMAB at the time your contract is issued; and‰ elect to participate in an approved Asset Allocation Program (see “Transfers and Transfer Programs – Asset

Allocation Programs”).

Additionally, at the time we issue your contract, you must meet the age requirements as follows:

To elect the 10 year benefit period you must not have attained age 90 (age 80 for contracts issued in New York).

To elect the 20 year benefit period (26 year benefit period for contracts issued in New York) you must not have attained age 80(age 64 for contracts issued in New York).

Once we issue your contract, you cannot elect the GMAB.

Canceling the GMAB. We will terminate your election of the GMAB on the business day we receive our form in good orderat our Service Center. We will not refund charges already deducted for the GMAB. However, the charge for this feature willbe discontinued on the business day we receive our form in good order at our Service Center. Once the GMAB is terminated, itcannot be re-elected.

Important GMAB Considerations. This benefit may not be appropriate for all contract owners. You should understand theGMAB completely before you elect this benefit feature. Please consult with a qualified financial professional when you areevaluating the GMAB and all other aspects of the contract.

The GMAB does not in any way guarantee the performance of any of the investment choices available under the contract.

The restriction in the amount and type of investment choices that are available to you under the GMAB is intended to help usmanage the risk that we will be required to credit your contract value as a result of the GMAB.

Consult a tax adviser before considering the GMAB in conjunction with a tax-qualified contract because any IRS minimumdistribution requirements may negatively impact the benefit.

Because the charge for the GMAB is a percentage of your contract value, any purchase payments made after the secondcontract year could increase the cost of the GMAB, without a corresponding increase in the benefit. Likewise, such purchasepayments may ultimately reduce the value of the benefit.

Withdrawals will negatively impact the GMAB value. See “Appendix D – Guaranteed Minimum Accumulation BenefitExamples – Example 3.”

To receive any potential benefit from this feature, you must participate in the GMAB for the full benefit period.

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TaxesThe information in this prospectus is general and is not an exhaustive discussion of all tax questions that might arise under thecontract. The information is not written or intended as tax or legal advice. You should consult a tax adviser about your owncircumstances. In addition, we do not profess to know the likelihood that current federal income tax laws and TreasuryRegulations or the current interpretations of the Internal Revenue Code, Regulations, and other guidance will continue. Wecannot make any guarantee regarding the future tax treatment of any contract. We reserve the right to make changes in thecontract to assure that it continues to qualify as an annuity for tax purposes.

No attempt is made in this prospectus to consider any applicable state or other tax laws.

Taxation of the Company. MassMutual is taxed as a life insurance company under the Internal Revenue Code of 1986, asamended (IRC). For federal income tax purposes, the separate account is not a separate entity from MassMutual, and itsoperations form a part of MassMutual. Investment income and any realized gains on separate account assets generally arereflected in the contract value, although treated as accruing to the Company and not to you. As a result, no taxes are duecurrently on interest, dividends and short or long-term gains earned by the separate account with respect to your contract. TheCompany may be entitled to certain tax benefits related to the investment of Company assets, including assets of the separateaccount. These tax benefits, which may include foreign tax credits and the corporate dividends received deduction, are notpassed back to you since the Company is the owner of the assets from which the tax benefits are derived.

Annuities in General. Annuity contracts are a means of both setting aside money for future needs – usually retirement – andfor providing a mechanism to administer the payout of those funds. Congress recognized how important providing forretirement was and created special rules in the IRC for annuities. Simply stated, these rules provide that you will generally notbe taxed on the earnings on the money held in your annuity contract until you take the money out. This is referred to as taxdeferral.

Diversification. IRC Section 817(h) imposes certain diversification standards on the underlying assets of variable annuitycontracts. The IRC provides that a variable annuity contract will not be treated as an annuity contract for any period (and anysubsequent period) for which the investments are not, in accordance with regulations prescribed by the United States TreasuryDepartment, adequately diversified. Disqualification of the contract as an annuity contract would result in a loss of taxdeferral, meaning the imposition of federal income tax to the owner with respect to earnings under the contract prior to thereceipt of payments under the contract. We intend that all investment portfolios underlying the contracts will be managed insuch a manner as to comply with these diversification requirements.

Investor Control of Assets. For variable annuity contracts, tax deferral also depends on the insurance company, and not you,having control of the assets held in the separate accounts. You can transfer among the sub-accounts of the separate account butcannot direct the investments each underlying fund makes. If you have too much investor control of the assets supporting theseparate account funds, then you will be taxed on the gain in the contract as it is earned rather than when it is withdrawn. TheIRS has provided some guidance on investor control by issuing Revenue Rulings 2003-91 and 2003-92, but some issuesremain unclear. One unanswered question is whether an owner will be deemed to own the assets in the contract if the variablecontract offers too large a choice of funds in which to invest, and if so, what that number might be. We do not know if the IRSwill issue any further guidance on this question. We do not know if any guidance would have a retroactive effect.Consequently, we reserve the right to modify the contract, as necessary, so that you will not be treated as having investorcontrol of the assets held under the separate account.

Non-Qualified Contracts. Your contract is referred to as a non-qualified contract if you do not purchase the contract under aqualified plan such as an Individual Retirement Annuity (IRA), Roth IRA, tax-sheltered annuity plan (TSA or TSA plan),corporate pension and profit-sharing plan (including 401(k) plans and H.R. 10 plans), or a governmental 457(b) deferredcompensation plan.

Qualified Contracts. Your contract is referred to as a qualified contract if it is purchased under a qualified retirement plan(qualified plan) such as an Individual Retirement Annuity (IRA), Roth IRA, tax-sheltered annuity plan (TSA or TSA plan),corporate pension and profit-sharing plan (including 401(k) plans and H.R. 10 plans), or a governmental 457(b) deferredcompensation plan. Qualified plans are subject to various limitations on eligibility, contributions, transferability anddistributions based on the type of plan. The tax rules regarding qualified plans are very complex and will have differingapplications depending on individual facts and circumstances. You should consult a tax adviser as to the tax treatment andsuitability of such an investment.

Taxation of participants in each qualified plan varies with the type of plan and terms and conditions of each specific plan.Owners, annuitants and beneficiaries are cautioned that benefits under a qualified plan may be subject to the terms and

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conditions of the plan regardless of the terms and conditions of the contracts issued pursuant to the plan. Some retirementplans are subject to distribution and other requirements that are not incorporated into our administrative procedures. Owners,participants and beneficiaries are responsible for determining that contributions, distributions and other transactions withrespect to the contracts comply with applicable law.

Contracts issued under a qualified plan include special provisions restricting contract provisions that may otherwise beavailable as described in this prospectus. Generally, contracts issued under a qualified plan are not transferable. Variouspenalty and excise taxes may apply to contributions or distributions made in violation of applicable limitations. Furthermore,certain withdrawal penalties and restrictions may apply to distributions from qualified contracts. See “Taxes – Taxation ofQualified Contracts.”

Eligible rollover distributions from an IRA, TSA, qualified plan or governmental 457(b) deferred compensation plan maygenerally be rolled over into another IRA, TSA, qualified plan or governmental 457(b) deferred compensation plan, ifpermitted by the plan. These amounts may be transferred directly from one qualified plan or account to another, or as anindirect rollover, in which the plan participant receives a distribution from the qualified plan or account, and reinvests it in thereceiving qualified plan or account within 60 days of receiving the distribution.

IRC Section 408(d)(3)(B) provides that an individual is only permitted to make one indirect rollover from an IRA to anotherIRA in any one year period. The IRS previously applied this limitation on an IRA-by-IRA basis, allowing a taxpayer to makean indirect rollover from an IRA, so long as he or she had not made an indirect rollover from that same IRA within thepreceding one year period, even if he or she had made indirect rollovers from a different IRA. Effective for distributions on orafter January 1, 2015, the limitation applies on an aggregate basis, meaning that an individual cannot make an indirect rolloverfrom one IRA to another if he or she has made an indirect rollover involving any IRA (including a Roth, SEP, or SIMPLEIRA) within one year. It is important to note that the one rollover per year limitation does not apply to amounts transferreddirectly between IRAs in a trustee-to-trustee transfer.

On July 6, 1983, the Supreme Court decided in Arizona Governing Committee v. Norris that optional annuity benefits providedunder an employer’s deferred compensation plan could not, under Title VII of the Civil Rights Act of 1964, vary between menand women. The contracts we sell in connection with qualified plans use annuity tables which do not differentiate on the basisof sex. Such annuity tables are also available for use in connection with certain non-qualified deferred compensation plans.

Following are general descriptions of the types of qualified plans with which the contracts may be used. Such descriptions arenot exhaustive and are for general informational purposes only. The tax rules regarding qualified plans are very complex andwill have differing applications depending on individual facts and circumstances. You should consult a tax adviser as to the taxtreatment and suitability of your investment. The contribution limits referenced in the plan descriptions below are the limits for2018, and may change in subsequent years.

Individual Retirement AnnuitiesIRC Section 408(b) permits eligible individuals to contribute to an individual retirement program known as an IndividualRetirement Annuity (IRA). IRAs are subject to limitations on eligibility, contributions, transferability and distributions. See“Taxes – Taxation of Qualified Contracts.” IRA contributions are limited to the lesser of $5,500 or 100% of compensation,and an additional catch-up contribution of $1,000 is available for individuals age 50 and over. Contributions are deductible,unless you are an active participant in a qualified plan and your modified adjusted gross income exceeds certain limits.Contracts issued for use with IRAs are subject to special requirements by the IRC, including the requirement that certaininformational disclosure be given to persons desiring to establish an IRA. You should consult a tax adviser as to the taxtreatment and suitability of such an investment.

SEP IRAsIRC Section 408(k) permits certain employers to establish IRAs for employees that qualify as Simplified Employee Pension(SEP) IRAs. Contributions to the plan for the benefit of employees will not be includible in the gross income of the employeesuntil distributed from the plan. SEP IRAs are treated as defined contribution plans for purposes of the limits on employercontributions. Employer contributions cannot exceed the lesser of:

i) $55,000; orii) 25% of compensation (a maximum of $275,000 of compensation may be considered).

The employee may treat the SEP account as a traditional IRA and make deductible and non-deductible contributions if thegeneral IRA requirements are met. SEP IRAs are subject to additional restrictions, including on items such as: the form,manner and timing of distributions; transferability of benefits; vesting and nonforfeitability of interests; nondiscrimination ineligibility and participation; and the tax treatment of distributions, withdrawals and surrenders. See “Taxes – Taxation ofQualified Contracts.” You should consult a tax adviser as to the tax treatment and suitability of such an investment.

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SIMPLE IRAsIRC Section 408(p) permits certain small employers to establish a Savings Incentive Match Plan for Employees (SIMPLE) IRA.SIMPLE IRA plans permit employees to make elective contributions only through a qualified salary reduction agreement.Employers can make contributions to the plan through either matching contributions or non-elective contributions. Anemployee’s annual elective salary reduction contributions are limited to the lesser of $12,500 or 100% of compensation, and anadditional catch-up contribution is available for individuals age 50 and over, up to the lesser of $3,000 or total compensationless any other elective deferrals. Elective contributions made to a SIMPLE IRA are counted against the overall limit on electivedeferrals by any individual (the lesser of $18,500 or 100% of compensation). The employer must make certain matchingcontributions or non-elective contributions to the employee’s account. SIMPLE IRAs are subject to additional restrictions,including on items such as: the form, manner and timing of distributions; transferability of benefits; vesting andnonforfeitability of interests; nondiscrimination in eligibility and participation; and the tax treatment of distributions,withdrawals and surrenders. See “Taxes – Taxation of Qualified Contracts.” You should consult a tax adviser as to tax treatmentand suitability of such an investment.

Roth IRAsIRC Section 408A permits eligible individuals to contribute to a non-deductible IRA, known as a Roth IRA. Roth IRAs aresubject to limitations on eligibility, contributions, transferability and distributions. Roth IRA contributions are limited to thelesser of $5,500 or 100% of compensation, and an additional catch-up contribution of $1,000 is available for individuals age50 or over. The maximums are decreased by any contributions made to a traditional IRA for the same tax year. Lowermaximum Roth IRA contribution limits apply to individuals whose modified adjusted gross income exceeds certain limits.Amounts may be rolled over from one Roth IRA to another Roth IRA. Furthermore, an individual may make a rollovercontribution from a non-Roth IRA to a Roth IRA, known as a conversion. The individual must pay tax on any portion of theIRA being rolled over that represents income or previously deductible IRA contributions. The determination of taxable incomeis based on the fair market value of the IRA at the time of the conversion. See “Taxes – Required Distributions” forinformation on the determination of the fair market value of an annuity contract that provides additional benefits (such ascertain living or death benefits). You should consult a tax adviser as to the tax treatment and suitability of such an investment.

Corporate Pension and Profit-Sharing PlansIRC Sections 401(a) and 401(k) permit employers to establish various types of retirement plans for employees. Contributionsmade to the plan for the benefit of the employees and the earnings on those contributions are generally not included in grossincome of the employees until distributed from the plan. The tax consequences to participants may vary depending upon theparticular plan design. In general, annual contributions made by an employer and employee to a defined contribution plan maynot exceed the lesser of:

i) $55,000; orii) 100% of compensation or earned income (a maximum of $275,000 of compensation may be considered).

An employee’s elective salary reduction contributions under a cash or deferred arrangement (i.e. a 401(k) plan) are limited to$18,500, with an additional catch-up contribution of up to $6,000 available for eligible participants age 50 or over. Definedbenefit plans are limited to contributions necessary to fund a promised level of benefit. The annual benefit under a definedbenefit plan is limited to:

i) 100% of compensation for a participant’s highest three years; orii) $220,000.

Plans are subject to additional restrictions, including on such items as: the form, manner and timing of distributions;transferability of benefits; vesting and nonforfeitability of interests; nondiscrimination in eligibility and participation; and thetax treatment of distributions, withdrawals and surrenders. See “Taxes – Taxation of Qualified Contracts.” You should consulta tax adviser as to the tax treatment and suitability of such an investment.

H.R. 10 PlansIRC Section 401(a) permits self-employed individuals to establish qualified plans for themselves and their employees,commonly referred to as “H.R.10” or “Keogh” plans. Contributions made to the plan for the benefit of the employees and theearnings on those contributions are generally not included in gross income of the employees until distributed from the plan.The tax consequences to participants may vary depending upon the particular plan design. In general, H.R. 10 Plans are subjectto the same restrictions as corporate pension and profit-sharing plans (see “Taxes – Qualified Contracts – Corporate Pensionand Profit-Sharing Plans”), including limitations on eligibility, participation, contributions, time and manner of distributions,transferability and taxation of distributions. See “Taxes – Taxation of Qualified Contracts.” You should consult a tax adviseras to the tax treatment and suitability of such an investment.

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Tax-Sheltered AnnuitiesIRC Section 403(b) permits certain eligible employers to purchase annuity contracts, known as Tax-Sheltered Annuities (TSAs), undera section 403(b) program. Eligible employers are organizations that are exempt from tax under IRC Section 501(c)(3) and publiceducational organizations. Contributions made to a TSA and the earnings on those contributions are generally not included in grossincome of the employee until distributed from the plan. TSAs are subject to limitations on contributions, which may be made as“elective deferrals” (contributions made pursuant to a salary reduction agreement) or as non-elective or matching contributions by anemployer. In general, annual contributions made by an employer and employee to a TSA may not exceed the lesser of:

i) $55,000; orii) 100% of includible compensation (a maximum of $275,000 of includible compensation may be considered).

An employee’s elective salary reduction contributions are limited to $18,500. In addition, certain catch-up contributions maybe made by eligible participants age 50 or over and those with 15 or more years of service with the same employer. TSAs aresubject to additional restrictions, including on such items as: the form, manner and timing of distributions; transferability ofbenefits; vesting and nonforfeitability of interests; nondiscrimination in eligibility and participation; and the tax treatment ofdistributions, withdrawals and surrenders. See “Taxes – Tax-Sheltered Annuities Taxation and Withdrawal Restrictions.” Youshould consult a tax adviser as to the tax treatment and suitability of such an investment.

Taxation of Non-Qualified Contracts. You, as the owner of a non-qualified annuity, will generally not be taxed on anyincreases in the value of your contract until a distribution occurs. There are different rules as to how you are taxed dependingon whether the distribution is a withdrawal or an annuity payment.

WithdrawalsThe IRC generally treats any withdrawal as first coming from earnings and then from your investment in the contract, if thewithdrawal is:

1) allocable to investment in the contract made after August 13, 1982 in an annuity contract entered into prior toAugust 14, 1982; or

2) from an annuity contract entered into after August 13, 1982.

The withdrawn earnings are subject to tax as ordinary income.

Annuity PaymentsAnnuity payments occur as the result of the contract reaching its annuity start date. A portion of each annuity payment istreated as a partial return of your investment in the contract and is not taxed. The remaining portion of the annuity payment istreated as ordinary income. The annuity payment is divided between these taxable and non-taxable portions based on thecalculation of an exclusion amount. The exclusion amount for annuity payments based on a fixed annuity option is determinedby multiplying the payment by the ratio that the cost basis of the contract (adjusted for any period certain or refund feature)bears to the expected return under the contract. The exclusion amount for annuity payments based on a variable annuity optionis determined by dividing the cost basis of the contract (adjusted for any period certain or refund guarantee) by the number ofyears over which the annuity is expected to be paid. Annuity payments received after you have recovered all of yourinvestment in the contract are fully taxable.

The IRC also provides that any amount received (both annuity payments and withdrawals) under an annuity contract which isincluded in income may be subject to a tax penalty. The amount of the penalty is an additional tax equal to 10% of the amountthat is includible in income. Some withdrawals will be exempt from the penalty. They include any amounts:

1) paid on or after you reach age 591⁄2;2) paid to your beneficiary after you die;3) paid if you become totally disabled (as that term is defined in the IRC);4) paid in a series of substantially equal periodic payments made annually (or more frequently) for your life or life

expectancy or for the joint lives or joint life expectancies of you and your designated beneficiary;5) paid under an immediate annuity; or6) which come from investment in the contract made before August 14, 1982.

With respect to (4) above, if the series of substantially equal periodic payments is modified before the later of your attainingage 591⁄2 or five years from the date of the first periodic payment, then the tax for the year of the modification is increased byan amount equal to the tax which would have been imposed (the 10% tax penalty), but for the exception, plus interest for thetax years in which the exception was used. The rules governing substantially equal periodic payments are complex. Youshould consult a tax adviser for more specific information.

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Multiple ContractsThe IRC provides that multiple non-qualified annuity contracts which are issued within a calendar year to the same owner byone company or its affiliates are treated as one deferred annuity contract for purposes of determining the tax consequences ofany distribution. Such treatment may result in adverse tax consequences including more rapid taxation of the distributedamounts from such combination of contracts. This rule does not apply to immediate annuities.

Tax Treatment of AssignmentsAn assignment or pledge of a contract may be a taxable event. You should consult a tax adviser if you wish to assign or pledgeyour contract. Annuity contracts issued after April 22, 1987 that are transferred for less than full and adequate consideration(including gifts) are subject to tax to the extent of gain in the contract. This does not apply to transfers between spouses orcertain transfers incident to a divorce under IRC Section 1041.

Distributions After Death of OwnerIn order to be treated as an annuity contract for federal income tax purposes, IRC Section 72(s) requires any non-qualifiedcontract to contain certain provisions specifying how your interest in the contract will be distributed in the event of the deathof an owner of the contract. Specifically, IRC Section 72(s) requires that:

a) if any owner dies on or after the annuity start date, but prior to the time the entire interest in the contract has beendistributed, the entire interest in the contract will be distributed at least as rapidly as under the method of distributionbeing used as of the date of such owner’s death; and

b) if any owner dies prior to the annuity start date, the entire interest in the contract will be distributed within five yearsafter the date of such owner’s death.

These requirements will be considered satisfied as to any portion of an owner’s interest which is payable to or for the benefitof a designated beneficiary and which is distributed over the life of such designated beneficiary or over a period not extendingbeyond the life expectancy of that beneficiary, provided that such distributions begin within one year of the owner’s death. Thedesignated beneficiary refers to a natural person designated by the owner as a beneficiary and to whom ownership of thecontract passes by reason of death. However, if the designated beneficiary is the surviving spouse of the deceased owner, thecontract may be continued with the surviving spouse as the new owner. The non-qualified contracts contain provisions that areintended to comply with these IRC requirements, although no regulations interpreting these requirements have yet been issued.We intend to review such provisions and modify them if necessary to assure that they comply with the applicable requirementswhen such requirements are clarified by regulation or otherwise.

Taxation of Qualified Contracts. If you have no cost basis for your interest in a qualified contract, the full amount of anydistribution is taxable to you as ordinary income. If you do have a cost basis for all or some of your interest, a portion of thedistribution is taxable, generally based on the ratio of your cost basis to your total contract value. Special tax rules may beavailable for certain distributions from a qualified plan.

IRC Section 72(t) imposes a 10% penalty tax on the taxable portion of any distribution from qualified plans, includingcontracts issued and qualified under IRC Sections 401 (pension and profit-sharing plans), 403 (TSAs), 408 (IRAs), and 408A(Roth IRAs). With respect to SIMPLE IRAs, the 10% penalty is increased to 25% if the distribution occurs within the first twoyears after the commencement of the employee’s participation in the plan. Exceptions from the penalty tax are as follows:

1) distributions made on or after you reach age 591⁄2;2) distributions made after your death;3) distributions made that are attributable to the employee being disabled as defined in the IRC;4) after severance from employment, distributions that are part of a series of substantially equal periodic payments

made not less frequently than annually for your life (or life expectancy) or the joint lives (or joint life expectancies)of you and your designated beneficiary (in applying this exception to distributions from IRAs, a severance ofemployment is not required);

5) distributions made after severance from employment if you have reached age 55 (not applicable to distributions fromIRAs);

6) distributions made to you up to the amount allowable as a deduction to you under IRC Section 213 for amounts youpaid during the taxable year for medical care;

7) distributions made on account of an IRS levy made on a qualified retirement plan or IRA;8) distributions made to an alternate payee pursuant to a qualified domestic relations order (not applicable to

distributions from IRAs);9) distributions from an IRA for the purchase of medical insurance (as described in IRC Section 213(d)(1)(D)) for you

and your spouse and dependents if you received unemployment compensation for at least 12 weeks and have notbeen re-employed for at least 60 days;

10) certain qualified reservist distributions;11) distributions from an IRA to the extent they do not exceed your qualified higher education expenses (as defined in

IRC Section 72(t)(7)) for the taxable year; and

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12) distributions from an IRA which are qualified first-time homebuyer distributions (as defined in IRCSection 72(t)(8)).

With respect to (4) above, if the series of substantially equal periodic payments is modified before the later of your attainingage 591⁄2 or five years from the date of the first periodic payment, then the tax for the year of the modification is increased byan amount equal to the tax which would have been imposed (the 10% penalty tax) but for the exception, plus interest for thetax years in which the exception was used. The IRS has indicated that a modification will occur if, after the first valuationdate, there is:

i) any addition to the account balance other than gains or losses;ii) any non-taxable transfer of a portion of the account balance to another retirement plan; oriii) a rollover by the individual of the amount received resulting in such amount not being taxable.

The rules governing substantially equal periodic payments are complex. You should consult a tax adviser or IRS RevenueRuling 2002-62 for more specific information.

Tax-Sheltered Annuities Taxation and Withdrawal Restrictions. Under IRS regulations, effective January 1, 2009, allTSA plans must have a written plan document which specifies the requirements that each contract must meet in order to bequalified under the plan. In addition, the document must provide a list of the providers and contracts that are permitted to bepurchased by TSA plan participants under the plan. TSA plan participants should be aware that if a TSA plan removes theprovider or specific contract type that the TSA plan participant owns from its approved list, the TSA plan participant may berestricted from making further salary reduction contributions into that contract. TSA plans also have the right to restrict theability to take loans and hardship withdrawals from a TSA contract. Because a plan participant may own more than one TSAcontract, before we process a transaction we may require the TSA plan to approve the transaction to ensure that rules regardingloans, hardships and distribution restrictions are met. TSA plan participants should contact their individual TSA plan todetermine the specific rules that apply to them.

The IRS regulations also make significant changes to Revenue Ruling 90-24 exchanges or transfers. Under the regulations anexchange may only be done when the TSA plan allows TSA exchanges under its plan and the provider of the new TSAcontract agrees to share information with the TSA plan to ensure that the requirements of the TSA plan are met. Given thisrestriction, before a TSA exchange is processed, the TSA plan is required to approve the transaction or provide a list ofvendors for which it has an information sharing agreement (ISA). Additionally, because most of the regulations were noteffective until 2009, there was great uncertainty about their application to contract exchanges that took place betweenSeptember 24, 2007 and January 1, 2009. Because of this uncertainty, it is possible that an exchange that took place prior toJanuary 1, 2009 caused a TSA plan participant to incur taxation on the value of the contract. However, it is also possible thatsuch an exchange did not have adverse tax consequences. If a TSA plan participant exchanged a contract to a TSA contractwith a provider that does not have an ISA with the TSA plan, the participant had until July 1, 2009 to avoid adverse taxconsequences by exchanging the contract for a TSA contract with which the TSA plan does have an ISA.

The IRC limits the withdrawal of purchase payments made by TSA plan participants through salary reductions from certainTSAs. Withdrawals of salary reduction amounts and their earnings can be made when a TSA plan participant:

1) reaches age 591⁄2;2) has a severance from employment;3) dies;4) becomes disabled, as that term is defined in the IRC; or5) the TSA plan terminates (starting 1/1/2009).

In the case of hardship, the TSA plan participant can only withdraw the purchase payments and not any earnings. The TSAplan participant is required to suspend salary reduction contributions to any other TSA contract for a six-month periodfollowing the date of hardship distribution.

TSA contract value as of December 31, 1988 and contract amounts attributable to service with a former employer are notsubject to these restrictions. Additionally, return of excess contributions or amounts paid to a spouse as a result of a qualifieddomestic relations order are not subject to these restrictions.

TSA contracts issued January 1, 2009 and after are subject to distribution restrictions on employer contributions. Theserestrictions are determined by the TSA plan and can be based on criteria such as completing years of service or attaining astated age.

Required Minimum Distribution for Qualified Contracts. For qualified contracts other than Roth IRAs, distributionsgenerally must begin no later than April 1st of the calendar year following the later of:

a) the calendar year in which you attain age 701⁄2; orb) the calendar year in which you retire.

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The date set forth in (b) does not apply to an IRA or to a five-percent owner of the employer maintaining the plan. Requireddistributions generally must be over a period not exceeding your life or life expectancy or the joint lives or joint lifeexpectancies of you and your designated beneficiary. Upon your death, additional distribution requirements are imposed. If yourcontract has not entered the income phase and your death occurs after your required beginning date, distributions must be madeat least as rapidly as under the method in effect at the time of your death or over the life or life expectancy of the designatedbeneficiary. If your contract has not entered the income phase and your death occurs before your required beginning date, theremaining interest must be distributed within five years or over the life or life expectancy of the designated beneficiary. If yourdeath occurs after your contract has entered the income phase, distributions must be made at least as rapidly as under themethod in effect at the time of your death. If your contract is held as a Roth IRA, there are no required minimum distributionsduring your life. However, upon your death your beneficiary is subject to required minimum distribution requirements. Anyremaining interest must be distributed within five years or over your beneficiary’s life expectancy. If required minimumdistributions are not made, a 50% penalty tax is imposed on the amount that should have been distributed.

The Regulations under IRC Section 401(a)(9) include a provision that could increase the dollar amount of required minimumdistributions for individuals who fund their IRA or qualified retirement plan with an annuity contract. During the accumulationphase of the annuity contract, Treasury Regulations Section 1.401(a)(9)-6, Q&A-12 requires that individuals add the actuarialpresent value of any additional benefits provided under the annuity (such as certain living or death benefits) to the dollaramount credited to the owner or beneficiary under the contract in order to determine the fair market value of the contract. Alarger fair market value will result in the calculation of a higher required minimum distribution amount. You should consult atax adviser to determine how this may impact your specific circumstances.

Partial Annuitization. The ability to apply only a portion of your contract value to an annuity option is commonly referred toas “partial annuitization” or “partially annuitizing.” Federal tax law provides favorable tax treatment of partial annuitization ofa non-qualified annuity contract under certain circumstances. There may be tax consequences, possibly significant, to partiallyannuitizing a qualified contract. You should consult a tax adviser before electing to partially annuitize your contract.

Partial Annuitization of Non-Qualified ContractsAs part of the Small Business Jobs Act of 2010, IRC Section 72 was amended to provide that if part of an annuity contract’svalue is applied to an annuity option that provides payments for one or more lives or for a period of at least ten years, theportion of the contract that is annuitized will be treated as a separate contract and annuity payments received as a result of thepartial annuitization will be treated as amounts received as an annuity instead of withdrawals, and given exclusion ratiotreatment. The exclusion ratio is calculated by allocating the current investment in the contract between the amount applied tothe annuity option and the remaining portion of the original contract.

If the annuity option you elect does not meet one of the two above-described criteria, we will report all payments from yourcontract, whether from the annuitized or the deferred portions of the contract value, to the IRS as a distribution with thetaxable amount not determined beginning with the date of the partial annuitization. It is your responsibility to document to theIRS how much, if any, of a distribution is allocable to cost basis.

Partial Annuitization of Qualified ContractsIf you elect to apply only a portion of your qualified annuity contract value to an annuity option, we will treat the annuitizedand non-annuitized portions of your contract as separate contracts for purposes of applying the required minimum distribution(RMD) rules of IRC Section 401(a)(9) and the regulations thereunder. The IRS has not yet published guidance on thecomputation of the RMD for payments received as the result of a partial annuitization. If the IRS were to take the position thatthe annuitized and non-annuitized portions are not separate contracts for RMD purposes, your distributions may not besufficient to meet your RMD in the year of the partial annuitization and subsequent years. Failure to satisfy the RMD rules inany year could subject you to a penalty equal to 50% of the amount that should have been distributed but was not. If yourqualified contract contains after-tax money (i.e. has a cost basis), we will allocate that cost basis pro-rata between theannuitized and non-annuitized portions. Because the IRS has not published guidance as to what portion of any payment madeunder the annuity option represents a non-taxable return of cost basis and what portion is taxable, this treatment mayunderstate or overstate income in any given year. If you misstate your income, the IRS may impose tax penalties and interest.You should consult a tax or legal adviser to discuss these risks before electing a partial annuitization of your qualified deferredannuity contract.

Taxation of Death Benefit Proceeds. Amounts may be distributed from a contract because of your death or the death of theannuitant. Generally, such amounts are includible in the income of the recipient as follows:

i) if distributed in a lump sum, they are taxed in the same manner as a full withdrawal of the contract; orii) if distributed under a payout option, they are taxed in the same way as annuity payments.

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Section 1035 Tax Free Exchanges. IRC Section 1035 provides that a life insurance, endowment, or annuity contract may beexchanged for an annuity contract on a tax free basis. When this type of exchange occurs, the gain in the original contract ispreserved in the new contract by transferring the cost basis under the original contract to the new contract. The IRS hasprovided guidance on the partial exchange of an annuity contract for another annuity contract. According to the guidance,partial exchanges occurring on or after October 24, 2011 will be tax free if no distribution takes place from either contractwithin 180 days after the exchange. If a distribution occurs within 180 days after the exchange, the IRS will apply general taxprinciples to determine the tax treatment of the transfer. The limitation on distributions within 180 days does not apply toannuity payments that are based on life expectancy or on a period certain of ten or more years. You should consult a taxadviser before entering into any 1035 exchange.

Partial exchanges which occurred prior to October 24, 2011 were subject to more restrictive guidance. You should consult atax adviser if you have questions regarding the taxation of a prior exchange.

Beginning January 1, 2010, the Pension Protection Act of 2006 permits the exchange of an annuity contract for a qualifiedlong-term care contract to qualify as a tax free 1035 exchange. However, if an annuity contract has entered the income phase,there is uncertainty and a lack of guidance regarding whether the exchange can qualify. Therefore, if an annuity contract hasentered the income phase and the contract or the resulting annuity payments are exchanged for a qualified long-term carecontract, we will not treat that as a tax free 1035 exchange.

The IRS has also issued guidance allowing a beneficiary of a non-qualified annuity contract to enter into a 1035 exchange ofthe death benefit for a new annuity contract, provided that the new contract will be administered as if the owner is deceased forpurposes of the death benefit requirements of IRC Section 72(s). In order to allow the death benefit under a non-qualifiedannuity contract to be exchanged, we may require additional documentation from the issuer of the new contract, in order toensure that this requirement is met.

Income Tax Reporting and Withholding. Federal law requires that we file an information return on Form 1099-R with theIRS (with a copy to you) reporting any taxable amounts paid to you under the annuity contract. By January 31st of the calendaryear following the year of any payment(s), we will issue the Form 1099-R to the owner of the annuity contract. Following thedeath of the owner the Form 1099-R will be sent to each beneficiary who receives a payment under the contract.

The portion of any distribution that is includible in the gross income of the owner is subject to federal income tax withholding.The amount of the withholding depends on the type of distribution. Withholding for periodic payments is at the same rate aswages and at the rate of 10% from non-periodic payments. However, the owner, in most cases, may elect not to have taxeswithheld or to have withholding done at a different rate (but not lower). Distributions from certain retirement plans, excludingIRAs, that are not directly rolled over to another eligible retirement plan or IRA, are subject to a mandatory 20% withholding.The 20% withholding requirement generally does not apply to:

a) a series of substantially equal payments made at least annually for:

i) the life or life expectancy of the owner, or joint and last survivor expectancy of the owner and a designatedbeneficiary; or

ii) for a specified period of ten years or more;

b) distributions which are required minimum distributions; orc) hardship distributions from a 401(k) plan or a tax-sheltered annuity.

You should consult a tax adviser regarding withholding requirements.

Generation Skipping Transfer Tax Withholding. Under certain circumstances, the IRC may impose a generation skippingtransfer tax when all or part of an annuity contract is transferred to, or a death benefit is paid to, an individual two or moregenerations younger than the owner. Regulations issued under the IRC may require us to deduct the tax from your contract, orfrom any applicable payment, and pay it directly to the IRS.

Medicare Hospital Insurance Tax. A Medicare Hospital Insurance Tax (known as the Unearned Income MedicareContribution) applies to all or part of a taxpayer’s net investment income, at a rate of 3.8%, when certain income thresholdsare met. Net investment income is defined to include, among other things, non-qualified annuities and net gain attributable tothe disposition of property. Under regulations, the taxable portion of any distribution from a non-qualified annuity contract –including surrenders, withdrawals, and annuity payments – is included in net investment income. Net investment income alsoincludes the gain from the sale of a non-qualified annuity contract. Under current guidance, we are required to report to theIRS whether a distribution is potentially subject to the tax. You should consult a tax adviser as to the potential impact of theMedicare Hospital Insurance Tax on your contract.

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Non-Resident Aliens and Foreign Entities. Generally, a distribution from a contract to a non-resident alien or foreign entityis subject to federal tax withholding at a rate of 30% of the amount of income that is distributed. A non-resident alien is aperson who is neither a citizen, nor a resident, of the United States of America (U.S.). We are required to withhold the tax andsend it to the IRS. Some distributions to non-resident aliens or foreign entities may be subject to a lower (or no) tax if a treatyapplies. In order to obtain the benefits of such a treaty, the non-resident alien must claim the treaty benefit on Form W-8BEN(or the equivalent form), providing us with:

1) proof of residency (in accordance with IRS requirements); and2) the applicable individual taxpayer identification number.

If the above conditions are not met, we will withhold 30% of the income from the distribution. Additionally, under the ForeignAccount Tax Compliance Act, effective July 1, 2014, U.S. withholding may occur with respect to certain entity owners(including foreign financial institutions and non-financial foreign entities (such as corporations, partnerships, and trusts)) at a30% rate without regard to lower treaty rates.

Civil Unions and Domestic Partnerships. Parties to a civil union or domestic partnership are not treated as spouses underfederal law. Consequently, certain transactions, such as a change of ownership or continuation of the contract after death, maybe taxable to those individuals. You should consult a tax adviser for more information on this subject.

Non-Natural Owner. When a non-qualified contract is owned by a non-natural person (e.g., a corporation, limited liabilitycompany, partnership, trust or certain other entities) the contract will generally not be treated as an annuity for tax purposes.This means that gain in the contract will be taxed each year while the contract is in the accumulation phase. This treatment isnot generally applied to a contract held by a trust or other entity as an agent for a natural person. If any beneficiary (includinga contingent beneficiary) of a trust is a non-natural person, the contract will not be treated as owned by an agent for a naturalperson, and gain in the contract will be taxed annually, whether or not the trust is a grantor trust for income tax purposes. Thistreatment also does not apply to a contract that qualifies as an immediate annuity. Before purchasing a contract to be owned bya non-natural person or changing ownership on an existing contract that will result in it being owned by a non-natural person,you should consult a tax adviser to determine the tax impact.

Other InformationDistribution

The contracts are no longer for sale to the public. Pursuant to separate underwriting agreements with the Company, on its ownbehalf and on behalf of the separate account, MML Investors Services, LLC (MMLIS), a subsidiary of MassMutual, serves asprincipal underwriter of the contracts sold by its registered representatives, and MML Strategic Distributors, LLC (MSD), asubsidiary of MassMutual, serves as principal underwriter of the contracts sold by registered representatives of other broker-dealers who entered into distribution agreements with MSD.

Both MMLIS and MSD are registered with the SEC as broker-dealers under the Securities Exchange Act of 1934 and aremembers of the Financial Industry Regulatory Authority (FINRA). Commissions for sales of the contract by MMLISregistered representatives are paid on behalf of MMLIS to its registered representatives. Commissions for sales of the contractby registered representatives of other broker-dealers are paid on behalf of MSD to those broker-dealers. MMLIS and MSDalso receive compensation for their actions as principal underwriters of the contracts. We also pay expense allowances inconnection with the sales of the contracts. The maximum commission payable for the contract is 8.63% of purchase paymentsmade to a contract and/or up to 2.4% of contract value annually.

Additional Compensation Paid to MMLIS. Most MMLIS registered representatives are also MassMutual insurance agents,and as such, are eligible for certain cash and non-cash benefits from MassMutual. Cash compensation includes bonuses andallowances based on factors such as sales, productivity and persistency. Non-cash compensation includes various recognitionitems such as prizes and awards as well as attendance at, and payment of the costs associated with attendance at, conferences,seminars and recognition trips, and also includes contributions to certain individual plans such as pension and medical plans.Sales of the contract may help these registered representatives and their supervisors qualify for such benefits. MMLISregistered representatives who are also general agents or sales managers of MassMutual also may receive overrides,allowances and other compensation that is based on sales of the contract by their registered representatives.

Additional Compensation Paid to Certain Broker-Dealers. We and MSD make additional commission payments to certainbroker-dealers in the form of asset-based payments and sales-based payments. We also make cash payments and non-cash

50

payments to certain broker-dealers. The asset-based and sales-based payments are made to participate in those broker-dealers’preferred provider programs or marketing support programs, or to otherwise promote the contract. Asset-based payments arebased on the value of the assets in the MassMutual contracts sold by that broker-dealer. Sales-based payments are paid on eachsale of the contract and each subsequent purchase payment applied to the contract. Cash payments are made to attend salesconferences and educational seminars sponsored by certain broker-dealers. Non-cash payments include various promotionalitems. For a list of the broker-dealers to whom we currently pay additional compensation for selling the contract, visitwww.massmutual.com/privacy-policy/compensation-arrangements or call our Service Center at the number shown onpage 1 of this prospectus.

The additional compensation arrangements described in the preceding paragraphs are not offered to all broker-dealers and theterms of such arrangements may differ among broker-dealers. Some broker-dealers may receive two or more of thesepayments. Such payments may give us greater access to the registered representatives of the broker-dealers that receive suchcompensation or may influence the way that a broker-dealer markets the contract. Any such compensation will be paid byMSD or us and will not result in any additional direct charge to you.

The additional compensation arrangements may provide a registered representative with an incentive to sell the contract overother available variable annuity contracts whose issuers do not provide such compensation or who provide lower levels of suchcompensation. Your registered representative typically receives a portion of the compensation that is payable to his or herbroker-dealer, depending on the agreement between the representative and their firm. MassMutual is not involved indetermining compensation paid to a registered representative of an unaffiliated broker-dealer. You may contact your broker-dealer or registered representative to find out more information about the compensation they may receive in connection withyour purchase of a contract. You may want to take these compensation arrangements into account when evaluating anyrecommendations regarding the contract.

We intend to recoup a portion of the cash and non-cash compensation payments that we make through the assessment ofcertain charges described in this prospectus, including the contingent deferred sales charge. We may also use some of the12b-1 distribution fee payments and other payments that we receive from certain funds to help us make these cash and non-cash payments.

Special Arrangements

For certain group or sponsored arrangements there may be expense savings that could be passed on to the customer becauseour cost for sales, administration, and mortality generally vary with the size of the customer. We will consider factors such asthe size of the group, the nature of the sale, the expected purchase payment volume, and other factors we consider significantin determining whether to reduce charges. Subject to applicable state laws and regulations, we reserve the right to reduce orwaive the administrative charge, the annual contract maintenance charge or any other charge that is appropriate to reflect anyexpense savings. We will make any reductions according to our rules in effect when an application for a contract is approved.We may change these rules from time to time. Any reduction in charges will reflect differences in costs or services, and willnot be unfairly discriminatory.

We reserve the right to modify or terminate this arrangement.

Assignment

In certain states, you cannot assign the contract without our approval. We will refuse or accept any request to assign thecontract on a non-discriminatory basis. Please refer to your contract.

We must receive written notice of the assignment in good order for any assignment we allow to be binding on us. We will notbe liable for any payment or other action we take in accordance with the contract before we receive notice of the assignment.We are not responsible for the validity of an assignment. You may be subject to tax consequences if you assign your contract.

If the contract is issued pursuant to a qualified plan, there may be limitations on your ability to assign the contract. If youassign your contract, your rights may only be exercised with the consent of the assignee of record.

Unclaimed Property

Every state has some form of unclaimed property law that imposes varying legal and practical obligations on insurers and,indirectly, on contract owners, beneficiaries, and any other payees of proceeds from a contract. Unclaimed property lawsgenerally provide for the transfer of benefits or payments under various circumstances to the abandoned property division orunclaimed property office in the state of last residence. This process is known as escheatment. To help avoid escheatment,

51

keep your own information, as well as beneficiary and any other payee information up-to-date, including: full names, postaland electronic media addresses, telephone numbers, dates of birth, and social security numbers. To update this information,contact our Service Center.

Voting Rights

We are the legal owner of the fund shares. When a fund solicits proxies in conjunction with a vote of shareholders, we arerequired to obtain, from you and other owners, instructions as to how to vote those shares. When we receive those instructions,we will vote all of the shares for which we have not received voting instructions, in proportion to those instructions. This willalso include any shares that we own on our own behalf. This may result in a small number of owners controlling the outcomeof the vote. If we determine that we are no longer required to comply with the above, we will vote the shares in our own right.

During the accumulation phase of your contract and while the annuitant is living, we determine the number of shares you mayvote by dividing your contract value in each fund, if any, by $100. Fractional shares are counted. During the income phase orafter the annuitant dies, we determine the number of shares you may vote based on our liability for future variable monthlyannuity payments.

Changes to the Contract

We reserve the right to amend the contract to meet the requirements of applicable federal or state laws or regulations, or asotherwise provided in the contract. We will notify you by written notice of such amendments.

Suspension of Payments or Transfers

We may be required to suspend or postpone transfers from the funds or payments from the funds for withdrawals or deathbenefits during any period when:

‰ the NYSE is closed (other than customary weekend and holiday closings);‰ trading on the NYSE is restricted;‰ an emergency exists as a result of which disposal of shares of the funds is not reasonably practicable or we cannot

reasonably value the shares of the funds; or‰ during any other period when the SEC, by order, so permits for your protection.

We reserve the right to defer payment for a withdrawal from The Fixed Account and DCA Fixed Accounts for the periodpermitted by law but not for more than six months.

If, pursuant to the SEC’s rules, a money market fund (Fund) suspends payment of redemption proceeds in connection with aliquidation of the Fund, we will delay payment of any transfer, withdrawal or death benefit from the applicable money marketsub-account until the Fund is liquidated.

Termination of Contract

We will terminate your contract upon the occurrence of any of the following events:

1) the date of the last annuity payment if you have applied your entire contract value to an annuity option;2) the date payment is made of the entire contract value unless there are payments remaining under one of the

additional features;3) the date of the last payment upon death to the last beneficiary; or4) the date your contract is returned under the right to examine contract provision.

In addition, in most states we reserve the right to terminate your contract if no purchase payment has been made for at leasttwo consecutive years measured from the date we received the last purchase payment; and each of the following amounts isless than $2,000 on the date we send notice of our election to terminate your contract: your contract value less any premiumtax deducted; your contract withdrawal value; and the sum of all purchase payments made into your contract adjusted for anypartial withdrawals.

Anti-Money Laundering

Federal laws designed to counter terrorism and prevent money laundering might, in certain circumstances, require us to rejecta purchase payment or block a contract owner’s ability to make certain transactions and thereby refuse to accept any requestfor transfers, withdrawals, or death benefits, until instructions are received from the appropriate regulator. We may also berequired to provide additional information about you and your contract to government regulators.

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Our Ability to Make Payments Under the Contract

Our Claims-Paying Ability. Our “claims-paying ability” is our ability to meet any contractual obligation we have to makepayments under the contract. These amounts include death benefits, annuity payments, withdrawals and any amounts paid outthrough the contract’s additional features. It is important to note that there is no guarantee that we will always be able to meetour claims-paying obligations, and as with any insurance product, there are risks to purchasing this contract. For this reason,you should consider our financial strength and claims-paying ability to meet our obligations under the contract whenpurchasing a contract and making investment decisions.

Obligations of Our Separate Account. Contract value you allocate to the funds is maintained in our separate account. Anywithdrawals or transfers of contract value from the funds will be taken from the separate account. We cannot use the separateaccount’s assets to pay any of our liabilities other than those arising from the contracts. See “Investment Choices – TheSeparate Account.”

Obligations of Our General Account. Contract value you allocate to the fixed accounts is maintained in our general account.The assets of our general account support our insurance and annuity obligations and are subject to our general liabilities fromour business operations and to claims by our creditors. We use general account assets for many purposes including to paydeath benefits, annuity payments, withdrawals and transfers from the fixed accounts and to pay amounts we provide to youthrough an elected additional feature that are in excess of your contract value allocated to the separate account.

Because of exemptive and exclusionary provisions, the general account, unlike the separate account, has not been registeredunder the 1933 Act or the 1940 Act. Because of this, the general account is generally not subject to the provisions of the 1933Act or the 1940 Act. However, disclosures regarding the general account are subject to certain generally applicable provisionsof the federal securities laws that require complete and accurate statements in prospectuses.

Our Financial Statements

We encourage both existing and prospective owners to read and understand our financial statements and those of the separateaccount. Our audited statutory financial statements and the separate account’s audited U.S. GAAP financial statements areincluded in the SAI. You can request an SAI by contacting our Service Center at the number or address on page 1 of thisprospectus.

Computer System Failures and Cybersecurity

The Company and its business partners rely on computer systems to conduct business, including customer service, marketingand sales activities, customer relationship management and producing financial statements. While the Company and itsbusiness partners have policies, procedures, automation and backup plans designed to prevent or limit the effect of failures,computer systems may be vulnerable to disruptions or breaches as a result of natural disasters, man-made disasters, criminalactivity, pandemics, or other events beyond our control. The failure of the computer systems for any reason could disruptoperations, result in the loss of customer business and adversely impact profitability.

The Company and its business partners retain confidential information on our respective computer systems, includingcustomer information and proprietary business information. Any compromise of the security of the computer systems thatresults in the disclosure of personally identifiable customer information could damage our reputation, expose us to litigation,increase regulatory scrutiny and require us to incur significant technical, legal, and other expenses.

Legal Proceedings

The Company is subject to legal and regulatory actions, including class action lawsuits, in the ordinary course of its business.Our pending legal and regulatory actions include proceedings specific to us, as well as proceedings generally applicable tobusiness practices in the industry in which we operate. From time to time, we also are subject to governmental andadministrative proceedings and regulatory inquiries, examinations, and investigations in the ordinary course of our business. Inaddition, we, along with other industry participants, may occasionally be subject to investigations, examinations, and inquiries(in some cases industry-wide) concerning issues upon which regulators have decided to focus. Some of these proceedingsinvolve requests for substantial and/or unspecified amounts, including compensatory or punitive damages.

While it is not possible to predict with certainty the ultimate outcome of any pending litigation proceedings or regulatoryaction, management believes, based on information currently known to it, that the ultimate outcome of all pending litigationand regulatory matters, after consideration of applicable reserves and rights to indemnification, is not likely to have a materialadverse effect upon the Separate Account, the ability of the principal underwriter(s) to perform in accordance with its contractswith the Company on behalf of the Separate Account, or the ability of the Company to meet its obligations under the contract.

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For more information regarding the Company’s litigation and other legal proceedings, see the notes to the Company’sfinancial statements contained within the SAI.

Table of Contents of the Statement of Additional InformationAssignment of Contract

Distribution

Accumulation Units and Unit Value

Transfers During the Income Phase

Payment of Death Benefit

Annuity Payments

Experts

Financial Statements

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To obtain a free copy of the Statement of Additional Information, return this request form to the address shown below orcall our Service Center at (800) 272-2216.

To: MassMutualDocument Management Services – Annuities W360P.O. Box 9067Springfield, MA 01102-9067

Please send me the Statement of Additional Information for MassMutual EvolutionSM (AN2515SAI).

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ueat

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ptio

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ate

Fid

elit

y®V

IPC

ontr

afun

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7.60

$23.

00$2

1.62

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81$1

9.79

$15.

31$1

3.36

$13.

92$1

2.06

$9.0

2$1

0.00

(a)

Inve

sco

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fied

Div

iden

d9.

789.

158.

098.

057.

255.

624.

814.

994.

593.

6610

.00

(a)

Inve

sco

V.I

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are

(r)

22.3

119

.56

22.4

422

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18.7

513

.55

11.3

811

.12

10.7

38.

5310

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Inve

sco

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21.9

716

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16.9

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14.6

911

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)

Ivy

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trat

egy

12.1

410

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10.8

712

.04

12.9

110

.48

——

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10.0

0(b

)

MM

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n17

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15.3

614

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14.7

214

.12

11.2

69.

8810

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8.95

6.78

10.0

0(c

)

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LA

sset

All

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ion

(m)

——

——

——

10.7

810

.77

9.71

8.43

10.0

0(a

)

MM

LB

alan

ced

All

ocat

ion

15.3

313

.96

13.3

613

.62

13.1

311

.65

10.5

210

.51

9.47

7.78

10.0

0(c

)

MM

LB

lend

21.8

619

.26

17.8

818

.14

16.6

014

.02

12.6

412

.25

11.0

69.

3210

.00

(a)

MM

LB

lue

Chi

pG

row

th29

.54

22.0

222

.16

20.2

618

.86

13.5

511

.63

11.6

510

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7.27

10.0

0(a

)

MM

LC

hina

(d)

——

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14.6

513

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10.8

513

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13.2

57.

9110

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ted

Gro

wth

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8.82

9.03

8.03

5.72

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0(a

)

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All

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14.9

313

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13.2

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13.0

811

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10.8

810

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MM

LC

ore

All

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16.4

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13.5

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13.0

311

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10.1

710

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9.63

7.85

10.0

0(e

)

MM

LE

mer

ging

Gro

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(m)

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——

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9.12

9.91

8.03

7.27

10.0

0(a

)

MM

LE

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ced

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Equ

ity

(m)

——

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10.9

310

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9.62

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MM

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quit

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916

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17.2

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11.9

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6010

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(a)

MM

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quit

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18.9

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17.7

116

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13.0

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11.5

910

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8.31

10.0

0(a

)

MM

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quit

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dex

23.4

719

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17.8

917

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16.1

512

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10.9

410

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9.69

7.80

10.0

0(a

)

MM

LF

ocus

edE

quit

y19

.11

15.9

613

.76

15.3

913

.96

10.3

0—

——

—10

.00

(f)

MM

LF

orei

gn15

.80

13.1

813

.19

13.9

815

.27

12.8

310

.95

12.3

411

.97

9.41

10.0

0(a

)

MM

LF

unda

men

talG

row

th18

.22

14.5

414

.26

13.6

712

.53

9.64

——

——

10.0

0(f

)

MM

LF

unda

men

talV

alue

17.2

015

.22

13.6

714

.34

13.1

210

.21

——

——

10.0

0(f

)

MM

LG

loba

l17

.13

14.0

113

.23

13.6

213

.31

10.5

58.

669.

198.

286.

3710

.00

(a)

MM

LG

row

th22

.15

17.6

016

.40

15.6

514

.72

11.5

49.

9810

.64

9.15

6.69

10.0

0(e

)

57

Sub-

Acc

ount

Dec

.31,

2017

Dec

.31,

2016

Dec

.31,

2015

Dec

.31,

2014

Dec

.31,

2013

Dec

.31,

2012

Dec

.31,

2011

Dec

.31,

2010

Dec

.31,

2009

Dec

.31,

2008

Val

ueat

Ince

ptio

nD

ate

MM

LG

row

th&

Inco

me

$19.

65$1

6.13

$15.

06$1

5.22

$13.

90$1

0.66

$9.

06$

9.37

$8.

54$

6.79

$10.

00(a

)

MM

LG

row

thA

lloc

atio

n16

.97

14.8

414

.01

14.3

413

.77

11.4

010

.11

10.3

19.

117.

1410

.00

(c)

MM

LH

igh

Yie

ld16

.12

15.1

813

.26

13.6

613

.77

12.6

511

.02

10.5

8—

—10

.00

(g)

MM

LIn

com

e&

Gro

wth

19.9

117

.22

15.0

215

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14.2

011

.57

10.5

010

.10

9.18

7.90

10.0

0(a

)

MM

LIn

flat

ion-

Pro

tect

edan

dIn

com

e12

.72

12.5

212

.08

12.4

612

.23

13.6

112

.93

11.5

711

.03

10.0

710

.00

(a)

MM

LIn

tern

atio

nal

14.6

411

.29

11.1

411

.90

12.4

710

.46

9.05

10.7

310

.20

7.26

10.0

0(e

)

MM

LIn

tern

atio

nalE

quit

y11

.62

9.07

8.53

9.13

——

——

——

10.0

0(h

)

MM

LL

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Cap

Gro

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21.0

215

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16.3

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14.6

011

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9.74

10.2

78.

786.

7610

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(a)

MM

LM

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14.4

213

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13.8

314

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13.5

013

.94

13.3

812

.66

12.0

311

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10.0

0(a

)

MM

LM

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14.2

914

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13.8

013

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11.5

710

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10.9

79.

927.

7110

.00

(a)

MM

LM

idC

apG

row

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21.9

520

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19.9

417

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13.2

911

.86

12.2

09.

676.

7610

.00

(i)

MM

LM

idC

apV

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29.7

227

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22.2

722

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19.9

815

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13.5

413

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11.7

09.

1210

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(a)

MM

LM

oder

ate

All

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ion

16.0

914

.42

13.7

014

.00

13.4

711

.63

10.4

410

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9.40

7.58

10.0

0(c

)

MM

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DA

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(m)

——

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13.6

413

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11.4

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pany

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10.4

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10.2

610

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Equ

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23.7

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26.9

122

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20.0

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10.4

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ity

(l)

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25.8

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19.4

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12.6

313

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(p)

9.51

9.62

9.77

9.92

10.0

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210

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com

e(n

),(o

)—

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193.

322.

932.

3810

.00

(a)

58

Sub-

Acc

ount

Dec

.31,

2017

Dec

.31,

2016

Dec

.31,

2015

Dec

.31,

2014

Dec

.31,

2013

Dec

.31,

2012

Dec

.31,

2011

Dec

.31,

2010

Dec

.31,

2009

Dec

.31,

2008

Val

ueat

Ince

ptio

nD

ate

Opp

enhe

imer

Inte

rnat

iona

lGro

wth

$23.

49$1

8.89

$19.

60$1

9.25

$21.

07$1

7.00

$14.

13$1

5.45

$13.

68$9

.98

$10.

00(a

)

Opp

enhe

imer

Mai

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tree

t22

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19.6

417

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17.5

616

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12.4

210

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10.9

69.

597.

5910

.00

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PIM

CO

Com

mod

ityR

ealR

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n®S

trat

egy

5.66

5.64

4.98

6.81

8.50

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29.

7810

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8.78

6.29

10.0

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)

VY

®C

lari

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loba

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lEst

ate

14.6

713

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13.6

114

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912

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9.89

10.6

09.

287.

0710

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(i)

Acc

umul

atio

nU

nit

Val

ues

Pre

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8V

ersi

onC

ontr

acts

wit

hS

epar

ate

Acc

ount

Cha

rges

of1.

95%

(inc

lude

s0.

40%

for

GM

AB

)

Sub-

Acc

ount

Dec

.31,

2017

Dec

.31,

2016

Dec

.31,

2015

Dec

.31,

2014

Dec

.31,

2013

Dec

.31,

2012

Dec

.31,

2011

Dec

.31,

2010

Dec

.31,

2009

Dec

.31,

2008

Val

ueat

Ince

ptio

nD

ate

Fid

elit

y®V

IPC

ontr

afun

d®$2

6.11

$21.

84$2

0.62

$20.

89$1

9.03

$14.

78$1

2.95

$13.

54$1

1.78

$8.8

5$1

0.00

(a)

Inve

sco

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ersi

fied

Div

iden

d9.

268.

697.

727.

716.

975.

424.

664.

854.

483.

5910

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(a)

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sco

V.I

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balH

ealt

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are

(r)

21.1

118

.58

21.4

021

.15

18.0

213

.08

11.0

310

.82

10.4

88.

3710

.00

(a)

Inve

sco

V.I

.Tec

hnol

ogy

20.7

915

.69

16.1

215

.39

14.1

311

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10.5

511

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9.52

6.17

10.0

0(a

)

Ivy

VIP

Ass

etS

trat

egy

11.8

910

.25

10.7

311

.94

12.8

510

.47

——

——

10.0

0(b

)

MM

LA

ggre

ssiv

eA

lloc

atio

n17

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14.8

213

.92

14.3

213

.79

11.0

49.

7310

.11

8.88

6.75

10.0

0(c

)

MM

LA

sset

All

ocat

ion

(m)

——

——

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10.4

510

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9.49

8.27

10.0

0(a

)

MM

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alan

ced

All

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ion

14.7

313

.47

12.9

413

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12.8

211

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10.3

610

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9.39

7.75

10.0

0(c

)

MM

LB

lend

20.6

918

.30

17.0

517

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15.9

613

.53

12.2

511

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10.8

09.

1410

.00

(a)

MM

LB

lue

Chi

pG

row

th27

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221

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19.4

018

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13.0

811

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11.3

49.

957.

1310

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(a)

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hina

(d)

——

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14.3

413

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10.7

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13.1

87.

9010

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(e)

MM

LC

once

ntra

ted

Gro

wth

(m)

——

——

——

8.55

8.78

7.85

5.61

10.0

0(a

)

MM

LC

onse

rvat

ive

All

ocat

ion

14.3

513

.35

12.8

713

.17

12.7

711

.70

10.7

110

.65

9.70

8.17

10.0

0(c

)

MM

LC

ore

All

ocat

ion

15.8

014

.01

13.1

113

.52

12.7

611

.00

10.0

410

.25

9.58

7.84

10.0

0(e

)

MM

LE

mer

ging

Gro

wth

(m)

——

——

——

8.84

9.64

7.85

7.14

10.0

0(a

)

MM

LE

nhan

ced

Inde

xC

ore

Equ

ity

(m)

——

——

——

10.5

910

.53

9.40

7.73

10.0

0(a

)

MM

LE

quit

y19

.63

17.2

815

.65

16.5

315

.11

11.5

610

.16

10.7

69.

567.

4610

.00

(a)

MM

LE

quit

yIn

com

e20

.57

18.0

315

.49

16.9

616

.08

12.6

210

.97

11.2

710

.00

8.15

10.0

0(a

)

MM

LE

quit

yIn

dex

22.2

018

.66

17.0

617

.23

15.5

212

.01

10.6

010

.63

9.46

7.65

10.0

0(a

)

MM

LF

ocus

edE

quit

y18

.68

15.6

613

.56

15.2

213

.86

10.2

7—

——

—10

.00

(f)

MM

LF

orei

gn14

.95

12.5

212

.58

13.3

914

.68

12.3

910

.61

12.0

111

.70

9.22

10.0

0(a

)

MM

LF

unda

men

talG

row

th17

.82

14.2

714

.05

13.5

312

.45

9.62

——

——

10.0

0(f

)

MM

LF

unda

men

talV

alue

16.8

114

.94

13.4

714

.19

13.0

310

.18

——

——

10.0

0(f

)

59

Sub-

Acc

ount

Dec

.31,

2017

Dec

.31,

2016

Dec

.31,

2015

Dec

.31,

2014

Dec

.31,

2013

Dec

.31,

2012

Dec

.31,

2011

Dec

.31,

2010

Dec

.31,

2009

Dec

.31,

2008

Val

ueat

Ince

ptio

nD

ate

MM

LG

loba

l$1

6.21

$13.

31$1

2.62

$13.

04$1

2.79

$10.

18$

8.39

$8.

94$

8.09

$6.

25$1

0.00

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Sub-

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Dec

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2017

Dec

.31,

2016

Dec

.31,

2015

Dec

.31,

2014

Dec

.31,

2013

Dec

.31,

2012

Dec

.31,

2011

Dec

.31,

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Dec

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Dec

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Val

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2017

Dec

.31,

2016

Dec

.31,

2015

Dec

.31,

2014

Dec

.31,

2013

Dec

.31,

2012

Dec

.31,

2011

Dec

.31,

2010

Dec

.31,

2009

Dec

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61

Sub-

Acc

ount

Dec

.31,

2017

Dec

.31,

2016

Dec

.31,

2015

Dec

.31,

2014

Dec

.31,

2013

Dec

.31,

2012

Dec

.31,

2011

Dec

.31,

2010

Dec

.31,

2009

Dec

.31,

2008

Val

ueat

Ince

ptio

nD

ate

MM

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ocus

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quit

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8.57

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Dec

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Dec

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2015

Dec

.31,

2014

Dec

.31,

2013

Dec

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Dec

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2016

Dec

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2015

Dec

.31,

2014

Dec

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2013

Dec

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2012

Dec

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2011

Dec

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Dec

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2017

Dec

.31,

2016

Dec

.31,

2015

Dec

.31,

2014

Dec

.31,

2013

Dec

.31,

2012

Dec

.31,

2011

Dec

.31,

2010

Dec

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2009

Dec

.31,

2008

Val

ueat

Ince

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64

Sub-

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Dec

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2017

Dec

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2016

Dec

.31,

2015

Dec

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2014

Dec

.31,

2013

Dec

.31,

2012

Dec

.31,

2011

Dec

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2010

Dec

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2014

Dec

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2013

Dec

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2012

Dec

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Dec

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8.25

10.0

0(a

)

MM

LB

alan

ced

All

ocat

ion

14.7

313

.47

12.9

413

.25

12.8

211

.42

10.3

610

.38

9.39

7.75

10.0

0(c

)

MM

LB

lend

20.6

518

.27

17.0

317

.35

15.9

413

.51

12.2

311

.90

10.7

89.

1210

.00

(a)

MM

LB

lue

Chi

pG

row

th27

.90

20.8

921

.11

19.3

718

.10

13.0

611

.26

11.3

29.

947.

1210

.00

(a)

65

Sub-

Acc

ount

Dec

.31,

2017

Dec

.31,

2016

Dec

.31,

2015

Dec

.31,

2014

Dec

.31,

2013

Dec

.31,

2012

Dec

.31,

2011

Dec

.31,

2010

Dec

.31,

2009

Dec

.31,

2008

Val

ueat

Ince

ptio

nD

ate

MM

LC

hina

(d)

$—

$—

$—

$—

$14.

34$1

3.15

$10.

70$1

3.49

$13.

18$

7.90

$10.

00(e

)

MM

LC

once

ntra

ted

Gro

wth

(m)

——

——

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8.54

8.77

7.83

5.60

10.0

0(a

)

MM

LC

onse

rvat

ive

All

ocat

ion

14.3

513

.35

12.8

713

.17

12.7

711

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10.7

110

.65

9.70

8.17

10.0

0(c

)

MM

LC

ore

All

ocat

ion

15.8

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13.1

113

.52

12.7

611

.00

10.0

410

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9.58

7.84

10.0

0(e

)

MM

LE

mer

ging

Gro

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8.82

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7.84

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Equ

ity

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9.39

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11.5

410

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10.7

49.

547.

4510

.00

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MM

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18.0

015

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16.9

316

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12.6

010

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11.2

69.

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1310

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MM

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22.1

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17.0

417

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15.5

011

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10.5

910

.61

9.45

7.64

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0(a

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MM

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y18

.68

15.6

613

.56

15.2

213

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10.2

7—

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—10

.00

(f)

MM

LF

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gn14

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12.5

012

.56

13.3

714

.65

12.3

710

.59

11.9

911

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9.21

10.0

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MM

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49.

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13.9

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MM

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12.9

613

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12.9

512

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310

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MM

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12.9

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11.9

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536.

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121

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815

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11.4

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15.4

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13.1

511

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10.2

810

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)

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DA

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27.

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pany

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)—

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10.2

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22.4

520

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16.9

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10.5

611

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MM

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25.4

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19.0

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513

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48.

0610

.00

(a)

66

Sub-

Acc

ount

Dec

.31,

2017

Dec

.31,

2016

Dec

.31,

2015

Dec

.31,

2014

Dec

.31,

2013

Dec

.31,

2012

Dec

.31,

2011

Dec

.31,

2010

Dec

.31,

2009

Dec

.31,

2008

Val

ueat

Ince

ptio

nD

ate

MM

LS

mal

lCap

Inde

x(m

)$

—$

—$

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19$1

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MM

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pany

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919

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20.9

221

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16.5

214

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15.1

812

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418

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17.4

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MM

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Sub-

Acc

ount

Dec

.31,

2017

Dec

.31,

2016

Dec

.31,

2015

Dec

.31,

2014

Dec

.31,

2013

Dec

.31,

2012

Dec

.31,

2011

Dec

.31,

2010

Dec

.31,

2009

Dec

.31,

2008

Val

ueat

Ince

ptio

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Fid

elit

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13.9

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10.8

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110

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9.25

8.10

10.0

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)

67

Sub-

Acc

ount

Dec

.31,

2017

Dec

.31,

2016

Dec

.31,

2015

Dec

.31,

2014

Dec

.31,

2013

Dec

.31,

2012

Dec

.31,

2011

Dec

.31,

2010

Dec

.31,

2009

Dec

.31,

2008

Val

ueat

Ince

ptio

nD

ate

MM

LB

alan

ced

All

ocat

ion

$14.

16$1

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52$1

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0.26

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7.73

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00(c

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19.5

417

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16.2

416

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15.3

213

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11.8

511

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10.5

48.

9510

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MM

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lue

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row

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19.8

420

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18.5

517

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12.6

110

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29.

716.

9810

.00

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14.0

412

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10.5

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17.

8910

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ted

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8.27

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13.7

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12.4

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12.4

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2016

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Dec

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2016

Dec

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2015

Dec

.31,

2014

Dec

.31,

2013

Dec

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2012

Dec

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2011

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Dec

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Dec

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Dec

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Dec

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2016

Dec

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2015

Dec

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2014

Dec

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2013

Dec

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2012

Dec

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2011

Dec

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Dec

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Dec

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Val

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Dec

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2014

Dec

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2013

Dec

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quit

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8,16

428

6,65

528

5,37

325

8,84

934

9,16

236

0,89

540

9,71

242

1,81

044

1,46

845

8,98

6

MM

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quit

yIn

com

e(a

)1,

728,

745

2,00

9,62

42,

261,

488

2,40

9,46

82,

722,

116

3,18

4,63

53,

762,

383

4,01

6,50

54,

391,

981

4,62

9,58

1

MM

LE

quit

yIn

dex

(a)

64,0

1678

,593

99,8

8384

,354

84,6

7968

,387

79,0

7789

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80,0

6777

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MM

LF

ocus

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quit

y(f

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363

5,43

25,

561

8,76

54,

628

——

——

—

MM

LF

orei

gn(a

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971,

590

2,29

7,29

32,

565,

886

2,71

2,94

62,

680,

608

2,98

6,95

93,

445,

540

3,68

3,36

53,

792,

457

4,10

5,25

5

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men

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th(f

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505

6,51

76,

512

6,93

44,

532

1,60

5—

——

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unda

men

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(f)

7,28

810

,058

7,64

010

,645

5,78

44,

562

——

——

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LG

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54,1

4754

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85,2

3440

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40,9

2344

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56,6

7162

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69,1

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LG

row

th(e

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52,7

4652

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60,3

2710

3,33

112

5,14

213

9,07

011

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211

1,95

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row

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Inco

me

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317,

649

362,

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402,

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467,

722

538,

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611,

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13,5

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15,3

36,4

5616

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17,6

30,2

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18,3

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56,0

9645

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32,6

1319

,972

19,1

878,

778

2,75

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wth

(a)

84,2

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90,3

4311

2,74

612

4,78

913

8,45

314

1,36

613

5,99

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9,99

515

5,48

3

MM

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Pro

tect

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com

e(a

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869,

665

2,90

6,87

13,

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213,

257

3,96

7,60

24,

091,

109

5,04

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8

MM

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tern

atio

nal(

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9,07

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105,

220

116,

623

132,

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109,

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110,

380

47,5

69

MM

LIn

tern

atio

nalE

quit

y(h

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420

2,42

18,

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——

——

——

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20,4

6426

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4257

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61,4

6168

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73,9

5880

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104,

532

115,

482

74

Sub-

Acc

ount

Dec

.31,

2017

Dec

.31,

2016

Dec

.31,

2015

Dec

.31,

2014

Dec

.31,

2013

Dec

.31,

2012

Dec

.31,

2011

Dec

.31,

2010

Dec

.31,

2009

Dec

.31,

2008

MM

LM

anag

edB

ond

(a)

1,90

5,24

01,

996,

923

2,23

3,26

82,

453,

581

2,85

2,75

02,

926,

665

3,02

8,79

53,

566,

143

3,71

4,74

13,

472,

473

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y(a

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617,

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1,72

7,63

51,

896,

742

2,19

8,49

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462,

399

2,72

2,50

93,

115,

703

3,35

4,72

63,

651,

488

3,94

0,77

3

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3,37

443

1,54

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4,93

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4,31

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3,25

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4,56

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9,05

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2,04

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1,86

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235,

403

2,64

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72,

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899

3,32

8,24

73,

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MM

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All

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7,29

6,86

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55,9

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10,5

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Dec

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Dec

.31,

2016

Dec

.31,

2015

Dec

.31,

2014

Dec

.31,

2013

Dec

.31,

2012

Dec

.31,

2011

Dec

.31,

2010

Dec

.31,

2009

Dec

.31,

2008

Val

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10.6

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14.7

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12.9

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12.8

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10.3

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16.2

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19.6

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13.2

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11.5

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14.2

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13.6

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12.6

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211

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14.4

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9.63

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76

Sub-

Acc

ount

Dec

.31,

2017

Dec

.31,

2016

Dec

.31,

2015

Dec

.31,

2014

Dec

.31,

2013

Dec

.31,

2012

Dec

.31,

2011

Dec

.31,

2010

Dec

.31,

2009

Dec

.31,

2008

Val

ueat

Ince

ptio

nD

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MM

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11.9

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Dec

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2015

Dec

.31,

2014

Dec

.31,

2013

Dec

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2012

Dec

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Dec

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Dec

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2017

Dec

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2016

Dec

.31,

2015

Dec

.31,

2014

Dec

.31,

2013

Dec

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2012

Dec

.31,

2011

Dec

.31,

2010

Dec

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2009

Dec

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2008

Val

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2016

Dec

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2015

Dec

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2014

Dec

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2013

Dec

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2012

Dec

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2011

Dec

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2009

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Dec

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2017

Dec

.31,

2016

Dec

.31,

2015

Dec

.31,

2014

Dec

.31,

2013

Dec

.31,

2012

Dec

.31,

2011

Dec

.31,

2010

Dec

.31,

2009

Dec

.31,

2008

Val

ueat

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LIn

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Dec

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2016

Dec

.31,

2015

Dec

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2014

Dec

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2013

Dec

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Dec

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2017

Dec

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2016

Dec

.31,

2015

Dec

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2014

Dec

.31,

2013

Dec

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Dec

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Dec

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2016

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2015

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2014

Dec

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2013

Dec

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86

Sub-

Acc

ount

Dec

.31,

2017

Dec

.31,

2016

Dec

.31,

2015

Dec

.31,

2014

Dec

.31,

2013

Dec

.31,

2012

Dec

.31,

2011

Dec

.31,

2010

Val

ueat

Ince

ptio

nD

ate

MM

LIn

tern

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nalE

quit

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0.98

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8.31

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on

Sub-

Acc

ount

Dec

.31,

2017

Dec

.31,

2016

Dec

.31,

2015

Dec

.31,

2014

Dec

.31,

2013

Dec

.31,

2012

Dec

.31,

2011

Dec

.31,

2010

Dec

.31,

2009

Dec

.31,

2008

Fid

elit

y®V

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ontr

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d®(e

)1,

347,

141

1,49

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513

87

Sub-

Acc

ount

Dec

.31,

2017

Dec

.31,

2016

Dec

.31,

2015

Dec

.31,

2014

Dec

.31,

2013

Dec

.31,

2012

Dec

.31,

2011

Dec

.31,

2010

Dec

.31,

2009

Dec

.31,

2008

Ivy

VIP

Ass

etS

trat

egy

(b)

390,

272

477,

225

536,

670

492,

980

179,

479

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90

Appendix B – Additional FeaturesGuaranteed Minimum Income Benefit (GMIB)

We no longer sell contracts offering the GMIB. If you applied for your contract before April 1, 2009 and you elected a GMIBfeature, see the chart below to identify which GMIB feature(s) were available to you when we issued your contract.

GMIB 5 The GMIB 5 is no longer available.

GMIB 5 was available if you applied for your contract from 9/1/2007 to 3/31/2009 (subject to stateavailability).

Certain aspects of the GMIB 5 vary depending on when we issued your contract. See “GMIB 5 andGMIB 6 – 2008 and Pre-2008 Version.”

GMIB 6 The GMIB 6 is no longer available.

GMIB 6 was available if you applied for your contract from 9/1/2007 to 12/2/2008 (subject to stateavailability).

Certain aspects of the GMIB 6 vary depending on when we issued your contract. See “GMIB 5 andGMIB 6 – 2008 and Pre-2008 Version.”

Basic GMIB The Basic GMIB is no longer available.

The Basic GMIB was available if you applied for your contract prior to 9/1/2007 (subject to stateavailability) or after 9/1/2007 in a state where GMIB 5 and GMIB 6 were unavailable.

Important GMIB Considerations

‰ Withdrawals reduce the value of the GMIB. To understand the impact of withdrawals on the GMIB value see thefollowing sections in this appendix: “GMIB 5 and GMIB 6 – Adjustment for Withdrawals” or “Basic GMIB – How isthe GMIB Value Calculated?”

‰ This feature may not be appropriate for all contract owners. You should understand the GMIB completely before youelect this feature.

‰ The GMIB does not in any way guarantee the performance of any of the investment choices available under thiscontract.

‰ For the GMIB 5 and GMIB 6, any purchase payments made after the second contract year will not increase the GMIBvalue, unless the GMIB value is reset.

‰ For the Basic GMIB any purchase payments made after the second contract year will not increase the GMIB value.‰ Because the charge for the GMIB 5 and GMIB 6 is a percentage of the GMIB value, an increase in the GMIB value

will result in an increase in the cost of the feature.‰ Consult a tax adviser before considering the GMIB in conjunction with a tax-qualified contract because IRS minimum

distribution requirements may negatively impact the benefit.‰ Please consult with a qualified financial professional when you are evaluating the GMIB and all other aspects of the

contract.

GMIB 5 and GMIB 6(MassMutual Guaranteed Income Plus 5 and MassMutual Guaranteed Income Plus 6)

The GMIB 5 and GMIB 6 are no longer available. GMIB 5 was available if you applied for your contract from September 1,2007 to March 31, 2009 (subject to state availability). GMIB 6 was available if you applied for your contract fromSeptember 1, 2007 to December 2, 2008 (subject to state availability). Certain aspects of the GMIB 5 and GMIB 6 varydepending on when we issued your contract. See “GMIB 5 and GMIB 6 – 2008 and Pre-2008 Version.”

What are GMIB 5 and GMIB 6? GMIB 5 and GMIB 6 are features you may have elected when we issued your contract.Each sets a minimum floor for a future amount that you may apply to an annuity option. We call that amount the GMIB value.

Examples. For examples of how the benefit may work see “Appendix E – MassMutual Guaranteed Income Plus 5 Examples– 2008 Version.”

91

2008 and Pre-2008 Versions. This prospectus describes two versions of the Evolution contract: the 2008 Version (applied foron or after 9/8/2008, subject to state availability); and the Pre-2008 Version (applied for prior to 9/8/2008 or in states wherethe 2008 Version was unavailable). In this section we will note when there are differences between the 2008 Version of GMIB5 and GMIB 6 and the Pre-2008 Version.


Benefit Waiting Period. You are not eligible to apply your GMIB value to an annuity option until after your benefit waitingperiod. The benefit waiting period equals ten contract years, so you become eligible to apply your GMIB value to an annuityoption:

‰ on your tenth contract anniversary; or‰ if your GMIB value is reset, on the tenth contract anniversary following the most recent reset.

Your first contract anniversary is one year from the date we issued your contract.

For additional eligibility requirements see “GMIB 5 and GMIB 6 – Eligibility for the GMIB Value.”

How is the GMIB Value Calculated? When we issue your contract, your GMIB value will equal your initial purchasepayment increased by a compound annual interest rate of 5% for GMIB 5 or 6% for GMIB 6.

Additional purchase payments made within the first two contract years are added to the GMIB value, increased on a pro-ratedbasis from the date of receipt until the end of that contract year by an annual interest rate of 5% for GMIB 5 or 6% for GMIB6. If you make a withdrawal, we reduce your GMIB value by an adjustment for withdrawals.

On each contract anniversary prior to the contract anniversary on which the GMIB value is fully annuitized, we will increaseyour GMIB value by an annual interest rate of 5% for GMIB 5 or 6% for GMIB 6 and continue to make any adjustment forwithdrawals. If your GMIB value is reset, we recalculate your GMIB value as described in “GMIB 5 and GMIB 6 – WhatHappens On A Reset Date?” If your GMIB value is reset, then on that date we will use the new GMIB value when calculatingthe 5% or 6% increase. Contract anniversary values are that day’s values as of the close of the NYSE.

Discontinuation of Crediting of Annual Interest to the GMIB ValueCrediting of the annual interest rate to the GMIB value for the GMIB 5 and GMIB 6 will only be discontinued:

‰ on the contract anniversary following the annuitant attaining age 90 (for the 2008 Version) or 85 (for the pre-2008Version);

‰ if the contract value is fully annuitized;‰ if the GMIB value is fully annuitized;‰ if the GMIB 5 or GMIB 6 is terminated; or‰ if the contract is terminated.(The term “fully annuitized” means “fully applied to an annuity option.”)

Adjustment for Withdrawals. If you make a withdrawal, we recalculate the GMIB value by making an adjustment forwithdrawals. There are two types of adjustments for withdrawals:

Dollar For Dollar AdjustmentDuring each contract year, we will lower your GMIB value for each dollar that you withdraw up to and equal to the currentcontract year interest credited on your GMIB value.

Pro-Rata AdjustmentDuring each contract year, for any amount you withdraw that exceeds the current contract year interest credited on your GMIBvalue, the GMIB value will be further reduced by a pro-rata adjustment. Such a withdrawal will negatively impact your GMIBvalue. We use the percentage of contract value withdrawn to lower the GMIB value by the same percentage. This may result ina larger reduction in the GMIB value than the actual dollar amount of the withdrawal.

The following is an example of a pro-rata adjustment to the GMIB value:

The values shown are based on the following assumptions:

‰ the owner is age 60 when we issue the contract;‰ the annuitant and the owner are the same person;‰ the initial purchase payment is equal to $100,000; and

92

‰ there is a hypothetical rate of return such that the contract value in contract year 5 prior to the withdrawal is equal to$127,322

Contract Year(end of year) Age

PurchasePayment Withdrawal

ContractValue

GMIBValue

MonthlyIncomeBenefit

1 61 $100,000 $0 $104,916 $105,000 $0

2 62 0 110,074 110,250 0

3 63 0 115,485 115,763 0

4 64 0 121,161 121,551 0

5 65 12,000 115,322 115,613 0

6 66 0 120,791 121,394 0

The example shows the following:

‰ On the contract issue date, the GMIB value is equal to the initial purchase payment increased by 5%.‰ Each contract year the GMIB value is increased by 5%.‰ A withdrawal of $12,000 is taken in contract year 5. Because this withdrawal is greater than the interest credited to the

GMIB value during the current contract year, the GMIB value is:

1) reduced dollar for dollar up to the interest credited during the current contract year; and2) reduced in direct proportion to the contract value reduction for the amount of the withdrawal greater than the

GMIB interest credited during the current contract year.

‰ The GMIB interest credited during contract year 5 is equal to $6,077.‰ The withdrawal amount is equal to $12,000.‰ The excess withdrawal amount is equal to $5,923 ($12,000 – $6,077).‰ The contract value prior to the excess withdrawal is equal to $121,245 ($127,322 – $6,077).‰ The contract value after the excess withdrawal is equal to $115,322 ($121,245 – $5,923).‰ The GMIB value prior to the withdrawal is equal to $127,628.‰ The GMIB value prior to the excess withdrawal is equal to $121,551 ($127,628 – $6,077).‰ The GMIB value after the excess withdrawal = the GMIB value prior to the excess withdrawal – ((excess withdrawal /

contract value prior to the excess withdrawal) x (the GMIB value prior to the excess withdrawal)).The GMIB value = $121,551 – (($5,923 / $121,245) x ($121,551))

= $121,551 – $5,938 = $115,613.

We consider requests to apply part of your contract value to an annuity option as a withdrawal for purposes of calculating theGMIB value.

Withdrawals may be subject to a contingent deferred sales charge.

The Reset Date for the 2008 Version (for contracts applied for on or after 9/8/2008, subject to state availability). For the2008 Version a reset date will automatically occur on your first contract anniversary and each subsequent contract anniversary,unless you request otherwise in writing. Your written request must be received in good order at our Service Center prior to theclose of the NYSE on the business day before your contract anniversary for the request to be effective on that anniversary.Once the annuitant is over age 80 the reset option is no longer available so there are no longer reset dates.

The Reset Date for the Pre-2008 Version (for contracts applied for prior to 9/8/2008 or in states where the 2008 Versionwas unavailable). For the Pre-2008 Version we will not schedule an initial reset date until you request one. Once you requestan initial reset date we will automatically schedule future reset dates for each subsequent contract anniversary unless yourequest otherwise in writing. Reset dates may occur on your second contract anniversary and any subsequent contractanniversary. To request a reset or to cancel a reset a written request must be received in good order at our Service Center priorto the close of the NYSE on the business day before your contract anniversary for the request to be effective on thatanniversary. Once the annuitant is over age 75 the reset option is no longer available so there are no longer reset dates.

What Happens on a Reset Date? As of the close of the NYSE on the business day prior to the reset date, we will compareyour GMIB value to your contract value.

93

1) If at the close of the NYSE on the business day just prior to the reset date your contract value exceeds the GMIB value,then we will reset your GMIB value by increasing it to equal that contract value. The increase will occur on the reset date.Additionally, the following will occur:

a) On the reset date you will begin a new ten year benefit waiting period.b) On the reset date we will use the new GMIB value to calculate the 5% or 6% increase.

You may not apply the GMIB value to an annuity option until on or after the tenth contract anniversary following the mostrecent reset.

2) If at the close of the NYSE on the business day just prior to the reset date your contract value is less than the GMIB value,the following will occur:

a) Your GMIB value will not be reset.b) The current benefit waiting period will remain in place.

Reset Examples

Example 1

Assuming:

‰ You elect GMIB 5.‰ A reset is scheduled for your contract anniversary.‰ On the close of the business day just prior to your contract anniversary your contract value is $120,000 and your GMIB

value is $110,250.

Then:

‰ Since your contract value is higher than your GMIB value we reset your GMIB value to equal $120,000.‰ Your benefit waiting period is extended to equal ten years from this contract anniversary.‰ On this contract anniversary $6,000 is the interest credited on your GMIB value for the contract year ($120,000 x 5%

for GMIB 5 = $6,000).‰ During the contract year:

a) you may withdraw up to $6,000 and we will make a dollar for dollar adjustment for withdrawals to your GMIBvalue;

b) for any withdrawal amount that exceeds $6,000 during the contract year we will make a pro-rata adjustment forwithdrawals to your GMIB value.

Example 2

Assuming:

‰ You elect GMIB 5.‰ A reset is scheduled for your contract anniversary.‰ On the close of the business day just prior to your contract anniversary your contract value is $90,000 and your GMIB

value is $110,250.

Then:

‰ Since your contract value is less than your GMIB value we do not reset your GMIB value to equal your contract value.So your GMIB value remains at $110,250.

‰ Your benefit waiting period is unchanged.‰ On this contract anniversary $5,513 is the interest credited on your GMIB value for the contract year ($110,250 x 5%

for GMIB 5 = $5,513).‰ During the contract year:

a) you may withdraw up to $5,513 and we will make a dollar for dollar adjustment for withdrawals to your GMIBvalue;

b) for any withdrawal amount that exceeds $5,513 during the contract year we will make a pro-rata adjustment forwithdrawals to your GMIB value.

For additional examples see “Appendix E – MassMutual Guaranteed Income Plus 5 Examples – 2008 Version.”

94

Eligibility for the GMIB Value. You can only apply the GMIB value to an annuity option on a contract anniversary. You will beeligible to apply all of the GMIB value to an annuity option or a minimum of $10,000 of the GMIB value to an annuity option if:

1) you elected GMIB 5 or GMIB 6 at time of contract issue and you do not cancel the feature;2) you participated in an approved Asset Allocation Program at the time of contract issue and until your contract enters

the income phase (see “Transfers and Transfer Programs – Asset Allocation Programs”);3) your annuity start date is on the tenth or a subsequent contract anniversary or, if your GMIB value was reset, your

annuity start date is on the tenth or a subsequent contract anniversary after the last reset (except as described underitem 7);

4) the annuitant is at least age 60 (except as described under item 7);5) the annuitant is not older than age 90 (for the 2008 Version) or not older than age 85 (for the Pre-2008 Version); and6) you elect an annuity option available for use with the GMIB value. Available options are as follows:

a) For the 2008 Version you may elect fixed annuity payments. You may not elect a period certain only annuityoption. You may apply all or a minimum of $10,000 of the GMIB value to a lifetime annuity option or a lifetimeannuity option with period certain within the following guidelines: If your lifetime annuity option includes aperiod certain, the period certain cannot be greater than 20 years if the annuitant is age 80 or under; 10 years if theannuitant is at or between age 81 and age 90; and for contracts issued in New York: 15 years if the annuitant isage 65 or under; 10 years if the annuitant is at or between age 66 and age 75; and five years if the annuitant is at orbetween age 76 and age 90.

b) For the Pre-2008 Version, you may elect fixed and/or variable payments. You may apply all or a minimum of$10,000 of the GMIB value to any of our available annuity options, however, if you elect an annuity option with aperiod certain only, it must be for a period certain of twenty or more years.

Additionally:

7) a) For the 2008 Version, if your contract value is equal to zero, you will be eligible to apply all of the GMIB value toan annuity option if you meet the requirements of items 1, 2 and 6(a) and the annuitant is age 90 or younger. In somecases, your contract value and your GMIB value may both equal zero. In this case, there is no value to apply to anannuity option.b) For the Pre-2008 Version, if your contract value is equal to zero, you will be eligible to apply all of the GMIBvalue to an annuity option if you meet the requirements of items 1, 2 and 6(b) and the annuitant is age 85 or younger.In some cases, your contract value and your GMIB value may both equal zero. In this case, there is no value to applyto an annuity option.

Should you be eligible and request to apply a portion of your GMIB value to an annuity option, on your contract anniversarywe will reduce your GMIB value by the amount applied to the annuity option and then increase the remaining GMIB value byan annual interest rate of 5% for GMIB 5 or 6% for GMIB 6.

Fixed Annuity Payment Amounts and the GMIB. When you enter the income phase, we calculate fixed annuity paymentsusing the values which provide the most favorable annuity payment, either:

1) the GMIB value and the fixed guaranteed payout rates in your contract;2) your contract value and the fixed guaranteed payout rates in your contract; or3) your contract value and our single premium immediate annuity rates available on the date we calculate your annuity

payments.

Variable Annuity Payment Amounts and the GMIB. For the Pre-2008 Version you may elect fixed and/or variable annuitypayments. For the 2008 Version you may not elect variable payments. We calculate the initial variable annuity payment usingthe values which provide the most favorable annuity payment, either:

1) the GMIB value and the fixed guaranteed payout rates in your contract; or2) your contract value and the variable guaranteed payout rates.

Future variable payments will depend on the performance of the funds you select. If the actual performance on an annualizedbasis exceeds the 4% assumed investment rate plus the deductions for expenses, your annuity payments will increase.Similarly, if the actual rate is less than 4% annualized plus the amount of the deductions, your annuity payments will decrease.

Annuitant Age and Termination of GMIB 5 and GMIB 6. For the 2008 Version, you may apply your GMIB value to anannuity option until the contract anniversary following the annuitant attaining age 90. After that date, you may no longer applythe GMIB value to an annuity option and the GMIB feature is terminated. If you have not applied your GMIB value to anannuity option as of the contract anniversary following the annuitant attaining age 90, we will increase your contract value to

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equal 60% of the GMIB value if your contract value is less than 60% of the GMIB value on that date. If your contract value isgreater than 60% of the GMIB value, we will make no adjustment.

For the Pre-2008 Version, you may apply your GMIB value to an annuity option until the contract anniversary following theannuitant attaining age 85. After that date, you may no longer apply the GMIB value to an annuity option and the GMIBfeature is terminated.

Allocation Restrictions. If you elect GMIB 5 or GMIB 6, you must participate in an approved Asset Allocation Program. See“Transfers and Transfer Programs – Asset Allocation Programs.”

If you elect GMIB 5 or GMIB 6, you cannot participate in the Separate Account Dollar Cost Averaging Program, the InterestSweep Option, a DCA Fixed Account or the Automatic Rebalancing Program. Additionally, you cannot make allocations tothe fixed accounts.

Additional Restrictions. You may only elect one GMIB feature. If you elect GMIB 5 or GMIB 6, you may not elect aGuaranteed Minimum Accumulation Benefit or the Guaranteed Minimum Withdrawal Benefit.

Cost of GMIB 5 and GMIB 6. If you elect GMIB 5 or GMIB 6, we will deduct a charge from your contract value in thefunds. The charge for the 2008 Version and Pre-2008 Version GMIB 5 is equal, on an annual basis, to 0.65% of the currentGMIB value. The charge for the 2008 Version and Pre-2008 Version GMIB 6 is equal, on an annual basis, to 0.80% of thecurrent GMIB value. We may increase the charge for these features at any time while you own the contract, but the charge foreach feature will never exceed 1.50%. We will deduct the charge for GMIB 5 or GMIB 6 quarterly in arrears while the featureremains in effect, commencing on the first quarter of your first contract year. Should you apply your full contract value to anannuity option, cancel this feature or fully surrender your contract, the final charge for this feature will occur on theimmediately preceding contract year quarter.

How to Elect GMIB 5 or GMIB 6. To elect GMIB 5 or GMIB 6:

‰ the annuitant must not be older than age 80 at time of contract issue (for the 2008 Version) or the annuitant must not beolder than age 75 at time of contract issue (for the Pre-2008 Version);

‰ you must elect the feature at the time we issue your contract;‰ you must allocate 100% of your purchase payment to an approved Asset Allocation Program (see “Transfers and

Transfer Programs – Asset Allocation Programs”).

Canceling GMIB 5 or GMIB 6. You can cancel GMIB 5 or GMIB 6. We will terminate your selection of GMIB 5 or GMIB6 and the associated charge on the business day we receive our form in good order at our Service Center. Once the feature isterminated, it cannot be reinstated.

Withdrawal Benefit for Annuity Options for the Pre-2008 Version. If you elect GMIB 5 or GMIB 6 and later apply all ora portion of your GMIB value to generate variable payments from an annuity option with a period certain, you may withdraw aportion or all of the commuted value of any remaining period certain payments. Partial withdrawals are limited to one percontract year and must be a minimum amount of $5,000. The remaining annuity payments after a partial withdrawal must be atleast $100. Any request for a withdrawal will be taken proportionately from the funds that you are invested in as of the date ofthe withdrawal. Once a withdrawal is made, the remaining period certain annuity payments will be reduced proportionally.Withdrawals will not affect annuity payments that are to be made after the period certain is over, if any.

Basic GMIB

If you elected the Guaranteed Minimum Income Benefit and you applied for your contract prior to September 1, 2007 or in astate where GMIB 5 and GMIB 6 were not available when we issued your contract, then your Guaranteed Minimum IncomeBenefit feature is the Basic GMIB. We no longer sell contracts offering the Basic GMIB.

What is the Basic GMIB? The Basic GMIB is a feature you can elect when we issue your contract. It sets a minimum floorfor a future amount that you may apply to an annuity option. We call that amount the GMIB value.

References to Age. Age is as of the nearest birthday. For example, age 80 is generally the period of time between age 79years, 6 months and 1 day and age 80 and 6 months. See “Age.”

How is the GMIB Value Calculated? The GMIB value will equal:

a) your total purchase payments to your contract as of the end of your 2nd contract year; whereb) on a daily basis each purchase payment is increased by a compounded annual rate of 5% starting from the date each

is credited to your contract value until the maximum GMIB value is reached or you begin the income phase;

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c) reduced by an adjustment for any withdrawals.

The adjustment for withdrawals is calculated as follows:

i) the withdrawal amount, including any applicable charges;ii) divided by your contract value immediately prior to the withdrawal; with the resultiii) multiplied by the most recently calculated GMIB value.

The GMIB value may be reduced by more than the actual dollar amount of the withdrawal.

The contract rider describing this Basic GMIB refers to the GMIB Value as the Guaranteed Annuitization Value or theGuaranteed Minimum Income Benefit.

The maximum GMIB value is 200% of the purchase payments made to your contract value in the first two contract years, adjustedfor withdrawals. The GMIB value will never be greater than the maximum GMIB value. When the annuitant reaches age 80, theGMIB value will no longer increase.

We consider requests to apply part of your contract value to an annuity option as a withdrawal for purposes of calculating theGMIB value.

Eligibility for the GMIB Value. You will be eligible to apply all or a portion of the GMIB value to an annuity option if:

1) you elected the Basic GMIB at time of contract issue and you do not cancel the feature;2) you participated in an approved Asset Allocation Program at the time of contract issue and until your contract enters

the income phase (see “Transfers and Transfer Programs – Asset Allocation Programs”);3) your contract is beyond its 7th contract year (we measure a contract year from the anniversary of the day we issued

your contract);4) the annuitant reaches age 60; and5) you elect to receive fixed annuity payments through a life contingent annuity option (currently Annuity Options A,

B, C and D).

Allocation Restrictions. If you elect the Basic GMIB, you must participate in an approved Asset Allocation Program. See“Transfers and Transfer Programs – Asset Allocation Programs.”

If you elect the Basic GMIB, you cannot participate in the Separate Account Dollar Cost Averaging Program, the InterestSweep Option, a DCA Fixed Account or the Automatic Rebalancing Program. Additionally, you cannot make allocations tothe fixed accounts.

Additional Restrictions. If you elect the Basic GMIB, you may not elect a Guaranteed Minimum Accumulation Benefit orthe Guaranteed Minimum Withdrawal Benefit.

Cost of the Basic GMIB. If you elect the Basic GMIB, we will assess a charge. Each business day we deduct the charge fromthe assets of the separate account. This charge is equal, on an annual basis, to 0.65% of the daily value of the assets invested ineach fund, after fund expenses are deducted. We may increase this charge at any time while you own the contract, but thecharge will never exceed 1.25%.

How to Elect the Basic GMIB. To elect the Basic GMIB:

‰ the annuitant must be under age 80 at time of contract issue;‰ you must elect the feature at the time we issue your contract;‰ you must allocate 100% of your purchase payment to an approved Asset Allocation Program (see “Transfers and

Transfer Programs – Asset Allocation Programs”).

Canceling the Basic GMIB. We will terminate your election of the Basic GMIB on the business day we receive our form ingood order at our Service Center. We will not refund you for charges already deducted for the Basic GMIB. However, thecharge for this feature will be discontinued on the business day we receive our form in good order at our Service Center. Oncethe Basic GMIB is terminated, it cannot be reinstated.

Annuity Payments and the GMIB. When you enter the income phase, we calculate your annuity payments using the valueswhich provide the most favorable annuity payment, either:

1) the GMIB value and the guaranteed payout rates in your contract;2) your contract value and the guaranteed payout rates in your contract; or

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3) your contract value and our single premium immediate annuity rates available on the date we calculate your annuitypayments.

Guaranteed Minimum Withdrawal Benefit (GMWB) MassMutual Lifetime Payment Plus

The GMWB is no longer available. The GMWB was available if you applied for your contract on or after January 19, 2008and prior to March 31, 2009.

Changes to an owner (or an annuitant, if the owner is a non-natural person) may terminate MassMutual LifetimePayment Plus. Changes to the beneficiary may reduce the value of the benefit.

What is MassMutual Lifetime Payment Plus? MassMutual Lifetime Payment Plus is designed as a guaranteed minimumlifetime withdrawal benefit. If you elect MassMutual Lifetime Payment Plus, we will permit you to receive a specifiedwithdrawal amount annually for life, even if your contract value is zero and subject to the terms and conditions described inthis section. There are two versions of this feature: Single Life and Joint Life.

Examples. For examples of how the benefit may work see “Appendix C – Guaranteed Minimum Withdrawal BenefitExamples.”

References to Age. Age is as of the nearest birthday. For example, age 80 is generally the period of time between age 79years, 6 months and 1 day and age 80 and 6 months. See “Age.”

How to Elect MassMutual Lifetime Payment Plus. To elect MassMutual Lifetime Payment Plus:

a) elect MassMutual Lifetime Payment Plus at time of contract issue*;b) participate in an asset allocation program (see “Transfers and Transfer Programs – Asset Allocation Programs”); andc) designate the covered person(s).

* See “Payment of the Contract’s Death Benefit and MassMutual Lifetime Payment Plus” in this section for rules regarding a spouse’s right to re-elect this feature upon death of the owner.

Canceling MassMutual Lifetime Payment Plus. You can cancel MassMutual Lifetime Payment Plus. We will terminateyour election of this feature on the business day we receive our form in good order at our Service Center. The final charge forthis feature will occur on the contract year quarter immediately preceding termination. Once the feature is terminated, it cannotbe reinstated.

Covered Person(s). The covered person is generally you, the contract owner. You will designate the covered person(s) whenyou complete your application for the contract. You will designate one covered person if you elect the Single Life version ofMassMutual Lifetime Payment Plus and two covered persons if you elect the Joint Life version. The younger covered personmust be under age 81 at the time we issue your contract. Once we issue the contract, you cannot change the designated coveredperson(s).

The covered persons are significant because:

‰ we offer a guaranteed lifetime withdrawal amount for the life of the covered persons, subject to the terms andconditions described in this section; and

‰ on the later of your contract issue date or when the younger covered person attains age 60, the benefit base which weuse to determine your guaranteed lifetime withdrawal amount will no longer be reduced by withdrawals unless youwithdraw more than the guaranteed lifetime withdrawal amount during a contract year.

For purposes of determining benefits under this feature, we will always use the younger covered person’s age, even if the oldercovered person becomes the only surviving covered person.

You will designate the covered person based on the restrictions noted here:

MassMutual Lifetime Payment Plus – Single LifeIf you elect single life, you will designate one covered person.

‰ If an individually owned contract, the covered person must be the contract owner.‰ If the owner is a non-natural person, the covered person must be the annuitant.‰ If there are joint contract owners, the covered person is the contract owner you designate as the covered person when

you complete your application for the contract.‰ If there are joint contract owners, they must be spouses and the only primary beneficiaries.

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MassMutual Lifetime Payment Plus – Joint LifeIf you elect joint life, you will designate two covered persons.

A joint life option can only be elected if your contract is a non-qualified contract or an Individual Retirement Annuity,including a traditional, SEP, Simple, or Roth, excluding Custodial IRAs.

‰ If an individually owned contract, the covered person must be the contract owner. The second covered person must bethe spouse of the contract owner and the sole primary beneficiary.

‰ If the owner is a non-natural person, the covered person must be the annuitant. The second covered person must be thespouse of the annuitant and the sole primary beneficiary.

‰ If there are joint contract owners, the covered persons must be spouses, joint contract owners and the only primarybeneficiaries.

Some of the benefits of this feature may be unrealized if you elect joint life and there is a subsequent divorce between thecovered persons.

The Benefit Base: What We Use to Determine the Guaranteed Withdrawal Amounts. The MassMutual LifetimePayment Plus benefit base is one of the variables we use when determining how much is available for you to withdraw eachcontract year. The initial benefit base is your contract value on the date we issue your contract.

The benefit base may increase as a result of:

1) additional purchase payments;2) credits;3) an annual ratchet; or4) an enhancement to the benefit base.

The benefit base may decrease as a result of withdrawals. The benefit base cannot be withdrawn in a lump sum.

The Maximum Benefit Base. The benefit base will never exceed the maximum benefit base we allow which is $5,000,000.

The Guaranteed Lifetime Withdrawal Date. The Guaranteed Lifetime Withdrawal Date is the later of your contract issuedate or the date the younger covered person attains age 60. This is the date on which we guarantee the benefit base for life.

On or After the Guaranteed Lifetime Withdrawal Date

The Guaranteed Lifetime Withdrawal AmountOn or after the Guaranteed Lifetime Withdrawal Date, the Guaranteed Lifetime Withdrawal Amount is the annual amount, upto a maximum withdrawal equal to 5% of the benefit base, we guarantee is available for withdrawals each contract year duringthe life of the covered person(s). After the Guaranteed Lifetime Withdrawal Date, each time the benefit base is changed theGuaranteed Lifetime Withdrawal Amount will equal 5% of the new benefit base.

Impact of Withdrawals on the Benefit BaseBeginning on the Guaranteed Lifetime Withdrawal Date, the benefit base will not reduce if total withdrawals during a contractyear are less than or equal to the Guaranteed Lifetime Withdrawal Amount.

If a withdrawal causes total withdrawals during a contract year to exceed the Guaranteed Lifetime Withdrawal Amount, or iftotal withdrawals during a contract year already exceeded the Guaranteed Lifetime Withdrawal Amount, then the benefit basewill equal the lesser of:

1) your contract value immediately after the withdrawal; or2) the benefit base immediately prior to the withdrawal, minus the amount of the excess withdrawal.

The Guaranteed Lifetime Withdrawal Amount will then equal 5% of the new benefit base.

However, the benefit base will not be reduced if all withdrawals during the contract year are for required minimumdistributions we calculate under an automatic distribution program, even if such distributions exceed the Guaranteed LifetimeWithdrawal Amount available in a contract year. We define required minimum distributions as any distribution that we mustdistribute to you or a plan participant pursuant to IRC Sections 401(a)(9), 403(b)(10), 408(b)(3) or 408A(c). Requiredminimum distributions are generally required to begin by April 1st of the year after a participant attains age 701⁄2, or for somequalified plans, the year of retirement, if later.

Before the Guaranteed Lifetime Withdrawal Date

The Guaranteed Withdrawal AmountThe only time we issue a contract before the Guaranteed Lifetime Withdrawal Date is if we issue a contract before theyoungest covered person has attained age 60. Prior to the Guaranteed Lifetime Withdrawal Date, the Guaranteed Withdrawal

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Amount is the annual amount up to a maximum percentage that we guarantee is available for withdrawals each contract yearprior to the Guaranteed Lifetime Withdrawal Date. On the date we issue your contract, the Guaranteed Withdrawal Amount isequal to 5% of your initial purchase payment to the contract.

After your contract issue date and before the Guaranteed Lifetime Withdrawal Date, the Guaranteed Withdrawal Amount canincrease if an annual ratchet, credit or purchase payment would result in a higher Guaranteed Withdrawal Amount than thecurrent Guaranteed Withdrawal Amount. The Guaranteed Withdrawal Amount will decrease only if you make a withdrawal inexcess of the Guaranteed Withdrawal Amount or the benefit base reduces to zero.

Impact of Withdrawals on the Benefit BasePrior to the Guaranteed Lifetime Withdrawal Date, any withdrawal reduces the benefit base. If the withdrawal is less than orequal to the Guaranteed Withdrawal Amount, the withdrawal will reduce the benefit base on a dollar-for-dollar basis. If thewithdrawal is greater than the Guaranteed Withdrawal Amount, the benefit base will equal the lesser of:

1) your contract value immediately after the withdrawal; or2) the benefit base immediately prior to the withdrawal, minus the amount of the withdrawal.

Additional Purchase Payments and the Benefit Base. Each time an additional purchase payment is received prior to theGuaranteed Lifetime Withdrawal Date, the benefit base will increase by the amount of that additional purchase payment.

After the Guaranteed Lifetime Withdrawal Date, an increase to the benefit base due to an additional purchase payment isdetermined as follows:

1) If there have been no additional purchase payments or annual ratchets since the Guaranteed Lifetime WithdrawalDate, then all withdrawals since the Guaranteed Lifetime Withdrawal Date will be deducted from the additionalpurchase payment. Any additional purchase payment amount remaining after that deduction will be added to thebenefit base.

2) If, since the Guaranteed Lifetime Withdrawal Date, the benefit base has been adjusted due to additional purchasepayments or annual ratchets, then the cumulative purchase payments since the last adjustment will be reduced bywithdrawals. The withdrawals and additional purchase payments that have not adjusted the benefit base aredetermined beginning with the later of:

a) an increase in benefit base by an additional purchase payment; orb) an annual ratchet.

Any amount of the current additional purchase payment remaining after the reduction will be added to the benefit base.

We reserve the right to limit additional purchase payments when you have an election of MassMutual Lifetime Payment Plus.We may waive any such additional purchase payment limit in a uniform and nondiscriminatory manner upon prior writtennotice.

Any purchase payments received on or after the younger covered person attains age 81 will not increase the benefitbase.

Credits to the Benefit Base. Each year during the first ten contract years, if no withdrawals are taken during a particularcontract year, then the benefit base will increase on the following contract anniversary.

If the benefit base has never been recalculated due to an annual ratchet or withdrawal, we will increase the benefit base by anamount equal to 6% of the sum of: your original benefit base value plus any purchase payments applied to the benefit baseafter we issued your contract.

If the benefit base was previously recalculated due to an annual ratchet or a withdrawal, then the benefit base will increaseeach year a withdrawal has not been taken by an amount equal to 6% of the sum of: the benefit base as of the last benefit baserecalculation plus any purchase payments applied to the benefit base after such recalculation.

See “Additional Purchase Payments and the Benefit Base” for how we calculate the increase by purchase payments and“Before the Guaranteed Lifetime Withdrawal Date – Impact of Withdrawals on the Benefit Base” for how we calculate thedecrease for withdrawals.

Annual Ratchet and the Benefit Base. Before the younger covered person attains age 91, on each contract anniversary wewill compare your contract value to your benefit base. If your contract value is greater than your benefit base, we willautomatically ratchet up the benefit base to equal your contract value. During your first ten contract years, we will apply any

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credit to the benefit base before we make this comparison (see “Credits to the Benefit Base”). You may opt out of any annualratchet by submitting a written request in good order to our Service Center within 30 calendar days prior to your contractanniversary.

Enhanced Benefit Base and Enhanced Benefit Base Date. The benefit base will be enhanced to equal the greater of thebenefit base or the enhanced benefit base amount if no withdrawals are taken prior to the enhanced benefit base date, which isthe later of:

‰ ten years from your contract issue date; or‰ when the younger covered person reaches age 70.

The enhanced benefit base amount equals:

a) 2 multiplied by any purchase payments applied to the benefit base during the 1st contract year; plusb) any purchase payments applied to the benefit base during or after the 2nd contract year and prior to the enhanced

benefit base date.

Charges for Withdrawals. If your total withdrawals in each contract year are equal to or less than the applicable GuaranteedWithdrawal Amount or Guaranteed Lifetime Withdrawal Amount, the withdrawal amounts will not be subject to anycontingent deferred sales charge. If your total withdrawals in any contract year are greater than the applicable GuaranteedWithdrawal Amount or Guaranteed Lifetime Withdrawal Amount and the contingent deferred sales charge schedule is ineffect, then the amount withdrawn in excess will be subject to a contingent deferred sales charge. See “Expenses – ContingentDeferred Sales Charge.”

Impact of Withdrawals on Contract Value. Withdrawals will reduce your contract value by the amount of the withdrawaland any applicable contingent deferred sales charge.

Impact of Withdrawals on the Death Benefit. If you elect MassMutual Lifetime Payment Plus, when you make withdrawalswe will reduce the value of the death benefit as described in each death benefit calculation. See “Death Benefit – Basic DeathBenefit” and “Additional Features – Annual Ratchet Death Benefit.”

The Settlement Phase. Your contract enters the settlement phase if the benefit base is greater than zero, but your contractvalue falls below the minimum contract value we allow after a partial withdrawal. See “Withdrawals.”

During the settlement phase we will make settlement payments, but all other rights and benefits under the contract, includingdeath benefits, will terminate and we will not accept additional purchase payments. Additionally, we will no longer deduct thecharge for MassMutual Lifetime Payment Plus. For tax reporting purposes we report settlement payments as annuitypayments.

We determine the settlement payment amounts as follows:

1) If on or after the Guaranteed Lifetime Withdrawal Date, your contract value falls below the minimum contract valuewe allow after a partial withdrawal, then we will commence to pay settlement payments each contract year in anamount equal to the Guaranteed Lifetime Withdrawal Amount. Settlement payments will end when there is nolonger a surviving covered person.

2) If prior to the Guaranteed Lifetime Withdrawal Date, your contract value falls below the minimum contract value weallow after a partial withdrawal, then we will commence to pay settlement payments each contract year in an amountequal to 5% of the benefit base at the time the contract enters the settlement phase. Settlement payments will endwhen there is no longer a surviving covered person.

We will pay settlement payments no less frequently than annually.

Choices upon the Latest Permissible Annuity Start Date. Upon the latest permissible annuity start date you must choose toterminate the contract or your contract must enter the Income Phase. The latest permissible annuity start date is discussed in“The Income Phase – Annuity Payment Start Date.”

If you enter the Income Phase upon the latest permissible annuity start date:

1) you may elect one of the available annuity options described in “The Income Phase” and apply your contract valueto that annuity option; or

2) you may elect to receive annuity payments each contract year in an amount equal to the Guaranteed LifetimeWithdrawal Amount and we will pay such annuity payments until there is no longer a surviving covered person.

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Once annuity payments begin all other rights and benefits under the contract, including death benefits, will terminate and wewill no longer accept additional purchase payments. We will also no longer deduct the charge for MassMutual LifetimePayment Plus. For more information about annuity options see “The Income Phase.”

Payment of the Contract’s Death Benefit and MassMutual Lifetime Payment Plus. If you have an election ofMassMutual Lifetime Payment Plus and a death benefit is paid from the contract:

‰ if the beneficiary takes the death benefit in a lump sum under the terms of the contract, MassMutual Lifetime PaymentPlus will no longer be in effect;

‰ if the beneficiary does not take the death benefit in a lump sum, then:

1) If the deceased owner (or the annuitant, if the owner is a non-natural person) is the last surviving covered person,MassMutual Lifetime Payment Plus will no longer be in effect. If the beneficiary is the covered person’s spouse,he or she may continue the contract and apply for a new Guaranteed Minimum Withdrawal Benefit subject toavailability and our then current rules and fees.

2) If the deceased owner (or the annuitant, if the owner is a non-natural person) is not the last surviving coveredperson, MassMutual Lifetime Payment Plus will continue provided the covered person continues the contractpursuant to IRC Section 72(s)(3) or 401(a)(9).

Allocation Restrictions. If you elect MassMutual Lifetime Payment Plus, you must participate in an approved AssetAllocation Program. See “Transfers and Transfer Programs – Asset Allocation Programs.” If you elect MassMutual LifetimePayment Plus, you cannot participate in the Separate Account Dollar Cost Averaging Program, the Interest Sweep Option, aDCA Fixed Account or the Automatic Rebalancing Program. Additionally, you cannot make allocations to the fixed accounts.

Additional Restrictions. If you elect MassMutual Lifetime Payment Plus, you may not elect a Guaranteed MinimumAccumulation Benefit or a Guaranteed Minimum Income Benefit.

Termination of MassMutual Lifetime Payment Plus. The MassMutual Lifetime Payment Plus feature will terminate uponthe earlier of:

1) the date a death benefit is payable and the beneficiary takes the death benefit as a lump sum under the terms of thecontract;

2) the date the full contract value is applied to an annuity option;3) the date your contract value and the benefit base both equal zero;4) the date there is no longer a surviving covered person;5) the business day we receive in good order at our Service Center your request (submitted on our form) to terminate

the feature; or6) the date the contract is terminated.

If the MassMutual Lifetime Payment Plus feature is terminated, it cannot be re-elected.

Cost of MassMutual Lifetime Payment Plus. If you elect MassMutual Lifetime Payment Plus, we will deduct a charge fromyour contract value in the funds. The charge is equal, on an annual basis, to a percentage of the benefit base as of the date thecharge is deducted. We may increase this charge at any time while you own the contract, but the charge will never exceed1.50%. We will deduct the charge quarterly in arrears while the feature remains in effect, commencing on the first quarter ofyour first contract year. Should you enter the settlement phase, apply your full contract value to an annuity option, cancel thisfeature or fully surrender your contract, the final charge for this feature will occur on the immediately preceding contract yearquarter. Currently, the charge is as follows: MassMutual Lifetime Payment Plus – Single Life 0.60%; MassMutual LifetimePayment Plus – Joint Life 0.85%.

Important GMWB Considerations. This feature may not be appropriate for all contract owners. You should understand theGMWB completely before you elect this feature.

The GMWB does not in any way guarantee the performance of any of the investment choices available under the contract.

Postponing withdrawals may positively impact the benefit base as described in “Appendix B – Additional Features –Guaranteed Minimum Withdrawal Benefit – Credits to the Benefit Base.” However, if you postpone the taking of withdrawals,you may limit the value of this feature because your remaining life expectancy shortens as you age.

Excess withdrawals may significantly reduce or eliminate the value of the guarantees provided by this feature. Excesswithdrawals are those in excess of the Guaranteed Lifetime Withdrawal Amount or, if taken prior to the youngest coveredperson reaching age 60, excess withdrawals are those in excess of the Guaranteed Withdrawal Amount.

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Because the charge for the GMWB is a percentage of the benefit base, an increase in the benefit base will result in an increasein the cost of the feature.

Please consult with a qualified financial professional when you are evaluating the GMWB and all other aspects of the contract.

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Appendix CGuaranteed Minimum Withdrawal Benefit Examples

Example 1: Single Life – Setting Initial Values


‰ owner age at issue = 60‰ initial purchase payment = $100,000‰ Guaranteed Lifetime Withdrawal Amount immediately applies as the covered person is age 60 on the contract issue

date

Contract Year(beginning of year) Age


ContractValue Credit

AvailableGLWA 1

BenefitBase

1 60 $100,000 $0 $100,000 $0 $5,000 $100,000

On the contract issue date, the initial values are set as follows:

‰ Benefit base = initial purchase payment = $100,000.‰ Guaranteed Lifetime Withdrawal Amount = 5% of benefit base = $5,000.

Example 2: Single Life – Credit



date




AvailableGLWA 2

BenefitBase

1 60 $100,000 $0 $105,001 $6,000 $5,300 $106,000

‰ At the end of the first contract year, since there were no withdrawals, a credit of 6% of the initial benefit base isapplied = $6,000.

‰ Benefit base = initial benefit base plus credit = $106,000.‰ Guaranteed Lifetime Withdrawal Amount for contract year two = 5% of benefit base = $5,300.

Example 3: Single Life – Withdrawal of Guaranteed Lifetime Withdrawal Amount



date




AvailableGLWA 2

BenefitBase

1 60 $100,000 $0 $105,001 $6,000 $5,300 $106,000

2 61 0 110,245 6,000 5,600 112,000

3 62 0 115,748 6,000 5,900 118,000

4 63 0 121,522 6,000 6,200 124,000

5 64 6,200 121,384 0 6,200 124,000

1 Guaranteed Lifetime Withdrawal Amount2 Guaranteed Lifetime Withdrawal Amount reflects amount available to withdraw during the next contract year.

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‰ Since there were no withdrawals during contract years one through four, at the end of each of those contract years, acredit of 6% of the initial benefit base is applied = $6,000.

‰ The benefit base at the end of contract year four = $124,000.‰ Guaranteed Lifetime Withdrawal Amount for contract year five = 5% of benefit base ($124,000) = $6,200.‰ A withdrawal of $6,200 is taken in contract year five. A credit is not applied.‰ The benefit base remains at $124,000 as the withdrawal was not greater than the Guaranteed Lifetime Withdrawal

Amount.

Example 4: Single Life – Withdrawal Exceeding the Guaranteed Lifetime Withdrawal Amount



date




AvailableGLWA 1

BenefitBase

1 60 $100,000 $0 $105,001 $6,000 $5,300 $106,000

2 61 0 110,245 6,000 5,600 112,000

3 62 0 115,748 6,000 5,900 118,000

4 63 0 121,522 6,000 6,200 124,000

5 64 0 127,584 6,000 6,500 130,000

6 65 0 133,949 6,000 6,800 136,000

7 66 0 140,635 6,000 7,100 142,000

8 67 15,000 132,673 0 6,644 132,872

9 68 0 139,307 7,972 7,042 140,845

10 69 0 146,263 7,972 7,441 148,817

‰ Since there were no withdrawals during contract years one through seven, at the end of each of those contract years, acredit of 6% of the initial benefit base is applied = $6,000.

‰ The benefit base at the end of contract year seven = $142,000.‰ Guaranteed Lifetime Withdrawal Amount for contract year eight = 5% of benefit base ($142,000) = $7,100.‰ A withdrawal of $15,000 is taken in contract year eight. A credit is not applied.‰ The withdrawal is greater than the Guaranteed Lifetime Withdrawal Amount ($7,100). This results in an excess

withdrawal = $15,000 – $7,100 = $7,900.‰ Contract value prior to the withdrawal = $147,872.‰ The benefit base is recalculated to equal to $132,872 which is the lesser of the:

a) contract value after the excess withdrawal = $147,872 – $15,000 = $132,872; orb) benefit base prior to the withdrawal minus the excess withdrawal = $142,000 – $7,900 = $134,100.

‰ The Guaranteed Lifetime Withdrawal Amount available for contract year nine = 5% of the new benefit base($132,872) = $6,644.

‰ The contract value is reduced by the amount of the withdrawal including any applicable contingent deferredsales charges.

1 Guaranteed Lifetime Withdrawal Amount reflects amount available to withdraw during the next contract year.

105

Example 5: Single Life – Annual Ratchet



date




AvailableGLWA 1

BenefitBase

1 60 $100,000 $0 $105,001 $6,000 $5,300 $106,000

2 61 110,245 6,000 5,600 112,000

3 62 117,899 6,000 5,900 118,000

4 63 126,095 6,000 6,305 126,095

‰ At the end of contract years one through four, a credit of 6% of the initial benefit base ($100,000) is applied, aswithdrawals were not taken during this time period.

‰ The benefit base at the end of contract year four is set equal to the contract value of $126,095 as it is greater than thebenefit base plus the credit ($118,000 + $6,000 = $124,000).

‰ The Guaranteed Lifetime Withdrawal Amount available for contract year five = 5% of the new benefit base ($126,095)= $6,305.

Example 6: Single Life – Withdrawals Not Exceeding the Guaranteed Withdrawal Amount andTransitioned to Guaranteed Lifetime Withdrawal Amount


‰ owner age at issue = 52‰ initial purchase payment = $100,000‰ Guaranteed Withdrawal Amount applies until the covered person is age 60

Contract Year(end of year)

Age ofCoveredPerson



AvailableGWA/

GLWA 2Benefit

Base

1 53 $100,000 $0 $100,122 $6,000 $5,300 $106,000

2 54 0 100,209 6,000 5,600 112,000

3 55 0 100,260 6,000 5,900 118,000

4 56 0 100,276 6,000 6,200 124,000

5 57 6,200 94,065 0 6,200 117,800

6 58 0 93,997 5,628 6,200 123,428

7 59 6,200 87,704 0 6,200 117,228

8 60 6,200 81,403 0 5,551 111,028

‰ At the end of contract years one through four, a credit of 6% of the initial benefit base ($100,000) is applied, aswithdrawals were not taken during this time period.

‰ Benefit base at the end of year four = $124,000.‰ The Guaranteed Withdrawal Amount for contract year five = 5% of benefit base ($124,000) = $6,200.‰ A withdrawal of $6,200 is taken at the end of contract year five, so a credit is not applied.‰ The benefit base is reduced by the amount of the withdrawal, as the withdrawal is taken prior to attainment of age 60 of

the covered person.‰ The Guaranteed Withdrawal Amount remains at $6,200, as the withdrawal was not greater than the Guaranteed

Withdrawal Amount.‰ The withdrawal in contract year eight is taken prior to attainment of age 60.‰ At the end of contract year eight, the benefit base of $111,028 locks in as the benefit base as the covered person is age

60. The Guaranteed Withdrawal Amount for contract year nine = 5% of benefit base ($111,028) = $5,551.

1 Guaranteed Lifetime Withdrawal Amount reflects amount available to withdraw during the next contract year.2 Guaranteed Withdrawal Amount / Guaranteed Lifetime Withdrawal Amount reflects amount available to withdraw during the next contract year.

106

Example 7: Single Life – Withdrawal Exceeding the Guaranteed Withdrawal Amount – Prior to Age 60


‰ owner age at issue = 54‰ initial purchase payment = $100,000‰ Guaranteed Withdrawal Amount applies until the covered person is age 60


Age ofCoveredPerson



AvailableGWA/

GLWA 1Benefit

Base

1 55 $100,000 $0 $100,122 $6,000 $5,300 $106,000

2 56 0 100,209 6,000 5,600 112,000

3 57 0 100,260 6,000 5,900 118,000

4 58 0 100,276 6,000 6,200 124,000

5 59 10,000 90,442 0 4,522 90,442

‰ Since there were no withdrawals during contract years one through four, at the end of each of those contract years, acredit of 6% of the initial benefit base is applied = $6,000.

‰ The benefit base at the end of contract year four = $124,000.‰ Guaranteed Withdrawal Amount for contract year five = 5% of benefit base ($124,000) = $6,200.‰ A withdrawal of $10,000 is taken in contract year five. A credit is not applied.

‰ The contract value prior to the withdrawal = $100,442.‰ The withdrawal is greater than the Guaranteed Withdrawal Amount = $6,200. This results in an excess withdrawal =

$10,000 – $6,200 = $3,800.‰ The benefit base is recalculated to equal to $90,442 which is the lesser of the:

a) contract value after the excess withdrawal = $100,442 – $10,000 = $90,442; orb) benefit base prior to the withdrawal minus the withdrawal = $124,000 – $10,000 = $114,000.

‰ The Guaranteed Lifetime Withdrawal amount available for contract year six = 5% of the new benefit base ($90,442)= $4,522.

‰ The contract value is reduced by the amount of the withdrawal.

Example 8: Single Life – Enhanced Benefit Base


‰ owner age at issue = 60‰ initial purchase payment = $100,000‰ Guaranteed Lifetime Withdrawal Amount immediately applies as the covered person is age 60 on the contract issue date‰ no withdrawals taken


Age ofCoveredPerson



AvailableGLWA 2

BenefitBase

1 61 $100,000 $0 $105,001 $6,000 $5,300 $106,000

2 62 110,245 6,000 5,600 112,000

3 63 115,748 6,000 5,900 118,000

4 64 121,522 6,000 6,200 124,000

5 65 127,584 6,000 6,500 130,000

6 66 133,949 6,000 6,800 136,000

7 67 140,635 6,000 7,100 142,000

8 68 147,659 6,000 7,400 148,000

9 69 155,041 6,000 7,752 155,041

10 70 162,795 9,302 10,000 200,000

1 Guaranteed Withdrawal Amount / Guaranteed Lifetime Withdrawal Amount reflects amount available to withdraw during the next contract year.2 Guaranteed Lifetime Withdrawal Amount reflects amount available to withdraw during the next contract year.

107

‰ Since there were no withdrawals during contract years one through nine, at the end of each of those contract years, acredit of 6% of the initial benefit base is applied = $6,000.

‰ At the end of contract year nine, an annual ratchet applies, as the contract value of $155,041 is greater than the benefitbase of $154,000 ($148,000 + $6,000 = $154,000).

‰ At the end of contract year ten, since there where no withdrawals, a credit of 6% of the last ratcheted benefit base($155,041) applies = 6% x $155,041 = $9,302.

‰ At the end of contract year ten, the benefit base = $155,041 + $9,302 = $164,343.‰ Since withdrawals were not taken during the first ten contract years, and the covered person has attained age 70, at the

end of contract year ten, enhanced benefit base is set equal to 200% of the initial purchase payment = $200,000 as it isgreater than $164,343.

‰ Guaranteed Lifetime Withdrawal Amount for contract year eleven = 5% of new benefit base ($200,000) = $10,000.

Example 9: Single Life – Additional Purchase Payments


‰ owner age at issue = 60‰ initial purchase payment = $100,000‰ Guaranteed Lifetime Withdrawal Amount immediately applies as the covered person is age 60 on the contract issue date‰ no withdrawals taken


Age ofCoveredPerson



AvailableGLWA 1

BenefitBase

1 61 $100,000 $0 $105,001 $6,000 $5,300 $106,000

2 62 25,000 136,496 7,500 6,925 138,500

3 63 25,000 169,559 9,000 8,625 172,500

4 64 25,000 204,271 10,500 10,400 208,000

5 65 0 214,463 10,500 10,925 218,500

6 66 0 225,163 10,500 11,450 229,000

7 67 0 236,399 10,500 11,975 239,500

8 68 0 248,202 10,500 12,500 250,000

9 69 0 258,310 10,500 13,025 260,500

10 70 0 268,828 10,500 13,750 275,000

‰ An additional purchase payment of $25,000 is made at the beginning of contract years two, three and four.‰ The benefit base is increased by the purchase payments.‰ The credit increases in contract years two, three and four due to the additional purchase payments.‰ At the end of contract year ten, since there were no withdrawals, a credit of 6% of the total purchase payment

applies = 6% x $175,000 = $10,500.‰ At the end of contract year ten, the benefit base = $260,500 + $10,500 = $271,000.‰ Since withdrawals were not taken during the first ten contract years, and the covered person has attained age 70, at the

end of contract year ten, the benefit base is set equal to 200% of purchase payments in the first contract year, as well as100% of purchase payments made in contract years two through ten = ($100,000 x 200%) + ($75,000 x 100%) =$275,000.

‰ The benefit base is set equal to $275,000 as it is greater than $271,000.‰ Guaranteed Lifetime Withdrawal Amount for contract year eleven = 5% of new benefit base ($275,000) = $13,750.

1 Guaranteed Lifetime Withdrawal Amount reflects amount available to withdraw during the next contract year.

108

Appendix DGuaranteed Minimum Accumulation Benefit Examples

Example 1: Setting of Initial Values


‰ owner age at issue = 60‰ annuitant = same as owner‰ initial purchase payment = $100,000

Contract Year(beginning of year)


ContractValue

GMABValue

1 $100,000 $0 $100,000 $100,000

‰ On the contract issue date, the GMAB value is equal to the initial purchase payment. The GMAB value will beincreased by any purchase payments received in the first two contract years.

Example 2: Annual Reset


‰ owner age at issue = 60‰ annuitant = same as owner‰ initial purchase payment = $100,000‰ death benefit = Basic Death Benefit



ContractValue

GMABValue

DeathBenefit

1 61 $100,000 $0 $107,085 $100,000 $107,085

2 62 114,672 114,672 114,672

3 63 122,796 122,796 122,796

4 64 131,496 131,496 131,496

5 65 140,813 140,813 140,813

6 66 150,789 140,813 150,789

7 67 161,473 140,813 161,473

8 68 172,913 140,813 172,913

9 69 185,164 140,813 185,164

10 70 198,282 140,813 198,282

11 71 212,330 140,813 212,330

12 72 227,374 140,813 227,374

13 73 243,483 140,813 243,483

14 74 260,864 140,813 260,864

15 75 279,486 140,813 279,486

16 76 300,791 0 300,791

‰ On the contract issue date, the GMAB value is equal to the initial purchase payment of $100,000.‰ Beginning on the second contract anniversary, the owner resets the GMAB to the contract value. The owner requests

this reset each contract year through year five.‰ At the end of the tenth contract year from the last reset, the contract value is greater than the GMAB value. The

contract value remains as is, and the GMAB value is set to zero.

109

Example 3: Impact of a Withdrawal





ContractValue

GMABValue

DeathBenefit

1 61 $100,000 $0 $107,085 $100,000 $107,085

2 62 0 114,672 100,000 114,672

3 63 0 122,796 100,000 122,796

4 64 0 131,496 100,000 131,496

5 65 0 140,813 100,000 140,813

6 66 0 150,789 100,000 150,789

7 67 0 161,473 100,000 161,473

8 68 15,000 157,913 91,325 157,913

9 69 0 169,101 91,325 169,101

10 70 0 181,082 91,325 181,082

11 71 0 194,788 0 194,788

‰ On the contract issue date, the GMAB value is equal to the initial purchase payment of $100,000.‰ The owner does not elect to reset the benefit.‰ A withdrawal of $15,000 is taken in contract year eight.‰ As a result of the withdrawal, the GMAB value is reduced in direct proportion to the contract value reduction for the

withdrawal.‰ The contract value prior to withdrawal = $172,913.‰ The GMAB value after the withdrawal = GMAB value prior to the withdrawal – ((withdrawal / contract value prior

to the withdrawal) x (GMAB value prior to the withdrawal)).GMAB value = $100,000 – (($15,000 / $172,913) x ($100,000))

= $100,000 – $8,675 = $91,325.‰ The contract value is reduced for the amount of the withdrawal. The return of premium portion of the death benefit is

reduced proportionately for the withdrawal.‰ At the end of the tenth contract year, the contract value is greater than the GMAB value. The contract value remains as

is, and the GMAB value is set to zero.

110

Example 4: Additional Purchase Payments





ContractValue

GMABValue

DeathBenefit

1 61 $100,000 $0 $107,085 $100,000 $107,085

2 62 25,000 141,443 125,000 141,443

3 63 25,000 178,235 125,000 178,235

4 64 25,000 217,635 125,000 217,635

5 65 0 233,054 125,000 233,054

6 66 0 249,566 125,000 249,566

7 67 0 267,381 125,000 267,381

8 68 0 286,468 125,000 286,468

9 69 0 306,917 125,000 306,917

10 70 0 328,826 125,000 328,826

11 71 0 353,892 0 353,892

‰ On the contract issue date, the GMAB value is equal to the initial purchase payment of $100,000.‰ The owner does not elect to reset the benefit.‰ Additional purchase payments are made in the beginning of contract years two, three and four.‰ The GMAB value is increased for the purchase payment made in the second contract year.‰ The GMAB value is not increased for the purchase payments made in contract years three and four.‰ At the end of the tenth contract year, the contract value attributed to the purchase payments in contract years one and

two is $234,876 = $328,826 x ($125,000 / $175,000). The applicable contract value attributed to purchase paymentsmade during contract years one and two adjusted for withdrawals and investment performance ($234,876) is comparedto the GMAB value to determine the GMAB credit. Since this is greater than the GMAB value of $125,000, thecontract value remains as is, and the GMAB value is set to zero. If the GMAB value exceeds the applicable contractvalue attributed to purchase payments made during contract years one and two adjusted for withdrawals and investmentperformance ($234,876), we will increase the contract value to equal the GMAB value.

111

Appendix EMassMutual Guaranteed Income Plus 5 Examples – 2008 Version

Example 1: Setting of Initial Values


‰ owner age at issue = 60‰ annuitant = same as owner‰ initial purchase payment = $100,000‰ no withdrawals are taken

Contract Year(beginning of year)


ContractValue

GMIBValue


1 $100,000 $0 $100,000 $105,000 $0

‰ On the contract issue date, the GMIB value is equal to the initial purchase payment increased by 5%.

Example 2: No Withdrawals





ContractValue

GMIBValue


DeathBenefit

1 61 $100,000 $0 $104,916 $105,000 $0 $104,916

2 62 110,074 110,250 0 110,074

3 63 115,485 115,763 0 115,485

4 64 121,161 121,551 0 121,161

5 65 127,115 127,628 0 127,115

6 66 133,361 134,010 0 133,361

7 67 139,913 140,710 0 139,913

8 68 146,786 147,746 0 146,786

9 69 153,996 155,133 0 153,996

10 70 161,559 162,889 831 161,559

‰ On the contract issue date, the GMIB value is equal to the initial purchase payment increased by 5%.‰ On the first day of each contract year, the GMIB value is increased by 5%.‰ At the end of the tenth contract year, the GMIB can be exercised and begin an income stream. The Monthly Income

Benefit value of $831 is the monthly income amount that would be received by annuitizing the GMIB value of$162,889 for a male age 70 for a life income annuity option.

Example 3: Withdrawals Reducing the GMIB Value Dollar for Dollar



112



ContractValue

GMIBValue


DeathBenefit

1 61 $100,000 $0 $104,916 $105,000 $0 $104,916

2 62 5,250 104,833 105,000 0 104,833

3 63 5,250 104,744 105,000 0 104,744

4 64 5,250 104,651 105,000 0 104,651

5 65 5,250 104,552 105,000 0 104,552

6 66 5,250 104,448 105,000 0 104,448

7 67 5,250 104,337 105,000 0 104,337

8 68 5,250 104,221 105,000 0 104,221

9 69 5,250 104,098 105,000 0 104,098

10 70 5,250 103,968 105,000 535 103,968

‰ On the contract issue date, the GMIB value is equal to the initial purchase payment increased by 5%.‰ On the first day of each contract year, the GMIB value is increased by 5%.‰ Beginning in the second contract year, withdrawals of the GMIB interest are taken; the GMIB value is reduced dollar

for dollar since the withdrawals are equal to the GMIB interest.‰ The contract value is reduced by the amount of the withdrawals. The return of premium aspect of the death benefit is

reduced proportionately for the withdrawals.‰ At the end of the tenth contract year, the GMIB can be exercised and begin an income stream. The Monthly Income

Benefit value of $535 is the monthly income amount that would be received by annuitizing the GMIB value of$105,000 for a male age 70 for a life income annuity option.

Example 4: Annual Reset





ContractValue

GMIBValue


DeathBenefit

At Issue 60 $100,000 $0 $100,000 $105,000 $0 $100,000

1 61 106,867 106,867 106,867

2 62 114,206 114,206 114,206

3 63 122,050 122,050 122,050

4 64 130,431 130,431 130,431

5 65 139,388 139,388 139,388

6 66 148,961 148,961 148,961

7 67 159,191 159,191 159,191

8 68 170,123 170,123 170,123

9 69 181,806 181,806 181,806

10 70 194,291 194,291 194,291

‰ On the contract issue date, the GMIB value is equal to the initial purchase payment increased by 5%.‰ On the first day of each contract year, the GMIB value is increased by 5%.‰ Each contract anniversary, prior to the annuitant attaining age 81, if your contract value is greater than your GMIB

value, we will reset your GMIB value to equal your contract value (unless you instruct otherwise by written request).The GMIB value will then be increased by 5%.

‰ At the end of the tenth contract year from the last reset, the GMIB can be exercised and begin an income stream.

113

Example 5: Additional Purchase Payments





ContractValue

GMIBValue


DeathBenefit

1 61 $100,000 $0 $104,916 $105,000 $0 $104,916

2 62 25,000 136,303 136,500 136,303

3 63 25,000 169,407 169,407 169,407

4 64 25,000 204,139 204,139 204,139

5 65 0 214,175 214,346 214,175

6 66 0 224,704 225,063 224,704

7 67 0 235,749 236,316 235,749

8 68 0 247,336 248,132 247,336

9 69 0 259,620 260,538 259,620

10 70 0 272,514 273,565 272,514

‰ On the contract issue date, the GMIB value is equal to the initial purchase payment increased by 5%.‰ On the first day of each contract year, the GMIB value is increased by 5%.‰ A purchase payment of $25,000 is made at the beginning of contract years two, three and four.‰ The GMIB value in contract year two is increased by the amount of the purchase payment.‰ The purchase payments in contract years three and four are not included in the GMIB value, although the GMIB value

increases due to the automatic reset.‰ At the end of the tenth contract year from the last reset, the GMIB can be exercised and begin an income stream.

Example 6: 60% GMIB Value at Age 90


‰ owner age at issue = 75‰ annuitant = same as owner‰ initial purchase payment = $125,000‰ rider effective date = contract issue date‰ death benefit = Basic Death Benefit



ContractValue

GMIBValue


DeathBenefit

1 76 $125,000 $6,250 $117,590 $125,000 $0 $118,702

2 77 6,250 110,199 125,000 0 112,342

3 78 6,250 102,827 125,000 0 105,917

4 79 6,250 95,473 125,000 0 99,422

5 80 6,250 88,098 125,000 0 92,853

6 81 6,250 80,742 125,000 0 86,200

7 82 6,250 73,405 125,000 0 79,457

8 83 6,250 66,086 125,000 0 72,615

9 84 6,250 58,786 125,000 0 65,663

10 85 6,250 51,504 125,000 1,142 58,587

114



ContractValue

GMIBValue


DeathBenefit

11 86 $6,250 $44,241 $125,000 $1,199 $51,369

12 87 6,250 36,997 125,000 1,259 43,987

13 88 6,250 29,770 125,000 1,324 36,406

14 89 6,250 22,563 125,000 1,393 28,575

15 90 6,250 75,000 125,000 0 75,000

‰ On the contract issue date, the GMIB value is equal to the initial purchase payment increased by 5%.‰ On the first day of each contract year, the GMIB value is increased by 5%.‰ Withdrawals of the allowable GMIB amount are taken each contract year.‰ At the end of the fifteenth contract year, the owner elects not to annuitize the GMIB value. Because the contract value

is below 60% of the GMIB value in this example, the contract value is increased to 60% of the GMIB value at age 90.The GMIB terminates.

Example 7: Impact of Contingent Deferred Sales Charge (CDSC) When 5% Withdrawn is Greaterthan Free Withdrawal Allowance


‰ owner age at issue = 60‰ annuitant = same as owner‰ initial purchase payment = $100,000‰ rider effective date = contract issue date‰ death benefit = Basic Death Benefit



ContractValue

GMIBValue

DeathBenefit

1 61 $100,000 $5,000 $82,352 $100,000 $94,288

2 62 5,000 66,820 100,000 87,740

3 63 5,000 53,150 100,000 80,219

4 64 5,000 41,119 100,000 71,555

5 65 5,000 30,484 100,000 61,442

‰ On the contract issue date, the GMIB value is equal to the initial purchase payment increased by 5%.‰ Each contract year the GMIB value is increased by 5%.‰ Withdrawals of the allowable GMIB amount are taken each contract year.‰ In the fifth contract year, the free withdrawal amount is $4,112. The amount withdrawn of $5,000 is greater than the

10% free withdrawal amount. The contract value is reduced by the applicable CDSC. The CDSC is assessed on thevalue withdrawn in excess of the free withdrawal amount. The GMIB value remains at $100,000; it is not reduced bythe CDSC, as the amount withdrawn is not greater than the allowed GMIB amount.

‰ The return of premium aspect of the death benefit is reduced proportionately for the withdrawals.

115

Appendix F – Funds2008 Version: Contracts Applied for on or after 9/8/2008, Subject to State Availability

The contract offers the following funds. We may add, remove, close or substitute funds.

FundType

Investment Funds in Whichthe Sub-Accounts Purchase Shares Investment Fund’s Adviser and Sub-Adviser

Asset Allocation

MML Aggressive Allocation Fund(Service) 1

Adviser: MML Investment Advisers, LLC

Sub-Adviser: N/A

MML American Funds Core Allocation Fund(Service Class I) 1


Sub-Adviser: N/A

MML Balanced Allocation Fund (Service) 1 Adviser: MML Investment Advisers, LLC

Sub-Adviser: N/A

MML Conservative Allocation Fund(Service) 1


Sub-Adviser: N/A

MML Growth Allocation Fund (Service) 1 Adviser: MML Investment Advisers, LLC

Sub-Adviser: N/A

MML Moderate Allocation Fund (Service) 1 Adviser: MML Investment Advisers, LLC

Sub-Adviser: N/A

Money Market

MML U.S. Government Money Market Fund(Initial Class) 2


Sub-Adviser: Barings LLC

Fixed Income

MML High Yield Fund (Service Class I) Adviser: MML Investment Advisers, LLC


MML Inflation-Protected and Income Fund(Service)



MML Managed Bond Fund (Service) Adviser: MML Investment Advisers, LLC


MML Short-Duration Bond Fund(Service Class I)



MML Total Return Bond Fund(Service Class I)


Sub-Adviser: Metropolitan West Asset Management, LLC

Oppenheimer Global Strategic Income Fund/VA (Service)

Adviser: OFI Global Asset Management, Inc.

Sub-Adviser: OppenheimerFunds, Inc.

Balanced

MML Blend Fund (Service) Adviser: MML Investment Advisers, LLC


Oppenheimer Conservative Balanced Fund/VA (Service) 3



116

FundType


Large Cap Value

MML Equity Fund (Service) Adviser: MML Investment Advisers, LLC

Sub-Advisers: OppenheimerFunds, Inc. and Brandywine GlobalInvestment Management, LLC

MML Equity Income Fund (Service) Adviser: MML Investment Advisers, LLC

Sub-Adviser: T. Rowe Price Associates, Inc.

MML Fundamental Value Fund(Service Class I)


Sub-Adviser: Wellington Management Company LLP

MML Income & Growth Fund (Service) Adviser: MML Investment Advisers, LLC

Sub-Adviser: Barrow, Hanley, Mewhinney & Strauss, LLC

Large Cap Blend

Fidelity® VIP Contrafund® Portfolio(Service Class 2)

Adviser: Fidelity Management & Research Company

Sub-Adviser: FMR Co., Inc.

Invesco V.I. Diversified Dividend Fund(Series II)

Adviser: Invesco Advisers, Inc.

Sub-Adviser: N/A

MML Equity Index Fund (Service Class I) Adviser: MML Investment Advisers, LLC

Sub-Adviser: Northern Trust Investments, Inc.

MML Focused Equity Fund (Service Class I) Adviser: MML Investment Advisers, LLC


MML Growth & Income Fund (Service) Adviser: MML Investment Advisers, LLC

Sub-Adviser: Massachusetts Financial Services Company

Oppenheimer Main Street Fund®/VA(Service)



Large Cap Growth

MML American Funds® Growth Fund(Service Class I) 4


Sub-Adviser: N/A

MML Blue Chip Growth Fund (Service) Adviser: MML Investment Advisers, LLC


MML Fundamental Growth Fund(Service Class I)



MML Large Cap Growth Fund (Service) Adviser: MML Investment Advisers, LLC

Sub-Adviser: Loomis, Sayles & Company, L.P.

Oppenheimer Capital Appreciation Fund/VA(Service)



Small/Mid Cap Value

MML Mid Cap Value Fund (Service) Adviser: MML Investment Advisers, LLC

Sub-Adviser: American Century Investment Management, Inc.

MML Small Company Value Fund(Service Class I)



MML Small/Mid Cap Value Fund (Service) Adviser: MML Investment Advisers, LLC

Sub-Adviser: AllianceBernstein L.P.

117

FundType


Small/Mid Cap Blend

MML Small Cap Equity Fund (Service) Adviser: MML Investment Advisers, LLC


Small/Mid Cap Growth

MML Mid Cap Growth Fund (Service) Adviser: MML Investment Advisers, LLC


MML Small Cap Growth Equity Fund(Service)



Oppenheimer Discovery Mid Cap GrowthFund/VA (Service)



International/Global

MML American Funds® International Fund(Service Class I) 4


Sub-Adviser: N/A

MML Foreign Fund (Service) Adviser: MML Investment Advisers, LLC

Sub-Adviser: Templeton Investment Counsel, LLC

MML Global Fund (Service Class I) Adviser: MML Investment Advisers, LLC


MML International Equity Fund(Service Class I)


Sub-Adviser: Harris Associates L.P.

MML Strategic Emerging Markets Fund(Service Class I)



Oppenheimer Global Fund/VA (Service) Adviser: OFI Global Asset Management, Inc.


Oppenheimer International Growth Fund/VA(Service)



Specialty

Invesco V.I. Health Care Fund (Series II) Adviser: Invesco Advisers, Inc.

Sub-Adviser: N/A

Invesco V.I. Technology Fund (Series II) Adviser: Invesco Advisers, Inc.

Sub-Adviser: N/A

Ivy VIP Asset Strategy (Class II) Adviser: Ivy Investment Management Company

Sub-Adviser: N/A

MML Managed Volatility Fund (Service) Adviser: MML Investment Advisers, LLC

Sub-Adviser: Gateway Investment Advisers, LLC

Oppenheimer Global Multi-AlternativesFund/VA (Service)


Sub-Advisers: OppenheimerFunds, Inc. / Barings LLC /OFI SteelPath, Inc.

PIMCO CommodityRealReturn® StrategyPortfolio (Advisor Class)

Adviser: Pacific Investment Management Company LLC

Sub-Adviser: N/A

VY® Clarion Global Real Estate Portfolio(Class S)

Adviser: Voya Investments, LLC

Sub-Adviser: CBRE Clarion Securities LLC

118

1 These are fund-of-funds investment choices. They are known as fund-of-funds because they invest in other underlying funds. A fund offered in a fund-of-funds structure may have higher expenses than a direct investment in the underlying funds because a fund-of-funds bears its own expenses and indirectlybears its proportionate share of expenses of the underlying fund in which it invests.

2 You could lose money by investing in the fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee itwill do so. An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Thefund’s sponsor has no legal obligation to provide financial support to the fund, and you should not expect that the sponsor will provide financial support tothe fund at any time. The yield of this fund may become very low during periods of low interest rates. After deduction of separate account charges, the yieldin the sub-account that invests in this fund could be negative.

3 Unavailable in contracts issued on or after May 1, 2009. For contracts issued prior to May 1, 2009, you may not allocate any new money to this fund viapurchase payments or transfers.

4 The fund is a “feeder” fund, meaning that it does not buy investment securities directly, but instead invests in shares of a corresponding “master” fund,which in turn purchases investment securities. A fund offered in a master-feeder structure may have higher expenses than those of a fund which investsdirectly in securities because the “feeder” fund bears its own expenses in addition to those of the “master” fund. You should read the fund prospectuses formore information about this “feeder” fund.

There is no assurance that the funds will achieve their stated objective. The fund prospectuses contain more detailedinformation about the funds. We will deliver current fund prospectuses and/or current summary fund prospectuses to you. Youmay also contact our Service Center to request current fund prospectuses and summary fund prospectuses. Summary fundprospectuses for certain funds may be unavailable. You should read the information contained in the fund prospectusescarefully before investing.

119

Appendix G – FundsPre-2008 Version: Contracts Applied for Prior to 9/8/2008 or in States Where the 2008 VersionWas Unavailable

The contract offers the following funds. We may add, remove, close or substitute funds.

FundType


Asset Allocation

MML Aggressive Allocation Fund(Initial Class) 1


Sub-Adviser: N/A

MML American Funds Core Allocation Fund(Service Class I) 1


Sub-Adviser: N/A

MML Balanced Allocation Fund(Initial Class) 1


Sub-Adviser: N/A

MML Conservative Allocation Fund(Initial Class) 1


Sub-Adviser: N/A

MML Growth Allocation Fund(Initial Class) 1


Sub-Adviser: N/A

MML Moderate Allocation Fund(Initial Class) 1


Sub-Adviser: N/A

Money Market

MML U.S. Government Money Market Fund(Initial Class) 2



Oppenheimer Government Money Fund/VA(Non-Service) 2,3



Fixed Income

MML High Yield Fund (Service Class I) Adviser: MML Investment Advisers, LLC


MML Inflation-Protected and Income Fund(Initial Class)



MML Managed Bond Fund (Initial Class) Adviser: MML Investment Advisers, LLC


MML Short-Duration Bond Fund(Service Class I)



MML Total Return Bond Fund(Service Class I)


Sub-Adviser: Metropolitan West Asset Management, LLC

Oppenheimer Global Strategic Income Fund/VA (Non-Service)



Balanced

MML Blend Fund (Initial Class) Adviser: MML Investment Advisers, LLC


Oppenheimer Conservative BalancedFund/VA (Non-Service) 4



120

FundType


Large Cap Value

MML Equity Fund (Initial Class) Adviser: MML Investment Advisers, LLC

Sub-Advisers: OppenheimerFunds, Inc. and Brandywine GlobalInvestment Management, LLC

MML Equity Income Fund (Initial Class) Adviser: MML Investment Advisers, LLC


MML Fundamental Value Fund(Service Class I)



MML Income & Growth Fund (Initial Class) Adviser: MML Investment Advisers, LLC

Sub-Adviser: Barrow, Hanley, Mewhinney & Strauss, LLC

Large Cap Blend

Fidelity® VIP Contrafund® Portfolio(Initial Class)

Adviser: Fidelity Management & Research Company

Sub-Adviser: FMR Co., Inc.

Invesco V.I. Diversified Dividend Fund(Series I)

Adviser: Invesco Advisers, Inc.

Sub-Adviser: N/A

MML Equity Index Fund (Class I) Adviser: MML Investment Advisers, LLC

Sub-Adviser: Northern Trust Investments, Inc.

MML Focused Equity Fund (Service Class I) Adviser: MML Investment Advisers, LLC


MML Growth & Income Fund (Initial Class) Adviser: MML Investment Advisers, LLC


Oppenheimer Main Street Fund®/VA(Non-Service)



Large Cap Growth

MML American Funds® Growth Fund(Service Class I) 5


Sub-Adviser: N/A

MML Blue Chip Growth Fund (Initial Class) Adviser: MML Investment Advisers, LLC


MML Fundamental Growth Fund(Service Class I)



MML Large Cap Growth Fund (Initial Class) Adviser: MML Investment Advisers, LLC

Sub-Adviser: Loomis, Sayles & Company, L.P.

Oppenheimer Capital Appreciation Fund/VA(Non-Service)



Small/Mid Cap Value

MML Mid Cap Value Fund (Initial Class) Adviser: MML Investment Advisers, LLC

Sub-Adviser: American Century Investment Management, Inc.

MML Small Company Value Fund(Service Class I)



MML Small/Mid Cap Value Fund(Initial Class)


Sub-Adviser: AllianceBernstein L.P.

121

FundType


Small/Mid Cap Blend

MML Small Cap Equity Fund (Initial Class) Adviser: MML Investment Advisers, LLC


Small/Mid Cap Growth

MML Mid Cap Growth Fund (Initial Class) Adviser: MML Investment Advisers, LLC


MML Small Cap Growth Equity Fund(Initial Class)



Oppenheimer Discovery Mid Cap GrowthFund/VA (Non-Service)



International/Global

MML American Funds® International Fund(Service Class I) 5


Sub-Adviser: N/A

MML Foreign Fund (Initial Class) Adviser: MML Investment Advisers, LLC

Sub-Adviser: Templeton Investment Counsel, LLC

MML Global Fund (Class I) Adviser: MML Investment Advisers, LLC


MML International Equity Fund(Service Class I)


Sub-Adviser: Harris Associates L.P.

MML Strategic Emerging Markets Fund(Service Class I)



Oppenheimer Global Fund/VA(Non-Service)



Oppenheimer International Growth Fund/VA(Non-Service)



Specialty

Invesco V.I. Health Care Fund (Series I) Adviser: Invesco Advisers, Inc.

Sub-Adviser: N/A

Invesco V.I. Technology Fund (Series I) Adviser: Invesco Advisers, Inc.

Sub-Adviser: N/A

Ivy VIP Asset Strategy (Class II) Adviser: Ivy Investment Management Company

Sub-Adviser: N/A

MML Managed Volatility Fund(Initial Class)


Sub-Adviser: Gateway Investment Advisers, LLC

Oppenheimer Global Multi-AlternativesFund/VA (Service)


Sub-Advisers: OppenheimerFunds, Inc. / Barings LLC /OFI SteelPath, Inc.

PIMCO CommodityRealReturn® StrategyPortfolio (Advisor Class)

Adviser: Pacific Investment Management Company LLC

Sub-Adviser: N/A

VY® Clarion Global Real Estate Portfolio(Class S)

Adviser: Voya Investments, LLC

Sub-Adviser: CBRE Clarion Securities LLC

122

1 These are fund-of-funds investment choices. They are known as fund-of-funds because they invest in other underlying funds. A fund offered in a fund-of-funds structure may have higher expenses than a direct investment in the underlying funds because a fund-of-funds bears its own expenses and indirectlybears its proportionate share of expenses of the underlying fund in which it invests.

2 You could lose money by investing in the fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee itwill do so. An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Thefund’s sponsor has no legal obligation to provide financial support to the fund, and you should not expect that the sponsor will provide financial support tothe fund at any time. The yield of this fund may become very low during periods of low interest rates. After deduction of separate account charges, the yieldin the sub-account that invests in this fund could be negative.

3 Unavailable in contracts issued on or after January 19, 2008.

4 Unavailable in contracts issued on or after May 1, 2009. For contracts issued prior to May 1, 2009, you may not allocate any new money to this fund viapurchase payments or transfers.

5 The fund is a “feeder” fund, meaning that it does not buy investment securities directly, but instead invests in shares of a corresponding “master” fund,which in turn purchases investment securities. A fund offered in a master-feeder structure may have higher expenses than those of a fund which investsdirectly in securities because the “feeder” fund bears its own expenses in addition to those of the “master” fund. You should read the fund prospectuses formore information about this “feeder” fund.

There is no assurance that the funds will achieve their stated objective. The fund prospectuses contain more detailedinformation about the funds. We will deliver current fund prospectuses and/or current summary fund prospectuses to you. Youmay also contact our Service Center to request current fund prospectuses and summary fund prospectuses. Summary fundprospectuses for certain funds may be unavailable. You should read the information contained in the fund prospectusescarefully before investing.

123

Appendix HCustom Allocation Choice Select

If you participate in Custom Allocation Choice Select, you must allocate your purchase payments within the minimum andmaximum range listed for the sub-accounts below.

Range Sub-Accounts

40% to 60% MML Managed Bond

20% to 25% (total) MML EquityMML Equity IncomeMML Managed Volatility

20% to 25% (total) MML Equity IndexMML Growth

0% to 10% (total) MML Mid Cap ValueMML Mid Cap Growth

0% to 10% (total) MML InternationalMML GlobalOppenheimer Global

You may only elect Custom Allocation Choice Select if you are participating in the Guaranteed MinimumAccumulation Benefit (see “Transfers and Transfer Programs – Transfers During the Income Phase – Asset AllocationPrograms”).

124

Appendix ICustom Allocation Choice

For contracts applied for on or after May 1, 2009 and issued prior to May 1, 2010.

If you participate in Custom Allocation Choice you must allocate your purchase payments within the minimum and maximumrange listed for the sub-accounts below.

No allocation greater than 25% is allowed in any one sub-account.

Range Sub-Accounts

35% to 65% withGMAB 1 (total)0% to 65% withoutGMAB 1 (total)

MML U.S. Government Money MarketMML Inflation-Protected & IncomeMML Managed BondOppenheimer Global Strategic Income

15% to 25% (total) MML BlendMML EquityMML Equity IncomeMML Income & GrowthMML Managed Volatility

15% to 25% (total) Fidelity® VIP Contrafund®

MML Equity IndexMML Growth & IncomeOppenheimer Main StreetMML GrowthMML Blue Chip GrowthMML Large Cap GrowthOppenheimer Capital Appreciation

0% to 10% (total) MML Mid Cap ValueMML Small/Mid Cap ValueMML Small Company Value

0% to 10% (total) MML Small Cap EquityMML Mid Cap GrowthMML Small Cap Growth EquityOppenheimer Discovery Mid Cap Growth

5% to 20% (total) MML InternationalMML ForeignMML GlobalOppenheimer GlobalOppenheimer International Growth

0% to 5% (total) MML Strategic Emerging MarketsInvesco V.I. Health CareInvesco V.I. TechnologyPIMCO CommodityRealReturn® Strategy

0% to 5% (total) Invesco V.I. Diversified DividendVY® Clarion Global Real Estate

1 Guaranteed Minimum Accumulation Benefit

If you applied for your contract before May 1, 2009, contact our Service Center or your registered representative fordetails about ranges, asset classes and investment choices.

Custom Allocation Choice is unavailable to contracts issued on or after May 1, 2010 (see “Transfers and TransferPrograms – Transfers During the Income Phase – Asset Allocation Programs”).

125

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